☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
|
Ireland
|
|
98-1455064
|
||
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
||
|
|
|||
70 Sir John Rogerson's Quay,
|
Dublin 2,
|
Ireland
|
|
D02 R296
|
(Address of principal executive offices)
|
|
(Zip code)
|
||
|
|
|
Title of each class
|
Trading symbol(s)
|
Name of Exchange on Which Registered
|
Ordinary Shares, $0.001 par value
|
STE
|
New York Stock Exchange
|
Large Accelerated Filer
|
☒
|
|
Accelerated Filer
|
☐
|
Non-Accelerated Filer
|
☐
|
|
Smaller Reporting Company
|
☐
|
|
|
|
Emerging Growth Company
|
☐
|
|
|
Page
|
|
||
|
|
|
|
||
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
|
September 30,
2019 |
|
March 31,
2019 |
||||
|
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
225,536
|
|
|
$
|
220,633
|
|
Accounts receivable (net of allowances of $11,219 and $9,645 respectively)
|
|
513,353
|
|
|
564,830
|
|
||
Inventories, net
|
|
236,837
|
|
|
208,243
|
|
||
Prepaid expenses and other current assets
|
|
56,228
|
|
|
60,029
|
|
||
Total current assets
|
|
1,031,954
|
|
|
1,053,735
|
|
||
Property, plant, and equipment, net
|
|
1,066,223
|
|
|
1,031,582
|
|
||
Lease right-of-use assets, net
|
|
115,925
|
|
|
—
|
|
||
Goodwill
|
|
2,319,062
|
|
|
2,322,928
|
|
||
Intangibles, net
|
|
576,379
|
|
|
604,614
|
|
||
Other assets
|
|
76,174
|
|
|
60,212
|
|
||
Total assets
|
|
$
|
5,185,717
|
|
|
$
|
5,073,071
|
|
Liabilities and equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
133,802
|
|
|
$
|
152,913
|
|
Accrued income taxes
|
|
6,186
|
|
|
15,460
|
|
||
Accrued payroll and other related liabilities
|
|
97,277
|
|
|
109,058
|
|
||
Lease obligations due within one year
|
|
18,461
|
|
|
—
|
|
||
Accrued expenses and other
|
|
172,297
|
|
|
187,765
|
|
||
Total current liabilities
|
|
428,023
|
|
|
465,196
|
|
||
Long-term indebtedness
|
|
1,187,195
|
|
|
1,183,227
|
|
||
Deferred income taxes, net
|
|
152,748
|
|
|
151,038
|
|
||
Long-term lease obligations
|
|
97,910
|
|
|
—
|
|
||
Other liabilities
|
|
82,196
|
|
|
87,812
|
|
||
Total liabilities
|
|
$
|
1,948,072
|
|
|
$
|
1,887,273
|
|
Commitments and contingencies (see Note 8)
|
|
|
|
|
||||
Ordinary shares, with $0.001 and $75.00 par value, respectively; 500,000 shares authorized; 84,797 and 84,517 ordinary shares issued and outstanding, respectively
|
|
1,981,660
|
|
|
1,998,564
|
|
||
Retained earnings
|
|
1,472,725
|
|
|
1,339,024
|
|
||
Accumulated other comprehensive loss
|
|
(225,717
|
)
|
|
(159,778
|
)
|
||
Total shareholders’ equity
|
|
3,228,668
|
|
|
3,177,810
|
|
||
Noncontrolling interests
|
|
8,977
|
|
|
7,988
|
|
||
Total equity
|
|
3,237,645
|
|
|
3,185,798
|
|
||
Total liabilities and equity
|
|
$
|
5,185,717
|
|
|
$
|
5,073,071
|
|
|
|
Three Months Ended September 30,
|
|
Six Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
$
|
337,666
|
|
|
$
|
314,659
|
|
|
$
|
645,401
|
|
|
$
|
593,449
|
|
Service
|
|
399,174
|
|
|
364,302
|
|
|
788,242
|
|
|
724,270
|
|
||||
Total revenues
|
|
736,840
|
|
|
678,961
|
|
|
1,433,643
|
|
|
1,317,719
|
|
||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
183,600
|
|
|
172,107
|
|
|
344,559
|
|
|
318,709
|
|
||||
Service
|
|
234,573
|
|
|
222,190
|
|
|
464,574
|
|
|
445,296
|
|
||||
Total cost of revenues
|
|
418,173
|
|
|
394,297
|
|
|
809,133
|
|
|
764,005
|
|
||||
Gross profit
|
|
318,667
|
|
|
284,664
|
|
|
624,510
|
|
|
553,714
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Selling, general, and administrative
|
|
175,959
|
|
|
162,312
|
|
|
354,740
|
|
|
320,718
|
|
||||
Research and development
|
|
16,249
|
|
|
15,773
|
|
|
31,834
|
|
|
31,993
|
|
||||
Restructuring expenses
|
|
(274
|
)
|
|
—
|
|
|
1,115
|
|
|
—
|
|
||||
Total operating expenses
|
|
191,934
|
|
|
178,085
|
|
|
387,689
|
|
|
352,711
|
|
||||
Income from operations
|
|
126,733
|
|
|
106,579
|
|
|
236,821
|
|
|
201,003
|
|
||||
Non-operating expenses, net:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
10,444
|
|
|
11,393
|
|
|
20,889
|
|
|
23,134
|
|
||||
Interest income and miscellaneous expense
|
|
(1,018
|
)
|
|
(73
|
)
|
|
(785
|
)
|
|
(441
|
)
|
||||
Total non-operating expenses, net
|
|
9,426
|
|
|
11,320
|
|
|
20,104
|
|
|
22,693
|
|
||||
Income before income tax expense
|
|
117,307
|
|
|
95,259
|
|
|
216,717
|
|
|
178,310
|
|
||||
Income tax expense
|
|
22,165
|
|
|
17,764
|
|
|
36,798
|
|
|
30,537
|
|
||||
Net income
|
|
95,142
|
|
|
77,495
|
|
|
179,919
|
|
|
147,773
|
|
||||
Less: Net income attributable to noncontrolling interests
|
|
373
|
|
|
38
|
|
|
560
|
|
|
325
|
|
||||
Net income attributable to shareholders
|
|
$
|
94,769
|
|
|
$
|
77,457
|
|
|
$
|
179,359
|
|
|
$
|
147,448
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share attributed to shareholders
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.12
|
|
|
$
|
0.92
|
|
|
$
|
2.12
|
|
|
$
|
1.74
|
|
Diluted
|
|
$
|
1.11
|
|
|
$
|
0.91
|
|
|
$
|
2.09
|
|
|
$
|
1.72
|
|
Cash dividends declared per share ordinary outstanding
|
|
$
|
0.37
|
|
|
$
|
0.34
|
|
|
$
|
0.71
|
|
|
$
|
0.65
|
|
|
|
Three Months Ended September 30,
|
|
Six Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
|
$
|
95,142
|
|
|
$
|
77,495
|
|
|
$
|
179,919
|
|
|
$
|
147,773
|
|
Less: Net income attributable to noncontrolling
interests
|
|
373
|
|
|
38
|
|
|
560
|
|
|
325
|
|
||||
Net income attributable to shareholders
|
|
94,769
|
|
|
77,457
|
|
|
179,359
|
|
|
147,448
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
||||||||
Amortization of pension and postretirement benefit plans costs, (net of taxes of $171, $169, $341 and $338, respectively)
|
|
(506
|
)
|
|
(413
|
)
|
|
(1,011
|
)
|
|
(823
|
)
|
||||
Change in cumulative currency translation adjustment
|
|
(68,367
|
)
|
|
(5,271
|
)
|
|
(64,928
|
)
|
|
(135,672
|
)
|
||||
Total other comprehensive income (loss)
|
|
(68,873
|
)
|
|
(5,684
|
)
|
|
(65,939
|
)
|
|
(136,495
|
)
|
||||
Comprehensive income (loss)
|
|
$
|
25,896
|
|
|
$
|
71,773
|
|
|
$
|
113,420
|
|
|
$
|
10,953
|
|
|
|
Six Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
179,919
|
|
|
$
|
147,773
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation, depletion, and amortization
|
|
96,736
|
|
|
92,971
|
|
||
Deferred income taxes
|
|
(766
|
)
|
|
2,242
|
|
||
Share-based compensation expense
|
|
13,276
|
|
|
12,938
|
|
||
Loss (gain) on the disposal of property, plant, equipment, and intangibles, net
|
|
45
|
|
|
(385
|
)
|
||
Loss on sale of businesses, net
|
|
2,476
|
|
|
663
|
|
||
Other items
|
|
939
|
|
|
(16,329
|
)
|
||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
||||
Accounts receivable, net
|
|
54,547
|
|
|
29,024
|
|
||
Inventories, net
|
|
(26,328
|
)
|
|
(32,955
|
)
|
||
Other current assets
|
|
2,885
|
|
|
4,689
|
|
||
Accounts payable
|
|
(19,059
|
)
|
|
(7,385
|
)
|
||
Accruals and other, net
|
|
(44,670
|
)
|
|
(6,544
|
)
|
||
Net cash provided by operating activities
|
|
260,000
|
|
|
226,702
|
|
||
Investing activities:
|
|
|
|
|
||||
Purchases of property, plant, equipment, and intangibles, net
|
|
(98,168
|
)
|
|
(62,549
|
)
|
||
Proceeds from the sale of property, plant, equipment and intangibles
|
|
206
|
|
|
5,547
|
|
||
Proceeds from the sale of businesses
|
|
439
|
|
|
(196
|
)
|
||
Purchase of investments
|
|
—
|
|
|
(4,955
|
)
|
||
Acquisition of businesses, net of cash acquired
|
|
(87,935
|
)
|
|
—
|
|
||
Other
|
|
—
|
|
|
(6,003
|
)
|
||
Net cash used in investing activities
|
|
(185,458
|
)
|
|
(68,156
|
)
|
||
Financing activities:
|
|
|
|
|
||||
Payments on long-term obligations
|
|
—
|
|
|
(85,000
|
)
|
||
Proceeds (payments) under credit facilities, net
|
|
13,240
|
|
|
52,093
|
|
||
Deferred financing fees and debt issuance costs
|
|
(1,206
|
)
|
|
(298
|
)
|
||
Acquisition related deferred or contingent consideration
|
|
(452
|
)
|
|
(685
|
)
|
||
Repurchases of ordinary shares
|
|
(37,866
|
)
|
|
(55,902
|
)
|
||
Cash dividends paid to ordinary shareholders
|
|
(60,220
|
)
|
|
(55,005
|
)
|
||
Stock option and other equity transactions, net
|
|
22,975
|
|
|
4,936
|
|
||
Net cash used in financing activities
|
|
(63,529
|
)
|
|
(139,861
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(6,110
|
)
|
|
(10,298
|
)
|
||
Increase in cash and cash equivalents
|
|
4,903
|
|
|
8,387
|
|
||
Cash and cash equivalents at beginning of period
|
|
220,633
|
|
|
201,534
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
225,536
|
|
|
$
|
209,921
|
|
|
Three Months Ended September 30, 2019
|
||||||||||||||||
|
Ordinary Shares
|
Retained
Earnings |
Accumulated
Other Comprehensive Income (Loss) |
Non-controlling
Interest |
Total
Equity |
||||||||||||
|
Number
|
Amount
|
|
|
|
|
|||||||||||
Balance at June 30, 2019
|
84,754
|
|
$
|
1,996,354
|
|
$
|
1,397,390
|
|
$
|
(156,844
|
)
|
$
|
8,102
|
|
$
|
3,245,002
|
|
Comprehensive income:
|
|
|
|
|
|
|
|||||||||||
Net income
|
—
|
|
—
|
|
94,769
|
|
—
|
|
373
|
|
95,142
|
|
|||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
(68,873
|
)
|
—
|
|
(68,873
|
)
|
|||||
Repurchases of ordinary shares
|
(152
|
)
|
(34,944
|
)
|
11,963
|
|
—
|
|
—
|
|
(22,981
|
)
|
|||||
Equity compensation programs and other
|
195
|
|
20,250
|
|
—
|
|
—
|
|
—
|
|
20,250
|
|
|||||
Cash dividends – $0.37 per ordinary share
|
—
|
|
—
|
|
(31,397
|
)
|
—
|
|
—
|
|
(31,397
|
)
|
|||||
Other changes in noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
502
|
|
502
|
|
|||||
Balance at September 30, 2019
|
84,797
|
|
$
|
1,981,660
|
|
$
|
1,472,725
|
|
$
|
(225,717
|
)
|
$
|
8,977
|
|
$
|
3,237,645
|
|
|
Six Months Ended September 30, 2019
|
||||||||||||||||
|
Ordinary Shares
|
Retained
Earnings |
Accumulated
Other Comprehensive Income (Loss) |
Non-controlling
Interest |
Total
Equity |
||||||||||||
|
Number
|
Amount
|
|
|
|
|
|||||||||||
Balance at March 31, 2019
|
84,517
|
|
$
|
1,998,564
|
|
$
|
1,339,024
|
|
$
|
(159,778
|
)
|
$
|
7,988
|
|
$
|
3,185,798
|
|
Comprehensive income:
|
|
|
|
|
|
|
|||||||||||
Net income
|
—
|
|
—
|
|
179,359
|
|
—
|
|
560
|
|
179,919
|
|
|||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
(65,939
|
)
|
—
|
|
(65,939
|
)
|
|||||
Repurchases of ordinary shares
|
(279
|
)
|
(52,428
|
)
|
14,562
|
|
—
|
|
—
|
|
(37,866
|
)
|
|||||
Equity compensation programs and other
|
559
|
|
35,524
|
|
—
|
|
—
|
|
—
|
|
35,524
|
|
|||||
Cash dividends – $0.71 per ordinary share
|
—
|
|
—
|
|
(60,220
|
)
|
—
|
|
—
|
|
(60,220
|
)
|
|||||
Other changes in noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
429
|
|
429
|
|
|||||
Balance at September 30, 2019
|
84,797
|
|
$
|
1,981,660
|
|
$
|
1,472,725
|
|
$
|
(225,717
|
)
|
$
|
8,977
|
|
$
|
3,237,645
|
|
|
Three Months Ended September 30, 2018
|
|||||||||||||||||||||
|
Ordinary Shares
|
Preferred Shares
|
Retained
Earnings |
Accumulated
Other Comprehensive Income (Loss) |
Non-controlling
Interest |
Total
Equity |
||||||||||||||||
|
Number
|
Amount
|
Number
|
Amount
|
|
|
|
|
||||||||||||||
Balance at June 30, 2018
|
84,651
|
|
$
|
2,027,004
|
|
100
|
|
$
|
15
|
|
$
|
1,181,517
|
|
$
|
(121,096
|
)
|
$
|
11,748
|
|
$
|
3,099,188
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
77,457
|
|
—
|
|
38
|
|
77,495
|
|
||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,684
|
)
|
—
|
|
(5,684
|
)
|
||||||
Repurchases of ordinary shares
|
(198
|
)
|
(23,887
|
)
|
—
|
|
—
|
|
1,828
|
|
—
|
|
—
|
|
(22,059
|
)
|
||||||
Equity compensation programs and other
|
42
|
|
9,449
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
9,449
|
|
||||||
Cash dividends – $0.34 per ordinary share
|
—
|
|
—
|
|
—
|
|
—
|
|
(28,740
|
)
|
—
|
|
—
|
|
(28,740
|
)
|
||||||
Other changes in noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,672
|
)
|
(4,672
|
)
|
||||||
Balance at September 30, 2018
|
84,495
|
|
$
|
2,012,566
|
|
100
|
|
$
|
15
|
|
$
|
1,232,062
|
|
$
|
(126,780
|
)
|
$
|
7,114
|
|
$
|
3,124,977
|
|
|
Six Months Ended September 30, 2018
|
|||||||||||||||||||||
|
Ordinary Shares
|
Preferred Shares
|
Retained
Earnings |
Accumulated
Other Comprehensive Income (Loss) |
Non-controlling
Interest |
Total
Equity |
||||||||||||||||
|
Number
|
Amount
|
Number
|
Amount
|
|
|
|
|
||||||||||||||
Balance at March 31, 2018
|
84,747
|
|
$
|
2,048,037
|
|
100
|
|
$
|
15
|
|
$
|
1,146,223
|
|
$
|
11,685
|
|
$
|
11,340
|
|
$
|
3,217,300
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
147,448
|
|
—
|
|
325
|
|
147,773
|
|
||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(136,495
|
)
|
—
|
|
(136,495
|
)
|
||||||
Repurchases of ordinary shares
|
(547
|
)
|
(52,965
|
)
|
—
|
|
—
|
|
(2,937
|
)
|
—
|
|
—
|
|
(55,902
|
)
|
||||||
Equity compensation programs and other
|
295
|
|
17,494
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
17,494
|
|
||||||
Cash dividends – $0.65 per ordinary share
|
—
|
|
—
|
|
—
|
|
—
|
|
(55,005
|
)
|
—
|
|
—
|
|
(55,005
|
)
|
||||||
Adoption of Accounting Standards (ASC 2014-09 and ASC 2017-07)
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,667
|
)
|
(1,970
|
)
|
—
|
|
(5,637
|
)
|
||||||
Other changes in noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,551
|
)
|
(4,551
|
)
|
||||||
Balance at September 30, 2018
|
84,495
|
|
$
|
2,012,566
|
|
100
|
|
$
|
15
|
|
$
|
1,232,062
|
|
$
|
(126,780
|
)
|
$
|
7,114
|
|
$
|
3,124,977
|
|
Standard
|
|
Date of Issuance
|
|
Description
|
|
Date of Adoption
|
|
Effect on the financial statements or other significant matters
|
Standards that have recently 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.
|
|
First Quarter Fiscal 2020
|
|
We adopted this standard, and related amendments, effective April 1, 2019 using the modified retrospective transition method and have not restated prior periods. We elected to use the package of practical expedients permitted under the transition guidance, which allows the carry forward of historical lease classification of existing leases. We also elected the practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing or expired agreements. We made an accounting policy election to not recognize lease assets or liabilities for leases with a term of 12 months or less and elected to not separate non-lease components from lease components to which they relate for all asset classes. We recorded lease right-of-use assets and lease liabilities for operating leases totaling $120,562. The adoption of the standard did not have a material impact to the Consolidated Statements of Income or Cash Flows. Additional information is disclosed in Note 8 under the heading "Leases".
|
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.
|
|
First Quarter Fiscal 2020
|
|
We adopted this standard effective April 1, 2019 with no material impact to our Consolidated Balance Sheets. The impact to our Consolidated Statements of Income will depend on the value of future hedging activities.
|
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.
|
Fiscal 2019 Restructuring Plan
|
Three months ended September 30, 2019
|
|
Six months ended September 30, 2019
|
||||
Severance and other compensation related costs
|
$
|
1,012
|
|
|
$
|
2,103
|
|
(Gain) on disposal of asset
|
(1,164
|
)
|
|
(1,164
|
)
|
||
Lease termination costs and other
|
(122
|
)
|
|
176
|
|
||
Product rationalization (1)
|
910
|
|
|
1,828
|
|
||
Total restructuring expenses
|
$
|
636
|
|
|
$
|
2,943
|
|
Fiscal 2019 Restructuring Plan
|
|
March 31,
2019 |
|
Provisions
|
|
Payments (1)
|
|
September 30,
2019 |
|||||||||||
Severance and termination benefits
|
|
$
|
4,102
|
|
|
$
|
2,103
|
|
|
$
|
(2,751
|
)
|
|
$
|
3,454
|
|
|||
Lease termination obligations and other
|
|
2,029
|
|
|
176
|
|
|
(902
|
)
|
|
1,303
|
|
|||||||
Total
|
|
$
|
6,131
|
|
—
|
|
$
|
2,279
|
|
—
|
|
$
|
(3,653
|
)
|
—
|
|
$
|
4,757
|
|
|
|
September 30,
2019 |
|
March 31,
2019 |
||||
Raw materials
|
|
$
|
87,884
|
|
|
$
|
83,009
|
|
Work in process
|
|
34,273
|
|
|
30,694
|
|
||
Finished goods
|
|
153,153
|
|
|
131,051
|
|
||
LIFO reserve
|
|
(17,804
|
)
|
|
(16,757
|
)
|
||
Reserve for excess and obsolete inventory
|
|
(20,669
|
)
|
|
(19,754
|
)
|
||
Inventories, net
|
|
$
|
236,837
|
|
|
$
|
208,243
|
|
|
|
September 30,
2019 |
|
March 31,
2019 |
||||
Land and land improvements (1)
|
|
$
|
64,393
|
|
|
$
|
63,522
|
|
Buildings and leasehold improvements
|
|
496,423
|
|
|
480,359
|
|
||
Machinery and equipment
|
|
669,247
|
|
|
656,956
|
|
||
Information systems
|
|
172,329
|
|
|
169,711
|
|
||
Radioisotope
|
|
510,602
|
|
|
483,080
|
|
||
Construction in progress (1)
|
|
150,379
|
|
|
133,689
|
|
||
Total property, plant, and equipment
|
|
2,063,373
|
|
|
1,987,317
|
|
||
Less: accumulated depreciation and depletion
|
|
(997,150
|
)
|
|
(955,735
|
)
|
||
Property, plant, and equipment, net
|
|
$
|
1,066,223
|
|
|
$
|
1,031,582
|
|
(1)
|
Land is not depreciated. Construction in progress is not depreciated until placed in service.
|
|
|
September 30,
2019 |
|
March 31,
2019 |
||||
Credit Agreement
|
|
$
|
314,336
|
|
|
$
|
301,846
|
|
Private Placement
|
|
876,503
|
|
|
884,967
|
|
||
Deferred financing costs
|
|
(3,644
|
)
|
|
(3,619
|
)
|
||
Other
|
|
—
|
|
|
33
|
|
||
Total long term debt
|
|
$
|
1,187,195
|
|
|
$
|
1,183,227
|
|
|
|
September 30,
2019 |
|
March 31,
2019 |
||||
Accrued payroll and other related liabilities:
|
|
|
|
|
||||
Compensation and related items
|
|
$
|
41,019
|
|
|
$
|
37,251
|
|
Accrued vacation/paid time off
|
|
9,691
|
|
|
10,191
|
|
||
Accrued bonuses
|
|
30,462
|
|
|
40,194
|
|
||
Accrued employee commissions
|
|
12,386
|
|
|
17,854
|
|
||
Other postretirement benefit obligations-current portion
|
|
1,633
|
|
|
1,633
|
|
||
Other employee benefit plans obligations-current portion
|
|
2,086
|
|
|
1,935
|
|
||
Total accrued payroll and other related liabilities
|
|
$
|
97,277
|
|
|
$
|
109,058
|
|
Accrued expenses and other:
|
|
|
|
|
||||
Deferred revenues
|
|
$
|
44,095
|
|
|
$
|
55,333
|
|
Service liabilities
|
|
43,729
|
|
|
42,101
|
|
||
Self-insured risk reserves-current portion
|
|
7,775
|
|
|
6,537
|
|
||
Accrued dealer commissions
|
|
17,255
|
|
|
15,283
|
|
||
Accrued warranty
|
|
6,988
|
|
|
7,194
|
|
||
Asset retirement obligation-current portion
|
|
2,625
|
|
|
2,656
|
|
||
Other
|
|
49,830
|
|
|
58,661
|
|
||
Total accrued expenses and other
|
|
$
|
172,297
|
|
|
$
|
187,765
|
|
Other liabilities:
|
|
|
|
|
||||
Self-insured risk reserves-long-term portion
|
|
$
|
14,445
|
|
|
$
|
14,445
|
|
Other postretirement benefit obligations-long-term portion
|
|
9,399
|
|
|
10,918
|
|
||
Defined benefit pension plans obligations-long-term portion
|
|
15,224
|
|
|
16,168
|
|
||
Other employee benefit plans obligations-long-term portion
|
|
2,658
|
|
|
4,711
|
|
||
Accrued long-term income taxes
|
|
13,454
|
|
|
13,515
|
|
||
Asset retirement obligation-long-term portion
|
|
9,627
|
|
|
9,730
|
|
||
Other
|
|
17,389
|
|
|
18,325
|
|
||
Total other liabilities
|
|
$
|
82,196
|
|
|
$
|
87,812
|
|
|
Three months ended September 30, 2019
|
|
Six months ended September 30, 2019
|
||||
Fixed operating lease expense
|
$
|
6,766
|
|
|
$
|
13,814
|
|
Variable operating lease expense
|
1,246
|
|
|
2,260
|
|
||
Total operating lease expense
|
$
|
8,012
|
|
|
$
|
16,074
|
|
|
Six months ended September 30, 2019
|
||
|
|
||
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
6,877
|
|
Right-of-use assets obtained in exchange for operating lease obligations
|
$
|
13,123
|
|
|
September 30,
2019 |
||
Remainder of 2020:
|
$
|
12,480
|
|
2021
|
20,499
|
|
|
2022
|
16,102
|
|
|
2023
|
13,434
|
|
|
2024
|
11,428
|
|
|
2025 and thereafter
|
79,570
|
|
|
Total operating lease payments
|
153,513
|
|
|
Less imputed interest
|
37,142
|
|
|
Total operating lease liabilities
|
$
|
116,371
|
|
|
September 30,
|
|
|
2019
|
|
Weighted-average remaining lease term of operating leases
|
11.8 years
|
|
|
|
|
Weighted-average discount rate of operating leases
|
4.6
|
%
|
|
|
March 31, 2019
|
||
2020
|
|
$
|
24,008
|
|
2021
|
|
18,567
|
|
|
2022
|
|
13,917
|
|
|
2023
|
|
11,929
|
|
|
2024 and thereafter
|
|
93,939
|
|
|
Total minimum lease payments
|
|
$
|
162,360
|
|
|
|
Three Months Ended September 30,
|
|
Six Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Healthcare Products
|
|
$
|
350,281
|
|
|
$
|
321,505
|
|
|
$
|
660,068
|
|
|
$
|
613,515
|
|
Healthcare Specialty Services
|
|
135,002
|
|
|
124,554
|
|
|
270,947
|
|
|
246,803
|
|
||||
Life Sciences
|
|
98,650
|
|
|
97,165
|
|
|
195,435
|
|
|
182,120
|
|
||||
Applied Sterilization Technologies
|
|
152,907
|
|
|
135,737
|
|
|
307,193
|
|
|
275,281
|
|
||||
Total revenues
|
|
$
|
736,840
|
|
|
$
|
678,961
|
|
|
$
|
1,433,643
|
|
|
$
|
1,317,719
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Healthcare Products
|
|
$
|
86,963
|
|
|
$
|
72,468
|
|
|
$
|
160,661
|
|
|
$
|
134,190
|
|
Healthcare Specialty Services
|
|
16,072
|
|
|
15,461
|
|
|
32,889
|
|
|
28,415
|
|
||||
Life Sciences
|
|
32,315
|
|
|
33,266
|
|
|
65,354
|
|
|
63,131
|
|
||||
Applied Sterilization Technologies
|
|
65,386
|
|
|
53,468
|
|
|
133,421
|
|
|
109,619
|
|
||||
Corporate
|
|
(50,956
|
)
|
|
(46,985
|
)
|
|
(106,353
|
)
|
|
(93,027
|
)
|
||||
Total operating income before adjustments
|
|
$
|
149,780
|
|
|
$
|
127,678
|
|
|
$
|
285,972
|
|
|
$
|
242,328
|
|
Less: Adjustments
|
|
|
|
|
|
|
|
|
||||||||
Amortization of acquired intangible assets (1)
|
|
$
|
18,952
|
|
|
$
|
16,956
|
|
|
$
|
35,901
|
|
|
$
|
35,013
|
|
Acquisition and integration related charges (2)
|
|
1,947
|
|
|
2,707
|
|
|
3,864
|
|
|
4,378
|
|
||||
Redomiciliation and tax restructuring costs (3)
|
|
1,016
|
|
|
600
|
|
|
2,786
|
|
|
887
|
|
||||
(Gain) on fair value adjustment of acquisition related contingent consideration (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(842
|
)
|
||||
Net loss on divestiture of businesses (1)
|
|
50
|
|
|
221
|
|
|
2,476
|
|
|
663
|
|
||||
Amortization of property "step up" to fair value (1)
|
|
446
|
|
|
615
|
|
|
1,181
|
|
|
1,226
|
|
||||
Restructuring charges (4)
|
|
636
|
|
|
—
|
|
|
2,943
|
|
|
—
|
|
||||
Total operating income
|
|
$
|
126,733
|
|
|
$
|
106,579
|
|
|
$
|
236,821
|
|
|
$
|
201,003
|
|
|
|
Three Months Ended September 30,
|
|
Six Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Healthcare Products:
|
|
|
|
|
|
|
|
|
||||||||
Capital equipment
|
|
$
|
147,037
|
|
|
$
|
133,410
|
|
|
$
|
262,233
|
|
|
240,906
|
||
Consumables
|
|
108,392
|
|
|
101,680
|
|
|
217,174
|
|
|
202,094
|
|||||
Service
|
|
94,852
|
|
|
86,415
|
|
|
180,661
|
|
|
170,515
|
|
||||
Total Healthcare Products Revenues
|
|
$
|
350,281
|
|
|
$
|
321,505
|
|
|
$
|
660,068
|
|
|
$
|
613,515
|
|
Total Healthcare Specialty Services Revenues
|
|
$
|
135,002
|
|
|
$
|
124,554
|
|
|
$
|
270,947
|
|
|
$
|
246,803
|
|
Life Sciences:
|
|
|
|
|
|
|
|
|
||||||||
Capital equipment
|
|
$
|
26,462
|
|
|
$
|
29,812
|
|
|
$
|
53,231
|
|
|
$
|
48,926
|
|
Consumables
|
|
42,540
|
|
|
38,466
|
|
|
86,569
|
|
|
78,687
|
|
||||
Service
|
|
29,648
|
|
|
28,887
|
|
|
55,635
|
|
|
54,507
|
|
||||
Total Life Sciences Revenues
|
|
$
|
98,650
|
|
|
$
|
97,165
|
|
|
$
|
195,435
|
|
|
$
|
182,120
|
|
Applied Sterilization Technologies Service Revenues
|
|
$
|
152,907
|
|
|
$
|
135,737
|
|
|
$
|
307,193
|
|
|
$
|
275,281
|
|
Total Revenues
|
|
$
|
736,840
|
|
|
$
|
678,961
|
|
|
$
|
1,433,643
|
|
|
$
|
1,317,719
|
|
|
Three Months Ended September 30,
|
|
Six Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Ireland
|
$
|
15,171
|
|
|
$
|
14,098
|
|
|
$
|
30,279
|
|
|
$
|
26,658
|
|
United States
|
538,101
|
|
|
481,233
|
|
|
1,049,253
|
|
|
928,773
|
|
||||
Other locations
|
183,568
|
|
|
183,630
|
|
|
354,111
|
|
|
362,288
|
|
||||
Total Revenues
|
$
|
736,840
|
|
|
$
|
678,961
|
|
|
$
|
1,433,643
|
|
|
$
|
1,317,719
|
|
|
|
Three Months Ended September 30,
|
|
Six Months Ended September 30,
|
||||||||
Denominator (shares in thousands):
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Weighted average shares outstanding—basic
|
|
84,795
|
|
|
84,537
|
|
|
84,716
|
|
|
84,611
|
|
Dilutive effect of share equivalents
|
|
900
|
|
|
940
|
|
|
914
|
|
|
882
|
|
Weighted average shares outstanding and share equivalents—diluted
|
|
85,695
|
|
|
85,477
|
|
|
85,630
|
|
|
85,493
|
|
|
|
Three Months Ended September 30,
|
|
Six Months Ended September 30,
|
||||||||
(shares in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Number of share options
|
|
341
|
|
|
418
|
|
|
231
|
|
|
279
|
|
|
|
Fiscal 2020
|
|
Fiscal 2019
|
||
Risk-free interest rate
|
|
2.26
|
%
|
|
2.63
|
%
|
Expected life of options
|
|
6.2 years
|
|
|
6.2 years
|
|
Expected dividend yield of stock
|
|
1.22
|
%
|
|
1.47
|
%
|
Expected volatility of stock
|
|
20.27
|
%
|
|
19.92
|
%
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price Per Share
|
|
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at March 31, 2019
|
|
2,104,685
|
|
|
$
|
72.82
|
|
|
|
|
|
||
Granted
|
|
345,138
|
|
|
147.22
|
|
|
|
|
|
|||
Exercised
|
|
(404,266
|
)
|
|
55.29
|
|
|
|
|
|
|||
Forfeited
|
|
(667
|
)
|
|
72.57
|
|
|
|
|
|
|||
Outstanding at September 30, 2019
|
|
2,044,890
|
|
|
$
|
88.84
|
|
|
7.1 years
|
|
$
|
114,734
|
|
Exercisable at September 30, 2019
|
|
1,129,161
|
|
|
$
|
67.86
|
|
|
5.9 years
|
|
$
|
86,615
|
|
|
|
Number of
Restricted
Shares
|
|
Number of Restricted Share Units
|
|
Weighted-Average
Grant Date
Fair Value
|
||||
Non-vested at March 31, 2019
|
|
676,373
|
|
|
33,219
|
|
|
$
|
80.86
|
|
Granted
|
|
147,821
|
|
|
12,800
|
|
|
135.39
|
|
|
Vested
|
|
(174,862
|
)
|
|
(14,006
|
)
|
|
75.16
|
|
|
Forfeited
|
|
(11,368
|
)
|
|
(554
|
)
|
|
87.08
|
|
|
Non-vested at September 30, 2019
|
|
637,964
|
|
|
31,459
|
|
|
$
|
95.46
|
|
|
Warranties
|
||
Balance, March 31, 2019
|
$
|
7,194
|
|
Warranties issued during the period
|
5,755
|
|
|
Settlements made during the period
|
(5,961
|
)
|
|
Balance, September 30, 2019
|
$
|
6,988
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
|
Fair Value at
|
|
Fair Value at
|
|
Fair Value at
|
|
Fair Value at
|
||||||||
Balance sheet location
|
|
September 30, 2019
|
|
March 31, 2019
|
|
September 30, 2019
|
|
March 31, 2019
|
||||||||
Prepaid & Other
|
|
$
|
1,259
|
|
|
$
|
552
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued expenses and other
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
278
|
|
|
|
Location of gain (loss)
recognized in income
|
|
Amount of gain (loss) recognized in income
|
||||||||||||||
Three Months Ended September 30,
|
|
Six Months Ended September 30,
|
||||||||||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Foreign currency forward contracts
|
|
Selling, general and administrative
|
|
$
|
299
|
|
|
$
|
746
|
|
|
$
|
705
|
|
|
$
|
388
|
|
Commodity swap contracts
|
|
Cost of revenues
|
|
$
|
796
|
|
|
$
|
(395
|
)
|
|
$
|
669
|
|
|
$
|
(31
|
)
|
|
|
|
|
|
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
|
|
$
|
225,536
|
|
$
|
220,633
|
|
|
$
|
225,536
|
|
$
|
220,633
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
||
Forward and swap contracts (1)
|
|
1,259
|
|
552
|
|
|
—
|
|
—
|
|
|
1,259
|
|
552
|
|
|
—
|
|
—
|
|
||||||||||
Equity investments(2)
|
|
11,030
|
|
13,873
|
|
|
11,030
|
|
13,873
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Other investments
|
|
2,478
|
|
2,545
|
|
|
2,478
|
|
2,545
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Forward and swap contracts (1)
|
|
$
|
38
|
|
$
|
278
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
38
|
|
$
|
278
|
|
|
$
|
—
|
|
$
|
—
|
|
||
Deferred compensation plans (2)
|
|
1,626
|
|
1,564
|
|
|
1,626
|
|
1,564
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||||||
Long term debt (3)
|
|
1,187,195
|
|
1,183,227
|
|
|
—
|
|
—
|
|
|
1,221,720
|
|
1,200,558
|
|
|
—
|
|
—
|
|
||||||||||
Contingent consideration obligations (4)
|
|
6,032
|
|
5,950
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
6,032
|
|
5,950
|
|
|
|
Contingent Consideration
|
||
Balance at March 31, 2019
|
|
$
|
5,950
|
|
Additions
|
|
33
|
|
|
Currency translation adjustments
|
|
49
|
|
|
Balance at September 30, 2019
|
|
$
|
6,032
|
|
|
Defined Benefit Plans (1)
|
|
Currency Translation (2)
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||||||||||||||||
|
Three Months
|
|
Six Months
|
|
Three Months
|
|
Six Months
|
|
Three Months
|
|
Six Months
|
||||||||||||
Beginning Balance
|
$
|
(4,709
|
)
|
|
$
|
(4,204
|
)
|
|
$
|
(152,135
|
)
|
|
$
|
(155,574
|
)
|
|
$
|
(156,844
|
)
|
|
$
|
(159,778
|
)
|
Other Comprehensive (Loss) Income before reclassifications
|
189
|
|
|
379
|
|
|
(68,367
|
)
|
|
(64,928
|
)
|
|
(68,178
|
)
|
|
(64,549
|
)
|
||||||
Amounts reclassified from Accumulated Other Comprehensive (Loss) Income
|
(695
|
)
|
|
(1,390
|
)
|
|
—
|
|
|
—
|
|
|
(695
|
)
|
|
(1,390
|
)
|
||||||
Net current-period Other Comprehensive (Loss) Income
|
(506
|
)
|
|
(1,011
|
)
|
|
(68,367
|
)
|
|
(64,928
|
)
|
|
(68,873
|
)
|
|
(65,939
|
)
|
||||||
Balance at September 30, 2019
|
$
|
(5,215
|
)
|
|
$
|
(5,215
|
)
|
|
$
|
(220,502
|
)
|
|
$
|
(220,502
|
)
|
|
$
|
(225,717
|
)
|
|
$
|
(225,717
|
)
|
|
Gain (Loss) on Available for Sale Securities
|
|
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 (Loss)
|
—
|
|
|
—
|
|
|
(563
|
)
|
|
(1,126
|
)
|
|
—
|
|
|
—
|
|
|
(563
|
)
|
|
(1,126
|
)
|
||||||||
Net current-period Other Comprehensive (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
|
)
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
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, cash dividends and future working capital needs.
|
•
|
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.
|
•
|
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, instrument and scope repairs, as well as revenues generated from contract sterilization and laboratory services offered through our Applied Sterilization Technologies segment.
|
•
|
Capital Equipment Revenues – We define capital equipment revenues as revenues generated from sales of capital equipment, which includes: steam and gas sterilizers, low temperature liquid chemical sterilant processing systems, pure steam/water systems, 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 dedicated consumables including V-PRO, SYSTEM 1 and 1E consumables, gastrointestinal endoscopy accessories, sterility assurance products, barrier protection solutions, cleaning consumables, and surgical instruments.
|
•
|
Recurring Revenues – We define recurring revenues as revenues generated from sales of consumable products and service revenues.
|
|
|
Six Months Ended September 30,
|
||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
|
$
|
260,000
|
|
|
$
|
226,702
|
|
Purchases of property, plant, equipment and intangibles, net
|
|
(98,168
|
)
|
|
(62,549
|
)
|
||
Proceeds from the sale of property, plant, equipment and intangibles
|
|
206
|
|
|
5,547
|
|
||
Free cash flow
|
|
$
|
162,038
|
|
|
$
|
169,700
|
|
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
Change
|
|
Percent Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Total revenues
|
|
$
|
736,840
|
|
|
$
|
678,961
|
|
|
$
|
57,879
|
|
|
8.5
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues by type:
|
|
|
|
|
|
|
|
|
|||||||
Service revenues
|
|
399,174
|
|
|
364,302
|
|
|
34,872
|
|
|
9.6
|
%
|
|||
Consumable revenues
|
|
158,573
|
|
|
147,172
|
|
|
11,401
|
|
|
7.7
|
%
|
|||
Capital equipment revenues
|
|
179,093
|
|
|
167,487
|
|
|
11,606
|
|
|
6.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Revenues by geography:
|
|
|
|
|
|
|
|
|
|||||||
Ireland revenues
|
|
15,171
|
|
|
14,098
|
|
|
1,073
|
|
|
7.6
|
%
|
|||
United States revenues
|
|
538,101
|
|
|
481,233
|
|
|
56,868
|
|
|
11.8
|
%
|
|||
Other foreign revenues
|
|
183,568
|
|
|
183,630
|
|
|
(62
|
)
|
|
—
|
%
|
|
|
Six Months Ended September 30,
|
|
|
|
|
|||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
Change
|
|
Percent Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Total revenues
|
|
$
|
1,433,643
|
|
|
$
|
1,317,719
|
|
|
$
|
115,924
|
|
|
8.8
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues by type:
|
|
|
|
|
|
|
|
|
|||||||
Service revenues
|
|
788,242
|
|
|
724,270
|
|
|
63,972
|
|
|
8.8
|
%
|
|||
Consumable revenues
|
|
318,684
|
|
|
294,743
|
|
|
23,941
|
|
|
8.1
|
%
|
|||
Capital equipment revenues
|
|
326,717
|
|
|
298,706
|
|
|
28,011
|
|
|
9.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Revenues by geography:
|
|
|
|
|
|
|
|
|
|||||||
Ireland revenues
|
|
30,279
|
|
|
26,658
|
|
|
3,621
|
|
|
13.6
|
%
|
|||
United States revenues
|
|
1,049,253
|
|
|
928,773
|
|
|
120,480
|
|
|
13.0
|
%
|
|||
Other foreign revenues
|
|
354,111
|
|
|
362,288
|
|
|
(8,177
|
)
|
|
(2.3
|
)%
|
|
|
Three Months Ended September 30,
|
|
Change
|
|
Percent
Change
|
|||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|||||||
Product
|
|
$
|
154,066
|
|
|
$
|
142,552
|
|
|
$
|
11,514
|
|
|
8.1
|
%
|
Service
|
|
164,601
|
|
|
142,112
|
|
|
22,489
|
|
|
15.8
|
%
|
|||
Total gross profit
|
|
$
|
318,667
|
|
|
$
|
284,664
|
|
|
$
|
34,003
|
|
|
11.9
|
%
|
Gross profit percentage:
|
|
|
|
|
|
|
|
|
|||||||
Product
|
|
45.6
|
%
|
|
45.3
|
%
|
|
|
|
|
|||||
Service
|
|
41.2
|
%
|
|
39.0
|
%
|
|
|
|
|
|||||
Total gross profit percentage
|
|
43.2
|
%
|
|
41.9
|
%
|
|
|
|
|
|
|
Six Months Ended September 30,
|
|
Change
|
|
Percent
Change
|
|||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|||||||
Product
|
|
$
|
300,842
|
|
|
$
|
274,740
|
|
|
$
|
26,102
|
|
|
9.5
|
%
|
Service
|
|
323,668
|
|
|
278,974
|
|
|
44,694
|
|
|
16.0
|
%
|
|||
Total gross profit
|
|
$
|
624,510
|
|
|
$
|
553,714
|
|
|
$
|
70,796
|
|
|
12.8
|
%
|
Gross profit percentage:
|
|
|
|
|
|
|
|
|
|||||||
Product
|
|
46.6
|
%
|
|
46.3
|
%
|
|
|
|
|
|||||
Service
|
|
41.1
|
%
|
|
38.5
|
%
|
|
|
|
|
|||||
Total gross profit percentage
|
|
43.6
|
%
|
|
42.0
|
%
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Change
|
|
Percent
Change
|
|||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
Selling, general, and administrative
|
|
$
|
175,959
|
|
|
$
|
162,312
|
|
|
$
|
13,647
|
|
|
8.4
|
%
|
Research and development
|
|
16,249
|
|
|
15,773
|
|
|
476
|
|
|
3.0
|
%
|
|||
Restructuring expenses
|
|
(274
|
)
|
|
—
|
|
|
(274
|
)
|
|
NM
|
|
|||
Total operating expenses
|
|
$
|
191,934
|
|
|
$
|
178,085
|
|
|
$
|
13,849
|
|
|
7.8
|
%
|
|
|
Six Months Ended September 30,
|
|
Change
|
|
Percent
Change
|
|||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
Selling, general, and administrative
|
|
$
|
354,740
|
|
|
$
|
320,718
|
|
|
$
|
34,022
|
|
|
10.6
|
%
|
Research and development
|
|
31,834
|
|
|
31,993
|
|
|
(159
|
)
|
|
(0.5
|
)%
|
|||
Restructuring expenses
|
|
1,115
|
|
|
—
|
|
|
1,115
|
|
|
NM
|
|
|||
Total operating expenses
|
|
$
|
387,689
|
|
|
$
|
352,711
|
|
|
$
|
34,978
|
|
|
9.9
|
%
|
Fiscal 2019 Restructuring Plan (dollars in thousands)
|
Three months ended September 30, 2019
|
|
Six months ended September 30, 2019
|
||||
Severance and other compensation related costs
|
$
|
1,012
|
|
|
$
|
2,103
|
|
(Gain) on disposal of asset
|
(1,164
|
)
|
|
(1,164
|
)
|
||
Lease termination costs and other
|
(122
|
)
|
|
176
|
|
||
Product rationalization (1)
|
910
|
|
|
1,828
|
|
||
Total restructuring expenses
|
$
|
636
|
|
|
$
|
2,943
|
|
|
|
Three Months Ended September 30,
|
|
|
||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
Change
|
||||||
Non-operating expenses, net:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
$
|
10,444
|
|
|
$
|
11,393
|
|
|
$
|
(949
|
)
|
Interest income and miscellaneous expense
|
|
(1,018
|
)
|
|
(73
|
)
|
|
(945
|
)
|
|||
Non-operating expenses, net
|
|
$
|
9,426
|
|
|
$
|
11,320
|
|
|
$
|
(1,894
|
)
|
|
|
Six Months Ended September 30,
|
|
|
||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
Change
|
||||||
Non-operating expenses, net:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
$
|
20,889
|
|
|
$
|
23,134
|
|
|
$
|
(2,245
|
)
|
Interest income and miscellaneous expense
|
|
(785
|
)
|
|
(441
|
)
|
|
(344
|
)
|
|||
Non-operating expenses, net
|
|
$
|
20,104
|
|
|
$
|
22,693
|
|
|
$
|
(2,589
|
)
|
|
|
Three Months Ended September 30,
|
|
Change
|
|
Percent
Change
|
||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
|||||||||
Income tax expense
|
|
$
|
22,165
|
|
|
$
|
17,764
|
|
|
$
|
4,401
|
|
|
24.8%
|
Effective income tax rate
|
|
18.9
|
%
|
|
18.6
|
%
|
|
|
|
|
|
|
Six Months Ended September 30,
|
|
Change
|
|
Percent
Change
|
||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
|||||||||
Income tax expense
|
|
$
|
36,798
|
|
|
$
|
30,537
|
|
|
$
|
6,261
|
|
|
20.5%
|
Effective income tax rate
|
|
17.0
|
%
|
|
17.1
|
%
|
|
|
|
|
(dollars in thousands)
|
|
Three Months Ended September 30,
|
|
Six Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Healthcare Products
|
|
$
|
350,281
|
|
|
$
|
321,505
|
|
|
$
|
660,068
|
|
|
$
|
613,515
|
|
Healthcare Specialty Services
|
|
135,002
|
|
|
124,554
|
|
|
270,947
|
|
|
246,803
|
|
||||
Life Sciences
|
|
98,650
|
|
|
97,165
|
|
|
195,435
|
|
|
182,120
|
|
||||
Applied Sterilization Technologies
|
|
152,907
|
|
|
135,737
|
|
|
307,193
|
|
|
275,281
|
|
||||
Total revenues
|
|
$
|
736,840
|
|
|
$
|
678,961
|
|
|
$
|
1,433,643
|
|
|
$
|
1,317,719
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Healthcare Products
|
|
$
|
86,963
|
|
|
$
|
72,468
|
|
|
$
|
160,661
|
|
|
$
|
134,190
|
|
Healthcare Specialty Services
|
|
16,072
|
|
|
15,461
|
|
|
32,889
|
|
|
28,415
|
|
||||
Life Sciences
|
|
32,315
|
|
|
33,266
|
|
|
65,354
|
|
|
63,131
|
|
||||
Applied Sterilization Technologies
|
|
65,386
|
|
|
53,468
|
|
|
133,421
|
|
|
109,619
|
|
||||
Corporate
|
|
(50,956
|
)
|
|
(46,985
|
)
|
|
(106,353
|
)
|
|
(93,027
|
)
|
||||
Total operating income before adjustments
|
|
$
|
149,780
|
|
|
$
|
127,678
|
|
|
$
|
285,972
|
|
|
$
|
242,328
|
|
Less: Adjustments
|
|
|
|
|
|
|
|
|
||||||||
Amortization of acquired intangible assets (1)
|
|
$
|
18,952
|
|
|
$
|
16,956
|
|
|
$
|
35,901
|
|
|
$
|
35,013
|
|
Acquisition and integration related charges (2)
|
|
1,947
|
|
|
2,707
|
|
|
3,864
|
|
|
4,378
|
|
||||
Redomiciliation and tax restructuring costs (3)
|
|
1,016
|
|
|
600
|
|
|
2,786
|
|
|
887
|
|
||||
(Gain) on fair value adjustment of acquisition related contingent consideration (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(842
|
)
|
||||
Net loss on divestiture of businesses (1)
|
|
50
|
|
|
221
|
|
|
2,476
|
|
|
663
|
|
||||
Amortization of property "step up" to fair value (1)
|
|
446
|
|
|
615
|
|
|
1,181
|
|
|
1,226
|
|
||||
Restructuring charges (4)
|
|
636
|
|
|
—
|
|
|
2,943
|
|
|
—
|
|
||||
Total operating income
|
|
$
|
126,733
|
|
|
$
|
106,579
|
|
|
$
|
236,821
|
|
|
$
|
201,003
|
|
|
|
Six Months Ended September 30,
|
||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
|
$
|
260,000
|
|
|
$
|
226,702
|
|
Net cash (used in) investing activities
|
|
$
|
(185,458
|
)
|
|
$
|
(68,156
|
)
|
Net cash (used in) provided by financing activities
|
|
$
|
(63,529
|
)
|
|
$
|
(139,861
|
)
|
Debt-to-total capital ratio
|
|
26.9
|
%
|
|
28.9
|
%
|
||
Free cash flow
|
|
$
|
162,038
|
|
|
$
|
169,700
|
|
•
|
Purchases of property, plant, equipment, and intangibles, net – Capital expenditures were $98.2 million for the first six months of fiscal 2020 and $62.5 million during the same prior year period. The increase relates primarily to our previously announced expansion projects in the Applied Sterilization Technologies and Healthcare Specialty Services segments.
|
•
|
Proceeds from the sale of property, plant, equipment and intangibles– Proceeds from the sale of property, plant, equipment and intangibles were $5.5 million during the first six months 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 not material for the first six months of fiscal 2020.
|
•
|
Acquisitions of businesses, net of cash acquired – During the first six months of fiscal 2020, we used $87.9 million million for the purchase of businesses. For more information on our acquisitions, refer to our Note 17 to our consolidated financial statements, "Business Acquisitions and Divestitures".
|
•
|
Purchases of Investments – During the first six months of fiscal 2019, we completed an equity investment for approximately $5.0 million.
|
•
|
Other – During the first six months of fiscal 2019, we provided $6.0 million under borrowing agreements. For more information on these loan agreements, refer to our Note 18 to our consolidated financial statements, "Loans Receivable".
|
•
|
Payments on long-term obligations – Payments on long-term obligations totaled $85.0 million in the first six months of fiscal 2019.
|
•
|
Proceeds (payments) under credit facility, net – Net proceeds under credit facilities totaled $13.2 million in the first six months of fiscal 2020 compared to $52.1 million in the first six months of fiscal 2019.
|
•
|
Repurchases of ordinary shares – During the first six months of fiscal 2020, we purchased of 204,414 of our ordinary shares in the aggregate amount of $29.9 million. During the first six months of fiscal 2020, we obtained 73,914 of our ordinary shares in connection with share-based compensation award programs in the aggregate amount of $8.0 million. During the first six months of fiscal 2019, we purchased of 454,000 of our ordinary shares in the aggregate amount of $48.1 million. 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.
|
•
|
Cash dividends paid to ordinary shareholders – During the first six months of fiscal 2020, we paid total cash dividends of $60.2 million, or $0.71 per outstanding share. During the first six months of fiscal 2019, we paid total cash dividends of $55.0 million, or $0.65 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 2020 and fiscal 2019, we received cash proceeds totaling $22.4 million and $4.9 million, respectively, under these programs.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
|
(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 (in thousands)
|
||||||
July 1-31
|
|
66,334
|
|
|
$
|
148.65
|
|
|
66,334
|
|
|
$
|
360,506
|
|
August 1-31
|
|
22,080
|
|
|
148.39
|
|
|
22,080
|
|
|
357,230
|
|
||
September 1-30
|
|
56,645
|
|
|
$
|
145.65
|
|
|
56,645
|
|
|
$
|
348,979
|
|
Total
|
|
145,059
|
|
(1)
|
147.44
|
|
(1)
|
145,059
|
|
|
348,979
|
|
ITEM 6.
|
EXHIBITS
|
STERIS plc
|
|
/s/ KAREN L. BURTON
|
Karen L. Burton
Vice President, Controller and Chief Accounting Officer
|
November 7, 2019
|
|
|
|
|
STERIS plc
By:
Senior Vice President, General Counsel and Company Secretary
|
Grantee
Signature by electronic acceptance and/or execution of the Acknowledgment and Acceptance form.
|
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.
|
|
|
|
Registration
Number |
Description
|
|
|
|
|
333-230557
|
Form S-8 Registration Statement of STERIS plc pertaining to the STERIS Corporation 401(k) Plan
|
|
|
|
|
333-230558
|
Form S-8 Registration Statement of STERIS plc pertaining to the STERIS plc 2006 Long-Term Equity Incentive Plan (As Assumed, Amended and Restated Effective March 28, 2019)
|
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 7, 2019
|
|
|
/s/ WALTER M ROSEBROUGH, JR
|
|
Walter M Rosebrough, Jr.
President and Chief Executive Officer
|
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 7, 2019
|
|
|
|
/s/ MICHAEL J. TOKICH
|
Michael J. Tokich
Senior Vice President and Chief Financial Officer
|
(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 and Chief Financial Officer
|