Sotera Health Company (SHC) Earnings Call Transcript & Summary
May 16, 2023
Earnings Call Speaker Segments
Sean Dodge
analystGood afternoon. Thank you, everybody, for being here at RBC's Global Healthcare Conference. My name is Sean Dodge. I'm the healthcare -- IT healthcare services analyst here at RBC. I'm pleased to be joined by our last presenting company of the day, Sotera Health, and here on behalf of the company is the Chief Executive Officer, Michael Petras. So Michael, special thanks to you for sharing your time with us. And I know there's a statement you need to read here to kick it off.
Michael Petras
executiveGreat, Sean. Thanks to you and the RBC team. I appreciate all your support. Before we begin, some of the statements I make today may be considered forward-looking statements. Please refer to our SEC filings for descriptions and the risks and uncertainties that could cause our actual results to differ materially from those projected or implied. The company assumes no obligation to update the forward-looking statements. During the discussion, we'll talk about certain non-GAAP financial measures, including adjusted EBITDA, adjusted net income, adjusted EPS, net leverage. Feel free to look at our filings with the SEC.
Sean Dodge
analystAll right.
Michael Petras
executiveAll right. Now my lawyers aren't going to yell at me tonight. One day.
Sean Dodge
analystAll right. Let's start. Since you all reported Q1 results last week, maybe just kind of walk us through, high level, how the year started off for you all.
Michael Petras
executiveGood. We -- pretty much as expected. We didn't have growth in the quarter, which obviously we always strive for growth, but I would say the biggest driver on that was the fact that our Nordion business, we had kind of expected and we communicated back at the end of 2022, that 75% of that revenue in that business can occur in the second half of the year approximately. So that took us down below last year in a meaningful way, but overall, the other businesses, all of them are kind of planning and coming in as expected for the most part.
Sean Dodge
analystOkay. Before we get into each of the segments, I wanted to just kind of walk through some of the other issues that you guys have been dealing with. And just first, the Illinois one. It looks like that's in the final stages of being kind of concluded, being wrapped up. So maybe just talk a little bit about [indiscernible]...
Michael Petras
executiveQuite an introduction. [ 432 ], and he's already like, can we talk about issues? So I would say, overall, the litigation -- what Sean is referencing is the litigation we had with ethylene oxide in Illinois. We reached an agreement on January 9 for all 870 cases there. That's progressing very well. At this point, we've funded the $408 million settlement amount into an escrow account and the plaintiff firms are working with their claimants to get them to all opt in, which we understand is progressing very well. And we expect late summer, call it, late July and August, that we'll be able to wrap it all up in Illinois for the most part.
Sean Dodge
analystOkay. And you guys have done some math on the amount of opt-in that you're getting, so just what you need to achieve there and maybe the kind of the potential range of outcomes?
Michael Petras
executiveYes. The commitment by the plaintiffs' council is they have to deliver 98.6% of the plaintiffs that they represent. So that means, basically, if you do the math, about 12 people can opt out. And there's conditions around that, that they can't trip any conditions that we have put in place. So for example, it can't be a breast cancer patient that's been living there for 50 years, that's next door to the facility, something like that. They can't opt out. We feel pretty good about this coming to a conclusion, though, based on what we're hearing from the plaintiffs. We haven't seen the opt-in data yet, but they're giving us indications, and the comments I made at our prepared remarks last week, they'd signed off on those before we did it. So we're aligned on where they feel they are.
Sean Dodge
analystOkay. And when do you expect to get some type of formal notice on whether or not that's been achieved or not?
Michael Petras
executiveYes. So what they'll do is they're out right now to their claimants. They'll get feedback back over the next several weeks. They'll then share it with us, and we have a couple of weeks to work through it with them, and then we'll go through the process of finalizing all the details. So I would expect, hopefully, in our earnings call in August, we'll be able to give you a pretty good update on where we stand.
Sean Dodge
analystOkay. And then you said before you expected the $408 million that you funded in the settlement to be tax deductible. Is that still what you understand it to be?
Michael Petras
executiveYes.
Sean Dodge
analystOkay. And then if we just think about that, I know I spent a lot of time answering investor questions about what kind of kind of learnings from Illinois can we apply then to Georgia. And so maybe I know you talked before about the similarities and differences between the two, so maybe just walk us through those.
Michael Petras
executiveThe first learning is I got to share with my mother this weekend when I was with her for Mother's Day that I didn't want to go to law school. She wanted me to go to law school, and I told her I'm thrilled that I didn't go to law school. And so I confirm that my instincts were right on that, not to go to law school. So -- but anyway, as far as -- and I know more about this, and I'd like to, to be honest with you. As far as Georgia, we've got cases in Georgia. It's a different scenario than we saw in Illinois. The biggest difference, there's several of them. One is just the whole situation, when it first came out, there was so much misinformation about ethylene oxide. It was so new to people, and I think they've learned quite a bit broadly across the industry. First of all, many people thought we were like one of the only facilities in the country. And I think people have gotten a better understanding. There's 100 facilities out there. We only have 8 of them. There's regulations in place that we abide by and are compliant within our permits that many people said, "Listen, they don't need to use ethylene oxide. There's plenty of alternatives." We kept saying, "No, no. That's not the truth." I think have people understood that's different now, and the reality is 50% of medical devices or 20 billion devices a year have to be sterilized with ethylene oxide. That's the FDA's numbers. So I think the whole venom and all the negative stuff that was out there and just the anger and the political dynamics in Illinois are different than they are in Georgia. It doesn't mean people aren't concerned. They shouldn't be concerned, right? But at the end of the day, it's a safe material in the amount that we use. There's no scientific proof that it causes cancer at this low levels. As far as kind of how the process will play out in Georgia, we have 1 case in 1 county, but put that aside for a minute. The other 300 cases, it's a different process than we went through in Illinois. In Illinois, the judge basically had the jury deal with everything, right? Private equity ownership, public company disclosures, executive compensation, emission control, science and all those kind of stuff. And the judge -- a jury just can't deal with that. Now fortunately, in the first case, you saw it was bad. The second one was managed a little bit better and we won the case 12-0. In Georgia, for those 300 cases, they're going through a Phase I and Phase II. So basically, the judge is going to spend all the time on the front end, understanding general causation. There's going to be 10 cases. She's going to go through general causation, and if you pass that screen of general causation, let's just say 6 of them do, they go to Phase 2, then it's specific causation. And after you work through that, then it will be determined if any cases go to the jury. That's probably a more appropriate way to do it. So I would tell you that. I would say the other big difference is just a scientific expertise standard, and Illinois is 1 of 5 or 6 states in the country that have something called Daubert standard, which is a really the low threshold and expertise required in science. In Georgia, it's the Frye standard, which is much more typical. I'm sorry, I got those backwards. It's Frye in Illinois and Daubert in Georgia. And then the last one, there's just a cap on punitive damages of $250,000 on punitive damages. But again, the basic point I want to make sure everybody understands. There is no scientific evidence that supports cancer being caused by this low amount of ethylene oxide.
Sean Dodge
analystOkay. And then Phase 1 in Georgia will get underway late this year?
Michael Petras
executiveNo. So the one trial that I mentioned, that will happen in October '23. The other ones aren't until late '24 into '25.
Sean Dodge
analystOkay. Okay. So onto better things. So around EO in emissions, the EPA recently published its kind of long-awaited proposal on increasing the standards there. So maybe just kind of give us a quick rundown of what all is entailed in this new -- still it's a proposal by the EPA, but what they're looking to do?
Michael Petras
executiveYes. So context, we've been waiting for new rules and regs since about 2019 when all this activity really started. We got them just in the last 30 days. They're about 600 pages in duration, and industry has allowed 60 days to comment on it. So we've been waiting like 4 years, and we're going to get till June 12 to comment on them. So our team is poring through those documents as we speak, and we'll provide comments. Listen, at the end of the day, the EPA wants to put more controls and restrictions on ethylene oxide. We are totally fine with that. As long as they're ground in science and they're rational about it. We are totally comfortable with where we sit in the industry, and we're fine. Regulation doesn't scare us. Just give us realistic regulations and good, sound science, and we'll work within the guardrails.
Sean Dodge
analystAnd this is something, like you said, you've been expecting for some time, and you've already been working to prepare for. So maybe, I guess, question one would be was there anything in the proposal that surprised you, that you didn't anticipate? And then maybe, 2, kind of an update on where you are in your plan upgrades.
Michael Petras
executiveYes. I would say there are some positions on there that aren't great for the industry in total. I think it's going to be hard for the industry to get there if it stayed as is. That's not the intent of the EPA. I don't believe that 50% of the medical devices or 20 billion of [indiscernible] and there's no alternative. So they'll get to the right answer. No regulation is perfect. I feel confident about what we've done, but there's going to have to be some modifications to what they put out in draft form for it to work for the industry, just like most regulations that are proposed. We expect to have comments in by June 12, and then there will be a period of time where they'll evaluate all those comments from the public. I would say we feel really good about the improvements we put in place and how well they're working, and we've progressed through a lot of our facilities in the U.S. and we'll continue to do that throughout '23 and '24.
Sean Dodge
analystOkay. Maybe talk a little more specifically about the improvements you have put into place.
Michael Petras
executiveYes. I'd say they take on the form of 3 aspects. One is central discharge. We try to really contain and minimize the points so they can't come out the windows or the doors. We're talking about parts per billion, so just -- we're not talking big plumes of pollution coming out of these facilities. We're talking about -- really -- we've really sealed off and tried to control central discharge. Second thing is double scrub. We take our process emissions and scrub them a second time to filtration. And the third thing that we've done is negative pressure [ PT tool 4 ], which is some standard that basically measures your pressure, being able to suck the area and so it doesn't go out of the building, right? So those are the things we're doing. Now what happens, just to give you a sense of complexity, you got a building that might be 60,000 square feet. Or even take this room. It's a very small [indiscernible], so you got to turn a lot of air to capture a small amount of EO to get into your emission control. Because remember, we're capturing 99.9996% of the ethylene oxide we're using through process emissions, right? So it's a really small amount. I mean these are really pretty extreme controls, but we want to set a pretty high standard on that as well.
Sean Dodge
analystAnd you talked before that there were some elements you thought in this proposal that just weren't reasonable or kind of achievable, and it seemed like those were more around just like the time lines that the EPA was looking at to get all this done. And so maybe just kind of walk us through anything beyond time lines that you thought were going to be tough for the industry to get to.
Michael Petras
executiveYes. I don't want to get into particular because I'm not an expert. My team is going to write this up and submit the appropriate comments with the proper communication context. I would just tell you, time line is challenging, I think, for the entire industry. I'd say some of the some of the internal metrics around employee exposures and things of that nature are challenging. They have to be worked out. The external emissions, I feel really good about what we've done there. So I think there's a couple of things that the industry is struggling with that they'll articulate in the public comments. I don't want to get into exact specifics on which ones, but again, it's a complicated document with lots of input, and my team is working through that.
Sean Dodge
analystOkay. And I guess we talked about you investing ahead of this to prepare. The silver lining here is that it sounds like you're well ahead of a lot of your peers. And so longer term, is this a market share opportunity for Sterigenics?
Michael Petras
executiveYes. It's too early to tell, but I feel really good about what the team has done, our learnings on this. I think if you look at a couple of the documents the EPA has got out there, they talk about a handful of facilities that have actually accomplished this, I'm pretty confident they're referencing many of our facilities in those few numbers that they do reference. It's going to be tough for many people to get to this level. They can do it with time and money, but small operators could be challenged in this. It's too early to tell what that means at the end of the day and result, but what we're going to do is make sure our facilities can operate and take care of the customers in the interim.
Sean Dodge
analystOkay. And then you -- in your opening remarks, but just the start to the year in Sterigenics, that was definitely a bright spot in the quarter. Maybe just give us an update on that part of the business and trends you're seeing in Sterigenics.
Michael Petras
executiveYes. Sterigenics, good solid business. We have about 50 facilities around the world. Mike and the team are continuing to execute and take care of our customers. We continue to be bullish on how volumes could play out today. We've seen med device volumes and surgical procedures increasing. We'd like to see a little bit more of that translate into our volumes. Inventory has been kind of a mixed bag across customers, if it's drapes and gowns or surgical kits or cardiac devices, we do thousands of different devices, we sterilize. But overall, volumes are good. They're not great, but the team is well positioned.
Sean Dodge
analystAnd there, you've got a pretty kind of well-constructed kind of long-range looking organic investment plan that you've kind of built around your existing Sterigenics footprint. Give us a sense of how that's progressing, how much incremental new capacity you've got -- you plan to open up here over the next couple of years?
Michael Petras
executiveYes, we have a pretty disciplined capital allocation process. As a matter of fact, we'll have our Board meeting next week, and we'll sit down and look at over the last 5 years, what our capital -- here's what we said we were going to do and here's what we've done and what the returns are. We target 20-plus percent returns on IRR capacity programs . A little higher on new -- existing facilities expansions and a little lower on brand-new facilities, but we look at this and try to work closely with our customers to understand what modality and what geography and the timing of that. So we feel pretty good about it. We've got 6 active capacity expansion programs going on. and we'll continue to progress those throughout 2023.
Sean Dodge
analystOkay. The -- if we turn to Nordion, you mentioned Q1 being a little light given the harvest schedule, but that's something that, if we just think about how that business works, you've got a lot of good kind of long-range visibility into. And so maybe just a little bit more context there.
Michael Petras
executiveI'd [indiscernible]. Down 70% is a little heavy. But that business, we have pretty good visibility on it. So let me explain how it works. Basically, nuclear utilities, their primary purpose in life is to generate electricity. And what they do, that's a big part of their social license, is they also help us with cobalt. And so the cobalt comes out when the utility does harvesting, when they do maintenance or refurbishment on the reactors. They are not going to shut down a reactor to grab our little cobalt out to get out to a gamma knife or the sterilization. So we kind of work in concert with them when they do their shutdowns. So we have visibility on that and it was -- and it's -- people ask, was this Russia related? It's not Russia related. This is probably our largest, most stable supplier that we've been using for many, many years for cobalt. And they just -- they told us last year, even just prior to last year, that their harvest schedule was geared towards second half of the year. So a large portion of their cobalt will come out in the second half of the year. So what happens is they shut down, we extract a cobalt with them. We ship it over to our facility in Ottawa, Canada, and then we process in a usable form to send to sterilizers like Sterigenics. It's quick turn. This stuff decays at about 12% a year. So we don't hold on to a lot of inventory. We might get caught at the end of the month and the end of the quarter, flipping over, but it's not like it sits there for months and weeks. It's a pretty quick turn. So we'll -- we have great visibility. We knew it. We projected to the investment community that second half of the year was going to be about 75% approximately of the cobalt.
Sean Dodge
analystOkay. And you mentioned, Russia. That's an area we certainly get a lot of questions on, but it's basically this year, you sized for less than 3%, and that number continues to get smaller as the year kind of progresses. So maybe just an update on Russia. There was cobalt that you got out of Russia as recent as I think it was last month, you said.
Michael Petras
executiveYes, we -- Russia has been a supplier for us and the industry for cobalt for many, many, many years. It's unfortunate there's a geopolitical battle right now going on. We continue to get cobalt. What we try to do is people ask us if something were to happen, what could be the potential impact of the company? So we've given a forecast or guidance for the year, and that assumes cobalt continues to flow from Russia. In the event it didn't, it could be anywhere from -- we said 0% to 3% coming into the year, but since we got some cobalt in the first quarter, it's 0 to 2.5% now. And as the year progresses, we're hopeful that, that number continues to get smaller and smaller. But we're flowing cobalt every month.
Sean Dodge
analystAnd there is some investments that you've accelerated recently in diversifying your cobalt 59/60 supply over the long run. Maybe just a quick kind of like education on what you're doing there, and then a little bit on just the lead times.
Michael Petras
executiveYes. So we've got to significant cobalt development programs going on. One of them is with OPG, Ontario Power Group, and we're working with them on Darlington reactor. This is a CANDU reactor. They've made cobalt and CANDU reactors for many years, and we are working with them to start to bring cobalt out of the Darlington reactors, which will happen in the next several years. These are long-range programs, take 3, 5 years minimum to get going. So we're doing a development program there. Again, that's with OPG, which is a long-term stable supplier for us. And the second one, we're in a partnership with Westinghouse. This has got more of a science project aspect to it. What we're trying to do is figure out in conjunction with them and utility operators how to get LWR, PWR reactors, pressurized water reactors, to start to make cobalt. If that happens, that opens up a fleet of nuclear reactors throughout the U.S. and on a global basis, but there's still a lot of development signs that's going to be several years, 2028, 2030. There's still more work to prove that, that will work. But that's something we're investing in as well. And then we've got a couple other we haven't publicly released, but these are all in the interest of supplying cobalt for the long-term growth of this market.
Sean Dodge
analystOkay. And then if we just turn to the third of your businesses, so Nelson Labs, so that was off to a little bit of a slower start to the year. Maybe just kind of walk you through what's going on with Nelson.
Michael Petras
executiveYes. I was actually out there last week with the team, with Joe and the gang. First quarter is always typically a lower quarter for both them and Sterigenics, and that played out in first quarter. Like Sterigenics, we'd like to have a little bit more volume coming through. But overall, that team -- great business, and that business for some of you, may not be as familiar. It's an independent testing lab. So we do microbiological and analytical chemistry testing for the med device and pharma world. What we do in that business is help make sure the products are safe and meet their regulatory requirements. We're brought in as an independent lab to work with the med device and pharma companies. It's a fantastic business. We do about 800, 900 different tests, solely focused on med device and pharma.
Sean Dodge
analystAnd so you mentioned volumes there, you'd like to see come through a little bit quicker. What kind of -- I guess what kind of lead times do you have? What kind of visibility do you have on Nelson?
Michael Petras
executiveYes. It's a shorter lead time business. If you look at it -- if you put it on a relative basis compared to the other businesses, Nordion is probably the longest, most -- Nordion has the most visibility. It's not like we're building a jet engine or a power plant, although we had that great level of visibility. But we have more visibility on Nordion that any business, then probably Sterigenics, and then Nelson's more weeks and a month or 2 where you have visibility, but not for 100% of the business. It's a shorter-cycle business. Customers do a sterilization of a product. They send it over to Nelson, [indiscernible]. Customer has a substitution of component, and they want to make sure that testing works and it meets the regulatory requirements, or they're doing -- they get a problem on the facilities, they send it to us to help them sort it out. So it's shorter in nature. Now some of the projects may take longer to play out, but it's typically a shorter cycle business.
Sean Dodge
analystOkay. And you recently added some headcount, some staff to Nelson in anticipation of the higher volumes coming through. Maybe just your thoughts on how long do you wait before you kind of work to adjust your cost base there?
Michael Petras
executiveYes. In that business, we had a big bolster volume came in, in '21 -- 2020 and 2021, and we staffed up. But then you get into '22 when you start to get the COVID and the labor challenges. That's a labor-intensive business here in Salt Lake City, and that market was pretty challenging. So as the year progressed last year, we decided to make a concerted effort to really focus on service in our customer survey satisfaction work. And we staffed up in the last quarter of the year and it rolled into the first quarter, which we knew was a little lighter. If volume doesn't come in, we'll figure out how to trade that down. We have a decent amount of turnover in that business. We could trade down, but we wanted to go a couple of quarters and see how the volume plays out.
Sean Dodge
analystOkay. And then one of the ideas, one of the thesis behind that business was the cross-sell opportunity between Sterigenics and Nelson and vice versa, I would imagine. How big of an opportunity is that still? And is that unfolding like you thought?
Michael Petras
executiveYes. We haven't publicly communicated those kind of synergies, but I would just give you an example. Like we -- I was out there just last week and we were talking about there's a big med device company. They had a new product. It was getting filed with the FDA, RCA. Part of the Nelson business helped with the regulatory filings, then the Nelson teams helped put together sterilization protocols. And then the product -- we ultimately put the protocols to work within Sterigenics, using Nordion cobalt. I mean it's really a nice end-to-end solution we could bring to customers. Lots of activity around validations like that as well. Customers come out with new products or new suppliers. They want to go to a new facility. We can help coordinate that within our facilities, which gets -- the customer benefit is one-stop shop and improve cycle times. Now I don't want to oversell it. The thing is not perfectly running. We do have 63 facilities around the world, so there's -- I don't want to state that we're perfect at, but those are the things that we're doing really well with the teams.
Sean Dodge
analystOkay. Great. We're out of time. Any parting thoughts, messages, anything before we...
Michael Petras
executiveNo, great. We've got a critical role we play in healthcare in safeguarding global health. It's -- we're the people behind 40 of the top 50 med device companies, 9 of the top 10 pharma companies in the world, and it's -- we got 3,000 people who wake up every day safeguarding global health. It's a really great business. So thanks, RBC. Sean, thanks for your help.
Sean Dodge
analystYes. Thank you, Michael. Okay. Great.
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