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Filed by STERIS plc
Commission File No. 001-38848
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Cantel Medical Corp.
Commission File No.: 001-31337
Date 05/18/2021
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STERIS Announces Financial Results for Fiscal 2021 Fourth Quarter and Full Year
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Fourth quarter revenue increases 6% as reported; full year increases 3% as reported
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Full year earnings per diluted share of $4.63 on a U.S. GAAP basis and $6.17 on an adjusted basis on effective tax rates of 23.3% and 20.7%,
respectively
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Company provides outlook for fiscal 2022 including Cantel Medical
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DUBLIN, IRELAND - (May 18, 2021) - STERIS plc (NYSE: STE) (“STERIS” or the “Company”) today announced financial results for its fiscal 2021 fourth quarter
ended March 31, 2021. Revenue as reported for the quarter increased 6% to $873.5 million compared with $823.0 million in the fourth quarter of fiscal 2020, with growth in all three segments. Constant currency organic revenue (see Non-GAAP Financial
Measures) increased 0.3% for the fourth quarter of fiscal 2021 as compared to constant currency organic revenue results in the fourth quarter of fiscal 2020. For the full fiscal year, revenue as reported increased 3% to $3,107.5 million and constant
currency organic revenue was up slightly from the prior year.
“We are pleased to finish fiscal 2021 with constant currency organic revenue up slightly from last year and double-digit adjusted net income growth, even with
the impact of the COVID-19 pandemic. This performance speaks to the resilience of our business and the good work by our Associates," said Walt Rosebrough, President and Chief Executive Officer of STERIS. “Our outlook for fiscal 2022 reflects the
additions of Key Surgical for the full year and ten months of Cantel Medical as-well-as another year of record organic revenue and earnings, as we expect healthcare procedure volumes to return to pre-pandemic levels.”
Fourth Quarter and Full Year Operating Results
As reported, net income for the fourth quarter was $87.4 million or $1.02 per diluted share, compared with $122.6 million or $1.43 per diluted share in the
fourth quarter of fiscal 2020. Adjusted net income (see Non-GAAP Financial Measures) for the fourth quarter of fiscal 2021 was $140.3 million or $1.63 per diluted share, compared with the previous year’s fourth quarter of $139.8 million or $1.63 per
diluted share. As reported, full year net income was $397.4 million, or $4.63 per diluted share, compared with $407.7 million, or $4.76 per diluted share in fiscal 2020. Adjusted net income for fiscal 2021 was $530.2 million, or $6.17 per diluted
share, compared with adjusted net income of $482.7 million, or $5.64 per diluted share in fiscal 2020. The effective tax rate was primarily impacted by discrete item adjustments.
In the fourth quarter of fiscal 2021, STERIS eliminated the use of LIFO for inventory accounting, which impacted our quarterly profit measures for fiscal
2021. The impact of this accounting change for fiscal 2021 caused a $0.03 reduction in earnings per diluted share. This accounting change has been retrospectively applied to all periods presented in the attached tables.
Fourth Quarter Segment Results
Healthcare revenue as reported grew 3% in the quarter to $561.8 million compared with $546.6 million in the fourth
quarter of fiscal 2020. This performance reflected a 25% increase in consumable revenue, driven by the addition of $32.1 million in revenue from Key Surgical, and a 4% reduction in both service and capital equipment revenue. Constant currency
organic revenue declined 4% for the quarter. Healthcare operating income was $122.7 million compared with $120.9 million in last year’s fourth quarter. The increase in profitability was primarily due to the favorable impact from Key Surgical.
Fiscal 2021 fourth quarter revenue for Applied Sterilization Technologies increased 15% as reported to $187.5
million compared with $163.7 million in the same period last year. Constant currency organic revenue increased 10%, driven primarily by increased demand from medical device Customers in the quarter. Segment operating income was $88.2 million in the
fourth quarter of fiscal 2021 compared with operating income of $72.0 million in the same period last year primarily due to the increased volume, lower expenses and favorable foreign currency impact.
Life Sciences fourth quarter revenue as reported grew 10% to $124.2 million compared with $112.7 million in the
fourth quarter of fiscal 2020, driven by 43% growth in capital equipment revenue and 5% growth in service revenue which were partially offset by a 4% decline in consumable revenue. Constant currency organic revenue growth was 7% in the quarter.
Operating income was $44.4 million in the fourth quarter of fiscal 2021 compared with $41.0 million in the prior year’s fourth quarter primarily driven by increased volume.
Cash Flow
Net cash provided by operations for fiscal 2021 was $689.6 million, compared with $590.6 million for fiscal 2020. Free cash flow (see Non-GAAP Financial
Measures) for fiscal 2021 was $450.9 million compared with $380.2 million in the prior year period. The increase in free cash flow is primarily due to improvements in working capital somewhat offset by higher capital expenditures.
Fiscal 2022 Outlook
With Cantel Medical planned to close on June 2, STERIS is providing outlook including Cantel Medical for fiscal 2022. STERIS expects as reported revenue of
approximately $4.5 billion. Constant currency organic revenue growth is expected to be in the range of 8-9% for fiscal 2022. Reflecting March 31, 2021 forward rates, currency movements are anticipated to be favorable to revenue by approximately $15
million for fiscal 2022. Adjusted earnings per diluted share are anticipated to be in the range of $7.40 - $7.65, which assumes an adjusted effective tax rate of 21-22% and a share count of approximately 99 million diluted shares.
Free cash flow for fiscal 2022 is expected to be approximately $380 million, reflecting approximately $200 million in integration
and deal related costs primarily for the purchase of Cantel Medical. Capital spending is anticipated to be approximately $320 million for the combined company.
Dividend Announcement
STERIS’s Board of Directors has approved a quarterly interim dividend of $0.40 per share. The dividend is payable June 25, 2021 to shareholders of record at
the close of business on May 28, 2021.
Conference Call
As previously announced, STERIS management will host a conference call tomorrow, May 19, 2021 at 11:00 a.m. ET. The conference call can be heard at
www.steris-ir.com or via phone by dialing 1-833-535-2199 in the United States or 1-412-902-6776 internationally, then asking to join the conference call for STERIS plc.
For those unable to listen to the conference call live, a replay will be available beginning at 1:00 p.m. ET on May 19, 2021, either at www.steris-ir.com or
via phone. To access the replay of the call, please use the access code 10154451 and dial 1-877-344-7529 in the United States or 1-412-317-0088 internationally.
About STERIS
STERIS’s MISSION IS TO HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare and life science products and services around
the globe. For more information, visit www.steris.com.
Investor Contact:
Julie Winter, Vice President, Investor Relations and Corporate Communications
Julie_Winter@steris.com
+1 440 392 7245
Media Contact:
Stephen Norton, Senior Director, Corporate Communications
Stephen_Norton@steris.com
+1 440 392 7482
Non-GAAP Financial Measures
Adjusted net income, adjusted EBIT, free cash flow and constant currency organic revenue are non-GAAP measures that may be used from time to time and should
not be considered replacements for GAAP results. Non-GAAP financial measures are presented in this release 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. The Company believes that the presentation of these non-GAAP financial measures, when considered along with our GAAP financial
measures, provides a more complete understanding of the factors and trends affecting our business than could be obtained absent this disclosure.
Adjusted net income excludes the amortization of intangible assets acquired in business combinations, acquisition related transaction costs, integration costs
related to acquisitions, redomiciliation and tax restructuring costs, COVID-19 incremental costs, settlement of I.R.S. adjustments related to prior fiscal years, and certain other unusual or non-recurring items. COVID-19 incremental costs includes
the additional costs attributable to COVID-19 such as enhanced cleaning protocols, personal protective equipment for our employees, event cancellation fees, and payroll costs associated with our response to COVID-19, net of any government subsidies
available. STERIS believes this measure is useful because it excludes items that may not be indicative of or are unrelated to our core operating results and provides a baseline for analyzing trends in our underlying businesses.
The Company defines free cash flow as cash flows from operating activities less purchases of property, plant, equipment and
intangibles, plus proceeds from the sale of property, plant, equipment, and intangibles. STERIS believes that free cash flow is a useful measure of the Company’s ability to fund future principal debt
repayments and growth outside of core operations, pay cash dividends, and repurchase ordinary shares.
To measure the percentage organic revenue growth, the Company removes the impact of significant acquisitions and divestitures
that affect the comparability and trends in revenue. To measure the percentage constant currency organic revenue growth, the impact of changes in currency exchange rates and acquisitions and divestitures that affect the comparability and trends in
revenue are removed. The impact of changes in currency exchange rates is calculated by translating current year results at prior year average currency exchange rates.
Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial
measures having the same or similar names. These adjusted financial measures should not be considered in isolation or as a substitute for reported sales, gross profit, operating income, net earnings and net earnings per diluted share, the most
directly comparable GAAP financial measures. These non-GAAP financial measures are an additional way of viewing aspects of the Company’s operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures
below, provide a more complete understanding of the business. The Company strongly encourages investors and shareholders to review its financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.
NO OFFER OR SOLICITATION
This announcement is for informational purposes only and is not an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities, nor the solicitation of any vote or approval in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, STERIS has filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”).
INVESTORS AND SECURITY HOLDERS OF STERIS AND CANTEL ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT ARE PART OF THE REGISTRATION STATEMENT BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement/prospectus has been mailed to stockholders of Cantel. Investors and security holders will be able to obtain the documents free of charge at the SEC’s
website, www.sec.gov, from Cantel at its website, www.Cantelmedical.com, or by contacting Cantel’s Investor Relations Department at (973) 890-7220, or from STERIS at its website, www.steris.com, or by contacting STERIS’s Investor Relations Department
at (440) 392-7245.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This press release and the referenced conference call may contain forward-looking statements within the meaning of the federal securities laws about STERIS.
Forward-looking statements speak only as to the date the statement is made 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,” “deliver,” “orders,” “backlog,” “comfortable,” “trend”, and “seeks,” or the negative of such terms or other variations on such terms or comparable terminology.
These forward-looking statements are based on current expectations, estimates or forecasts about our businesses, the industries in which we operate and current beliefs and assumptions of management and are subject to uncertainty and changes in
circumstances. Investors should understand that these statements are not guarantees of performance or results. Many important factors could affect actual financial results and cause them to vary materially from the expectations contained in the
forward-looking statements. No assurances can be provided as to any result or the timing of any outcome regarding matters described in STERIS’s or Cantel’s securities filings 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. Unless legally required, we do 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. These risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include,
without limitation:
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the failure to obtain Cantel stockholder approval of the proposed transaction;
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the possibility that the closing conditions to the proposed transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a
necessary regulatory approval and any conditions imposed on the combined entity in connection with consummation of the proposed transaction;
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delay in closing the proposed transaction or the possibility of non-consummation of the proposed transaction;
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the risk that the cost savings and any other synergies from the proposed transaction may not be fully realized or may take longer to realize than expected, including that the proposed
transaction may not be accretive within the expected timeframe or to the extent anticipated;
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the occurrence of any event that could give rise to termination of the merger agreement;
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the risk that shareholder/stockholder litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transactions or result in significant
costs of defense, indemnification and liability;
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risks related to the disruption of the proposed transaction to STERIS, Cantel and our respective managements;
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risks relating to the value of the STERIS shares to be issued in the transaction;
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the effect of announcement of the proposed transaction on our ability to retain and hire key personnel and maintain relationships with customers, suppliers and other third parties;
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the impact of the COVID-19 pandemic on STERIS’s or Cantel’s operations, performance, results, prospects, or value;
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STERIS’s ability to achieve the expected benefits regarding the accounting and tax treatments of the redomiciliation to Ireland (“Redomiciliation”);
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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;
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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;
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changes in tax laws or interpretations that could increase our consolidated tax liabilities, including changes in tax laws that would result in STERIS being treated as a domestic
corporation for United States federal tax purposes;
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the potential for increased pressure on pricing or costs that leads to erosion of profit margins;
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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;
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the possibility that application of or compliance with laws, court rulings, certifications, regulations, regulatory actions, including without limitation any of the same relating to
FDA, EPA or other regulatory authorities, government investigations, the outcome of any pending or threatened FDA, EPA or other regulatory warning notices, actions, requests, inspections or submissions, or other requirements or standards may
delay, limit or prevent new product or service introductions, affect the production, supply and/or marketing of existing products or services or otherwise affect STERIS’s or Cantel’s performance, results, prospects or value;
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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;
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the possibility of reduced demand, or reductions in the rate of growth in demand, for STERIS’s or Cantel’s products and services;
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the possibility of delays in receipt of orders, order cancellations, or delays in the manufacture or shipment of ordered products or in the provision of services;
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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 and Cantel’s businesses, industry or initiatives including, without limitation, those matters described in STERIS’s and Cantel’s respective Annual
Reports on Form 10-K for the year ended March 31, 2020 and July 31, 2020, respectively, and other securities filings, may adversely impact STERIS’s and/or Cantel’s performance, results, prospects or value;
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the impact on STERIS and its operations, or tax liabilities, of Brexit or the exit of other member countries from the EU, and STERIS’s ability to respond to such impacts;
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the impact on STERIS, Cantel and their respective operations of any legislation, regulations or orders, including but not limited to any new trade or tax legislation, regulations or
orders, that may be implemented by the U.S. administration or Congress, or of any responses thereto;
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the possibility that anticipated financial results or benefits of recent acquisitions, including the acquisition of Key Surgical, or of STERIS’s restructuring efforts, or of recent
divestitures, or of restructuring plans will not be realized or will be other than anticipated;
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the effects of contractions in credit availability, as well as the ability of STERIS’s and Cantel’s Customers and suppliers to adequately access the credit markets when needed;
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STERIS’s ability to complete the acquisition of Cantel, including the fulfillment of closing conditions and obtaining financing, on terms satisfactory to STERIS or at all; and
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other risks described in STERIS’s and Cantel’s respective most recent Annual Reports on Form 10-K and other reports filed with the Securities and Exchange Commission.
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Investors are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. We undertake no
obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable law. This cautionary statement is applicable to all forward-looking statements
contained herein and in the referenced conference call.
