Good morning, and welcome to the Sotera Health Fourth Quarter 2022 Conference Call. [Operator Instructions] Please note that this event is being recorded. I would now like to turn the conference over to Vice President and Treasurer, Jason Peterson. Please go ahead.

Good morning, and thank you. Welcome to Sotera Health's Fourth Quarter 2022 Results Call. You can find today's press release and accompanying supplemental slides on the Investors section of our website at soterahealth.com. This webcast is being recorded, and a replay will be available in the Investors section of the Sotera Health website. On the call with me today are Chairman and Chief Executive Officer, Michael Petras; and Interim Chief Financial Officer, Michael Biehl. During the call, some of our comments may be considered forward-looking statements. The matters addressed in these statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied. Please refer to Sotera Health's SEC filings and the forward-looking statement slide at the beginning of this presentation for a description of these risks and uncertainties. The company assumes no obligation to update any such forward-looking statements. Please note that during the discussion today, the company will present both GAAP and non-GAAP financial measures, including adjusted EBITDA and adjusted EPS, net debt, net leverage ratio and constant currency comparisons. A reconciliation of GAAP to non-GAAP measures for all relevant periods may be found in the schedules attached to the company's press release and in the supplemental slides. The operator will be assisting with the Q&A portion of the call today. [Operator Instructions] I'll now turn the call over to Sotera Health's Chairman and CEO, Michael Petras.

Good morning, everyone, and welcome to Sotera Health's Fourth Quarter 2022 Earnings Call. This morning, we reported another quarter of year-over-year top and bottom line growth. We have achieved both top and bottom line growth in each quarter since becoming a public company in November of 2020, which speaks to the strength and resiliency of our business model. Consistent with my commentary during our third quarter earnings call, while we see improvement in certain areas of the broader macro environment, some headwinds still exist. Safeguarding Global Health remains our mission as we execute on delivering growth and profitability for our shareholders. Michael Biehl will provide more detail on the financial results in a moment. But first, I want to highlight a few items from our fourth quarter and full year results. We reported total revenue growth of 4.3% and adjusted EBITDA growth of 4% compared to the fourth quarter of 2021. We delivered adjusted EPS of $0.25 for the quarter which is a $0.02 increase over the same period last year. For the full year, revenue grew by 7.8% and adjusted EBITDA grew by 5.2% compared to the prior year. I am proud that we've extended our streak of annual revenue growth, which we have achieved since 2005 when we started tracking it. Let me now shift to cover each of the business unit results. Sterigenics, our largest reporting segment, delivered 7.6% top line growth for the quarter. The segment saw solid demand across all modalities for the full year, Sterigenics delivered 9.6% revenue growth. Consistent with our Sterigenics strategy, we are making significant investments in additional capacity across our global network. Currently, Sterigenics is progressing with 7 capacity expansions across all major geographies and modalities. We are also advancing our EO emission control enhancements across our North American facilities.…

Thank you, Michael. I'll first cover the fourth quarter 2022 highlights on a consolidated basis and then provide some details on each of the business segments, along with updates on capital deployment and leverage. I'll conclude with some additional details around the 2023 outlook. On a consolidated total company basis, fourth quarter revenues grew by 4.3% as compared to the same period last year to $252 million. This equates to 7.2% growth on a constant currency basis. Adjusted EBITDA grew by 4% from the fourth quarter 2021 to $130 million. Adjusted EBITDA margins were 51.5%, representing a slight decline from fourth quarter 2021 levels. Our operating performance drove adjusted EPS of $0.25 an increase of $0.02 from the fourth quarter of 2021. Fourth quarter 2022 had a net loss of $320 million or $1.14 per diluted share which includes a $408 million legal reserve recorded in the quarter compared to net income of $36 million or $0.13 per diluted share in the fourth quarter 2021. This legal reserve is related to the binding term sheet to settle the ethylene oxide claims in Cook County, Illinois. Our reported interest expense of $32 million is burdened by a mark-to-market loss on certain outstanding interest rate hedges for which we did not elect hedge accounting. We've removed the effect of that loss in our adjusted earnings per share. Excluding this loss, fourth quarter interest expense was approximately $25 million. Now let's take a closer look at our segment performances. In the fourth quarter, Sterigenics delivered another strong quarter with approximately 8% revenue growth to $162 million and 7% segment income growth to $89 million as compared to the fourth quarter of last year. On a constant currency basis, Sterigenics grew revenues over 10% compared to the fourth quarter of last year. Revenue growth…

Thanks, Michael. Prior to transitioning to a question-and-answer session, I would like to address the topic of Nordion sourcing of cobalt-60 from Russia, which has been previously discussed. Nordion has always had an outreach program to ensure the governments and regulators around the globe understand the importance of cobalt-60 produced in Russia to the health care community as approximately 30% of the global medical devices are sterilized using gamma radiation. We continue to engage in regular dialogue with these officials and are carefully monitoring the geopolitical situation to protect the supply of cobalt-60. At the present time, we continue to receive supply of cobalt-60 from Russia and believe that we'll be able to continue to procure cobalt-60 from Russia. Our 2023 guidance is based on our current understanding of previously announced sanctions by the United States, United Kingdom, Canada and the European Union. That said, there is no way to predict what certainty how [Ventas] sanctions against Russia will unfold in the short, mid or long term. If there was a full disruption of cobalt-60 supply from Russia, we would expect an impact of between 0% and 3% of total Sotera Health 2023 revenue. This is identical to the guidance originally provided in 2022 and for which we experienced no impact. Before transitioning into the Q&A session, I want to reemphasize that Sotera Health remains in a strong position for both growth on the top and bottom line in 2023. Overall, we feel very good about the company's current and future prospects. At this point, Operator, let's open the call for Q&A.

[Operator Instructions] My first question will come from Sean Dodge with RBC Capital Markets.

Yes. On the guidance, Michael, you made the point EBITDA is unusually second half weighted. Can you just walk through a little more on the visibility you have into that? I guess I get with Nordion, you have the harvesting schedules to know pretty specifically when that will come through. But on Sterigenics and Nelson, is the expected ramp there purely from ramping volumes? Or is there some pricing actions that you've taken that a lag that will flow through more in the back half? Or is this also new capacity that's opening during the year. Just a little more on what's driving the heavy second half [weighted].

Yes. Okay. Great. Just our comments on second half, Sean, on the 75% of revenue and 80% of segment income was relative to Nordion. You will see a steady, strong and consistent business for Sterigenics throughout the year. Volumes will increase margins. As I stated in my remarks, margins a little softer in the first quarter, typically, but that will continue to progress throughout the year. On the Nelson Lab side, you'll see growth as the year progresses in getting from first to -- the first quarter is always typically a little lighter. But second, third and fourth quarter will be good quarters and good volumes. Yes, to answer your question on pricing. As we've stated in the past, some of our contracts renew at different points during the course of the year, and those will start to roll out and roll through as the year progresses as well. But overall, our largest business, Sterigenics, I just want to make sure you understand, we'll have steady growth in year-over-year throughout the year.

Okay. Great. And then within Nordion, you said again, as a whole, revenue pretty concentrated in the second half of the year. The portion that's expected to come from Russia, when in the year is that expected to happen? And I guess based on the visibility you have in the harvesting schedule, does Russia contribute pretty evenly over the course of the year? Or is there a particular quarter or 2 where that portion of the supply is particularly concentrated?

Yes. I don't recall exactly by quarter the cadence on that, but I can tell you that's not the big driver of what's going on in the second half that we referenced, if that's your question. That's more about some other supply harvest schedule timing. It's not a question based.

Our next question will come from Patrick Donnelly with Citi.

Michael, maybe just one on the litigation side. Nice to see kind of the settlement in Illinois. Can you just talk about, I guess, the process there in terms of the opt-ins just in terms of trying to figure out the time line? And then beyond that, maybe just a quick update on how we should think about the rest of the litigation. I just want to make sure we have all kind of a catalyst set in our minds beyond this one, and if this changes your view of some of the other outstanding litigation.

Yes. So Patrick, on Illinois and the settlement, it's for $408 million. The plaintiff representatives have committed that they would get 98.6% participation rate. So if you do the math, that's about 12 people have the ability to opt out. So the process high level, how it works is they recently appointed a claims administrator. We have nothing to do with that process. That's -- they hire claims administrator, the claims administrator allocates the money to the plaintiffs and then they come back to us probably late April, early May. And then we have 30 days after -- I'm sorry, after the initial numbers and go out to the plaintiff, the plaintiff have 30 days to evaluate it. It will come to us than late April, early May. We'll be able to evaluate it. We think that this gets closed out sometime late July, early August. We have to fund the $408 million into escrow count on May 1. So at a high level, that's how it works. The 4, what they're calling trial plaintiffs, Kamuda, Schumacher and Fornek have already signed and committed on their numbers. So that's Illinois. On the other litigation, just to be clear on New Mexico, there is no personal injury cases in New Mexico. And on Georgia, there's 1 personal injury case that will come up in 2023, and the rest of them have a pretty extended time line because Georgia is going to be a different approach than what you saw in Illinois. Georgia, the first thing they have to do is go through a Phase I to prove general causation. And then after that, it goes to Phase II for specific causation. A very different approach that was taken in Illinois.

Understood. Okay. And then maybe just a quick one on the margin side. Nelson, obviously been tracking those margins here the last couple of quarters. It sounds like get back to the normal run rate in the second half. Can you just talk about that ramp? Is it just kind of the staffing pressures, volumes normalizing? What gets you there? And then just a quick one. The interest expense, I didn't get the exact number for '23. I might have missed that. So if you have that, that would be great.

Okay. I'll take the margin questions and then Michael Biehl could address questions on interest. So on the Nelson margin side, if you look at it, the last 3 quarters have kind of homed in on that mid-30s, right? 36%, 35% kind of range. We had good improvement fourth quarter over third quarter sequentially. Always the first quarter ends up being the lowest margin just because of volumes and how they fall and there's a little bit of a seasonality impact. But we're feeling pretty good about what the Nelson team has done. Remember, one of the things we mentioned in our last quarterly call is that we went ahead in staffed up, anticipating a little bit more volume, but we didn't reduce the staffing because one of our key priorities is to make sure we take care of service rates and turnaround times. And I'm really pleased with the progress on our Net Promoter Score there as well as our just overall turnaround time. Ironically, I was just looking over the past week, we got our customer satisfaction scores back our annual survey for both Sterigenics and Nelson and then both of them were very strong performance. So I'm confident on what we're doing there. We're seeing some nice pockets of growth. But from a margin perspective, we see that the first quarter will be a little lighter, but we see this business in the mid- to high 30s as I had referenced earlier.

Right. Now the interest expense for 2023, we expect to be in the $160 million to $167 million range on a cash basis. Does that answer your question?

It does.

Our next question will come from Matthew Mishan with KeyBanc.

I just have a follow-up question on Nelson Labs. I believe when we -- when you first came public, and we're going through the process you actually thought Nelson Labs was going to be a double-digit growth business and kind of a driver for you guys. Where are you at now from like a longer-term like outlook on kind of where you think Nelson Labs will be from a growth perspective for you?

Yes. We think over the long range, Matthew, that we think this business will be high single digits, low double digits. If you remember, we talked about our company total gets about 3.5% to 5% price across the whole company, depending on the business. Nelson is typically on the lower end of that 3.5% to 4%. And then on top of that, you get volume mix, it gets you high single digits, low double digits. We still feel confident about the long-range projections of that business.

And then when do you think you get back to that? And what's holding it back at this point? It seems like some of your customers would be more normalized from a pushing product through like FDA at this point?

Yes. We -- as you know, throughout 2022, we had -- if you kind of reflect on it, you had the PPE that was a very significant growth driver in '21 and into '22, which was very good mix, high margin in the volumes, and then we had to reallocate our staffing to accommodate the customer needs. As that kind of played out. We saw other testing slowing down in the validation area. We've started to see that rebound a little bit and move in the right direction. So I would say the validation volume has been the big one in the labor challenges that I think most labs are having challenges with. But I feel really good about what Joe and the team are doing there in the cost and price management. The service side, and it really shows with what our customers are telling us and the customer sat work. So overall, directionally, it's -- and we've got some pockets that are doing really outstanding. So overall, I think it's got a lot of momentum. And just the work that we're doing with Sterigenics on validation coordination and helping improve customer turnaround times and really focusing on real assurance has been very helpful for both businesses.

Our next question will come from Luke Sergott with Barclays.

Just on the -- a couple on the guide, can you give me a sense, did you guys include the 0% to 3% potential hit from the cobalt-60? Is that baked in your guide?

No, it's not.

Okay. All right. That's fine. And then so on the Atlanta litigation on the personal injury. So when this starts, it's fair to assume that this will be a longer duration on the proceedings and then especially given the different phases of the proof of causation. Just trying to get a sense of timing here with this one that starts in 2023? And then how the others kind of roll in through '24?

Yes. I would -- Luke, the 1 case is 2023, October 2023 is the current schedule timing. The future cases are going to be an extended period of time as you referenced. Those are in a different county and there'll be 2 different phases, as I mentioned, the first 1 is general causation and the second 1 is specific causation. So that's going to take a little bit more time to play out.

Okay. So I mean like...

I mean in '24, '25, I would think.

Okay. All right. That's actually what I was looking for. Because then the other ones, it was basically a 1 case per month. And this case, it's probably [savored] to assume a lot longer than that. All right. That's fine.

Yes. Thanks for asking that question. The reason, Luke, is you talked about 2 different jurisdictions, different counties involved here. There's only 1 case in 1 county and then the other ones are in Cobb counting.

Okay. And one last one for me on the litigation side. So any other upcoming or outstanding court proceedings outside that are similar to the one that you guys just got ruled favorably on with the Atlanta facility, anything else across any of the other facilities there?

No. So what you're referencing there is a certificate of occupancy where the court ruled in our favor there that we can continue to operate that facility. So no, and all the facility enhancements are there, and we've been -- we're performing very well. And all the EO facilities are up and running. We don't have anything else like that pending.

Our next question will come from Casey Woodring with JPMorgan.

Just one on CapEx. So you increased CapEx 80% in 2022 and now guiding to another roughly 10% increase in 2023. Can you just elaborate on how much of this year's CapEx will go to EO enhancements versus capacity expansion? And cobalt development? And then do you have any sense of when those NESHAP guidelines will come out this year and how we should be thinking about those?

Yes. Thanks, Casey. So at a high level, we put on the guide $185 million to $215 million on CapEx. Approximately 70% of our CapEx is directed towards growth CapEx. That's consistent to what we saw last year. We have significant opportunities with our customers. As you know, we work with our customers on a large portion of that capacity, making sure we have commitments for 40%, 50% before we put the shovel in the ground. So we continue to move forward with that. On the EO enhancements, it will be approximately $32 million, $34 million, somewhere in that neighborhood in 2023.

Okay. Got you. And then one on Russia, too, just I think there was some noise over the weekend about several subsidiaries of Rosatom being added to the EU sanction list. Just overall, have your conversations been with your Russian suppliers and the U.S. government around the likelihood of sanctions this year? And as a follow-up, if the worst case plays out and there is a headwind in 2023, just how would that translate to 2024, if you're running off your existing supply this year and can't procure in Russia?

So Casey, on the most current sanctions, our team has done a preliminary review of that. We do not see any impact on our ability to continue to supply cobalt. The team has done a phenomenal job working with that with those challenges as well as the regulators around the world maneuvering through that. So we see that continuing. If there was an impact, as I stated in my prepared remarks, it would be 0% to 3% of total Sotera Health revenue impact in 2023. At this point in time, we're not giving any guidance sitting here on February 28 in '23, we're not giving any forward-looking guidance of 2024 at this point in time.

Our next question will come from Dave Windley with Jefferies.

I noticed, Michael, in the deck that there's some mention of a push in Nelson Labs on the pharma side of the customer base. And I wondered if you could comment on that around whether that's part of the CapEx? And is it also a part of the staffing ahead? Or is the staffing just for more the normal mix of business that you've seen over prior years?

Yes. Thanks, David. I hope you're doing well. We -- Pharma has been a strategic priority for that business as well as the whole company for the last several years. As you may recall, it's a pretty significant SAM that we play in on the Nelson side. Yes, a portion of that CapEx -- a large portion of that CapEx for Nelson Labs is targeted towards pharma. We're seeing nice growth in several pockets on the pharma side. From a staffing perspective, I would say most of that is med device, but there is some when I look at particularly our [Lubin] business that has the largest pharma presence, the headcount there is up significantly over the past 2 to 3 years, supported by the growth of our customer base. So yes, we're continuing to make investments in pharma and Nelson.

Okay. That's interesting. For the other, Michael, the tax rate and lack of deductibility of interest expense. Your description there, I appreciate, first of all, but it also seemed to include or describe an element of catch-up to that. Maybe you mentioned, I think, carryover deductibility or something like that. And so I wanted to ask the normalized level of that. Is there a point at which you get past some kind of anomalies and get to a different tax rate than what applies to '23.

Well, I think in the next couple of years, it's going to be in this range. And then as we pay -- obviously, as we pay down interest, debt and interest expense goes down, that will they'll start to affect the tax rate too because there'll be less interest expense that we have to put a valuation on because the deductibility limit will start to go down. The little won't go down but in terms of our actual interest expense will go down.

Got it. Okay. And then Michael, in terms of -- I mean, you have at times made some small bolt-on acquisitions, capital, you do list growth as your first item in your capital kind of priority strategy. Is it right to think that, that's probably the organic CapEx investments that you're making? And then beyond that, you're paying down debt? Or are acquisitions still part of the growth capital deployment menu currently?

Yes. So on the CapEx that's projected and the guide of $185 million to $215 million, that is all around organic growth. There's no M&A assumed in our guidance on revenue or capital deployment. It is still part of our list, as you say, it's probably in the right place that you referenced it. The first would be organic growth, the second would be deleveraging, the third would be strategic M&A. I could tell you we continue to build the pipeline around that area. And are tracking that market in several opportunities. But at this point, we have nothing to report, and there's been nothing built into the guide for 2023.

[Operator Instructions] Our next question will come from Michael Polark with Wolfe Research.

Thank you for all the detail, very short-term focused one and then a bigger picture follow-up. On the first quarter, with the moving pieces in Nordion, the low revenue expected due to harvest timing, can you just help with an enterprise adjusted EBITDA target for the first quarter to make sure models are aligned versus, say, the prior year of $115 million flat with that, down a little bit, up a little bit? Any color there would be helpful.

Yes. I would just tell you that, as we mentioned in the first half, most of the Nordion revenue is going to fall in the second quarter. So with that, you can assume very little Nordion revenue in the first quarter. Other than that, we're not going to get into specific quarterly guidance. We just want to make sure, Mike, you guys had an understanding and appreciation for the dynamics that you've seen with the Nordion lumpiness. In particular, the first quarter was going to be a slow start. And as we mentioned, 75% of the revenue or 80% approximately of the operating segment income will be in the second half. We just want to make sure that, as you guys think through this, that you don't get surprised on where the first half or first quarter performance comes in based on that.

Understood. The follow-up is on Sterigenics. Can you remind us kind of your position in the bioprocess disposable space that has been, I think, a tailwind both due to structural and COVID era reasons over the last few years. It seems to be maybe moderating a little bit as we move beyond COVID as a world. What is your exposure there? Are you seeing a notable kind of change in volumes and trends? And any other color as you look forward in bioprocess as a catalyst for Sterigenics?

Yes. As we've stated in the past, we do participate in that market. But I think our competitors have grown faster than we have over the last couple of years, and I think that's a big driver of that was our suspicion because I think they're at a better market share position, what bioprocessing than we are. Now with bioprocessing slowing down a little bit, our growth probably isn't as impacted as much, right? That's the good side of not having as much market share. That continues to be a strategic area for us. We continue to see opportunities for growth there. We're just in a lower share position relative to others in the marketplace. But over time, we see that change. But right now, we're probably getting a little bit benefit of that, Mike. That isn't necessarily the way I'd like to get it, but that's how it's playing out.

It appears there are no further questions. This concludes our question-and-answer session. I'd like to turn the conference back over to Michael Petras for any closing remarks.

Great. Thank you, Andrew. Thank you, everybody, for participating today. We're very proud of what we accomplished in 2022, a very solid year. Lots of dynamics in the marketplace with labor inflation and just geopolitical, but I'm really proud of what the team's accomplished, also our ability to manage through the litigation situation. We're really optimistic about 2023 and our growth prospects and continue to capitalize on the strong end markets that we play in, the stickiness we have with our customer base, the long-term contracts in the high customer satisfaction ratings that we're seeing from our customers, which have been consistent throughout many years. So we're really optimistic about 2023, and we thank you for your continued support. Have a great day. Thank you. Bye-bye.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.