Sotera Health Co
For the period ended Sep 30, 2024. Filed Nov 5, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 5, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-05.
0001822479-24-000041
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-05.
0001822479-24-000049
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 186 previous paragraphs and 182 current paragraphs.
90 unchanged; 68 reworded; 23 added; 25 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (23)
Current report
Product revenues increased $10.6 million, or 29.5%, to $46.7 million in the three months ended September 30, 2024 as compared to $36.1 million in the three months ended September 30, 2023. The timing of reactor harvest schedules was the primary driver for the increase in volume and mix of $8.6 million. In addition, Nordion benefited from favorable pricing of $2.3 million, partially offset by a $0.3 million unfavorable impact from changes in foreign currency exchange rates.
Current report
Cost of service revenues increased $7.5 million, or 7.2%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The key drivers of the increase in cost of service revenues were $4.3 million of incremental depreciation related to capital assets recently placed in service and $2.4 million of higher employee compensation costs.
Current report
SG&A expenses increased $7.9 million, or 14.6%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The increase was primarily driven by incremental SG&A related compensation costs of $3.5 million, a $1.5 million increase in share-based compensation expense, a $0.9 million increase in legal and other professional service expenses and a $0.9 million increase in depreciation for capital assets recently placed in service.
Current report
Interest expense, net increased $0.9 million, or 2.3%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The increase was driven by a $3.6 million net unfavorable change from interest rate derivative activity, partially offset by a decrease in in the interest rate on variable rate borrowings, resulting in $2.4 million of decline in interest expense.
Current report
Foreign Exchange Gain
Current report
Other (Income) Expense, Net
Current report
Net Income (Loss), Adjusted Net Income and Adjusted EBITDA
Current report
Nine Months Ended September 30, 2024 as compared to Nine Months Ended September 30, 2023
Current report
Net revenues were $810.2 million in the nine months ended September 30, 2024, an increase of $71.2 million, or 9.6%, as compared with the nine months ended September 30, 2023. Changes in foreign currency exchange rates had no material impact on consolidated net revenues in the nine months ended September 30, 2024 compared with the nine months ended September 30, 2023, although there were impacts when viewed at the segment reporting level.
Current report
Product revenues increased $35.8 million, or 50.2%, to $107.2 million in the nine months ended September 30, 2024 as compared to $71.4 million in the nine months ended September 30, 2023. The timing of reactor harvest schedules was the primary driver of the improvements in volume and mix of $33.0 million along with a favorable pricing impact of $3.6 million. Partially offsetting this increase was an unfavorable impact from changes in foreign currency exchange rates of $0.8 million.
Current report
Amortization of intangible assets decreased $1.4 million or 3.0% to $46.7 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 due to changes in foreign currency exchange rates.
Current report
Interest expense, net increased $23.5 million, or 23.5%, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The increase was driven by lower favorability from interest rate derivative activity of $12.5 million and $10.9 million of incremental interest expense, driven by the $500 million Term Loan that closed in February 2023 as well as higher variable interest rates on variable rate debt in the first half of 2024.
Current report
Other income, net increased $0.8 million, or 23.8%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The fluctuation was mainly driven by activity in the Nordion segment, includinga $0.5 million increase in theunrealized gain on embedded derivatives.
Current report
Sterigenics net revenues were $175.6 million for the three months ended September 30, 2024, an increase of $7.2 million, or 4.3%, as compared to the three months ended September 30, 2023. The increase was mainly attributable to a 4.4% favorable impact from pricing and a 0.5% increase in volume and mix, partially offset by a 0.6% decrease due to changes in foreign currency exchange rates.
Current report
Nordion net revenues were $51.3 million for the three months ended September 30, 2024, an increase of $11.2 million, or 28.0%, as compared to the three months ended September 30, 2023. The increase was primarily attributable to changes in volume and mix of 23.2% and favorable pricing of 5.7%, partially offset by a 0.9% unfavorable impact from changes in foreign currency exchange rates.
Current report
Nelson Labs segment income was $18.6 million for the three months ended September 30, 2024, an increase of $1.5 million, or 9.0%, as compared to the three months ended September 30, 2023. The increase in segment income and segment income margin was primarily a result of favorable pricing, volume and mix, and improvements in labor productivity, partially offset by increases in employee compensation costs.
Current report
Segment Results for the Nine Months Ended September 30, 2024 and 2023
Current report
Sterigenics net revenues were $518.4 million for the nine months ended September 30, 2024, an increase of $23.5 million, or 4.7%, as compared to the nine months ended September 30, 2023. The increase was mainly attributable to a 4.7%favorable impact from pricing.
Current report
Nordion net revenues were $116.6 million for the nine months ended September 30, 2024, an increase of $35.9 million, or 44.6%, as compared to the nine months ended September 30, 2023. The increase was driven by favorable changes in volume and mix of 41.1% and pricing of 4.4%. Partially offsetting this decrease was anunfavorable impact from changes in foreign currency exchange rates of 0.9%.
Current report
Sterigenics segment income was $278.6 million for the nine months ended September 30, 2024, an increase of $11.1 million, or 4.2%, as compared to the nine months ended September 30, 2023. The increase in segment income was fueled mainly by favorable pricing, partially offset by ongoing pressure from inflation and higher employee compensation costs.
Current report
Nordion segment income was $65.9 million for the nine months ended September 30, 2024, an increase of $22.6 million, or 52.1%, as compared to the nine months ended September 30, 2023. The timing of reactor harvest schedules was a primary driver for the increase in segment income and segment income margin.
Current report
(f)Represents the cost to settle 79 pending EO claims in Georgia under a settlement term sheet entered into on December 21, 2023.
Current report
Cash used in financing activities was $44.0 million for the nine months ended September 30, 2024 compared to net cash provided by financing activities of $269.8 million for the nine months ended September 30, 2023, resulting in a net change of $313.8 million. The difference was mainly attributable to $298.8 million of debt proceeds (net of repayments) in the nine months ended September 30, 2023 compared to $1.3 million of debt repayments (net of debt proceeds) in the nine months ended September 30, 2024. Cash outflows for debt issuance costs also increased $6.4 million during the nine months ended September 30, 2024 compared to the same period in the prior year. In addition, a purchase option for a leased facility was exercised in the first quarter of 2024 resulting in a $6.7 million cash outflow.
Removed paragraphs (25)
Previous report
Consolidated net revenues for the six months ended June 30, 2024 increased 10.3% from the same period of the prior year, due to higher volumes in the Nordion and Nelson Labs segments and favorable pricing across all segments.
Previous report
Product revenues increased $9.6 million, or 32.9%, to $38.8 million in the three months ended June 30, 2024 as compared to $29.2 million in the three months ended June 30, 2023. The timing of reactor harvest schedules was a primary driver for improvements in volume and mix of $8.7 million at Nordion. In addition, Nordion benefited from favorable pricing impacts of $1.2 million.
Previous report
SG&A expenses increased $0.3 million, or 0.5%, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. The increase was primarily driven by a $1.8 million increase in share-based compensation expense and a $1.4 million increase in other incremental SG&A compensation-related costs. The increase was partially offset by a $2.3 million decline in legal and other professional services expenses.
Previous report
Interest expense, net increased $9.7 million, or 31.4%, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. The main drivers of the increase in interest expense, net were a $5.3 million decline in interest income and a $4.5 million decline in favorable impacts from interest rate derivative activity. The weighted average interest rate on our outstanding debt was 8.19% and 8.20% at June 30, 2024 and 2023, respectively.
Previous report
Other income, net was $1.5 million for the three months ended June 30, 2024 compared to $2.5 million for the three months ended June 30, 2023. The majority of the variance stemmed from a net decrease in the fair value of Nordion’s embedded derivative assets, resulting in a decrease in other income of $0.9 million from the three months ended June 30, 2024 compared to the same period of the prior year.
Previous report
increase in the valuation allowance against our excess interest expense carryforward balance.
Previous report
Six Months Ended June 30, 2024 as compared to Six Months Ended June 30, 2023
Previous report
Net revenues were $524.8 million in the six months ended June 30, 2024, an increase of $48.9 million, or 10.3%, as compared with the six months ended June 30, 2023. Excluding the impact of foreign currency exchange rates, net revenues in the six months ended June 30, 2024 increased approximately 10.2% compared with the six months ended June 30, 2023.
Previous report
Product revenues increased $25.2 million, or 71.4%, to $60.5 million in the six months ended June 30, 2024 as compared to $35.3 million in the six months ended June 30, 2023. The timing of reactor harvest schedules was a primary driver for the improvements in volume and mix of $24.3 million at Nordion. In addition, Nordion benefited from favorable pricing impacts of $1.3 million.
Previous report
Cost of service revenues increased $11.9 million, or 5.7%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. The growth in cost of service revenues was primarily driven by higher employee compensation costs of $8.1 million, a $2.2 million increase in depreciation related to capital assets recently placed in service, and a $1.4 million increase in certain facility repairs and maintenance costs.
Previous report
Operating Expenses
Previous report
Amortization of intangible assets decreased $1.2 million to $31.1 million, or 3.6%, for the six months ended June 30, 2024 as compared to the three months ended June 30, 2023 due mainly to changes in foreign currency exchange rates.
Previous report
Interest expense, net increased $22.6 million, or 37.9%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. The increase was mainly driven by an increase in the interest rate on variable rate borrowings over the course of the first half of 2024, which contributed to a $9.5 million increase interest expense. The variance was also the result of an $8.8 million decline in favorable impacts from interest rate derivative activity, a $6.2 million decline in interest income and $0.6 million increase in debt issuance cost and debt discount amortization. Partially offsetting these factors was a $3.3 million increase in capitalized interest. The weighted average interest rate on our outstanding debt was 8.19% and 8.20% at June 30, 2024 and 2023, respectively.
Previous report
Loss on Refinancing of Debt
Previous report
Foreign Exchange (Gain) Loss
Previous report
Other Income, Net
Previous report
Sterigenics net revenues were $176.4 million for the three months ended June 30, 2024, an increase of $9.8 million, or 5.9%, as compared to the three months ended June 30, 2023. The increase reflects favorable impacts from pricing of 4.9% as well as higher volume and changes in mix of 1.4%, partially offset by 0.4% due to unfavorable changes in foreign currency exchange rates.
Previous report
Nordion net revenues were $41.2 million for the three months ended June 30, 2024, an increase of $9.3 million, or 29.0%, as compared to the three months ended June 30, 2023. The timing of reactor harvest schedules resulted in favorable volume and mix of 26.5%, which was a primary driver for net revenue, and favorable pricing of 3.8% also drove improvement. Partially offsetting this increase was an unfavorable impact of 1.3% from changes in foreign currency exchange rates.
Previous report
Nelson Labs segment income was $17.1 million for the three months ended June 30, 2024, a decrease of $2.1 million, or 11.0%, as compared to the three months ended June 30, 2023. The decrease in segment income and segment income margin was primarily due to the impacts of volume and mix, as well as higher labor costs, partially offset by favorable pricing.
Previous report
Segment Results for the Six Months Ended June 30, 2024 and 2023
Previous report
Sterigenics net revenues were $342.9 million for the six months ended June 30, 2024, an increase of $16.3 million, or 5.0%, as compared to the six months ended June 30, 2023. The increase was primarily attributable to favorable impacts from pricing of 4.9% and changes in foreign currency exchange rates of 0.2%.
Previous report
Nordion net revenues were $65.3 million for the six months ended June 30, 2024, an increase of $24.7 million, or 61.0%, as compared to the six months ended June 30, 2023. The timing of reactor harvest schedules resulted in favorable volumes and changes in mix of 58.8%, and a favorable impact from pricing of 3.2% also drove improvement. Partially offsetting these factors was an unfavorable impact of 1.0% from changes in foreign exchange rates.
Previous report
Sterigenics segment income was $182.6 million for the six months ended June 30, 2024, an increase of $8.3 million, or 4.8%, as compared to the six months ended June 30, 2023. The increase in segment income was driven primarily by favorable customer pricing, partially offset by inflation.
Previous report
Nordion segment income was $34.2 million for the six months ended June 30, 2024, an increase of $14.9 million, or 77.1%, as compared to the six months ended June 30, 2023. The timing of reactor harvest schedules was a primary driver for the increase in segment income and segment income margin.
Previous report
Cash used in financing activities was $41.4 million for the six months ended June 30, 2024 compared to $273.2 million of cash provided by financing activities for the six months ended June 30, 2023. The difference was mainly attributable to $500.0 million in proceeds from the issuance of Term Loan B due 2026 on February 23, 2023, partially offset by the $200.0 million paydown of the outstanding balance on the Revolving Credit Facility concurrent with the issuance of Term Loan B due 2026. Additionally, in the six months ended June 30, 2024, the Company paid $6.7 million to acquire certain facilities through the settlement of a finance lease and paid $5.5 million of incremental debt issuance costs as compared to the comparable period of the prior year.
Reworded paragraphs (68)
Previous wording
For the three and six months ended June 30, 2024, respectively, we recorded net revenues of $276.6 million and $524.8 million, net income of $8.8 million and $15.1 million, Adjusted Net Income of $55.2 million and $90.8 million, and Adjusted EBITDA of $137.3 million and $249.3 million. For the definition of Adjusted Net Income and Adjusted EBITDA and the reconciliation of these non-GAAP measures from net income, please see “Non-GAAP Financial Measures.”
Current wording
For the three and nine months ended September 30, 2024, respectively, we recorded net revenues of $285.5 million and $810.2 million, net income of $17.0 million and $32.1 million, Adjusted Net Income of $48.9 million and $139.8 million, and Adjusted EBITDA of $146.4 million and $395.6 million. For the definition of Adjusted Net Income and Adjusted EBITDA and the reconciliation of these non-GAAP measures from net income (loss), please see “Non-GAAP Financial Measures.”
Previous wording
The following summarizes strategic developments and key factors that impacted our operating results for the three and six months ended June 30, 2024 and may continue to affect our performance and financial condition in future periods.
Current wording
The following summarizes strategic developments and key factors that have impacted our operating results for the three and nine months ended September 30, 2024 and may continue to affect our performance and financial condition in future periods.
Previous wording
•Business and market conditions. Consolidated net revenues for the three months ended June 30, 2024 increased 8.3% from the same period of the prior year, mainly driven by improved volumes and sustained favorability in pricing across all segments.
Current wording
•Business and market conditions. Consolidated net revenues for the three and nine months ended September 30, 2024 increased 8.5% and 9.6%, respectively, compared to the same period of the prior year, mainly driven by higher volumes across all segments and favorability in pricing.
Previous wording
reactors. We continue to monitor the potential for disruption in the supply of Co-60 from Russian nuclear reactors. There was no impact to our supply or revenue during the three and six months ended June 30, 2024.
Current wording
reactors. We continue to monitor the potential for future disruption in the supply of Co-60 from Russian nuclear reactors. There was no impact to our supply or revenue during the three and nine months ended September 30, 2024.
Previous wording
•Investment initiatives. We continue to advance our growth-related investments, including our three active capacity expansion projects within the Sterigenics segment and Co-60 development projects in the Nordion segment. In addition, Nelson Labs has progressed with expansion efforts to support pharma testing services alongside enhancements to its lab information management system.
Current wording
•Investment initiatives. We continue to advance our growth-related investments, including our two active capacity expansion projects within the Sterigenics segment, Co-60 development projects in the Nordion segment and lab expansion efforts to support pharma testing services in the Nelson Labs segment.
Previous wording
•Litigation costs. We are currently the subject of tort lawsuits alleging injury by purported exposure to EO used, emitted or released by current facilities in Atlanta, Georgia, Santa Teresa, New Mexico, and Los Angeles, California and our former facility in Willowbrook, Illinois. In addition, we are defendants in a lawsuit brought by the State of New Mexico Attorney General alleging that emissions of EO from our Santa Teresa facility negatively impacted Santa Teresa and surrounding communities. We maintain that these facilities did not pose and do not pose any safety risk to their surrounding communities. We deny the allegations in these lawsuits and are vigorously defending against these claims. See Part II, Item 1, “Legal Proceedings” and Note 14, “Commitments and Contingencies” to our consolidated financial statements.
Current wording
•Litigation costs. We are currently the subject of tort lawsuits alleging injury by purported exposure to EO used, emitted or released by current facilities in Atlanta, Georgia and Los Angeles, California and our former facility in Willowbrook, Illinois. In addition, we are defendants in a lawsuit brought by the State of New Mexico Attorney General alleging that emissions of EO from our Santa Teresa facility negatively impacted Santa Teresa and surrounding communities. We maintain that these facilities did not pose and do not pose any safety risk to their surrounding communities. We deny the allegations in these lawsuits and are vigorously defending against these claims. See Part II, Item 1, “Legal Proceedings” and Note 14, “Commitments and Contingencies” to our consolidated financial statements.
Previous wording
For the three and six months ended June 30, 2024, we recorded costs of $7.8 million and $14.2 million, respectively, representing professional fees and other expenses related to litigation associated with our EO sterilization facilities.
Current wording
For the three and nine months ended September 30, 2024, we recorded costs of $8.2 million and $22.4 million, respectively, representing professional fees and other expenses related to litigation associated with our EO sterilization facilities.
Previous wording
•Borrowings and financial leverage. On May 30, 2024, the Company and SHH entered into Amendment No. 4 to the Senior Secured Credit Facilities, which provided for the issuance of term loans to the Company in an aggregate principal amount of $1.5 billion maturing on May 30, 2031. On the same date, the Company issued Secured Notes in an aggregate principal amount of $750.0 million, which bear interest at an annual rate of 7.375% and mature on June 1, 2031. The proceeds from the Refinancing Term Loans and the issuance of the Secured Notes, along with cash on the balance sheet, were used to refinance all of the Company’s outstanding existing term loans due December 2026.
Current wording
•Borrowings and financial leverage. On May 30, 2024, the Company and SHH entered into Amendment No. 4 to the Senior Secured Credit Facilities, which provided for the issuance of term loans to the Company in an aggregate principal amount of $1.5 billion maturing on May 30, 2031. On the same date, the Company issued Secured Notes in an aggregate principal amount of $750.0 million, which bear interest at an annual rate of 7.375% and mature on June 1, 2031. The proceeds from the Refinancing Term Loans and the issuance of the Secured Notes, along with cash on the balance sheet, were used to refinance all of the Company’s previously outstanding term loans due December 2026.
Previous wording
(a)Adjusted Net Income and Adjusted EBITDA are non-GAAP financial measures. For more information regarding our calculation of Adjusted Net Income and Adjusted EBITDA, including information about their limitations as tools for analysis and a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income and Adjusted EBITDA, please see the reconciliation included below in “Non-GAAP Financial Measures.”
Current wording
(a)Adjusted Net Income and Adjusted EBITDA are non-GAAP financial measures. For more information regarding our calculation of Adjusted Net Income and Adjusted EBITDA, including information about their limitations as tools for analysis and a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income and Adjusted EBITDA, please see the reconciliation included below in “Non-GAAP Financial Measures.”
Previous wording
Net revenues were $276.6 million in the three months ended June 30, 2024, an increase of $21.3 million, or 8.3%, as compared with the three months ended June 30, 2023. Excluding the impact of foreign currency exchange rates, net revenues in the three months ended June 30, 2024 increased approximately 8.8% compared with the three months ended June 30, 2023.
Current wording
Net revenues were $285.5 million in the three months ended September 30, 2024, an increase of $22.3 million, or 8.5%, as compared with the three months ended September 30, 2023. Excluding the impact of foreign currency exchange rates, net revenues in the three months ended September 30, 2024 increased approximately 8.9% compared with the three months ended September 30, 2023.
Previous wording
Service revenues increased $11.7 million, or 5.2%, to $237.8 million in the three months ended June 30, 2024 as compared to $226.1 million in the three months ended June 30, 2023. The growth in net service revenues was primarily driven by favorable pricing of $8.0 million and $1.7 million in the Sterigenics and Nelson Labs segments, respectively. Sterigenics and Nelson Labs also benefited from a favorable increase in volume and mix of $2.4 million and $0.8 million, respectively.
Current wording
Service revenues increased $11.7 million, or 5.1%, to $238.8 million in the three months ended September 30, 2024 as compared to $227.1 million in the three months ended September 30, 2023. The increase in net service revenues was driven by favorable pricing of $7.4 million and $1.7 million in the Sterigenics and Nelson Labs segments, respectively, and a favorable impact from volume and mix of $3.4 million across all segments. These growth factors were partially offset by a$0.9 million unfavorable impact from changes in foreign currency exchange rates across all segments.
Previous wording
Total cost of revenues accounted for approximately 44.8% and 45.3% of our consolidated net revenues for the three months ended June 30, 2024 and 2023, respectively.
Current wording
Total cost of revenues accounted for approximately 44.6% and 44.5% of our consolidated net revenues for the three months ended September 30, 2024 and 2023, respectively.
Previous wording
Cost of product revenues increased $2.9 million, or 24.4%, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. The increase was primarily a result of higher volumes of Co-60 shipments, which resulted in increases in direct material and transportation costs of $2.9 million.
Current wording
Cost of product revenues increased $2.8 million, or 20.2%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The increase was primarily a result of higher volumes of Co-60 shipments, which resulted in increases in direct material and transportation costs of $2.5 million.
Previous wording
Operating expenses accounted for approximately 27.5% and 29.9% of our consolidated net revenues for the three months ended June 30, 2024 and 2023, respectively.
Current wording
Operating expenses accounted for approximately 27.2% and 26.6% of our consolidated net revenues for the three months ended September 30, 2024 and 2023, respectively.
Previous wording
Amortization of intangible assets decreased $0.7 million to $15.4 million, or 4.2%, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023 due mainly to changes in foreign currency exchange rates.
Current wording
Amortization of intangible assets decreased $0.3 million, or 1.7%, to $15.5 million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 due mainly to changes in foreign currency exchange rates.
Previous wording
Foreign exchange gain was $0.6 million for the three months ended June 30, 2024 as compared to a loss of $0.5 million in the three months ended June 30, 2023. The change in foreign exchange (gain) loss in our Consolidated Statements of Operations and Comprehensive Income (Loss) mainly relates to short-term losses (offset by short-term gains) on sales denominated in currencies other than the functional currency of our operating entities. As described in Note 15, “Financial Instruments and Financial Risk”, we enter into monthly U.S. dollar-denominated foreign currency forward contracts to manage foreign currency exchange rate risk related to our international subsidiaries.
Current wording
Foreign exchange gain was $1.1 million for the three months ended September 30, 2024 as compared to a gain of $0.4 million in the three months ended September 30, 2023. The change in foreign exchange gain in our Consolidated Statements of Operations and Comprehensive Income (Loss) mainly relates to short-term gains and losses on transactions denominated in currencies other than the functional currency of our operating entities. As described in Note 15, “Financial Instruments and Financial Risk” to our consolidated financial statements, we enter into monthly U.S. dollar-denominated foreign currency forward contracts to manage foreign currency exchange rate risk related to our international subsidiaries.
Previous wording
Other income, net was $1.2 million for the six months ended June 30, 2024 compared to $3.7 million for the six months ended June 30, 2023. The majority of the variance stemmed from a decline in the fair value of Nordion’s embedded derivatives in the six months ended June 30, 2024, resulting in a decrease in other income of $2.5 million compared to the same the period in the prior year.
Current wording
Other income, net was $2.8 million for the three months ended September 30, 2024 compared to other expense, net of $0.4 million for the three months ended September 30, 2023. The fluctuation was mainly driven by changes in the fair value of the embedded derivatives in Nordion’s contracts, resulting in a $3.0 million increase in other income.
Previous wording
Provision for income tax decreased $4.6 million to a net provision of $6.4 million for the three months ended June 30, 2024 as compared to $11.0 million in the three months ended June 30, 2023. The change was primarily attributable to lower pre-tax income for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, partially offset by an
Current wording
Provision for income tax increased $11.6 million to a net provision of $25.8 million for the three months ended September 30, 2024 as compared to $14.1 million in the three months ended September 30, 2023. The change was driven by higher pre-tax income in the three months ended September 30, 2024 compared to the three months ended September 30, 2023 (driven mainly by a $35.0 million Georgia EO litigation settlement accrual as described in the 2023 10-K) and an incremental increase in the valuation allowance attributable to the limitation on the deductibility of interest expense.
Previous wording
Provision for income taxes for the six months ended June 30, 2024 differed from the statutory rate due tothe impact of the valuation allowance attributable to the limitation on the deductibility of interest expense and the foreign rate differential, partially offset by a benefit for state income taxes. Provision for income taxes for the six months ended June 30, 2023 differed from the statutory rate primarily due to a net increase in the foreign differential and GILTI.
Current wording
Provision for income taxes for the three months ended September 30, 2024 differed from the statutory rate primarily due to a net increase in the valuation allowance attributable to the limitation on the deductibility of interest expense, the impact of the foreign rate differential and global intangible low-tax income (“GILTI”), partially offset by a benefit for state income taxes. Provision for income taxes for the three months ended September 30, 2023 differed from the statutory rate primarily due to a net increase in the valuation allowance attributable to the limitation on the deductibility of interest expense, the foreign rate differential, and GILTI, partially offset by a benefit for state income taxes. The increase in the valuation allowance in the three months ended September 30, 2023 was primarily due to a $35.0 million Georgia EO litigation settlement which resulted in additional interest limitation.
Previous wording
Net income for the three months ended June 30, 2024 was $8.8 million, as compared to net income of $23.5 million for the three months ended June 30, 2023 due to the factors described above. Adjusted Net Income was $55.2 million for the three months ended June 30, 2024, as compared to $55.5 million for the three months ended June 30, 2023, and Adjusted EBITDA was $137.3 million for the three months ended June 30, 2024, as compared to $128.5 million for the three months ended June 30, 2023. Please see “Non-GAAP Financial Measures” below for a reconciliation of Adjusted Net Income and Adjusted EBITDA to their most directly comparable financial measure calculated and presented in accordance with GAAP.
Current wording
Net income for the three months ended September 30, 2024 was $17.0 million, as compared to a net loss of $13.7 million for the three months ended September 30, 2023 due to the factors described above. Adjusted Net Income was $48.9 million for the three months ended September 30, 2024, as compared to $46.6 million for the three months ended September 30, 2023. Adjusted EBITDA was $146.4 million for the three months ended September 30, 2024, as compared to $134.3 million for the three months ended September 30, 2023. Please see “Non-GAAP Financial Measures” below for a reconciliation of Adjusted Net Income and Adjusted EBITDA to their most directly comparable financial measure calculated and presented in accordance with GAAP.
Previous wording
The following table sets forth the components of our results of operations for the six months ended June 30, 2024 and 2023.
Current wording
The following table sets forth the components of our results of operations for the nine months ended September 30, 2024 and 2023.
Previous wording
The following table compares our revenues by type for the six months ended June 30, 2024 to the six months ended June 30, 2023.
Current wording
The following table compares our revenues by type for the nine months ended September 30, 2024 to the nine months ended September 30, 2023.
Previous wording
Service revenues increased $23.7 million, or 5.4%, to $464.2 million in the six months ended June 30, 2024 as compared to $440.6 million in the six months ended June 30, 2023. The growth in net service revenues was primarily driven by favorable pricing of $15.9 million and $3.3 million in the Sterigenics and Nelson Labs segments, respectively, a favorable change in service revenue volume and mix of $4.7 million in the Nelson Labs segment and a benefit from changes in foreign currency exchange rates of $0.6 million.
Current wording
Service revenues increased $35.3 million, or 5.3%, to $703.0 million in the nine months ended September 30, 2024 as compared to $667.7 million in the nine months ended September 30, 2023. The growth in net service revenues was driven by favorable pricing of $23.2 million and $5.0 million in the Sterigenics and Nelson Labs segments, respectively, coupled with a favorable impact from volume and mix of $7.3 million across all segments.
Previous wording
The following table compares our cost of revenues by type for the six months ended June 30, 2024 to the six months ended June 30, 2023.
Current wording
The following table compares our cost of revenues by type for the nine months ended September 30, 2024 to the nine months ended September 30, 2023.
Previous wording
Total cost of revenues accounted for approximately 46.7% and 47.2% of our consolidated net revenues for the six months ended June 30, 2024 and 2023, respectively.
Current wording
Total cost of revenues accounted for approximately 46.0% and 46.3% of our consolidated net revenues for the nine months ended September 30, 2024 and 2023, respectively.
Previous wording
Cost of service revenues increased $5.2 million, or 5.0%, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. The growth in cost of service revenues was partially driven by a $4.5 million increase in employee compensation costs and $1.1 million of depreciation related to capital assets recently placed in service.
Current wording
Cost of service revenues increased $19.4 million, or 6.2%, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The key drivers of the increase in cost of service revenues were $10.6 million of higher employee compensation costs and $6.5 million of incremental depreciation related to capital assets recently placed in service.
Previous wording
Cost of product revenues increased $8.2 million, or 49.2%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. The increase was primarily a result of higher volumes of Co-60 shipments, which resulted in increases in direct material and transportation costs of $7.8 million.
Current wording
Cost of product revenues increased $11.0 million, or 36.2%, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The increase was primarily a result of higher volumes of Co-60 shipments, which resulted in increases in direct material and transportation costs of $10.2 million.
Previous wording
The following table compares our operating expenses for the six months ended June 30, 2024 to the six months ended June 30, 2023:
Current wording
The following table compares our operating expenses for the nine months ended September 30, 2024 to the nine months ended September 30, 2023:
Previous wording
Operating expenses accounted for approximately 28.6% and 32.5% of our consolidated net revenues for the six months ended June 30, 2024 and 2023, respectively.
Current wording
Operating expenses accounted for approximately 28.1% and 30.4% of our consolidated net revenues for the nine months ended September 30, 2024 and 2023, respectively.
Previous wording
SG&A expenses decreased $3.4 million, or 2.8%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. The decrease was driven primarily by a $9.6 million decline in legal and other professional services expenses. This decrease was partially offset by a $3.1 million increase in share-based compensation expense and $3.1 million of other incremental SG&A compensation-related costs.
Current wording
SG&A expenses increased $4.5 million, or 2.5%, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The increase was driven primarily by$8.2 million of incremental SG&A compensation-related costs, a$4.6 million increase in share-based compensation expense. Partially offsetting this increase was an$8.7 million decrease in legal and other professional services expenses.
Previous wording
Loss on refinancing of debt for the three months ended June 30, 2024 was $23.4 million and occurred in connection with the refinancing of our capital structure in May 2024. The refinancing activity resulted in the write off of certain unamortized debt issuance costs and discounts on the Term Loans due 2026. In addition, certain new debt issuance costs and discounts were expensed upon the issuance of the Refinancing Term Loans and Secured Notes.
Current wording
Loss on refinancing of debt for the nine months ended September 30, 2024 was $24.2 million and occurred in connection with the refinancing of our capital structure in May 2024 and Amendment No. 3 to Revolving Credit Facility. The refinancing activity resulted in the write off of certain unamortized debt issuance costs and discounts on the Term Loans due 2026. In addition, certain new debt issuance costs and discounts were expensed upon the issuance of the Refinancing Term Loans and Secured Notes.
Previous wording
Foreign exchange gain was $1.2 million for the six months ended June 30, 2024 as compared to a $0.8 million loss in the six months ended June 30, 2023. The change in foreign exchange loss in our Consolidated Statements of Operations and Comprehensive Income (Loss) mainly relates to short-term losses (offset by short-term gains) on sales denominated in currencies other than the functional currency of our operating entities. As described in Note 15, “Financial Instruments and Financial Risk”, we enter into monthly U.S. dollar-denominated foreign currency forward contracts to manage foreign currency exchange rate risk related to our international subsidiaries.
Current wording
Foreign exchange gain was $2.2 million for the nine months ended September 30, 2024 as compared to a loss of $0.4 million in the nine months ended September 30, 2023. The change in foreign exchange (gain) loss in our Consolidated Statements of Operations and Comprehensive Income (Loss) mainly relates to short-term losses and gains on transactions denominated in currencies other than the functional currency of our operating entities. As described in Note 15, “Financial Instruments and Financial Risk” to our consolidated financial statements, we enter into monthly U.S. dollar-denominated foreign currency forward contracts to manage foreign currency exchange rate risk of our international subsidiaries.
Previous wording
Provision for income taxes decreased $2.5 million to a net provision of $11.1 million for the six months ended June 30, 2024 as compared to $13.5 million in the six months ended June 30, 2023. The change was primarily attributable to lower pre-tax income for the six months ended June 30, 2024 compared to the six months ended June 30, 2023, partially offset by an increase in the valuation allowance against our excess interest expense carryforward balance.
Current wording
Provision for income tax increased $9.2 million to a net provision of $36.8 million for the nine months ended September 30, 2024 as compared to $27.7 million for the nine months ended September 30, 2023. The change was attributable to higher pre-tax income for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 and an incremental increase in the valuation allowance attributable to the limitation on the deductibility of interest expense.
Previous wording
Provision for income taxes for the three months ended June 30, 2024 differed from the statutory rate primarily due tothe impact of the valuation allowance attributable to the limitation on the deductibility of interest expense and the foreign rate differential, partially offset by a benefit for state income taxes. Provision for income taxes for the three months ended June 30, 2023 differed from the statutory rate primarily due to a net increase in the valuation allowance attributable to the limitation on the deductibility of interest expense, the impact of the foreign rate differential, and GILTI.
Current wording
Provision for income taxes for the nine months ended September 30, 2024 differed from the statutory rate primarily due to a net increase in the valuation allowance attributable to the limitation on the deductibility of interest expense, the foreign rate differential and GILTI, partially offset by a benefit for state income taxes. Provision for income taxes for the nine months ended September 30, 2023 differed from the statutory rate primarily due to a net increase in the valuation allowance attributable to the limitation on the deductibility of interest expense and the foreign rate differential, partially offset by a benefit for state income taxes.
Previous wording
Net income for the six months ended June 30, 2024 was $15.1 million, as compared to net income of $26.4 million for the six months ended June 30, 2023 due to the factors described above. Adjusted Net Income was $90.8 million for the six months ended June 30, 2024, as compared to $91.4 million for the six months ended June 30, 2023, and Adjusted EBITDA was $249.3 million for the six months ended June 30, 2024, as compared to $227.0 million for the six months ended June 30, 2023. Please see “Non-GAAP Financial Measures” below for a reconciliation of Adjusted Net Income and Adjusted EBITDA to their most directly comparable financial measure calculated and presented in accordance with GAAP.
Current wording
Net income for the nine months ended September 30, 2024 was $32.1 million, as compared to net income of $12.7 million for the nine months ended September 30, 2023 due to the factors described above. Adjusted Net Income was $139.8 million for the nine months ended September 30, 2024, as compared to $137.9 million for the nine months ended September 30, 2023. Adjusted EBITDA was $395.6 million for the nine months ended September 30, 2024, as compared to $361.3 million for the nine months ended September 30, 2023. Please see “Non-GAAP Financial Measures” below for a reconciliation of Adjusted Net Income and Adjusted EBITDA to their most directly comparable financial measure calculated and presented in accordance with GAAP.
Previous wording
Nelson Labs net revenues were $59.0 million for the three months ended June 30, 2024, an increase of $2.3 million, or 4.0%, as compared to the three months ended June 30, 2023. The increase was attributable to favorable pricing impacts of 3.0% as well as volume improvements and changes in mix of 1.4%. Partially offsetting this increase was an unfavorable impact from foreign currency exchange rates of 0.4%.
Current wording
Nelson Labs net revenues were $58.6 million for the three months ended September 30, 2024, an increase of $3.8 million, or 7.0%, as compared to the three months ended September 30, 2023. The increase was attributable to favorable changes in volume and mix of 3.7% and a favorable impact from pricing of 3.1%.
Previous wording
Sterigenics segment income was $96.8 million for the three months ended June 30, 2024, an increase of $5.3 million, or 5.8%, as compared to the three months ended June 30, 2023. The increase in segment income was primarily a result of favorable customer pricing, volume and changes in mix, partially offset by inflation.
Current wording
Sterigenics segment income was $96.0 million for the three months ended September 30, 2024, an increase of $2.8 million, or 3.0%, as compared to the three months ended September 30, 2023. The increase in segment income was primarily a result of favorable customer pricing as well as volume and mix. Increases in employee compensation costs negatively impacted segment income and segment income margin.
Previous wording
Nordion segment income was $23.4 million for the three months ended June 30, 2024, an increase of $5.6 million, or 31.7%, as compared to the three months ended June 30, 2023. The timing of reactor harvest schedules was a primary driver for the increase in segment income and segment income margin, as well as favorable pricing.
Current wording
Nordion segment income was $31.7 million for the three months ended September 30, 2024, an increase of $7.7 million, or 31.9%, as compared to the three months ended September 30, 2023. The timing of reactor harvest schedules was a primary driver for the increase in segment income and segment income margin, as well as favorable pricing, partially offset by unfavorable changes in foreign currency exchange rates.
Previous wording
The following tables compare segment net revenue and segment income for the six months ended June 30, 2024 to the six months ended June 30, 2023:
Current wording
The following tables compare segment net revenue and segment income for the nine months ended September 30, 2024 to the nine months ended September 30, 2023:
Previous wording
Nelson Labs net revenues were $116.7 million for the six months ended June 30, 2024, an increase of $7.9 million, or 7.3%, as compared to the six months ended June 30, 2023. The change was attributable to increases in volume and changes in mix of 4.3% coupled with a favorable impact from pricing of 3.0%.
Current wording
Nelson Labs net revenues were $175.2 million for the nine months ended September 30, 2024, an increase of $11.8 million, or 7.2%, as compared to the nine months ended September 30, 2023. The increase was attributable to favorable changes in volume and mix of 4.1% and a favorable impact from pricing of 3.0%.
Showing the first 40 of 68 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
September 30, 2024, we were in compliance with all of the covenants under the Senior Secured Credit Facilities and the Indenture.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
On March 21, 2024, the Company entered into Amendment No. 3 to the Senior Secured Credit Facilities. Among other changes, the Amendment provides (i) for new commitments under the existing Revolving Credit Facility to replace existing revolving commitments in an aggregate principal amount of $83 million, (ii) that certain of the lenders providing revolving credit commitments shall also provide additional commitments for the issuance of letters of credit under the Revolving Credit Facility in an aggregate principal amount of $37.5 million and (iii) for the extension of the maturity date of the Revolving Credit Facility to March 1, 2029. Amendment No. 3 does not give effect to any other material changes to the terms and conditions of the Credit Agreement, including with respect to the amount of commitments under the Revolving Credit Facility Amendment, which remains $423.8 million.
Previous report — wording carried elsewhere
Loss on refinancing of debt for the six months ended June 30, 2024 was $24.1 million and occurred primarily in connection with the refinancing our of our capital structure in May 2024. The refinancing activity resulted in the write off of certain unamortized debt issuance costs and discounts on the Term Loans due 2026. In addition, certain new debt issuance costs and discounts were expensed upon the issuance of the Term Loan and Secured Notes due 2031. Loss on refinancing of debt for the six months ended June 30, 2024 also included the write off of $0.7 million of unamortized debt issuance costs attributable to the Revolving Credit Facility in connection with Amendment No. 3 to the Revolving Credit Facility.
Previous report — wording carried elsewhere
Net Income, Adjusted Net Income and Adjusted EBITDA