Sotera Health Reports Second-Quarter And First-Half 2024 Results
| Sotera Health Company Consolidated Statements of Operations (in thousands, except per share amounts) (unaudited) | |||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Revenues: | |||||||||||||||
| Service | $ | 237,756 | $ | 226,050 | $ | 464,237 | $ | 440,560 | |||||||
| Product | 38,838 | 29,232 | 60,533 | 35,312 | |||||||||||
| Total net revenues | 276,594 | 255,282 | 524,770 | 475,872 | |||||||||||
| Cost of revenues: | |||||||||||||||
| Service | 109,136 | 103,900 | 219,988 | 208,110 | |||||||||||
| Product | 14,667 | 11,794 | 24,876 | 16,671 | |||||||||||
| Total cost of revenues | 123,803 | 115,694 | 244,864 | 224,781 | |||||||||||
| Gross profit | 152,791 | 139,588 | 279,906 | 251,091 | |||||||||||
| Operating expenses: | |||||||||||||||
| Selling, general and administrative expenses | 60,575 | 60,287 | 118,784 | 122,197 | |||||||||||
| Amortization of intangible assets | 15,417 | 16,097 | 31,149 | 32,324 | |||||||||||
| Total operating expenses | 75,992 | 76,384 | 149,933 | 154,521 | |||||||||||
| Operating income | 76,799 | 63,204 | 129,973 | 96,570 | |||||||||||
| Interest expense, net | 40,388 | 30,728 | 82,159 | 59,598 | |||||||||||
| Loss on refinancing of debt | 23,400 | - | 24,090 | - | |||||||||||
| Foreign exchange (gain) loss | (611 | ) | 465 | (1,183 | ) | 812 | |||||||||
| Other income, net | (1,520 | ) | (2,474 | ) | (1,249 | ) | (3,727 | ) | |||||||
| Income before income taxes | 15,142 | 34,485 | 26,156 | 39,887 | |||||||||||
| Provision for income taxes | 6,388 | 10,972 | 11,079 | 13,532 | |||||||||||
| Net income | $ | 8,754 | $ | 23,513 | $ | 15,077 | $ | 26,355 | |||||||
| Earnings per share: | |||||||||||||||
| Basic | $ | 0.03 | $ | 0.08 | $ | 0.05 | $ | 0.09 | |||||||
| Diluted | 0.03 | 0.08 | 0.05 | 0.09 | |||||||||||
| Weighted average number of common shares outstanding: | |||||||||||||||
| Basic | 282,894 | 280,893 | 282,403 | 280,793 | |||||||||||
| Diluted | 284,541 | 283,147 | 284,264 | 283,040 | |||||||||||
| Sotera Health Company Segment Data (in thousands) (unaudited) | |||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||
| Segment revenues: | |||||||||||||
| Sterigenics | $ | 176,354 | $ | 166,590 | $ | 342,851 | $ | 326,587 | |||||
| Nordion | 41,244 | 31,975 | 65,251 | 40,526 | |||||||||
| Nelson Labs | 58,996 | 56,717 | 116,668 | 108,759 | |||||||||
| Total net revenues | $ | 276,594 | $ | 255,282 | $ | 524,770 | $ | 475,872 | |||||
| Segment income: | |||||||||||||
| Sterigenics | $ | 96,778 | $ | 91,450 | $ | 182,596 | $ | 174,290 | |||||
| Nordion | 23,420 | 17,784 | 34,205 | 19,310 | |||||||||
| Nelson Labs | 17,137 | 19,251 | 32,478 | 33,353 | |||||||||
| Total segment income | 137,335 | 128,485 | 249,279 | 226,953 | |||||||||
| Less adjustments: | |||||||||||||
| Interest expense, net(a) | $ | 40,388 | $ | 30,728 | $ | 82,159 | $ | 59,598 | |||||
| Depreciation and amortization(b) | 39,830 | 39,490 | 80,260 | 79,028 | |||||||||
| Share-based compensation(c) | 10,206 | 8,409 | 18,863 | 15,757 | |||||||||
| Loss on refinancing of debt(d) | 23,400 | - | 24,090 | - | |||||||||
| (Gain) loss on foreign currency and derivatives not designated as hedging instruments, net(e) | (698 | ) | (409 | ) | 532 | 126 | |||||||
| Business optimization expenses(f) | 593 | 3,604 | 647 | 5,835 | |||||||||
| Professional services relating to EO sterilization facilities(g) | 7,818 | 11,623 | 14,157 | 25,595 | |||||||||
| Secondary offering costs(h) | 20 | - | 1,137 | - | |||||||||
| Accretion of asset retirement obligation(i) | 636 | 555 | 1,278 | 1,127 | |||||||||
| Consolidated income before income taxes | $ | 15,142 | $ | 34,485 | $ | 26,156 | $ | 39,887 |
| (a) | Interest expense, net presented in this reconciliation for the three and six months ended June 30, 2023 has been adjusted to conform to the current year presentation to include interest expense, net on Term Loan B due 2026 attributable to the loan proceeds that were used to fund the $408.0 million Illinois EO litigation settlement. |
| (b) | Includes depreciation of Co-60 held at gamma irradiation sites. |
| (c) | Represents share-based compensation expense to employees and Non-Employee Directors. |
| (d) | Represents the write-off of unamortized debt issuance costs and discounts, as well as certain other costs incurred related to the Refinancing Term Loans and the Secured Notes. The six months ended June 30, 2024 includes $0.7 million of debt refinancing costs related to Amendment No. 3 to the Senior Secured Credit Facilities. |
| (e) | Represents the effects of (i) fluctuations in foreign currency exchange rates and (ii) non-cash mark-to-fair value of embedded derivatives relating to certain customer and supply contracts at Nordion. |
| (f) | Represents (i) certain costs related to acquisitions and the integration of recent acquisitions, (ii) the earnings impact of fair value adjustments (excluding those recognized within amortization expense) resulting from the businesses acquired, (iii) transition services income and non-cash deferred lease income associated with the terms of the divestiture of the Medical Isotopes business in 2018, (iv) professional fees and other costs associated with business optimization, cost saving and other process enhancement projects, and (v) professional fees, payroll costs, and other costs, including ongoing lease and utility expenses associated with the closure of the Willowbrook, Illinois facility. The six months ended June 30, 2023 includes a $1.0 million cancellation fee received from a tenant in connection with the termination of an office space lease at the Nordion facility. |
| (g) | Represents litigation and other professional fees associated with our EO sterilization facilities. Amounts presented for the three and six months ended June 30, 2023 have been adjusted to exclude interest expense, net associated with Term Loan B due 2026 attributable to the loan proceeds that were used to fund the $408.0 million Illinois EO litigation settlement. |
| (h) | Represents expenses incurred in connection with the secondary offering of our common stock that closed on March 4, 2024. |
| (i) | Represents non-cash accretion of asset retirement obligations related to Co-60 and gamma processing facilities, which are based on estimated site remediation costs for any future decommissioning of these facilities and are accreted over the life of the asset. |
| Sotera Health Company Condensed Consolidated Balance Sheets (in thousands) (unaudited) | |||||
| As of June 30, | As of December 31, | ||||
| 2024 | 2023 | ||||
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | $ | 247,758 | $ | 301,654 | |
| Accounts receivable, net | 123,659 | 147,696 | |||
| Inventories, net | 57,872 | 48,316 | |||
| Other current assets | 68,388 | 59,578 | |||
| Total current assets | 497,677 | 557,244 | |||
| Property, plant, and equipment, net | 994,614 | 946,914 | |||
| Operating lease assets | 24,272 | 24,037 | |||
| Other intangible assets, net | 367,938 | 416,318 | |||
| Goodwill | 1,098,306 | 1,111,190 | |||
| Other assets | 75,011 | 74,717 | |||
| Total assets | $ | 3,057,818 | $ | 3,130,420 | |
| Liabilities and equity | |||||
| Total current liabilities | $ | 169,633 | $ | 230,654 | |
| Long-term debt, less current portion | 2,213,518 | 2,223,674 | |||
| Other noncurrent liabilities | 197,819 | 167,904 | |||
| Deferred income taxes | 54,084 | 64,454 | |||
| Total liabilities | 2,635,054 | 2,686,686 | |||
| Total equity | 422,764 | 443,734 | |||
| Total liabilities and equity | $ | 3,057,818 | $ | 3,130,420 | |
| Sotera Health Company Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) | |||||||
| Six Months Ended June 30, | |||||||
| 2024 | 2023 | ||||||
| Operating activities: | |||||||
| Net income | $ | 15,077 | $ | 26,355 | |||
| Non-cash items | 112,589 | 101,474 | |||||
| Changes in operating assets and liabilities | (56,672 | ) | (430,533 | ) | |||
| Net cash provided by (used in) operating activities | 70,994 | (302,704 | ) | ||||
| Investing activities: | |||||||
| Purchases of property, plant and equipment | (76,811 | ) | (98,134 | ) | |||
| Other investing activities | 37 | 32 | |||||
| Net cash used in investing activities | (76,774 | ) | (98,102 | ) | |||
| Financing activities: | |||||||
| Proceeds from long-term borrowings | 2,259,350 | 500,000 | |||||
| Payments on long-term borrowings | (2,260,600 | ) | - | ||||
| Payment on revolving credit facility | - | (200,000 | ) | ||||
| Payments of debt issuance costs and debt discount | (30,204 | ) | (24,672 | ) | |||
| Buyout of leased facilities | (6,736 | ) | - | ||||
| Other financing activities | (3,172 | ) | (2,122 | ) | |||
| Net cash (used in) provided by financing activities | (41,362 | ) | 273,206 | ||||
| Effect of exchange rate changes on cash and cash equivalents | (6,754 | ) | 1,796 | ||||
| Net decrease in cash and cash equivalents, including restricted cash | (53,896 | ) | (125,804 | ) | |||
| Cash and cash equivalents, including restricted cash, at beginning of period | 301,654 | 396,294 | |||||
| Cash and cash equivalents, including restricted cash, at end of period | $ | 247,758 | $ | 270,490 | |||
| Supplemental disclosures of cash flow information: | |||||||
| Cash paid during the period for interest | $ | 111,169 | $ | 78,352 | |||
| Cash paid during the period for income taxes, net of tax refunds received | 27,714 | 27,590 | |||||
| Purchases of property, plant and equipment included in accounts payable | 13,538 | 16,986 | |||||
| Sotera Health Company Non-GAAP Financial Measures (in thousands, except per share amounts) (unaudited) | |||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Net income | $ | 8,754 | $ | 23,513 | $ | 15,077 | $ | 26,355 | |||||||
| Amortization of intangible assets | 19,755 | 20,502 | 39,879 | 41,109 | |||||||||||
| Share-based compensation(a) | 10,206 | 8,409 | 18,863 | 15,757 | |||||||||||
| Loss on refinancing of debt(b) | 23,400 | - | 24,090 | - | |||||||||||
| (Gain) loss on foreign currency and derivatives not designated as hedging instruments, net(c) | (698 | ) | (409 | ) | 532 | 126 | |||||||||
| Business optimization project expenses(d) | 593 | 3,604 | 647 | 5,835 | |||||||||||
| Professional services relating to EO sterilization facilities(e) | 7,818 | 11,623 | 14,157 | 25,595 | |||||||||||
| Secondary offering costs(f) | 20 | - | 1,137 | - | |||||||||||
| Accretion of asset retirement obligation(g) | 636 | 555 | 1,278 | 1,127 | |||||||||||
| Income tax benefit associated with pre-tax adjustments(h) | (15,297 | ) | (12,280 | ) | (24,844 | ) | (24,530 | ) | |||||||
| Adjusted Net Income | 55,187 | 55,517 | 90,816 | 91,374 | |||||||||||
| Interest expense, net(i) | 40,388 | 30,728 | 82,159 | 59,598 | |||||||||||
| Depreciation(j) | 20,075 | 18,988 | 40,381 | 37,919 | |||||||||||
| Income tax provision applicable to Adjusted Net Income(k) | 21,685 | 23,252 | 35,923 | 38,062 | |||||||||||
| Adjusted EBITDA ( l ) | $ | 137,335 | $ | 128,485 | $ | 249,279 | $ | 226,953 | |||||||
| Net Revenues | $ | 276,594 | $ | 255,282 | $ | 524,770 | $ | 475,872 | |||||||
| Adjusted EBITDA Margin | 49.7 | % | 50.3 | % | 47.5 | % | 47.7 | % | |||||||
| Weighted average number of shares outstanding: | |||||||||||||||
| Basic | 282,894 | 280,893 | 282,403 | 280,793 | |||||||||||
| Diluted | 284,541 | 283,147 | 284,264 | 283,040 | |||||||||||
| Earnings per share: | |||||||||||||||
| Basic | $ | 0.03 | $ | 0.08 | $ | 0.05 | $ | 0.09 | |||||||
| Diluted | 0.03 | 0.08 | 0.05 | 0.09 | |||||||||||
| Adjusted earnings per share: | |||||||||||||||
| Basic | $ | 0.20 | $ | 0.20 | $ | 0.32 | $ | 0.33 | |||||||
| Diluted | 0.19 | 0.20 | 0.32 | 0.33 |
| (a) | Represents share-based compensation expense to employees and Non-Employee Directors. |
| (b) | Represents the write-off of unamortized debt issuance costs and discounts, as well as certain other costs incurred related to the Refinancing Term Loans and the Secured Notes. The six months ended June 30, 2024 includes $0.7 million of debt refinancing costs related to Amendment No. 3 to the Senior Secured Credit Facilities. |
| (c) | Represents the effects of (i) fluctuations in foreign currency exchange rates and (ii) non-cash mark-to-fair value of embedded derivatives relating to certain customer and supply contracts at Nordion. |
| (d) | Represents (i) certain costs related to acquisitions and the integration of recent acquisitions, (ii) the earnings impact of fair value adjustments (excluding those recognized within amortization expense) resulting from the businesses acquired, (iii) transition services income and non-cash deferred lease income associated with the terms of the divestiture of the Medical Isotopes business in 2018, (iv) professional fees and other costs associated with business optimization, cost saving and other process enhancement projects, and (v) professional fees, payroll costs, and other costs, including ongoing lease and utility expenses associated with the closure of the Willowbrook, Illinois facility. The six months ended June 30, 2023 includes a $1.0 million cancellation fee received from a tenant in connection with the termination of an office space lease at the Nordion facility. |
| (e) | Represents litigation and other professional fees associated with our EO sterilization facilities. Amounts presented for the three and six months ended June 30, 2023 have been adjusted to exclude interest expense, net associated with Term Loan B due 2026 attributable to the loan proceeds that were used to fund the $408.0 million Illinois EO litigation settlement. |
| (f) | Represents expenses incurred in connection with the secondary offering of our common stock that closed on March 4, 2024. |
| (g) | Represents non-cash accretion of asset retirement obligations related to Co-60 and gamma processing facilities, which are based on estimated site remediation costs for any future decommissioning of these facilities and are accreted over the life of the asset. |
| (h) | Represents the income tax impact of adjustments calculated based on the tax rate applicable to each item. We eliminate the effect of tax rate changes as applied to tax assets and liabilities and unusual items from our presentation of adjusted net income. |
| (i) | Interest expense, net presented in this reconciliation for the three and six months ended June 30, 2023 has been adjusted to conform to the current year presentation to include interest expense, net on Term Loan B due 2026 attributable to the loan proceeds that were used to fund the $408.0 million Illinois EO litigation settlement. |
| (j) | Includes depreciation of Co-60 held at gamma irradiation sites. |
| (k) | Represents the difference between income tax provision or benefit as determined under U.S. GAAP and the income tax provision or benefit associated with pre-tax adjustments described in footnote (h) |
| (l) | $23.4 million and $24.4 million of the adjustments for the three months ended June 30, 2024 and 2023, respectively, and $47.2 million of the adjustments for the six months ended June 30, 2024 and 2023 are included in cost of revenues, primarily consisting of amortization of intangible assets, depreciation, and accretion of asset retirement obligations. |
| Sotera Health Company Non-GAAP Financial Measures (in thousands) (unaudited) | |||||||
| As of June 30, | As of December 31, | ||||||
| 2024 | 2023 | ||||||
| Current portion of long-term debt | $ | 11,092 | $ | 4,797 | |||
| Long-term debt | 2,213,518 | 2,223,674 | |||||
| Current portion of finance leases | 2,767 | 8,771 | |||||
| Finance leases less current portion | 93,518 | 63,793 | |||||
| Total Debt | 2,320,895 | 2,301,035 | |||||
| Less: cash and cash equivalents | (246,084 | ) | (296,407 | ) | |||
| Net Debt | $ | 2,074,811 | $ | 2,004,628 | |||
| Adjusted EBITDA (a) | $ | 550,355 | $ | 528,029 | |||
| Net Leverage | 3.8x | 3.8x |
| (a) | Represents Adjusted EBITDA for the twelve months ended June 30, 2024 and December 31, 2023, respectively. Refer to the reconciliation of net income (the most comparable GAAP measure) to Adjusted EBITDA on the following page. |
| Sotera Health Company Non-GAAP Financial Measures (in thousands) (unaudited) | |||||||
| Twelve Months Ended June 30, | Twelve Months Ended December 31, | ||||||
| 2024 | 2023 | ||||||
| Net income | $ | 40,098 | $ | 51,376 | |||
| Amortization of intangible assets | 80,118 | 81,348 | |||||
| Share-based compensation(a) | 35,470 | 32,364 | |||||
| Loss on refinancing of debt(b) | 24,090 | - | |||||
| Gain on foreign currency and derivatives not designated as hedging instruments, net(c) | (1,146 | ) | (1,552 | ) | |||
| Business optimization expenses(d) | 2,474 | 7,662 | |||||
| Professional services relating to EO sterilization facilities(e) | 33,874 | 45,312 | |||||
| Georgia EO litigation settlement(f) | 35,000 | 35,000 | |||||
| Secondary offering costs(g) | 1,137 | - | |||||
| Accretion of asset retirement obligation(h) | 2,564 | 2,413 | |||||
| Income tax benefit associated with pre-tax adjustments(i) | (49,911 | ) | (49,597 | ) | |||
| Adjusted Net Income | 203,768 | 204,326 | |||||
| Interest expense, net(j) | 165,439 | 142,878 | |||||
| Depreciation(k) | 79,039 | 76,577 | |||||
| Income tax provision applicable to Adjusted Net Income(l) | 102,109 | 104,248 | |||||
| Adjusted EBITDA ( m) | $ | 550,355 | $ | 528,029 | |||
| Net Revenues | $ | 1,098,186 | $ | 1,049,288 | |||
| Adjusted EBITDA Margin | 50.1 | % | 50.3 | % |
| (a) | Represents share-based compensation expense to employees and Non-Employee Directors. |
| (b) | Represents the write-off of unamortized debt issuance costs and discounts, as well as certain other costs incurred related to the Refinancing Term Loans and the Secured Notes. The twelve months ended June 30, 2024 includes $0.7 million of debt refinancing costs related to Amendment No. 3 to the Senior Secured Credit Facilities. |
| (c) | Represents the effects of (i) fluctuations in foreign currency exchange rates and (ii) non-cash mark-to-fair value of embedded derivatives relating to certain customer and supply contracts at Nordion. |
| (d) | Represents (i) certain costs related to acquisitions and the integration of recent acquisitions, (ii) the earnings impact of fair value adjustments (excluding those recognized within amortization expense) resulting from the businesses acquired, (iii) transition services income and non-cash deferred lease income associated with the terms of the divestiture of the Medical Isotopes business in 2018, (iv) professional fees and other costs associated with business optimization, cost saving and other process enhancement projects, and (v) professional fees, payroll costs, and other costs, including ongoing lease and utility expenses associated with the closure of the Willowbrook, Illinois facility. The twelve months ended December 31, 2023 includes a $1.0 million cancellation fee received from a tenant in connection with the termination of an office space lease at the Nordion facility. |
| (e) | Represents litigation and other professional fees associated with our EO sterilization facilities. Amounts presented for the twelve months ended June 30, 2024 and December 31, 2023 have been adjusted to exclude interest expense, net associated with Term Loan B attributable to the loan proceeds that were used to fund the $408.0 million Illinois EO litigation settlement. |
| (f) | Represents the cost to settle 79 pending EO claims against Sterigenics U.S., LLC and Sotera Health LLC in Georgia under a Settlement Term Sheet entered into on December 21, 2023. |
| (g) | Represents expenses incurred in connection with the secondary offering of our common stock that closed on March 4, 2024. |
| (h) | Represents non-cash accretion of asset retirement obligations related to Co-60 and gamma processing facilities, which are based on estimated site remediation costs for any future decommissioning of these facilities and are accreted over the life of the asset. |
| (i) | Represents the income tax impact of adjustments calculated based on the tax rate applicable to each item. We eliminate the effect of tax rate changes as applied to tax assets and liabilities and unusual items from our presentation of adjusted net income. |
| (j) | Interest expense, net presented in this reconciliation for the twelve months ended June 30, 2024 and December 31, 2023 has been adjusted to conform to the current year presentation to include interest expense, net on Term Loan B due 2026 attributable to the loan proceeds that were used to fund the $408.0 million Illinois EO litigation settlement. |
| (k) | Includes depreciation of Co-60 held at gamma irradiation sites. |
| (l) | Represents the difference between income tax provision or benefit as determined under U.S. GAAP and the income tax provision or benefit associated with pre-tax adjustments described in footnote (i) |
| (m) | $94.1 million of the adjustments for the twelve months ended June 30, 2024 and December 31, 2023 are included in cost of revenues, primarily consisting of amortization of intangible assets, depreciation, and accretion of asset retirement obligations. |

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