Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Entity Information [Line Items] | ||
Entity Registrant Name | STERIS plc | |
Entity Central Index Key | 0001757898 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --03-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 85,324,006 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity File Number | 001-38848 | |
Entity Incorporation, State or Country Code | L2 | |
Entity Tax Identification Number | 98-1455064 | |
Local Phone Number | 1 232 2000 | |
City Area Code | 353 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity Address, Address Line One | 70 Sir John Rogerson's Quay, | |
Entity Address, City or Town | Dublin 2, | |
Entity Address, Country | IE | |
Entity Address, Postal Zip Code | D02 R296 | |
Title of 12(b) Security | Ordinary Shares, $0.001 par value | |
Trading Symbol | STE | |
Security Exchange Name | NYSE | |
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS (un
CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 312,028 | $ 319,581 |
Accounts receivable (net of allowances of $10,276 and $12,051 respectively) | 503,724 | 586,481 |
Inventories, net | 278,593 | 248,259 |
Prepaid expenses and other current assets | 55,965 | 54,430 |
Total current assets | 1,150,310 | 1,208,751 |
Property, plant, and equipment, net | 1,176,066 | 1,111,855 |
Other assets | 55,172 | 51,581 |
Total assets | 5,492,567 | 5,425,582 |
Current liabilities: | ||
Accounts payable | 124,944 | 149,341 |
Accrued income taxes | 15,831 | 14,013 |
Accrued payroll and other related liabilities | 114,781 | 128,261 |
Accrued expenses and other | 158,891 | 192,183 |
Total current liabilities | 435,418 | 503,607 |
Long-term indebtedness | 1,020,554 | 1,150,521 |
Other Liabilities, Noncurrent | 85,076 | 90,346 |
Total liabilities | 1,830,112 | 2,018,858 |
Commitments and contingencies (see Note 8) | ||
Common shares, with $0.001 par value; 500,000 authorized; 85,251 shares issued; and 84,924 shares outstanding | 1,990,880 | 1,982,164 |
Retained earnings | 1,786,878 | 1,647,175 |
Accumulated other comprehensive income | (130,613) | (235,463) |
Total shareholders' equity | 3,647,145 | 3,393,876 |
Noncontrolling interest | 15,310 | 12,848 |
Total equity | 3,662,455 | 3,406,724 |
Total liabilities and equity | 5,492,567 | 5,425,582 |
Operating Lease, Right-of-Use Asset | 143,041 | 131,837 |
Goodwill | 2,417,956 | 2,356,085 |
Intangible Assets, Net (Excluding Goodwill) | 550,022 | 565,473 |
Capital Lease Obligations, Current | 20,971 | 19,809 |
Capital Lease Obligations, Noncurrent | $ 124,337 | $ 114,114 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (unaudited) Consolidated Balance Sheet (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 |
Capital Lease Obligations, Noncurrent | $ 124,337 | $ 114,114 |
Capital Lease Obligations, Current | 20,971 | 19,809 |
Operating Lease, Right-of-Use Asset | 143,041 | 131,837 |
Goodwill | 2,417,956 | 2,356,085 |
Allowance for Doubtful Accounts Receivable, Current | $ 10,276 | $ 12,051 |
Preferred Stock, Shares Authorized | 50,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 85,251,000 | 84,924,000 |
Common Stock, Shares, Outstanding | 85,251,000 | 84,924,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Intangible Assets, Net (Excluding Goodwill) | $ 550,022 | $ 565,473 |
Deferred Income Taxes and Other Tax Liabilities, Noncurrent | $ 164,727 | $ 160,270 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues: | ||||
Total revenues | $ 756,132 | $ 736,840 | $ 1,425,064 | $ 1,433,643 |
Cost of revenues: | ||||
Total cost of revenues | 426,095 | 418,173 | 809,459 | 809,133 |
Gross Profit | 330,037 | 318,667 | 615,605 | 624,510 |
Operating expenses: | ||||
Selling, general, and administrative | 172,707 | 175,959 | 327,877 | 354,740 |
Research and development | 16,143 | 16,249 | 32,374 | 31,834 |
Restructuring Costs | (76) | (274) | 90 | 1,115 |
Total operating expenses | 188,774 | 191,934 | 360,341 | 387,689 |
Income from operations | 141,263 | 126,733 | 255,264 | 236,821 |
Non-operating expenses, net: | ||||
Interest expense | 8,665 | 10,444 | 18,157 | 20,889 |
Interest income and miscellaneous expense | (1,188) | (1,018) | (3,477) | (785) |
Total non-operating expenses, net | 7,477 | 9,426 | 14,680 | 20,104 |
Income before income tax expense | 133,786 | 117,307 | 240,584 | 216,717 |
Income tax expense | 27,778 | 22,165 | 46,452 | 36,798 |
Net Income | 106,008 | 95,142 | 194,132 | 179,919 |
Less: Net Income Attributable to Noncontrolling Interest | 150 | 373 | 84 | 560 |
Net income (loss) attributable to shareholders | $ 105,858 | $ 94,769 | $ 194,048 | $ 179,359 |
Net income per common share [Abstract] | ||||
Basic | $ 1.24 | $ 1.12 | $ 2.28 | $ 2.12 |
Diluted | 1.23 | 1.11 | 2.26 | 2.09 |
Cash dividends declared per common share outstanding | $ 0.40 | $ 0.37 | $ 0.77 | $ 0.71 |
Product [Member] | ||||
Revenues: | ||||
Total revenues | $ 339,504 | $ 337,666 | $ 640,612 | $ 645,401 |
Cost of revenues: | ||||
Cost of Goods and Services Sold | 175,798 | 183,600 | 332,353 | 344,559 |
Service [Member] | ||||
Revenues: | ||||
Total revenues | 416,628 | 399,174 | 784,452 | 788,242 |
Cost of revenues: | ||||
Cost of Goods and Services Sold | $ 250,297 | $ 234,573 | $ 477,106 | $ 464,574 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net Income | $ 106,008 | $ 95,142 | $ 194,132 | $ 179,919 |
Less: Net Income Attributable to Noncontrolling Interest | 150 | 373 | 84 | 560 |
Net income (loss) attributable to shareholders | 105,858 | 94,769 | 194,048 | 179,359 |
Other comprehensive (loss) income | ||||
Amortization of pension and postretirement benefits plans costs, (net of taxes of $173,$171,$347 and $341, respectively) | (510) | (506) | (1,020) | (1,011) |
Change in cumulative foreign current translation adjustment | 78,251 | (68,367) | 105,870 | (64,928) |
Total other comprehensive (loss) income | 77,741 | (68,873) | 104,850 | (65,939) |
Comprehensive income | 183,599 | 25,896 | 298,898 | 113,420 |
Other comprehensive (loss) income (parenthetical) | ||||
Amortization of pension and postretirement benefits plans costs, tax | $ 173 | $ 171 | $ 347 | $ 341 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | ||
Net Income | $ 194,132 | $ 179,919 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation, depletion, and amortization | 103,372 | 96,736 | |
Deferred income taxes | 1,101 | (766) | |
Share-based compensation | 13,901 | 13,276 | |
(Gain) loss on the disposal of property, plant, and equipment, and intangibles, net | 178 | 45 | |
Loss on sale of businesses, net | [1] | 5 | 2,476 |
Other items | 5,460 | 939 | |
Changes in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable, net | 88,134 | 54,547 | |
Inventories, net | (25,266) | (26,328) | |
Other current assets | (355) | 2,885 | |
Accounts payable | (27,545) | (19,059) | |
Accruals and other, net | (57,044) | (44,670) | |
Net cash provided by operating activities | 296,073 | 260,000 | |
Investing activities: | |||
Purchases of property, plant, equipment, and intangibles, net | (110,746) | (98,168) | |
Proceeds from the sale of property, plant, equipment, and intangibles | 275 | 206 | |
Proceeds from Divestiture of Businesses, Net of Cash Divested | 0 | 439 | |
Acquisition of businesses, net of cash acquired | 0 | (87,935) | |
Payments for (Proceeds from) Other Investing Activities | (2,392) | 0 | |
Net cash used in investing activities | (112,863) | (185,458) | |
Financing activities: | |||
Payments on long-term obligations | (35,000) | 0 | |
Proceeds (Payments) under credit facilities, net | (107,162) | 13,240 | |
Deferred financing fees and debt issuance costs | 0 | (1,206) | |
Acquisition related deferred or contingent consideration | (42) | (452) | |
Repurchases of ordinary shares | (14,434) | (37,866) | |
Cash dividends paid to ordinary shareholders | (65,560) | (60,220) | |
Proceeds from issuance of equity to minority shareholders | 2,258 | 0 | |
Net cash used in financing activities | (199,319) | (63,529) | |
Effect of exchange rate changes on cash and cash equivalents | 8,556 | (6,110) | |
Cash and cash equivalents at beginning of period | 319,581 | 220,633 | |
Cash and cash equivalents at end of period | 312,028 | 225,536 | |
Proceeds from (Payments for) Other Financing Activities | 20,621 | 22,975 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | $ (7,553) | $ 4,903 | |
[1] | For more information regarding our recent acquisitions and divestitures refer to our Annual Report on Form 10-K for the year ended March 31, 2020, dated May 29, 2020. |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY Statement - USD ($) shares in Thousands, $ in Thousands | Total | Noncontrolling Interest [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Common Stock [Member] |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 3,185,798 | $ 7,988 | $ (159,778) | $ 1,339,024 | $ 1,998,564 |
Shares, Issued | 84,517 | ||||
Net Income (Loss) Attributable to Parent | 179,359 | 179,359 | |||
Net Income (Loss) Attributable to Noncontrolling Interest | 560 | 560 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 179,919 | ||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (65,939) | (65,939) | |||
Treasury Stock, Shares, Acquired | 279 | ||||
Payments for Repurchase of Common Stock | 37,866 | (14,562) | $ 52,428 | ||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 559 | ||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 35,524 | $ 35,524 | |||
Dividends, Common Stock, Cash | 60,220 | 60,220 | |||
Noncontrolling Interest, Change in Redemption Value | $ 429 | 429 | |||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.71 | ||||
Net Income (Loss) Attributable to Parent | $ 179,359 | 179,359 | |||
Net Income (Loss) Attributable to Noncontrolling Interest | 560 | 560 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 179,919 | ||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (65,939) | (65,939) | |||
Treasury Stock, Shares, Acquired | (279) | ||||
Payments for Repurchase of Common Stock | (37,866) | 14,562 | $ (52,428) | ||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 559 | ||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 35,524 | $ 35,524 | |||
Dividends, Common Stock, Cash | (60,220) | (60,220) | |||
Noncontrolling Interest, Change in Redemption Value | 429 | 429 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 3,245,002 | 8,102 | (156,844) | 1,397,390 | $ 1,996,354 |
Shares, Issued | 84,754 | ||||
Net Income (Loss) Attributable to Parent | 94,769 | 94,769 | |||
Net Income (Loss) Attributable to Noncontrolling Interest | 373 | 373 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 95,142 | ||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (68,873) | (68,873) | |||
Treasury Stock, Shares, Acquired | 152 | ||||
Payments for Repurchase of Common Stock | 22,981 | (11,963) | $ 34,944 | ||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 195 | ||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 20,250 | $ 20,250 | |||
Dividends, Common Stock, Cash | 31,397 | 31,397 | |||
Noncontrolling Interest, Change in Redemption Value | $ 502 | 502 | |||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.37 | ||||
Net Income (Loss) Attributable to Parent | $ 94,769 | 94,769 | |||
Net Income (Loss) Attributable to Noncontrolling Interest | 373 | 373 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 95,142 | ||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (68,873) | (68,873) | |||
Treasury Stock, Shares, Acquired | (152) | ||||
Payments for Repurchase of Common Stock | (22,981) | 11,963 | $ (34,944) | ||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 195 | ||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 20,250 | $ 20,250 | |||
Dividends, Common Stock, Cash | (31,397) | (31,397) | |||
Noncontrolling Interest, Change in Redemption Value | 502 | 502 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 3,237,645 | ||||
Stockholders' Equity Attributable to Parent | (225,717) | 1,472,725 | $ 1,981,660 | ||
Noncontrolling interest | 8,977 | ||||
Shares, Issued | 84,797 | ||||
Stockholders' Equity Attributable to Parent | (225,717) | 1,472,725 | $ 1,981,660 | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 8,977 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 3,406,724 | 12,848 | (235,463) | 1,647,175 | $ 1,982,164 |
Stockholders' Equity Attributable to Parent | 3,393,876 | ||||
Noncontrolling interest | 12,848 | ||||
Shares, Issued | 84,924 | ||||
Stockholders' Equity Attributable to Parent | 3,393,876 | ||||
Stockholders' Equity Attributable to Noncontrolling Interest | 12,848 | ||||
Net Income (Loss) Attributable to Parent | 194,048 | 194,048 | |||
Net Income (Loss) Attributable to Noncontrolling Interest | 84 | 84 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 194,132 | ||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 104,850 | 104,850 | |||
Treasury Stock, Shares, Acquired | 111 | ||||
Payments for Repurchase of Common Stock | 14,434 | (11,215) | $ 25,649 | ||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 438 | ||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 34,365 | $ 34,365 | |||
Dividends, Common Stock, Cash | 65,560 | 65,560 | |||
Noncontrolling Interest, Change in Redemption Value | 120 | 120 | |||
Contributions from noncontrolling interest | $ 2,258 | (2,258) | |||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.77 | ||||
Net Income (Loss) Attributable to Parent | $ 194,048 | 194,048 | |||
Net Income (Loss) Attributable to Noncontrolling Interest | 84 | 84 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 194,132 | ||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 104,850 | 104,850 | |||
Treasury Stock, Shares, Acquired | (111) | ||||
Payments for Repurchase of Common Stock | (14,434) | 11,215 | $ (25,649) | ||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 438 | ||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 34,365 | $ 34,365 | |||
Dividends, Common Stock, Cash | (65,560) | (65,560) | |||
Noncontrolling Interest, Change in Redemption Value | 120 | 120 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 3,489,713 | 15,049 | (208,354) | 1,699,971 | $ 1,983,047 |
Shares, Issued | 85,060 | ||||
Net Income (Loss) Attributable to Parent | 105,858 | 105,858 | |||
Net Income (Loss) Attributable to Noncontrolling Interest | 150 | 150 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 106,008 | ||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 77,741 | 77,741 | |||
Treasury Stock, Shares, Acquired | 13 | ||||
Payments for Repurchase of Common Stock | 138 | (15,138) | $ 15,276 | ||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 204 | ||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 23,109 | $ 23,109 | |||
Dividends, Common Stock, Cash | 34,089 | 34,089 | |||
Noncontrolling Interest, Change in Redemption Value | $ 111 | 111 | |||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.40 | ||||
Net Income (Loss) Attributable to Parent | $ 105,858 | 105,858 | |||
Net Income (Loss) Attributable to Noncontrolling Interest | 150 | 150 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 106,008 | ||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 77,741 | 77,741 | |||
Treasury Stock, Shares, Acquired | (13) | ||||
Payments for Repurchase of Common Stock | (138) | 15,138 | $ (15,276) | ||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 204 | ||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 23,109 | $ 23,109 | |||
Dividends, Common Stock, Cash | (34,089) | (34,089) | |||
Noncontrolling Interest, Change in Redemption Value | 111 | 111 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 3,662,455 | ||||
Stockholders' Equity Attributable to Parent | 3,647,145 | (130,613) | 1,786,878 | $ 1,990,880 | |
Noncontrolling interest | 15,310 | 15,310 | |||
Shares, Issued | 85,251 | ||||
Stockholders' Equity Attributable to Parent | 3,647,145 | $ (130,613) | $ 1,786,878 | $ 1,990,880 | |
Stockholders' Equity Attributable to Noncontrolling Interest | $ 15,310 | $ 15,310 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies(Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Notes To Financial Statements [Abstract] | |
Significant Accounting Policies | Nature of Operations and Summary of Significant Accounting Policies Nature of Operations STERIS plc is a leading provider of infection prevention and other procedural products and services. Our MISSION IS TO HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare and life science product and service solutions around the globe. We offer our Customers a unique mix of innovative consumable products, such as detergents, gastrointestinal ("GI") endoscopy accessories, barrier product solutions, and other products and services, including: equipment installation and maintenance, microbial reduction of medical devices, instrument and scope repair solutions, laboratory testing services, on-site and off-site reprocessing, and capital equipment products, such as sterilizers and surgical tables, and connectivity solutions such as operating room (“OR”) integration. Our fiscal year ends on March 31. References in this Quarterly Report to a particular “year” or “year-end” mean our fiscal year. The significant accounting policies applied in preparing the accompanying consolidated financial statements of the Company are summarized below: Interim Financial Statements We prepared the accompanying unaudited consolidated financial statements of the Company according to accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. This means that they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Our unaudited interim consolidated financial statements contain all material adjustments (including normal recurring accruals and adjustments) management believes are necessary to fairly state our financial condition, results of operations, and cash flows for the periods presented. These interim consolidated financial statements should be read together with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended March 31, 2020 dated May 29, 2020. The Consolidated Balance Sheet at March 31, 2020 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, 2020 are not necessarily indicative of results that may be expected for future quarters or for the full fiscal year ending March 31, 2021. Revenue Recognition and Associated Liabilities We adopted Accounting Standards Update ("ASU") 2014-09 “Revenue from Contracts with Customers” and the subsequently issued amendments on April 1, 2018. At the time of adoption, certain of our capital equipment contracts were comprised of a single integrated performance obligation, which resulted in the deferral of the corresponding capital equipment revenue and cost of revenues until installation was complete. Since the adoption of the standard, there have been changes made in our selling philosophy, product architecture, and manufacturing processes with respect to this product line, that impact whether the promises to transfer the individual goods or services to the Customer are separately identifiable from other promises in the contract. After review of these changes, we have concluded that these contracts consist of multiple performance obligations that are capable of being distinct and meet the criteria for revenue to be recognized when the Customer obtains control of the asset, which is upon delivery of each performance obligation. Revenues and costs of revenues related to these contracts totaling $14,609 and $7,560, respectively, that had previously been deferred were recognized in our fiscal 2021 first quarter. Revenue is recognized when obligations under the terms of the contract are satisfied and control of the promised products or services have transferred to the Customer. Revenues are measured at the amount of consideration that we expect to be paid in exchange for the products or services. Product revenue is recognized when control passes to the Customer, which is generally based on contract or shipping terms. Service revenue is recognized when the Customer benefits from the service, which occurs either upon completion of the service or as it is provided to the Customer. Our Customers include end users as well as dealers and distributors who market and sell our products. Our revenue is not contingent upon resale by the dealer or distributor, and we have no further obligations related to bringing about resale. Our standard return and restocking fee policies are applied to sales of products. Shipping and handling costs charged to Customers are included in Product revenues. The associated expenses are treated as fulfillment costs and are included in Cost of revenues. Revenues are reported net of sales and value-added taxes collected from Customers. We have individual Customer contracts that offer discounted pricing. Dealers and distributors may be offered sales incentives in the form of rebates. We reduce revenue for discounts and estimated returns, rebates, and other similar allowances in the same period the related revenues are recorded. The reduction in revenue for these items is estimated based on historical experience and trend analysis to the extent that it is probable that a significant reversal of revenue will not occur. Estimated returns are recorded gross on the Consolidated Balance Sheets. In transactions that contain multiple performance obligations, such as when products, maintenance services, and other services are combined, we recognize revenue as each product is delivered or service is provided to the Customer. We allocate the total arrangement consideration to each performance obligation based on its relative standalone selling price, which is the price for the product or service when it is sold separately. Payment terms vary by the type and location of the Customer and the products or services offered. Generally, the time between when revenue is recognized and when payment is due is not significant. We do not evaluate whether the selling price contains a financing component for contracts that have a duration of less than one year. We do not capitalize sales commissions as substantially all of our sales commission programs have an amortization period of one year or less. Certain costs to fulfill a contract are capitalized and amortized over the term of the contract if they are recoverable, directly related to a contract and generate resources that we will use to fulfill the contract in the future. At September 30, 2020, 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 consist of revenue generated from parts and labor associated with the maintenance, repair and installation of capital equipment. These contracts are primarily based on a Customer’s purchase order and may include a Distributor, Dealer, or 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. 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 2021, $36,768 of the March 31, 2020 deferred revenue balance was recorded as revenue. During the first six months of fiscal 2020, $42,923 of the March 31, 2019 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, 2020, the transaction price allocated to remaining performance obligations was approximately $971,000. We expect to recognize approximately 49% of the transaction price within one year and approximately 45% 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 2021 ASU 2016-13, "Measurement of Credit Losses on Financial Instruments" June 2016 The standard required a financial asset (or group of financial assets) measured at amortized cost to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. Credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. The standard was effective for annual periods beginning after December 15, 2019. First Quarter Fiscal 2021 We adopted this standard effective April 1, 2020 with no material impact to our consolidated financial statements. ASU 2018-13 "Fair Value Measurement (Topic 820) Disclosure Framework- Changes to Disclosure Requirements for Fair Value Measurement” August 2018 The standard modified the disclosure requirements by adding, removing, and modifying certain required disclosures for fair value measurements for assets and liabilities disclosed within the fair value hierarchy. The standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. First Quarter Fiscal 2021 We adopted this standard effective April 1, 2020 with no material impact on our consolidated financial statements as it modifies disclosure requirements only. ASU 2018-14 "Compensation- Retirement Benefits - Defined Benefit Plans- General Topic (715-20): Disclosure Framework- Changes to the Disclosure Requirements for Defined Benefit Plans" August 2018 The standard modified the disclosure requirements by adding, removing, and modifying certain required disclosures for employers that sponsor defined benefit pension or other post-retirement benefit plans. The standard also clarified disclosure requirements for defined benefit pension plans relating to the projected benefit obligation and accumulated benefit obligation. The standard was effective for fiscal years ending after December 15, 2019. First Quarter Fiscal 2021 We adopted this standard effective April 1, 2020 with no material impact on our consolidated financial statements as it modifies disclosure requirements only. ASU 2018-15 "Intangibles- Goodwill and Other- Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract" August 2018 The standard aligned the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or First Quarter Fiscal 2021 We adopted this standard on April 1, 2020 using the prospective method. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures. Standards that have not yet been adopted ASU 2019-12 "Income Taxes (Topic 740)" December 2019 The standard provides final guidance that simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The guidance simplifies accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years beginning after December 15, 2020 and early adoption is permitted. N/A We are in the process of evaluating the impact that the standard will have on our consolidated financial statements. |
Business Acquisitions and Dives
Business Acquisitions and Divestitures Business Acquisitions and Divestitures (Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Business Acquisitions and Divestitures [Abstract] | |
Business Combination Disclosure | Business Acquisitions and Divestitures During the first six months of fiscal 2020, we completed several tuck-in acquisitions which continued to expand our product and service offerings in the Healthcare and Applied Sterilization Technologies segments. The aggregate purchase price associated with these transactions was approximately $88,829, net of cash acquired and including deferred consideration of $894. Acquisition related costs are reported in the selling, general, and administrative expense line of the Consolidated Statements of Income and amounts are not material. The purchase price for the acquisitions was financed with both cash on hand and with credit facility borrowings. Purchase price allocations are finalized within a measurement period not to exceed one year from closing. Any provisional adjustments recorded were not material. |
Inventories, Net (Notes)
Inventories, Net (Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, Net We use the last-in, first-out (“LIFO”) and first-in, first-out (“FIFO”) cost methods to value inventory. Inventory valued using the LIFO cost method is stated at the lower of cost or market. Inventory valued using the FIFO cost method is stated at the lower of cost or net realizable value. An actual valuation of inventory under the LIFO method is made only at the end of the fiscal year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and are subject to the final fiscal year-end LIFO inventory valuation. Inventory costs include material, labor, and overhead. Inventories, net consisted of the following: September 30, March 31, Raw materials $ 101,608 $ 94,321 Work in process 40,617 35,643 Finished goods 172,483 151,381 LIFO reserve (18,752) (16,937) Reserve for excess and obsolete inventory (17,363) (16,149) Inventories, net $ 278,593 $ 248,259 |
Property, Plant and Equipment (
Property, Plant and Equipment (Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Information related to the major categories of our depreciable assets is as follows: September 30, March 31, Land and land improvements (1) $ 67,407 $ 65,994 Buildings and leasehold improvements 546,273 531,267 Machinery and equipment 722,017 682,488 Information systems 182,104 181,112 Radioisotope 547,395 508,593 Construction in progress (1) 196,016 159,731 Total property, plant, and equipment 2,261,212 2,129,185 Less: accumulated depreciation and depletion (1,085,146) (1,017,330) Property, plant, and equipment, net $ 1,176,066 $ 1,111,855 (1) Land is not depreciated. Construction in progress is not depreciated until placed in service. |
Debt (Notes)
Debt (Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Indebtedness was as follows: September 30, March 31, Credit Agreement $ 170,280 $ 275,449 Private Placement 853,310 878,409 Deferred financing costs (3,036) (3,337) Total long term debt $ 1,020,554 $ 1,150,521 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, 2020 dated May 29, 2020. |
Additional Consolidated Balance
Additional Consolidated Balance Sheets Information (Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Notes To Financial Statements [Abstract] | |
Additional Consolidated Balance Sheets Information | Additional Consolidated Balance Sheet Information Additional information related to our Consolidated Balance Sheets is as follows: September 30, March 31, Accrued payroll and other related liabilities: Compensation and related items $ 50,424 $ 42,205 Accrued vacation/paid time off 14,227 9,917 Accrued bonuses 34,307 53,041 Accrued employee commissions 12,012 19,298 Other postretirement benefit obligations-current portion 1,488 1,488 Other employee benefit plans obligations-current portion 2,323 2,312 Total accrued payroll and other related liabilities $ 114,781 $ 128,261 Accrued expenses and other: Deferred revenues $ 35,035 $ 53,299 Service liabilities 39,840 47,505 Self-insured risk reserves-current portion 7,773 7,342 Accrued dealer commissions 20,913 15,827 Accrued warranty 6,951 7,381 Asset retirement obligation-current portion 1,184 2,671 Other 47,195 58,158 Total accrued expenses and other $ 158,891 $ 192,183 Other liabilities: Self-insured risk reserves-long-term portion $ 17,452 $ 17,452 Other postretirement benefit obligations-long-term portion 8,861 9,880 Defined benefit pension plans obligations-long-term portion 10,760 10,987 Other employee benefit plans obligations-long-term portion 2,266 2,333 Accrued long-term income taxes 10,841 11,959 Asset retirement obligation-long-term portion 11,560 9,843 Other 23,336 27,892 Total other liabilities $ 85,076 $ 90,346 |
Income Tax Expense (Notes)
Income Tax Expense (Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense | Income Tax Expense The Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 22, 2017. The TCJA reduced the U.S. federal corporate income tax rate to 21.0%, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and created new taxes on certain foreign sourced earnings. The Company applied the guidance in Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cut and Jobs Act when accounting for the enactment-date effects of the TCJA. We consider the tax expense recorded for the TCJA to be complete at this time. However, it is possible that additional legislation, regulations and/or guidance may be issued in the future that may result in additional adjustments to the tax expense recorded related to the TCJA. We will continue to monitor and assess the impact of any new developments. The effective income tax rates for the three month periods ended September 30, 2020 and 2019 were 20.8% and 18.9%, respectively. The effective income tax rates for the six month periods ended September 30, 2020 and 2019 were 19.3% and 17.0%, respectively. The fiscal 2021 effective tax rate increased when compared to fiscal 2020 primarily due to an increased percentage of profits earned and taxed in jurisdictions with a higher tax rate. Income tax expense is provided on an interim basis based upon our estimate of the annual effective income tax rate, adjusted each quarter for discrete items. In determining the estimated annual effective income tax rate, we analyze various factors, including projections of our annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, our ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives. We operate in numerous taxing jurisdictions and are subject to regular examinations by various United States federal, state and local, as well as foreign jurisdictions. We are no longer subject to United States federal examinations for years before fiscal 2016 and, with limited exceptions, we are no longer subject to United States state and local, or non-United States, income tax examinations by tax authorities for years before fiscal 2015. We remain subject to tax authority audits in various jurisdictions wherever we do business. In May 2019, we received two notices of proposed tax adjustment from the U.S. Internal Revenue Service (the “IRS”) regarding the deductibility of interest paid on certain intercompany debt. The notices relate to fiscal years 2016 and 2017. In September 2019, we received another notice of proposed adjustment for the same issue, for the 2018 fiscal year. The IRS adjustments would result in a cumulative tax liability of approximately $40,000. Notices have not been received for subsequent periods. We are contesting the IRS’s assertions, and are scheduled for an initial appeals proceeding later in the 2021 fiscal year. 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. |
Contingencies (Notes)
Contingencies (Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Commitments and Contingencies We are, and will likely continue to be, involved in a number of legal proceedings, government investigations, and claims, which we believe generally arise in the course of our business, given our size, history, complexity, and the nature of our business, products, Customers, regulatory environment, and industries in which we participate. These legal proceedings, investigations and claims generally involve a variety of legal theories and allegations, including, without limitation, personal injury (e.g., slip and falls, burns, vehicle accidents), product liability or regulation (e.g., based on product operation or claimed malfunction, failure to warn, failure to meet specification, or failure to comply with regulatory requirements), product exposure (e.g., claimed exposure to chemicals, asbestos, contaminants, radiation), property damage (e.g., claimed damage due to leaking equipment, fire, vehicles, chemicals), commercial claims (e.g., breach of contract, economic loss, warranty, misrepresentation), financial (e.g., taxes, reporting), employment (e.g., wrongful termination, discrimination, benefits matters), and other claims for damage and relief. We believe we have adequately reserved for our current litigation and claims that are probable and estimable, and further believe that the ultimate outcome of these pending lawsuits and claims will not have a material adverse effect on our consolidated financial position or results of operations taken as a whole. Due to their inherent uncertainty, however, there can be no assurance of the ultimate outcome or effect of current or future litigation, investigations, claims or other proceedings (including without limitation the matters discussed below). For certain types of claims, we presently maintain insurance coverage for personal injury and property damage and other liability coverages in amounts and with deductibles that we believe are prudent, but there can be no assurance that these coverages will be applicable or adequate to cover adverse outcomes of claims or legal proceedings against us. 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, 2020 dated May 29, 2020: Item 1 titled “Business - Information with respect to our Business in General - Government Regulation”, and the “Risk Factors” in Item 1A titled "Product related regulations and claims". From time to time, STERIS is also involved in legal proceedings as a plaintiff involving contract, patent protection, and other claims asserted by us. Gains, if any, from these proceedings are recognized when they are realized. We are subject to taxation from United States federal, state and local, and non-U.S. jurisdictions. Tax positions are settled primarily through the completion of audits within each individual jurisdiction or the closing of statutes of limitation. Changes in applicable tax law or other events may also require us to revise past estimates. We describe income taxes further in Note 7 to our consolidated financial statements titled, “Income Tax Expense” in this Quarterly Report on Form 10-Q. |
Business Segment Information (N
Business Segment Information (Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information We operate and report our financial information in three reportable business segments: Healthcare, Applied Sterilization Technologies and Life Sciences. Non-allocated operating costs that support the entire Company and items not indicative of operating trends are excluded from segment operating income. Prior to April 1, 2020, we operated and reported our financial information in four reportable business segments: Healthcare Products, Healthcare Specialty Services, Life Sciences, and Applied Sterilization Technologies. The Healthcare Products and Healthcare Specialty Services segments were combined and are now reported as one segment, simply called Healthcare, consistent with the way management now operates and views the business. Prior periods have been recast in the financial tables below for comparability. Our Healthcare segment offers infection prevention and procedural solutions for healthcare providers worldwide, including consumable products, equipment maintenance and installation services, and capital equipment. The segment also provides a range of specialty services for healthcare providers including hospital sterilization services and instrument and scope repairs. Our Applied Sterilization Technologies ("AST") segment provides contract sterilization and testing services for medical device and pharmaceutical manufacturers. Our Life Sciences segment designs, manufactures and sells consumable products, equipment maintenance, specialty services and capital equipment primarily to pharmaceutical manufacturers around the world. We disclose a measure of segment income that is consistent with the way management operates and views the business. The accounting policies for reportable segments are the same as those for the consolidated Company. For the three and six months ended September 30, 2020, revenues from a single Customer did not represent ten percent or more of any reportable segment’s revenues. Additional information regarding our segments is included in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2020, dated May 29, 2020. Financial information for each of our segments is presented in the following table: Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Revenues: Healthcare $ 470,927 $ 485,283 $ 870,585 $ 931,015 Applied Sterilization Technologies 169,547 152,907 321,909 307,193 Life Sciences 115,658 98,650 232,570 195,435 Total revenues $ 756,132 $ 736,840 $ 1,425,064 $ 1,433,643 Operating income (loss): Healthcare $ 104,796 $ 103,035 $ 187,153 $ 193,550 Applied Sterilization Technologies 76,835 65,386 140,790 133,421 Life Sciences 46,433 32,315 94,894 65,354 Corporate (58,155) (50,956) (110,522) (106,353) Total operating income before adjustments $ 169,909 $ 149,780 $ 312,315 $ 285,972 Less: Adjustments Amortization of acquired intangible assets (1) $ 21,955 $ 18,952 $ 39,455 $ 35,901 Acquisition and integration related charges (2) 1,135 1,947 2,421 3,864 Redomiciliation and tax restructuring costs (3) 384 1,016 554 2,786 Net (gain) loss on divestiture of businesses (1) (5) 50 5 2,476 Amortization of property "step up" to fair value (1) 714 446 1,317 1,181 COVID-19 incremental costs (4) 4,539 — 13,209 — Restructuring charges (5) (76) 636 90 2,943 Total operating income $ 141,263 $ 126,733 $ 255,264 $ 236,821 (1) For more information regarding our recent acquisitions and divestitures refer to our Annual Report on Form 10-K for the year ended March 31, 2020, dated May 29, 2020. (2) Acquisition and integration related charges include transaction costs and integration expenses associated with acquisitions. (3) Costs incurred in connection with the Redomiciliation. (4) COVID-19 incremental costs includes the additional costs attributable to COVID-19 such as enhanced cleaning protocols, personal protective equipment for our employees, event cancellation fees, and payroll costs associated with our response to COVID-19, net of any government subsidies available. (5) For more information regarding our restructuring efforts refer to Note 2 titled, "Restructuring". Additional information regarding our fiscal 2021 and fiscal 2020 revenue is disclosed in the following tables: Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Healthcare: Capital equipment $ 131,673 $ 152,631 $ 259,755 273,486 Consumables 122,797 116,033 206,551 232,115 Service 216,457 216,619 404,279 425,414 Total Healthcare Revenues $ 470,927 $ 485,283 $ 870,585 $ 931,015 Applied Sterilization Technologies Service Revenues $ 169,547 $ 152,907 $ 321,909 $ 307,193 Life Sciences: Capital equipment $ 29,241 $ 26,462 $ 59,671 $ 53,231 Consumables 55,793 42,540 114,635 86,569 Service 30,624 29,648 58,264 55,635 Total Life Sciences Revenues $ 115,658 $ 98,650 $ 232,570 $ 195,435 Total Revenues $ 756,132 $ 736,840 $ 1,425,064 $ 1,433,643 Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Revenues: Ireland $ 17,090 $ 15,171 $ 31,463 $ 30,279 United States 549,449 538,101 1,041,157 1,049,253 Other locations 189,593 183,568 352,444 354,111 Total Revenues $ 756,132 $ 736,840 $ 1,425,064 $ 1,433,643 Assets include the current and long-lived assets directly attributable to the segment based on the management of the location or on utilization. Certain corporate assets were allocated to the reportable segments based on revenues. Assets attributed to sales and distribution locations are only allocated to the Healthcare and Life Sciences segments. Individual facilities, equipment, and intellectual properties are utilized for production by both the Healthcare and Life Sciences segments at varying levels over time. As a result, an allocation of total assets, capital expenditures, and depreciation and amortization is not meaningful to the individual performance of the Healthcare and Life Sciences segments. Therefore, their respective amounts are reported together. September 30, 2020 March 31, 2020 Assets: Healthcare and Life Sciences $ 2,642,515 $ 2,705,377 Applied Sterilization Technologies 2,850,052 2,720,205 Total assets $ 5,492,567 $ 5,425,582 |
Shares and Preferred Shares (No
Shares and Preferred Shares (Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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): 2020 2019 2020 2019 Weighted average shares outstanding—basic 85,170 84,795 85,065 84,716 Dilutive effect of share equivalents 674 900 695 914 Weighted average shares outstanding and share equivalents—diluted 85,844 85,695 85,760 85,630 Options to purchase the following number of shares were outstanding but excluded from the computation of diluted earnings per share because the combined exercise prices, unamortized fair values, and assumed tax benefits upon exercise were greater than the average market price for the shares during the periods, so including these options would be anti-dilutive: Three Months Ended September 30, Six Months Ended September 30, (shares in thousands) 2020 2019 2020 2019 Number of share options 503 341 416 231 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. |
Equity
Equity | 6 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Treasury Stock | 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, 2020, there was approximately $333,932 (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. From the start of fiscal 2021 through April 9, 2020, we repurchased 35,000 of our ordinary shares for the aggregate amount of $5,047 (net of fees and commissions) pursuant to the authorizations. During the first six months of fiscal 2020, we repurchased 205,059 of our ordinary shares for the aggregate amount of $30,000 (net of fees and commissions) pursuant to the authorizations. |
Share-Based Compensation (Notes
Share-Based Compensation (Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation We maintain a long-term incentive 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, 2020, 3,568,985 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. The following weighted-average assumptions were used for options granted during the first six months of fiscal 2021 and 2020: Fiscal 2021 Fiscal 2020 Risk-free interest rate 0.46 % 2.26 % Expected life of options 6.0 years 6.2 years Expected dividend yield of stock 0.96 % 1.22 % Expected volatility of stock 23.04 % 20.27 % 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 2.78% and 2.77% was applied in fiscal 2021 and 2020, 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 Weighted Average Aggregate Outstanding at March 31, 2020 1,796,126 $ 91.29 Granted 288,936 181.33 Exercised (292,199) 71.96 Forfeited (32,002) 121.80 Outstanding at September 30, 2020 1,760,861 $ 108.72 7.0 years $ 120,484 Exercisable at September 30, 2020 988,477 $ 80.98 5.7 years $ 94,113 We estimate that 749,747 of the non-vested stock options outstanding at September 30, 2020 will ultimately vest. The aggregate intrinsic value in the table above represents the total pre-tax difference between the $176.19 closing price of our ordinary shares on September 30, 2020 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 2021 and fiscal 2020 was $25,244 and $35,886, respectively. Net cash proceeds from the exercise of stock options were $20,600 and $22,371 for the first six months of fiscal 2021 and fiscal 2020, respectively. The weighted average grant date fair value of stock option grants was $27.66 and $23.52 for the first six months of fiscal 2021 and fiscal 2020, respectively. Stock appreciation rights (“SARS”) carry generally the same terms and vesting requirements as stock options except that they are settled in cash upon exercise and therefore, are classified as liabilities. The fair value of the outstanding SARS as of September 30, 2020 and 2019 was $448 and $587, respectively. A summary of the non-vested restricted share and share unit activity is presented below: Number of Number of Restricted Share Units Weighted-Average Non-vested at March 31, 2020 575,830 30,894 $ 98.07 Granted 137,385 14,124 164.45 Vested (156,390) (16,150) 84.64 Forfeited (15,430) — 102.07 Non-vested at September 30, 2020 541,395 28,868 $ 119.72 Restricted shares granted are valued based on the closing stock price at the grant date. The value of restricted shares and units that vested during the first six months of fiscal 2021 at the time of grant was $14,604. As of September 30, 2020, there was a total of $57,787 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. |
Financial and Other Guarantees(
Financial and Other Guarantees(Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Product Warranties Disclosures [Abstract] | |
Product Warranty Disclosure | 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 2021 were as follows: Warranties Balance, March 31, 2020 $ 7,381 Warranties issued during the period 4,866 Settlements made during the period (5,296) Balance, September 30, 2020 $ 6,951 |
Deritvatives and Hedging (Notes
Deritvatives and Hedging (Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure | Derivatives and HedgingFrom 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 2021, 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 2021. 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, 2020, we held foreign currency forward contracts to buy 69.9 million Mexican pesos and 4.5 million Canadian dollars; and to sell 8.0 million euros. At September 30, 2020 we held commodity swap contracts to buy 357.6 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, 2020 March 31, 2020 September 30, 2020 March 31, 2020 Prepaid & Other $ 538 $ 124 $ — $ — Accrued expenses and other $ — $ — $ 609 $ 912 The following table presents the impact of derivative instruments and their location within the Consolidated Statements of Income: Location of gain (loss) Amount of gain (loss) recognized in income Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Foreign currency forward contracts Selling, general and administrative $ (223) $ 299 $ (80) $ 705 Commodity swap contracts Cost of revenues $ 386 $ 796 $ 751 $ 669 Additionally, we hold our debt in multiple currencies to fund our operations and investments in certain subsidiaries. We designate portions of foreign currency denominated intercompany loans as hedges of portions of net investments in foreign operations. Net debt designated as non-derivative net investment hedging instruments totaled $48,753 at September 30, 2020. These hedges are designed to be fully effective and any associated gain or loss is recognized in Accumulated Other Comprehensive Income and will be reclassified to income in the same period when a gain or loss related to the net investment in the foreign operation is included in income. |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | . 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, 2020 and March 31, 2020: Fair Value Measurements Carrying Value Quoted Prices Significant Other Significant 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 $ 312,028 $ 319,581 $ 312,028 $ 319,581 $ — $ — $ — $ — Forward and swap contracts (1) 538 124 — — 538 124 — — Equity investments (2) 9,868 9,624 9,868 9,624 — — — — Other investments 2,654 2,507 2,654 2,507 — — — — Liabilities: Forward and swap contracts (1) $ 609 $ 912 $ — $ — $ 609 $ 912 $ — $ — Deferred compensation plans (2) 1,662 1,475 1,662 1,475 — — — — Long term debt (3) 1,020,554 1,150,521 — — 1,081,626 1,143,978 — — Contingent consideration obligations (4) 16,364 15,988 — — — — 16,364 15,988 (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 2021, we recorded losses of $384 and $74, respectively, related to these investments. During the second quarter and first half of fiscal 2020, we recorded losses of $721 and $2,479, respectively, related to these investments. (3) We estimate the fair value of our long-term debt using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. (4) Contingent consideration obligations arise from business acquisitions. The fair values are based on discounted cash flow analyses reflecting the possible achievement of specified performance measures or events and captures the contractual nature of the contingencies, commercial risk, and the time value of money. Contingent consideration obligations are classified in the consolidated balance sheets as accrued expense (short-term) and other liabilities (long-term), as appropriate based on the contractual payment dates. The changes in Level 3 assets and liabilities measured at fair value on a recurring basis at September 30, 2020 are summarized as follows: Contingent Consideration Balance at March 31, 2020 $ 15,988 Additions 538 Payments (42) Currency translation adjustments (120) Balance at September 30, 2020 $ 16,364 |
Reclassifications out of Accumu
Reclassifications out of Accumulated Other Comprehensive Income Reclassification out of Accumulated Other Comprehensive Income (Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Reclassifications out of AOCI [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | 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 months ended September 30, 2020 and 2019 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 $ (7,323) $ (6,813) $ (201,031) $ (228,650) $ (208,354) $ (235,463) Other Comprehensive Income before reclassifications 324 648 78,251 105,870 78,575 106,518 Amounts reclassified from Accumulated Other Comprehensive (Loss) (834) (1,668) — — (834) (1,668) Net current-period Other Comprehensive (Loss) Income (510) (1,020) 78,251 105,870 77,741 104,850 Balance at September 30, 2020 $ (7,833) $ (7,833) $ (122,780) $ (122,780) $ (130,613) $ (130,613) (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 $ (4,709) $ (4,204) $ (152,135) $ (155,574) $ (156,844) $ (159,778) Other Comprehensive Income (Loss) before reclassifications 189 379 (68,367) (64,928) (68,178) (64,549) Amounts reclassified from Accumulated Other Comprehensive (Loss) (695) (1,390) — — (695) (1,390) Net current-period Other Comprehensive (Loss) (506) (1,011) (68,367) (64,928) (68,873) (65,939) Balance at September 30, 2019 $ (5,215) $ (5,215) $ (220,502) $ (220,502) $ (225,717) $ (225,717) 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. |
Loans Receivable (Notes)
Loans Receivable (Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Loans Receivable In connection with an equity investment of $4,955, we agreed to provide a credit facility of up to approximately $11,000 for a term of up to seven years ending in 2025. The loan carries an interest rate of 4% compounded daily and payable annually. Outstanding borrowings under the agreement totaled $9,864 at September 30, 2020 and $7,084 at March 31, 2020. In connection with the fiscal 2017 divestiture of Synergy Health Netherlands Linen Management Services, we entered into a loan agreement to provide financing of up to €15,000 for a term of up to 15 years. The loan carried an interest rate of 4% for the first four years and 12% thereafter. The loan was renegotiated during the third quarter of fiscal 2020. According to the new terms of the loan agreement, the outstanding balance at October 31, 2019, of €7,300, will be repaid in six equal annual installments beginning on October 18, 2022. The loan carries an interest rate of 4% for the first four years and 8% thereafter. Outstanding borrowings under the agreement totaled $8,545 (or €7,300) at September 30, 2020 and $8,072 (or €7,300) at March 31, 2020. Amounts for loan receivables as noted above are recorded in the "Other assets" line of our Consolidated balance sheets. Interest income is not material. |
Restructuring (Notes)
Restructuring (Notes) | 6 Months Ended |
Sep. 30, 2020 | |
Restructuring [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | Restructuring Fiscal 2019 Restructuring Plan. During the third quarter of fiscal 2019, we adopted and announced a targeted restructuring plan (the "Fiscal 2019 Restructuring Plan"), which included the closure of two manufacturing facilities, one in Brazil and one in England, as well as other actions including the rationalization of certain products. Fewer than 200 positions were eliminated. The Company relocated the production of certain impacted products to other existing manufacturing operations during fiscal 2020. These restructuring actions were designed to enhance profitability and improve efficiency. Since inception of the Fiscal 2019 Restructuring Plan we have incurred pre-tax expenses totaling $43,941 related to these restructuring actions, of which $31,750 was recorded as restructuring expenses and $12,191 was recorded in cost of revenues, with a total of $34,116, $7,474 and $668 related to the Healthcare, Applied Sterilization Technologies and Life Sciences segments, respectively. Corporate related restructuring charges were $1,683. Additional restructuring expenses related to this plan are not expected to be material to our results of operations. Liabilities related to restructuring activities are recorded as current liabilities on the accompanying Consolidated Balance Sheets within “Accrued payroll and other related liabilities” and “Accrued expenses and other.” The remaining liability balances at September 30, 2020 and March 31, 2020 are not material. |
Unusual or Infrequently Occurri
Unusual or Infrequently Occurring Items | 6 Months Ended |
Sep. 30, 2020 | |
Unusual or Infrequent Items, or Both [Abstract] | |
COVID-19 Pandemic | COVID-19 Pandemic The COVID-19 pandemic began to impact our business late in fiscal 2020. The pandemic and related public health recommendations and mandated precautions to mitigate the spread of COVID-19, including deferral of medical procedures and treatments and shelter-in-place orders or similar measures, have negatively affected and are expected to continue to negatively affect some of our operations, which may impact our financial position and cash flows. We have experienced and expect to continue to experience unpredictable fluctuations in demand for certain of our products and services, including some products and services that are experiencing increased demand. To date, we do not believe that the COVID-19 pandemic has had a significant impact on our operations, as we have been able to continue to operate our manufacturing facilities and meet the demand for essential products and services of our Customers. In response to the pandemic, we have implemented several measures that we believe will help us to protect the health and safety of our employees, preserve liquidity and enhance our financial flexibility. For our employees, we allowed employees to work remotely when possible and have implemented additional safety measures in compliance with applicable regulations to allow personnel to continue to work in our facilities. We suspended all non-essential travel and enacted a temporary hiring freeze on certain positions. To manage liquidity, we have suspended our stock repurchase program and deferred certain planned capital expenditures; however, we have continued to invest in expansion projects as planned. We do not believe that these actions will negatively impact our long-term ability to generate revenues or meet existing and future financial obligations. While we have been impacted and expect this situation to continue to have an impact on our business, the full impact to our results of operations and financial position cannot be reasonably estimated at this time. For additional information and our risk factors related to the COVID-19 pandemic, please refer to our Annual Report on Form 10-K for the year ended March 31, 2020 dated May 29, 2020. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 2, 2020, we entered into a purchase agreement to acquire all of the outstanding units and equity of Key Surgical, LLC ("Key Surgical"). Key Surgical is a portfolio company of Water Street Healthcare Partners, LLC and is a global provider of sterile processing, operating room and endoscopy consumable products serving hospitals and surgical facilities. Key Surgical is expected to be integrated into our Healthcare segment. We anticipate that the acquisition will be completed before December 31, 2020. The purchase price is $850,000 in cash, or approximately $810,000 net of tax benefits, and is subject to customary adjustments. We are not assumi ng any pre-existing debt, and intend to fund the purchase through a combination of debt and cash on hand. On October 2, 2020, we entered into a financing commitment with several lenders providing for the establishment of a new senior unsecured three year term loan credit facility to be effective upon closing of the acquisition in the amount of $550,000 to partially fund the acquisition. As a result of limited access to the information required to prepare the initial accounting, we are unable to provide the amounts that will be recognized at the acquisition date for the major classes of assets acquired and liabilities assumed, pre-existing contingencies, goodwill or other intangible assets at the time of this Form 10-Q filing. |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | 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 | 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, 2020 are not necessarily indicative of results that may be expected for future quarters or for the full fiscal year ending March 31, 2021. |
Revenue | Revenue Recognition and Associated Liabilities We adopted Accounting Standards Update ("ASU") 2014-09 “Revenue from Contracts with Customers” and the subsequently issued amendments on April 1, 2018. At the time of adoption, certain of our capital equipment contracts were comprised of a single integrated performance obligation, which resulted in the deferral of the corresponding capital equipment revenue and cost of revenues until installation was complete. Since the adoption of the standard, there have been changes made in our selling philosophy, product architecture, and manufacturing processes with respect to this product line, that impact whether the promises to transfer the individual goods or services to the Customer are separately identifiable from other promises in the contract. After review of these changes, we have concluded that these contracts consist of multiple performance obligations that are capable of being distinct and meet the criteria for revenue to be recognized when the Customer obtains control of the asset, which is upon delivery of each performance obligation. Revenues and costs of revenues related to these contracts totaling $14,609 and $7,560, respectively, that had previously been deferred were recognized in our fiscal 2021 first quarter. Revenue is recognized when obligations under the terms of the contract are satisfied and control of the promised products or services have transferred to the Customer. Revenues are measured at the amount of consideration that we expect to be paid in exchange for the products or services. Product revenue is recognized when control passes to the Customer, which is generally based on contract or shipping terms. Service revenue is recognized when the Customer benefits from the service, which occurs either upon completion of the service or as it is provided to the Customer. Our Customers include end users as well as dealers and distributors who market and sell our products. Our revenue is not contingent upon resale by the dealer or distributor, and we have no further obligations related to bringing about resale. Our standard return and restocking fee policies are applied to sales of products. Shipping and handling costs charged to Customers are included in Product revenues. The associated expenses are treated as fulfillment costs and are included in Cost of revenues. Revenues are reported net of sales and value-added taxes collected from Customers. We have individual Customer contracts that offer discounted pricing. Dealers and distributors may be offered sales incentives in the form of rebates. We reduce revenue for discounts and estimated returns, rebates, and other similar allowances in the same period the related revenues are recorded. The reduction in revenue for these items is estimated based on historical experience and trend analysis to the extent that it is probable that a significant reversal of revenue will not occur. Estimated returns are recorded gross on the Consolidated Balance Sheets. In transactions that contain multiple performance obligations, such as when products, maintenance services, and other services are combined, we recognize revenue as each product is delivered or service is provided to the Customer. We allocate the total arrangement consideration to each performance obligation based on its relative standalone selling price, which is the price for the product or service when it is sold separately. Payment terms vary by the type and location of the Customer and the products or services offered. Generally, the time between when revenue is recognized and when payment is due is not significant. We do not evaluate whether the selling price contains a financing component for contracts that have a duration of less than one year. We do not capitalize sales commissions as substantially all of our sales commission programs have an amortization period of one year or less. Certain costs to fulfill a contract are capitalized and amortized over the term of the contract if they are recoverable, directly related to a contract and generate resources that we will use to fulfill the contract in the future. At September 30, 2020, 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 consist of revenue generated from parts and labor associated with the maintenance, repair and installation of capital equipment. These contracts are primarily based on a Customer’s purchase order and may include a Distributor, Dealer, or 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. 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 2021, $36,768 of the March 31, 2020 deferred revenue balance was recorded as revenue. During the first six months of fiscal 2020, $42,923 of the March 31, 2019 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 |
Accounting Policies (Tables)
Accounting Policies (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncement, Early Adoption | 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 2021 ASU 2016-13, "Measurement of Credit Losses on Financial Instruments" June 2016 The standard required a financial asset (or group of financial assets) measured at amortized cost to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. Credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. The standard was effective for annual periods beginning after December 15, 2019. First Quarter Fiscal 2021 We adopted this standard effective April 1, 2020 with no material impact to our consolidated financial statements. ASU 2018-13 "Fair Value Measurement (Topic 820) Disclosure Framework- Changes to Disclosure Requirements for Fair Value Measurement” August 2018 The standard modified the disclosure requirements by adding, removing, and modifying certain required disclosures for fair value measurements for assets and liabilities disclosed within the fair value hierarchy. The standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. First Quarter Fiscal 2021 We adopted this standard effective April 1, 2020 with no material impact on our consolidated financial statements as it modifies disclosure requirements only. ASU 2018-14 "Compensation- Retirement Benefits - Defined Benefit Plans- General Topic (715-20): Disclosure Framework- Changes to the Disclosure Requirements for Defined Benefit Plans" August 2018 The standard modified the disclosure requirements by adding, removing, and modifying certain required disclosures for employers that sponsor defined benefit pension or other post-retirement benefit plans. The standard also clarified disclosure requirements for defined benefit pension plans relating to the projected benefit obligation and accumulated benefit obligation. The standard was effective for fiscal years ending after December 15, 2019. First Quarter Fiscal 2021 We adopted this standard effective April 1, 2020 with no material impact on our consolidated financial statements as it modifies disclosure requirements only. ASU 2018-15 "Intangibles- Goodwill and Other- Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract" August 2018 The standard aligned the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or First Quarter Fiscal 2021 We adopted this standard on April 1, 2020 using the prospective method. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures. Standards that have not yet been adopted ASU 2019-12 "Income Taxes (Topic 740)" December 2019 The standard provides final guidance that simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The guidance simplifies accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years beginning after December 15, 2020 and early adoption is permitted. N/A We are in the process of evaluating the impact that the standard will have on our consolidated financial statements. |
Inventories, Net Inventories, N
Inventories, Net Inventories, Net (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory costs include material, labor, and overhead. Inventories, net consisted of the following: September 30, March 31, Raw materials $ 101,608 $ 94,321 Work in process 40,617 35,643 Finished goods 172,483 151,381 LIFO reserve (18,752) (16,937) Reserve for excess and obsolete inventory (17,363) (16,149) Inventories, net $ 278,593 $ 248,259 |
Additional Consolidated Balan_2
Additional Consolidated Balance Sheets Information Additional Consolidated Balance Sheets Information (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Notes To Financial Statements [Abstract] | |
Additional Consolidated Balance Sheets Information | Additional Consolidated Balance Sheet Information Additional information related to our Consolidated Balance Sheets is as follows: September 30, March 31, Accrued payroll and other related liabilities: Compensation and related items $ 50,424 $ 42,205 Accrued vacation/paid time off 14,227 9,917 Accrued bonuses 34,307 53,041 Accrued employee commissions 12,012 19,298 Other postretirement benefit obligations-current portion 1,488 1,488 Other employee benefit plans obligations-current portion 2,323 2,312 Total accrued payroll and other related liabilities $ 114,781 $ 128,261 Accrued expenses and other: Deferred revenues $ 35,035 $ 53,299 Service liabilities 39,840 47,505 Self-insured risk reserves-current portion 7,773 7,342 Accrued dealer commissions 20,913 15,827 Accrued warranty 6,951 7,381 Asset retirement obligation-current portion 1,184 2,671 Other 47,195 58,158 Total accrued expenses and other $ 158,891 $ 192,183 Other liabilities: Self-insured risk reserves-long-term portion $ 17,452 $ 17,452 Other postretirement benefit obligations-long-term portion 8,861 9,880 Defined benefit pension plans obligations-long-term portion 10,760 10,987 Other employee benefit plans obligations-long-term portion 2,266 2,333 Accrued long-term income taxes 10,841 11,959 Asset retirement obligation-long-term portion 11,560 9,843 Other 23,336 27,892 Total other liabilities $ 85,076 $ 90,346 |
Schedule of Accrued Liabilities [Table Text Block] | Additional information related to our Consolidated Balance Sheets is as follows: September 30, March 31, Accrued payroll and other related liabilities: Compensation and related items $ 50,424 $ 42,205 Accrued vacation/paid time off 14,227 9,917 Accrued bonuses 34,307 53,041 Accrued employee commissions 12,012 19,298 Other postretirement benefit obligations-current portion 1,488 1,488 Other employee benefit plans obligations-current portion 2,323 2,312 Total accrued payroll and other related liabilities $ 114,781 $ 128,261 Accrued expenses and other: Deferred revenues $ 35,035 $ 53,299 Service liabilities 39,840 47,505 Self-insured risk reserves-current portion 7,773 7,342 Accrued dealer commissions 20,913 15,827 Accrued warranty 6,951 7,381 Asset retirement obligation-current portion 1,184 2,671 Other 47,195 58,158 Total accrued expenses and other $ 158,891 $ 192,183 Other liabilities: Self-insured risk reserves-long-term portion $ 17,452 $ 17,452 Other postretirement benefit obligations-long-term portion 8,861 9,880 Defined benefit pension plans obligations-long-term portion 10,760 10,987 Other employee benefit plans obligations-long-term portion 2,266 2,333 Accrued long-term income taxes 10,841 11,959 Asset retirement obligation-long-term portion 11,560 9,843 Other 23,336 27,892 Total other liabilities $ 85,076 $ 90,346 |
Business Segment Information Bu
Business Segment Information Business Segment Information (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Financial information for each of our segments is presented in the following table: Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Revenues: Healthcare $ 470,927 $ 485,283 $ 870,585 $ 931,015 Applied Sterilization Technologies 169,547 152,907 321,909 307,193 Life Sciences 115,658 98,650 232,570 195,435 Total revenues $ 756,132 $ 736,840 $ 1,425,064 $ 1,433,643 Operating income (loss): Healthcare $ 104,796 $ 103,035 $ 187,153 $ 193,550 Applied Sterilization Technologies 76,835 65,386 140,790 133,421 Life Sciences 46,433 32,315 94,894 65,354 Corporate (58,155) (50,956) (110,522) (106,353) Total operating income before adjustments $ 169,909 $ 149,780 $ 312,315 $ 285,972 Less: Adjustments Amortization of acquired intangible assets (1) $ 21,955 $ 18,952 $ 39,455 $ 35,901 Acquisition and integration related charges (2) 1,135 1,947 2,421 3,864 Redomiciliation and tax restructuring costs (3) 384 1,016 554 2,786 Net (gain) loss on divestiture of businesses (1) (5) 50 5 2,476 Amortization of property "step up" to fair value (1) 714 446 1,317 1,181 COVID-19 incremental costs (4) 4,539 — 13,209 — Restructuring charges (5) (76) 636 90 2,943 Total operating income $ 141,263 $ 126,733 $ 255,264 $ 236,821 |
Revenue from External Customers by Products and Services [Table Text Block] | Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Healthcare: Capital equipment $ 131,673 $ 152,631 $ 259,755 273,486 Consumables 122,797 116,033 206,551 232,115 Service 216,457 216,619 404,279 425,414 Total Healthcare Revenues $ 470,927 $ 485,283 $ 870,585 $ 931,015 Applied Sterilization Technologies Service Revenues $ 169,547 $ 152,907 $ 321,909 $ 307,193 Life Sciences: Capital equipment $ 29,241 $ 26,462 $ 59,671 $ 53,231 Consumables 55,793 42,540 114,635 86,569 Service 30,624 29,648 58,264 55,635 Total Life Sciences Revenues $ 115,658 $ 98,650 $ 232,570 $ 195,435 Total Revenues $ 756,132 $ 736,840 $ 1,425,064 $ 1,433,643 |
Revenue from External Customers by Geographic Areas [Table Text Block] | Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Revenues: Ireland $ 17,090 $ 15,171 $ 31,463 $ 30,279 United States 549,449 538,101 1,041,157 1,049,253 Other locations 189,593 183,568 352,444 354,111 Total Revenues $ 756,132 $ 736,840 $ 1,425,064 $ 1,433,643 |
Reconciliation of Assets from Segment to Consolidated | Assets include the current and long-lived assets directly attributable to the segment based on the management of the location or on utilization. Certain corporate assets were allocated to the reportable segments based on revenues. Assets attributed to sales and distribution locations are only allocated to the Healthcare and Life Sciences segments. Individual facilities, equipment, and intellectual properties are utilized for production by both the Healthcare and Life Sciences segments at varying levels over time. As a result, an allocation of total assets, capital expenditures, and depreciation and amortization is not meaningful to the individual performance of the Healthcare and Life Sciences segments. Therefore, their respective amounts are reported together. September 30, 2020 March 31, 2020 Assets: Healthcare and Life Sciences $ 2,642,515 $ 2,705,377 Applied Sterilization Technologies 2,850,052 2,720,205 Total assets $ 5,492,567 $ 5,425,582 |
Shares and Preferred Shares Sha
Shares and Preferred Shares Shares and Preferred Shares (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Three Months Ended September 30, Six Months Ended September 30, Denominator (shares in thousands): 2020 2019 2020 2019 Weighted average shares outstanding—basic 85,170 84,795 85,065 84,716 Dilutive effect of share equivalents 674 900 695 914 Weighted average shares outstanding and share equivalents—diluted 85,844 85,695 85,760 85,630 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Options to purchase the following number of shares were outstanding but excluded from the computation of diluted earnings per share because the combined exercise prices, unamortized fair values, and assumed tax benefits upon exercise were greater than the average market price for the shares during the periods, so including these options would be anti-dilutive: Three Months Ended September 30, Six Months Ended September 30, (shares in thousands) 2020 2019 2020 2019 Number of share options 503 341 416 231 |
Share-Based Compensation Share-
Share-Based Compensation Share-Based Compensation (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Assumptions Used | The following weighted-average assumptions were used for options granted during the first six months of fiscal 2021 and 2020: Fiscal 2021 Fiscal 2020 Risk-free interest rate 0.46 % 2.26 % Expected life of options 6.0 years 6.2 years Expected dividend yield of stock 0.96 % 1.22 % Expected volatility of stock 23.04 % 20.27 % |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding | A summary of share option activity is as follows: Number of Weighted Average Aggregate Outstanding at March 31, 2020 1,796,126 $ 91.29 Granted 288,936 181.33 Exercised (292,199) 71.96 Forfeited (32,002) 121.80 Outstanding at September 30, 2020 1,760,861 $ 108.72 7.0 years $ 120,484 Exercisable at September 30, 2020 988,477 $ 80.98 5.7 years $ 94,113 |
Share-based Compensation Arrangements by Share-based Payment Award, Restricted Stock Units, Vested and Expected to Vest | A summary of the non-vested restricted share and share unit activity is presented below: Number of Number of Restricted Share Units Weighted-Average Non-vested at March 31, 2020 575,830 30,894 $ 98.07 Granted 137,385 14,124 164.45 Vested (156,390) (16,150) 84.64 Forfeited (15,430) — 102.07 Non-vested at September 30, 2020 541,395 28,868 $ 119.72 |
Financial and Other Guarantees
Financial and Other Guarantees Financial and Other Gurantees (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability | Changes in our warranty liability during the first six months of fiscal 2021 were as follows: Warranties Balance, March 31, 2020 $ 7,381 Warranties issued during the period 4,866 Settlements made during the period (5,296) Balance, September 30, 2020 $ 6,951 |
Derivatives and Hedging Derivat
Derivatives and Hedging Derivatives and Hedging (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | Asset Derivatives Liability Derivatives Fair Value at Fair Value at Fair Value at Fair Value at Balance sheet location September 30, 2020 March 31, 2020 September 30, 2020 March 31, 2020 Prepaid & Other $ 538 $ 124 $ — $ — Accrued expenses and other $ — $ — $ 609 $ 912 |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The following table presents the impact of derivative instruments and their location within the Consolidated Statements of Income: Location of gain (loss) Amount of gain (loss) recognized in income Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Foreign currency forward contracts Selling, general and administrative $ (223) $ 299 $ (80) $ 705 Commodity swap contracts Cost of revenues $ 386 $ 796 $ 751 $ 669 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The changes in Level 3 assets and liabilities measured at fair value on a recurring basis at September 30, 2020 are summarized as follows: Contingent Consideration Balance at March 31, 2020 $ 15,988 Additions 538 Payments (42) Currency translation adjustments (120) Balance at September 30, 2020 $ 16,364 |
Fair Value Option, Disclosures | The following table shows the fair value of our financial assets and liabilities at September 30, 2020 and March 31, 2020: Fair Value Measurements Carrying Value Quoted Prices Significant Other Significant 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 $ 312,028 $ 319,581 $ 312,028 $ 319,581 $ — $ — $ — $ — Forward and swap contracts (1) 538 124 — — 538 124 — — Equity investments (2) 9,868 9,624 9,868 9,624 — — — — Other investments 2,654 2,507 2,654 2,507 — — — — Liabilities: Forward and swap contracts (1) $ 609 $ 912 $ — $ — $ 609 $ 912 $ — $ — Deferred compensation plans (2) 1,662 1,475 1,662 1,475 — — — — Long term debt (3) 1,020,554 1,150,521 — — 1,081,626 1,143,978 — — Contingent consideration obligations (4) 16,364 15,988 — — — — 16,364 15,988 |
Reclassifications out of Accu_2
Reclassifications out of Accumulated Other Comprehensive Income Reclassification out of Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Reclassifications out of AOCI [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in our Accumulated Other Comprehensive Income (Loss) balances, net of tax, for the three months ended September 30, 2020 and 2019 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 $ (7,323) $ (6,813) $ (201,031) $ (228,650) $ (208,354) $ (235,463) Other Comprehensive Income before reclassifications 324 648 78,251 105,870 78,575 106,518 Amounts reclassified from Accumulated Other Comprehensive (Loss) (834) (1,668) — — (834) (1,668) Net current-period Other Comprehensive (Loss) Income (510) (1,020) 78,251 105,870 77,741 104,850 Balance at September 30, 2020 $ (7,833) $ (7,833) $ (122,780) $ (122,780) $ (130,613) $ (130,613) (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 $ (4,709) $ (4,204) $ (152,135) $ (155,574) $ (156,844) $ (159,778) Other Comprehensive Income (Loss) before reclassifications 189 379 (68,367) (64,928) (68,178) (64,549) Amounts reclassified from Accumulated Other Comprehensive (Loss) (695) (1,390) — — (695) (1,390) Net current-period Other Comprehensive (Loss) (506) (1,011) (68,367) (64,928) (68,873) (65,939) Balance at September 30, 2019 $ (5,215) $ (5,215) $ (220,502) $ (220,502) $ (225,717) $ (225,717) 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. |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Restructuring [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | Restructuring Fiscal 2019 Restructuring Plan. During the third quarter of fiscal 2019, we adopted and announced a targeted restructuring plan (the "Fiscal 2019 Restructuring Plan"), which included the closure of two manufacturing facilities, one in Brazil and one in England, as well as other actions including the rationalization of certain products. Fewer than 200 positions were eliminated. The Company relocated the production of certain impacted products to other existing manufacturing operations during fiscal 2020. These restructuring actions were designed to enhance profitability and improve efficiency. Since inception of the Fiscal 2019 Restructuring Plan we have incurred pre-tax expenses totaling $43,941 related to these restructuring actions, of which $31,750 was recorded as restructuring expenses and $12,191 was recorded in cost of revenues, with a total of $34,116, $7,474 and $668 related to the Healthcare, Applied Sterilization Technologies and Life Sciences segments, respectively. Corporate related restructuring charges were $1,683. Additional restructuring expenses related to this plan are not expected to be material to our results of operations. Liabilities related to restructuring activities are recorded as current liabilities on the accompanying Consolidated Balance Sheets within “Accrued payroll and other related liabilities” and “Accrued expenses and other.” The remaining liability balances at September 30, 2020 and March 31, 2020 are not material. |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting Policies Revenue Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue, Remaining Performance Obligation, Amount | $ 971,000 | ||
Deferred Revenues, Amount recognized in period from certain capital contracts | $ 14,609 | ||
Deferred Cost of Revenues, Amount recognized in period from certain capital contracts | $ 7,560 | ||
Deferred Revenue, Revenue Recognized | $ 36,768 | $ 42,923 | |
Expected recognition within the next year [Member] | |||
Revenue, Remaining Performance Obligation, Percentage | 45.00% | ||
Expected recognition beyond the next year [Member] [Member] | |||
Revenue, Remaining Performance Obligation, Percentage | 49.00% |
Business Acquisitions and Div_2
Business Acquisitions and Divestitures Fiscal 2018 Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | ||
Business Acquisition [Line Items] | ||||||
Contingent consideration | $ 16,364 | $ 16,364 | $ 15,988 | |||
Deferred consideration | $ 894 | $ 894 | ||||
Proceeds from Sales of Business, Affiliate and Productive Assets | 439 | |||||
Gain (Loss) on Disposition of Business | [1] | $ 5 | (50) | $ (5) | (2,476) | |
Approximate annual revenues of divested entity | 5,000 | |||||
Series of Individually Immaterial Business Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Approximate purchase price of entity | $ 88,829 | $ 88,829 | ||||
[1] | For more information regarding our recent acquisitions and divestitures refer to our Annual Report on Form 10-K for the year ended March 31, 2020, dated May 29, 2020. |
Business Acquisitions and Div_3
Business Acquisitions and Divestitures Fiscal 2017 Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | |
Business Acquisition [Line Items] | |||||
Revenues | $ 756,132 | $ 736,840 | $ 1,425,064 | $ 1,433,643 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Goodwill | $ 2,417,956 | $ 2,417,956 | $ 2,356,085 |
Business Acquisitions and Div_4
Business Acquisitions and Divestitures Fiscal 2017 Divestitures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenues | $ 756,132 | $ 736,840 | $ 1,425,064 | $ 1,433,643 | |
Pre-tax gain or loss on sale of business | [1] | $ (5) | $ 50 | $ 5 | $ 2,476 |
[1] | For more information regarding our recent acquisitions and divestitures refer to our Annual Report on Form 10-K for the year ended March 31, 2020, dated May 29, 2020. |
Business Acquisitions and Div_5
Business Acquisitions and Divestitures Revenues by Type (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2019USD ($) | |
Business Combinations [Abstract] | |
Loss on sale of HSS China Operations | $ 2,330 |
Inventories, Net Inventories,_2
Inventories, Net Inventories, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 |
Raw materials | $ 101,608 | $ 94,321 |
Work in process | 40,617 | 35,643 |
Finished goods | 172,483 | 151,381 |
LIFO reserve | (18,752) | (16,937) |
Reserve for excess and obsolete inventory | (17,363) | (16,149) |
Inventories, net | $ 278,593 | $ 248,259 |
Property, Plant and Equipment P
Property, Plant and Equipment Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2020 | ||
Property, Plant and Equipment [Abstract] | |||
Property, Plant and Equipment | Information related to the major categories of our depreciable assets is as follows: September 30, March 31, Land and land improvements (1) $ 67,407 $ 65,994 Buildings and leasehold improvements 546,273 531,267 Machinery and equipment 722,017 682,488 Information systems 182,104 181,112 Radioisotope 547,395 508,593 Construction in progress (1) 196,016 159,731 Total property, plant, and equipment 2,261,212 2,129,185 Less: accumulated depreciation and depletion (1,085,146) (1,017,330) Property, plant, and equipment, net $ 1,176,066 $ 1,111,855 (1) Land is not depreciated. Construction in progress is not depreciated until placed in service. | ||
Property, Plant and Equipment [Line Items] | |||
Land and land improvements | [1] | $ 67,407 | $ 65,994 |
Buildings and leasehold improvements | 546,273 | 531,267 | |
Machinery and equipment | 722,017 | 682,488 | |
Radioisotope | 547,395 | 508,593 | |
Construction in progress | [1] | 196,016 | 159,731 |
Total property, plant, and equipment | 2,261,212 | 2,129,185 | |
Less: accumulated depreciation and depletion | (1,085,146) | (1,017,330) | |
Property, plant, and equipment, net | 1,176,066 | 1,111,855 | |
Capitalized Computer Hardware/Software, Gross | $ 182,104 | $ 181,112 | |
[1] | Land is not depreciated. Construction in progress is not depreciated until placed in service. |
Debt Debt (Details)
Debt Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt | Indebtedness was as follows: September 30, March 31, Credit Agreement $ 170,280 $ 275,449 Private Placement 853,310 878,409 Deferred financing costs (3,036) (3,337) Total long term debt $ 1,020,554 $ 1,150,521 | |
Debt Instrument [Line Items] | ||
Private Placement | $ 853,310 | $ 878,409 |
Deferred financing costs | 3,036 | 3,337 |
Credit Agreement | 170,280 | 275,449 |
Total long term debt | $ 1,020,554 | $ 1,150,521 |
Additional Consolidated Balan_3
Additional Consolidated Balance Sheets Information Additional Consolidated Balance Sheets Information (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 |
Accrued payroll and other related liabilities: | ||
Compensation and related items | $ 50,424 | $ 42,205 |
Accrued vacation/paid time off | 14,227 | 9,917 |
Accrued bonuses | 34,307 | 53,041 |
Accrued employee commissions | 12,012 | 19,298 |
Other postretirement benefit obligations-current portion | 1,488 | 1,488 |
Other employee benefit plans obligations-current portion | 2,323 | 2,312 |
Accrued expenses and other: | ||
Deferred revenues | 35,035 | 53,299 |
Service liabilities | 39,840 | 47,505 |
Self-insured risk reserves-current portion | 7,773 | 7,342 |
Accrued dealer commissions | 20,913 | 15,827 |
Accrued warranty | 6,951 | 7,381 |
Asset retirement obligation-current portion | 1,184 | 2,671 |
Other | 47,195 | 58,158 |
Total accrued expenses and other | 158,891 | 192,183 |
Other liabilities: | ||
Self-insured risk reserves-long-term portion | 17,452 | 17,452 |
Other postretirement benefit obligations-long-term portion | 8,861 | 9,880 |
Defined benefit pension plans obligations-long-term portion | 10,760 | 10,987 |
Other employee benefit plans obligations-long-term portion | 2,266 | 2,333 |
Accrued long-term income taxes | 10,841 | 11,959 |
Asset retirement obligation-long-term portion | 11,560 | 9,843 |
Long-term liabilities, other | 23,336 | 27,892 |
Other Liabilities, Noncurrent | 85,076 | 90,346 |
Employee-related Liabilities, Current | $ 114,781 | $ 128,261 |
Income Tax Expense Income Tax E
Income Tax Expense Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||
Effective Income Tax Rate, Continuing Operations | 20.80% | 18.90% | 19.30% | 17.00% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||
Uncertain Tax Liability Resulting From IRS Notice | $ 40,000 | $ 40,000 |
Business Segment Information _2
Business Segment Information Business Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | ||
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 756,132 | $ 736,840 | $ 1,425,064 | $ 1,433,643 | ||
Segment operating income | 141,263 | 126,733 | 255,264 | 236,821 | ||
Restructuring Charges | [1] | (76) | 636 | 90 | 2,943 | |
Amortization of acquired intangible assets | [2] | 21,955 | 18,952 | 39,455 | 35,901 | |
Business Combination, Acquisition Related Costs | [3] | 1,135 | 1,947 | 2,421 | 3,864 | |
Impact of TCJA | [4] | 384 | 1,016 | 554 | 2,786 | |
Net loss on divestiture of businesses | [2] | (5) | 50 | 5 | 2,476 | |
Amortization of inventory and property step-up to fair value | [2] | 714 | 446 | 1,317 | 1,181 | |
COVID-19 incremental costs | [5] | 4,539 | 0 | 13,209 | 0 | |
Assets | 5,492,567 | 5,492,567 | $ 5,425,582 | |||
Life Sciences | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 115,658 | 98,650 | 232,570 | 195,435 | ||
Segment operating income | 46,433 | 32,315 | 94,894 | 65,354 | ||
Applied Sterilization Technologies | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 169,547 | 152,907 | 321,909 | 307,193 | ||
Segment operating income | 76,835 | 65,386 | 140,790 | 133,421 | ||
Assets | 2,850,052 | 2,850,052 | 2,720,205 | |||
Corporate | ||||||
Segment Reporting Information [Line Items] | ||||||
Segment operating income | (58,155) | (50,956) | (110,522) | (106,353) | ||
Segment operating income | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 756,132 | 736,840 | 1,425,064 | 1,433,643 | ||
Segment operating income | 169,909 | 149,780 | 312,315 | 285,972 | ||
Healthcare [Member] [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 470,927 | 485,283 | 870,585 | 931,015 | ||
Segment operating income | 104,796 | 103,035 | 187,153 | 193,550 | ||
Healthcare and Life Sciences [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Assets | 2,642,515 | 2,642,515 | $ 2,705,377 | |||
Other foreign locations [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 189,593 | 183,568 | 352,444 | 354,111 | ||
UNITED STATES | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 549,449 | 538,101 | 1,041,157 | 1,049,253 | ||
UNITED KINGDOM | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 17,090 | 15,171 | 31,463 | 30,279 | ||
Consumable revenues [Member] | Life Sciences | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 55,793 | 42,540 | 114,635 | 86,569 | ||
Consumable revenues [Member] | Healthcare [Member] [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 122,797 | 116,033 | 206,551 | 232,115 | ||
Sales Revenue, Services, Net [Member] | Life Sciences | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 30,624 | 29,648 | 58,264 | 55,635 | ||
Sales Revenue, Services, Net [Member] | Healthcare [Member] [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 216,457 | 216,619 | 404,279 | 425,414 | ||
Capital equipment revenues [Member] | Life Sciences | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 29,241 | 26,462 | 59,671 | 53,231 | ||
Capital equipment revenues [Member] | Healthcare [Member] [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 131,673 | $ 152,631 | $ 259,755 | $ 273,486 | ||
[1] | For more information regarding our restructuring efforts refer to Note 2 titled, "Restructuring". | |||||
[2] | For more information regarding our recent acquisitions and divestitures refer to our Annual Report on Form 10-K for the year ended March 31, 2020, dated May 29, 2020. | |||||
[3] | Acquisition and integration related charges include transaction costs and integration expenses associated with acquisitions. | |||||
[4] | Costs incurred in connection with the Redomiciliation. | |||||
[5] | COVID-19 incremental costs includes the additional costs attributable to COVID-19 such as enhanced cleaning protocols, personal protective equipment for our employees, event cancellation fees, and payroll costs associated with our response to COVID-19, net of any government subsidies available. |
Shares and Preferred Shares Ord
Shares and Preferred Shares Ordinary Shares (Details) | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2020$ / sharesshares | Sep. 30, 2019shares | Sep. 30, 2020$ / sharesshares | Sep. 30, 2019shares | Sep. 30, 2020EUR (€)shares | Mar. 31, 2020$ / shares | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||||||
Weighted average shares outstanding - basic | 85,170,000 | 84,795,000 | 85,065,000 | 84,716,000 | ||
Dilutive effect of share equivalents | 674,000 | 900,000 | 695,000 | 914,000 | ||
Weighted average shares outstanding and share equivalents - diluted | 85,844,000 | 85,695,000 | 85,760,000 | 85,630,000 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Preferred Stock, Shares Authorized | 50,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | ||||
Deferred Ordinary Shares | 25,000 | |||||
Employee share option | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Number of share options that are antidilutive | 503,000 | 341,000 | 416,000 | 231,000 | ||
Euro Member Countries, Euro | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Par Value (Euros) of Deferred Ordinary Shares | € | € 1 |
Shares and Preferred Shares Pre
Shares and Preferred Shares Preferred Shares (Details) | Sep. 30, 2020$ / shares |
Class of Stock [Line Items] | |
Preferred shares, par value | $ 0.001 |
Repurchases of Shares (Details)
Repurchases of Shares (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Jul. 30, 2019 | May 07, 2019 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Share repurchase program, number of shares authorized | $ 333,932 | $ 300,000 | $ 78,979 | |
Shares repurchased during period, number | 35,000 | 205,059 | ||
Aggregate value of shares repurchased pursuant to authorization | $ 5,047 | $ 30,000 | ||
Shares obtained in connection with share based compensation award programs | 76,286 | 73,914 | ||
Payments for shares obtained in connection with share based compensation programs | $ 9,386 | $ 7,955 |
Share-Based Compensation Shar_2
Share-Based Compensation Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Item] | ||
Remaining shares available for grant | 3,568,985 | |
Weighted-average assumptions used for options granted: | ||
Risk-free interest rate | 0.46% | 2.26% |
Expected life of options | 6 years | 6 years 2 months 12 days |
Exptected dividend yield of stock | 0.96% | 1.22% |
Expected volatility of stock | 23.04% | 20.27% |
Estimated forfeiture rate | 2.78% | 2.77% |
Summary of share option activity: | ||
Outstanding at March 31, 2017 | 1,796,126 | |
Granted | 288,936 | |
Exercised | (292,199) | |
Forfeited | (32,002) | |
Outstanding at June 30, 2017 | 1,760,861 | |
Exercisable at June 30, 2017 | 988,477 | |
Weighted average exercise price: | ||
Outstanding at March 31, 2017 | $ 91.29 | |
Granted | 181.33 | |
Exercised | 71.96 | |
Forfeited | 121.80 | |
Outstanding at June 30, 2017 | 108.72 | |
Exercisable at June 30, 2017 | $ 80.98 | |
Average Remaining Contractual Term, Outstanding at June 30, 2017 | 7 years | |
Aggregate Intrinsic Value, Outstanding at June 30, 2017 | $ 120,484 | |
Average Remaining Contractual Term, Exercisable at June 30, 2017 | 5 years 8 months 12 days | |
Aggregate Intrinsic Value, Exercisable at June 30, 2017 | $ 94,113 | |
Non-vested stock options outstanding expected to vest | 749,747 | |
Ordinary shares, closing price | $ 176.19 | |
Total intrinsic value of stock options exercised | $ 25,244 | $ 35,886 |
Net cash proceeds from the exercise of stock options | $ 20,600 | $ 22,371 |
Weighted average grant date fair value of stock option grants, per share | $ 27.66 | $ 23.52 |
Summary of non-vested restricted share activity: | ||
Unrecognized compensation cost related to nonvested share-based compensation granted | $ 57,787 | |
Weighted Average Period For Total Compensation Expense Not Yet Recognized | 2 years 3 months 18 days | |
Stock Appreciation Rights (SARs) [Member] | ||
Weighted average exercise price: | ||
FairValueOfOutstandingStockAppreciationRights | $ 448 | $ 587 |
Restricted Stock | ||
Summary of non-vested restricted share activity: | ||
Number of Restricted Shares, Non-vested at Beginning of Period | 575,830 | |
Weighted-Average Grant Date Fair Value, Non-vested at Beginning of Period | $ 98.07 | |
Number of Restricted Shares, Granted | 137,385 | |
Weighted-Average Grant Date Fair Value, Granted | $ 164.45 | |
Number of Restricted Shares, Vested | (156,390) | |
Weighted-Average Grant Date Fair Value, Vested | $ 84.64 | |
Number of Restricted Shares, Canceled | (15,430) | |
Weighted-Average Grant Date Fair Value, Canceled | $ 102.07 | |
Number of Restricted Shares, Non-vested at End of Period | 541,395 | |
Weighted-Average Grant Date Fair Value, Non-vested at End of Period | $ 119.72 | |
Fair Value, Share-based Payment Awards, Other than Options | $ 14,604 | |
Restricted Stock Units (RSUs) | ||
Summary of non-vested restricted share activity: | ||
Number of Restricted Shares, Non-vested at Beginning of Period | 30,894 | |
Number of Restricted Shares, Granted | 14,124 | |
Number of Restricted Shares, Vested | (16,150) | |
Number of Restricted Shares, Canceled | 0 | |
Number of Restricted Shares, Non-vested at End of Period | 28,868 |
Financial and Other Guarantee_2
Financial and Other Guarantees Financial and Other Guarantees (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2020USD ($) | |
Product Warranty Liability [Line Items] | |
Balance, March 31, 2017 | $ 7,381 |
Warranties issued during the period | 4,866 |
Settlement made during the period | (5,296) |
Balance, June 30, 2017 | $ 6,951 |
Derivatives and Hedging Fair Va
Derivatives and Hedging Fair Value of Derivatives, Balance Sheet Location (Details) $ in Thousands, € in Millions, $ in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||||||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)lb | Sep. 30, 2019USD ($) | Sep. 30, 2020MXN ($) | Sep. 30, 2020CAD ($) | Sep. 30, 2020EUR (€) | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | |
Derivative [Line Items] | |||||||||
Non-derivative Net Investment Hedge | $ 48,753 | ||||||||
Prepaid & Other | |||||||||
Derivative [Line Items] | |||||||||
Asset derivatives | 538 | $ 124 | |||||||
Liability derivatives | 0 | 0 | |||||||
Accrued expenses and other | |||||||||
Derivative [Line Items] | |||||||||
Asset derivatives | 0 | 0 | |||||||
Liability derivatives | $ 609 | $ 912 | |||||||
Foreign currency forward contracts | Selling, general, and administrative expense | |||||||||
Derivative [Line Items] | |||||||||
Gain (Loss) on Derivative Instruments, Net, Pretax | $ (223) | $ 299 | $ (80) | $ 705 | |||||
Commodity swap contracts | |||||||||
Derivative [Line Items] | |||||||||
Derivative, notional amount, weight | lb | 357,600 | ||||||||
Commodity swap contracts | Cost of Sales [Member] | |||||||||
Derivative [Line Items] | |||||||||
Gain (Loss) on Derivative Instruments, Net, Pretax | $ (386) | $ (796) | $ (751) | $ (669) | |||||
Mexican peso | Foreign currency forward contracts | |||||||||
Derivative [Line Items] | |||||||||
Liability derivatives | $ 69.9 | ||||||||
Canadian dollar | Foreign currency forward contracts | |||||||||
Derivative [Line Items] | |||||||||
Liability derivatives | $ 4.5 | ||||||||
euro | Foreign currency forward contracts | |||||||||
Derivative [Line Items] | |||||||||
Derivative Asset, Notional Amount | € | € 8 |
Derivatives and Hedging Gain (L
Derivatives and Hedging Gain (Loss) on Derivatives, Income Statement Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Foreign currency forward contracts | Selling, general, and administrative expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in income | $ 223 | $ (299) | $ 80 | $ (705) |
Commodity swap contracts | Cost of revenues | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in income | $ 386 | $ 796 | $ 751 | $ 669 |
Fair Value Measurements Fair _2
Fair Value Measurements Fair Value Hierarchy (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | ||
Reported Value Measurement [Member] | ||||||
Assets: | ||||||
Cash and cash equivalents | $ 312,028 | $ 312,028 | $ 319,581 | |||
Forward and swap contracts | [1] | 538 | 538 | 124 | ||
Equity Securities, FV-NI | [2] | 9,868 | 9,868 | 9,624 | ||
Investments | 2,654 | 2,654 | 2,507 | |||
Liabilities: | ||||||
Forward and swap contracts | [1] | 609 | 609 | 912 | ||
Deferred compensation plans | [2] | 1,662 | 1,662 | 1,475 | ||
Contingent consideration obligations | 16,364 | 16,364 | 15,988 | |||
Debt Instrument, Fair Value Disclosure | [3] | 1,020,554 | 1,020,554 | 1,150,521 | ||
Debt and Equity Securities, Gain (Loss) | 384 | $ 721 | 74 | $ 2,479 | ||
Investment Owned, at Cost | 4,955 | 4,955 | ||||
Contingent consideration obligations | 16,364 | 16,364 | 15,988 | |||
Level 1 | ||||||
Assets: | ||||||
Cash and cash equivalents | 312,028 | 312,028 | 319,581 | |||
Forward and swap contracts | 0 | 0 | 0 | |||
Equity Securities, FV-NI | [2] | 9,868 | 9,868 | 9,624 | ||
Investments | 2,654 | 2,654 | 2,507 | |||
Liabilities: | ||||||
Forward and swap contracts | 0 | 0 | 0 | |||
Deferred compensation plans | [2] | 1,662 | 1,662 | 1,475 | ||
Contingent consideration obligations | 0 | 0 | 0 | |||
Debt Instrument, Fair Value Disclosure | 0 | 0 | 0 | |||
Level 2 | ||||||
Assets: | ||||||
Cash and cash equivalents | 0 | 0 | 0 | |||
Forward and swap contracts | [1] | 538 | 538 | 124 | ||
Equity Securities, FV-NI | 0 | 0 | 0 | |||
Investments | 0 | 0 | 0 | |||
Liabilities: | ||||||
Forward and swap contracts | [1] | 609 | 609 | 912 | ||
Deferred compensation plans | 0 | 0 | 0 | |||
Contingent consideration obligations | 0 | 0 | 0 | |||
Debt Instrument, Fair Value Disclosure | [3] | 1,081,626 | 1,081,626 | 1,143,978 | ||
Level 3 | ||||||
Assets: | ||||||
Cash and cash equivalents | 0 | 0 | 0 | |||
Forward and swap contracts | 0 | 0 | 0 | |||
Equity Securities, FV-NI | 0 | 0 | 0 | |||
Investments | 0 | 0 | 0 | |||
Liabilities: | ||||||
Forward and swap contracts | 0 | 0 | 0 | |||
Deferred compensation plans | 0 | 0 | 0 | |||
Contingent consideration obligations | [4] | 16,364 | 16,364 | 15,988 | ||
Debt Instrument, Fair Value Disclosure | $ 0 | $ 0 | $ 0 | |||
[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 2021, we recorded losses of $384 and $74, respectively, related to these investments | |||||
[3] | We estimate the fair value of our long-term debt using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. | |||||
[4] | Contingent consideration obligations arise from business acquisitions. The fair values are based on discounted cash flow analyses reflecting the possible achievement of specified performance measures or events and captures the contractual nature of the contingencies, commercial risk, and the time value of money. Contingent consideration obligations are classified in the consolidated balance sheets as accrued expense (short-term) and other liabilities (long-term), as appropriate based on the contractual payment dates |
Fair Value Measurements Conting
Fair Value Measurements Contingent Consideration Rollforward (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2020 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent consideration | $ 16,364 | $ 15,988 | |
Additions | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Change in contingent consideration | 538 | ||
Payments | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Change in contingent consideration | (42) | ||
Foreign currency translation adjustment | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Change in contingent consideration | (120) | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent consideration | [1] | 16,364 | 15,988 |
Fair value | $ 0 | $ 0 | |
[1] | Contingent consideration obligations arise from business acquisitions. The fair values are based on discounted cash flow analyses reflecting the possible achievement of specified performance measures or events and captures the contractual nature of the contingencies, commercial risk, and the time value of money. Contingent consideration obligations are classified in the consolidated balance sheets as accrued expense (short-term) and other liabilities (long-term), as appropriate based on the contractual payment dates |
Fair Value Measurements Availab
Fair Value Measurements Available-for-sale securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Securities, Available-for-sale [Line Items] | ||||
Equity Securities, FV-NI, Gain (Loss) | $ (384) | $ (721) | $ (74) | $ (2,479) |
Reclassifications out of Accu_3
Reclassifications out of Accumulated Other Comprehensive Income Reclassification out of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (130,613) | $ (225,717) | $ (130,613) | $ (225,717) | $ (208,354) | $ (235,463) | $ (156,844) | $ (159,778) | |||||
Other Comprehensive Income (Loss), Net of Tax | 78,575 | (68,178) | 106,518 | (64,549) | |||||||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (834) | (695) | [1] | (1,668) | (1,390) | ||||||||
Other Comprehensive (Loss) Income, Net of Tax, Portion Attributable to Parent | (77,741) | 68,873 | (104,850) | 65,939 | |||||||||
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | |||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||||
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax | (7,833) | (5,215) | (7,833) | (5,215) | (7,323) | (6,813) | (4,709) | (4,204) | |||||
Other Comprehensive Income (Loss), Net of Tax | 324 | 189 | 648 | 379 | |||||||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | [2] | (834) | (695) | (1,668) | (1,390) | ||||||||
Other Comprehensive (Loss) Income, Net of Tax, Portion Attributable to Parent | 510 | 506 | 1,020 | 1,011 | |||||||||
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | (122,780) | (220,502) | (122,780) | (220,502) | $ (201,031) | $ (228,650) | $ (152,135) | $ (155,574) | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 78,251 | (68,367) | 105,870 | (64,928) | |||||||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | [1] | 0 | 0 | [1] | 0 | [1] | ||||||
Other Comprehensive (Loss) Income, Net of Tax, Portion Attributable to Parent | $ (78,251) | $ 68,367 | $ (105,870) | $ 64,928 | |||||||||
[1] | 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. | ||||||||||||
[2] | The amortization (gain) of defined benefit pension items is reported in the Interest income and miscellaneous expense line of our Consolidated Statements of Income. |
Loans Receivable (Details)
Loans Receivable (Details) € in Thousands, $ in Thousands | 12 Months Ended | |||||
Mar. 31, 2017EUR (€) | Sep. 30, 2020USD ($) | Sep. 30, 2020EUR (€) | Mar. 31, 2020USD ($) | Mar. 31, 2020EUR (€) | Oct. 31, 2019EUR (€) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Investments | $ 4,955 | |||||
Line of Credit Provide | 11,000 | |||||
Loan Agreement Max Borrowing Amount Dutch Linen Sale | € | € 15,000 | |||||
Financing Receivable [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Loans Receivable, Net | 9,864 | $ 7,084 | ||||
Loans Receivable [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Interest Rate Period | 15 years | |||||
Other Receivables | $ 8,545 | € 7,300 | $ 8,072 | € 7,300 | € 7,300 | |
Years 1-4, 4% Int Rate [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Interest rate on loan receivable | 4.00% | 4.00% | ||||
Years 5-6,8% Int Rate [Member] [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Interest rate on loan receivable | 8.00% | |||||
Loan Rate 4% [Member] [Domain] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Interest rate on loan receivable | 4.00% | 4.00% | ||||
Years 5-15, 12% Int Rate [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Interest rate on loan receivable | 12.00% |
Restructuring (Details)
Restructuring (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)plan | Sep. 30, 2019USD ($) | ||
Restructuring and Related Cost, Expected Number of Positions Eliminated | plan | 200 | ||||
Restructuring Charges | [1] | $ (76) | $ 636 | $ 90 | $ 2,943 |
Restructuring Costs | (76) | (274) | 90 | 1,115 | |
Restructuring Costs LTD Since Plan Inception | 43,941 | ||||
Restructuring Costs | (76) | (274) | 90 | 1,115 | |
Restructuring Charges | [1] | $ (76) | $ 636 | $ 90 | $ 2,943 |
Restructuring and Related Activities Disclosure [Text Block] | Restructuring Fiscal 2019 Restructuring Plan. During the third quarter of fiscal 2019, we adopted and announced a targeted restructuring plan (the "Fiscal 2019 Restructuring Plan"), which included the closure of two manufacturing facilities, one in Brazil and one in England, as well as other actions including the rationalization of certain products. Fewer than 200 positions were eliminated. The Company relocated the production of certain impacted products to other existing manufacturing operations during fiscal 2020. These restructuring actions were designed to enhance profitability and improve efficiency. Since inception of the Fiscal 2019 Restructuring Plan we have incurred pre-tax expenses totaling $43,941 related to these restructuring actions, of which $31,750 was recorded as restructuring expenses and $12,191 was recorded in cost of revenues, with a total of $34,116, $7,474 and $668 related to the Healthcare, Applied Sterilization Technologies and Life Sciences segments, respectively. Corporate related restructuring charges were $1,683. Additional restructuring expenses related to this plan are not expected to be material to our results of operations. Liabilities related to restructuring activities are recorded as current liabilities on the accompanying Consolidated Balance Sheets within “Accrued payroll and other related liabilities” and “Accrued expenses and other.” The remaining liability balances at September 30, 2020 and March 31, 2020 are not material. | ||||
Operating Income (Loss) [Member] | |||||
Restructuring Costs | $ 31,750 | ||||
Restructuring Costs | 31,750 | ||||
Cost of Sales [Member] | |||||
Restructuring Costs | 12,191 | ||||
Restructuring Costs | 12,191 | ||||
Corporate, Non-Segment [Member] | |||||
Restructuring Costs | 1,683 | ||||
Restructuring Costs | 1,683 | ||||
Applied Sterilization Technologies [Member] | |||||
Restructuring Costs | 7,474 | ||||
Restructuring Costs | 7,474 | ||||
Life Science Member [Member] | |||||
Restructuring Costs | 668 | ||||
Restructuring Costs | 668 | ||||
Healthcare | |||||
Restructuring Costs | 34,116 | ||||
Restructuring Costs | $ 34,116 | ||||
[1] | For more information regarding our restructuring efforts refer to Note 2 titled, "Restructuring". |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2020USD ($) | |
Subsequent Events [Abstract] | |
Subsequent Event, Date | Oct. 2, 2020 |
Subsequent Event - Business Acquisition Purchase Price of Entity | $ 850,000 |
Subsequent Event - Purchase Price of Entity Net of Tax Benefits | 810,000 |
Subsequent Event - Unsecured Term Loan Credit Facility | $ 550,000 |
Subsequent Events | Subsequent Events On October 2, 2020, we entered into a purchase agreement to acquire all of the outstanding units and equity of Key Surgical, LLC ("Key Surgical"). Key Surgical is a portfolio company of Water Street Healthcare Partners, LLC and is a global provider of sterile processing, operating room and endoscopy consumable products serving hospitals and surgical facilities. Key Surgical is expected to be integrated into our Healthcare segment. We anticipate that the acquisition will be completed before December 31, 2020. The purchase price is $850,000 in cash, or approximately $810,000 net of tax benefits, and is subject to customary adjustments. We are not assumi ng any pre-existing debt, and intend to fund the purchase through a combination of debt and cash on hand. On October 2, 2020, we entered into a financing commitment with several lenders providing for the establishment of a new senior unsecured three year term loan credit facility to be effective upon closing of the acquisition in the amount of $550,000 to partially fund the acquisition. As a result of limited access to the information required to prepare the initial accounting, we are unable to provide the amounts that will be recognized at the acquisition date for the major classes of assets acquired and liabilities assumed, pre-existing contingencies, goodwill or other intangible assets at the time of this Form 10-Q filing. |
Subsequent Event [Line Items] | |
Subsequent Event - Business Acquisition Purchase Price of Entity | $ 850,000 |
Subsequent Event - Purchase Price of Entity Net of Tax Benefits | $ 810,000 |
Long-term Debt, Term | 3 years |
Subsequent Event - Unsecured Term Loan Credit Facility | $ 550,000 |
Subsequent Event, Date | Oct. 2, 2020 |