UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 |
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ |
Commission File Number 1-37614
STERIS plc
(Exact name of registrant as specified in its charter)
England and Wales | 98-1203539 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
Rutherford House Stephensons Way Chaddesden, Derby, England | DE21 6LY | |
(Address of principal executive offices) | (Zip code) | |
44 1332 387100
(Registrant’s telephone number, including area code)
____________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer x | Accelerated Filer o | |
Non-Accelerated Filer o | Smaller Reporting Company o | |
Emerging Growth Company o | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of ordinary shares outstanding as of November 2, 2018: 84,499,655
1
STERIS plc and Subsidiaries
Form 10-Q
Index
Page | ||
2
PART 1—FINANCIAL INFORMATION
As used in this Quarterly Report on Form 10-Q, STERIS plc and its subsidiaries together are called “STERIS,” the “Company,” “we,” “us,” or “our,” unless otherwise noted.
ITEM 1. | FINANCIAL STATEMENTS |
STERIS PLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
September 30, 2018 | March 31, 2018 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 209,921 | $ | 201,534 | ||||
Accounts receivable (net of allowances of $9,781 and $12,472, respectively) | 490,952 | 528,066 | ||||||
Inventories, net | 230,828 | 205,731 | ||||||
Prepaid expenses and other current assets | 47,819 | 54,326 | ||||||
Total current assets | 979,520 | 989,657 | ||||||
Property, plant, and equipment, net | 986,213 | 1,010,524 | ||||||
Goodwill and intangibles, net | 3,008,866 | 3,160,764 | ||||||
Other assets | 46,691 | 39,389 | ||||||
Total assets | $ | 5,021,290 | $ | 5,200,334 | ||||
Liabilities and equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 125,549 | $ | 135,866 | ||||
Accrued income taxes | — | 379 | ||||||
Accrued payroll and other related liabilities | 73,581 | 94,000 | ||||||
Accrued expenses and other | 173,462 | 168,217 | ||||||
Total current liabilities | 372,592 | 398,462 | ||||||
Long-term indebtedness | 1,267,723 | 1,316,001 | ||||||
Deferred income taxes, net | 154,098 | 159,971 | ||||||
Other liabilities | 101,900 | 108,600 | ||||||
Total liabilities | $ | 1,896,313 | $ | 1,983,034 | ||||
Commitments and contingencies (see Note 8) | ||||||||
Preferred shares, with £0.10 par value; 100 shares authorized; 100 issued and outstanding | 15 | 15 | ||||||
Ordinary shares, with £0.10 par value; £17,006 shares aggregate par amount authorized; 84,495 and 84,747 ordinary shares issued and outstanding, respectively | 2,012,566 | 2,048,037 | ||||||
Retained earnings | 1,232,062 | 1,146,223 | ||||||
Accumulated other comprehensive income (loss) | (126,780 | ) | 11,685 | |||||
Total shareholders’ equity | 3,117,863 | 3,205,960 | ||||||
Noncontrolling interests | 7,114 | 11,340 | ||||||
Total equity | 3,124,977 | 3,217,300 | ||||||
Total liabilities and equity | $ | 5,021,290 | $ | 5,200,334 | ||||
See notes to consolidated financial statements.
3
STERIS PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(Unaudited)
Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Revenues: | ||||||||||||||||
Product | $ | 314,659 | $ | 286,557 | $ | 593,449 | $ | 560,162 | ||||||||
Service | 364,302 | 347,602 | 724,270 | 681,961 | ||||||||||||
Total revenues | 678,961 | 634,159 | 1,317,719 | 1,242,123 | ||||||||||||
Cost of revenues: | ||||||||||||||||
Product | 172,107 | 152,611 | 318,709 | 295,856 | ||||||||||||
Service | 222,190 | 215,151 | 445,296 | 424,103 | ||||||||||||
Total cost of revenues | 394,297 | 367,762 | 764,005 | 719,959 | ||||||||||||
Gross profit | 284,664 | 266,397 | 553,714 | 522,164 | ||||||||||||
Operating expenses: | ||||||||||||||||
Selling, general, and administrative | 162,312 | 153,879 | 320,718 | 310,216 | ||||||||||||
Research and development | 15,773 | 13,974 | 31,993 | 27,978 | ||||||||||||
Restructuring expenses | — | 27 | — | 78 | ||||||||||||
Total operating expenses | 178,085 | 167,880 | 352,711 | 338,272 | ||||||||||||
Income from operations | 106,579 | 98,517 | 201,003 | 183,892 | ||||||||||||
Non-operating expenses, net: | ||||||||||||||||
Interest expense | 11,393 | 12,683 | 23,134 | 25,149 | ||||||||||||
Interest (income) and miscellaneous expense, net | (73 | ) | (1,513 | ) | (441 | ) | (2,858 | ) | ||||||||
Total non-operating expenses, net | 11,320 | 11,170 | 22,693 | 22,291 | ||||||||||||
Income before income tax expense | 95,259 | 87,347 | 178,310 | 161,601 | ||||||||||||
Income tax expense | 17,764 | 22,903 | 30,537 | 38,942 | ||||||||||||
Net income | 77,495 | 64,444 | 147,773 | 122,659 | ||||||||||||
Less: Net income (loss) attributable to noncontrolling interests | 38 | (15 | ) | 325 | 123 | |||||||||||
Net income attributable to shareholders | $ | 77,457 | $ | 64,459 | $ | 147,448 | $ | 122,536 | ||||||||
Net income per share attributed to shareholders | ||||||||||||||||
Basic | $ | 0.92 | $ | 0.76 | $ | 1.74 | $ | 1.44 | ||||||||
Diluted | $ | 0.91 | $ | 0.75 | $ | 1.72 | $ | 1.43 | ||||||||
Cash dividends declared per share ordinary outstanding | $ | 0.34 | $ | 0.31 | $ | 0.65 | $ | 0.59 | ||||||||
See notes to consolidated financial statements.
4
STERIS PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(Unaudited)
Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Net income | $ | 77,495 | $ | 64,444 | $ | 147,773 | $ | 122,659 | ||||||||
Less: Net income (loss) attributable to noncontrolling interests | 38 | (15 | ) | 325 | 123 | |||||||||||
Net income attributable to shareholders | 77,457 | 64,459 | 147,448 | 122,536 | ||||||||||||
Other comprehensive income (loss) | ||||||||||||||||
Unrealized gain (loss) on available for sale securities, (net of taxes of $0, $268, $0 and $483, respectively) | — | 1,103 | — | 1,771 | ||||||||||||
Amortization of pension and postretirement benefit plans costs, (net of taxes of $169, $250, $338 and $500, respectively) | (413 | ) | (404 | ) | (823 | ) | (808 | ) | ||||||||
Change in cumulative currency translation adjustment | (5,271 | ) | 66,819 | (135,672 | ) | 159,680 | ||||||||||
Total other comprehensive income (loss) | (5,684 | ) | 67,518 | (136,495 | ) | 160,643 | ||||||||||
Comprehensive income | $ | 71,773 | $ | 131,977 | $ | 10,953 | $ | 283,179 | ||||||||
See notes to consolidated financial statements.
5
STERIS PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Six Months Ended September 30, | ||||||||
2018 | 2017 | |||||||
Operating activities: | ||||||||
Net income | $ | 147,773 | $ | 122,659 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation, depletion, and amortization | 92,971 | 89,199 | ||||||
Deferred income taxes | 2,242 | (3,272 | ) | |||||
Share-based compensation expense | 12,938 | 12,029 | ||||||
(Gain) on the disposal of property, plant, equipment, and intangibles, net | (385 | ) | (578 | ) | ||||
Loss on sale of businesses, net | 663 | 1,134 | ||||||
Other items | (16,329 | ) | 7,521 | |||||
Changes in operating assets and liabilities, net of effects of acquisitions: | ||||||||
Accounts receivable, net | 29,024 | 42,769 | ||||||
Inventories, net | (32,955 | ) | (19,009 | ) | ||||
Other current assets | 4,689 | (4,225 | ) | |||||
Accounts payable | (7,385 | ) | (8,615 | ) | ||||
Accruals and other, net | (6,544 | ) | (22,235 | ) | ||||
Net cash provided by operating activities | 226,702 | 217,377 | ||||||
Investing activities: | ||||||||
Purchases of property, plant, equipment, and intangibles, net | (62,549 | ) | (75,420 | ) | ||||
Proceeds from the sale of property, plant, equipment, and intangibles | 5,547 | 2,075 | ||||||
Proceeds from the sale of businesses | (196 | ) | 1,313 | |||||
Purchase of investments | (4,955 | ) | — | |||||
Acquisition of businesses, net of cash acquired | — | (29,509 | ) | |||||
Other | (6,003 | ) | — | |||||
Net cash used in investing activities | (68,156 | ) | (101,541 | ) | ||||
Financing activities: | ||||||||
Payments on long-term obligations | (85,000 | ) | (15,000 | ) | ||||
Proceeds (payments) under credit facilities, net | 52,093 | (38,199 | ) | |||||
Deferred financing fees and debt issuance costs | (298 | ) | (44 | ) | ||||
Acquisition related deferred or contingent consideration | (685 | ) | (1,876 | ) | ||||
Repurchases of ordinary shares | (55,902 | ) | (20,652 | ) | ||||
Cash dividends paid to ordinary shareholders | (55,005 | ) | (50,280 | ) | ||||
Stock option and other equity transactions, net | 4,936 | 6,706 | ||||||
Net cash used in financing activities | (139,861 | ) | (119,345 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents | (10,298 | ) | 16,219 | |||||
Increase in cash and cash equivalents | 8,387 | 12,710 | ||||||
Cash and cash equivalents at beginning of period | 201,534 | 282,918 | ||||||
Cash and cash equivalents at end of period | $ | 209,921 | $ | 295,628 | ||||
See notes to consolidated financial statements.
6
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, unless noted and except per share amounts)
1. Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
STERIS plc (“Parent”) was organized in 2014 under the name Solar New HoldCo Limited as a private limited company for the purpose of effecting under the laws of England and Wales the combination (“Combination”) of STERIS Corporation, an Ohio corporation (“Old STERIS”), and Synergy Health plc, a public limited company organized under the laws of England and Wales (“Synergy”). Effective November 2, 2015 the Parent was re-registered as a public company under the name STERIS plc and the Combination closed. As a result of the Combination closing, STERIS plc became the ultimate parent company of Old STERIS and Synergy. Synergy has been re-registered under the name of Synergy Health Limited.
The Company is a leading provider of infection prevention and other procedural products and services. We offer our Customers a unique mix of innovative consumable products, such as detergents, gastrointestinal ("GI") endoscopy accessories, barrier product solutions, and other products and services, including: equipment installation and maintenance, microbial reduction of medical devices, instrument and scope repair solutions, laboratory testing services, on-site and off-site reprocessing, and capital equipment products, such as sterilizers and surgical tables, and connectivity solutions such as operating room (“OR”) integration.
Our fiscal year ends on March 31. References in this Quarterly Report to a particular “year” or “year-end” mean our fiscal year. The significant accounting policies applied in preparing the accompanying consolidated financial statements of the Company are summarized below:
Interim Financial Statements
We prepared the accompanying unaudited consolidated financial statements of the Company according to accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. This means that they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Our unaudited interim consolidated financial statements contain all material adjustments (including normal recurring accruals and adjustments) management believes are necessary to fairly state our financial condition, results of operations, and cash flows for the periods presented.
These interim consolidated financial statements should be read together with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended March 31, 2018 dated May 30, 2018. The Consolidated Balance Sheet at March 31, 2018 was derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
Principles of Consolidation
We use the consolidation method to report our investment in our subsidiaries. Therefore, the accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. We eliminate inter-company accounts and transactions when we consolidate these accounts. Investments in equity of unconsolidated affiliates, over which the Company has significant influence, but not control, over the financial and operating polices, are accounted for primarily using the equity method. These investments are immaterial to the Company's Consolidated Financial Statements.
Use of Estimates
We make certain estimates and assumptions when preparing financial statements according to U.S. GAAP that affect the reported amounts of assets and liabilities at the financial statement dates and the reported amounts of revenues and expenses during the periods presented. These estimates and assumptions involve judgments with respect to many factors that are difficult to predict and are beyond our control. Actual results could be materially different from these estimates. We revise the estimates and assumptions as new information becomes available. This means that operating results for the three and six month periods ended September 30, 2018 are not necessarily indicative of results that may be expected for future quarters or for the full fiscal year ending March 31, 2019.
Revenue Recognition and Associated Liabilities
We adopted Accounting Standards Update ("ASU") 2014-09 “Revenue from Contracts with Customers” and the subsequently issued amendments on April 1, 2018 using the modified retrospective approach to contracts that were not
7
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
completed as of April 1, 2018. Under this standard, certain capital equipment contracts are comprised of a single performance obligation, resulting in the deferral of the corresponding capital equipment revenue and cost of revenues until installation is complete. Previously, these capital equipment revenues and cost of revenues were recognized based upon shipping terms. We recorded a cumulative effect adjustment in the beginning of fiscal 2019 to Retained earnings of $5,637, based on the current terms and conditions for certain open capital equipment contracts as of March 31, 2018. The impact of the adoption of this standard on our Consolidated Balance Sheets at September 30, 2018 is reflected in the table below. The adoption of this standard did not have a material impact on our Consolidated Statements of Income for the quarter-to-date and year-to-date periods ending September 30, 2018. Comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.
As Reported September 30, | Total | ASC 605 September 30, | |||||||
Balance Sheet | 2018 | Adjustments | 2018 | ||||||
Total assets | $ | 5,021,290 | $ | (6,849 | ) | $ | 5,014,441 | ||
Total liabilities | 1,896,313 | (12,958 | ) | 1,883,355 | |||||
Total equity | 3,124,977 | 6,109 | 3,131,086 | ||||||
Revenue is recognized when obligations under the terms of the contract are satisfied and control of the promised products or services have transferred to the Customer. Revenues are measured at the amount of consideration that we expect to be paid in exchange for the products or services. Product revenue is recognized when control passes to the Customer, which is generally based on contract or shipping terms. Service revenue is recognized when the Customer benefits from the service, which occurs either upon completion of the service or as it is provided to the Customer. Our Customers include end users as well as dealers and distributors who market and sell our products. Our revenue is not contingent upon resale by the dealer or distributor, and we have no further obligations related to bringing about resale. Our standard return and restocking fee policies are applied to sales of products. Shipping and handling costs charged to Customers are included in Product revenues. The associated expenses are treated as fulfillment costs and are included in Cost of revenues. Revenues are reported net of sales and value-added taxes collected from Customers.
We have individual Customer contracts that offer discounted pricing. Dealers and distributors may be offered sales incentives in the form of rebates. We reduce revenue for discounts and estimated returns, rebates, and other similar allowances in the same period the related revenues are recorded. The reduction in revenue for these items is estimated based on historical experience and trend analysis to the extent that it is probable that a significant reversal of revenue will not occur. Estimated returns are recorded gross on the Consolidated Balance Sheets.
In transactions that contain multiple performance obligations, such as when products, maintenance services, and other services are combined, we recognize revenue as each product is delivered or service is provided to the Customer. We allocate the total arrangement consideration to each performance obligation based on its relative standalone selling price, which is the price for the product or service when it is sold separately.
Payment terms vary by the type and location of the Customer and the products or services offered. Generally, the time between when revenue is recognized and when payment is due is not significant. We do not evaluate whether the selling price contains a financing component for contracts that have a duration of less than one year.
We do not capitalize sales commissions as substantially all of our sales commission programs have an amortization period of one year or less.
Certain costs to fulfill a contract are capitalized and amortized over the term of the contract if they are recoverable, directly related to a contract and generate resources that we will use to fulfill the contract in the future. At September 30, 2018, assets related to costs to fulfill a contract were not material to our Consolidated Financial Statements.
Refer to Note 9, titled "Business Segment Information" for disaggregation of revenue.
8
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
Product Revenue
Product revenues consist of revenues generated from sales of consumables and capital equipment. These contracts are primarily based on a Customer’s purchase order and may include a Distributor, Dealer or Group Purchasing Organization ("GPO") agreement. We recognize revenue for sales of product when control passes to the Customer, which generally occurs either when the products are shipped or when they are received by the Customer. Revenue related to certain capital equipment products is deferred until installation is complete as the capital equipment and installation are highly integrated and form a single performance obligation.
Service Revenue
Within our Healthcare Products and Life Sciences segments, service revenues consist of revenue generated from parts and labor associated with the maintenance, repair and installation of capital equipment. These contracts are primarily based on a Customer’s purchase order and may include a Distributor, Dealer, or GPO agreement. For maintenance, repair and installation of capital equipment, revenue is recognized upon completion of the service.
We also offer preventive maintenance and separately priced extended warranty agreements to our Customers, which require us to maintain and repair our products over the duration of the contract. Generally, these contract terms are cancelable without penalty and range from one to five years. Amounts received under these Customer contracts are initially recorded as a service liability and are recognized as service revenue ratably over the contract term using a time-based input measure.
Within our Healthcare Specialty Services segment, revenues relate primarily to outsourced reprocessing services and instrument repairs. Contracts for outsourced reprocessing services are primarily based on an agreement with a Customer, ranging in length from several months to 15 years. Outsourced reprocessing services revenue is recognized ratably over the contract term using a time-based input measure, adjusted for volume and other performance metrics, to the extent that it is probable that a significant reversal of revenue will not occur. Contracts for instrument repairs are primarily based on a Customer’s purchase order, and the associated revenue is recognized upon completion of the repair.
Within our Applied Sterilization Technologies segment, service revenues include contract sterilization and laboratory services. Sales contracts for contract sterilization and laboratory services are primarily based on a Customer’s purchase order and associated Customer agreement and revenues are generally recognized upon completion of the service.
Contract Liabilities
Payments received from Customers are based on invoices or billing schedules as established in contracts with Customers. Deferred revenue is recorded when payment is received in advance of performance under the contract. Deferred revenue is recognized as revenue upon completion of the performance obligation, which generally occurs within one year. During the first half of fiscal 2019, we recognized revenue of $20,235 that was included in our contract liability balance at the beginning of the period.
Refer to Note 6, titled "Additional Consolidated Balance Sheet Information" for Deferred revenue balances.
Service Liabilities
Payments received in advance of performance for cancelable preventative maintenance and separately priced extended warranty contracts are recorded as service liabilities. Service liabilities are recognized as revenue as performance is rendered under the contract. Prior to the adoption of Accounting Standards Codification ("ASC") 606, these amounts were included in Deferred revenues.
Refer to Note 6, titled "Additional Consolidated Balance Sheet Information" for Service liability balances.
Remaining Performance Obligations
Remaining performance obligations reflect only the performance obligations related to agreements for which we have a firm commitment from a Customer to purchase and exclude variable consideration related to unsatisfied performance obligations. With regard to products, these remaining performance obligations include capital equipment and consumable orders which have not shipped. With regard to service, these remaining performance obligations primarily include installation, certification, and outsourced reprocessing services. As of September 30, 2018, the transaction price allocated to remaining performance obligations was approximately $790,000. We expect to recognize approximately 51% of the transaction price within one year and approximately 41% beyond one year. The remainder has yet to be scheduled for delivery.
9
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
Recently Issued Accounting Standards Impacting the Company
Recently Issued Accounting Standards impacting or that may impact the Company are presented in the following table:
Standard | Date of Issuance | Description | Date of Adoption | Effect on the financial statements or other significant matters | ||||
Standards that have recently been adopted | ||||||||
ASU 2014-09, "Revenue from Contracts with Customers" and subsequently issued amendments | May 2014 | The standard replaced existing revenue recognition standards and significantly expands the disclosure requirements for revenue arrangements. | First Quarter Fiscal 2019 | Additional information is disclosed in Footnote 1 under the heading, "Revenue Recognition and Associated Liabilities". | ||||
ASU 2016-01, "Financial Instruments - Overall - Recognition and Measurement of Financial Assets and Liabilities" (Subtopic 825-10) | January 2016 | The standard changed how equity investments are measured and presented changes in the fair value of financial liabilities measured under the fair value option. Presentation and disclosure requirements for financial instruments were also affected. Entities are required to measure equity investments that do not result in consolidation and are not recorded under the equity method at fair value with changes in fair value recognized in net income. The standard clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale securities. The accounting for other financial instruments, such as loans, investments in debt securities, and financial liabilities is largely unchanged. | First Quarter Fiscal 2019 | We adopted the standard on a modified retrospective basis at the beginning of fiscal 2019 and we recorded a cumulative effect adjustment to our opening retained earnings balance of $1,970 that increased retained earnings and decreased accumulated other comprehensive income. | ||||
ASU 2016-15, "Statement of Cash Flows" (Topic 230) | August 2016 | This standard provides guidance on the following specific cash flow issues: Debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. | First Quarter Fiscal 2019 | We adopted this standard effective April 1, 2018. The impact will depend on the future occurrence of the relevant transactions or conditions addressed by the standard. | ||||
10
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
ASU 2016-16, "Income Taxes, Intra-Entity Transfers of Assets Other Than Inventory" (Topic 740) | October 2016 | The standard improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The new standard requires the recognition of income tax consequences resulting from an intra-entity transfer of an asset other than inventory when the transfer occurs. | First Quarter Fiscal 2019 | We adopted this standard effective April 1, 2018 with no material impact to our Consolidated Balance Sheets. The impact to our Consolidated Statements of Income will depend on the value of future intra-entity transfers. | ||||
ASU 2017-01 "Clarifying the Definition of a Business" | January 2017 | The standard update narrows the definition of a business by providing a screen to determine when an integrated set of assets and activities is not a business. The screen specifies that an integrated set of assets and activities is not a business if substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single or a group of similar identifiable assets. | First Quarter Fiscal 2019 | We adopted this standard effective April 1, 2018. The impact will depend on the future occurrence of the relevant transactions or conditions addressed by the standard. | ||||
ASU 2017-07 "Compensation - Retirement Benefits - Improving the Presentation of Net Periodic Pension and Net Periodic Postretirement Benefit Cost" (Topic 715) | March 2017 | This standard requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside the subtotal of income from operations, if one is presented. | First Quarter Fiscal 2019 | We retrospectively adopted the standard in the first quarter of fiscal 2019. Prior periods have been recast for the adoption of this standard. Changes have been reflected in the Cost of Revenues, Selling, general and administrative expense, and Interest income and miscellaneous expense lines of our Consolidated Statements of Income. Amounts are not considered material for additional disclosure. | ||||
ASU 2017-09 "Compensation - Stock Compensation" (Topic 718) | May 2017 | The standard provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. | First Quarter Fiscal 2019 | We adopted this standard effective April 1, 2018. The impact will depend on the future occurrence of the relevant terms or conditions addressed by the standard. | ||||
11
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
Standards that have not yet been adopted | ||||||||
ASU 2016-02, "Leases" (Topic 842) | February 2016 | The standard will require lessees to record all leases, whether finance or operating, on the balance sheet. An asset will be recorded to represent the right to use the leased asset, and a liability will be recorded to represent the lease obligation. The standard is effective for annual periods beginning after December 15, 2018 and interim periods within that period. Early adoption is permitted. | N/A | We are currently evaluating the impact that the standard will have on our consolidated financial statements. We are also evaluating our lease portfolio, software packages, process and policy change requirements. We expect to adopt this standard using the additional, optional transition method, the package of transitional practical expedients relating to the identification, classification and initial direct costs of leases, and the transitional practical expedient for the treatment of existing land easements; however, we do not expect to elect the hindsight transitional practical expedient. We anticipate that most of our operating leases will result in the recognition of additional assets and corresponding liabilities in our Consolidated Balance Sheet, however we do not expect the standard to have a material impact on our financial position. The actual impact will depend on our lease portfolio at the time of adoption. For more information regarding our total operating lease commitments refer to Note 5, "Property, Plant and Equipment" of our Annual Report on Form 10-K for the year ended March 31, 2018 dated May 30, 2018. | ||||
ASU 2016-13, "Measurement of Credit Losses on Financial Instruments" | June 2016 | The standard requires a financial asset (or group of financial assets) measured at amortized cost to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. Credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. The standard is effective for annual periods beginning after December 15, 2019. Early adoption is permitted. | N/A | We are in the process of evaluating the impact that the standard will have on our consolidated financial statements. | ||||
12
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
ASU 2017-12 "Targeted Improvements to Accounting for Hedging Activities" (Topic 815) | August 2017 | The standard provides targeted improvements to accounting for hedging activities by expanding an entity’s ability to hedge non-financial and financial risk components and reduce complexity in fair value hedges of interest rate risk. The guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted in any interim period after issuance of the standard. The standard should be applied using a modified retrospective approach for cash flow and net investment hedge relationships that exist on the date of adoption, and prospectively for presentation and disclosure requirements. | N/A | We do not expect this standard to have a material impact on our consolidated financial statements. | ||||
ASU 2018-02 "Income Statement - Reporting Comprehensive Income" (Topic 220) | February 2018 | The standard allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act ("TCJA") and requires certain disclosures about stranded tax effects. The underlying guidance requiring that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. This standard is effective for fiscal years beginning after December 15, 2018 and interim periods within those years. Early adoption is permitted. | N/A | We are in the process of evaluating the impact that the standard will have on our consolidated financial statements. | ||||
ASU 2018-13 "Fair Value Measurement (Topic 820) Disclosure Framework- Changes to Disclosure Requirements for Fair Value Measurement” | August 2018 | The standard modifies the disclosure requirements by adding, removing, and modifying certain required disclosures for fair value measurements for assets and liabilities disclosed within the fair value hierarchy. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 and early adoption is permitted. | N/A | We do not expect this standard to have a material impact on our consolidated financial statements as it modifies disclosure requirements only. | ||||
ASU 2018-14 "Compensation- Retirement Benefits - Defined Benefit Plans- General Topic (715-20): Disclosure Framework- Changes to the Disclosure Requirements for Defined Benefit Plans" | August 2018 | The standard modifies the disclosure requirements by adding, removing, and modifying certain required disclosures for employers that sponsor defined benefit pension or other post-retirement benefit plans. The standard also clarifies disclosure requirements for defined benefit pension plans relating to the projected benefit obligation and accumulated benefit obligation. The standard is effective for fiscal years ending after December 15, 2019 and early adoption is permitted. | N/A | We do not expect this standard to have a material impact on our consolidated financial statements as it modifies disclosure requirements only. | ||||
13
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
ASU 2018-15 "Intangibles- Goodwill and Other- Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract" | August 2018 | The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for fiscal years ending after December 15, 2019 and early adoption is permitted. | N/A | We do not expect this standard to have a material impact on our consolidated financial statements. | ||||
A detailed description of our significant and critical accounting policies, estimates, and assumptions is included in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2018 dated May 30, 2018. With the exception of the adoption of ASU 2014-09, as discussed in Footnote 1 under the heading, "Revenue Recognition and Associated Liabilities", our significant and critical accounting policies, estimates, and assumptions have not changed materially from March 31, 2018.
14
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
2. Business Acquisitions and Divestitures
Fiscal 2018
During fiscal 2018, we completed several minor purchases which continued to expand our product offerings in the Healthcare Products, Healthcare Specialty Services and Applied Sterilization Technologies segments. The aggregate purchase price associated with these transactions was approximately $52,900 ($34,200 during the first half of fiscal 2018), net of cash acquired and including potential contingent consideration of $5,400. The purchase price for the acquisitions was financed with both cash on hand and with credit facility borrowings. Purchase price allocations are finalized within a measurement period not to exceed one year from closing. Any provisional adjustments recorded were not material.
On November 20, 2017, we sold our Synergy Health Healthcare Consumable Solutions ("HCS") business to Vernacare. Annual revenues for the HCS business were approximately $40,000 and were included in the Healthcare Products segment. We recorded proceeds of approximately $8,200, net of cash divested and including a working capital adjustment. We also recognized a pre-tax loss on the sale of approximately $13,500 in Selling, general, and administrative expense in our March 31, 2018 Consolidated Statement of Income.
3. Inventories, Net
We use the last-in, first-out (“LIFO”) and first-in, first-out (“FIFO”) cost methods to value inventory. Inventory valued using the LIFO cost method is stated at the lower of cost or market. Inventory valued using the FIFO cost method is stated at the lower of cost or net realizable value. An actual valuation of inventory under the LIFO method is made only at the end of the fiscal year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and are subject to the final fiscal year-end LIFO inventory valuation. Inventory costs include material, labor, and overhead. Inventories, net consisted of the following:
September 30, 2018 | March 31, 2018 | |||||||
Raw materials | $ | 87,296 | $ | 83,741 | ||||
Work in process | 30,995 | 34,904 | ||||||
Finished goods | 149,111 | 124,005 | ||||||
LIFO reserve | (17,800 | ) | (17,280 | ) | ||||
Reserve for excess and obsolete inventory | (18,774 | ) | (19,639 | ) | ||||
Inventories, net | $ | 230,828 | $ | 205,731 | ||||
4. Property, Plant and Equipment
Information related to the major categories of our depreciable assets is as follows:
September 30, 2018 | March 31, 2018 | |||||||
Land and land improvements (1) | $ | 61,297 | $ | 55,417 | ||||
Buildings and leasehold improvements | 433,387 | 449,316 | ||||||
Machinery and equipment | 585,136 | 575,607 | ||||||
Information systems | 156,117 | 145,726 | ||||||
Radioisotope | 481,591 | 476,578 | ||||||
Construction in progress (1) | 105,214 | 87,745 | ||||||
Total property, plant, and equipment | 1,822,742 | 1,790,389 | ||||||
Less: accumulated depreciation and depletion | (836,529 | ) | (779,865 | ) | ||||
Property, plant, and equipment, net | $ | 986,213 | $ | 1,010,524 | ||||
(1) | Land is not depreciated. Construction in progress is not depreciated until placed in service. |
15
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
5. Debt
Indebtedness was as follows:
September 30, 2018 | March 31, 2018 | |||||||
Credit Agreement and Swing Line Facility | $ | 381,917 | $ | 331,206 | ||||
Private Placement Notes | 888,858 | 988,190 | ||||||
Deferred financing costs | (3,119 | ) | (3,395 | ) | ||||
Other | 67 | — | ||||||
Total long term debt | $ | 1,267,723 | $ | 1,316,001 | ||||
Additional information regarding our indebtedness is included in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2018 dated May 30, 2018.
6. Additional Consolidated Balance Sheet Information
Additional information related to our Consolidated Balance Sheets is as follows:
September 30, 2018 | March 31, 2018 | |||||||
Accrued payroll and other related liabilities: | ||||||||
Compensation and related items | $ | 29,735 | $ | 30,270 | ||||
Accrued vacation/paid time off | 11,070 | 11,011 | ||||||
Accrued bonuses | 17,403 | 31,716 | ||||||
Accrued employee commissions | 12,003 | 17,168 | ||||||
Other postretirement benefit obligations-current portion | 1,906 | 1,906 | ||||||
Other employee benefit plans obligations-current portion | 1,464 | 1,929 | ||||||
Total accrued payroll and other related liabilities | $ | 73,581 | $ | 94,000 | ||||
Accrued expenses and other: | ||||||||
Deferred revenues | $ | 46,854 | $ | 31,621 | ||||
Service liabilities | 44,376 | 43,077 | ||||||
Self-insured risk reserves-current portion | 7,645 | 7,349 | ||||||
Accrued dealer commissions | 13,792 | 16,121 | ||||||
Accrued warranty | 7,026 | 6,872 | ||||||
Asset retirement obligation-current portion | 1,775 | 1,798 | ||||||
Other | 51,994 | 61,379 | ||||||
Total accrued expenses and other | $ | 173,462 | $ | 168,217 | ||||
Other liabilities: | ||||||||
Self-insured risk reserves-long-term portion | $ | 15,008 | $ | 15,008 | ||||
Other postretirement benefit obligations-long-term portion | 10,934 | 12,194 | ||||||
Defined benefit pension plans obligations-long-term portion | 25,697 | 29,407 | ||||||
Other employee benefit plans obligations-long-term portion | 2,834 | 3,221 | ||||||
Accrued long-term income taxes | 18,966 | 18,922 | ||||||
Asset retirement obligation-long-term portion | 9,589 | 9,841 | ||||||
Other | 18,872 | 20,007 | ||||||
Total other liabilities | $ | 101,900 | $ | 108,600 | ||||
16
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
7. Income Tax Expense
The Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 22, 2017. The TCJA reduces the U.S. federal corporate income tax rate from 35.0% to 21.0%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. The Company is applying the guidance in Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cut and Jobs Act when accounting for the enactment-date effects of the TCJA. At September 30, 2018, the Company has not completed its accounting for the tax effects of the TCJA; however, it has made reasonable estimates of the tax effects. During the six months ended September 30, 2018, the Company has not recorded any adjustments to the provisional amounts recorded at March 31, 2018 related to the remeasurement of its deferred balances and the one-time transition tax. In all cases, the Company is continuing to make and refine its calculations as additional analysis is completed. In addition, the Company’s estimates may also be affected as it gains a more thorough understanding of the TCJA and certain aspects of the TCJA are clarified by the taxing authorities.
The TCJA also subjects a U.S. shareholder to current tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries and allows a benefit for foreign-derived intangible income (“FDII”). The Company has made sufficient progress in its calculation to reasonably estimate the tax impact related to GILTI and FDII for the year ended March 31, 2019 and included it in the estimated annual effective tax rate. The impact of GILTI and FDII was not significant for the six months ended September 30, 2018. The Company will continue to refine its calculations, which may result in changes to the expected impact for fiscal year 2019.
The effective income tax rates for the three month periods ended September 30, 2018 and 2017 were 18.6% and 26.2%, respectively. The effective income tax rates for the six month periods ended September 30, 2018 and 2017 were 17.1% and 24.1%, respectively. The fiscal 2019 rate was favorably impacted compared to the prior year periods primarily by the decrease in the U.S. federal statutory tax rate.
Income tax expense is provided on an interim basis based upon our estimate of the annual effective income tax rate, adjusted each quarter for discrete items. In determining the estimated annual effective income tax rate, we analyze various factors, including projections of our annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, our ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives.
We operate in numerous taxing jurisdictions and are subject to regular examinations by various United States federal, state and local, as well as non-United States jurisdictions. We are no longer subject to United States federal examinations for years before fiscal 2015 and, with limited exceptions, we are no longer subject to United States state and local, or non-United States, income tax examinations by tax authorities for years before fiscal 2011. We remain subject to tax authority audits in various jurisdictions wherever we do business. We do not expect the results of these examinations to have a material adverse effect on our consolidated financial statements.
17
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
8. Commitments and Contingencies
We are, and will likely continue to be, involved in a number of legal proceedings, government investigations, and claims, which we believe generally arise in the course of our business, given our size, history, complexity, and the nature of our business, products, Customers, regulatory environment, and industries in which we participate. These legal proceedings, investigations and claims generally involve a variety of legal theories and allegations, including, without limitation, personal injury (e.g., slip and falls, burns, vehicle accidents), product liability or regulation (e.g., based on product operation or claimed malfunction, failure to warn, failure to meet specification, or failure to comply with regulatory requirements), product exposure (e.g., claimed exposure to chemicals, asbestos, contaminants, radiation), property damage (e.g., claimed damage due to leaking equipment, fire, vehicles, chemicals), commercial claims (e.g., breach of contract, economic loss, warranty, misrepresentation), financial (e.g., taxes, reporting), employment (e.g., wrongful termination, discrimination, benefits matters), and other claims for damage and relief.
We believe we have adequately reserved for our current litigation and claims that are probable and estimable, and further believe that the ultimate outcome of these pending lawsuits and claims will not have a material adverse effect on our consolidated financial position or results of operations taken as a whole. Due to their inherent uncertainty, however, there can be no assurance of the ultimate outcome or effect of current or future litigation, investigations, claims or other proceedings (including without limitation the matters discussed below). For certain types of claims, we presently maintain insurance coverage for personal injury and property damage and other liability coverages in amounts and with deductibles that we believe are prudent, but there can be no assurance that these coverages will be applicable or adequate to cover adverse outcomes of claims or legal proceedings against us.
On May 31, 2012, our Albert Browne Limited subsidiary received a warning letter from the FDA regarding chemical indicators manufactured in the United Kingdom. These devices are intended for the monitoring of certain sterilization and other processes. The FDA warning letter states that the agency has concerns regarding operational business processes. We do not believe that the FDA's concerns are related to product performance, or that they result from Customer complaints. We have reviewed our processes with the agency and finalized our remediation measures, and are awaiting FDA reinspection. We do not currently believe that the impact of this event will have a material adverse effect on our financial results.
Civil, criminal, regulatory or other proceedings involving our products or services could possibly result in judgments, settlements or administrative or judicial decrees requiring us, among other actions, to pay damages or fines or effect recalls, or be subject to other governmental, Customer or other third party claims or remedies, which could materially effect our business, performance, prospects, value, financial condition, and results of operations.
For additional information regarding these matters, see the following portions of our Annual Report on Form 10-K for the year ended March 31, 2018 dated May 30, 2018: Item 1 titled “Business - Information with respect to our Business in General - Government Regulation”, and the “Risk Factors” in Item 1A titled "Product related regulations and claims".
From time to time, STERIS is also involved in legal proceedings as a plaintiff involving contract, patent protection, and other claims asserted by us. Gains, if any, from these proceedings are recognized when they are realized.
We are subject to taxation from United States federal, state and local, and non-U.S. jurisdictions. Tax positions are settled primarily through the completion of audits within each individual jurisdiction or the closing of statutes of limitation. Changes in applicable tax law or other events may also require us to revise past estimates. We describe income taxes further in Note 7 to our consolidated financial statements titled, “Income Tax Expense” in this Quarterly Report on Form 10-Q.
9. Business Segment Information
We operate and report our financial information in four reportable business segments: Healthcare Products, Healthcar Specialty Services, Life Sciences, and Applied Sterilization Technologies. Corporate, which is presented separately, contains costs that are associated with being a publicly traded company and certain other corporate costs.
Our Healthcare Products segment offers infection prevention and procedural solutions for healthcare providers worldwide, including consumable products, equipment maintenance and installation services, and capital equipment.
Our Healthcare Specialty Services segment provides a range of specialty services for healthcare providers including hospital sterilization services, and instrument and scope repairs.
Our Life Sciences segment offers consumable products, equipment maintenance and specialty services for pharmaceutical manufacturers and research facilities, and capital equipment.
18
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
Our Applied Sterilization Technologies segment offers contract sterilization and laboratory services for medical device and pharmaceutical Customers and others.
We disclose a measure of segment income that is consistent with the way management operates and views the business. The accounting policies for reportable segments are the same as those for the consolidated Company. In fiscal 2019, we ceased the allocation of certain corporate costs to our segments to align with internal management measures. The prior period operating income measures have been recast for comparability.
Segment income is calculated as the segment’s gross profit less direct costs and indirect costs if the resources are dedicated to a single segment. Corporate costs include corporate and administrative functions, public company costs, legacy post-retirement benefits, and certain services and facilities related to distribution and research and development that are shared by multiple segments. Adjustments include acquisition related costs, amortization of acquired intangibles, restructuring costs and other charges that management believes may or may not recur with similar materiality or impact on operating income in future periods. Management believes that by adjusting for these items they gain better insight and greater transparency into the operating performance of the segments, thus aiding them in more meaningful financial trend analysis and operational decision making.
For the three and six months ended September 30, 2018, revenues from a single Customer did not represent ten percent or more of any reportable segment’s revenues. Additional information regarding our segments is included in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2018, dated May 30, 2018.
Financial information for each of our segments is presented in the following table:
Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Revenues: | ||||||||||||||||
Healthcare Products | $ | 321,505 | $ | 302,094 | $ | 613,515 | $ | 591,158 | ||||||||
Healthcare Specialty Services | 124,554 | 116,111 | 246,803 | 229,545 | ||||||||||||
Life Sciences | 97,165 | 89,461 | 182,120 | 170,396 | ||||||||||||
Applied Sterilization Technologies | 135,737 | 126,493 | 275,281 | 251,024 | ||||||||||||
Total revenues | $ | 678,961 | $ | 634,159 | $ | 1,317,719 | $ | 1,242,123 | ||||||||
Segment operating income: | ||||||||||||||||
Healthcare Products | $ | 72,468 | $ | 63,159 | $ | 134,190 | $ | 126,283 | ||||||||
Healthcare Specialty Services | 15,461 | 15,950 | 28,415 | 30,294 | ||||||||||||
Life Sciences | 33,266 | 31,303 | 63,131 | 58,173 | ||||||||||||
Applied Sterilization Technologies | 53,468 | 48,528 | 109,619 | 96,522 | ||||||||||||
Corporate | (46,985 | ) | (38,173 | ) | (93,027 | ) | (84,006 | ) | ||||||||
Total segment operating income | $ | 127,678 | $ | 120,767 | $ | 242,328 | $ | 227,266 | ||||||||
Less: Adjustments | ||||||||||||||||
Restructuring charges | $ | — | $ | 27 | $ | — | $ | 78 | ||||||||
Amortization of acquired intangible assets (1) | 16,956 | 17,171 | 35,013 | 33,473 | ||||||||||||
Acquisition and integration related charges (2) | 2,707 | 3,393 | 4,378 | 7,422 | ||||||||||||
(Gain) on fair value adjustment of acquisition related contingent consideration (1) | — | — | (842 | ) | — | |||||||||||
Net loss on divestiture of businesses (1) | 221 | 1,010 | 663 | 1,134 | ||||||||||||
Amortization of property "step up" to fair value (1) | 615 | 649 | 1,226 | 1,267 | ||||||||||||
Redomiciliation costs (3) | 600 | — | 887 | — | ||||||||||||
Total operating income | $ | 106,579 | $ | 98,517 | $ | 201,003 | $ | 183,892 | ||||||||
19
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
(1) For more information regarding our recent acquisitions and divestitures see Note 2 titled, "Business Acquisitions and Divestitures", as well as our Annual Report on Form 10-K for the year ended March 31, 2018, dated May 30, 2018.
(2) Acquisition and integration related charges include transaction costs and integration expenses associated with acquisitions.
(3) Costs incurred in connection with the proposal to redomicile. For more information see Note 18 titled, "Proposal to Redomicile".
Additional information regarding our revenue is disclosed in the following tables:
Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Healthcare Products: | ||||||||||||||||
Capital equipment | $ | 133,410 | $ | 119,435 | $ | 240,906 | $ | 225,000 | ||||||||
Consumables | 101,680 | 100,844 | 202,094 | 204,532 | ||||||||||||
Service | 86,415 | 81,815 | 170,515 | 161,626 | ||||||||||||
Total Healthcare Products Revenues | $ | 321,505 | $ | 302,094 | $ | 613,515 | $ | 591,158 | ||||||||
Total Healthcare Specialty Services Revenues | $ | 124,554 | $ | 116,111 | $ | 246,803 | $ | 229,545 | ||||||||
Life Sciences: | ||||||||||||||||
Capital equipment | $ | 29,812 | $ | 23,475 | $ | 48,926 | $ | 41,756 | ||||||||
Consumables | 38,466 | 37,639 | 78,687 | 75,958 | ||||||||||||
Service | 28,887 | 28,347 | 54,507 | 52,682 | ||||||||||||
Total Life Sciences Revenues | $ | 97,165 | $ | 89,461 | $ | 182,120 | $ | 170,396 | ||||||||
Applied Sterilization Technologies Service Revenues | $ | 135,737 | $ | 126,493 | $ | 275,281 | $ | 251,024 | ||||||||
Total Revenues | $ | 678,961 | $ | 634,159 | $ | 1,317,719 | $ | 1,242,123 | ||||||||
Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Revenues: | |||||||||||||||
United Kingdom | $ | 44,527 | $ | 54,587 | $ | 92,007 | $ | 107,309 | |||||||
United States | 481,233 | 446,708 | 928,773 | 869,667 | |||||||||||
Other locations | 153,201 | 132,864 | 296,939 | 265,147 | |||||||||||
Total Revenues | $ | 678,961 | $ | 634,159 | $ | 1,317,719 | $ | 1,242,123 | |||||||
10. Shares and Preferred Shares
Ordinary shares
We calculate basic earnings per share based upon the weighted average number of shares outstanding. We calculate diluted earnings per share based upon the weighted average number of shares outstanding plus the dilutive effect of share equivalents calculated using the treasury stock method.
20
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
The following is a summary of shares and share equivalents outstanding used in the calculations of basic and diluted earnings per share:
Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||
Denominator (shares in thousands): | 2018 | 2017 | 2018 | 2017 | ||||||||
Weighted average shares outstanding—basic | 84,537 | 85,199 | 84,611 | 85,145 | ||||||||
Dilutive effect of share equivalents | 940 | 670 | 882 | 650 | ||||||||
Weighted average shares outstanding and share equivalents—diluted | 85,477 | 85,869 | 85,493 | 85,795 | ||||||||
Options to purchase the following number of shares were outstanding but excluded from the computation of diluted earnings per share because the combined exercise prices, unamortized fair values, and assumed tax benefits upon exercise were greater than the average market price for the shares during the periods, so including these options would be anti-dilutive:
Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||
(shares in thousands) | 2018 | 2017 | 2018 | 2017 | ||||||||
Number of share options | 418 | 416 | 279 | 492 | ||||||||
Preferred Shares
Pursuant to an engagement letter dated October 23, 2015, we issued 100,000 preferred shares, par value of £0.10 each, for an aggregate consideration of approximately $15, in satisfaction of debt owed to a service provider. The holders of the preferred shares are entitled to a fixed cumulative preferential annual dividend of 5 percent on the amount paid periodically on the preferred shares respectively held by them. On a return of capital of the Company whether on liquidation or otherwise, the holders of the preferred shares shall be entitled to receive the sum of £0.10 per preferred share plus any accrued but unpaid dividends out of the assets of the Company available for distribution to its shareholders, but will not be entitled to any further participation in the assets of the Company. The holders of the preferred shares have no right to attend, speak or vote, whether in person or by proxy, at any general meeting of the Company or any meeting of a class of members of the Company in respect of the preferred shares and are not entitled to receive any notice of meetings.
11. Repurchases of Ordinary Shares
On August 9, 2016, the Company announced that its Board of Directors had authorized the purchase of up to $300 million of our ordinary shares. We may enter into share repurchase contracts until August 2, 2021 to effect these purchases. Shares may be repurchased from time to time through open market transactions, including 10b5-1 plans. The repurchase program may be suspended or discontinued at any time. During the first half of fiscal 2019, we repurchased 445,700 of our ordinary shares for the aggregate amount of $47,331 pursuant to this authorization.
During the first half of fiscal 2019, we obtained 100,647 of our ordinary shares in the aggregate amount of $7,799 in connection with share based compensation award programs.
21
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
12. Share-Based Compensation
We maintain a long-term incentive plan that makes available shares for grants, at the discretion of the Compensation Committee of the Board of Directors, or the Board of Directors, to officers, directors, and key employees in the form of stock options, restricted shares, restricted share units, stock appreciation rights and share grants. We satisfy share award incentives through the issuance of new ordinary shares.
Stock options provide the right to purchase our shares at the market price on the date of grant, or for options granted in fiscal 2019, 110% of the market price on the date of grant, subject to the terms of the option plan and agreements. Generally, one-fourth of the stock options granted become exercisable for each full year of employment following the grant date. Stock options granted generally expire 10 years after the grant date, or in some cases earlier if the option holder is no longer employed by us. Restricted shares and restricted share units generally cliff vest after a four year period or vest in tranches of one-fourth of the number granted for each full year of employment after the grant date. As of September 30, 2018, 4,400,810 shares remained available for grant under the long-term incentive plan.
The fair value of stock option awards was estimated at their grant date using the Black-Scholes-Merton option pricing model. This model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, characteristics that are not present in our option grants. If the model permitted consideration of the unique characteristics of employee stock options, the resulting estimate of the fair value of the stock options could be different. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our Consolidated Statements of Income. The expense is classified as cost of goods sold or selling, general and administrative expenses in a manner consistent with the employee’s compensation and benefits.
The following weighted-average assumptions were used for options granted during the first six months of fiscal 2019 and 2018:
Fiscal 2019 | Fiscal 2018 | |||
Risk-free interest rate | 2.63% | 2.01% | ||
Expected life of options | 6.2 years | 5.7 years | ||
Expected dividend yield of stock | 1.47% | 1.58% | ||
Expected volatility of stock | 19.92% | 22.08% | ||
The risk-free interest rate is based upon the U.S. Treasury yield curve. The expected life of options is reflective of historical experience, vesting schedules and contractual terms. The expected dividend yield of stock represents our best estimate of the expected future dividend yield. The expected volatility of stock is derived by referring to our historical stock prices over a time frame similar to that of the expected life of the grant. An estimated forfeiture rate of 2.37% and 2.25% was applied in fiscal 2019 and 2018, respectively. This rate is calculated based upon historical activity and represents an estimate of the granted options not expected to vest. If actual forfeitures differ from this calculated rate, we may be required to make additional adjustments to compensation expense in future periods. The assumptions used above are reviewed at the time of each significant option grant, or at least annually.
A summary of share option activity is as follows:
Number of Options | Weighted Average Exercise Price | Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||
Outstanding at March 31, 2018 | 2,021,662 | $ | 58.56 | ||||||||||
Granted | 426,653 | 114.24 | |||||||||||
Exercised | (114,206 | ) | 43.35 | ||||||||||
Forfeited | (9,819 | ) | 75.76 | ||||||||||
Outstanding at September 30, 2018 | 2,324,290 | $ | 69.46 | 6.9 years | $ | 104,462 | |||||||
Exercisable at September 30, 2018 | 1,385,735 | $ | 54.86 | 5.6 years | $ | 82,515 | |||||||
We estimate that 912,444 of the non-vested stock options outstanding at September 30, 2018 will ultimately vest.
22
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
The aggregate intrinsic value in the table above represents the total pre-tax difference between the $114.40 closing price of our ordinary shares on September 30, 2018 over the exercise prices of the stock options, multiplied by the number of options outstanding or outstanding and exercisable, as applicable. The aggregate intrinsic value is not recorded for financial accounting purposes and the value changes daily based on the daily changes in the fair market value of ordinary shares.
The total intrinsic value of stock options exercised during the first six months of fiscal 2019 and fiscal 2018 was $7,216 and $10,243, respectively. Net cash proceeds from the exercise of stock options were $4,857 and $7,726 for the first six months of fiscal 2019 and fiscal 2018, respectively.
The weighted average grant date fair value of stock option grants was $18.05 and $15.51 for the first six months of fiscal 2019 and fiscal 2018, respectively.
Stock appreciation rights (“SARS”) carry generally the same terms and vesting requirements as stock options except that they are settled in cash upon exercise and therefore, are classified as liabilities. The fair value of the outstanding SARS as of September 30, 2018 and 2017 was $762 and $1,853, respectively.
A summary of the non-vested restricted share and share unit activity is presented below:
Number of Restricted Shares | Number of Restricted Share Units | Weighted-Average Grant Date Fair Value | ||||||||
Non-vested at March 31, 2018 | 763,201 | 35,431 | $ | 68.85 | ||||||
Granted | 171,908 | 19,508 | 104.54 | |||||||
Vested | (223,527 | ) | (20,440 | ) | 61.73 | |||||
Forfeited | (23,800 | ) | — | 75.62 | ||||||
Non-vested at September 30, 2018 | 687,782 | 34,499 | $ | 80.29 | ||||||
Restricted shares granted are valued based on the closing stock price at the grant date. The value of restricted shares and units that vested during the first six months of fiscal 2019 was $15,060.
As of September 30, 2018, there was a total of $48,812 in unrecognized compensation cost related to non-vested share-based compensation granted under our share-based compensation plan. We expect to recognize the cost over a weighted average period of 2.32 years.
13. Financial and Other Guarantees
We generally offer a limited parts and labor warranty on capital equipment. The specific terms and conditions of those warranties vary depending on the product sold and the countries where we conduct business. We record a liability for the estimated cost of product warranties at the time product revenues are recognized. The amounts we expect to incur on behalf of our Customers for the future estimated cost of these warranties are recorded as a current liability on the accompanying Consolidated Balance Sheets. Factors that affect the amount of our warranty liability include the number and type of installed units, historical and anticipated rates of product failures, and material and service costs per claim. We periodically assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary.
Changes in our warranty liability during the first half of fiscal 2019 were as follows:
Warranties | |||
Balance, March 31, 2018 | $ | 6,872 | |
Warranties issued during the period | 5,715 | ||
Settlements made during the period | (5,561 | ) | |
Balance, September 30, 2018 | $ | 7,026 | |
14. Derivatives and Hedging
23
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
From time to time, we enter into forward contracts to hedge potential foreign currency gains and losses that arise from transactions denominated in foreign currencies, including inter-company transactions. We may also enter into commodity swap contracts to hedge price changes in nickel that impact raw materials included in our cost of revenues. During the first half of fiscal 2019, we also entered into forward foreign currency contracts in order to hedge a portion of our expected non-U.S. dollar denominated earnings against our reporting currency, the U.S. dollar. These foreign currency exchange contracts will mature during fiscal 2019. We did not elect hedge accounting for these forward foreign currency contracts; however, we may seek to apply hedge accounting in future scenarios. We do not use derivative financial instruments for speculative purposes.
These contracts are not designated as hedging instruments and do not receive hedge accounting treatment; therefore, changes in their fair value are not deferred but are recognized immediately in the Consolidated Statements of Income. At September 30, 2018, we held foreign currency forward contracts to buy 154.4 million Mexican pesos and 10.8 million Canadian dollars; and to sell 4.1 million euros. At September 30, 2018, we held commodity swap contracts to buy 319.8 thousand pounds of nickel.
Asset Derivatives | Liability Derivatives | |||||||||||||||
Fair Value at | Fair Value at | Fair Value at | Fair Value at | |||||||||||||
Balance sheet location | September 30, 2018 | March 31, 2018 | September 30, 2018 | March 31, 2018 | ||||||||||||
Prepaid & Other | $ | 234 | $ | 187 | $ | — | $ | — | ||||||||
Accrued expenses and other | — | — | 87 | — | ||||||||||||
The following table presents the impact of derivative instruments and their location within the Consolidated Statements of Income:
Location of gain (loss) recognized in income | Amount of gain (loss) recognized in income | |||||||||||||||||
Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||||
Foreign currency forward contracts | Selling, general and administrative | $ | 746 | $ | 321 | $ | 388 | $ | (516 | ) | ||||||||
Commodity swap contracts | Cost of revenues | $ | (395 | ) | $ | 196 | $ | (31 | ) | $ | 26 | |||||||
Additionally, we hold our debt in multiple currencies to fund our operations and investments in certain subsidiaries. We designate portions of foreign currency denominated intercompany loans as hedges of portions of net investments in foreign operations. Net debt designated as non-derivative net investment hedging instruments totaled $53,755 at September 30, 2018. These hedges are designed to be fully effective and any associated gain or loss is recognized in Accumulated Other Comprehensive Income and will be reclassified to income in the same period when a gain or loss related to the net investment in the foreign operation is included in income.
24
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
15. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. We estimate the fair value of financial assets and liabilities using available market information and generally accepted valuation methodologies. The inputs used to measure fair value are classified into three tiers. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring the entity to develop its own assumptions.
The following table shows the fair value of our financial assets and liabilities at September 30, 2018 and March 31, 2018:
Fair Value Measurements | |||||||||||||||||||||||||||||||
Carrying Value | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||
September 30 | March 31 | September 30 | March 31 | September 30 | March 31 | September 30 | March 31 | ||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 209,921 | $ | 201,534 | $ | 209,921 | $ | 201,534 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
Forward and swap contracts (1) | 234 | 187 | — | — | 234 | 187 | — | — | |||||||||||||||||||||||
Equity Investments (2) | $ | 14,566 | 12,961 | 14,566 | 12,961 | — | — | — | — | ||||||||||||||||||||||
Other investments | 3,232 | 3,421 | 1 | 3,232 | 3,421 | — | — | — | — | — | — | ||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||||
Forward and swap contracts (1) | $ | 87 | $ | — | $ | — | $ | — | $ | 87 | $ | — | $ | — | $ | — | |||||||||||||||
Deferred compensation plans (2) | 1,794 | 1,694 | 1,794 | 1,694 | — | — | — | — | |||||||||||||||||||||||
Long term debt (3) | $ | 1,267,723 | 1,316,001 | — | — | 1,238,711 | 1,305,181 | — | — | ||||||||||||||||||||||
Contingent consideration obligations (4) | 7,054 | 8,068 | — | — | — | — | 7,054 | 8,068 | |||||||||||||||||||||||
(1) The fair values of forward and swap contracts are based on period-end forward rates and reflect the value of the amount that we would pay or receive for the contracts involving the same notional amounts and maturity dates.
(2) We maintain a frozen domestic non-qualified deferred compensation plan covering certain employees, which allows for the deferral of payment of previously earned compensation for an employee-specified term or until retirement or termination. Amounts deferred can be allocated to various hypothetical investment options (compensation deferrals have been frozen under the plan). We hold investments to satisfy the future obligations of the plan. Employees who made deferrals are entitled to receive distributions of their hypothetical account balances (amounts deferred, together with earnings (losses)). We also hold an investment in the common stock of Servizi Italia, S.p.A, a leading provider of integrated linen washing and outsourced sterile processing services to hospital Customers. Beginning in fiscal 2019, changes in the fair value of these investments are recorded in the "Interest income and miscellaneous expense line" of the Consolidated Statement of Income. During the second quarter and first half of fiscal 2019, we recorded losses of $1,132 and $2,510 respectively, related to these investments.
(3) We estimate the fair value of our long-term debt using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements.
(4) Contingent consideration obligations arise from business acquisitions. The fair values are based on discounted cash flow analyses reflecting the possible achievement of specified performance measures or events and captures the contractual nature of the contingencies, commercial risk, and the time value of money. Contingent consideration obligations are classified in the consolidated balance sheets as accrued expense (short-term) and other liabilities (long-term), as appropriate based on the contractual payment dates.
25
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
The changes in Level 3 assets and liabilities measured at fair value on a recurring basis at September 30, 2018 are summarized as follows:
Contingent Consideration | ||||
Balance at March 31, 2018 | $ | 8,068 | ||
Additions | 217 | |||
Payments | (220 | ) | ||
Reductions | (841 | ) | ||
Currency translation adjustments | (170 | ) | ||
Balance at September 30, 2018 | $ | 7,054 | ||
16. Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
Amounts in Accumulated Other Comprehensive Income (Loss) are presented net of the related tax. Currency Translation is not adjusted for income taxes. Changes in our Accumulated Other Comprehensive Income (Loss) balances, net of tax, for the three and six months ended September 30, 2018 and 2017 were as follows:
Gain (Loss) on Available for Sale Securities (1) | Defined Benefit Plans (2) | Currency Translation (3) | Total Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||
Three Months | Six Months | Three Months | Six Months | Three Months | Six Months | Three Months | Six Months | ||||||||||||||||||||
Beginning Balance | $ | — | $ | 1,970 | $ | (7,152 | ) | $ | (6,742 | ) | $ | (113,944 | ) | $ | 16,457 | $ | (121,096 | ) | $ | 11,685 | |||||||
Other Comprehensive Income (Loss) before reclassifications | — | — | 150 | 303 | (5,271 | ) | (135,672 | ) | (5,121 | ) | (135,369 | ) | |||||||||||||||
Amounts reclassified from Accumulated Other Comprehensive Income (Loss) | — | — | (563 | ) | (1,126 | ) | — | — | (563 | ) | (1,126 | ) | |||||||||||||||
Net current-period Other Comprehensive Income (Loss) | — | — | (413 | ) | (823 | ) | (5,271 | ) | (135,672 | ) | (5,684 | ) | (136,495 | ) | |||||||||||||
Cumulative adjustment to Retained Earnings (1) | $ | — | $ | (1,970 | ) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (1,970 | ) | |||||||||
Balance at September 30, 2018 | $ | — | $ | — | $ | (7,565 | ) | $ | (7,565 | ) | $ | (119,215 | ) | $ | (119,215 | ) | $ | (126,780 | ) | $ | (126,780 | ) | |||||
(1) As a result of the adoption of ASC 2016-01 we recorded a cumulative effect adjustment to our opening fiscal 2019 retained earnings balance that increased retained earnings and decreased accumulated other comprehensive income. See Footnote 1 titled "Nature of Operations and Summary of Significant Accounting Policies" for further details.
(2) Amortization (gain) of defined benefit plan items are reported in the Interest income and miscellaneous expense line of our Consolidated Statements of Income.
(3) The effective portion of gain or loss on net debt designated as non-derivative net investment hedging instruments is recognized in Accumulated Other Comprehensive Income and is reclassified to income in the same period when a gain or loss related to the net investment is included in income.
26
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
Gain (Loss) on Available for Sale Securities (1) | Defined Benefit Plans (2) | Currency Translation (3) | Total Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||
Three Months | Six Months | Three Months | Six Months | Three Months | Six Months | Three Months | Six Months | ||||||||||||||||||||
Beginning Balance | $ | 846 | $ | 178 | $ | (2,759 | ) | $ | (2,355 | ) | $ | (145,664 | ) | $ | (238,525 | ) | $ | (147,577 | ) | $ | (240,702 | ) | |||||
Other Comprehensive Income (Loss) before reclassifications | 1,094 | 1,745 | 120 | 240 | 66,819 | 159,680 | 68,033 | 161,665 | |||||||||||||||||||
Amounts reclassified from Accumulated Other Comprehensive Income (Loss) | 9 | 26 | (524 | ) | (1,048 | ) | — | — | (515 | ) | (1,022 | ) | |||||||||||||||
Net current-period Other Comprehensive Income (Loss) | 1,103 | 1,771 | (404 | ) | (808 | ) | 66,819 | 159,680 | 67,518 | 160,643 | |||||||||||||||||
Balance at September 30, 2017 | $ | 1,949 | $ | 1,949 | $ | (3,163 | ) | $ | (3,163 | ) | $ | (78,845 | ) | $ | (78,845 | ) | $ | (80,059 | ) | $ | (80,059 | ) | |||||
(1) Realized gain (loss) on available for sale securities is reported in the Interest income and miscellaneous expense line of the Consolidated Statements of Income.
(2) Amortization (gain) of defined benefit plan items are reported in the Selling, general and administrative expense line of the Consolidated Statements of Income.
(3) The effective portion of gain or loss on net debt designated as non-derivative net investment hedging instruments is recognized in Accumulated Other Comprehensive Income and is reclassified to income in the same period when a gain or loss related to the net investment is included in income.
27
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)
For the Three and Six Months Ended September 30, 2018 and 2017
(dollars in thousands, except as noted)
17. Loans Receivable
In connection with a fiscal 2019 first quarter equity investment of $4,955, we agreed to provide a credit facility of up to approximately $10,000 for a term of up to five years. Loans carry an interest rate of 4% compounded daily and interest is payable annually. Outstanding borrowings under the agreement totaled $5,007 at September 30, 2018.
In connection with the fiscal 2017 divestiture of Synergy Health Netherlands Linen Management Services, we entered into a loan agreement to provide financing of up to €15,000 for a term of up to 15 years. Loans carry an interest rate of 4% for the first four years and 12% thereafter. Outstanding borrowings under the agreement totaled $4,085 (or €3,500) at September 30, 2018.
Amounts for loan receivables as noted above are recorded in the "Other assets" line of our Consolidated balance sheets. Interest income is not material.
18. Proposal to Redomicile
As a result of the anticipated withdrawal of the United Kingdom from the European Union (“Brexit”), entities such as the Company that are organized under the laws of England and Wales are expected to lose the benefit of the tax and other treaties between the U.S. and European Union ("EU").Without further action by the United Kingdom and U.S. governments, the Company may consequentially be subject to higher tax liabilities, which may be significant.
We have evaluated several alternatives due to Brexit’s continuing risks and uncertainties and concluded that redomiciling the Company to Ireland is the best path forward. Maintaining the Company’s domicile in a EU member country is anticipated to preserve the current and significant future financial benefits initially established in 2015 at the time of the Combination with Synergy. The effect of the redomiciliation will be to establish a new holding company for the Company, but it is not expected to materially change the day-to-day operations of the business. We anticipate completing the redomiciliation prior to March 29, 2019, which is the date Brexit is scheduled to occur. However, the proposal is subject to approval by the Company’s shareholders and the English courts, and it is possible that the redomicile may be delayed or not occur.
28
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of STERIS plc
Results of Review of Interim Financial Statements
We have reviewed the accompanying consolidated balance sheet of STERIS plc and subsidiaries (the Company) as of September 30, 2018, the related consolidated statements of income and comprehensive income for the three- and six-month periods ended September 30, 2018 and 2017, the consolidated statements cash flows for the six-month periods ended September 30, 2018 and 2017, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of March 31, 2018, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for the year then ended, and the related notes and schedule (not presented herein); and in our report dated May 30, 2018, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of March 31, 2018, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ Ernst & Young LLP
Cleveland, Ohio
November 6, 2018
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ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Introduction
In Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”), we explain the general financial condition and the results of operations for STERIS including:
• | what factors affect our business; |
• | what our earnings and costs were in each period presented; |
• | why those earnings and costs were different from prior periods; |
• | where our earnings came from; |
• | how this affects our overall financial condition; |
• | what our expenditures for capital projects were; and |
• | where cash will come from to fund future debt principal repayments, growth outside of core operations, repurchases of shares, pay cash dividends and fund future working capital needs. |
As you read the MD&A, it may be helpful to refer to information in our consolidated financial statements, which present the results of our operations for the second quarter and first half of fiscal 2019 and fiscal 2018. It may also be helpful to read the MD&A in our Annual Report on Form 10-K for the year ended March 31, 2018, dated May 30, 2018. In the MD&A, we analyze and explain the period-over-period changes in the specific line items in the Consolidated Statements of Income. Our analysis may be important to you in making decisions about your investments in STERIS.
Financial Measures
In the following sections of the MD&A, we may, at times, refer to financial measures that are not required to be presented in the consolidated financial statements under U.S. GAAP. We sometimes use the following financial measures in the context of this report: backlog; debt-to-total capital; and days sales outstanding. We define these financial measures as follows:
• | Backlog – We define backlog as the amount of unfilled capital equipment purchase orders at a point in time. We use this figure as a measure to assist in the projection of short-term financial results and inventory requirements. |
• | Debt-to-total capital – We define debt-to-total capital as total debt divided by the sum of total debt and shareholders’ equity. We use this figure as a financial liquidity measure to gauge our ability to borrow and fund growth. |
• | Days sales outstanding (“DSO”) – We define DSO as the average collection period for accounts receivable. It is calculated as net accounts receivable divided by the trailing four quarters’ revenues, multiplied by 365 days. We use this figure to help gauge the quality of accounts receivable and expected time to collect. |
We, at times, may also refer to financial measures which are considered to be “non-GAAP financial measures” under SEC rules. We have presented these financial measures because we believe that meaningful analysis of our financial performance is enhanced by an understanding of certain additional factors underlying that performance. These financial measures should not be considered an alternative to measures required by accounting principles generally accepted in the United States. Our calculations of these measures may differ from calculations of similar measures used by other companies and you should be careful when comparing these financial measures to those of other companies. Additional information regarding these financial measures, including reconciliations of each non- GAAP financial measure, is available in the subsection of MD&A titled, "Non-GAAP Financial Measures."
Revenues – Defined
As required by Regulation S-X, we separately present revenues generated as either product revenues or service revenues on our Consolidated Statements of Income for each period presented. When we discuss revenues, we may, at times, refer to revenues summarized differently than the Regulation S-X requirements. The terminology, definitions, and applications of terms that we use to describe revenues may be different from terms used by other companies. We use the following terms to describe revenues:
• | Revenues – Our revenues are presented net of sales returns and allowances. |
• | Product Revenues – We define product revenues as revenues generated from sales of consumable and capital equipment products. |
• | Service Revenues – We define service revenues as revenues generated from parts and labor associated with the maintenance, repair, and installation of our capital equipment. Service revenues also include hospital sterilization services and instrument and scope repairs as well as revenues generated from contract sterilization and laboratory services offered through our Applied Sterilization Technologies segment. |
30
• | Capital Equipment Revenues – We define capital equipment revenues as revenues generated from sales of capital equipment, which includes steam sterilizers, low temperature liquid chemical sterilant processing systems, including SYSTEM 1 and 1E, washing systems, VHP® technology, water stills, and pure steam generators; surgical lights and tables; and integrated OR. |
• | Consumable Revenues – We define consumable revenues as revenues generated from sales of the consumable family of products, which includes SYSTEM 1 and 1E consumables, V-Pro consumables, gastrointestinal endoscopy accessories, sterility assurance products, skin care products, cleaning consumables, and surgical instruments. |
• | Recurring Revenues – We define recurring revenues as revenues generated from sales of consumable products and service revenues. |
General Company Overview and Executive Summary
Our mission is to help our Customers create a healthier and safer world by providing innovative healthcare and life science product and service solutions around the globe. Our dedicated employees around the world work together to supply a broad range of solutions by offering a combination of capital equipment, consumables, and services to healthcare, pharmaceutical, industrial, and governmental Customers.
We operate and report our financial information in four reportable business segments: Healthcare Products, Healthcare Specialty Services, Life Sciences, and Applied Sterilization Technologies. We describe our business segments in Note 9 to our consolidated financial statements, titled "Business Segment Information."
The bulk of our revenues are derived from the healthcare and pharmaceutical industries. Much of the growth in these industries is driven by the aging of the population throughout the world, as an increasing number of individuals are entering their prime healthcare consumption years, and is dependent upon advancement in healthcare delivery, acceptance of new technologies, government policies, and general economic conditions. The pharmaceutical industry has been impacted by increased regulatory scrutiny of cleaning and validation processes, mandating that manufacturers improve their processes. Within healthcare, there is increased concern regarding the level of hospital acquired infections around the world; increased demand for medical procedures, including preventive screenings such as endoscopies and colonoscopies; and a desire by our Customers to operate more efficiently, all which are driving increased demand for many of our products and services.
We continue to invest in manufacturing in-sourcing projects and lean process improvements for the purpose of improving quality, cost and delivery of our products and services to our Customers.
U.S. Tax Reform. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “TCJA”). The TCJA makes broad and complex changes to the U.S. tax code that will affect the Company’s fiscal year ending March 31, 2019 and forward, including, but not limited to, (1) reduction of the U.S. federal corporate income tax rate; (2) elimination of the corporate alternative minimum tax ("AMT"); (3) the creation of the base erosion anti-abuse tax ("BEAT"), a new minimum tax; (4) a general elimination of U.S. federal income taxes on dividends from non-U.S. subsidiaries; (5) a new provision designed to tax global intangible low-taxed income ("GILTI"), which allows for the possibility of using foreign tax credits ("FTCs") and a deduction of up to 50 percent to offset the income tax liability (subject to some limitations); (6) a new limitation on deductible interest expense; (7) the repeal of the domestic production activity deduction; (8) limitations on the deductibility of certain executive compensation; (9) limitations on the use of FTCs to reduce the U.S. income tax liability; and (10) limitations on net operating losses ("NOLs") generated after December 31, 2017, to 80.0 percent of taxable income.
Highlights. Revenues for the second quarter of fiscal 2019 were $679.0 million, representing an increase of 7.1% over the second quarter of fiscal 2018 revenues of $634.2 million. Revenues for the first half of fiscal 2019 were $1,317.7 million, representing an increase of 6.1% over the revenues for the first half of fiscal 2018 of $1,242.1 million. The fiscal 2019 revenue increase over the prior year periods were attributable to organic growth in all business segments, which was partially offset by the impact of our fiscal 2018 divestiture of Synergy Health Healthcare Consumable Solutions ("HCS"). Fluctuations in currencies added unfavorable impact in the fiscal 2019 quarter-to-date period and favorable impact in the fiscal 2019 year-to-date period.
Gross margin percentage for the second quarter of fiscal 2019 was 41.9% compared with 42.0% for the second quarter of fiscal 2018. The slight decrease was primarily attributable to the negative impact of investments in outsourced reprocessing in the United States and mix with a shift toward capital equipment revenues, which was partially offset by favorable pricing and fluctuations in currencies, and the positive impact of our recent divestitures. Gross margin percentage for the first half of fiscal 2019 remained flat at 42.0% as compared with the first half of fiscal 2018. The favorable impacts of the divestiture of HCS and pricing were offset by investments in outsourced reprocessing and other adjustments.
Operating income during the second quarter of fiscal 2019 was $106.6 million compared to $98.5 million for the second quarter of fiscal 2018. Operating income during the first half of fiscal 2019 was $201.0 million, compared to $183.9 million for
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the first half of fiscal 2018. The fiscal 2019 increases over the prior year periods were primarily attributable to increased volumes.
Cash flows from operations were $226.7 million and free cash flow was $169.7 million in the first six months of fiscal 2019 compared to cash flows from operations of $217.4 million and free cash flow of $144.0 million in the first six months of fiscal 2018 (see the subsection below titled "Non-GAAP Financial Measures" for additional information and related reconciliation of cash flows from operations to free cash flow). The fiscal 2019 increases in cash flows from operations and free cash flow over fiscal 2018 were primarily due to higher earnings and the timing of capital expenditures.
Our debt-to-total capital ratio was 28.9% at September 30, 2018 and 29.1% at March 31, 2018. During the first half of fiscal 2019, we declared and paid quarterly cash dividends of $0.65 per ordinary share.
Additional information regarding our financial performance during the second quarter and first half of fiscal 2019 is included in the subsection below titled “Results of Operations.”
NON-GAAP FINANCIAL MEASURES
We, at times, refer to financial measures which are considered to be “non-GAAP financial measures” under SEC rules. We, at times, also refer to our results of operations excluding certain transactions or amounts that are non-recurring or are not indicative of future results, in order to provide meaningful comparisons between the periods presented.
These non-GAAP financial measures are not intended to be, and should not be, considered separately from or as an alternative to the most directly comparable GAAP financial measures.
These non-GAAP financial measures are presented with the intent of providing greater transparency to supplemental financial information used by management and the Board of Directors in their financial analysis and operational decision-making. These amounts are disclosed so that the reader has the same financial data that management uses with the belief that it will assist investors and other readers in making comparisons to our historical operating results and analyzing the underlying performance of our operations for the periods presented.
We believe that the presentation of these non-GAAP financial measures, when considered along with our GAAP financial measures and the reconciliation to the corresponding GAAP financial measures, provide the reader with a more complete understanding of the factors and trends affecting our business than could be obtained absent this disclosure. It is important for the reader to note that the non-GAAP financial measure used may be calculated differently from, and therefore may not be comparable to, a similarly titled measure used by other companies.
We define free cash flow as net cash provided by operating activities as presented in the Consolidated Statements of Cash Flows less purchases of property, plant, equipment, and intangibles plus proceeds from the sale of property, plant, equipment, and intangibles, which are also presented within investing activities in the Consolidated Statements of Cash Flows. We use this as a measure to gauge our ability to fund future debt principal repayments and growth outside of core operations, repurchase shares, and pay cash dividends.
The following table summarizes the calculation of our free cash flow for the six months ended September 30, 2018 and 2017:
Six Months Ended September 30, | ||||||||
(dollars in thousands) | 2018 | 2017 | ||||||
Net cash provided by operating activities | $ | 226,702 | $ | 217,377 | ||||
Purchases of property, plant, equipment and intangibles, net | (62,549 | ) | (75,420 | ) | ||||
Proceeds from the sale of property, plant, equipment and intangibles | 5,547 | 2,075 | ||||||
Free cash flow | $ | 169,700 | $ | 144,032 | ||||
Results of Operations
In the following subsections, we discuss our earnings and the factors affecting them for the second quarter and first half of fiscal 2019 compared with the same fiscal 2018 periods. We begin with a general overview of our operating results and then separately discuss earnings for our operating segments.
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Revenues. The following tables compare our revenues for the three and six months ended September 30, 2018 to the revenues for the three and six months ended September 30, 2017:
Three Months Ended September 30, | |||||||||||||||
(dollars in thousands) | 2018 | 2017 | Change | Percent Change | |||||||||||
Total revenues | $ | 678,961 | $ | 634,159 | $ | 44,802 | 7.1 | % | |||||||
Revenues by type: | |||||||||||||||
Service revenues | 364,302 | 347,602 | 16,700 | 4.8 | % | ||||||||||
Consumable revenues | 147,172 | 141,241 | 5,931 | 4.2 | % | ||||||||||
Capital equipment revenues | 167,487 | 145,316 | 22,171 | 15.3 | % | ||||||||||
Revenues by geography: | |||||||||||||||
United Kingdom revenues | 44,527 | 54,587 | (10,060 | ) | (18.4 | )% | |||||||||
United States revenues | 481,233 | 446,708 | 34,525 | 7.7 | % | ||||||||||
Other foreign revenues | 153,201 | 132,864 | 20,337 | 15.3 | % | ||||||||||
Six Months Ended September 30, | |||||||||||||||
(dollars in thousands) | 2018 | 2017 | Change | Percent Change | |||||||||||
Total revenues | $ | 1,317,719 | $ | 1,242,123 | $ | 75,596 | 6.1 | % | |||||||
Revenues by type: | |||||||||||||||
Service revenues | 724,270 | 681,961 | 42,309 | 6.2 | % | ||||||||||
Consumable revenues | 294,743 | 289,103 | 5,640 | 2.0 | % | ||||||||||
Capital equipment revenues | 298,706 | 271,059 | 27,647 | 10.2 | % | ||||||||||
Revenues by geography: | |||||||||||||||
United Kingdom revenues | 92,007 | 107,309 | (15,302 | ) | (14.3 | )% | |||||||||
United States revenues | 928,773 | 869,667 | 59,106 | 6.8 | % | ||||||||||
Other foreign revenues | 296,939 | 265,147 | 31,792 | 12.0 | % | ||||||||||
Quarter over Quarter Comparison
Revenues increased $44.8 million, or 7.1%, to $679.0 million for the three months ended September 30, 2018, as compared to $634.2 million for the same period in the prior year. This increase was attributable to organic revenue growth in all business segments, which was partially offset by the impact of our fiscal 2018 divestiture of HCS and the negative impact of fluctuations in currencies.
Service revenues increased 4.8% in the second quarter of fiscal 2019 as compared to second quarter of fiscal 2018, reflecting growth in all business segments.
Consumable revenues increased 4.2% in the second quarter of fiscal 2019 as compared to second quarter of fiscal 2018, reflecting growth in the Healthcare Products and Life Sciences business segments, partially offset by the impact of our fiscal 2018 divestiture of HCS. Capital equipment revenues increased 15.3% in the second quarter of fiscal 2019 as compared to second quarter of fiscal 2018, reflecting strong shipment volumes in both the Healthcare Products and Life Sciences business segments.
United Kingdom revenues decreased $10.1 million, or 18.4%, to $44.5 million for the three months ended September 30, 2018, as compared to $54.6 million for the same period in the prior year primarily due to the fiscal 2018 divestiture of HCS.
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United States revenues increased $34.5 million, or 7.7%, to $481.2 million for the three months ended September 30, 2018, as compared to $446.7 million for the same period in the prior year, reflecting growth in all business segments and in consumable, capital equipment and service revenues.
Revenues from other foreign locations increased $20.3 million, or 15.3%, to $153.2 million for the three months ended September 30, 2018, as compared to $132.9 million for the same period in the prior year, reflecting growth in Canada and Europe, Middle East and Africa ("EMEA"), and in the Asia Pacific and Latin America regions.
First Six Months over First Six Months Comparison
Revenues increased $75.6 million, or 6.1%, to $1,317.7 million for the six months ended September 30, 2018, as compared to $1,242.1 million for the same period in the prior year. This increase was attributable to organic growth in all business segments and the positive impact of fluctuations in currencies, which was partially offset by the impact of our fiscal 2018 divestiture of HCS.
Service revenues increased 6.2% in the first six months of fiscal 2019, as compared to the same period in fiscal 2018, reflecting growth in all business segments. Consumable revenues increased 2.0% in the first six months of fiscal 2019 compared to the first six months of fiscal 2018, as growth within the Life Sciences business segment was largely offset by a decline in the Healthcare Products segment as a result of our fiscal 2018 HCS divestiture. Capital equipment revenues increased 10.2% in the first six months of fiscal 2019, as compared to the same period in fiscal 2018, reflecting strong shipment volumes in both the Healthcare Products and Life Sciences business segments.
United Kingdom revenues decreased $15.3 million, or 14.3%, to $92.0 million or the six months ended September 30, 2018, as compared to $107.3 million for the same period in the prior year primarily due to the fiscal 2018 divestiture of HCS.
United States revenues increased $59.1 million or 6.8% to $928.8 million for the six months ended September 30, 2018, as compared to $869.7 million for the same period in the prior year reflecting growth in all business segments and in consumable, capital equipment and service revenues.
Revenues from other foreign locations increased $31.8 million or 12.0% to $296.9 million for the six months ended September 30, 2018, as compared to $265.1 million in the six months ended September 30, 2017, reflecting growth in Canada and EMEA, and in the Asia Pacific and Latin America regions.
Gross Profit. The following table compares our gross profit for the three and six months ended September 30, 2018 to the three and six months ended September 30, 2017:
Three Months Ended September 30, | Change | Percent Change | |||||||||||||
(dollars in thousands) | 2018 | 2017 | |||||||||||||
Gross profit: | |||||||||||||||
Product | $ | 142,552 | $ | 133,946 | $ | 8,606 | 6.4 | % | |||||||
Service | 142,112 | 132,451 | 9,661 | 7.3 | % | ||||||||||
Total gross profit | $ | 284,664 | $ | 266,397 | $ | 18,267 | 6.9 | % | |||||||
Gross profit percentage: | |||||||||||||||
Product | 45.3 | % | 46.7 | % | |||||||||||
Service | 39.0 | % | 38.1 | % | |||||||||||
Total gross profit percentage | 41.9 | % | 42.0 | % | |||||||||||
Six Months Ended September 30, | Change | Percent Change | |||||||||||||
(dollars in thousands) | 2018 | 2017 | |||||||||||||
Gross profit: | |||||||||||||||
Product | $ | 274,740 | $ | 264,306 | $ | 10,434 | 3.9 | % | |||||||
Service | 278,974 | 257,858 | 21,116 | 8.2 | % | ||||||||||
Total gross profit | $ | 553,714 | $ | 522,164 | $ | 31,550 | 6.0 | % | |||||||
Gross profit percentage: | |||||||||||||||
Product | 46.3 | % | 47.2 | % | |||||||||||
Service | 38.5 | % | 37.8 | % | |||||||||||
Total gross profit percentage | 42.0 | % | 42.0 | % | |||||||||||
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Our gross profit is affected by the volume, pricing, and mix of sales of our products and services, as well as the costs associated with the products and services that are sold.
Gross profit percentage for the second quarter of fiscal 2019 was 41.9% compared to the gross profit percentage for the second quarter of fiscal 2018 of 42.0%. The slight decrease was attributable to the negative impacts of a shift toward more capital equipment revenues, investments in outsourced reprocessing and other adjustments (110 basis points), which were largely offset by the positive impacts of pricing (40 basis points), recent divestitures (30 basis points), and fluctuations in currencies (30 basis points).
Gross profit percentage for the first half of fiscal 2019 remained flat at 42.0% as compared with the first half of fiscal 2018. The positive impacts of pricing (40 basis points), mix (40 basis points), our recent divestitures (30 basis points), and fluctuations in currencies (10 basis points), were offset by the negative impacts of investments in outsourced reprocessing and other adjustments (120 basis points).
Operating Expenses. The following table compares our operating expenses for the three and six months ended September 30, 2018 to the three and six months ended September 30, 2017:
Three Months Ended September 30, | Change | Percent Change | |||||||||||||
(dollars in thousands) | 2018 | 2017 | |||||||||||||
Operating expenses: | |||||||||||||||
Selling, general, and administrative | $ | 162,312 | $ | 153,879 | $ | 8,433 | 5.5 | % | |||||||
Research and development | 15,773 | 13,974 | 1,799 | 12.9 | % | ||||||||||
Restructuring expenses | — | 27 | (27 | ) | NM | ||||||||||
Total operating expenses | $ | 178,085 | $ | 167,880 | $ | 10,205 | 6.1 | % | |||||||
Six Months Ended September 30, | Change | Percent Change | |||||||||||||
(dollars in thousands) | 2018 | 2017 | |||||||||||||
Operating expenses: | |||||||||||||||
Selling, general, and administrative | $ | 320,718 | $ | 310,216 | $ | 10,502 | 3.4 | % | |||||||
Research and development | 31,993 | 27,978 | 4,015 | 14.4 | % | ||||||||||
Restructuring expenses | — | 78 | (78 | ) | NM | ||||||||||
Total operating expenses | $ | 352,711 | $ | 338,272 | $ | 14,439 | 4.3 | % | |||||||
NM - Not meaningful.
Selling, General, and Administrative Expenses. Significant components of total selling, general, and administrative expenses (“SG&A”) are compensation and benefit costs, fees for professional services, travel and entertainment, facilities costs, and other general and administrative expenses. SG&A increased 5.5% during the second quarter of fiscal 2019 over the same fiscal 2018 periods. SG&A increased 3.4% during the first half of fiscal 2019 over the same fiscal 2018 period.
Research and Development. Research and development expenses increased 12.9% during the second quarter of fiscal 2019 over the same fiscal 2018 period. Research and development expenses increased 14.4% during the first half of fiscal 2019 over the same fiscal 2018 period. These increases were primarily due to increased spending within the Healthcare Products segment. Research and development expenses are influenced by the number and timing of in-process projects and labor hours and other costs associated with these projects. Our research and development initiatives continue to emphasize new product development, product improvements, and the development of new technological platform innovations. During the first half of fiscal 2019, our investments in research and development continued to be focused on, but were not limited to, enhancing capabilities of sterile processing technologies, procedural products and accessories, and devices and support accessories used in gastrointestinal endoscopy procedures.
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Non-Operating Expenses, Net. Non-operating expenses, net consists of interest expense on debt, offset by interest earned on cash, cash equivalents, short-term investment balances, and other miscellaneous income. The following table compares our net non-operating expenses for the three and six months ended September 30, 2018 and 2017:
Three Months Ended September 30, | ||||||||||||
(dollars in thousands) | 2018 | 2017 | Change | |||||||||
Non-operating expenses, net: | ||||||||||||
Interest expense | $ | 11,393 | $ | 12,683 | $ | (1,290 | ) | |||||
Interest (income) and miscellaneous expense, net | (73 | ) | (1,513 | ) | 1,440 | |||||||
Non-operating expenses, net | $ | 11,320 | $ | 11,170 | $ | 150 | ||||||
Six Months Ended September 30, | ||||||||||||
(dollars in thousands) | 2018 | 2017 | Change | |||||||||
Non-operating expenses, net: | ||||||||||||
Interest expense | $ | 23,134 | $ | 25,149 | $ | (2,015 | ) | |||||
Interest (income) and miscellaneous expense, net | (441 | ) | (2,858 | ) | 2,417 | |||||||
Non-operating expenses, net | $ | 22,693 | $ | 22,291 | $ | 402 | ||||||
Interest expense decreased $1.3 million during the second quarter of fiscal 2019 over the same fiscal 2018 period. Interest expense decreased $2.0 million during the first half of fiscal 2019 over the same fiscal 2018 period. These decreases were primarily due to: (i) reduced interest rates on our 2008 and 2012 Private Placement Notes, (ii) replacing higher cost fixed rate debt with lower cost floating rate debt as a result of $85.0 million of 2008 Private Placement Notes maturing during the second quarter of fiscal 2019 and (iii) overall lower debt levels (refer to our Note 5 to our consolidated financial statements, titled "Debt" for more information). Interest income and miscellaneous expense decreased by $1.4 million and $2.4 million during the second quarter and first half of fiscal 2019, respectively, as compared to prior year periods, primarily due to unrealized losses on our equity investments (refer to our Note 15 to our consolidated financial statements, titled "Fair Value Measurements" for more information).
Income Tax Expense. The following tables compare our income tax expense and effective income tax rates for the three and six months ended September 30, 2018 and September 30, 2017:
Three Months Ended September 30, | Change | Percent Change | ||||||||||||
(dollars in thousands) | 2018 | 2017 | ||||||||||||
Income tax expense | $ | 17,764 | $ | 22,903 | $ | (5,139 | ) | (22.4)% | ||||||
Effective income tax rate | 18.6 | % | 26.2 | % | ||||||||||
Six Months Ended September 30, | Change | Percent Change | ||||||||||||
(dollars in thousands) | 2018 | 2017 | ||||||||||||
Income tax expense | $ | 30,537 | $ | 38,942 | $ | (8,405 | ) | (21.6)% | ||||||
Effective income tax rate | 17.1 | % | 24.1 | % | ||||||||||
We record income tax expense during interim periods based on our estimate of the annual effective income tax rate, adjusted each quarter for discrete items. We analyze various factors to determine the estimated annual effective income tax rate, including projections of our annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, our ability to use tax credits and net operating loss carryforwards, and available tax planning alternatives.
The effective income tax rates for the three month periods ended September 30, 2018 and 2017 were 18.6% and 26.2%, respectively. The effective income tax rates for the six month periods ended September 30, 2018 and 2017 were 17.1% and 24.1%, respectively. The decline in the effective tax rate in both periods compared to the prior year periods, is primarily attributable to the decrease in the U.S. federal statutory rate from 35% to 21%.
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Business Segment Results of Operations. We operate and report in four reportable business segments: Healthcare Products, Healthcare Specialty Services, Life Sciences, and Applied Sterilization Technologies. Corporate, which is presented separately, contains costs that are associated with being a publicly traded company and certain other corporate costs.
Our Healthcare Products segment offers infection prevention and procedural solutions for healthcare providers worldwide, including consumable products, equipment maintenance and installation services, and capital equipment.
Our Healthcare Specialty Services segment provides a range of specialty services for healthcare providers including hospital sterilization services, and instrument and scope repairs.
Our Life Sciences segment offers consumable products, equipment maintenance and specialty services for pharmaceutical manufacturers and research facilities, and capital equipment.
Our Applied Sterilization Technologies segment offers contract sterilization and laboratory services for medical device and pharmaceutical Customers and others.
We disclose a measure of segment income that is consistent with the way management operates and views the business. The accounting policies for reportable segments are the same as those for the consolidated Company. In fiscal 2019, we ceased the allocation of certain corporate costs to our segments to align with internal management measures. The prior period operating income measures have been recast for comparability. Segment income is calculated as the segment’s gross profit less direct costs and indirect costs if the resources are dedicated to a single segment. Corporate costs include corporate and administrative functions, public company costs, legacy post-retirement benefits, and certain services and facilities related to distribution and research and development that are shared by multiple segments. Adjustments include acquisition related costs, amortization of acquired intangibles, restructuring costs and other charges that management believes may or may not recur with similar materiality or impact on operating income in future periods. Management believes that by adjusting for these items they gain better insight and greater transparency into the operating performance of the segments, thus aiding them in more meaningful financial trend analysis and operational decision making.
For both the three and six month periods ended September 30, 2018, revenues from a single Customer did not represent ten percent or more of any reportable segment’s revenues. Additional information regarding our segments is included in our consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 31, 2018, dated May 30, 2018.
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The following table compares business segment revenues, segment operating income and total operating income for the three and six months ended September 30, 2018 and 2017:
Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||
(dollars in thousands) | 2018 | 2017 | 2018 | 2017 | ||||||||||||
Revenues: | ||||||||||||||||
Healthcare Products | $ | 321,505 | $ | 302,094 | $ | 613,515 | $ | 591,158 | ||||||||
Healthcare Specialty Services | 124,554 | 116,111 | 246,803 | 229,545 | ||||||||||||
Life Sciences | 97,165 | 89,461 | 182,120 | 170,396 | ||||||||||||
Applied Sterilization Technologies | 135,737 | 126,493 | 275,281 | 251,024 | ||||||||||||
Total revenues | $ | 678,961 | $ | 634,159 | $ | 1,317,719 | $ | 1,242,123 | ||||||||
Segment operating income: | ||||||||||||||||
Healthcare Products | $ | 72,468 | $ | 63,159 | $ | 134,190 | $ | 126,283 | ||||||||
Healthcare Specialty Services | 15,461 | 15,950 | 28,415 | 30,294 | ||||||||||||
Life Sciences | 33,266 | 31,303 | 63,131 | 58,173 | ||||||||||||
Applied Sterilization Technologies | 53,468 | 48,528 | 109,619 | 96,522 | ||||||||||||
Corporate | (46,985 | ) | (38,173 | ) | (93,027 | ) | (84,006 | ) | ||||||||
Total segment operating income | $ | 127,678 | $ | 120,767 | $ | 242,328 | $ | 227,266 | ||||||||
Less: Adjustments | ||||||||||||||||
Restructuring charges | $ | — | $ | 27 | $ | — | $ | 78 | ||||||||
Amortization of acquired intangible assets (1) | 16,956 | 17,171 | 35,013 | 33,473 | ||||||||||||
Acquisition and integration related charges (2) | 2,707 | 3,393 | 4,378 | 7,422 | ||||||||||||
(Gain) on fair value adjustment of acquisition related contingent consideration (1) | — | — | (842 | ) | — | |||||||||||
Net loss on divestiture of businesses (1) | 221 | 1,010 | 663 | 1,134 | ||||||||||||
Amortization of property "step up" to fair value (1) | 615 | 649 | 1,226 | 1,267 | ||||||||||||
Redomiciliation costs (3) | 600 | — | 887 | — | ||||||||||||
Total operating income | $ | 106,579 | $ | 98,517 | $ | 201,003 | $ | 183,892 | ||||||||
(1) For more information regarding our recent acquisitions and divestitures see Note 2 titled, "Business Acquisitions and Divestitures", as well as our Annual Report on Form 10-K for the year ended March 31, 2018, dated May 30, 2018.
(2) Acquisition and integration related charges include transaction costs and integration expenses associated with acquisitions.
(3) Costs incurred in connection with the proposal to redomicile. For more information see Note 18 titled, "Proposal to Redomicile".
Healthcare Products revenues increased 6.4% to $321.5 million for the quarter ended September 30, 2018, as compared to $302.1 million in the same prior year period. The fiscal 2019 second quarter revenues reflect increases of 5.6%, 0.8% and 11.7% in service, consumable and capital equipment revenues, respectively. Healthcare Products revenues increased 3.8% to $613.5 million for the six months ended September 30, 2018, as compared to $591.2 million in the same prior year period. The first six months of fiscal 2019 revenues reflect increases of 5.5% and 7.1% in service and capital equipment revenues, respectively, which were partially offset by a decrease of 1.2% in consumables revenues. The fiscal 2019 increases over the same prior year periods was driven by organic growth and favorable fluctuations in currencies in the year-to date-period, offset by the fiscal 2018 divestiture of HCS. At September 30, 2018, the Healthcare Products segment’s backlog amounted to $203.2 million, increasing $52.8 million, or 35.1%, compared to the backlog of $150.4 million at September 30, 2017. The increase was driven by strong order volume particularly in the United States.
Healthcare Specialty Services revenues increased 7.3% to $124.6 million for the quarter ended September 30, 2018, as compared to $116.1 million in the same prior year period. Healthcare Specialty Services revenues increased 7.5% to $246.8 million for the six months ended September 30, 2018, as compared to $229.5 million in the same period prior year. The fiscal 2019 increases over the same prior year periods reflect organic growth and favorable fluctuations in currencies in the year-to date-period.
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Life Sciences revenues increased 8.6% to $97.2 million for the quarter ended September 30, 2018, as compared to $89.5 million for the same prior year period. This increase reflects growth in service, consumable and capital equipment revenues of 1.9%, 2.2%, and 27.0%, respectively. Life Sciences revenues increased 6.9% to $182.1 million for the first six months ended September 30, 2018, as compared to $170.4 million for the same prior year period. This increase reflects growth in service, consumable and capital equipment revenues of 3.5%, 3.6% and 17.2%, respectively. The fiscal 2019 increases over the same fiscal 2018 periods, reflect organic growth driven by strong capital equipment shipments in the second quarter. At September 30, 2018, the Life Sciences segment’s backlog amounted to $61.5 million, decreasing 11.9% or $8.3 million, compared to the backlog of $69.8 million at September 30, 2017.
Applied Sterilization Technologies segment revenues increased 7.3% to $135.7 million for the quarter ended September 30, 2018, as compared to $126.5 million for the same prior year period. Applied Sterilization Technologies segment revenues increased 9.7% to $275.3 million for the six months ended September 30, 2018, as compared to $251.0 million for the same prior year period. The fiscal 2019 increases over the same prior year periods reflect organic growth and favorable fluctuations in currencies in the year-to-date period.
The Healthcare Products segment’s operating income increased $9.3 million to $72.5 million for the quarter ended September 30, 2018, as compared to $63.2 million in the same prior year period. The segment's operating margin was 22.5% for the second quarter of fiscal 2019 compared to 20.9% for the second quarter of fiscal 2018. During the first six months of fiscal 2019, the Healthcare Products segment’s operating income increased $7.9 million to $134.2 million as compared to $126.3 million in the same prior year period. The segment's operating margin was 21.9% for the first six months of fiscal 2019 compared to 21.4% for the first six months of fiscal 2018. The increases in the segment’s operating income in the fiscal 2019 periods compared to the prior year periods were primarily driven by increased volumes, which were partially offset by continued investment in research and development spending.
The Healthcare Specialty Services segment’s operating income slightly decreased $0.5 million to $15.5 million for the quarter ended September 30, 2018, as compared to $16.0 million for the same prior year period. The segment's operating margins were 12.4% and 13.7% for the second quarter of fiscal 2019 and fiscal 2018, respectively. During the first six months of fiscal 2019, the Healthcare Specialty Services segment’s operating income decreased $1.9 million to $28.4 million as compared to $30.3 million for the same prior year period. The segment's operating margins were 11.5% and 13.2% for the first six months of fiscal 2019 and fiscal 2018, respectively. The decreases in the segment’s operating income in the fiscal 2019 periods over the fiscal 2018 periods were primarily due to investments in outsourced reprocessing in the United States.
The Life Sciences segment’s operating income increased $2.0 million to $33.3 million for the quarter ended September 30, 2018, as compared to $31.3 million in the same prior year period. The segment’s operating margins were 34.2% and 35.0% for the second quarter of fiscal 2019 and fiscal 2018, respectively. During the first six months of fiscal 2019, the Life Sciences segment’s operating income increased $5.0 million to $63.1 million as compared to $58.2 million in the same prior year period. The segment’s operating margins were 34.7% and 34.1% for the first six months of fiscal 2019 and fiscal 2018, respectively. The increases in the segment’s operating income in the fiscal 2019 periods compared to the prior year periods were primarily driven by increased volumes.
The Applied Sterilization Technologies segment's operating income increased $4.9 million to $53.5 million in the second quarter of fiscal 2019 as compared to $48.5 million during the same prior year period. The segment’s operating margins were 39.4% and 38.4% for the second quarter of fiscal 2019 and fiscal 2018, respectively. The Applied Sterilization Technologies segment's operating income increased $13.1 million to $109.6 million in the first six months of fiscal 2019, compared to $96.5 million during the same prior year period. The segment’s operating margins were 39.8% and 38.5% for the first six months of fiscal 2019 and 2018, respectively. The increases in the segment’s operating income in the fiscal 2019 periods over the fiscal 2018 periods were primarily driven by the revenue growth.
Liquidity and Capital Resources
The following table summarizes significant components of our cash flows for the three and six months ended September 30, 2018 and 2017:
Six Months Ended September 30, | ||||||||
(dollars in thousands) | 2018 | 2017 | ||||||
Net cash provided by operating activities | $ | 226,702 | $ | 217,377 | ||||
Net cash used in investing activities | $ | (68,156 | ) | $ | (101,541 | ) | ||
Net cash used in financing activities | $ | (139,861 | ) | $ | (119,345 | ) | ||
Debt-to-total capital ratio | 28.9 | % | 32.3 | % | ||||
Free cash flow | $ | 169,700 | $ | 144,032 | ||||
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Net Cash Provided by Operating Activities – The net cash provided by our operating activities was $226.7 million for the first six months of fiscal 2019, and $217.4 million for the first six months of fiscal 2018.
Net Cash Used In Investing Activities – The net cash used in investing activities totaled $68.2 million for the first six months of fiscal 2019 and $101.5 million for the first six months of fiscal 2018. The following discussion summarizes the significant changes in our investing cash flows for the first six months of fiscal 2019 and fiscal 2018:
• | Purchases of property, plant, equipment, and intangibles, net – Capital expenditures were $62.5 million for the first six months of fiscal 2019, as compared to $75.4 million during the same prior year period. |
• | Proceeds from the sale of property, plant, equipment, net – Proceeds from the sale of property, plant and equipment were $5.5 million during the first half of fiscal 2019, the majority of which was from the sale of a Healthcare Products facility located in the U.K. and the sale of certain assets related to the termination of a service agreement. Proceeds from the sale of property, plant and equipment were $2.1 million during the first half of fiscal 2018. |
• | Proceeds from the sale of business – During the first six months of fiscal 2018, we received $1.3 million in deferred consideration related to the fiscal 2017 sale of Synergy Health Laboratory Services. For more information, refer to our Annual Report on Form 10-K for the year ended March 31, 2018, dated May 30, 2018. |
• | Acquisitions of businesses, net of cash acquired – During the first six months of fiscal 2018, we used $28.9 million for for acquisitions. For more information on our acquisitions, refer to our Note 2 to our consolidated financial statements, "Business Acquisitions and Divestitures". |
• | Purchases of Investments – During the first half of fiscal 2019, we completed an equity investment for approximately $5.0 million. |
• | Other – During the first half of fiscal 2019, we provided approximately $6.0 million under borrowing agreements. For more information on these loan agreements, refer to our Note 17 to our consolidated financial statements, "Loans Receivable". |
Net Cash Used In Financing Activities – The net cash used in financing activities amounted to $139.9 million for the first six months of fiscal 2019 and $119.3 million for the first six months of fiscal 2018. The following discussion summarizes the significant changes in our financing cash flows for the first six months of fiscal 2019 and fiscal 2018:
• | Payments on long-term obligations - Payments on long-term obligations totaled $85.0 million in the first six months of fiscal 2019, as compared to $15.0 million in the first six months of fiscal 2018. |
• | Proceeds (payments) under credit facility, net – Net proceeds on credit facilities totaled $52.1 million in the first six months of fiscal 2019, compared to net payments of $38.2 million in the first six months of fiscal 2018. |
• | Repurchases of ordinary shares – During the first six months of fiscal 2019, we settled the repurchases of 454,000 of our ordinary shares in the aggregate amount of $48.1 million pursuant to the Board of Directors authorization announced on August 9, 2016. During the first six months of fiscal 2019, we obtained 100,647 of our ordinary shares in connection with share-based compensation award programs in the aggregate amount of $7.8 million. During the first six months of fiscal 2018, we settled the repurchases of 176,547 of our ordinary shares in the aggregate amount of $15.1 million pursuant to the Board of Directors authorization announced on August 9, 2016. During the first six months of fiscal 2018, we obtained 101,135 of our ordinary shares in connection with share-based compensation award programs in the aggregate amount of $5.6 million. |
• | Cash dividends paid to ordinary shareholders – During the first six months of fiscal 2019, we paid total cash dividends of $55.0 million, or $0.65 per outstanding share. During the first six months of fiscal 2018, we paid total cash dividends of $50.3 million, or $0.59 per outstanding share. |
• | Stock option and other equity transactions, net – We generally receive cash for issuing shares under our stock option programs. During the first six months of fiscal 2019 and fiscal 2018, we received cash proceeds totaling $4.9 million and $7.7 million, respectively, under these programs. During the first six months of fiscal 2018 we also paid dividends in the amount of $1.1 million to minority interest shareholders. |
Cash Flow Measures. Free cash flow was $169.7 million in the first six months of fiscal 2019 compared to $144.0 million in the prior year first six months (see the subsection above titled "Non-GAAP Financial Measures" for additional information and related reconciliation of cash flows from operations to free cash flow). The fiscal 2019 increases in cash flows from operations and free cash flow over fiscal 2018 were primarily due to higher earnings and the timing of capital expenditures. Our debt-to-total capital ratio was 28.9% at September 30, 2018 and 32.3% at September 30, 2017.
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Sources of Credit and Contractual and Commercial Commitments. Information related to our sources of credit and contractual and commercial commitments is included in our Annual Report on Form 10-K for the year ended March 31, 2018, dated May 30, 2018. We had $381.9 million of outstanding borrowings under the Credit Agreement as of September 30, 2018. We had $5.2 million of letters of credit outstanding under the Credit Agreement at September 30, 2018. Our commercial commitments including letters of credit outstanding under other arrangements were approximately $70.4 million at September 30, 2018 reflecting a net increase of $3.4 million in surety bonds and other commercial commitments from March 31, 2018.
Cash Requirements. We intend to use our existing cash and cash equivalent balances and cash generated from operations for short-term and long-term capital expenditures and our other liquidity needs. Our capital requirements depend on many uncertain factors, including our rate of sales growth, our Customers’ acceptance of our products and services, the costs of obtaining adequate manufacturing capacities, the timing and extent of our research and development projects, changes in our operating expenses and other factors. To the extent that existing and anticipated sources of cash are not sufficient to fund our future activities, we may need to raise additional funds through additional borrowings or the sale of equity securities. There can be no assurance that our existing financing arrangements will provide us with sufficient funds or that we will be able to obtain any additional funds on terms favorable to us or at all.
Critical Accounting Policies, Estimates, and Assumptions
Information related to our critical accounting policies, estimates, and assumptions is included in our Annual Report on Form 10-K for the year ended March 31, 2018, dated May 30, 2018. Our critical accounting policies, estimates, and assumptions have not changed materially from March 31, 2018.
Contingencies
We are, and will likely continue to be, involved in a number of legal proceedings, government investigations, and claims, which we believe generally arise in the course of our business, given our size, history, complexity, and the nature of our business, products, Customers, regulatory environment, and industries in which we participate. These legal proceedings, investigations and claims generally involve a variety of legal theories and allegations, including, without limitation, personal injury (e.g., slip and falls, burns, vehicle accidents), product liability or regulation (e.g., based on product operation or claimed malfunction, failure to warn, failure to meet specification, or failure to comply with regulatory requirements), product exposure (e.g., claimed exposure to chemicals, asbestos, contaminants, radiation), property damage (e.g., claimed damage due to leaking equipment, fire, vehicles, chemicals), commercial claims (e.g., breach of contract, economic loss, warranty, misrepresentation), financial (e.g., taxes, reporting), employment (e.g., wrongful termination, discrimination, benefits matters), and other claims for damage and relief.
We record a liability for such contingencies to the extent we conclude that their occurrence is both probable and estimable. We consider many factors in making these assessments, including the professional judgment of experienced members of management and our legal counsel. We have made estimates as to the likelihood of unfavorable outcomes and the amounts of such potential losses. In our opinion, the ultimate outcome of these proceedings and claims is not anticipated to have a material adverse affect on our consolidated financial position, results of operations, or cash flows. However, the ultimate outcome of proceedings, government investigations, and claims is unpredictable and actual results could be materially different from our estimates. We record expected recoveries under applicable insurance contracts when we are assured of recovery. Refer to Note 8 of our consolidated financial statements titled, "Commitments and Contingencies" for additional information.
We are subject to taxation from United States federal, state and local, and non-U.S. jurisdictions. Tax positions are settled primarily through the completion of audits within each individual tax jurisdiction or the closing of a statute of limitation. Changes in applicable tax law or other events may also require us to revise past estimates. The IRS routinely conducts audits of our federal income tax returns.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, that have or are reasonably likely to have, a material current or future impact on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital.
Forward-Looking Statements
This Quarterly Report on Form 10-Q may contain statements concerning certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to STERIS or its industry, products or activities that are intended to qualify for the protections afforded “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 and other laws and regulations. Forward-looking statements speak only as to the date specified in this Quarterly Report and may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “outlook,” “impact,” “potential,” “confidence,” “improve,” “optimistic,”
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“deliver,” “comfortable,” “trend”, and “seeks,” or the negative of such terms or other variations on such terms or comparable terminology. Many important factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation, disruption of production or supplies, changes in market conditions, political events, pending or future claims or litigation, competitive factors, technology advances, actions of regulatory agencies, and changes in laws, government regulations, labeling or product approvals or the application or interpretation thereof. Other risk factors are described herein and in STERIS’s other securities filings, including Item 1A of Part I of STERIS’s Annual Report on Form 10-K for the year ended March 31, 2018 and Item 1A of Part II of STERIS's Quarterly Report on 10-Q for the fiscal quarter ending June 30, 2018. Many of these important factors are outside of STERIS’s control. No assurances can be provided as to any result or the timing of any outcome regarding matters described in this Quarterly Report or otherwise with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, cost reductions, business strategies, earnings or revenue trends or future financial results. References to products are summaries only and should not be considered the specific terms of the product clearance or literature. Unless legally required, STERIS does not undertake to update or revise any forward-looking statements even if events make clear that any projected results, express or implied, will not be realized. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, (a) the receipt of approval of STERIS’s shareholders of the redomiciliation transaction, (b) any regulatory or court approvals required for the redomiciliation transaction not being obtained on the terms expected or on the anticipated schedule, (c) the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the redomiciliation transaction, (d) operating costs, Customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, Customers, clients or suppliers) being greater than expected following the redomiciliation transaction, (e) STERIS’s ability to meet expectations regarding the accounting and tax treatment of the Tax Cuts and Jobs Act (“TCJA”) or the possibility that anticipated benefits resulting from the TCJA will be less than estimated, (f) changes in tax laws or interpretations that could increase our consolidated tax liabilities, including, if the redomiciliation transaction is consummated, changes in tax laws that would result in STERIS Ireland being treated as a domestic corporation for United States federal tax purposes, (g) the potential for increased pressure on pricing or costs that leads to erosion of profit margins, (h) the possibility that market demand will not develop for new technologies, products or applications or services, or business initiatives will take longer, cost more or produce lower benefits than anticipated, (i) the possibility that application of or compliance with laws, court rulings, certifications, regulations, regulatory actions, including without limitation those relating to FDA, warning notices or letters, government investigations, the outcome of any pending FDA requests, inspections or submissions, or other requirements or standards may delay, limit or prevent new product introductions, affect the production and marketing of existing products or services or otherwise affect STERIS’s performance, results, prospects or value, (j) the potential of international unrest, economic downturn or effects of currencies, tax assessments, tariffs, and/or other trade barriers, adjustments or anticipated rates, raw material costs or availability, benefit or retirement plan costs, or other regulatory compliance costs, (k) the possibility of reduced demand, or reductions in the rate of growth in demand, for STERIS’s products and services, (l) the possibility of delays in receipt of orders, order cancellations, or delays in the manufacture or shipment of ordered products or in the provisions of services, (m) the possibility that anticipated growth, cost savings, new product acceptance, performance or approvals, or other results may not be achieved, or that transition, labor, competition, timing, execution, regulatory, governmental, or other issues or risks associated with STERIS’s businesses, industry or initiatives including, without limitation, those matters described in STERIS’s Annual Report on Form 10-K for the year ended March 31, 2018 and other securities filings, may adversely impact STERIS’s performance, results, prospects or value, (n) the impact on STERIS and its operations, or tax liabilities, of “Brexit” or the exit of other member countries from the EU, and the Company' s ability to respond to such impacts, (o) the impact on STERIS and its operations of new legislation, regulations or orders, including, but not limited to any new trade or tax legislations, regulations or orders, that may be implemented by the U.S. Administration or Congress, or of any responses thereto, (p) the possibility that anticipated financial results or benefits of recent acquisitions, or of STERIS’s restructuring efforts, or of recent divestitures, will not be realized or will be other than anticipated, and (q) the effects of contractions in credit availability, as well as the ability of STERIS’s Customers and suppliers to adequately access the credit markets when needed.
Availability of Securities and Exchange Commission Filings
We make available free of charge on or through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports as soon as reasonably practicable after we file such material with, or furnish such material to, the Securities Exchange Commission ("SEC.") You may access these documents on the Investor Relations page of our website at http://www.steris-ir.com. The information on our website and the SEC's website is not incorporated by reference into this report. You may also obtain copies of these documents by accessing the SEC’s website at http://www.sec.gov.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
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In the ordinary course of business, we are subject to interest rate, currency, and commodity risks. Information related to these risks and our management of these exposures is included in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report on Form 10-K for the year ended March 31, 2018, dated May 30, 2018. Our exposures to market risks have not changed materially since March 31, 2018.
Fluctuations in currency rates could affect our revenues, cost of revenues and income from operations and could result in currency exchange gains and losses. During the first half of fiscal 2019, we entered into forward currency contracts in order to hedge a portion of our expected non-U.S. dollar denominated earnings against our reporting currency, the U.S. dollar. These currency exchange contracts will mature during fiscal 2019. We have executed forward currency contracts to hedge a portion of results denominated in euros, Mexican pesos and Canadian dollars. We did not elect hedge accounting for these forward currency contracts; however, we may seek to apply hedge accounting in future scenarios. As a result, we may experience volatility due to (i) the timing mismatch of unrealized hedge gains or losses versus recognition of the underlying hedged earnings, and (ii) the impact of unrealized and realized hedge gains or losses being reported in selling, general and administrative expenses, whereas the offsetting economic gains and losses of the underlying hedged earnings are reported in the various line items of our Consolidated Statements of Income.
ITEM 4. | CONTROLS AND PROCEDURES |
Under the supervision of and with the participation of our management, including the Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as of the end of the period covered by this Quarterly Report. Based on that evaluation, including the assessment and input of our management, the PEO and PFO concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, that occurred during the quarter ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS |
Information regarding our legal proceedings is included in this Form 10-Q in Note 8 to our consolidated financial statements titled, "Commitments and Contingencies" and in Item 7 of Part II, titled “Management's Discussion and Analysis of Financial Conditions and Results of Operations," of our Annual Report on Form 10-K for the year ended March 31, 2018, dated May 30, 2018.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
On August 9, 2016, the Company announced that its Board of Directors had authorized the purchase of up to $300 million (net of taxes, fees and commissions) of our ordinary shares. We may enter into share repurchase contracts until August 2, 2021 to effect these purchases. Shares may be repurchased from time to time through open market transactions, including 10b5-1 plans. The repurchase program may be suspended or discontinued at any time. During the first half of fiscal 2019, we repurchased 445,700 of our ordinary shares pursuant to this authorization. During the first half of fiscal 2019, we obtained 100,647 of our ordinary shares in connection with share based compensation award programs.
The following table summarizes the ordinary shares repurchase activity during the second quarter of fiscal 2019 under our ordinary share repurchase program:
(a) Total Number of Shares Purchased | (b) Average Price Paid Per Share | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans | (d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans at Period End | |||||||||||
July 1-31 | 84,000 | $ | 110.46 | 84,000 | $ | 115,753 | ||||||||
August 1-31 | 92,000 | 114.79 | 92,000 | 105,192 | ||||||||||
September 1-30 | 10,700 | $ | 113.39 | 10,700 | $ | 103,979 | ||||||||
Total | 186,700 | (1) | 112.76 | (1) | 186,700 | 103,979 | ||||||||
(1) Does not include 10 shares purchased during the quarter at an average price of $113.03 per share by the STERIS Corporation 401(k) Plan on behalf of certain executive officers of the Company who may be deemed to be affiliated purchasers.
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ITEM 1A. | RISK FACTORS |
For a complete discussion of the Company's risk factors, you should carefully review the risk factors included in Item 1A. of Part I of our Annual Report on Form 10-K for the fiscal year ended March 31, 2018.
Other than the additional update to the risk factor set forth below, there have been no material changes to the risk factors set forth in Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2018 dated May 30, 2018.
Tax and trade risks
Current economic and political conditions make tax rules in any jurisdiction subject to significant change.
The U.S. Tax Cuts and Jobs Act (“TCJA”) was signed into law on December 22, 2017. Additional regulations and guidance have been and are likely to be issued clarifying the application of this new legislation. We cannot predict the overall impact that the regulations or guidance may have on our business. In addition, we may not be able to determine conclusively the applicability or enforceability of such additional regulations or guidance on tax planning or tax positions that we have taken or may take going forward. It is reasonable to expect that global taxing authorities will be reviewing current legislation for potential modifications in reaction to the implementation of the TCJA. In addition, further changes in the tax laws of other jurisdictions could arise, including as a result of the base erosion and profit shifting ("BEPS") project undertaken by the Organization for Economic Cooperation and Development ("OECD"). The OECD, which represents a coalition of member countries, has issued recommendations that, in some cases, would make substantial changes to numerous long-standing tax positions and principles. These contemplated changes, to the extent adopted by OECD members and/or other countries, could increase tax uncertainty and may adversely impact our provision for income taxes.
Furthermore, as a result of the anticipated withdrawal of the United Kingdom from the European Union (“Brexit”), entities such as the Company that are organized under the laws of England and Wales are expected to lose the benefit of the tax and other treaties between the U.S. and European Union ("EU"). Without further action by the United Kingdom and U.S. governments, the Company may consequentially be subject to higher tax liabilities, which may be significant.
The Company has evaluated several alternatives due to Brexit’s continuing risks and uncertainties and concluded that redomiciling the Company to Ireland is the best path forward. Maintaining the Company’s domicile in a EU member country is anticipated to preserve the current and significant future financial benefits initially established in 2015 at the time of the Combination with Synergy. The effect of the redomiciliation will be to establish a new holding company for the Company, but it is not expected to materially change the day-to-day operations of the business. The Company anticipates completing the redomiciliaton prior to March 29, 2019, which is the date Brexit is scheduled to occur. However, the proposal is subject to approval by the Company’s shareholders and the English courts, and it is possible that the redomicile may be delayed or not occur.
The lack of clarity surrounding tax rules and regulations in the jurisdictions where the Company does business as a result of Brexit, TCJA, OECD, and otherwise creates uncertainty for the Company. In addition to higher tax liabilities, the outcome of potential changes to tax rules and regulations applicable to the Company may adversely affect the Company’s business, operations, and financial condition.
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ITEM 6. | EXHIBITS |
Exhibits required by Item 601 of Regulation S-K
Exhibit Number | Exhibit Description |
3.1 | |
3.2 | |
4.1 | |
10.1 | |
10.2 | |
10.3 | |
10.4 | |
15.1 | |
31.1 | |
31.2 | |
32.1 | |
EX-101 | Instance Document. |
EX-101 | Schema Document. |
EX-101 | Calculation Linkbase Document. |
EX-101 | Definition Linkbase Document. |
EX-101 | Labels Linkbase Document. |
EX-101 | Presentation Linkbase Document. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
STERIS plc |
/s/ KAREN L. BURTON |
Karen L. Burton Vice President, Corporate Controller and Chief Accounting Officer |
November 6, 2018 |
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EXHIBIT 10.1
Description of STERIS plc Non-Employee Director Compensation Program
Summarized below is the Director compensation program for STERIS plc (“STERIS”) non-employee Directors for the term of office beginning July 31, 2018 and subsequent terms.
An annual retainer of $400,000 is payable to the Chairman of the Board and an annual retainer of $280,000 is payable to each other non-employee Director. The retainer fees are payable in full at the beginning of each Director’s term. Retainer fees are fully vested immediately, regardless of the form in which paid.
For the term of office beginning August 1, 2018, $240,000 of the retainer fee is payable as follows to all Directors: $65,000 in cash, $87,500 in stock options and $87,500 in career restricted stock units (“CRSUs”). Each Director was given the option to elect to receive all or a part of the cash or option portions of the foregoing fee in STERIS shares or CRSUs and was given the option to elect to receive all or part of the CRSU portion of the foregoing fee in STERIS shares.
The remaining $40,000 of the retainer fee for the term of office beginning in 2018 is payable to each of the Directors, other than the Chairman, as follows: $15,000 in cash, $12,500 in options and $12,500 in CRSUs. The remaining $160,000 of the retainer fee for the Chairman for the term of office beginning in 2018 is payable as follows: $55,000 cash, $52,500 CRSUs, and $52,500 options.
For the term of office beginning in 2019, the retainer fees will be as follows: $80,000 in cash ($120,000 for the Chairman), $100,000 in stock options ($140,000 for the Chairman) and $100,000 in CRSUs (“CRSUs”) ($140,000 for the Chairman). Each Director will be given the option to elect to receive all or a part of the cash or option portions of the fee in STERIS shares or CRSUs and to elect to receive all or part of the CRSU portion of the fee in STERIS shares.
Notwithstanding the foregoing, the available forms of payment for Directors who have not satisfied the Company’s Non-Employee Director Stock Ownership Guidelines are limited until such time as those Guidelines have been satisfied. A Director who has not met the Guidelines will receive a retainer fee of $80,000 in cash, with the remaining portion of such Director’s retainer fee payable in CRSUs. The Director also may elect to receive additional CRSUs in lieu of all or part of the cash portion of the fee.
Permitted elections for incumbent Directors are required to be made on or before the December 31 that immediately precedes the beginning of the term for which the compensation will be paid.
The number of CRSUs or STERIS shares a Director is entitled to receive is determined based upon the dollar amount of the retainer fees elected to be received in CRSUs or STERIS shares, and the NYSE STERIS per share closing price on the effective date of grant. The number of options a Director is entitled to receive is determined based upon the same factors and a Black-Scholes calculation, and the option price is the NYSE per share closing price on the effective date of grant.
A Director’s CRSU’s will be settled in STERIS ordinary shares six months after the cessation of the Director’s Board service. Directors will be paid cash dividend equivalents on their CRSUs as dividends are paid on STERIS ordinary shares.
Annual Committee Chair fees are payable in the following amounts, with payments to be made at the beginning of each term: $20,000 for the Audit Committee Chair and $15,000 for the other Committee Chairs. Meeting fees are payable at a rate of $1,000 per meeting for Board meetings and assigned Committee meetings attended in excess of 20 during the annual term.
The STERIS Director compensation program for non-employee Directors may be modified by the Board of Directors.
EXHIBIT 10.2
STERIS PLC
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES – _________
This Agreement (“Agreement”) is between STERIS plc (“STERIS”) and <first_name> <middle_name> <last_name> (“Optionee”), with respect to the grant of a Nonqualified Stock Option by STERIS to Optionee pursuant to the STERIS plc 2006 Long-Term Equity Incentive Plan, as Amended and Restated Effective August 2, 2016, and as further amended from time to time (the “Plan”). All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan.
1. Grant of Option. STERIS hereby grants to Optionee, as of the date (“Date of Grant”) set forth above and in the Acknowledgment and Acceptance Form accompanying this Agreement (“Acknowledgment”), an option (the “Option”) to purchase all or any number of an aggregate <shares_awarded> of STERIS Ordinary Shares, par value ten pence per share, as previously disclosed to Optionee and as reflected in the records of STERIS as granted as of the Date of Grant, at an exercise price equal to [___% of] the closing sales price per share of STERIS’s Ordinary Shares as of the Date of Grant and as reported on the New York Stock Exchange Composite Tape (the “Option Price”), upon and subject to the terms of this Agreement and the Plan.
2. Documents Delivered with Agreement. STERIS has delivered or made available to the Optionee, along with this Agreement, the following documents: (a) STERIS’s Insider Trading Policy (the “Policy”); (b) the Plan and its related Prospectus; (c) the Nondisclosure and Noncompetition Agreement to be entered into between STERIS and Optionee (the “Nondisclosure Agreement”); (d) the Acknowledgment; and (e) STERIS Corporation or STERIS’s most recent Annual Report to Shareholders and Form 10-K filed with the US Securities and Exchange Commission and most recent Annual Report and Accounts. Acceptance and compliance with these documents is a condition to the effectiveness of this grant of nonqualified stock options. By accepting this Agreement or executing the Acknowledgment, the Optionee acknowledges receipt, review and acceptance of these documents and compliance with their terms. Furthermore, as a condition of the grant of this Option, STERIS in its discretion, may require Optionee to return an executed copy of the Acknowledgement in such format as STERIS may require.
3. Terms and Conditions of Option. The Option is a Nonqualified Option and shall not be treated as an Incentive Stock Option. In addition to this Agreement, the Option shall also be subject to all of the terms and conditions of the Policy and Plan. The Option shall be effective upon the Optionee’s acceptance of this Agreement and the Nondisclosure Agreement, both of which shall be conclusively deemed to have occurred either upon electronic acceptance or STERIS’s receipt of the signed Acknowledgment. If Optionee violates the terms of the Policy, the Plan, this Agreement, the Nondisclosure Agreement, or any agreement with similar terms previously entered into by Optionee (collectively “Prior Agreements”), any and all options to purchase Common Shares that were granted by STERIS to Optionee (including the Option granted by this Agreement or any Prior Agreements) shall be forfeited, void, and of no further force and effect. Also, by accepting this Option, Optionee agrees that the Board or Chief Executive Officer of STERIS or his delegatee or delegatees may require the Optionee to use a specific broker dealer for the exercise and sale of the STERIS Common Shares subject to this Option or subject to any other option previously granted by STERIS to Optionee.
4. Term of Option. Unless earlier terminated pursuant to Section 11 of the Plan, the Option shall terminate at the close of business on, and shall not be exercisable at any time after, the tenth (10th) anniversary of the Date of Grant.
EXHIBIT 10.2
5. Vesting. So long as Optionee remains in the employ of STERIS or a Subsidiary, but subject to the terms of this Agreement and the Plan, the Option shall vest in ____ equal annual installments, with the first installment to vest on _________ and the ____ remaining installments to vest on each of the ____ succeeding anniversaries thereof (except that any portions of such installments representing fractional Ordinary Shares shall be aggregated and shall be included in the portion of the Option that vests on the earliest vesting date after the Date of Grant; provided, however, the provisions of Section 11(d)(ii) of the Plan regarding immediate exercisability of Option Rights shall apply to the Option only if Optionee dies while in the service of STERIS or any Subsidiary. Notwithstanding the foregoing, if any date on which
2
EXHIBIT 10.2
the Option or a portion thereof would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter.
6. Exercise of Vested Option. Except as otherwise provided (a) in Section 11 of the Plan, the rules of which, as modified hereby, shall apply to this Agreement including as described in Section 16 of this Agreement, or (b) in Section 16 of this Agreement, the Option shall be exercisable only while Optionee is in the employ of STERIS or a Subsidiary. To the extent exercisable under this Agreement, the Option may be exercised from time to time in whole or in part.
7. Method of Exercise. A request to exercise the Option requires delivery of (a) the Option Price payable in cash or by check acceptable to STERIS or by wire transfer of immediately available funds, or by such other methods as may be approved by the Board or the Chief Executive Officer or his delegatee or delegatees, as applicable and (b) a written notice to STERIS identifying this Agreement and specifying the number of Ordinary Shares as to which the Option is being exercised. The Ordinary Shares to which Optionee is entitled upon exercise of the Option shall not be represented by certificates unless otherwise provided by resolution of the Board of STERIS or required by law, but STERIS shall cause such Ordinary Shares to be registered in the name of Optionee or Optionee’s nominee in STERIS’s stock registry promptly following exercise.
8. Certain Determinations. Application, violation, or other interpretation of the terms of this Agreement, the Nondisclosure Agreement, the Plan, the Policy, any Prior Agreement, or any STERIS policy shall be determined by the Board or the Chief Executive Officer or his delegatee or delegatees, if applicable, in their sole discretion, and such determination shall be final and binding on Optionee.
9. Termination of the Plan; No Right to Future Grants; No Right of Employment; Extraordinary Item of Compensation. By entering into this Agreement, Optionee acknowledges: (a) that the Plan is discretionary in nature and may be suspended or terminated by STERIS at any time; (b) that the grant of the Option is a one-time benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (c) that all determinations with respect to any such future grants, including, but not limited to, the times when each option shall be granted, the number of shares subject to each option, the option price, and the time or times when each option shall be exercisable, will be at the sole discretion of STERIS; (d) that Optionee’s participation in the Plan shall not create a right to further employment with Optionee’s employer and shall not interfere with the ability of Optionee’s employer to terminate Optionee’s employment relationship at any time with or without cause; (e) that Optionee’s participation in the Plan is voluntary; (f) that the value of the Option is an extraordinary item of compensation which is outside the scope of Optionee’s employment contract, if any; (g) that the Option is not part of normal and expected compensation for purposes of any other employee benefit plan or program of STERIS, including for purposes of calculating any severance, resignation, redundancy, end of service, bonus, long-service, pension or retirement benefits or similar payments; (h) that the right to purchase stock ceases upon termination of employment for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (i) that the future value, if any, of the shares is unknown and cannot be predicted with certainty; (j) that, where Optionee’s employer is a Subsidiary of STERIS, the Option has been granted to Optionee in Optionee’s status as an employee of such Subsidiary, and the terms of this Agreement can be modified by STERIS to facilitate the issuance and administration of the award, and can in no event be understood or interpreted to mean that STERIS is Optionee’s employer or that Optionee has an employment relationship with STERIS; (k) that neither STERIS nor Optionee’s employer has any obligation to or intends to notify Optionee of any impending expiration or lapse of the Option or any other option granted to Optionee by STERIS, it being the responsibility of Optionee to remain informed of the same, and neither STERIS nor such employer shall have any liability to Optionee as a result of
3
EXHIBIT 10.2
Optionee’s failure to exercise the Option or any other option prior to the expiration or lapse thereof; and (l) that to the extent unvested, the Options have no value and if the underlying shares do not increase in value above the Option Price, vested Options will have no value.
10. Employee Data Privacy. By entering into the Agreement, and as a condition of the grant of the Option, Optionee consents to the collection, use and transfer of personal data as described in this Section 10. Optionee understands that STERIS and its Subsidiaries hold certain personal information about Optionee, including, but not limited to, Optionee’s name, home address and telephone number, date of birth, social security number, salary, nationality, job title, any shares of stock or directorships held in STERIS, details of all Options or other evidence of shares of stock or options awarded, canceled, exercised, vested, unvested or outstanding in Optionee’s favor, for the purpose of managing and administering the Plan (“Data”). Optionee further understands that STERIS and/or its Subsidiaries will transfer Data among themselves as necessary for the purposes of implementation, administration and management of the Optionee’s participation in the Plan, and that STERIS and/or its Subsidiaries may each further transfer Data to any third parties assisting STERIS in the implementation, administration and management of the Plan (“Data Recipients”). Optionee understands that these Data Recipients may be located in Optionee’s country of residence, the European Economic Area, and in countries outside the European Economic Area, including the United States. Optionee authorizes the Data Recipients to receive, possess, use, retain and transfer Data in electronic or other form, for the purposes of implementing, administering and managing the Plan, including any transfer of such Data, as may be necessary or appropriate for the administration of the Plan and/or the subsequent holding of shares of stock on Optionee’s behalf, to a broker or third party with whom the shares acquired on exercise may be deposited. Optionee understands that he or she may, at any time, review the Data, require any necessary amendments to it or withdraw the consent herein by notifying STERIS in writing. Optionee further understands that withdrawing consent may affect Optionee’s ability to participate in the Plan, at the sole discretion of the Board or the Chief Executive Officer or his delegatee or delegatees, if applicable.
11. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern.
12. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall have a material adverse effect on the rights of Optionee under this Agreement without Optionee’s consent.
13. Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid or unenforceable, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid or unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable and valid while accomplishing the most similar purpose.
14. Governing Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Ohio, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction. Any unresolved dispute relating to this Agreement shall be submitted exclusively to the jurisdiction of the courts of Lake County Ohio.
15. Miscellaneous. Nothing contained in this Agreement shall be understood as conferring on Optionee any right to continue as an employee of STERIS or any Subsidiary. STERIS reserves the right to correct any clerical, typographical, or other error in this Agreement or otherwise with respect to this grant. This Agreement shall inure to the benefit of and be binding upon its parties and their respective heirs,
4
EXHIBIT 10.2
executors, administrators, successors, and assigns, but the Option shall not be transferable by Optionee other than as provided in Section 17 of the Plan.
16. Extended Option Exercises.
[For Non-UK Optionees]
(a) Pursuant to Section 11 of the Plan, the Board hereby consents to the Optionee’s Qualifying Retirement if, at the time that the Optionee terminates service with STERIS, the Optionee satisfies the requirements of Section 11(b)(iii) of the Plan other than the requirement of the Board having consented thereto (which consent is hereby given). Notwithstanding Section 11(b)(i) of the Plan, for purposes of this Agreement and for purposes of the Option and the Plan provisions relating to this Agreement and the Option that use the term “Extended Exercise Period”, “Extended Exercise Period” means the period that begins on the date of retirement and ends on the expiration date of the Option. The foregoing provisions of this Section 16(a) and the provisions of Section 11(b) of the Plan shall not apply to this Option, and the Optionee shall not be deemed to have terminated employment in a Qualifying Retirement at such time as his or her employment terminates, if at the time of the grant of this Option the Optionee is a resident of the United Kingdom or the application of such provisions would otherwise violate applicable law because of the age requirement included in the Qualifying Retirement definition.
[For UK Optionees]
(a) Notwithstanding anything to the contrary herein or in the Plan, the provisions of Section 11(b) of the Plan and the other Plan provisions regarding “Qualifying Retirement” or termination of service on account of Qualifying Retirement shall not apply to this Agreement or the Option if at the time of the grant of this Option the Optionee is a resident of the United Kingdom or the application of such provisions would otherwise violate applicable law because of the age requirement included in the Qualifying Retirement definition.
(b) Without limiting the foregoing and notwithstanding Section 11(b)(i) of the Plan, if the Optionee has at least twenty-five consecutive years of service at the time his Service Termination Date occurs, the Optionee shall be entitled to exercise the vested portion of this Option from time to time on any date during the period that begins on Optionee’s Service Termination Date and ends on the expiration of this Option (“Special Service Exercise Period”); provided, however, (i) if, at any time during the Special Service Exercise Period, the Optionee fails to remain in Good Standing, any portion of this Option then held by Optionee shall be forfeited and of no force or effect; and (ii) if the Optionee dies during the Special Service Exercise Period and while in Good Standing, the Option will thereafter be exercisable, to the extent exercisable by the Optionee on the date of the Optionee’s death, at the same times (for so long and only so long after the Optionee’s death) as if the Optionee had continued in the service of the Company through the date of the Optionee’s death.
(c) For the purposes of Section 16(b) hereof, the Optionee will cease to remain in “Good Standing” during his or her Special Service Exercise Period if the Optionee engages or has engaged in any Detrimental Activity or commits or has committed a material violation of any applicable provision of any Company policy or of any Evidence of Award or other agreement with the Company or a Subsidiary or if, at any time during the Special Service Exercise Period, he or she otherwise acts in a manner detrimental to the interests of the Company or any of its Subsidiaries, including but not limited to, if the
5
EXHIBIT 10.2
Optionee is a Non-Employee Director, directly or indirectly materially competing with the Company or any of its Subsidiaries.
IN WITNESS WHEREOF, STERIS has caused this Agreement to be executed on its behalf by its duly authorized officer, and Optionee has entered into this Agreement and accepted all terms and conditions thereof by electronic acceptance and/or by the signed Acknowledgment, either of which has the same force and binding effect as if this Agreement were physically signed by Optionee, all as of the Date of Grant.
STERIS plc By: J. Adam Zangerle Senior Vice President, General Counsel & Company Secretary | Optionee Signature by electronic acceptance and/or execution of the Acknowledgment and Acceptance form. |
6
EXHIBIT 10.3
FORM OF STERIS PLC RESTRICTED STOCK
AGREEMENT FOR EMPLOYEES
STERIS plc
RESTRICTED STOCK AGREEMENT FOR EMPLOYEES – _______
This Agreement (“Agreement”) is between STERIS plc (“STERIS”) and < first_name> <middle_name> < last_name> (“Grantee”), with respect to the grant of shares of STERIS restricted stock to Grantee pursuant to the STERIS plc 2006 Long-Term Equity Incentive Plan, as Amended and Restated Effective August 2, 2016, and as further amended from time to time (the “Plan”). All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan.
1. Grant of Restricted Shares. STERIS hereby grants to Grantee, as of the date (“Date of Grant”) set forth above and in the Acknowledgment and Acceptance Form accompanying this Agreement (“Acknowledgment”),<shares_awarded> Ordinary Shares of STERIS restricted stock, par value ten pence per share, as previously disclosed to Grantee and as reflected in the records of STERIS as granted as of the Date of Grant (“Restricted Shares”), upon and subject to the terms of this Agreement and the Plan. The Restricted Shares covered by this Agreement shall be issued to the Grantee effective upon the Date of Grant. The Ordinary Shares subject to this grant of Restricted Shares shall be registered in the Grantee’s name in STERIS’s stock registry as fully paid and nonassessable. Any certificate or other evidence of ownership or the book entry representing the Restricted Shares shall bear an appropriate legend referring to the restrictions hereinafter set forth.
2. Documents Delivered with Agreement. STERIS has delivered or made available to the Grantee, along with this Agreement, the following documents: (a) STERIS’s Insider Trading Policy (the “Policy”); (b) the Plan and its related Prospectus; (c) the Nondisclosure and Noncompetition Agreement to be entered into between STERIS and Grantee (the “Nondisclosure Agreement”); (d) the Acknowledgment; and (e) STERIS or STERIS Corporation’s most recent Annual Report to Shareholders and Form 10-K filed with the US Securities and Exchange Commission. Acceptance and compliance with these documents is a condition to the effectiveness of this grant of Restricted Shares. By accepting this Agreement or executing the Acknowledgment, the Grantee acknowledges receipt, review and acceptance of these documents and compliance with their terms. Furthermore, as a condition of this grant of Restricted Shares, STERIS in its discretion, may require Grantee to return an executed copy of the Acknowledgement in such format as STERIS may require.
3. Restrictions on Transfer of Shares. The Ordinary Shares subject to this grant of Restricted Shares may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee, except to STERIS, unless, and only to the extent, the Restricted Shares have vested and become nonforfeitable as provided in Section 4 hereof or as otherwise provided in the Plan; provided, however, that the Grantee’s rights with respect to such Ordinary Shares may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this Section 3 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Ordinary Shares. STERIS in its sole discretion, when and as permitted by the Plan, may waive the restrictions on transferability with respect to all or a portion of the Ordinary Shares subject to this grant of Restricted Shares.
4. Vesting of Restricted Shares. Subject to the terms of this Agreement and the Plan, other than Section 23 of the Plan, the provisions of which shall not apply, this grant of Restricted Shares is subject to the following limitations:
[For All Grantees Who Are Not UK Residents AND Who Are Not Special Grantees]
[(a) If at the Date of Grant Grantee has attained age 55 and been in the service of STERIS and/or a Subsidiary for at least five consecutive years (“Qualifying Retirement Eligible”) or if at the Date of Grant Grantee has been in the service of STERIS and/or a Subsidiary for at least twenty-five consecutive years (“Qualifying Service Eligible”), then in either case the Restricted Shares shall vest and become nonforfeitable in equal annual installments, on _____ and on each of the ____ immediately succeeding anniversaries thereof (each such succeeding anniversary, an “Anniversary Date”).
(b) If at the Date of Grant the Grantee is not Qualifying Retirement Eligible or Qualifying Service Eligible, the Restricted Shares shall vest and become nonforfeitable on _________.
(c) Notwithstanding the foregoing (i) if before the Restricted Shares have otherwise become vested and nonforfeitable pursuant to paragraph (b) above the Grantee becomes Qualifying Retirement Eligible, then on the Anniversary Date that coincides with or immediately succeeds the date the Grantee becomes Qualifying Retirement Eligible and provided the Grantee has remained in the employ of STERIS or a Subsidiary through such Anniversary Date, the Restricted Shares will become vested and nonforfeitable to the same extent as they would have been on such date under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant, and if such Anniversary Date is not the ____ Anniversary Date subsequent to the Date of Grant, the Restricted Shares will thereafter continue to vest in the same manner and to the same extent as would have been the case under paragraph (a) had the Grantee been Qualifying Retirement Eligible at the Date of Grant, or (ii) if before the Restricted Shares have otherwise become vested and nonforfeitable pursuant to paragraph (b) above the Grantee becomes Qualifying Service Eligible, then on the Anniversary Date that coincides with or immediately succeeds the date the Grantee becomes Qualifying Service Eligible and provided the Grantee has remained in the employ of STERIS or a Subsidiary through such Anniversary Date, the Restricted Shares will become vested and nonforfeitable to the same extent as they would have been on such date under paragraph (a) had the Grantee been Qualifying Service Eligible at the Date of Grant, and if such Anniversary Date is not the ____ Anniversary Date subsequent to the Date of Grant, the Restricted Shares will thereafter continue to vest in the same manner and to the same extent as would have been the case under paragraph (a) had the Grantee been Qualifying Service Eligible at the Date of Grant. If the Grantee would be entitled to vesting pursuant to either or both clause (i) or clause (ii) above prior to the date specified in paragraph (b) above, then whichever clause results in the more rapid vesting shall be applicable to the Grantee.
(d) Notwithstanding the foregoing, if any Anniversary Date on which the Restricted Shares or a portion thereof would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter.
(e) Notwithstanding anything herein to the contrary, the provisions of Section 11 of the Plan, other than Section 11(d)(iii), shall not apply to the Restricted Shares, and if the Grantee terminates service with STERIS and all Subsidiaries prior to the date on which the Grantee’s Restricted Shares have become fully vested and nonforfeitable, subject to the provisions of Section 11(d)(iii) of the Plan, those portions of the Restricted Shares that are not vested at the time of such termination shall be forfeited.
(f) Also notwithstanding the foregoing, if on any Anniversary Date any portion of the Restricted Shares that would otherwise vest on such Anniversary Date represents a fractional share, that portion shall be aggregated with any portions of the Restricted Shares that represent fractional shares and would otherwise vest on succeeding Anniversary Dates and all portions so aggregated shall vest on the first of the aforesaid Anniversary Dates.
[For Grantees Resident in the UK Who Are Not Special Grantees]
(a) If at the Date of Grant, Grantee has been in the service of STERIS and/or a Subsidiary for at least twenty-five consecutive years (“Qualifying Service Eligible”), the Restricted Shares shall vest and become nonforfeitable in ____ equal annual installments, on ______ and on each of the ____ immediately succeeding anniversaries thereof (each such date, an “Anniversary Date”).
(b) If at the Date of Grant the Grantee is not Qualifying Service Eligible, the Restricted Shares shall vest and become nonforfeitable on ______; provided, however, that if before the Restricted Shares have otherwise become vested and nonforfeitable pursuant to the foregoing provision, the Grantee becomes Qualifying Service Eligible, then on the Anniversary Date that coincides with or immediately succeeds the date the Grantee becomes Qualifying Service Eligible and provided the Grantee has remained in the employ of STERIS or a Subsidiary through such Anniversary Date, the Restricted Shares will become vested and nonforfeitable to the same extent as they would have been on such date under paragraph (a) had the Grantee been Qualifying Service Eligible at the Date of Grant, and if such Anniversary Date is not the _____ Anniversary Date subsequent to the Date of Grant, the Restricted Shares will thereafter continue to vest in the same manner and to the same extent as would have been the case under paragraph (a) had the Grantee been Qualifying Service Eligible at the Date of Grant.
(c) Notwithstanding the foregoing, if any Anniversary Date or other date on which the Restricted Shares or a portion thereof would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter.
(d) Notwithstanding anything herein to the contrary, the provisions of Section 11 of the Plan, other than Section 11(d)(iii), shall not apply to the Restricted Shares, and if the Grantee terminates service with STERIS and all Subsidiaries prior to the date on which the Grantee’s Restricted Shares have become fully vested and nonforfeitable, subject to the provisions of Section 11(d)(iii) of the Plan, those portions of the Restricted Shares that are not vested at the time of such termination shall be forfeited.
(e) Also notwithstanding the foregoing, if on any Anniversary Date any portion of the Restricted Shares that would otherwise vest on such Anniversary Date represents a fractional share, that portion shall be aggregated with any portions of the Restricted Shares that represent fractional shares and would otherwise vest on succeeding Anniversary Dates and all portions so aggregated shall vest on the first of the aforesaid Anniversary Dates.
[For Special Grantees]
a)The Restricted Shares shall vest and become nonforfeitable in ___ equal annual installments on ______________________________.
b)Notwithstanding the foregoing, if the date on which the Restricted Shares or a portion thereof would otherwise vest is not a trading day on the New York Stock Exchange, such vesting shall be deferred until the first trading day thereafter.
c)Notwithstanding anything herein to the contrary, the provisions of Section 11 of the Plan, other than Section 11(d)(iii), shall not apply to the Restricted Shares, and if the Grantee terminates service with STERIS and all Subsidiaries prior to the date on which the Grantee’s Restricted Shares have become fully vested and nonforfeitable, subject to the provisions of Section 11(d)(iii) of the Plan, those portions of the Restricted Shares that are not vested at the time of such termination shall be forfeited.
5. Forfeiture of Shares. Subject to the terms of this Agreement and the Plan, if the Grantee violates the Policy, this Agreement, or the Nondisclosure Agreement or ceases to be employed by STERIS or a Subsidiary prior to the time all of the Restricted Shares have become vested and nonforfeitable, the Restricted Shares shall be forfeited, to the extent not then vested, subject to the provisions of Section 11(d)(iii) of the Plan. In the event of a forfeiture under this Section 5, any forfeited Restricted Shares shall be returned by the Grantee to STERIS for no consideration.
6. Dividend, Voting and Other Rights. Except as otherwise provided herein, from and after the Date of Grant, the Grantee shall have all of the rights of a shareholder with respect to the Restricted Shares covered by this Agreement, including the right to vote such Restricted Shares and receive any dividends that may be paid thereon; provided, however, that any additional Ordinary Shares or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, issuance of rights or warrants, stock split, combination of shares, recapitalization, merger, consolidation, separation, or reorganization or any other change in the capital structure of STERIS shall be subject to the same or similar restrictions as the Restricted Shares covered by this Agreement as determined by STERIS.
7. Stock Certificate(s). The Ordinary Shares subject to this grant of Restricted Shares shall not be represented by certificates unless otherwise provided by resolution of the Board of STERIS or required by law, and if such Ordinary Shares should be represented by certificates, the certificates will be held in custody by STERIS until those shares shall vest in accordance with the provisions hereof or as otherwise provided in the Plan. STERIS shall cause the Restricted Shares to be registered in the name of Grantee in STERIS’s stock registry, with the foregoing restrictions noted thereon. STERIS may require as a condition to the effectiveness of this grant of Restricted Shares that Grantee deliver to STERIS a stock power endorsed in blank by the Grantee with respect to the Restricted Shares and Grantee agrees to deliver the same.
8. Compliance with Law. Notwithstanding any other provision of this Agreement, STERIS shall not be obligated to issue any Ordinary Shares pursuant to this Agreement if the issuance thereof would result in a violation of any applicable law.
9. Employment. For purposes of this Agreement, the continuous employment of the Grantee with STERIS or a Subsidiary shall not be deemed to have been interrupted, and Grantee shall not be deemed to cease being an employee of STERIS or Subsidiary, by reason of (i) the transfer of his or her employment among STERIS and its Subsidiaries or (ii) a leave of absence not to exceed 12 months approved in writing by a duly elected officer of STERIS.
10. Certain Determinations. The application, violation, or other interpretation of the terms of this Agreement, the Plan, the Nondisclosure Agreement, the Policy, or any other STERIS policy shall be determined by the Board or the Chief Executive Officer or his delegatee or delegatees, if applicable, in their sole discretion, and such determination shall be final and binding on the Grantee.
11. Termination of the Plan; No Right to Future Grants; No Right of Employment; Extraordinary Item of Compensation. By entering into this Agreement, the Grantee acknowledges: (a) that the Plan is discretionary in nature and may be suspended or terminated by STERIS at any time; (b) that the grant of Restricted Shares is a one-time benefit which does not create any contractual or other right to receive future grants of restricted shares, or benefits in lieu of restricted shares; (c) that all determinations with respect to any such future grants, including, but not limited to, the times when the restricted shares shall be granted, the number of shares subject to each grant of restricted shares, and the time or times when the restricted shares shall become nonforfeitable, will be at the sole discretion of STERIS; (d) that the Grantee’s participation in the Plan shall not create a right to further employment with the Grantee’s employer and shall not interfere with the ability of the Grantee’s employer to terminate the Grantee’s employment relationship at any time with or without cause; (e) that the Grantee’s participation in the Plan is voluntary; (f) that the value of the Restricted Shares is an extraordinary item of compensation which is outside the scope of the Grantee’s employment contract, if any; (g) that the Restricted Shares are not part of normal and expected compensation for purposes of any other employee benefit plan or program of STERIS, including for purposes of calculating any severance, resignation, redundancy, end of service, bonus, long-service, pension or retirement benefits or similar payments; (h) that the right to vesting of the Restricted Shares ceases upon termination of employment for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (i) that the future value, if any, of the Restricted Shares is unknown and cannot be predicted with certainty; and (j) that, where the Grantee’s employer is a Subsidiary of STERIS, the Restricted Shares have been granted to the Grantee in the Grantee’s status as an employee of such Subsidiary and the terms of this Agreement can be modified by STERIS to facilitate the issuance and administration of the award and can in no event be understood or interpreted to mean that STERIS is the Grantee’s employer or that the Grantee has an employment relationship with STERIS.
12. Employee Data Privacy. By entering into the Agreement, and as a condition of this award of Restricted Shares, the Grantee consents to the collection, use and transfer of personal data as described in this Section 12. The Grantee understands that STERIS and its Subsidiaries hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number, salary, nationality, job title, any shares of stock or directorships held in STERIS, details of all Restricted Shares or other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the purpose of managing and administering the Plan (“Data”). The Grantee further understands that STERIS and/or its Subsidiaries will transfer Data among themselves as necessary for the purposes of implementation, administration and management of the Grantee’s participation in the Plan, and that STERIS and/or its Subsidiaries may each further transfer Data to any third parties assisting STERIS in the implementation, administration and management of the Plan (“Data Recipients”). The Grantee understands that these Data Recipients may be located in the Grantee’s country of residence, the European Economic Area, and in countries outside the European Economic Area, including the United States. The Grantee authorizes the Data Recipients to receive, possess, use, retain and transfer Data in electronic or other form, for the purposes of implementing, administering and managing the Plan, including any transfer of such Data, as may be necessary or appropriate for the administration of the Plan and/or the subsequent holding of shares of stock on the Grantee’s behalf, to a broker or third party with whom the shares acquired on exercise may be deposited. The Grantee understands that he or she may, at any time, review the Data, require any necessary amendments to it or withdraw the consent herein by notifying STERIS in writing. The Grantee further understands that withdrawing consent may affect the Grantee’s ability to participate in the Plan, at the sole discretion of the Board or the Chief Executive Officer or its delegatee or delegatees.
13. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern.
14. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall have a material adverse effect on the rights of the Grantee under this Agreement without the Grantee’s consent.
15. Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid or unenforceable, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid or unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable and valid while accomplishing the most similar purpose.
16. Governing Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Ohio, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction. Any unresolved dispute shall be submitted exclusively to the jurisdiction of the courts of Lake County, Ohio.
17. Payment of Par Value. By entering into this Agreement, the Grantee undertakes and agrees to pay the par value of £0.10 for each Restricted Share granted pursuant to this Agreement (the “Par Value Consideration”) on or before the date (“Payment Date”) that is six weeks after the Date of Grant as such date may be extended by STERIS in its sole discretion. Such payment of the Par Value Consideration shall be made, at the option of Grantee’s employer, on or before the Payment Date through withholding of the Par Value Consideration by the Grantee’s employer from the Grantee’s compensation as soon as reasonably practicable after the Grant Date or by other means of payment by the Grantee as determined by STERIS or such employer. If such payment is not received by the Payment Date, the Restricted Shares shall be forfeited for non-payment pursuant to the Articles of Association of STERIS.
[For US Grantees]
18. Taxes. Unless Grantee has made an election under Section 83(b) of the Code with respect to the Restricted Shares, each time any of the Restricted Shares become vested and nonforfeitable STERIS shall withhold or cause to be withheld from such Restricted Shares at the time such vesting occurs a number of Ordinary Shares having a value equal to the amount of federal, state, local, foreign or other taxes required to be withheld pursuant to applicable employment or tax laws, as determined by STERIS. Likewise, with respect to previous Plan grants of restricted shares and in respect of which the Grantee has not made an election under Section 83(b) of the Code, STERIS shall withhold or cause to be withheld from such restricted shares at the time such vesting occurs a number of Common Shares having a value equal to the amount of federal, state, local, foreign or other taxes required to be withheld pursuant to applicable employment or tax laws, as determined by STERIS. For purposes of the foregoing withholding, the Ordinary Shares used for tax withholding will be valued at an amount equal to the Market Value per Share of such Ordinary Shares on the date the benefit is to be included in the Grantee’s income. The foregoing provisions shall apply notwithstanding any alternate methods for the payment of withholding of taxes contained in the Plan.
[For non-US Grantees]
[18. Withholding Taxes. STERIS, or the Subsidiary that employs Grantee, shall withhold an amount equal to STERIS’s or such Subsidiary’s required statutory withholding taxes in the relevant tax jurisdiction on any payment made or benefit realized by Grantee. Taxes for purposes of the foregoing shall include, without limitation, any United Kingdom primary Class 1 (employee’s) national insurance contributions. In connection with the foregoing each time any of the Restricted Shares become vested and nonforfeitable STERIS or the Subsidiary that employs Grantee shall withhold from such Restricted Shares at the time such vesting occurs a number of Ordinary Shares having a value equal to the amount of federal, state, local, foreign or other taxes required to be withheld pursuant to applicable employment or tax laws, as determined by STERIS. Likewise, with respect to previous Plan grants of restricted shares, STERIS or the Subsidiary that employs Grantee shall withhold from such restricted shares at the time such vesting occurs a number of Ordinary Shares having a value equal to the amount of federal, state, local, foreign or other taxes required to be withheld pursuant to applicable employment or tax laws, as determined by STERIS. For purposes of the foregoing withholding the Ordinary Shares used for tax withholding will be valued at an amount equal to the Market Value per Share of such Ordinary Shares on the date the benefit is to be included in the Grantee’s income. The foregoing provisions shall apply notwithstanding any alternate methods for the payment of withholding of taxes contained in the Plan.
19. Miscellaneous. Nothing contained in this Agreement shall be understood as conferring on Grantee any right to continue as an employee of STERIS or any Subsidiary or affiliate. STERIS reserves the right to correct any clerical, typographical, or other error in this Agreement or otherwise with respect to this grant. This Agreement shall inure to the benefit of and be binding upon its parties and their respective heirs, executors, administrators, successors, and assigns, but the Restricted Shares shall not be transferable by Grantee other than as provided in Section 17 of the Plan.
20. Authority. Any director or authorised signatory of STERIS is authorised to execute any document and do any act necessary or desirable to effect the forfeiture of any Restricted Shares which are subject to forfeiture and their return to STERIS for no consideration in accordance with the Plan and/or this Agreement.
STERIS has caused this Agreement to be executed on its behalf by its duly authorized officer, and Grantee has entered into this Agreement and accepted all terms and conditions thereof by electronic acceptance and/or by the signed Acknowledgment, either of which has the same force and binding effect as if this Agreement were physically signed by Grantee, all as of the Date of Grant.
STERIS plc By:  Secretary | Grantee Signature by electronic acceptance and/or execution of the Acknowledgment and Acceptance form. |
EXHIBIT 10.4
AMENDMENT TO
NONQUALIFIED STOCK OPTION AGREEMENT
WHERAS, the STERIS plc 2006 Long-Term Equity Incentive Plan, as Amended and Restated Effective August 2, 2016 (the “Plan”), authorizes the Compensation Committee of the Company’s Board of Directors (“Compensation Committee”) to amend the terms of any Plan award, except to reprice underwater stock options and Section 15 of each of the Agreements (as hereinafter defined) authorizes the Company to amend the Agreement to correct errors; and
WHEREAS, the changes specified in section 1 below are being made as a result of amendments made by the Compensation Committee and the changes specified in section 2 below are being made to correct errors in the original Agreement.
NOW, THEREFORE, each Nonqualified Stock Option Agreement (each an “Agreement”) evidencing a stock option grant made by the Company to an optionee on May 31, 2018 pursuant to the Plan is hereby amended as follows:
1. | Section 16 of the Agreement is amended and restated in its entirety to provide as follows: |
16. Extended Option Exercise Periods. (a) Pursuant to Section 11 of the Plan, the Board hereby consents to the Optionee’s Qualifying Retirement if, at the time that the Optionee terminates service with STERIS, the Optionee satisfies the requirements of Section 11(b)(iii) of the Plan other than the requirement of the Board having consented thereto (which consent is hereby given). Notwithstanding Section 11(b)(i) of the Plan, for purposes of this Agreement and for purposes of the Option and the Plan provisions relating to this Agreement and the Option that use the term “Extended Exercise Period”, “Extended Exercise Period” means the period that begins on the date of retirement and ends on the expiration date of the Option. The foregoing provisions of this Section 16(a) and the provisions of Section 11(b) of the Plan shall not apply to this Option, and the Optionee shall not be deemed to have terminated employment in a Qualifying Retirement at such time as his or her employment terminates, if at the time of the grant of this Option the Optionee is a resident of the United Kingdom or the application of such provisions would otherwise violate applicable law because of the age requirement included in the Qualifying Retirement definition.
(b) Without limiting the foregoing and notwithstanding Section 11(b)(i) of the Plan, if the Optionee has at least twenty-five consecutive years of service at the time his Service Termination Date occurs, the Optionee shall be entitled to exercise the vested portion of this Option from time to time on any date during the period that begins on Optionee’s Service Termination Date and ends on the expiration of this Option (“Special Service Exercise Period”); provided, however, (i) if, at any time during the Special Service Exercise Period, the Optionee fails to remain in Good Standing, any portion of this Option then held by Optionee shall be forfeited and of no force or effect; and (ii) if the Optionee dies during the Special Service Exercise Period and while in Good Standing, the Option will thereafter be exercisable, to the extent exercisable by the Optionee on the date of the Optionee’s death, at the same times (for so long and only so long after the Optionee’s death) as if the Optionee had continued in the service of the Company through the date of the Optionee’s death.
EXHIBIT 10.4
(c) For the purposes of Section 16(b) hereof, the Optionee will cease to remain in “Good Standing” during his or her Special Service Exercise Period if the Optionee engages or has engaged in any Detrimental Activity or commits or has committed a material violation of any applicable provision of any Company policy or of any Evidence of Award or other agreement with the Company or a Subsidiary or if, at any time during the Special Service Exercise Period, he or she otherwise acts in a manner detrimental to the interests of the Company or any of its Subsidiaries, including but not limited to, if the Optionee is a Non-Employee Director, directly or indirectly materially competing with the Company or any of its Subsidiaries.
2. | Section 1 of the Agreement is amended and restated in its entirety to provide as follows: |
1. Grant of Option. STERIS hereby grants to Optionee, as of the date (“Date of Grant”) set forth above and in the Acknowledgment and Acceptance Form accompanying this Agreement (“Acknowledgment”), an option (the “Option”) to purchase all or any number of an aggregate of the number of STERIS Ordinary Shares, par value ten pence per share, as previously disclosed to Optionee and as reflected in the records of STERIS as granted as of the Date of Grant, at an exercise price equal to 110% of the closing sales price per share of STERIS’s Ordinary Shares as of the Date of Grant and as reported on the New York Stock Exchange Composite Tape (the “Option Price”), upon and subject to the terms of this Agreement and the Plan.
3. | Capitalized terms used but not defined herein that are defined in or pursuant to the Agreement shall have the meaning provided in the Agreement. |
4. | Except as otherwise provided herein, the Agreement shall remain in full force and effect and unmodified. |
IN WITNESS WHEREOF, STERIS plc has caused this Amendment to Nonqualified Stock Option Agreement to be executed as of the 5th day of November, 2018.
STERIS plc | ||
By: | /s/ J. Adam Zangerle | |
J. Adam Zangerle | ||
Senior Vice President, General Counsel & Secretary | ||
Exhibit 15.1
LETTER REGARDING UNAUDITED INTERIM FINANCIAL INFORMATION
Shareholders and Board of Directors
STERIS plc
We are aware of the incorporation by reference in the following STERIS plc Registration Statements of our review report, dated November 6, 2018, relating to the unaudited consolidated interim financial statements of STERIS plc and subsidiaries that are included in its Form 10-Q for the quarter ended September 30, 2018:
Registration Number | Description | |
333-207721 | Form S-8 Registration Statement – STERIS plc 2006 Long-Term Equity Incentive Plan, Assumed as Amended and Restated | |
333-207722 | Form S-8 Registration Statement – STERIS Corporation 401(k) Plan | |
333-214491 | Form S-8 Registration Statement – STERIS plc 2006 Long-Term Equity Incentive Plan | |
/s/ Ernst & Young LLP
Cleveland, Ohio
November 6, 2018
Exhibit 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
I, Walter M Rosebrough, Jr., certify that:
1. | I have reviewed this quarterly report on Form 10-Q of STERIS plc; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | November 6, 2018 |
/s/ WALTER M ROSEBROUGH, JR | |
Walter M Rosebrough, Jr. President and Chief Executive Officer | |
Exhibit 31.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
I, Michael J. Tokich, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of STERIS plc; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | November 6, 2018 |
/s/ MICHAEL J. TOKICH | |
Michael J. Tokich Senior Vice President, Chief Financial Officer | |
Exhibit 32.1
Certification Pursuant to § 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Form 10-Q of STERIS plc (the “Company”) for the quarter ended September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, that, to such officer's knowledge:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. |
/s/ WALTER M ROSEBROUGH, JR | ||
Name: | Walter M Rosebrough, Jr. | |
Title: | President and Chief Executive Officer | |
/s/ MICHAEL J. TOKICH | ||
Name: | Michael J. Tokich | |
Title: | Senior Vice President, Chief Financial Officer | |
Dated: November 6, 2018