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Final Results

7th May 2015 07:00

RNS Number : 4218M
Steris Corporation
07 May 2015
 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN

WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

 

 

STERIS CORPORATION

NEWS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

 

PLEASE CLICK HERE TO ACCESS FINANCIAL TABLES ATTACHED TO PRESS RELEASEhttp://www.rns-pdf.londonstockexchange.com/rns/4218M_1-2015-5-6.pdf

STERIS CORPORATION ANNOUNCES FISCAL 2015 FOURTH QUARTER

AND FULL YEAR FINANCIAL RESULTS

· 8% revenue growth in the fourth quarter with growth in all three segments

· 14% revenue growth for the full year

· Full year reported EPS of $2.25

· Record full year adjusted EPS up 21% to $2.99

· Fiscal 2016 outlook calls for solid revenue and EPS growth

 

Mentor, Ohio (May 7, 2015) - STERIS Corporation (NYSE: STE) today announced financial results for its fiscal 2015 fourth quarter and full year ended March 31, 2015. Fiscal 2015 fourth quarter revenue increased 8% to $501.6 million compared with $465.3 million in the fourth quarter of fiscal 2014, driven by growth in all three segments. As reported, net income was $41.4 million, or $0.69 per diluted share, compared with net income of $38.9 million, or $0.65 per diluted share in the fourth quarter of fiscal 2014.

 

Adjusted Results

Adjusted net income for the fourth quarter of fiscal 2015 was $59.3 million, or $0.98 per diluted share, compared with adjusted net income for the previous year of $54.2 million, or $0.91 per diluted share.

 

"We are very pleased to complete another record year, with double-digit revenue growth and adjusted earnings growth in excess of twenty percent," said Walt Rosebrough, President and Chief Executive Officer of STERIS. "STERIS's people have successfully implemented the strategic initiatives put in place over the past several years, and it shows in our performance this year. As we look forward to fiscal 2016, we continue to be excited about the opportunities ahead of us, and anticipate another record year. We are also working diligently to close the acquisition of Synergy Health and remain excited about the combination of our two businesses."

 

Segment Results Healthcare revenue grew 9% in the quarter to $384.7 million compared with $352.0 million in the fourth quarter of fiscal 2014. Contributing to the quarter, service revenue increased 43% and consumable revenue grew 4%, which was offset by a 7% decline in capital equipment revenue compared with a record fourth quarter last fiscal year.

 

As reported, Healthcare operating income was $43.8 million compared with $37.6 million in last year's fourth quarter. Adjusted segment operating income was essentially flat at $62.3 million in the fourth quarter of fiscal 2015. Operating income was impacted by a mix shift towards lower margin instrument repair revenues and increased research and development expenses.

 

Life Sciences fourth quarter revenue grew 2% to $65.1 million compared with $63.7 million in the fourth quarter of fiscal 2014. Consumable revenue growth of 5% and service revenue growth of 4% were somewhat offset by a 2% decline in capital equipment revenue. Life Sciences operating income was $14.3 million compared with $11.4 million in the prior year's fourth quarter, driven by favorable product mix and diligent expense control.

 

Fiscal 2015 fourth quarter revenue for Isomedix Services increased 5% to $51.7 million compared with $49.4 million in the same period last year. Revenue benefited from increased volume from the segment's core medical device Customers. As reported, operating income was $12.4 million in the quarter compared with $12.7 million in the fourth quarter of last year. Adjusted segment operating income was $14.7 million in the fourth quarter of fiscal 2015 compared with $14.2 million in the fourth quarter of fiscal 2014, as the increase in volume was somewhat offset by higher quality and regulatory expenses.

 

Full Year Results

Fiscal 2015 full year revenue increased 14% to $1.85 billion compared with $1.62 billion in fiscal 2014. As reported, fiscal 2015 net income was $135.1 million or $2.25 per diluted share, compared with net income of $129.4 million or $2.17 per diluted share in fiscal 2014. Adjusted net income for fiscal 2015 increased 21% to $179.6 million or $2.99 per diluted share compared with $147.9 million or $2.48 per diluted share in fiscal 2014.

 

Cash Flow 

Net cash provided by operations for fiscal 2015 was $246.0 million, compared with $209.6 million in fiscal 2014. Free cash flow (see note 1) for fiscal 2015 was $161.6 million compared with $128.0 million in the prior year. The increase in free cash flow is primarily due to increased net income and improvements in working capital.

 

Dividend Announcement

The Company announced today that STERIS's Board of Directors has authorized a quarterly dividend of $0.23 per common share. The dividend is payable June 25, 2015 to shareholders of record at the close of business on June 3, 2015.

 

Outlook

The outlook provided below is for STERIS on a stand-alone basis. Based upon current trends, STERIS expects revenue growth in the range of 5-6% for fiscal 2016. Adjusted earnings per diluted share are anticipated to be in the range of $3.15 to $3.30 for the full fiscal year. The Company has assumed the average forward currency rates for the U.S. dollar and key international currencies as of March 31, 2015. The adjusted effective tax rate is anticipated to be approximately 35%.

 

Fiscal 2016 free cash flow (see note 1) is anticipated to be approximately $150.0 million. Capital expenditures are anticipated to be approximately $105.0 million, reflecting the impact of acquisitions, continued expansion within Isomedix, new product development and general maintenance and repair for existing facilities.

 

Outlook inclusive of the proposed Synergy Health acquisition will be provided after the close of the transaction.

 

Conference Call 

In conjunction with this release, STERIS Corporation management will host a conference call today at 10:00 a.m. Eastern time. The conference call can be heard live over the Internet at www.steris-ir.com or via phone by dialing 1-800-369-8428 in the United States and Canada, and 1-773-799-3378 internationally, then referencing the password "STERIS".

 

For those unable to listen to the conference call live, a replay will be available beginning at 12:00 p.m. Eastern time today, May 7, 2015, either over the Internet at www.steris-ir.com or via phone by calling 1-800-841-8570 in the United States and Canada, and 1-402-280-9932 internationally.

 

About STERIS 

The mission of STERIS Corporation is to help our Customers create a healthier and safer world by providing innovative healthcare and life science product and service solutions around the globe. The Company is listed on the New York Stock Exchange under the symbol STE. For more information, visit www.steris.com.

 

 (1) Free cash flow is a non-GAAP number used by the Company as a measure to gauge its ability to fund future debt principal repayments, growth outside of core operations, repurchase common shares, and pay cash dividends. Free cash flow is defined as cash flows from operating activities less purchases of property, plant, equipment and intangibles, net, plus proceeds from the sale of property, plant, equipment and intangibles. STERIS's calculation of free cash flow may vary from other companies.

 

U.K. Takeover Code Directors' Confirmation

Under Rule 28.1 of the U.K.'s City Code on Takeovers and Mergers (the "Takeover Code") which applies in light of our proposed acquisition of Synergy Health, ourdirectors must providea so-called "directors' confirmation" in respect of our net income forfiscal 2015 fourth quarter and our reported net income for the full year ended March 31, 2015 (the "Net Income Statements") and the outlook guidance (the "Outlook") contained in this announcement since they constitute unaudited profit estimates and a profit forecast respectively for the purposes of the Takeover Code. Accordingly, our directors confirm that:

1. the Net Income Statements and the Outlook have been properly compiled on the basis of the assumptions contained or referred in our quarterly report on Form 10-Q for the three months ended December 31, 2014 and, in the case of the Outlook, on the basis of the assumption contained in this announcement under the section captioned "Outlook"; and

2. the basis of accounting used for preparing NetIncome Statements and the Outlook is consistent with our accounting policies.

 

 

Enquiries:

STERIS

Investor Contact: Julie Winter, Director, Investor Relations Tel: +1 440 392 7245

Media Contact:

Stephen Norton, Senior Director, Corporate Communications Tel: +1 440 392 7482

Lazard & Co., Limited (Financial Adviser to STERIS and New STERIS)

Stephen Sands

Nicholas Shott Tel: +44 20 7187 2000

 

Al Garner Tel: +1 212 632 6000

Andrew Dickinson Tel: +1 415 623 5000

 

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to STERIS Corporation ("STERIS") and New STERIS Limited ("New STERIS") and no one else in connection with the proposed transaction, pursuant to which a wholly owned indirect subsidiary of New STERIS will merge with and into STERIS with STERIS surviving the Merger as an indirect wholly owned subsidiary of New STERIS and New STERIS will acquire all of the outstanding shares of Synergy Health plc ("Synergy") by means of a court-sanctioned scheme of arrangement under English law (the "Combination") and will not be responsible to anyone other than STERIS and New STERIS for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the Combination or any other matters referred to in this Announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this Announcement, any statement contained herein, the Combination or otherwise.

Disclosure requirements of the UK Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

No Offer or Solicitation

This press release and the referenced conference call are provided for informational purposes only and do not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this press release and the referenced conference call in any jurisdiction in contravention of applicable law.

Forward-Looking Statements

This press release and the referenced conference call may contain statements concerning certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to Synergy or STERIS or its industry, products or activities that are intended to qualify for the protections afforded "forward-looking statements" under the Private Securities Litigation Reform Act of 1995 and other laws and regulations. Forward-looking statements speak only as to the date of this press release and the referenced conference call and may be identified by the use of forward- looking terms such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "targets," "forecasts," "outlook," "impact," "potential," "confidence," "improve," "optimistic," "deliver," "comfortable," "trend", and "seeks," or the negative of such terms or other variations on such terms or comparable terminology. Many important factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation, disruption of production or supplies, changes in market conditions, political events, pending or future claims or litigation, competitive factors, technology advances, actions of regulatory agencies, and changes in laws, government regulations, labeling or product approvals or the application or interpretation thereof. Other risk factors are described herein and in STERIS and Synergy's other securities filings, including Item 1A of STERIS's Annual Report on Form 10-K for the year ended March 31, 2014 dated May 29, 2014 and in Synergy's annual report and accounts for the year ended 30 March 2014 (section headed "principal risks and uncertainties"). Many of these important factors are outside of STERIS's or Synergy's control. No assurances can be provided as to any result or the timing of any outcome regarding matters described in this press release, the referenced conference call or otherwise with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, consent decree, cost reductions, business strategies, earnings or revenue trends or future financial results. References to products and the consent decree are summaries only and should not be considered the specific terms of the decree or product clearance or literature. Unless legally required, STERIS and Synergy do not undertake to update or revise any forward-looking statements even if events make clear that any projected results, express or implied, will not be realized. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, (a) the receipt of approval of both STERIS's shareholders and Synergy's shareholders, (b) the regulatory approvals required for the transaction not being obtained on the terms expected or on the anticipated schedule, (c) the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction, (d) the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in connection with the transaction within the expected time-frames or at all and to successfully integrate Synergy's operations into those of STERIS, (e) the integration of Synergy's operations into those of STERIS being more difficult, time-consuming or costly than expected, (f) operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) being greater than expected following the transaction, (g) the retention of certain key employees of Synergy being difficult, (h) changes in tax laws or interpretations that could increase our consolidated tax liabilities, including, if the transaction is consummated, changes in tax laws that would result in New STERIS being treated as a domestic corporation for United States federal tax purposes, (i) the potential for increased pressure on pricing or costs that leads to erosion of profit margins, (j) the possibility that market demand will not develop for new technologies, products or applications or services, or business initiatives will take longer, cost more or produce lower benefits than anticipated, (k) the possibility that application of or compliance with laws, court rulings, certifications, regulations, regulatory actions, including without limitation those relating to FDA warning notices or letters, government investigations, the outcome of any pending FDA requests, inspections or submissions, or other requirements or standards may delay, limit or prevent new product introductions, affect the production and marketing of existing products or services or otherwise affect STERIS's or Synergy's performance, results, prospects or value, (l) the potential of international unrest, economic downturn or effects of currencies, tax assessments, adjustments or anticipated rates, raw material costs or availability, benefit or retirement plan costs, or other regulatory compliance costs, (m) the possibility of reduced demand, or reductions in the rate of growth in demand, for STERIS's or Synergy's products and services, (n) the possibility that anticipated growth, cost savings, new product acceptance, performance or approvals, or other results may not be achieved, or that transition, labor, competition, timing, execution, regulatory, governmental, or other issues or risks associated with STERIS and Synergy's businesses, industry or initiatives including, without limitation, the consent decree or those matters described in STERIS's Form 10-K for the year ended March 31, 2014 and other securities filings, may adversely impact STERIS's or Synergy's performance, results, prospects or value, (o) the possibility that anticipated financial results or benefits of recent acquisitions, or of STERIS's restructuring efforts will not be realized or will be other than anticipated, (p) the effects of the contractions in credit availability, as well as the ability of STERIS's and Synergy's customers and suppliers to adequately access the credit markets when needed, and (q) those risks described in STERIS's Annual Report on Form 10-K for the year ended March 31, 2014, and other securities filings.

Important Additional Information Regarding the Transaction Will Be Filed With the SEC

Following its conversion to a public limited company, it is expected that the shares of New STERIS to be issued to Synergy Shareholders in the English law scheme of arrangement transaction that forms a part of the transaction will be issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof.

In connection with the issuance of New STERIS shares to STERIS shareholders pursuant to the merger that forms a part of the transaction, New STERIS has filed with the SEC a Registration Statement on Form S-4, which was declared effective on February 6, 2014, that contains a proxy statement of STERIS as well as a prospectus of New STERIS relating to the merger that forms a part of the transaction, which we refer to together as the Proxy Statement/Prospectus.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. Those documents, as well as STERIS's and New STERIS's other public filings with the SEC may be obtained without charge at the SEC's website at www.sec.gov, at STERIS's website at www.steris-ir.com. Security holders and other interested parties may obtain, without charge, a copy of the Proxy Statement/Prospectus and other relevant documents (when available) by directing a request by mail or telephone [email protected] or (440) 392-7245. Security holders may also read and copy any reports, statements and other information filed with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for further information on its public reference room.

STERIS, its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the transactions contemplated by the Proxy Statement/Prospectus. Information about the directors and executive officers of STERIS is set forth in its Annual Report on Form 10-K for the year ended March 31, 2014, which was filed with the SEC on May 29, 2014, and its proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on June 9, 2014. Other information regarding potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Proxy Statement/Prospectus.

Synergy and New STERIS are each organized under the laws of England and Wales. Some of the officers and directors of Synergy and New STERIS are residents of countries other than the United States. As a result, it may not be possible to sue Synergy, New STERIS or such persons in a non-US court for violations of US securities laws. It may be difficult to compel Synergy, New STERIS and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court or for investors to enforce against them the judgments of US courts.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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