Edgar Filing: STERIS CORP

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Amendment No. 1 to Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-14643

LOGO

STERIS Corporation

(Exact name of registrant as specified in its charter)


Ohio		34-1482024
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

5960 Heisley Road, Mentor, Ohio		44060-1834
(Address of principal executive offices)		(Zip code)

440-354-2600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of common shares outstanding as of July 30, 2010: 59,571,275

This Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 of STERIS Corporation (the “Company”), originally filed with the Securities and Exchange Commission on August 9, 2010, reformats the “Matters Affecting Comparability” and “Results of Operations” portions, and adds a new “Non-GAAP Financial Measures” portion, of Management’s Discussion & Analysis contained in Item 2 of the previously filed Form 10-Q to present the reconciliation of GAAP and non-GAAP numbers and the discussion thereof in a different manner, adds related cross references and updates the dates of the certifications contained in Exhibits 31.1 and 31.2 of such Quarterly Report as of the filing date of this Amendment No. 1.

Except for the reformatted presentation of the reconciliations and discussion, cross references, and the referenced certification updates, this Amendment No. 1 to the Company’s Quarterly Report on Form10-Q/A does not change any of the previously filed information or results for the quarter, and does not update any disclosure from, or reflect any event occurring subsequent to August 9, 2010, which is the filing date of the Quarterly Report on Form 10-Q as originally filed.

STERIS Corporation and Subsidiaries

Form 10-Q

Index


		Page
Part I - Financial Information

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		4

Part II - Other Information

Item 6.	Exhibits		18

	Signature		19

PART 1 - FINANCIAL INFORMATION

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

In Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”), we explain the general financial condition and the results of operations for STERIS including:

•

what factors affect our business;

•

what our earnings and costs were in each period presented;

•

why those earnings and costs were different from prior periods;

•

where our earnings came from;

•

how this affects our overall financial condition;

•

what our expenditures for capital projects were; and

•

where cash will come from to fund future debt principal repayments, growth outside of core operations, repurchase common shares, pay cash dividends and fund future working capital needs.

As you read the MD&A, it may be helpful to refer to information in our consolidated financial statements, which present the results of our operations for the first quarter of fiscal 2011 and fiscal 2010. It may also be helpful to read the MD&A in our Annual Report on Form 10-K for the year ended March 31, 2010, filed with the SEC on May 28, 2010. In the MD&A, we analyze and explain the period-over-period changes in the specific line items in the Consolidated Statements of Income. Our analysis may be important to you in making decisions about your investments in STERIS.

Financial Measures

In the following sections of the MD&A, we may, at times, refer to financial measures that are not required to be presented in the consolidated financial statements under U.S. GAAP. We sometimes use the following financial measures in the context of this report: backlog; debt-to-total capital; net debt-to-total capital; and days sales outstanding. We define these financial measures as follows:

•

Backlog – We define backlog as the amount of unfilled capital equipment purchase orders at a point in time. We use this figure as a measure to assist in the projection of short-term financial results and inventory requirements.

•

Debt-to-total capital – We define debt-to-total capital as total debt divided by the sum of total debt and shareholders’ equity. We use this figure as a financial liquidity measure to gauge our ability to borrow and fund growth.

•

Net debt-to-total capital – We define net debt-to-total capital as total debt less cash (“net debt”) divided by the sum of net debt and shareholders’ equity. We also use this figure as a financial liquidity measure and to measure the risk of our financial structure.

•

Days sales outstanding (“DSO”) – We define DSO as the average collection period for accounts receivable. It is calculated as net accounts receivable divided by the trailing four quarters’ revenues, multiplied by 365 days. We use this figure to help gauge the quality of accounts receivable and expected time to collect.

Revenues – Defined

As required by Regulation S-X, we separately present revenues generated as either product revenues or service revenues on our Consolidated Statements of Operations for each period presented. When we discuss revenues, we may, at times, refer to revenues summarized differently than the Regulation S-X requirements. The terminology, definitions, and applications of terms that we use to describe revenues may be different from terms used by other companies. We use the following terms to describe revenues:

•

Revenues – Our revenues are presented net of sales returns and allowances.

•

Product Revenues – We define product revenues as revenues generated from sales of capital equipment, which includes steam sterilizers, low temperature liquid chemical sterilant processing systems, washing systems, VHP^® technology, water stills, and pure steam generators; integrated OR; surgical lights and tables; and the consumable family of products, which includes SYSTEM 1^® consumables, sterility assurance products, skin care products, and cleaning consumables.

•

Service Revenues – We define service revenues as revenues generated from parts and labor associated with the maintenance, repair, and installation of our capital equipment, as well as revenues generated from contract sterilization offered through our Isomedix segment.

•

Capital Revenues – We define capital revenues as revenues generated from sales of capital equipment, which includes steam sterilizers, low temperature liquid chemical sterilant processing systems, washing systems, VHP^® technology, water stills, and pure steam generators; surgical lights and tables; and integrated OR.

•

Consumable Revenues – We define consumable revenues as revenues generated from sales of the consumable family of products, which includes SYSTEM 1^® consumables, sterility assurance products, skin care products, and cleaning consumables.

•

Recurring Revenues – We define recurring revenues as revenues generated from sales of consumable products and service revenues.

•

Acquired Revenues – We define acquired revenues as base revenues generated from acquired businesses or assets and additional volumes driven through acquired businesses or assets. We will use such measure for up to a year after acquisition.

General Company Overview and Executive Summary

Our mission is to provide a healthier today and safer tomorrow through knowledgeable people and innovative infection prevention, decontamination and health science technologies, products, and services. Our dedicated employees around the world work together to supply a broad range of solutions by offering a combination of capital equipment, consumables, and services to healthcare, pharmaceutical, industrial, and governmental Customers.

The bulk of our revenues are derived from the healthcare and pharmaceutical industries. Much of the growth in these industries is driven by the aging of the population throughout the world, as an increasing number of individuals are entering their prime healthcare consumption years, and is dependent upon advancement in healthcare delivery, acceptance of new technologies, government policies, and general economic conditions. In addition, each of our core industries is experiencing specific trends that could increase demand. Within healthcare, there is increased concern regarding the level of hospital-acquired infections around the world. The pharmaceutical industry has been impacted by increased FDA scrutiny of cleaning and validation processes, mandating that manufacturers improve their processes. In the contract sterilization industry, the aging population increases the demand for medical procedures, which increases the consumption of single use medical devices and surgical kits.

Beyond our core markets, infection-control issues are becoming a global concern, and emerging threats are prominent in the news. We are actively pursuing new opportunities to adapt our proven technologies to meet the changing needs of the global marketplace.

During the first quarter of fiscal 2011, we recorded a pre-tax liability related to the SYSTEM 1 Rebate Program. The Rebate Program reduced Healthcare revenues by $102.3 million, increased Healthcare cost of revenues by $7.7 million, decreased gross margin and operating margin by $110.0 million, decreased net income by $73.0 million and reduced earnings per diluted share by $1.22. The accrual of these estimated rebates and costs increased current liabilities by $110.0 million and did not impact free cash flow during the period.

Revenues for the first quarter of fiscal 2011 were $189.0 million and gross margin percentage for the period was 9.6%. Excluding the impact of the Rebate Program, fiscal 2011 first quarter revenues were $291.3 million compared to $283.5 million in the first quarter of fiscal 2010, representing an increase of $7.8 million, or 2.7%, driven by increases in all business segments (see subsection of MD&A titled “Non-GAAP Financial Measures” for additional information and related reconciliation of non-GAAP financial measures to the most comparable GAAP measures). Excluding the impact of the Rebate Program, our adjusted gross margin percentage for the first quarter of fiscal 2011 was 44% (see subsection of MD&A titled “Non-GAAP Financial Measures” for additional information and related reconciliation of non-GAAP financial measures to the most comparable GAAP measures), the same as in the first quarter of the prior fiscal year, reflecting the impact of price increases and efficiencies, offset by lower SYSTEM 1 consumable volume and unfavorable changes in foreign exchange.

Free cash flow was $17.3 million in the first quarter of fiscal 2011 compared to $24.4 million in the prior year first quarter due to changes in operating assets and liabilities and higher capital spending levels. Our debt-to-total capital ratio was 23.2% at June 30, 2010 and 21.8% at March 31, 2010. During the first quarter of fiscal 2011, we declared and paid quarterly cash dividends of $0.11 per common share.

Additional information regarding our fiscal 2011 first quarter financial performance is included in the subsection below titled “Results of Operations.”

Matters Affecting Comparability

SYSTEM 1 Rebate Program. In April 2010, we introduced the SYSTEM 1 Rebate Program to Customers as a component of our Transition Plan for SYSTEM 1. Generally, U.S. Customers that purchased SYSTEM 1 processors directly from us or who are current users of SYSTEM 1 and who return their units will have the option of either a pro-rated cash value or rebate toward the future purchase of new STERIS capital equipment or consumable products. In addition, we will provide credits for SYSTEM 1 consumables in unbroken packaging and within shelf life and for the unused portion of prepaid SYSTEM 1 services contracts.

During the first quarter of fiscal 2011, we recorded a pre-tax liability related to the SYSTEM 1 Rebate Program. Of the $110.0 million recorded, $102.3 million is attributable to the Customer Rebate portion of the Program and was recorded as a reduction to revenue, and $7.7 million is attributable to the disposal liability of the SYSTEM 1 units to be returned and was recorded in cost of revenues.

Restructuring. During the first quarter of fiscal 2011, we did not incur any significant additional expenses related to previously announced restructuring actions.

Additional information regarding our restructuring actions is included in our Annual Report on Form 10-K for the year ended March 31, 2010, filed with the SEC on May 28, 2010.

International Operations. Since we conduct operations outside of the United States using various foreign currencies, our operating results are impacted by foreign currency movements relative to the U.S. dollar. During the first quarter of fiscal 2011, our revenues were favorably impacted by $0.9 million, or 0.5%, and income before taxes was favorably impacted by $1.9 million, or 3.0%, as a result of foreign currency movements relative to the U.S. dollar.

Non-GAAP Financial Measures

We, at times, refer to financial measures which are considered to be “non-GAAP financial measures” under SEC rules. We, may refer to our results of operations excluding certain transactions or amounts that are non-recurring or are not indicative of future results, in order to provide meaningful comparisons between the periods presented.

These non-GAAP financial measures are not intended to be, and should not be, considered separately from or as an alternative to the most directly comparable GAAP financial measures.

These non-GAAP financial measures are presented with the intent of providing greater transparency to supplemental financial information used by management and the Board of Directors in their financial analysis and operational decision-making. These amounts are disclosed so that the reader has the same financial data that management uses with the belief that it will assist investors and other readers in making comparisons to our historical operating results and analyzing the underlying performance of our operations for the periods presented.

We believe that the presentation of these non-GAAP financial measures, when considered along with our GAAP financial measures and the reconciliation to the corresponding GAAP financial measures, provide the reader with a more complete understanding of the factors and trends affecting our business than could be obtained absent this disclosure. It is important for the reader to note that the non-GAAP financial measure used may be calculated differently from, and therefore may not be comparable to, a similarly titled measure used by other companies.

We define free cash flow as net cash flows provided by operating activities as presented in the Consolidated Statements of Cash Flows less purchases of property, plant, equipment, and intangibles plus proceeds from the sale of property, plant, equipment, and intangibles, which are also presented in the Consolidated Statements of Cash Flows. We use this as a measure to gauge our ability to fund future debt principal repayments, growth outside of core operations, repurchase common shares, and pay cash dividends. The following table summarizes the calculations of our free cash flow for the three months ended June 30, 2010 and 2009:


	Three Months Ended
	June 30,
(dollars in thousands)	2010			2009
Net cash flows provided by operating activities	$	29,694		$	32,620
Purchases of property, plant, equipment and intangibles, net		(12,411	)		(8,355	)
Proceeds from the sale of property, plant, equipment and intangibles		3			175

Free cash flow	$	17,286		$	24,440

To supplement our financial results presented in accordance with U.S. GAAP, we have sometimes referred to certain measures of revenues, gross profit, and the Healthcare segment results of operations in the section of MD&A titled, “Results of Operations” excluding the impact of the SYSTEM 1 Rebate Program. We provide adjusted measures to give the reader a

more complete understanding of the factors and trends affecting our business than could be obtained absent this disclosure. These measures are used by management and the Board of Directors in making comparisons to our historical operating results and analyzing the underlying performance of our operations. The tables below provide a reconciliation of each of these measures to its most directly comparable GAAP financial measure.


(dollars in thousands)	Three months ended June 30, 2010
Reported revenues	$	188,980
Impact of the SYSTEM 1 Rebate Program		102,313

Adjusted revenues	$	291,293

Reported capital revenues	$	939
Impact of the SYSTEM 1 Rebate Program		102,313

Adjusted capital revenues	$	103,252

Reported United States revenues	$	123,775
Impact of the SYSTEM 1 Rebate Program		102,313

Adjusted United States Revenues	$	226,088

Reported Healthcare revenues	$	103,766
Impact of the SYSTEM 1 Rebate Program		102,313

Adjusted Healthcare revenues	$	206,079

Reported gross profit	$	18,066
Impact of the SYSTEM 1 Rebate Program		110,004

Adjusted gross profit	$	128,070

Reported gross profit percentage		9.6	%
Impact of the SYSTEM 1 Rebate Program		34.4	%

Adjusted gross profit percentage		44.0	%

Reported Healthcare operating income	$	(77,912	)
Impact of the SYSTEM 1 Rebate Program		110,004

Adjusted Healthcare operating income	$	32,092

Results of Operations

In the following subsections, we discuss our earnings and the factors affecting them for the first quarter of fiscal 2011 compared with the first quarter of fiscal 2010. We begin with a general overview of our operating results and then separately discuss earnings for our operating segments.

Revenues. The following table compares our revenues for the three months ended June 30, 2010 to the three months ended June 30, 2009:


	Three Months Ended
	June 30,							Percent
(dollars in thousands)	2010		2009		Change			Change
Total Revenues	$	188,980	$	283,543	$	(94,563	)		(33.4	)%
Revenues by type:
Capital Revenues		939		92,703		(91,764	)		(99.0	)%
Consumable Revenues		76,333		80,797	$	(4,464	)		(5.5	)%
Service Revenues		111,708		110,043	$	1,665			1.5	%
Revenue by geography:
United States		123,775		223,806		(100,031	)		(44.7	)%
International		65,205		59,767		5,438			9.1	%

Revenues decreased $94.6 million, or 33.4%, to $189.0 million for the quarter ended June 30, 2010, as compared to $283.5 million for the same prior year quarter. The decline reflects the $102.3 million negative impact of the Rebate Program. Adjusted revenues, excluding the impact of the Rebate Program, increased $7.8 million, or 2.7%, to $291.3 million for the quarter ended June 30, 2010 (see subsection of MD&A titled “Non-GAAP Financial Measures” for additional information and related reconciliation of non-GAAP financial measures to the most comparable GAAP measures). Capital revenues decreased $91.8 million or 99.0%. The decline reflects the $102.3 million negative impact of the Rebate Program. Adjusted capital revenues increased $10.5 million in the first quarter of fiscal 2011 (see subsection of MD&A titled “Non-GAAP Financial Measures” for additional information and related reconciliation of non-GAAP financial measures to the most comparable GAAP measures), primarily driven by higher demand in North America from Healthcare Customers. Service revenues increased $1.7 million in the first quarter of fiscal 2011 primarily due to an increase in the Isomedix segment, although these increases were partially offset by a decrease within the Healthcare business segment. Consumable revenues decreased $4.5 million for the quarter ended June 30, 2010, primarily driven by decreases within the Healthcare segment attributable to reductions in SYSTEM 1 consumables and lower H1N1 product sales as compared to the prior year quarter.

International revenues increased $5.5 million, or 9.2%, to $65.2 million for the quarter ended June 30, 2010, as compared to $59.7 million for the same prior year quarter. International revenues were favorably affected by increases in capital equipment revenues, which increased 14.4% primarily due to an increase in Healthcare revenues within Latin America. International recurring revenues increased during the first quarter of fiscal 2011 by 4.7%, reflecting an increase of 9.4% in service revenues.

United States revenues decreased $100.0 million, or 44.7%, to $123.8 million for the quarter ended June 30, 2010, as compared to $223.8 million in the same prior year quarter. The decline reflects the $102.3 million negative impact of the Rebate Program. Adjusted United States revenues increased $2.3 million, or 1.0%, to $226.1 million for the quarter ended June 30, 2010 (see subsection of MD&A titled “Non-GAAP Financial Measures” for additional information and related reconciliation of non-GAAP financial measures to the most comparable GAAP measures). The increase in adjusted United States revenues was primarily driven by an increase in Healthcare capital equipment revenues (excluding the impact of the Rebate Program) partially offset by a 23.9% decrease in Life Sciences capital equipment revenues. United States recurring revenues decreased 2.7% for the first quarter of fiscal 2011, and reflect a decrease of 7.1% in consumable revenues. The decline is primarily attributable to the decrease in SYSTEM 1 consumables.

Revenues by segment are further discussed in the section of MD&A titled, “Business Segment Results of Operations.”

Gross Profit. The following table compares our gross profit for the three months ended June 30, 2010 to the three months ended June 30, 2009:


	Three Months Ended
	June 30,									Percent
(dollars in thousands)	2010			2009			Change			Change
Gross Profit:
Product	$	(29,304	)	$	79,223		$	(108,527	)		(137.0	)%
Service		47,370			45,613			1,757			3.9	%

Total Gross Profit	$	18,066		$	124,836		$	(106,770	)		(85.5	)%

Gross Profit Percentage:
Product		(37.9	)%		45.7	%
Service		42.4	%		41.5	%

Total Gross Profit Percentage		9.6	%		44.0	%

Our gross profit is affected by the volume, pricing, and mix of sales of our products and services, as well as the costs associated with the products and services that are sold. Gross profit percentage for the first quarter of fiscal 2011 amounted to 9.6% compared to 44.0% in the first quarter of fiscal 2010. The most significant driver of this decline is the $110.0 million negative impact of the Rebate Program. Adjusted gross profit percentage amounted to 44.0% in the quarter and was flat compared with the prior year (see subsection of MD&A titled “Non-GAAP Financial Measures” for additional information and related reconciliation of non-GAAP financial measures to the most comparable GAAP measures). Reductions in SYSTEM 1 consumables volume along with a negative foreign currency impact were offset by productivity improvements and favorable product mix within the Life Sciences and Isomedix segments.

Operating Expenses. The following table compares our operating expenses for the three months ended June 30, 2010 to the three months ended June 30, 2009:


	June 30,								Percent
(dollars in thousands)	2010		2009			Change			Change
Operating Expenses:
Selling, General, and Administrative	$	72,117	$	74,605		$	(2,488	)		(3.3	)%
Research and Development		8,609		7,580			1,029			13.6	%
Restructuring Expenses		341		(211	)		552			NM

Total Operating Expenses	$	81,067	$	81,974		$	(907	)		(1.1	)%

NM - Not meaningful.

Significant components of total selling, general, and administrative expenses (“SG&A”) are compensation and benefit costs, fees for professional services, travel and entertainment, facilities costs, and other general and administrative expenses. The decrease in SG&A expense in the first quarter of fiscal 2011 reflects the benefit of cost reduction actions previously implemented as well as improved operating efficiencies.

Research and development expenses are influenced by the number and timing of in-process projects and labor hours and other costs associated with these projects. Our research and development initiatives continue to emphasize new product development, product improvements, and the development of new technological platform innovations. During the first quarter of fiscal 2011, our investments in research and development continued to be focused on, but were not limited to, enhancing capabilities of sterile processing combination technologies, surgical tables and accessories, and the areas of emerging infectious agents such as Prions and Nanobacteria.

In the first quarters of 2011 and 2010, we did not incur any significant additional expenses related to our previously announced restructuring plans, and we settled certain obligations for less than originally expected. The following tables summarize our total pre-tax restructuring expenses for the first quarter of fiscal 2011 and fiscal 2010:


	Fiscal 2010
(dollars in thousands) Three Months Ended June 30, 2010	Restructuring Plan (1)
Severance, payroll, and other related costs	$	(17	)
Asset impairment and accelerated depreciation		356
Other		7

Total restructuring charges	$	346

(1)	Includes $5 in charges recorded in cost of revenues on Consolidated Statements of Operations.


	Fiscal 2009
(dollars in thousands) Three Months Ended June 30, 2009	Restructuring Plan (1)
Severance, payroll, and other related costs	$	(46	)
Product rationalization		(233	)
Other		13

Total restructuring charges	$	(266	)

(1)	Includes $(55) in charges recorded in cost of revenues on Consolidated Statements 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 following table summarizes our liabilities related to these restructuring activities:


	Fiscal 2010 Restructuring Plan
			Fiscal 2011
(dollars in thousands)	March 31, 2010		Provision			Payments/ Impairments			June 30, 2010
Severance and termination benefits	$	1,894	$	(17	)	$	(246	)	$	1,631
Asset impairments		—		356			(356	)		—
Lease termination obligations		1,200		—			—			1,200
Other		509		7			(44	)		472

Total	$	3,603	$	346		$	(646	)	$	3,303


	Fiscal 2008 Restructuring Plan
			Fiscal 2011
(dollars in thousands)	March 31, 2010		Provision			Payments/ Impairments			June 30, 2010
Severance and termination benefits	$	102	$	—		$	(70	)	$	32
Asset impairments		289		—			—			289
Lease termination obligations		411		—			(76	)		335

Total	$	802	$	—		$	(146	)	$	656

Non-Operating Expenses, Net. Non-operating expense (income), net consists of interest expense on debt, offset by interest earned on cash, cash equivalents, short-term investment balances, and other miscellaneous income. The following table compares our net non-operating expense for the three months ended June 30, 2010 and 2009:


	Three Months Ended
	June 30,
(dollars in thousands)	2010			2009			Change
Non-Operating Expenses, Net:
Interest Expense	$	3,007		$	3,083		$	(76	)
Interest and Miscellaneous Income		(162	)		(218	)		56

Non-Operating Expenses, Net	$	2,845		$	2,865		$	(20	)

Interest expense decreased $0.1 million during the first three months of fiscal 2011, as compared to the same prior year period as a result of higher capitalized interest. Interest and miscellaneous income decreased $0.1 million during the first three months of fiscal 2011 compared with the same prior year period.

Income Tax Expense. The following table compares our income tax expense and effective income tax rates for operations, excluding the impact of the Rebate Program, for the three months ended June 30, 2010 to the three months ended June 30, 2009:


	Three Months Ended June 30,									Percent
(dollars in thousands)	2010			2009			Change			Change
Income Tax Expense	$	(20,636	)	$	14,455		$	(35,091	)		(242.8	)%
Effective Income Tax Rate		31.3	%		36.1	%

Income tax expense includes United States federal, state and local, and foreign income taxes, and is based on reported pre-tax income. The effective income tax rates for the three-month periods ended June 30, 2010 and 2009 were 31.3% and 36.1%, respectively. Because the accrual established during the three month period ended June 30, 2010 in connection with the Rebate Program was incurred in the United States at a higher effective tax rate, a higher portion of the projected income before income taxes will be subject to taxes in jurisdictions with lower tax rates. In addition, we benefited from the settlement of certain tax years under examination in the United States during the three-month period ended June 30, 2009 and favorable changes in our valuation allowance.

We record income tax expense during interim periods based on our estimate of the annual effective income tax rate, adjusted each quarter for discrete items. We analyze various factors to determine the estimated annual effective income tax rate, 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 carryforwards, and available tax planning alternatives.

Business Segment Results of Operations. We operate in three reportable business segments: Healthcare, Life Sciences, and Isomedix. “Corporate and other,” which is presented separately, contains the Defense and Industrial business unit plus costs that are associated with being a publicly traded company and certain other corporate costs. These costs include executive office costs, Board of Directors compensation, shareholder services and investor relations, external audit fees, and legacy pension and post-retirement benefit costs. Our Annual Report on Form 10-K for the year ended March 31, 2010, filed with the SEC on May 28, 2010, provides additional information regarding each business segment. The following table compares business segment revenues for the three months ended June 30, 2010 to the three months ended June 30, 2009:


	Three Months Ended June 30,							Percent
(dollars in thousands)	2010		2009		Change			Change
Revenues:
Healthcare	$	103,766	$	200,604	$	(96,838	)		(48.3	%)
Life Sciences		46,614		46,116		498			1.1	%
Isomedix		37,676		35,407		2,269			6.4	%

Total reportable segments		188,056		282,127		(94,071	)		(33.3	%)
Corporate and other		924		1,416		(492	)		(34.7	%)

Total Revenues	$	188,980	$	283,543	$	(94,563	)		(33.4	)%

Healthcare revenues decreased $96.8 million, or 48.3%, to $103.8 million for the quarter ended June 30, 2010, as compared to $200.6 million for the same prior year quarter. The primary driver of the decline was the $102.3 million negative impact of the Rebate Program. Adjusted Healthcare revenues increased $5.5 million, or 2.7%, to $206.1 million for the quarter ended June 30, 2010 (see subsection of MD&A titled “Non-GAAP Financial Measures” for additional information and related reconciliation of non-GAAP financial measures to the most comparable GAAP measures), as compared to $200.6 million for the same prior year quarter. The increase in adjusted Healthcare revenues was due to an increase in capital equipment revenues (excluding the impact of the Rebate Program) primarily because of higher demand for our products in North America and Latin America. This increase was partially offset by declines in revenues from consumables and service of 9.4% and 1.4%, respectively. Consumable revenues decreased in all geographies, although the primary driver was lower demand in the United States for SYSTEM 1 consumables and lower H1N1 product related sales. At June 30, 2010, the Healthcare segment’s backlog amounted to $134.2 million, increasing $6.4 million, or 5.0%, compared to the backlog of $127.8 million at March 31, 2010 and increasing $1.8 million, or 1.4%, compared to the backlog of $132.4 million at June 30, 2009. The increase is driven by demand for new products.

Life Sciences revenues increased $0.5 million, or 1.1%, to $46.6 million for the quarter ended June 30, 2010, as compared to $46.1 million for the same prior year quarter. The increase in Life Sciences revenues was driven by increases of 12.7% and 4.1% in consumables and service revenues, respectively. The decline in capital equipment revenues occurred primarily in North America, which continues to be impacted by consolidations within the industry limiting the order levels from our pharmaceutical Customers. At June 30, 2010, the Life Sciences segment’s backlog amounted to $37.9 million, decreasing $3.9 million, or 9.3% compared to the backlog of $41.8 million at March 31, 2010 and decreasing $8.3 million, or 18.0%, compared to the backlog of $46.3 million at June 30, 2009.

Isomedix revenues increased $2.3 million, or 6.4%, to $37.7 million for the quarter ended June 30, 2010, as compared to $35.4 million for the same prior year quarter. Revenues were favorably impacted by increased demand from our medical device Customers.

The following table compares our business segment operating results for the three months ended June 30, 2010 to the three months ended June 30, 2009:


	Three Months Ended June 30,									Percent
(dollars in thousands)	2010			2009			Change			Change
Operating Income (Loss):
Healthcare	$	(77,912	)	$	32,102		$	(110,014	)		(342.7	)%
Life Sciences		6,295			4,779			1,516			31.7	%
Isomedix		10,584			8,339			2,245			26.9	%

Total reportable segments		(61,033	)		45,220			(106,253	)		(235.0	)%
Corporate and other		(1,968	)		(2,358	)		390			16.5	%

Total Operating Income (Loss)	$	(63,001	)	$	42,862		$	(105,863	)		(247.0	)%

Segment operating income is calculated as the segment’s gross profit less direct expenses and indirect cost allocations, which results in the full allocation of all distribution and research and development expenses, and the partial allocation of corporate costs. Corporate cost allocations are based on each segment’s percentage of revenues, headcount, or other variables in relation to those of the total Company. In addition, the Healthcare segment is responsible for the management of all but one manufacturing facility and uses standard cost to sell products to the Life Sciences segment. “Corporate and other” includes the gross profit and direct expenses of the Defense and Industrial business unit, as well as

certain unallocated corporate costs related to being a publicly traded company and legacy pension and post-retirement benefits, as previously discussed.

The Healthcare segment’s operating loss was $77.9 million for the first quarter of fiscal 2011 compared to $32.1 million for the first quarter of fiscal 2010. The loss is attributable to the $110.0 million negative impact of the Rebate Program. Adjusted Healthcare operating income was $32.1 for the three months ended June 30, 2010 (see subsection of MD&A titled “Non-GAAP Financial Measures” for additional information and related reconciliation of non-GAAP financial measures to the most comparable GAAP measures). Adjusted operating income was flat compared with the prior year. The segment’s operating margin, excluding the impact of the Rebate Program, declined relative to the prior year period primarily due to reductions in SYSTEM 1 consumables volume.

The Life Sciences segment’s operating income increased to $6.3 million for the quarter ended June 30, 2010 from $4.8 million for the quarter ended June 30, 2009. The segment’s operating margins were 13.5% and 10.4% for the quarters ended June 30, 2010 and 2009, respectively. The improvement in operating performance was primarily driven by product mix and efficiency initiatives.

The Isomedix segment’s operating income increased $2.2 million, or 26.9%, to $10.6 million for the first quarter of fiscal 2011 as compared to $8.3 million for the same prior year period. The segment’s operating margins were 28.1% and 23.6% for the quarters ended June 30, 2010 and 2009, respectively, due to increased revenues.

Liquidity and Capital Resources

The following table summarizes significant components of our cash flows for the three months ended June 30, 2010 and 2009:


	Three Months Ended
	June 30,
(dollars in thousands)	2010			2009
Operating activities:
Net (loss) income	$	(45,210	)	$	25,542
Non-cash items		(28,463	)		11,568
Change in Accrued SYSTEM 1 Rebate Program		110,004			—
Changes in operating assets and liabilities		(6,637	)		(4,490	)

Net cash provided by operating activities	$	29,694		$	32,620

Investing activities:
Purchases of property, plant, equipment, and intangibles, net	$	(12,411	)	$	(8,355	)
Proceeds from the sale of property, plant, equipment, and intangibles		3			175

Net cash used in investing activities	$	(12,408	)	$	(8,180	)

Financing activities:
Cash dividends paid to common shareholders	$	(6,546	)	$	(6,441	)
Stock option and other equity transactions, net		2,226			152
Tax benefit from stock options exercised		659			47

Net cash used in financing activities	$	(3,661	)	$	(6,242	)

Debt-to-total capital ratio		23.2	%		21.6	%
Free cash flow	$	17,286		$	24,440

Net Cash Provided by Operating Activities. The net cash provided by our operating activities was $29.7 million for the first three months of fiscal 2011 compared to $32.6 million for the first three months of fiscal 2010. The following discussion summarizes the significant changes in our operating cash flows:

•

Non-cash items - Our non-cash items include depreciation, depletion and amortization, share-based compensation expense, changes in deferred income taxes, and other items. Changes in our non-cash items used cash of $28.5 million for the first three months of fiscal 2011 and provided cash of $11.6 million for the first three months of fiscal 2010. Significant changes in these items for the first quarter of fiscal 2011 as compared to the same prior year period are summarized below:

•

Depreciation, depletion, and amortization - Depreciation, depletion, and amortization is a significant component of non-cash items. This expense totaled $13.0 million and $13.9 million for the first three months of fiscal 2011 and fiscal 2010, respectively.

•

Deferred income taxes - Our deferred income tax benefit was $44.5 million for the first three months of fiscal 2011, compared with a deferred income tax benefit of $4.4 million for the first three months of fiscal 2010. The increase is attributable to the recognition of a deferred tax asset in connection with the recording of the SYSTEM 1 Rebate Program accrual.

•

Share-based compensation expense - We recorded share-based compensation expense of $3.9 million and $2.0 million for the first three months of fiscal 2011 and fiscal 2010, respectively.

•

Changes in operating assets and liabilities - Changes to our operating assets and liabilities, including the change in Accrued System 1 Rebate Program, provided cash of $103.4 million and used cash of $4.5 million during the first quarters of fiscal 2011 and fiscal 2010, respectively.

•

Accounts receivable, net - Changes in our net accounts receivable balances provided cash of $25.8 million and $38.3 million during the first three months of fiscal 2011 and fiscal 2010, respectively. Our accounts receivable balances may change from period to period due to the timing of revenues and Customer payments.

•

Inventories, net - Increases in our net inventory balances drove uses of cash of $14.2 million and $1.9 million during the first three months of fiscal 2011 and fiscal 2010, respectively. The increase resulted from a higher level of inventory due to higher production volume levels and new product inventory.

•

Other current assets - Our other current assets primarily consist of prepaid expenses for insurance, taxes, and other general corporate items. Changes in other current asset balances provided cash of $3.0 million and $5.5 million during the first three months of fiscal 2011 and 2010, respectively.

•

Accounts payable - Decreases in our accounts payable balances drove uses of cash of $1.1 million and $18.5 million during the first three months of fiscal 2011 and fiscal 2010, respectively. Cash flows related to accounts payable may change from period to period due to varying payment due dates and other terms of our accounts payable obligations.

•

Accrued SYSTEM 1 Rebate Program - The increase results from the establishment of the accrual of $110.0 million for liabilities resulting from the SYSTEM 1 Rebate Program.

•

Accruals and other, net - Changes in our net accruals and other liabilities balances used cash of $20.1 million and $27.8 million during the first three months of fiscal 2011 and fiscal 2010, respectively. Cash flows related to our accruals and other liabilities balances may change from period to period primarily due to the timing of accruals and payments under our incentive compensation programs. Accruals under our various incentive compensation programs rise during the course of the fiscal year and decline significantly in the first fiscal quarter as payments are made under these programs. Changes in accruals for deferred revenues also contribute to the increase or decrease in these balances.

Net Cash Used In Investing Activities - The net cash we used in investing activities totaled $12.4 million for the first three months of fiscal 2011 compared with $8.2 million for the first three months of fiscal 2010. The following discussion summarizes the significant changes in our investing cash flows for the first three months of fiscal 2011 and fiscal 2010:

•

Purchases of property, plant, equipment, and intangibles, net - Capital expenditures increased $4.0 million to $12.4 million during the first three months of fiscal 2011 as compared to $8.4 million during the same prior year period. Radioisotope purchases were higher during the first three months of fiscal 2011 in comparison to fiscal 2010.

Net Cash Used In Financing Activities - The net cash used in financing activities amounted to $3.7 million for the first three months of fiscal 2011 compared with net cash used in financing activities of $6.2 million for the first three months of fiscal 2010. The following discussion summarizes the significant changes in our financing cash flows for the first three months of fiscal 2011 and fiscal 2010:

•

Repurchases of common shares - The Company’s Board of Directors has provided authorization to repurchase the Company’s common shares. During the first three months of fiscal 2011 and fiscal 2010, we did not repurchase any common shares.

•

Cash dividends paid to common shareholders - During the first three months of fiscal 2011, we paid total cash dividends of $6.5 million, or $0.11 per outstanding common share. During the first three months of fiscal 2010, we paid total cash dividends of $6.4 million, or $0.11 per outstanding common share.

•

Stock option and other equity transactions, net - We receive cash for issuing common shares under our various employee stock compensation programs. During the first three months of fiscal 2011 and fiscal 2010, we received cash proceeds totaling $2.2 million and $0.2 million, respectively, under these programs.

•

Tax benefit from stock options exercised - During the first three months of fiscal 2011, our income taxes were reduced by $0.7 million as a result of deductions allowed for stock options exercised. The reduction in the fiscal 2010 comparable period was less than $0.1 million.

Cash Flow Measures. Free cash flow was $17.3 million in the first quarter of fiscal 2011 compared to $24.4 million in the prior year first quarter due to changes in operating assets and liabilities and higher capital spending levels. Our debt-to-total capital ratio was 23.2% at June 30, 2010 and 21.8% at March 31, 2010.

Sources of Credit and Contractual and Commercial Commitments. Information related to our sources of credit and contractual and commercial commitments is included in our Annual Report on Form 10-K for the year ended March 31, 2010, filed with the SEC on May 28, 2010. Our commercial commitments were approximately $39.4 million at June 30, 2010 reflecting a net increase of $2.7 million in surety bonds and other commercial commitments from March 31, 2010. In conjunction with facility consolidation projects, we have entered into commitments aggregating approximately $8.1 million with general contractors as of June 30, 2010. These obligations are comprised principally of construction contracts and are generally due within 24 months. The related construction costs are incurred and financed through operating cash flow. The maximum aggregate borrowing limits under our revolving credit facility (“Facility”) have not changed since March 31, 2010. At June 30, 2010, there was $375.8 million available under the Facility for borrowing. The maximum aggregate borrowing limit of $400.0 million under the Facility is reduced by outstanding borrowings and letters of credit issued under a sub-limit within the Facility ($24.2 million at June 30, 2010).

Cash Requirements. Currently, we intend to use our existing cash and cash equivalent balances, cash generated from operations, and our existing credit facilities for short-term and long-term capital expenditures and our other liquidity needs. We believe that these amounts will be sufficient to meet working capital needs, capital requirements, and commitments for at least the next twelve months. However, our capital requirements will depend on many uncertain factors, including our rate of sales growth, our Customers’ acceptance of our products and services, the costs of obtaining adequate manufacturing capacities, the timing and extent of our research and development projects, and changes in our operating expenses. To the extent that our existing sources of cash are not sufficient to fund our future activities, we may need to raise additional funds through additional borrowings or selling equity securities. We cannot assure you that we will be able to obtain additional funds on terms favorable to us, or at all.

Critical Accounting Policies, Estimates, and Assumptions

Information related to our critical accounting policies, estimates, and assumptions is included in our Annual Report on Form 10-K for the year ended March 31, 2010, filed with the SEC on May 28, 2010. Our critical accounting policies, estimates, and assumptions have not changed materially from March 31, 2010.

SYSTEM 1 Rebate Program

In April 2010, we introduced the Rebate Program to Customers as a component of our transition plan for SYSTEM 1. Generally, U.S. Customers that purchased SYSTEM 1 processors directly from us or who are current users of SYSTEM 1 and who return their units have the option of either a pro-rated cash value or rebate toward the future purchase of new STERIS capital equipment or consumable products. In addition, we will provide credits for SYSTEM 1 consumables in unbroken packaging and within shelf life and for the unused portion of prepaid SYSTEM 1 service contracts.

Recording the obligations associated with the Rebate Program requires the use of estimates and assumptions. The use of estimates and assumptions involves judgments with respect to factors that may impact the ultimate outcome and may be beyond management’s control. The amount recognized during the first quarter of fiscal 2011 is based upon the quantity of SYSTEM 1 processors eligible for rebates and the estimated value of rebates to be provided upon their return. Rebates of $102.3 million are recognized as contra-revenue consistent with other returns and allowances offered to Customers. The estimated cost of $7.7 million to facilitate the disposal of the processors has been recognized as cost of revenues. Both components are recorded as current liabilities. No rebate obligations were settled during the three months ended June 30, 2010. The key assumptions involved in the estimates associated with the Rebate Program include: the number and age of

SYSTEM 1 processors eligible for rebates under the program, the number of Customers that will elect to participate in the Rebate Program, the proportion of Customers that will choose each rebate option, and the estimated per unit costs of disposal.

The number and age of SYSTEM 1 processors has been estimated based on our historical sales and service records and we have assumed that 100% of these Customers will elect to participate in the Rebate Program. In order to estimate the portion of Customers that will choose each available rebate option, we first assessed recent trends in sales of the proprietary consumable products utilized in the SYSTEM 1 processor. The 19% decline in shipments during the approximately seven month period ended June 30, 2010 indicates that a portion of our Customers have already transitioned away from the SYSTEM 1 technology. The remaining 81%, provides the best available indication of the portion of Customers likely to elect the rebate for the SYSTEM 1E processor. Order and quote data from the fiscal 2011 first quarter provided indications of the proportion of Customers that are expected to choose each of the other cash and rebate allowance options. The per unit costs associated with disposal were estimated based on the service hours involved and quotes from our vendors which are based on current freight and disposal contracts.

Our assumptions regarding the response of our Customers to the Rebate Program could be wrong and actual results could be different from these estimates. For example, if all Customers elected the maximum incentive rebate associated with the SYSTEM 1E processor rebate, the total estimated rebate liability of $102.3 million would increase to approximately $111.0 million. Conversely, if all Customers elected the cash rebate option, the total estimated rebate liability would decrease to approximately $52.0 million.

Contingencies

We are involved in various patent, product liability, consumer, commercial, environmental, tax proceedings and claims, governmental investigations, and other legal and regulatory proceedings that arise from time to time in the course of our business. We record a liability for such contingencies to the extent that we conclude that their occurrence is both probable and estimable. We consider many factors in making these assessments, including the professional judgment of experienced members of management and our legal counsel. We have made estimates as to the likelihood of unfavorable outcomes and the amounts of such potential losses. In our opinion, the ultimate outcome of these proceedings and of claims that are probable and estimable is not anticipated to have a material adverse affect on our consolidated financial position, results of operations, or cash flows. However, the ultimate outcome of claims, litigation, and other proceedings is unpredictable and actual results could be materially different from our estimates. We record anticipated recoveries under applicable insurance contracts when assured of recovery. Refer to Part II, Item 1, “Legal Proceedings” for additional information.

We are subject to taxation from United States federal, state, and local, and foreign jurisdictions. Tax positions are settled primarily through the completion of audits within each individual tax jurisdiction or the closing of a statute of limitation. Changes in applicable tax law or other events may also require us to revise past estimates. The IRS routinely conducts audits of our federal income tax returns. In the first quarter of fiscal 2009, we reached a settlement with the IRS on all material tax matters for fiscal 2002 through fiscal 2005. In the second quarter of fiscal 2010, we reached a settlement with the IRS on all material tax matters for fiscal 2006 through fiscal 2007. The IRS also began its audit of fiscal 2008 and fiscal 2009 in fiscal 2010. We remain subject to tax authority audits in various other jurisdictions in which we operate. If we prevail in matters for which accruals have been recorded, or are required to pay amounts in excess of recorded accruals, our effective income tax rate in a given financial statement period could be materially impacted.

Additional information regarding our commitments and contingencies is included in note 10 to our consolidated financial statements titled, “Contingencies.”

International Operations

Since we conduct operations outside the United States using various foreign currencies, our operating results are impacted by foreign currency movements relative to the U.S. dollar. During the first quarter of fiscal 2011, our revenues were favorably impacted by 0.9 million, or 0.5%, and income before income taxes was favorably impacted by $1.9 million, or 3.0%, as a result of foreign currency movements relative to the U.S. dollar. We cannot predict future changes in foreign currency exchange rates or the effect they will have on our operations.

Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain statements concerning certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to the Company or its industry that are intended to qualify for the protections afforded “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 and other laws and regulations. Forward-looking statements speak only as to the date of this report, and may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “outlook,” “impact,” “potential,” “confidence,” “improve,” “optimistic,” “comfortable,” “trend”, and “seeks,” or the negative of such terms or other variations on such terms or comparable terminology. Many important factors

could cause actual results to differ materially from those in the forward-looking statements including, without limitation, disruption of production or supplies, changes in market conditions, political events, pending or future claims or litigation, competitive factors, technology advances, actions of regulatory agencies, and changes in laws or government regulations or the application or interpretation thereof. Other risk factors are described herein and in the Company’s Form 10-K and other securities filings. Many of these important factors are outside STERIS’s control. No assurances can be provided as to any outcome from litigation, regulatory action, administrative proceedings, government investigations, warning letters, cost reductions, business strategies, earnings and revenue trends, expense reduction or other future financial results. Unless legally required, the Company does not undertake to update or revise any forward-looking statements even if events make clear that any projected results, express or implied, will not be realized. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, (a) the potential for increased pressure on pricing that leads to erosion of profit margins, (b) the possibility that market demand will not develop for new technologies, products or applications or the Company’s business initiatives will take longer, cost more or produce lower benefits than anticipated, (c) the possibility that the application of or compliance with laws, court rulings, regulations, regulatory actions, including without limitation previously disclosed FDA warning letters, government investigations, the December 3, 2009 or February 22, 2010 FDA notices, the Consent Decree, Transition Plan, Rebate Program, the EPS System or other requirements or standards may delay or limit or prevent new product introductions, affect the production and marketing of existing products or services or otherwise affect Company performance, results, prospects or value, (d) the potential of international unrest or effects of fluctuations in currencies, tax assessments or rates, raw material costs, benefit or retirement plan costs, or other regulatory compliance costs, (e) the possibility of reduced demand, or reductions in the rate of growth in demand, for the Company’s products and services, (f) the possibility that anticipated growth, cost savings, or other results may not be achieved or that transition, labor, competition, timing, execution, regulatory, governmental, or other issues or risks associated with our business, industry or initiatives including, without limitation, the Consent Decree, the transition to the new liquid chemical sterilant processing system, or those matters described in our Form 10-K for the year ended March 31, 2010 and this Form 10-Q may adversely impact our performance, results, prospects or value, (g) the effect of the contraction in credit availability, as well as the ability of our Customers and suppliers to adequately access the credit markets when needed, and (h) those risks described in our Annual Report on Form 10-K for the year ended March 31, 2010 and this Form 10-Q for the quarter ended June 30, 2010.

Availability of Securities and Exchange Commission Filings

We make available free of charge on or through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports as soon as reasonably practicable after we file such material with, or furnish such material to, the SEC. You may access these documents on the Investor Relations page of our website at http://www.steris-ir.com. The information on our website is not incorporated by reference into this report. You may also obtain copies of these documents by visiting the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549, or by accessing the SEC’s website at http://www.sec.gov. You may obtain information on the Public Reference Room by calling the SEC at 1-800-SEC-0330.

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K


Exhibit Number		Exhibit Description

31.1		Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

STERIS Corporation

/S/ MICHAEL J. TOKICH

Michael J. Tokich

Senior Vice President and Chief Financial Officer

June 23, 2011

EXHIBIT INDEX


Exhibit Number		Exhibit Description

31.1		Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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