STERIS plc 10-Q

ITEM 1. FINANCIAL STATEMENTS STERIS PLC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands) September 30, 2022 March 31, 2022 (Unaudited) Assets Current assets: Cash and cash equivalents $ 258,259 $ 348,320 Accounts receivable (net of allowances of $ 22,196 and $ 24,371 respectively) 780,113 799,041 Inventories, net 644,936 574,999 Prepaid expenses and other current assets 204,991 156,637 Total current assets 1,888,299 1,878,997 Property, plant, and equipment, net 1,572,398 1,552,576 Lease right-of-use assets, net 174,073 188,480 Goodwill 3,705,140 4,404,343 Intangibles, net 3,077,492 3,328,537 Other assets 72,234 70,661 Total assets $ 10,489,636 $ 11,423,594 Liabilities and equity Current liabilities: Accounts payable $ 233,308 $ 225,737 Accrued income taxes 16,661 26,873 Accrued payroll and other related liabilities 133,839 183,721 Short-term lease obligations 33,968 36,472 Short-term indebtedness 151,000 142,875 Accrued expenses and other 304,039 306,544 Total current liabilities 872,815 922,222 Long-term indebtedness 2,873,936 2,945,481 Deferred income taxes, net 710,087 780,619 Long-term lease obligations 143,451 155,056 Other liabilities 75,900 75,579 Total liabilities $ 4,676,189 $ 4,878,957 Commitments and contingencies (see Note 8) Ordinary shares, with $ 0.001 par value; 500,000 shares authorized; 99,868 and 100,067 ordinary shares issued and outstanding, respectively 4,705,118 4,742,920 Retained earnings 1,695,087 1,999,244 Accumulated other comprehensive loss ( 598,148 ) ( 209,808 ) Total shareholders’ equity 5,802,057 6,532,356 Noncontrolling interests 11,390 12,281 Total equity 5,813,447 6,544,637 Total liabilities and equity $ 10,489,636 $ 11,423,594 See notes to consolidated financial statements. 3 Table of Content s 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, 2022 2021 2022 2021 Revenues: Product $ 666,394 $ 685,238 $ 1,303,470 $ 1,174,517 Service 534,123 511,747 1,053,538 990,890 Total revenues 1,200,517 1,196,985 2,357,008 2,165,407 Cost of revenues: Product 351,079 427,484 683,934 698,890 Service 317,103 289,157 622,941 559,891 Total cost of revenues 668,182 716,641 1,306,875 1,258,781 Gross profit 532,335 480,344 1,050,133 906,626 Operating expenses: Selling, general, and administrative 323,195 344,799 657,821 738,551 Goodwill impairment loss 490,565 — 490,565 — Research and development 24,928 18,832 49,679 37,024 Restructuring expenses 62 210 88 224 Total operating expenses 838,750 363,841 1,198,153 775,799 Income (loss) from operations ( 306,415 ) 116,503 ( 148,020 ) 130,827 Non-operating expenses, net: Interest expense 26,123 23,036 48,797 44,848 Fair value adjustment related to convertible debt, premium liability — 4,883 — 27,806 Interest (income) and miscellaneous expense 524 ( 1,023 ) 1,294 ( 2,457 ) Total non-operating expenses, net 26,647 26,896 50,091 70,197 Income (loss) before income tax expense ( 333,062 ) 89,607 ( 198,111 ) 60,630 Income tax expense (benefit) ( 17,831 ) 19,982 6,365 12,907 Net income (loss) ( 315,231 ) 69,625 ( 204,476 ) 47,723 Less: Net income (loss) attributable to noncontrolling interests 54 ( 186 ) ( 453 ) ( 281 ) Net income (loss) attributable to shareholders $ ( 315,285 ) $ 69,811 $ ( 204,023 ) $ 48,004 Net income (loss) per share attributed to shareholders Basic $ ( 3.15 ) $ 0.70 $ ( 2.04 ) $ 0.51 Diluted $ ( 3.15 ) $ 0.69 $ ( 2.04 ) $ 0.50 Cash dividends declared per share ordinary outstanding $ 0.47 $ 0.43 $ 0.90 $ 0.83 See notes to consolidated financial statements. 4 Table of Content s STERIS PLC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (in thousands) (Unaudited) Three Months Ended September 30, Six Months Ended September 30, 2022 2021 2022 2021 Net income (loss) $ ( 315,231 ) $ 69,625 $ ( 204,476 ) $ 47,723 Less: Net income (loss) attributable to noncontrolling interests 54 ( 186 ) ( 453 ) ( 281 ) Net income (loss) attributable to shareholders ( 315,285 ) 69,811 ( 204,023 ) 48,004 Other comprehensive income (loss) Amortization of pension and postretirement benefit plan costs, (net of taxes of $( 10 ), $ 174 , $( 16 ) and $ 348 , respectively) 27 ( 507 ) 56 ( 1,014 ) Change in cumulative currency translation adjustment ( 209,802 ) ( 68,409 ) ( 388,396 ) ( 43,476 ) Total other comprehensive income (loss) ( 209,775 ) ( 68,916 ) ( 388,340 ) ( 44,490 ) Comprehensive income (loss) $ ( 525,060 ) $ 895 $ ( 592,363 ) $ 3,514 See notes to consolidated financial statements. 5 Table of Content s STERIS PLC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Six Months Ended September 30, 2022 2021 Operating activities: Net income $ ( 204,476 ) $ 47,723 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization 272,742 201,663 Deferred income taxes ( 62,898 ) 3,129 Share-based compensation expense 20,511 37,910 Loss on the disposal of property, plant, equipment, and intangibles, net ( 50 ) 537 Loss on sale of businesses, net 4,777 404 Fair value adjustment related to convertible debt, premium liability — 27,806 Amortization of inventory fair value adjustments 2,477 85,154 Goodwill impairment loss 490,565 — Other items 8,840 7,986 Changes in operating assets and liabilities, net of effects of acquisitions: Accounts receivable, net ( 2,976 ) 15,932 Inventories, net ( 97,987 ) ( 57,897 ) Other current assets 1,269 ( 66,337 ) Accounts payable 15,675 ( 260 ) Accruals and other, net ( 112,899 ) ( 34,984 ) Net cash provided by operating activities 335,570 268,766 Investing activities: Purchases of property, plant, equipment, and intangibles, net ( 198,701 ) ( 133,369 ) Proceeds from the sale of property, plant, equipment and intangibles 1,323 387 Proceeds from the sale of businesses 5,228 — Acquisition of businesses, net of cash acquired ( 15,192 ) ( 547,353 ) Net cash used in investing activities ( 207,342 ) ( 680,335 ) Financing activities: Proceeds from issuance of senior public notes — 1,350,000 Proceeds from term loan — 650,000 Payments on long-term obligations — ( 721,284 ) Payments on convertible debt — ( 371,361 ) Payments on term loans ( 126,875 ) ( 125,000 ) Proceeds (payments) under credit facilities, net 99,111 ( 65,021 ) Deferred financing fees and debt issuance costs — ( 17,343 ) Acquisition related deferred or contingent consideration ( 153 ) ( 25,262 ) Repurchases of ordinary shares ( 69,922 ) ( 24,751 ) Cash dividends paid to ordinary shareholders ( 89,981 ) ( 77,107 ) Distributions to noncontrolling interest — ( 997 ) Stock option and other equity transactions, net 1,458 7,829 Net cash provided by (used in) financing activities ( 186,362 ) 579,703 Effect of exchange rate changes on cash and cash equivalents ( 31,927 ) ( 5,171 ) Increase (decrease) in cash and cash equivalents ( 90,061 ) 162,963 Cash and cash equivalents at beginning of period 348,320 220,531 Cash and cash equivalents at end of period $ 258,259 $ 383,494 See notes to consolidated financial statements. 6 Table of Content s STERIS PLC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in thousands, except per share amounts) (Unaudited) Three Months Ended September 30, 2022 Ordinary Shares Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling Interest Total Equity Number Amount Balance at June 30, 2022 100,090 $ 4,738,746 $ 2,057,175 $ ( 388,373 ) $ 11,580 $ 6,419,128 Comprehensive income: Net income (loss) — — ( 315,285 ) — 54 ( 315,231 ) Other comprehensive (loss) — — — ( 209,775 ) — ( 209,775 ) Repurchases of ordinary shares ( 231 ) ( 45,413 ) 170 — — ( 45,243 ) Equity compensation programs and other 9 11,785 — — — 11,785 Cash dividends $ 0.47 per ordinary share — — ( 46,973 ) — — ( 46,973 ) Other changes in noncontrolling interest — — — — ( 244 ) ( 244 ) Balance at September 30, 2022 99,868 $ 4,705,118 $ 1,695,087 $ ( 598,148 ) $ 11,390 $ 5,813,447 Six Months Ended September 30, 2022 Ordinary Shares Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling Interest Total Equity Number Amount Balance at March 31, 2022 100,067 $ 4,742,920 $ 1,999,244 $ ( 209,808 ) $ 12,281 $ 6,544,637 Comprehensive income: Net (loss) — — ( 204,023 ) — ( 453 ) ( 204,476 ) Other comprehensive (loss) — — — ( 388,340 ) — ( 388,340 ) Repurchases of ordinary shares ( 357 ) ( 59,769 ) ( 10,153 ) — — ( 69,922 ) Equity compensation programs and other 158 21,967 — — — 21,967 Cash dividends – $ 0.90 per ordinary share — — ( 89,981 ) — — ( 89,981 ) Other changes in noncontrolling interest — — — — ( 438 ) ( 438 ) Balance at September 30, 2022 99,868 $ 4,705,118 $ 1,695,087 $ ( 598,148 ) $ 11,390 $ 5,813,447 7 Table of Content s STERIS PLC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in thousands, except per share amounts) (Unaudited) Three Months Ended September 30, 2021 Ordinary Shares Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling Interest Total Equity Number Amount Balance at June 30, 2021 99,746 $ 4,736,838 $ 1,874,559 $ ( 36,817 ) $ 10,435 $ 6,585,015 Comprehensive income: Net income (loss) — — 69,811 — ( 186 ) 69,625 Other comprehensive (loss) — — — ( 68,916 ) — ( 68,916 ) Repurchases of ordinary shares ( 71 ) ( 5,866 ) ( 8,215 ) — — ( 14,081 ) Equity compensation programs and other 236 17,209 — — — 17,209 Cash dividends – $ 0.43 per ordinary share — — ( 42,959 ) — — ( 42,959 ) Distributions to noncontrolling interest — — — — ( 997 ) ( 997 ) Other changes in noncontrolling interest — — — — 35 35 Balance at September 30, 2021 99,911 $ 4,748,181 $ 1,893,196 $ ( 105,733 ) $ 9,287 $ 6,544,931 Six Months Ended September 30, 2021 Ordinary Shares Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling Interest Total Equity Number Amount Balance at March 31, 2021 85,353 $ 2,002,825 $ 1,939,408 $ ( 61,243 ) $ 10,478 $ 3,891,468 Comprehensive income: Net income (loss) — — 48,004 — ( 281 ) 47,723 Other comprehensive (loss) — — — ( 44,490 ) — ( 44,490 ) Repurchases of ordinary shares ( 131 ) ( 7,642 ) ( 17,109 ) — — ( 24,751 ) Equity compensation programs and other 392 45,508 — — — 45,508 Cash dividends – $ 0.83 per ordinary share — — ( 77,107 ) — — ( 77,107 ) Issuance of shares for acquisition of Cantel Medical LLC ("Cantel") 14,297 2,689,317 — — — 2,689,317 Consideration related to equity component of Cantel convertible debt — 175,555 — — — 175,555 Consideration related to Cantel equity compensation programs — 18,173 — — — 18,173 Reclassification to Cantel convertible debt, premium liability — ( 175,555 ) — — — ( 175,555 ) Distributions to noncontrolling interest — — — — ( 997 ) ( 997 ) Other changes in noncontrolling interest — — — — 87 87 Balance at September 30, 2021 99,911 $ 4,748,181 $ 1,893,196 $ ( 105,733 ) $ 9,287 $ 6,544,931 8 STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) 1. Nature of Operations and Summary of Significant Accounting Policies STERIS is a leading global provider of products and services that support patient care with an emphasis on infection prevention. WE HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare, life sciences and dental 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, dental instruments and tools, instrument and scope repair, laboratory testing services, outsourced reprocessing, and capital equipment products, such as sterilizers and surgical tables, automated endoscope reprocessors, and connectivity solutions such as operating room (“OR”) integrati on. We operate and report in four reportable business segments: Healthcare, Applied Sterilization Technologies, Life Sciences, and Dental. We describe our business segments in Note 9 titled "Business Segment Information." 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, 2022, which was filed with the Securities and Exchange Commission ("SEC") on May 31, 2022. The Consolidated Balance Sheet at March 31, 2022 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, 2022 are not necessarily indicative of results that may be expected for future quarters or for the full fiscal year ending March 31, 2023. Revenue Recognition and Associated Liabilities 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 9 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) 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, 2022, 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. 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 capital equipment products is deferred until installation is complete if the capital equipment and installation are highly integrated and form a single performance obligation. Service Revenue Within our Healthcare and Life Sciences segments, service revenues include 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 Group Purchasing Organization ("GPO") agreement. For maintenance, repair and installation of capital equipment, revenue is recognized upon completion of the service. Healthcare service revenues also include 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. 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 cancellable 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 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. 10 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) 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 six months of fiscal 2023, $ 67,218 of the March 31, 2022 deferred revenue balance was recorded as revenue. During the first six months of fiscal 2022, $ 40,360 of the March 31, 2021 deferred revenue balance was recorded as revenue. Refer to Note 6, titled "Additional Consolidated Balance Sheet Information" for deferred revenue balances. Service Liabilities Payments received in advance of performance for cancellable preventive 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. 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, 2022, the transaction price allocated to remaining performance obligations was approximately $ 1,561,000 . We expect to recognize approximately 62 % of the transaction price within one year and approximately 29 % beyond one year. The remainder has yet to be scheduled for delivery . Recently Issued Accounting Standards Impacting the Company Recently Issued Accounting Standards Impacting 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 been adopted in fiscal 2023 ASU 2021-08 "Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. October 2021 The standard provides guidance to improve the accounting for acquired revenue contracts with Customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. First Quarter Fiscal 2023 We adopted this standard effective April 1, 2022 with no material impact to 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, 2022, which was filed with the SEC on May 31, 2022. Our significant and critical accounting policies, estimates, and assumptions have not changed materially from March 31, 2022. 11 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) 2. Business Acquisitions During the second quarter of fiscal 2023, we completed a tuck-in acquisition, which continued to expand our product and service offerings in the Healthcare segment. Total aggregate consideration was approximately $ 21,892 , including contingent deferred consideration of $ 6,700 . Acquisition related costs are reported in the selling, general, and administrative expense line of the Consolidated Statements of Income and such amounts are not material. Purchase price allocation will be finalized within a measurement period not to exceed one year from closing. On June 2, 2021, we acquired all outstanding equity interests in Cantel Medical LLC ("Cantel") through a U.S. subsidiary. The total consideration for Cantel common stock and s tock equivalents was $ 3,599,471 . We funded the cash portion of the transaction consideration and repayment of a significant amount of Cantel’s existing debt obligations with a portion of the proceeds from new debt, which is described in our Annual Report on Form 10-K for the year ended March 31, 2022, which was filed with the SEC on May 31, 2022. In addition to the total purchase consideration, STERIS assumed and repaid $ 721,284 of existing Cantel debt obligations and assumed Cantel's obligations associated with convertible senior notes issued on May 15, 2020, which is described in our Annual Report on Form 10-K for the year ended March 31, 2022, which was filed with the SEC on May 31, 2022. Fair Value of Assets Acquired and Liabilities Assumed The table below presents the allocation of fair values of assets acquired and liabilities assumed on the acquisition date. March 31, 2022 (As previously reported) Adjustments Final Cash $ 169,073 $ — $ 169,073 Accounts receivable 172,226 — 172,226 Inventory 249,221 — 249,221 Property, plant and equipment 267,360 ( 1,282 ) 266,078 Lease right-of-use assets, net 59,720 — 59,720 Other assets 72,864 — 72,864 Intangible assets 2,942,000 — 2,942,000 Goodwill 1,522,381 22,088 1,544,469 Total assets acquired 5,454,845 20,806 5,475,651 Convertible debt, par value 168,000 — 168,000 Other current liabilities 247,549 5,595 253,144 Long-term lease obligations 47,856 — 47,856 Deferred income taxes, net 670,685 15,211 685,896 Long-term indebtedness 721,284 — 721,284 Total liabilities assumed 1,855,374 20,806 1,876,180 Net assets acquired $ 3,599,471 $ — $ 3,599,471 Acquisition and integration expenses totaled $ 3,844 and $ 13,676 for the three and six months ended September 30, 2022 , respectively. Acquisition and integration expenses totaled $ 17,404 and $ 158,400 for the three and six months ended September 30, 2021 , respectively. These costs were primarily related to the acquisition and integration of Cantel. Acquisition and integration expenses are reported in the selling, general and administrative expenses line of our Consolidated Statements of Income and include but are not limited to investment banker, advisory, legal, other professional fees, and certain employee-related expenses. During the second quarter of fiscal 2023, in connection with the preparation of our quarterly consolidated financial statements, we identified and recognized a goodwill impairment loss of $ 490,565 related to goodwill that arose with respect to assets acquired in the Cantel acquisition. For more information on the impairment loss, see Note 17 to our consolidated financial statements, titled "Goodwill." For more information on the acquisition of Cantel, refer to our Annual Report on Form 10-K for the year ended March 31, 2022, which was filed with the SEC on May 31, 2022. 12 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) 3. Inventories, Net Inventories are stated at the lower of their cost and net realizable value determined by the first-in, first-out (“FIFO”) cost method. Inventory costs include material, labor, and overhead . Inventories, net consisted of the following: September 30, 2022 March 31, 2022 Raw materials $ 224,186 $ 195,035 Work in process 103,072 76,021 Finished goods 357,854 334,880 Reserve for excess and obsolete inventory ( 40,176 ) ( 30,937 ) Inventories, net $ 644,936 $ 574,999 4. Property, Plant and Equipment Information related to the major categories of our depreciable assets is as follows: September 30, 2022 March 31, 2022 Land and land improvements (1) $ 81,046 $ 84,015 Buildings and leasehold improvements 645,364 654,851 Machinery and equipment 909,916 903,649 Information systems 230,571 222,620 Radioisotope 599,197 597,641 Construction in progress (1) 429,675 356,013 Total property, plant, and equipment 2,895,769 2,818,789 Less: accumulated depreciation and depletion ( 1,323,371 ) ( 1,266,213 ) Property, plant, and equipment, net $ 1,572,398 $ 1,552,576 (1) Land is not depreciated. Construction in progress is not depreciated until placed in service. 13 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) 5. Debt Indebtedness was as follows: September 30, 2022 March 31, 2022 Short-term debt Term Loan, current portion $ 27,500 $ 27,500 Delayed Draw Term Loan, current portion 32,500 24,375 Private Placement Senior Notes 91,000 91,000 Total short-term debt $ 151,000 $ 142,875 Long-term debt Private Placement Senior Notes $ 728,312 $ 758,726 Revolving Credit Facility 150,932 58,908 Deferred financing costs ( 23,433 ) ( 25,278 ) Term Loan 58,750 177,500 Delayed Draw Term Loan 609,375 625,625 Senior Public Notes 1,350,000 1,350,000 Total long-term debt $ 2,873,936 $ 2,945,481 Total debt $ 3,024,936 $ 3,088,356 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, 2022, which was filed with the SEC on May 31, 2022. 14 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) 6. Additional Consolidated Balance Sheet Information Additional information related to our Consolidated Balance Sheets is as follows: September 30, 2022 March 31, 2022 Accrued payroll and other related liabilities: Compensation and related items $ 67,723 $ 71,878 Accrued vacation/paid time off 12,796 13,669 Accrued bonuses 32,111 64,702 Accrued employee commissions 18,243 30,171 Other postretirement benefit obligations-current portion 1,190 1,190 Other employee benefit plans obligations-current portion 1,776 2,111 Total accrued payroll and other related liabilities $ 133,839 $ 183,721 Accrued expenses and other: Deferred revenues $ 98,224 $ 110,791 Service liabilities 60,468 51,365 Self-insured risk reserves-current portion 11,913 8,995 Accrued dealer commissions 36,410 31,700 Accrued warranty 13,790 14,108 Asset retirement obligation-current portion 493 1,181 Accrued interest 10,090 10,014 Other 72,651 78,390 Total accrued expenses and other $ 304,039 $ 306,544 Other liabilities: Self-insured risk reserves-long-term portion $ 19,213 $ 19,213 Other postretirement benefit obligations-long-term portion 6,906 7,335 Defined benefit pension plans obligations-long-term portion 3,523 1,772 Other employee benefit plans obligations-long-term portion 1,168 1,360 Accrued long-term income taxes 10,034 12,225 Asset retirement obligation-long-term portion 11,351 12,362 Other 23,705 21,312 Total other liabilities $ 75,900 $ 75,579 7. Income Tax Expense The effective income tax rates for the three month period ended September 30, 2022 and 2021 were 5.4 % and 22.3 %, respectively. The effective income tax rates for the six month period ended September 30, 2022 and 2021 were ( 3.2 )% and 21.3 %, respectively. The fiscal 2023 effective tax rate for the six month period ended September 30, 2022 decreased when compared to the prior year period, primarily due to the tax impact of the goodwill impairment loss recognized on the Dental segment during the second quarter of fiscal 2023. Income tax expense (benefit) 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 foreign jurisdictions. We are no longer subject to United States federal examinations for years before fiscal 2018 and, with limited exceptions, we are no longer subject to United States state and local, or non-United States, income tax 15 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) examinations by tax authorities for years before fiscal 2016. We remain subject to tax authority audits in various jurisdictions wherever we do business. In the fourth quarter of fiscal 2021, we completed an appeals process with the U.S. Internal Revenue Service (the “IRS”) regarding proposed audit adjustments related to deductibility of interest paid on intercompany debt for fiscal years 2016 and 2017. An agreement was reached on final interest rates, which also impacts subsequent years through 2020. We estimate the total federal, state, and local tax impact of the settlement to be approximately $ 12,000 for the fiscal years 2016 through 2020, of which approximately $ 7,500 has been paid through September 30, 2022. In May 2021, we received two notices of proposed tax adjustment from the IRS regarding deemed dividend inclusions and associated withholding tax. The notices relate to the fiscal and calendar year 2018. The IRS adjustments would result in a cumulative tax liability of approximately $ 50,000 . We are contesting the IRS’s assertions, and intend to pursue available remedies such as appeals and litigation, if necessary. We have not established reserves related to these notices. An unfavorable outcome is not expected to have a material adverse impact on our consolidated financial position but could be material to our consolidated results of operations and cash flows for any one period. 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, gases, 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. 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, 2022, which was filed with the SEC on May 31, 2022, Item 1 titled "Business - Information with respect to our Business in General - Government Regulation" and the "Risk Factors" in Item 1A titled "Product and service 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. 16 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) 9. Business Segment Information We report our financial information in four reportable business segments: Healthcare, Applied Sterilization Technologies, Life Sciences and Dental. Non-allocated operating costs that support the entire Company and items not indicative of operating trends are excluded from segment operating income. Our Healthcare segment provides a comprehensive offering for healthcare providers worldwide, focused on sterile processing departments and procedural centers, such as operating rooms and endoscopy suites. Our products and services range from infection prevention consumables and capital equipment, as well as services to maintain that equipment; to the repair of re-usable procedural instruments; to outsourced instrument reprocessing services. In addition, our procedural solutions also include single-use devices and capital equipment infrastructure used primarily in operating rooms, ambulatory surgery centers, endoscopy suites, and other procedural areas. Our Applied Sterilization Technologies ("AST") segment is a third-party service provider for contract sterilization, as well as testing services needed to validate sterility services for medical device and pharmaceutical manufacturers. Our technology-neutral offering supports Customers every step of the way, from testing through sterilization. Our Life Sciences segment provides a comprehensive offering of products and services that support pharmaceutical manufacturing, primarily for vaccine and other biopharma Customers focused on aseptic manufacturing. These solutions include a full suite of consumable products, equipment maintenance and specialty services, and capital equipment. Our Dental segment provides a comprehensive offering for dental practitioners and dental schools, offering instruments, infection prevention consumables and instrument management systems. We d isclose 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 C ompany. Certain prior period costs were reallocated from the Healthcare segment to Corporate to conform with current year presentation. The prior period segment operating income measure has been recast for comparability. For the three and six months e nded September 30, 2022 , revenues from a single Customer did not represent ten percent or more of the Healthcare, Applied Sterilization Technologies or Life Sciences segment revenues. Three Customers collectively and consistently account for approximately 40.0% of our Dental segment revenue. The percentage associated with these three Customers collectively in any one period may vary due to the buying patterns of these three Customers as well as other Dental Customers. These three Customers collectively accounted for appr oxi mately 40.1 % and 42.1 % o f our Dental segment revenues for the three and six months ended September 30, 2022, respectively. These three Customers collectively accounted for appr oxi mately 40.6 % and 39.5 % o f our Dental segment revenues for the three and six months ended September 30, 2021, respectively. A dditional 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, 2022, which was filed with the SEC on May 31, 2022. 17 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) Financial information for each of our segments is presented in the following table: Three Months Ended September 30, Six Months Ended September 30, 2022 2021 2022 2021 Revenues: Healthcare $ 732,813 $ 744,134 $ 1,431,339 $ 1,346,951 Applied Sterilization Technologies 232,358 204,892 453,269 413,794 Life Sciences 125,768 132,327 257,975 253,798 Dental 109,578 115,632 214,425 150,864 Total revenues $ 1,200,517 $ 1,196,985 $ 2,357,008 $ 2,165,407 Segment operating income (loss): Healthcare $ 165,337 $ 168,335 $ 321,834 $ 306,709 Applied Sterilization Technologies 110,384 99,789 219,699 201,716 Life Sciences 48,619 57,519 103,924 106,607 Dental 28,059 32,392 47,655 42,511 Corporate ( 67,056 ) ( 79,497 ) ( 142,999 ) ( 156,771 ) Total segment operating income $ 285,343 $ 278,538 $ 550,113 $ 500,772 Less: Adjustments Amortization of acquired intangible assets (1) $ 93,859 $ 74,791 $ 187,786 $ 116,531 Acquisition and integration related charges (2) 3,844 17,404 13,676 158,400 Tax restructuring costs (3) 77 159 251 110 (Gain) on fair value adjustment of acquisition related contingent consideration (1) — — ( 3,100 ) — Net (gain) loss on divestiture of businesses (1) 899 ( 15 ) 4,777 404 Amortization of inventory and property "step up" to fair value (1) 2,452 69,486 4,089 94,276 Restructuring charges (4) 62 210 89 224 Goodwill impairment loss (5) 490,565 — 490,565 — Total income from operations $ ( 306,415 ) $ 116,503 $ ( 148,020 ) $ 130,827 (1) For more information regarding our recent acquisitions and divestitures, refer to Note 2 titled, "Business Acquisitions and Divestitures" included in our Annual Report on Form 10-K for the year ended March 31, 2022, which was filed with the SEC on May 31, 2022. (2) Acquisition and integration related charges include transaction costs and integration expenses associated with acquisitions. (3) Costs incurred in tax restructuring. (4) For more information regarding our restructuring efforts, refer to our Annual R eport on Form 10-K for the year ended March 31, 2022, which was filed with the SEC on May 31, 2022. (5) For more information regarding our goodwill impairment loss, see Note 17 to our consolidated financial statements titled, "Goodwill." 18 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) Additional information regarding our fiscal 2023 and fiscal 2022 revenue is disclosed in the following tables: Three Months Ended September 30, Six Months Ended September 30, 2022 2021 2022 2021 Healthcare: Capital equipment $ 212,484 $ 202,405 $ 391,618 353,295 Consumables 246,050 270,089 498,082 476,781 Service 274,279 271,640 541,639 516,875 Total Healthcare Revenues $ 732,813 $ 744,134 $ 1,431,339 $ 1,346,951 Applied Sterilization Technologies Service Revenues $ 232,358 $ 204,892 $ 453,269 $ 413,794 Life Sciences: Capital equipment $ 30,015 $ 34,186 $ 70,514 $ 66,931 Consumables 57,420 61,748 116,977 118,284 Service 38,333 36,393 70,484 68,583 Total Life Sciences Revenues $ 125,768 $ 132,327 $ 257,975 $ 253,798 Dental Revenues $ 109,578 $ 115,632 $ 214,425 $ 150,864 Total Revenues $ 1,200,517 $ 1,196,985 $ 2,357,008 $ 2,165,407 Three Months Ended September 30, Six Months Ended September 30, 2022 2021 2022 2021 Revenues: Ireland $ 16,995 $ 20,046 $ 35,171 $ 41,991 United States 871,981 852,497 1,706,082 1,531,747 Other locations 311,541 324,442 615,755 591,669 Total Revenues $ 1,200,517 $ 1,196,985 $ 2,357,008 $ 2,165,407 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. 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): 2022 2021 2022 2021 Weighted average shares outstanding—basic 99,969 99,848 100,025 95,000 Dilutive effect of share equivalents (1) — 841 — 840 Weighted average shares outstanding and share equivalents—diluted 99,969 100,689 100,025 95,840 (1) The dilutive effect of share equivalents is excluded from the calculation of diluted earnings per share for the three and six months ended September 30, 2022 due to our net losses for those periods. 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: 19 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) Three Months Ended September 30, Six Months Ended September 30, (shares in thousands) 2022 2021 2022 2021 Number of share options 642 209 467 241 Additional Authorized Shares The Company has an additional authorized share capital of 50,000,000 preferred shares of $ 0.001 par value each, plus 25,000 deferred ordinary shares of € 1.00 par value each, in order to satisfy minimum statutory capital requirements for all Irish public limited companies. 11. Repurchases of Ordinary Shares On May 7, 2019, our Board of Directors authorized a share repurchase program resulting in a share repurchase authorization of approximately $ 78,979 (net of taxes, fees and commissions). On July 30, 2019, our Board of Directors approved an increase in the May 7, 2019 authorization of an additional amount of $300,000 (net of taxes, fees and commissions). As of September 30, 2022, there was approximately $ 249,371 (net of taxes, fees and commissions) of remaining availability under the Board authorized share repurchase program. The share repurchase program has no specified expiration date. Under the authorization, the Company may repurchase its shares from time to time through open market purchases, including 10b5-1 plans. Any share repurchases may be activated, suspended or discontinued at any time. Due to the uncertainty surrounding the COVID-19 pandemic, share repurchases were suspended on April 9, 2020. The suspension was lifted effective February 10, 2022, enabling the Company to resume stock repurchases pursuant to the prior authorizations. During the first six months of fiscal 2023, we repurchased 292,487 of our ordinary shares for the aggregate amount of $ 59,561 (net of fees and commissions) pursuant to the authorizations. During the first six months of fiscal 2023, we obtained 64,436 of our ordinary shares in the aggregate amount of $ 11,769 in connection with share based compensation award programs. During the first six months of fiscal 2022, we obtained 130,678 of our ordinary shares in the aggregate amount of $ 24,751 in connection with share based compensation award programs. 12. Share-Based Compensation We maintain a long-term ince ntive plan that makes available shares for grants, at the discretion of the Board of Directors or the Compensation and Organizational Development Committee of 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 to employees in fiscal 2019 and thereafter, 110% of the market price on the date of grant, subject to the terms of the plan and agreements. Generally, one-fourth of the stock options granted to employees 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 year of employment after the grant date. As of September 30, 2022, 2,797,136 ordinary 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. 20 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) The following weighted-average assumptions were used for options granted during the first six months of fiscal 2023 and 2022: Fiscal 2023 Fiscal 2022 Risk-free interest rate 2.44 % 1.16 % Expected life of options 5.9 years 5.9 years Expected dividend yield of stock 0.80 % 0.97 % Expected volatility of stock 24.49 % 24.37 % 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 2.54 % and 2.85 % was applied in fiscal 2023 and 2022, 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 Per Share Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at March 31, 2022 1,560,954 $ 138.37 Granted 235,435 247.45 Exercised ( 24,408 ) 50.99 Forfeited ( 8,928 ) 205.25 Outstanding at September 30, 2022 1,763,053 $ 153.81 6.7 years $ 58,929 Exercisable at September 30, 2022 1,118,754 $ 119.95 5.6 years $ 57,462 We estimate that 626,912 of the non-vested stock options outstanding at September 30, 2022 will ultimately vest. The aggregate intrinsic value in the table above represents the total pre-tax difference between the $ 166.28 closing price of our ordinary shares on September 30, 2022 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 2023 and fiscal 2022 was $ 4,553 and $ 16,076 , respectively. Net cash proceeds from the exercise of stock options were $ 1,458 and $ 7,829 for the first six months of fiscal 2023 and fiscal 2022, respectively. The weighted average grant date fair value of stock option grants was $ 50.72 and $ 37.34 for the first six months of fiscal 2023 and fiscal 2022, 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. As of May 24, 2021, we no longer have outstanding SARS. 21 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) 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, 2022 485,510 33,677 $ 157.37 Granted 124,558 13,030 226.03 Vested ( 138,099 ) ( 13,101 ) 125.48 Forfeited ( 12,750 ) ( 1,246 ) 179.57 Non-vested at September 30, 2022 459,219 32,360 $ 185.84 Restricted shares and restricted share unit grants 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 2023 at the time of grant was $ 18,989 . As of September 30, 2022, there was a total of $ 80,182 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 2.3 years. Cantel Share Based Compensation Plan In connection with the acquisition of Cantel, outstanding, non-vested Cantel restricted share units were replaced with STERIS restricted share units. A total of 280,402 STERIS restricted share units replaced Cantel awards based on a ratio of one Cantel restricted share unit to 0.4262 STERIS restricted share units. Cantel time based restricted share units were replaced with STERIS restricted share units with the same three-year pro-rata vesting terms based on the original award date. Performance based Cantel restricted share units were replaced with time based STERIS restricted share units that vest pro rata over the remaining one, two or three anniversaries from the original Cantel award date. The number of Cantel performance restricted share units was replaced based on the original target achievement level. All replacement restricted share units retained dividend accumulation rights. The fair value of each STERIS restricted share unit awarded on June 2, 2021 to replace outstanding non-vested Cantel restricted share units was $ 191.18 based on the closing price of STERIS ordinary shares on June 2, 2021. Approximately $ 18,173 of the total $ 53,607 grant date fair value was attributable to pre-acquisition services provided and was recorded as a component of purchase consideration in connection with the acquisition of Cantel. Recognition of unamortized share-based compensation expense totaling $ 18,545 was accelerated in connection with the planned termination of certain Cantel executive level employees in the first quarter of fiscal 2022 . As a result of the formal notices provided and the terms of the Cantel share based compensati on plans and Cantel Executive Severance and Change of Control Plan, the remaining service required under the awards became non-substantive requiri ng acceleration of the remaining related compensation cost. As of September 30, 2022, there was a total of $ 3,178 in unrecognized compensation cost related to non-vested STERIS restricted shar e units awarded to replace Cantel restricted share units. We expect to recognize the cost over a weighted average period of 1.0 year . A summary of the non-vested restricted share units activity associated with the Cantel share-based compensation plans is presented below: Number of Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested at March 31, 2022 45,722 $ 191.18 Granted — — Vested ( 2,729 ) 191.18 Forfeited ( 3,738 ) 191.18 Non-vested at September 30, 2022 39,255 $ 191.18 22 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) 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 six months of fiscal 2023 were as follows: Warranties Balance, March 31, 2022 $ 14,108 Warranties issued during the period 6,204 Settlements made during the period ( 6,522 ) Balance, September 30, 2022 $ 13,790 14. Derivatives and Hedging 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 second quarter of fiscal 2023, we also held forward foreign currency contracts 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 2023. 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. None of these contracts are 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, 2022, we held foreign currency forward contracts to buy 28.5 million British pounds sterling; and to sell 100.0 million Mexican pesos, and 78.8 million euros. At September 30, 2022, we held commodity swap contracts to buy 400.8 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, 2022 March 31, 2022 September 30, 2022 March 31, 2022 Prepaid & Other $ 2,324 $ 2,780 $ — $ — Accrued expenses and other $ — $ — $ 1,230 $ 198 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, 2022 2021 2022 2021 Foreign currency forward contracts Selling, general and administrative $ 2,279 $ 1,143 $ 4,629 $ 2,571 Commodity swap contracts Cost of revenues $ ( 358 ) $ 28 $ ( 3,183 ) $ 693 23 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (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, 2022 and March 31, 2022: 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 $ 258,259 $ 348,320 $ 258,259 $ 348,320 $ — $ — $ — $ — Forward and swap contracts (1) 2,324 2,780 — — 2,324 2,780 — — Equity investments (2) 6,363 8,520 6,363 8,520 — — — — Other investments 1,986 2,272 1,986 2,272 — — — — Liabilities: Forward and swap contracts (1) $ 1,230 $ 198 $ — $ — $ 1,230 $ 198 $ — $ — Deferred compensation plans (2) 989 1,240 989 1,240 — — — — Debt (3) 3,024,936 3,088,356 — — 2,591,744 2,991,680 — — Contingent consideration obligations (4) 14,538 10,550 — — — — 14,538 10,550 (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. 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 2023, we recorded losses of $ 643 and $ 1,727 , respectively, related to these investments. During the second quarter and first half of fiscal 2022, we recorded losses of $ 213 and $ 229 , respectively, related to these investments. (3) We estimate the fair value of our debt using discounted cash flow analyses, based on estimated current incremental borrowing rates for similar types of borrowing arrangement s. (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 capture 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 . 24 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (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, 2022 are summarized as follows: Contingent Consideration Balance at March 31, 2022 $ 10,550 Additions 7,181 Payments ( 40 ) Reductions ( 3,100 ) Currency translation adjustments ( 53 ) Balance at September 30, 2022 $ 14,538 25 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) 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, 2022 and 2021 were as follows: 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 $ 1,305 $ 1,276 $ ( 389,678 ) $ ( 211,084 ) $ ( 388,373 ) $ ( 209,808 ) Other Comprehensive Income (Loss) before reclassifications 149 303 ( 209,802 ) ( 388,396 ) ( 209,653 ) ( 388,093 ) Amounts reclassified from Accumulated Other Comprehensive Income (Loss) ( 122 ) ( 247 ) — — ( 122 ) ( 247 ) Net current-period Other Comprehensive (Loss) 27 56 ( 209,802 ) ( 388,396 ) ( 209,775 ) ( 388,340 ) Balance at September 30, 2022 $ 1,332 $ 1,332 $ ( 599,480 ) $ ( 599,480 ) $ ( 598,148 ) $ ( 598,148 ) (1) The amortization (gain) of defined benefit pension items is reported in the Interest income and miscellaneous expense line of our Consolidated Statements of Income. (2) 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. 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 $ ( 6,026 ) $ ( 5,519 ) $ ( 30,791 ) $ ( 55,724 ) $ ( 36,817 ) $ ( 61,243 ) Other Comprehensive Income before reclassifications 585 1,176 ( 68,409 ) ( 43,476 ) ( 67,824 ) ( 42,300 ) Amounts reclassified from Accumulated Other Comprehensive Income (Loss) ( 1,092 ) ( 2,190 ) — — ( 1,092 ) ( 2,190 ) Net current-period Other Comprehensive Income (Loss) ( 507 ) ( 1,014 ) ( 68,409 ) ( 43,476 ) ( 68,916 ) ( 44,490 ) Balance at September 30, 2021 $ ( 6,533 ) $ ( 6,533 ) $ ( 99,200 ) $ ( 99,200 ) $ ( 105,733 ) $ ( 105,733 ) 1) The amortization (gain) of defined benefit pension items is reported in the Interest income and miscellaneous expense line of our Consolidated Statements of Income. (2) 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 Table of Contents STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued) For the Three and Six Months Ended September 30, 2022 and 2021 (dollars in thousands, except as noted) 17. Goodwill Changes to the carrying amount of goodwill for the six months ended September 30, 2022 are as follows: Healthcare Segment Life Sciences Segment Applied Sterilization Technologies Segment Dental Segment Total Balance at March 31, 2022 $ 2,326,830 $ 179,288 $ 1,432,858 $ 465,367 $ 4,404,343 Goodwill acquired 1,286 — — — 1,286 Measurement period adjustments to acquired goodwill ( 21,624 ) 3,147 — 40,565 22,088 Impairment — — — ( 490,565 ) ( 490,565 ) Divestiture ( 2,358 ) — — — ( 2,358 ) Foreign currency translation adjustments ( 61,102 ) ( 2,449 ) ( 150,736 ) ( 15,367 ) ( 229,654 ) Balance at September 30, 2022 $ 2,243,032 $ 179,986 $ 1,282,122 $ — $ 3,705,140 We evaluate the recoverability of recorded goodwill annually at the reporting unit level during the third fiscal quarter, or when indicators of potential impairment exist. The Company's reporting units are equivalent to the reportable operating segments. In connection with the preparation of our quarterly consolidated financial statements, we considered the risk of impairment due to deteriorating macroeconomic conditions including rising interest rates and inflationary pressures on material and labor costs, as well as uncertainty regarding the impact such economic strains will have on patient and Customer behavior in the short-term. Our conclusion, based on the qualitative assessment of these factors, was that it was more likely than not that the goodwill allocated to the Dental segment as of September 30, 2022 was impaired. Our quantitative analysis to measure the extent of goodwill impairment compared the estimated fair value to the carrying value of the Dental segment. The fair value is estimated as the present value of future cash flows. Future cash flow projections are consistent with those used in our forecasting and strategic planning processes. The determination of the discount rate requires judgement and assumptions to be developed about the weighted average cost of capital that market participants would employ in evaluating the current fair value of the business. The macroeconomic factors that triggered the interim review are also the drivers of the increase in the weighted average cost of capital assumption. In connection with the preparation of our quarterly consolidated financial statements, we identified and recognized, as of September 30, 2022, that the estimated fair value of the Dental segment is below the carrying value resulting in a non-cash goodwill impairment charge of $ 490,565 . The impairment charge was recorded within “Goodwill impairment loss” in the Consolidated Statements of Income during the three-month period ended September 30, 2022. Our review as of September 30, 2022 did not indicate that impairment of goodwill was more likely than not for any of the remaining segments during the period. The annual goodwill impairment review will be conducted in the third quarter of fiscal 2023 as planned. 27 Table of Contents 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, 2022, the related consolidated statements of income, comprehensive income and shareholders’ equity for the three- and six-month periods ended September 30, 2022 and 2021 and the consolidated statement of cash flows for the six- month periods ended September 30, 2022 and 2021, 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, 2022, 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 31, 2022, 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, 2022, 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 9, 2022 28 Table of Contents