Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________

FORM 8-K

CURRENT REPORT

______________________________

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 5, 2024

CATALENT, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-36587	20-8737688
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

14 Schoolhouse Road

Somerset,

New Jersey

08873

(Address of registrant's principal executive office)

(Zip code)

(732) 537-6200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbols(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	CTLT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 5, 2024, Catalent, Inc. (the "Company") issued an earnings release setting forth the Company's financial results for its first quarter ended September 30, 2024. The earnings release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

As provided in General Instruction B.2 of Form 8-K, Exhibit 99.1 and the information contained in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall they be deemed to be incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

d. Exhibits. The following exhibits are filed (or, in the case of Exhibit 99.1, furnished) as part of this Current Report on Form 8-K.


Exhibit No.						Description






99.1						Earnings release, November 5, 2024, issued by Catalent, Inc.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			Catalent, Inc.
			(Registrant)

By:			/s/ JOSEPH FERRARO
			Joseph A. Ferraro
			Senior Vice President, General Counsel, Chief Compliance Officer & Secretary


			Date: November 5, 2024

Exhibit 99.1


Investor Contact: Catalent, Inc. Paul Surdez 732-537-6325 investors@catalent.com

Catalent, Inc. Reports First Quarter Fiscal 2025 Results

•Q1'25 net revenue of $1.02 billion increased 4% as reported and in constant currency(1), compared to Q1'24.

•Q1'25 net revenue, excluding COVID revenue of ~$30 million in Q1’25 and ~$100 million in Q1'24, increased 13% compared to Q1'24.

•Q1'25 net loss of $(129) million.

•Q1'25 Adjusted EBITDA(1) of $125 million increased 11% as reported, or 10% in constant currency, compared to Q1'24.

(1) See "Non-GAAP Financial Measures" below and the GAAP to non-GAAP reconciliation provided later in this release.

Somerset, N.J. - November 5, 2024 -- Catalent, Inc. (NYSE: CTLT), the leader in enabling the development and supply of better treatments for patients worldwide, today announced financial results for the first quarter of fiscal 2025, which ended September 30, 2024.

“Our first quarter fiscal 2025 results reflect the continued momentum in our business and underscore our customers’ continued confidence in Catalent. Financial highlights in the quarter included double-digit year-over-year growth in both non-COVID revenue and adjusted EBITDA, while also delivering positive free cash flow,” said Alessandro Maselli, President and Chief Executive Officer of Catalent, Inc.

Commenting on Catalent’s pending transaction with Novo Holdings A/S (“Novo Holdings”), which is expected to close towards the end of calendar year 2024, subject to customary closing conditions, including receipt of required regulatory approvals, Mr. Maselli said, “We are confident in the pro-competitive nature of our transaction with Novo Holdings and continue to work cooperatively with regulators towards transaction close. As a private company under Novo Holdings’ ownership, Catalent will continue to operate nearly 50 global sites and serve as a leading global, independent, full-service CDMO. Post-closing, we believe Catalent will be even better positioned to develop and expand the supply of innovative treatments and cures for patients, ensure unparalleled service for our customers, and create new jobs."

First Quarter 2025 Consolidated Results

Net revenue of $1.02 billion increased 4% as reported and in constant currency, from the $982 million reported for the first quarter a year ago. After excluding COVID-related revenue of approximately $30 million in the first quarter of fiscal 2025 and approximately $100 million in first quarter of fiscal 2024, net revenue increased 13%.

Net loss and loss per basic and diluted share was $(129) million, or $(0.71) per basic and diluted share, compared to net loss of $(759) million, or $(4.19) per basic and diluted share, in the first quarter a year ago.

EBITDA (loss) from operations(1) was $56 million, an increase of $683 million from the $(627) million reported in the first quarter a year ago. First quarter fiscal 2025 Adjusted EBITDA(1) was $125 million, or 12.2% of net revenue, compared to $112 million, or 11.4% of net revenue, in the first quarter a year ago. This represents an increase of 11% as reported and an increase of 10% on a constant-currency basis, compared to the fiscal 2024 period.

Adjusted Net Loss(1) was $(24) million, or $(0.13) per diluted share, compared to Adjusted Net Loss(1) of $(24) million, or $(0.13) per diluted share, in the first quarter a year ago.

(1) See "Non-GAAP Financial Measures" below and the GAAP to non-GAAP reconciliation provided later in this release.

First Quarter 2025 Segment Review


(Dollars in millions)	Three Months Ended September 30,						Constant Currency
	2024			2023			Change %
Biologics
Net revenue	$	461		$	448		3	%
Segment EBITDA	48			49			(3)	%
Segment EBITDA margin	10.5		%	11.0		%
Pharma and Consumer Health
Net revenue	563			534			5	%
Segment EBITDA	117			101			15	%
Segment EBITDA margin	20.8		%	18.9		%
Inter-segment revenue elimination	(1)			—			(60)	%
Unallocated costs (1)	(109)			(777)			86	%
Combined totals
Net revenue	$	1,023		$	982		4	%
EBITDA (loss) from operations	$	56		$	(627)		*

(1) For the three months ended September 30, 2023, unallocated costs include $689 million of non-cash goodwill impairment charges.

* Not meaningful


Biologics segment	2024 vs. 2023
Year-Over-Year Change	Three Months Ended September 30,
	Net Revenue		Segment EBITDA
Organic	3	%	(3)	%

Constant-currency change	3	%	(3)	%
Foreign exchange translation impact on reporting	—	%	1	%
Total % change	3	%	(2)	%


Pharma and Consumer Health segment	2024 vs. 2023
Year-Over-Year Change	Three Months Ended September 30,
	Net Revenue		Segment EBITDA
Organic	5	%	15	%

Constant-currency change	5	%	15	%
Foreign currency translation impact on reporting	—	%	1	%
Total % change	5	%	16	%

Segment Net Revenue as a % of Total Net Revenue


	Three Months Ended
	September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023		September 30, 2023
Biologics	45	%	46	%	43	%	43	%	46	%
Pharma and Consumer Health	55	%	54	%	57	%	57	%	54	%
Net Revenue	100	%	100	%	100	%	100	%	100	%

Balance Sheet and Liquidity

As of September 30, 2024, Catalent had $4.93 billion in total debt compared to $4.91 billion as of June 30, 2024 and $4.95 billion as of September 30, 2023. As of September 30, 2024, Catalent had $4.60 billion in total debt net of cash and cash equivalents, compared to $4.62 billion as of June 30, 2024 and $4.74 billion as of September 30, 2023.

Catalent's ratio of First Lien Debt over LTM Adjusted EBITDA was 2.8x at September 30, 2024. Catalent's senior secured credit agreement requires that this ratio remain below 6.5x.

Catalent’s net leverage ratio(1) as of September 30, 2024 was 6.4x, compared to 6.6x at June 30, 2024 and 7.6x as of September 30, 2023.

(1) See "Non-GAAP Financial Measures" below and the GAAP to non-GAAP reconciliation provided later in this release.

Previously Announced Merger Agreement with Novo Holdings

On February 5, 2024, Catalent announced that it entered into a merger agreement pursuant to which Novo Holdings, a leading international life science and health care investor, will acquire Catalent in an all-cash transaction that values Catalent at $16.5 billion on an enterprise value basis. The transaction is expected to close towards the end of calendar year 2024, subject to customary closing conditions, including receipt of required regulatory approvals. The transaction is not subject to any financing contingency.

In light of the pending transaction with Novo Holdings, and as is customary during the pendency of such transactions, Catalent will not host an earnings conference call and no longer provides forward-looking guidance. For additional information associated with the transaction, please visit https://transaction.catalent.com.

About Catalent, Inc.

Catalent, Inc. (NYSE: CTLT), is the global leader in enabling pharma, biotech, and consumer health partners to optimize product development, launch, and full life-cycle supply for patients around the world. With broad and deep scale and expertise in development sciences, delivery technologies, and multi-modality manufacturing, Catalent is a preferred industry partner for personalized medicines, consumer health brand extensions, and blockbuster drugs. Catalent helps accelerate over 1,500 partner development programs and launch over 150 new products every year. Its flexible manufacturing platforms at over 50 global sites supply nearly 70 billion doses of nearly 8,000 products annually. Catalent’s expert workforce of approximately 17,000 includes more than 3,000 scientists and technicians. Headquartered in Somerset, New Jersey, the company generated approximately $4.4 billion in revenue in its 2024 fiscal year. For more information, visit www.catalent.com.

Non-GAAP Financial Measures

Use of EBITDA from operations, Adjusted EBITDA, Adjusted Net Income and Segment EBITDA

Management measures operating performance based on consolidated earnings from operations before interest expense, expense (benefit) for income taxes, and depreciation and amortization, adjusted for the income or loss attributable to non-controlling interests (“EBITDA from operations”). EBITDA from operations is not defined under U.S. GAAP, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP, and is subject to important limitations.

Catalent believes that the presentation of EBITDA from operations enhances an investor’s understanding of its financial performance. Catalent believes this measure is a useful financial metric to assess its operating performance across

periods by excluding certain items that it believes are not representative of its core business and uses this measure for business planning purposes.

In addition, given the significant investments that Catalent has made in the past in property, plant and equipment, depreciation and amortization expenses represent a meaningful portion of its cost structure. Catalent believes that EBITDA from operations will provide investors with a useful tool for assessing the comparability between periods of Catalent's ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures because it eliminates depreciation and amortization expense. Catalent presents EBITDA from operations in order to provide supplemental information that it considers relevant for the readers of its consolidated financial statements, and such information is not meant to replace or supersede U.S. GAAP measures. Catalent’s definition of EBITDA from operations may not be the same as similarly titled measures used by other companies.

Catalent evaluates the performance of its segments based on segment earnings before non-controlling interest, other (income) expense, impairments, restructuring costs, interest expense, income tax expense (benefit), and depreciation and amortization (“segment EBITDA”). Moreover, under Catalent’s credit agreement, its ability to engage in certain activities, such as incurring certain additional indebtedness, making certain investments and paying certain dividends, is tied to ratios based on Adjusted EBITDA, which is not defined under U.S. GAAP, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP, and is subject to important limitations. Adjusted EBITDA is the covenant compliance measure used in the credit agreement governing debt incurrence and restricted payments. Because not all companies use identical calculations, Catalent’s presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Management also measures operating performance based on Adjusted Net Income and Adjusted Net Income per share. Adjusted Net Income is not defined under U.S. GAAP, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP and is subject to important limitations. Catalent believes that the presentation of Adjusted Net Income and Adjusted Net Income per share enhances an investor’s understanding of its financial performance. Catalent believes these measures are a useful financial metric to assess its operating performance across periods by excluding certain items that it believes are not representative of its core business and Catalent uses these measures for business planning purposes. Catalent defines Adjusted Net Income as net earnings adjusted for amortization attributable to purchase accounting and adjustments for other cash and non-cash items included in the table below, partially offset by its estimate of the tax effects of such cash and non-cash items. Catalent believes that Adjusted Net Income and Adjusted Net Income per share provides investors with a useful tool for assessing the comparability between periods of its ability to generate cash from operations available to its stockholders. Catalent’s definition of Adjusted Net Income may not be the same as similarly titled measures used by other companies. Adjusted Net Income per share is computed by dividing Adjusted Net Income by the weighted average diluted shares outstanding.

The most directly comparable U.S. GAAP measure to EBITDA from operations, Adjusted EBITDA, and Adjusted Net Income is net earnings. Included in this release is a reconciliation of net earnings to EBITDA from operations, Adjusted EBITDA and Adjusted Net Income.

Catalent does not provide a reconciliation of forward-looking non-GAAP financial measures to their comparable U.S. GAAP financial measures because it could not do so without unreasonable effort due to the unavailability of the information needed to calculate reconciling items and due to the variability, complexity and limited visibility of the adjusting items that would be excluded from the non-GAAP financial measures in future periods. When planning, forecasting, and analyzing future periods, Catalent does so primarily on a non-GAAP basis without preparing a U.S. GAAP analysis as that would require estimates for various cash and non-cash reconciling items that would be difficult to predict with reasonable accuracy. For example, equity compensation expense would be difficult to estimate because it depends on Catalent’s future hiring and retention needs, as well as the future fair market value of its common stock, all of which are difficult to predict and subject to constant change. It is equally difficult to anticipate the need for or magnitude of a presently unforeseen one-time restructuring expense or the values of end-of-period foreign currency exchange rates. As a result, Catalent does not believe that a U.S. GAAP reconciliation would provide meaningful supplemental information about its outlook.

Use of Constant Currency

As changes in exchange rates are an important factor in understanding period-to-period comparisons, Catalent believes the presentation of results on a constant-currency basis in addition to reported results helps improve investors’ ability to understand its operating results and evaluate its performance in comparison to prior periods. Constant-currency information compares results between periods as if exchange rates had remained constant period over period. Catalent

uses results on a constant-currency basis as one measure to evaluate its performance. Catalent calculates constant currency by calculating current-year results using prior-year foreign currency exchange rates. Catalent generally refers to such amounts calculated on a constant-currency basis as excluding the impact of foreign exchange or being on a constant-currency basis. These results should be considered in addition to, not as a substitute for, results reported in accordance with U.S. GAAP. Results on a constant-currency basis, as Catalent presents them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with U.S. GAAP.

Forward-Looking Statements

This release contains both historical and forward-looking statements and guidance. All statements other than statements of historical fact, are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,” “predict,” “hope,” “foresee,” “likely,” “may,” “could,” “target,” “will,” “would,” or other words or phrases with similar meanings. Similarly, statements that describe Catalent’s objectives, plans, or goals are, or may be, forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from Catalent’s expectations, projections, and guidance. Some of the factors that could cause actual results to differ include, but are not limited to, the following: the completion of Catalent’s closing procedures, including without limitation its evaluation of the effectiveness of its internal controls over financial reporting; Catalent’s ability to resolve productivity issues at three of its manufacturing facilities, the impact of such issues on product made at these facilities, the timing of recovering unproduced batches and resumption of normal activities at these facilities, and the impact of such issues on Catalent’s results of operations and financial condition; the declining demand for various vaccines and treatments for the SARS-Co-V-2 strain of coronavirus and its variants (“COVID-19”) from both patients and governments around the world may affect sales of the COVID-19 products Catalent manufactures; participation in a highly competitive market and increased competition that may adversely affect Catalent’s business; demand for its offerings, which depends in part on its customers’ research and development and the clinical and market success of their products; product and other liability risks that could adversely affect Catalent’s results of operations, financial condition, liquidity and cash flows; failure to comply with existing and future regulatory requirements; failure to provide quality offerings to customers could have an adverse effect on Catalent’s business and subject it to regulatory actions and costly litigation; problems providing the highly exacting and complex services or support required; global economic, political and regulatory risks to Catalent’s operations, including risks from inflation, disruptions to global supply chains, or from the Ukrainian-Russian war; inability to enhance existing or introduce new technology or service offerings in a timely manner; inadequate patents, copyrights, trademarks and other forms of intellectual property protections; fluctuations in the costs, availability, and suitability of the components of the products Catalent manufactures, including active pharmaceutical ingredients, excipients, purchased components and raw materials; changes in market access or healthcare reimbursement in the United States or internationally; fluctuations in the exchange rate of the U.S. dollar against other currencies; adverse tax legislative or regulatory initiatives or challenges or adjustments to Catalent’s tax positions; loss of key personnel; risks generally associated with information systems; inability to complete any future acquisition or other transaction that may complement or expand its business or divest of non-strategic businesses or assets and difficulties in successfully integrating acquired businesses and realizing anticipated benefits of such acquisitions; risks associated with timely and successfully completing, and correctly anticipating the future demand predicted for, capital expansion projects at existing facilities; offerings and customers’ products that may infringe on the intellectual property rights of third parties; environmental, health, and safety laws and regulations, which could increase costs and restrict operations; labor and employment laws and regulations or labor difficulties, which could increase costs or result in operational disruptions; additional cash contributions required to fund Catalent’s existing pension plans; substantial leverage that may limit its ability to raise additional capital to fund operations and react to changes in the economy or in the industry; exposure to interest-rate risk to the extent of its variable-rate debt preventing it from meeting its obligations under its indebtedness; and the impact of and risks related to impairment losses with respect to goodwill or other assets and the possibility that we may incur additional impairment charges, including at Catalent’s Biomodalities and Consumer Health reporting units.

Important risk factors relating to the pending merger of Catalent with an affiliate of Novo Holdings (the “Merger”) that also may cause a difference between actual results and forward-looking statements include, but are not limited to: (i) the completion of the Merger on anticipated terms and timing, including antitrust and other regulatory approvals and clearances, and the satisfaction of other conditions to the completion of the Merger; (ii) potential litigation relating to the Merger that could be instituted by or against Catalent, Novo Holdings or their respective affiliates, directors or officers, including the effects of any outcomes related thereto; (iii) the risk that disruptions from the Merger will harm Catalent’s

business, including current plans and operations; (iv) the ability of Catalent to retain and hire key personnel; (v) potential adverse reactions or changes to business or governmental relationships resulting from the announcement or completion of the Merger; (vi) continued availability of capital and financing and rating agency actions; (vii) legislative, regulatory and economic developments affecting Catalent’s business; (viii) general economic and market developments and conditions; (ix) certain restrictions during the pendency of the Merger that may impact Catalent’s ability to pursue certain business opportunities or strategic transactions; (x) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities; (xi) significant transaction costs associated with the Merger; (xii) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger; (xiv) competitive responses to the Merger; (xv) Catalent’s management response to any of the aforementioned factors; (xvi) the risks and uncertainties pertaining to Catalent’s business, including those set forth in Catalent’s most recent Annual Report on Form 10-K and Catalent’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed or furnished by Catalent with the Securities and Exchange Commission (“SEC”); and (xvii) the risks and uncertainties that are described in the definitive proxy statement filed with the SEC on April 15, 2024 (the “Proxy Statement”). These risks, as well as other risks associated with the Merger, are more fully discussed in the Proxy Statement. While the list of factors presented here is, and the list of factors presented in the Proxy Statement is, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, actions of governmental authorities, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on Catalent’s financial condition, results of operations, credit rating or liquidity.

These forward-looking statements speak only as of the date of this release or as of the date they are made, and Catalent does not undertake to and specifically disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

More products. Better treatments. Reliably supplied.™

Catalent, Inc.

Consolidated Statements of Operations

(Unaudited; dollars and shares in millions, except per share data)


	Three Months Ended September 30,				FX Impact		Constant Currency Increase (Decrease)
	2024		2023				Change $		Change %
Net revenue	$	1,023	$	982	$	3	$	38	4	%
Cost of sales	842		813		2		27		3	%
Gross margin	181		169		1		11		7	%
Selling, general, and administrative expenses	252		205		—		47		23	%
Gain on sale of subsidiary	(17)		—		—		(17)		*

Goodwill impairment charges	—		689		—		(689)		(100)	%
Other operating expense, net	13		1		—		12		*
Operating loss	(67)		(726)		1		658		91	%
Interest expense, net	60		58		—		2		2	%
Other (income) expense, net	(10)		13		(1)		(22)		(170)	%
Loss before income taxes	(117)		(797)		2		678		85	%
Income tax expense (benefit)	12		(38)		1		49		129	%


Net loss	$	(129)	$	(759)	$	1	$	629	83	%








Weighted average shares outstanding – basic	182		181
Weighted average shares outstanding – diluted	182		181

Earnings (loss) per share:
Basic

Net loss	$	(0.71)	$	(4.19)
Diluted

Net loss	$	(0.71)	$	(4.19)

* Not meaningful

Catalent, Inc.

Condensed Consolidated Balance Sheets

(Unaudited; dollars in millions)


	September 30, 2024		June 30, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	335	$	289
Trade receivables, net	760		921
Inventories	553		574
Prepaid expenses and other current assets	859		813

Total current assets	2,507		2,597
Property, plant, and equipment, net	3,671		3,643
Other non-current assets, including intangible assets	3,530		3,513
Total assets	$	9,708	$	9,753

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term obligations and other short-term borrowings	$	48	$	48
Accounts payable	375		361
Other accrued liabilities	575		622
Total current liabilities	998		1,031
Long-term obligations, less current portion	4,886		4,857
Other non-current liabilities	282		261




Total shareholders' equity	3,542		3,604
Total liabilities and shareholders' equity	$	9,708	$	9,753

Catalent, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited; dollars in millions)


	Three Months Ended September 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	61	$	(70)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, equipment, and other productive assets	(57)		(84)

Proceeds from sale of property and equipment	—		1
Proceeds from sale of subsidiary	23		—

Payments for investments	—		(1)
Net cash used in investing activities	(34)		(84)
CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from borrowing	—		115
Payments related to long-term obligations	(5)		(35)
Financing fees paid	—		(1)


Cash received, in lieu of equity, for tax withholding obligations	1		—
Exercise of stock options	1		1
Other financing activities	(7)		18
Net cash (used in) provided by financing activities	(10)		98
Effect of foreign currency exchange on cash and cash equivalents	29		(15)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	46		(71)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	289		280
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	335	$	209

Catalent, Inc.

Reconciliation of Net Earnings (Loss) to EBITDA from Operations* and Adjusted EBITDA*

(Unaudited; dollars in millions)


	Three months ended
	September 30, 2023		December 31, 2023		March 31, 2024		June 30, 2024		September 30, 2024
Net (loss) earnings	$	(759)	$	(206)	$	(101)	$	23	$	(129)
Interest expense, net	58		66		65		65		60
Income tax expense (benefit)	(38)		24		15		15		12
Depreciation and amortization	112		121		126		130		113

EBITDA (loss) from operations	(627)		5		105		233		56
Goodwill impairment charges	689		(2)		—		—		—
Stock-based compensation	19		16		17		16		17
Impairment charges and gain/loss on sale of assets	(1)		15		13		2		4

Restructuring costs	2		17		11		9		9
Acquisition, integration, and other special items	7		11		—		40		42

Gain on sale of subsidiary	—		—		—		—		(17)
Impacts from COVID-19 settlement	—		24		—		—		2
Foreign exchange loss (gain)	9		2		(1)		3		(10)

Fire loss contingency	—		9		—		—		—
Pension settlement charges	—		3		9		—		—
Site transformation costs	14		16		7		—		11
Inventory settlements from merger agreement	—		—		—		—		11
Other adjustments	—		7		2		2		—
Adjusted EBITDA	$	112	$	123	$	163	$	305	$	125
Favorable (unfavorable) FX impact									2
Adjusted EBITDA at constant currency									$	123

* Refer to Catalent's description of non-GAAP measures, including EBITDA from operations and Adjusted EBITDA as referenced above.

Catalent, Inc.

Reconciliation of Net Earnings (Loss) to Adjusted Net (Loss) Income*

(Unaudited; dollars in millions, except per share data)


	Three months ended
	September 30, 2023		December 31, 2023		March 31, 2024		June 30, 2024		September 30, 2024
Net (loss) earnings	$	(759)	$	(206)	$	(101)	$	23	$	(129)

Amortization (1)	34		33		34		34		33

Goodwill impairment charges (2)	689		(2)		—		—		—
Stock-based compensation	19		16		17		16		17
Impairment charges and gain/loss on sale of assets (3)	(1)		15		13		2		4

Restructuring costs (4)	2		17		11		9		9
Acquisition, integration, and other special items (5)	7		11		—		40		42
Gain on sale of subsidiary (6)	—		—		—		—		(17)
Foreign exchange loss (gain)	9		2		(1)		3		(10)

Site transformation costs (7)	14		16		7		2		11
Impacts from COVID-19 contract settlement (8)	—		24		—		—		2
Fire loss contingency (9)	—		9		—		—		—
Pension settlement charge (10)	—		3		9		—		—
Inventory settlements from merger agreement (11)	—		—		—		—		11
Other adjustments (12)	(1)		7		1		1		1
Estimated tax effect of adjustments (13)	(21)		13		—		(5)		(2)
Discrete income tax benefit items (14)	(16)		(3)		—		(7)		4

Adjusted net (loss) income (ANI)	$	(24)	$	(45)	$	(10)	$	118	$	(24)

Weighted average shares outstanding – basic	181								182
Weighted average shares outstanding – diluted	181								182

Earnings per share:

Net loss per share – basic	$	(4.19)							$	(0.71)

Net loss per share – diluted	$	(4.19)							$	(0.71)

ANI per share:
ANI per share – basic	$	(0.13)							$	(0.13)
ANI per share – diluted (15)	$	(0.13)							$	(0.13)

* Refer to Catalent's description of non-GAAP measures, including Adjusted Net Income (Loss) as referenced above.

(1) Represents the amortization attributable to purchase accounting for previously completed business combinations.

(2) Non-cash goodwill impairment charges during the three months ended September 30, 2023 were associated with the Company's Biomodalities and Consumer Health reporting units.

(3) Impairment charges and gain/loss on sale of assets for the three months ended December 31, 2023 and for the three months ended March 31, 2024 includes fixed asset impairment charges associated with equipment for a product with significant decline demand in the Company's Biologics segment.

(4) Restructuring costs represent employee and non-employee restructuring charges associated with Catalent's plans to reduce costs, consolidate facilities, and optimize its infrastructure across the organization.

(5) Acquisition, integration and other special items during the three months ended June 30, 2024 and for the three months ended September 30, 2024 primarily include costs associated with the Company's plan of merger agreement with Creek Parent, Inc., a wholly owned subsidiary of Novo Holdings A/S.

(6) Gain on sale of subsidiary represents the sale of our Small Molecule Analytical Services subsidiary located in Research Triangle Park, North Carolina.

(7) Represents operational and engineering enhancements and costs related to a transformation program in our Biologics segment.

(8) For the three months ended December 31, 2023, represents one-time inventory charges for the settlement of a COVID-19 agreement where revenue from the settlement was deferred into future periods.

(9) For the three months ended December 31, 2023, represents one-time loss contingency accruals for inventory and damages sustained from a fire at a facility in our Biologics segment.

(10) Represents the loss on settlement of a frozen domestic qualified pension plan.

(11) For the three months ended September 30, 2024, represents one-time inventory charges for the settlement of an agreement that was associated with the merger agreement with Creek Parent, Inc.

(12) For the three months ended December 31, 2023, primarily represents one-time charges of penalties and interest on a value-added tax settlement in Western Europe.

(13) The tax effect of adjustments to Adjusted Net (Loss) Income is computed by applying the statutory tax rate in the jurisdictions to the income or expense items that are adjusted in the period presented; if a valuation allowance exists, the rate applied is zero.

(14) Discrete period income tax expense items are unusual or infrequently occurring items, primarily including: changes in judgment related to the realizability of deferred tax assets in future years, changes in measurement of a prior-year tax position, deferred tax impact of changes in tax law, and purchase accounting.

(15) For the three months ended September 30, 2024 and 2023, represents Adjusted Net (Loss) Income divided by the weighted average sum of fully diluted shares outstanding, which is equal to (a) the number of shares of common stock outstanding, plus (b) the number of shares of its common stock that would be issued assuming exercise or vesting of all potentially dilutive instruments. For the three months ended September 30, 2024 and 2023, the weighted average number of shares was 182 million and 181 million, respectively.

Catalent, Inc.

Reconciliation of Segment EBITDA* to Net Loss

(Unaudited; dollars in millions, except per share data)


	Three Months Ended September 30,
	2024		2023
Biologics Segment EBITDA	$	48	$	49
Pharma and Consumer Health Segment EBITDA	117		101
Sub-Total	$	165	$	150
Reconciling items to net loss
Unallocated costs (1)	(109)		(777)
Depreciation and amortization	(113)		(112)
Interest expense, net	(60)		(58)
Income tax (expense) benefit	(12)		38

Net loss	$	(129)	$	(759)

(1) Unallocated costs include restructuring and special items, stock-based compensation, impairment charges, gain on sale of subsidiary, certain other corporate directed costs, and other costs that are not allocated to the segments.

* Refer to Catalent's description of non-GAAP measures, including segment EBITDA as referenced above.

Catalent, Inc.

Calculation of Net Leverage Ratio*

(Unaudited; dollars in millions)


	September 30, 2023		December 31, 2023		March 31, 2024		June 30, 2024		September 30, 2024
Incremental Term Loan B-3, due 2028	$	1,415	$	1,411	$	1,408	$	1,404	$	1,400
Incremental Term Loan B-4, due 2028	—		600		600		598		597
Revolving credit facility	585		—		—		—		—
Unamortized discount and debt issuance costs	(12)		(25)		(24)		(22)		(21)
Total Secured Debt	1,988		1,986		1,984		1,980		1,976
Senior Notes, due 2027, 5.000%	500		500		500		500		500
Senior Notes, due 2028 (EUR), 2.375%	872		910		893		883		919
Senior Notes, due 2029, 3.125%	550		550		550		550		550
Senior Notes due 2030, 3.500%	650		650		650		650		650
Finance Leases / Other	412		434		426		364		359
Unamortized discount and debt issuance costs	(26)		(25)		(23)		(22)		(20)
Total Unsecured Debt	2,958		3,019		2,996		2,925		2,958

Total Debt	4,946		5,005		4,980		4,905		4,934
Cash and Cash Equivalents	209		229		162		289		335

Total Net Debt	$	4,737	$	4,776	$	4,818	$	4,616	$	4,599
Adjusted EBITDA



Q2 2023	283
Q3 2023	105		105
Q4 2023	122		122		122
Q1 2024	112		112		112		112
Q2 2024			123		123		123		123
Q3 2024					163		163		163
Q4 2024							305		305
Q1 2025									125
LTM Adjusted EBITDA	$	622	$	462	$	520	$	703	$	716
First Lien Debt / Adj. EBITDA	3.5x		4.8x		4.4x		3.0x		2.8x

Net Debt / Adj. EBITDA	7.6x		10.3x		9.3x		6.6x		6.4x

* Refer to Catalent's description of non-GAAP measures as referenced above.

Document Information	Nov. 05, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Entity Registrant Name	CATALENT, INC.
Trading Symbol	CTLT
Local Phone Number	537-6200
City Area Code	(732)
Entity Address, Postal Zip Code	08873
Entity Address, State or Province	NJ
Entity Address, Address Line One	14 Schoolhouse Road
Entity Address, City or Town	Somerset,
Amendment Flag	false
Entity Tax Identification Number	20-8737688
Entity File Number	001-36587
Document Period End Date	Nov. 05, 2024
Entity Emerging Growth Company	false
Written Communications	false
Entity Incorporation, State or Country Code	DE
Soliciting Material	false
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Security Exchange Name	NYSE
Entity Central Index Key	0001596783