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Operator: Good morning, and welcome to the Sotera Health Fourth Quarter 2022 Conference Call. 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.

Jason Peterson: 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. I’ll now turn the call over to Sotera Health’s Chairman and CEO, Michael Petras.

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. These industry-leading enhancements underscore our ongoing commitment to ensure best-in-class operations for our employees, customers and the communities in which we operate. Nordion, our other reporting segment within the sterilization services business had a good year. At the beginning of 2022, we indicated that a total disruption of cobalt-60 supply from Russia could result in an up to 3% impact on total Sotera Health revenues.

I am pleased to say that the Nordion team has done an exceptional job navigating this geopolitical risk in 2022 and avoided the potential 3% revenue risk from Russian supplied cobalt-60. As we consistently message, Nordion’s revenues are lumpy due to the timing of cobalt-60 harvest supply schedules. As expected for the quarter, Nordion’s revenue declined by 7.1%, which was driven by the timing of cobalt-60 harvest schedules. However, when viewed on a longer-term basis, Nordion’s revenue stream is very consistent. For the year, Nordion’s revenues were up 9.3%. 2022 was a challenging year for Nelson Labs, our lab testing and advisory service business. Fourth quarter 2022 revenue grew by almost 3% compared with the same period in the prior year while revenues grew approximately 2% year-over-year or 4.4% on a constant currency basis.

I am pleased with the Nelson team as they navigate through labor and supply chain challenges in 2022. Overall, 2022 was a good year for Sotera Health considering the uncertainty driven by macroeconomic pressures in geopolitical events. As projected, we deployed the greatest amount of capital in the company’s history the fund capacity expansions, cobalt development, EO, emission control enhancements in various operational excellence projects across each business. This level of investment speaks to the company’s commitment to growth. Additionally, our balance sheet ended the year in a strong position with net leverage finishing at 3.2x, well within the long-term range of 2 to 4x. As communicated in the press release last week, Sotera Health closed on the issuance of a $500 million Term Loan B.

The proceeds of this incremental debt financing, along with cash on hand, will be used to fund the $408 million ethylene oxide litigation settlement in Cook County, Illinois, paying off the existing borrowings under our revolving credit facility to further enhance liquidity and for other general corporate purposes. We are pleased that this issuance received such very positive interest from the market and puts us in a strong liquidity position moving forward. Although this new borrowing will initially increase our net leverage ratio slightly above 4x, we expect net leverage to settle within our long-term target range of 2 to 4x by the end of 2023. As for the Illinois EO settlement, the plaintiff executive committee reports that the process is on track for participation rates to be determined by the late April or early May.

We are scheduled to fund an escrow account for the settlement on May 1 and subject to participation by substantially all the eligible claimants, we expect the settlement to be completed in the settled cases to be dismissed by late July or early August. I also want to take a moment to highlight the progress made on our ESG initiatives this past year. While I reflect on how far we’ve come in the past year, I am proud of our team’s accomplishments. As part of our IPO, the Board established ESG oversight with our nominating and corporate governance committee. We established an internal cross-functional ESG committee, which reports into me and appointed 2 seasoned senior executives as co-chairs to help lead the identification, implementation of ESG initiatives consistent with our overall business strategy.

During 2022, we achieved numerous corporate responsibility accomplishments. I want to highlight a few of the specific activities. In the environment area, we established consistent environmental health and safety metrics across our global businesses. We launched a new global EHS policy added incremental EHS leadership and engaged a third-party software solution to assist in establishing baseline EHS metrics. In addition, we continue our investment in state-of-the-art emission controls at our EO facilities. With respect to human capital, culture in our communities, we completed our annual global employee engagement survey with 84% participation. We launched the Sotera Health Women’s Network, leveraging the work done at Nelson Labs on women’s leadership development and expanding its impact across the company.

Additionally, we developed a new career website and completed our Leading For Our Future leadership Development Program, which had the project team focused on ESG activities. In 2022, we also launched a new corporate responsibility website and published our first corporate responsibility report. In addition to the operational and financial performance, our ESG initiatives combined to make an impressive and very busy year for the team. We look forward to reporting on our ESG progress in future calls. As we look forward to 2023, we will continue to focus on our priorities. A few of these are investing for organic growth, which includes adding capacity, enhancing our infrastructure and investing in cobalt development programs. We will continue to invest in upgrades to our North American EO emission control systems.

We remain committed to our focus on operational excellence, which involves improving customer service across our businesses. We will continue to be disciplined with capital while deleveraging our balance sheet during the course of the year. Today, we also provided our initial outlook for 2023. For the full year 2023, we expect total revenues in the range of $1.055 billion to $1.090 billion, which represents growth of approximately 5% to 9%. Adjusted EBITDA in the range of $530 million to $550 million, resulting in growth of approximately 5% to 9%. And adjusted EPS in the range of $0.78 to $0.86, representing a decline of 10% to 19%, which is driven by increased interest expense and expected increase in our adjusted net income tax rate. Now Michael Biehl will take us through the financials in more depth.

Michael Biehl: 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 drivers for the fourth quarter included favorable pricing of 5.6% and favorable volume and mix of almost 5%, partially offset by unfavorable changes in foreign currency exchange rates of 2.6%. Compared to the fourth quarter of 2021, segment income margins contracted by 20 basis points to 55.1% driven by the timing of pricing actions versus realized inflation. Sequentially, margins did improve in each quarter of 2022. Nordion’s fourth quarter revenue declined by approximately 7% to $34 million compared to the fourth quarter of 2021, which is driven by the timing of cobalt-60 supply schedules. Nordion segment income declined by more than 5% to $20 million compared to the same period last year.

On a constant currency basis, Nordion’s fourth quarter revenue declined by 3% versus the same period last year. Nordion’s revenue change versus fourth quarter 2021 was driven by volume decline of nearly 14%. Headwinds associated with changes in foreign currency exchange rates of over 4%, offset by favorable pricing 11%. Nordion’s margins were 59.5%, a 130-basis-point improvement from fourth quarter 2021 margin levels, which is driven by pricing contributions, partially offset by mix. For Nelson Labs, the fourth quarter of 2022 revenue improved 2.7% to $56 million compared to the fourth quarter of 2021. Segment income of $20 million was less than 1% favorable versus fourth quarter 2021. On a constant currency basis, Nelson Labs grew revenues 5.3% compared to the fourth quarter of last year.

Revenue growth for the fourth quarter of 2022 was impacted by a 5.5% benefit from pricing, partially offset by headwinds associated with changes in foreign currency exchange rates of 2.6%. Fourth quarter 2022 margins for Nelson Labs contracted to 36.3% or approximately 90 basis points versus fourth quarter 2021 margin levels. This decline was driven by inflation increased staffing in anticipation of incremental volume, partially offset by pricing improvements. Even though there was a margin decline versus the same quarter last year, fourth quarter 2022 was the highest margin rate for the year as margin expanded 180 basis points compared to the third quarter. Prior to providing highlights related to capital deployment net leverage, I would like to touch base on cash generation.

Due to the critical nature of the services we offer and the strength of our business model, we generated $278 million of operating cash flow during 2022. This robust cash flow allows us to fund operating needs and invest for future growth. As of December 31, 2022, we had $396 million in cash, and over $475 million of available liquidity, and our net leverage fell to 3.2x of adjusted EBITDA. In November, we borrowed $200 million on our revolving line of credit to enhance liquidity in connection with litigation needs, which was held as cash on the balance sheet at year-end. This revolver borrowing was paid off during the first quarter of 2023 with cash on hand and proceeds from the recent $500 million Term Loan B financing, which we have borrowed primarily to fund the Illinois EO litigation settlement.

Our CapEx for fourth quarter and full year 2022 was $72 million to $182 million, respectively. Both CapEx and facility enhancements drove the increased investment levels for 2022. Inflationary impacts as well as some opportunistic spend earmarked for 2023, drove our investments above the $170 million upper end of our 2022 guidance range. Finally, I want to provide additional color around our 2023 outlook. I’ll start with a quantitative summary and finish with our assumptions. For full year 2023, we expect total revenues will be in the range of $1.055 billion to $1.090 billion representing an annual growth rate of 5% to 9%. Adjusted EBITDA will be in the range of $530 million to $550 million, also representing an annual growth rate of 5% to 9%.

Effective tax rate applicable to adjusted net income in the range of 30% to 33%, so I want to provide some color on due to the increase compared to the prior year rate. As many of you may recall, 2017 U.S. tax reform provided for limitations on the deductibility of interest. U.S. tax reform provided for a change in 2022 whereby deductibility will be further limited. This, combined with higher interest expense due to increasing interest rates, along with the large carryforwards of nondeductible interest from prior years, has resulted in a larger valuation allowance and a higher effective tax rate for 2023. Adjusted EPS is expected to be in the range of $0.78 to $0.86, this represents a decline of 10% to 19%, which is primarily driven by increased interest expense as well as the increased tax rate.

Fully diluted share count in the range of 283 million to 285 million shares on a weighted average basis, capital expenditures to be in the range of $185 million to $215 million, representing continued elevated investments for growth as we continue to fund capacity expansions at both Sterigenics and Nelson Labs as well as invest in EO emission enhancements in North America and cobalt development projects at Nordion. With the closing of the $500 million Term Loan B, our leverage will increase slightly above our long-term stated target range of 2 to 4x. By year-end 2023, we expect to be back within this range. From a qualitative standpoint, our assumptions are as follows: we’re anticipating labor market and inflationary pressures to continue into 2023, as well as some continued indirect impact from supply chain disruptions.

We expect that Russia will continue to face more sanctions as the war in Ukraine heads into its second year, but we believe Nordion will continue to be able to navigate the challenges. Authorities around the world understand the importance of cobalt-60 produced in Russia to the global health care system. Michael will touch on the risk associated with the disruption of cobalt-60 supply from Russia in a minute. As we look at the cadence of quarterly reporting, I’ll comment briefly on each business unit. We expect our largest and most consistent business, Sterigenics, to have lower volumes and margins in the fourth quarter as typical and we’ll realize increased volumes and margin expansion through the rest of the year. Keeping with the typical cadence, the phasing of Nordion’s financial performance is driven in large part by harvest and shipment schedules for cobalt-60.

2023 will be particularly lumpy as almost all of the first half 2023 revenues and segment income will occur in the second quarter. While approximately 75% of Nordion revenues and 80% of segment income will be realized in the back half of the year. Returning to a pre-pandemic quarterly cadence. Nelson Labs expected to have lower margins in the first quarter of 2023 and are expected to expand margins through the year. We expect margins to climb back to normal run rate levels in the mid- to high 30s in the back half of the year. From a foreign currency standpoint, our guidance assumes that year-end 2022 rates remain relatively constant for the year. From a capital deployment standpoint, we continue to prioritize growth initiatives, deleveraging our balance sheet and long-term strategic acquisitions.

We do not assume any acquisitions in our guidance. I’ll now turn the call back over to you, Michael.

Michael Petras: 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 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.

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Operator: My first question will come from Sean Dodge with RBC Capital Markets.

Sean Dodge: 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 .

Michael Petras : 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.

Sean Dodge: 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?

Michael Petras: 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.

Operator: Our next question will come from Patrick Donnelly with Citi.

Patrick Donnelly: 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.

Michael Petras: 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.

Patrick Donnelly: 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.

Michael Petras: 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.

Michael Biehl: 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?

Patrick Donnelly: It does.

Operator: Our next question will come from Matthew Mishan with KeyBanc.

Matthew Mishan: 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?

Michael Petras: 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.

Matthew Mishan: 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?

Michael Petras: 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.

Operator: Our next question will come from Luke Sergott with Barclays.

Luke Sergott: 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?

Michael Petras: No, it’s not.

Luke Sergott: 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?

Michael Petras: 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.

Luke Sergott: Okay. So I mean like…

Michael Petras: I mean in ’24, ’25, I would think.

Luke Sergott: 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 to assume a lot longer than that. All right. That’s fine.

Michael Petras: 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.

Luke Sergott: 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?

Michael Petras: 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.

Operator: Our next question will come from Casey Woodring with JPMorgan.

Casey Woodring: 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?

Michael Petras: 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.

Casey Woodring: 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?

Michael Petras: 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.

Operator: Our next question will come from Dave Windley with Jefferies.

David Windley: 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?

Michael Petras: 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 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.

David Windley: 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.

Michael Biehl: 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.

David Windley: 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?

Michael Petras: 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: Our next question will come from Michael Polark with Wolfe Research.

Michael Polark: 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.

Michael Petras: 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.

Michael Polark: 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?

Michael Petras: 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.

Operator: 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.

Michael Petras: 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.

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