Sotera Health Reports Strong Second-Quarter and First-Half 2025 Results

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CLEVELAND, Aug. 08, 2025 (GLOBE NEWSWIRE) -- Sotera Health Company ('Sotera Health' or the 'Company') (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions, lab testing and advisory services for the healthcare industry, today announced financial results for the three- and six- months ended June 30, 2025.
Second-quarter 2025 net revenues increased 6.4% to $294 million, compared to $277 million in the second-quarter 2024. Net revenues increased 6.0% on a constant currency basis. Net income was $8 million, or $0.03 per diluted share, which includes a pending and previously disclosed settlement of approximately $34 million related to ethylene oxide ('EO') claims against Sterigenics, compared to net income of $9 million, or $0.03 per diluted share, in the second-quarter of 2024. Adjusted EBITDA for the second-quarter 2025 increased 9.8% to $151 million compared to the second-quarter 2024, or 9.5% on a constant currency basis. Second-quarter 2025 Adjusted Earnings Per Diluted Share ('Adjusted EPS') increased $0.01 to $0.20 compared to the second-quarter of 2024.
For the first six months of 2025, net revenues increased 4.6% to $549 million, compared to $525 million for the same period in 2024. Net revenues increased 5.3% on a constant currency basis. Net loss was $5 million, or $0.02 per diluted share, which includes pending and previously disclosed settlements of approximately $31 million and $34 million related to EO claims against Sterigenics, compared to net income of $15 million, or $0.05 per diluted share, for the same period last year. Adjusted EBITDA for the first half of 2025 increased 9.3% to $273 million, or 10.2% on a constant currency basis, compared to the same period last year. Adjusted EPS increased by $0.01 to $0.33 compared to the first half of 2024.
'We are pleased to announce that we delivered more than 6% top-line growth for the quarter, supported by strong volume performance at Sterigenics. Adjusted EBITDA grew nearly 10% in the quarter with approximately 160 basis points of margin expansion, driven by over 500 basis points of improvement at Nelson Labs,' said Chairman and Chief Executive Officer, Michael B. Petras, Jr. 'These positive results reflect the essential nature of our services and our team's disciplined execution.'
Petras continued, 'With improving momentum through the first half of the year, we are raising our full-year outlook for revenue, Adjusted EBITDA and Adjusted EPS, reflecting our confidence in continued execution and performance.'
________________________(1) This is non-GAAP financial measure used throughout this press release; please refer to the section 'Non-GAAP Financial Measures' for explanations of our non-GAAP financial measures and the schedules provided later in this release for reconciliations of reported GAAP to non-GAAP financial measures.
Second-Quarter and First-Half 2025 Review by Business Segment
Sterigenics
Sterigenics delivered strong results for the second-quarter 2025 with net revenues up 10.5% to $195 million, or 10.0% on a constant currency basis, compared to the second-quarter 2024. Second-quarter 2025 segment income was $108 million, an increase of 11.3%. For the first six months of 2025, Sterigenics net revenues increased 6.3% to $365 million, or 7.1% on a constant currency basis, compared to the same period in 2024. Segment income increased 7.2% to $196 million.
Revenue growth for the quarter was primarily driven by favorable volume and mix, pricing, and changes in foreign currency exchange rates. Segment income and segment income margin increased for the quarter due to favorable volume and mix, as well as pricing, partially offset by inflation.
Nordion
Nordion net revenues increased 2.9% to $42 million, or 3.4% on a constant currency basis, compared to the second-quarter 2024. Second-quarter 2025 segment income increased slightly to $23 million. For the first six months of 2025, Nordion net revenues increased 14.9% to $75 million, or 16.8% on a constant currency basis, compared to the same period in 2024. Segment income increased 19.6% to $41 million.
Revenue growth for the quarter was driven by favorable pricing, as well as volume and mix, partially offset by unfavorable changes in foreign currency exchange rates. Segment income margin decreased primarily due to supplier mix.
Nelson Labs
Nelson Labs net revenues decreased 3.3% to $57 million, or 4.4% on a constant currency basis, compared to the second-quarter 2024. Nelson Labs second-quarter 2025 segment income increased 13.9% to $20 million. For the first six months of 2025, Nelson Labs net revenues decreased 6.3% to $109 million, or 6.4% on a constant currency basis, compared to the same period in 2024. Segment income increased 10.6% to $36 million.
Change in revenues for the quarter were driven by improvement in core lab testing services, favorable pricing, and changes in foreign currency exchange rates, offset by a decline in expert advisory services revenues. Segment income and segment income margin increases were driven by volume and mix improvements, lab optimization, and favorable pricing.
Balance Sheet and Liquidity
As of June 30, 2025, Sotera Health had $2.3 billion of total debt, and $332 million in unrestricted cash and cash equivalents, compared to $2.3 billion in total debt and $277 million in unrestricted cash and cash equivalents as of December 31, 2024. Sotera Health's Net Leverage Ratio(1) as of second-quarter 2025 improved to 3.5x compared to 3.7x as of December 31, 2024. As of June 30, 2025 the Company had no balance outstanding on its $600 million revolving credit facility.
2025 Outlook Update
Sotera Health is providing an update to its full-year 2025 outlook:
Net revenues growth range raised to 4.5% - 6.0% from 4.0% - 6.0%, on a constant currency basis,
Adjusted EBITDA growth range raised to 6.0% - 7.5% from 4.5% - 6.5%, on a constant currency basis,
Foreign currency impact on full-year net revenues and Adjusted EBITDA expected to be neutral, based on average second-quarter 2025 exchange rates,
Interest Expense in the range of $155 million to $165 million,
Tax rate applicable to Adjusted Net Income(1) range improved to 31.5% - 33.5% from 33% - 35%,
Adjusted EPS range raised to $0.75 - $0.82 from $0.70 - $0.76,
A weighted-average fully diluted share count in the range of 286 million to 287 million shares, and
Capital expenditures are now expected to be in the range of $170 million to $180 million, from previous outlook of $190 million to $210 million.
The Company does not provide a reconciliation for non-GAAP financial measures on a forward-looking basis where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items without unreasonable effort. The Company cannot reconcile its expected Adjusted EBITDA, Tax Rate Applicable to Net Income, Adjusted Net Income and Adjusted EPS without unreasonable effort because certain items that impact net income, earnings per share and other reconciling metrics are out of the Company's control and/or cannot be reasonably predicted at this time, including uncertainties caused by changes to the regulatory landscape, restructuring items and certain fair value measurements, all of which are potential adjustments for future earnings.
The outlook provided above contains a number of assumptions, including, among others, the Company's current expectations regarding supply chain continuity, particularly for the supply of EO and Cobalt-60, the impact of inflationary trends, including the impact on energy prices and the supply of labor, and the expectation that average second-quarter 2025 exchange rates remain constant for the remainder of 2025. Our outlook is based on current plans and expectations and is subject to several known and unknown risks and uncertainties, including those set forth below under 'Cautionary Note Regarding Forward-Looking Statements.'
Earnings Webcast
Sotera Health management will host a conference call and live webcast to discuss the Company's financial results and operating highlights at 9:00 a.m. Eastern Daylight Time today. To participate in the live call, please dial 1-844-481-2916 (toll-free in the United States), or 1-412-317-0709 if dialing-in from other locations. A live webcast of the conference call will be accessible at this link or via the Investor Relations section of the Company's website at Presentation & Events | Sotera Health, along with accompanying materials. A replay of the webcast will be available on the Company's website.
Updates on recent developments in matters relevant to investors can be found on the Investor Relations section of the Sotera Health website at Investor Relations | Sotera Health. For developments related to EO, updates can be found at Ethylene Oxide | Sotera Health.
Cautionary Note Regarding Forward-Looking Statements
Unless expressly indicated or the context requires otherwise, the terms 'Sotera Health,' 'Company,' 'we,' 'us,' and 'our' in this document refer to Sotera Health Company, a Delaware corporation, and, where appropriate, its subsidiaries on a consolidated basis. This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and reflects management's expectations about future events and the Company's operating plans and performance and speak only as of the date hereof. Forward-looking statements present our current forecasts and estimates of future events. These statements do not strictly relate to historical or current results and can be identified by words such as 'anticipate,' 'appear,' 'assume,' 'believe,' 'estimate,' 'expect,' 'forecast,' 'intend,' 'likely,' 'may,' 'plan,' 'project,' 'seek,' 'should,' 'strategy,' 'will' and other terms of similar meaning or import in connection with any discussion of future operating, financial or other performance. These forward-looking statements are subject to risks, uncertainties and other factors and actual results may differ materially from those results projected in the statements. These forward-looking statements are subject to various risks, uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. These risks and uncertainties include, but are not limited to, a disruption in the availability or supply of, or increases in the price of, EO, Co-60 or our other direct materials, services and supplies, including as a result of geopolitical instability and/or sanctions against Russia by the United States, Canada, United Kingdom and/or the European Union; fluctuations in foreign currency exchange rates; evolving changes in environmental, health and safety regulations or preferences, and general economic, social and business conditions; health and safety risks associated with the use, storage, transportation and disposal of potentially hazardous materials such as EO and Co-60; the impact and outcome of current and future legal proceedings and liability claims, including litigation related to the use, emissions and releases of EO from our facilities in California, Georgia, Illinois and New Mexico and the possibility that additional claims will be made in the future relating to these or other facilities; our ability to satisfy the conditions for settlement of the EO claims related to our former facility in Willowbrook, Illinois; allegations of our failure to properly perform services and potential product liability claims, recalls, penalties and reputational harm; compliance with the extensive regulatory requirements to which we are subject, the related costs, and any failures to receive or maintain, or delays in receiving, required clearances or approvals; adverse changes in industry trends; competition we face; market conditions and changes, including inflationary trends and the impact of tariffs, that impact our long-term supply contracts with variable price clauses and increase our cost of revenues; business continuity hazards, including supply chain disruptions and other risks associated with our operations; the risks of doing business internationally, including global and regional economic and political instability and compliance with various applicable laws and potentially inconsistent laws and regulations in multiple jurisdictions; our ability to increase capacity at existing facilities, build new facilities in a timely and cost-effective manner and renew leases for our leased facilities; our ability to attract and retain qualified employees; severe health events or environmental events; cybersecurity incidents, unauthorized data disclosures, and our dependence on information technology systems; an inability to pursue strategic transactions, find suitable acquisition targets, or integrate strategic acquisitions into our business successfully; our ability to maintain effective internal control over financial reporting; our reliance on intellectual property to maintain our competitive position and the risk of claims from third parties that we have infringed or misappropriated, or are infringing or misappropriating, their intellectual property rights; our ability to comply with rapidly evolving data privacy and security laws and regulations in various jurisdictions and any ineffective compliance efforts with such laws and regulations; our ability to generate profitability in future periods; impairment charges on our goodwill and other intangible assets with indefinite lives, as well as other long-lived assets and intangible assets with definite lives; the effects of unionization efforts and labor regulations in countries in which we operate; adverse changes to our tax positions in U.S. or non-U.S. jurisdictions or the interpretation and application of U.S. tax legislation or other changes in U.S. or non-U.S. taxation of our operations; and our significant leverage and how this significant leverage could adversely affect our ability to raise additional capital, limit our ability to react to challenges confronting our Company or broader changes in our industry or the economy, limit our flexibility in operating our business through restrictions contained in our debt agreements and/or prevent us from meeting our obligations under our existing and future agreements governing our indebtedness. For additional discussion of these risks and uncertainties, please refer to the Company's filings with the Securities and Exchange Commission, such as its Annual Report on Form 10-K and quarterly reports. We do not undertake any obligation to publicly update or revise these forward-looking statements, except as otherwise required by law.
Non-GAAP Financial Measures
To supplement our consolidated financial statements presented in accordance with GAAP, we consider Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted EPS, Net Debt and Net Leverage Ratio and constant currency, financial measures that are not based on any standardized methodology prescribed by GAAP.
We define Adjusted Net Income as net income (loss) before amortization and certain other adjustments that we do not consider in our evaluation of our ongoing operating performance from period to period.
We define Adjusted EBITDA as Adjusted Net Income before interest expense, depreciation (including depreciation of Co-60 used in our operations) and income tax provision applicable to Adjusted Net Income.
Adjusted EBITDA margin is equal to Adjusted EBITDA divided by net revenues.
Segment income margin is equal to segment income divided by net segment revenues.
We define Adjusted EPS as Adjusted Net Income divided by the weighted average number of diluted shares outstanding.
Our Net Debt is equal to our total debt net of unamortized debt issuance costs and debt discounts, less cash and cash equivalents.
Our Net Leverage Ratio is equal to Net Debt divided by Adjusted EBITDA.
Constant currency is a non-GAAP financial measure we use to assess performance excluding the impact of foreign currency exchange rate changes. We calculate constant currency net revenues by translating prior year net revenues in local currency at the average exchange rates applicable for the current period. The translated results are then used to determine year-over-year percentage increases or decreases. We generally refer to such amounts calculated on a constant currency basis as excluding the impact of foreign currency exchange rates. These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with GAAP.
We use these non-GAAP financial measures as the principal measures of our operating performance. Management believes these measures allow management to more effectively evaluate our operating performance and compare the results of our operations from period to period without the impact of certain non-cash items and non-routine items that we do not expect to continue at the same level in the future and other items that are not core to our operations. We believe that these measures are useful to our investors because they provide a more complete understanding of the factors and trends affecting our business than could be obtained without these measures and their disclosure. In addition, we believe these measures will assist investors in making comparisons to our historical operating results and analyzing the underlying performance of our operations for the periods presented. Our management also uses these measurements in their financial analysis and operational decision-making and Adjusted EBITDA serves as the key metric for the attainment of our primary annual incentive program. These measures may be calculated differently from, and therefore may not be comparable to, a similarly titled measure used by other companies.
About Sotera Health
Sotera Health Company is a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry. Sotera Health goes to market through three businesses – Sterigenics®, Nordion® and Nelson Labs®. Sotera Health is committed to its mission, Safeguarding Global Health®.
INVESTOR RELATIONS
Jason Peterson Vice President Investor Relations & Treasurer, Sotera Health [e-mail]
MEDIA
Kristin GibbsChief Marketing Officer, Sotera [e-mail]
Source: Sotera Health Company
Sotera Health CompanyConsolidated Statements of Operations(in thousands, except per share amounts)(unaudited)
Three Months EndedJune 30,
Six Months EndedJune 30,
2025
2024
2025
2024
Revenues:
Service
$
257,244
$
237,756
$
481,184
$
464,237
Product
37,097
38,838
67,680
60,533
Total net revenues
294,341
276,594
548,864
524,770
Cost of revenues:
Service
113,293
109,136
220,922
219,988
Product
14,427
14,667
25,889
24,876
Total cost of revenues
127,720
123,803
246,811
244,864
Gross profit
166,621
152,791
302,053
279,906
Selling, general and administrative expenses
68,893
60,575
131,954
118,784
Amortization of intangible assets
9,298
15,417
24,625
31,149
Illinois EO litigation settlements
34,000
—
64,943
—
Interest expense, net
40,651
40,388
81,527
82,159
Loss on refinancing of debt
80
23,400
80
24,090
Foreign exchange loss (gain)
627
(611
)
916
(1,183
)
Other income, net
(5,825
)
(1,520
)
(6,066
)
(1,249
)
Income before income taxes
18,897
15,142
4,074
26,156
Provision for income taxes
10,935
6,388
9,372
11,079
Net income (loss)
$
7,962
$
8,754
$
(5,298
)
$
15,077
Earnings (Loss) per share:
Basic
$
0.03
$
0.03
$
(0.02
)
$
0.05
Diluted
0.03
0.03
(0.02
)
0.05
Weighted average number of common shares outstanding:
Basic
283,933
282,894
283,747
282,403
Diluted
285,756
284,541
283,747
284,264
Sotera Health CompanySegment Data(in thousands)(unaudited)
Three Months EndedJune 30,
Six Months EndedJune 30,
2025
2024
2025
2024
Segment revenues:
Sterigenics
$
194,839
$
176,354
$
364,523
$
342,851
Nordion
42,431
41,244
74,988
65,251
Nelson Labs
57,071
58,996
109,353
116,668
Total net revenues
$
294,341
$
276,594
$
548,864
$
524,770
Segment income:
Sterigenics
$
107,745
$
96,778
$
195,749
$
182,596
Nordion
23,477
23,420
40,899
34,205
Nelson Labs
19,513
17,137
35,926
32,478
Total segment income
150,735
137,335
272,574
249,279
Less adjustments:
Interest expense, net
$
40,651
$
40,388
$
81,527
$
82,159
Depreciation and amortization(a)
34,948
39,830
75,682
80,260
Share-based compensation(b)
8,149
10,206
15,418
18,863
Loss on refinancing of debt(c)
80
23,400
80
24,090
(Gain) Loss on foreign currency and derivatives not designated as hedging instruments, net(d)
(3,018
)
(698
)
(1,127
)
532
Business optimization expenses(e)
2,430
613
4,477
1,784
Professional services relating to EO sterilization facilities(f)
14,035
7,818
26,363
14,157
Illinois EO litigation settlements(g)
34,000
—
64,943
—
Accretion of asset retirement obligation(h)
563
636
1,137
1,278
Consolidated income before income taxes
$
18,897
$
15,142
$
4,074
$
26,156
(a)
Includes depreciation of Co-60 held at gamma irradiation sites. The three and six months ended June 30, 2025 exclude accelerated depreciation associated with business optimization activities.
(b)
Represents share-based compensation expense related to employees and Non-Employee Directors.
(c)
Represents the write-off of unamortized debt issuance costs and discounts, as well as certain other costs incurred related to the Refinancing Term Loans, the Secured Notes and the Revolving Credit Facility.
(d)
Represents the effects of (i) fluctuations in foreign currency exchange rates and (ii) non-cash mark-to-fair value of embedded derivatives relating to certain customer and supply contracts at Nordion.
(e)
Represents (i) certain costs related to divestitures, acquisitions and the integration of acquisitions, (ii) professional fees and other costs associated with business optimization, cost saving and other process enhancement projects, and (iii) legal, consulting and other fees associated with the secondary offerings and shareholder engagement.
(f)
Represents litigation and other professional fees associated with our EO sterilization facilities.
(g)
Represents (i) the cost to settle 97 pending and threatened EO claims against Sterigenics in Illinois pursuant to the term sheet entered into on April 3, 2025 and (ii) the cost to settle 129 pending and threatened EO claims against Sterigenics in Illinois pursuant to the term sheet entered into on July 23, 2025.
(h)
Represents non-cash accretion of ARO related to Co-60 gamma and EO sterilization facilities, which are based on estimated site remediation costs for any future decommissioning of these facilities and are accreted over the life of the asset.
Sotera Health CompanyCondensed Consolidated Balance Sheets(in thousands)(unaudited)
As of June 30,
As of December 31,
2025
2024
Assets
Current assets:
Cash and cash equivalents
$
334,272
$
278,865
Accounts receivable, net
136,557
140,327
Inventories, net
59,949
49,158
Other current assets
77,397
57,687
Total current assets
608,175
526,037
Property, plant, and equipment, net
1,080,399
1,036,892
Operating lease assets
31,524
27,551
Other intangible assets, net
300,109
317,653
Goodwill
1,104,502
1,081,073
Other assets
92,020
82,442
Total assets
$
3,216,729
$
3,071,648
Liabilities and equity
Total current liabilities
$
246,320
$
191,002
Long-term debt, less current portion
2,202,651
2,208,100
Other noncurrent liabilities
208,407
198,135
Deferred income taxes
48,068
69,500
Total liabilities
2,705,446
2,666,737
Total equity
511,283
404,911
Total liabilities and equity
$
3,216,729
$
3,071,648
Sotera Health CompanyCondensed Consolidated Statements of Cash Flows(in thousands)(unaudited)
Six Months EndedJune 30,
2025
2024
Operating activities:
Net (loss) income
$
(5,298
)
$
15,077
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Non-cash items
84,361
112,589
Changes in operating assets and liabilities
33,874
(56,672
)
Net cash provided by operating activities
112,937
70,994
Investing activities:
Purchases of property, plant and equipment
(51,147
)
(76,811
)
Other investing activities
37
37
Net cash used in investing activities
(51,110
)
(76,774
)
Financing activities:
Proceeds from long-term borrowings
—
2,259,350
Payments on long-term borrowings
(7,547
)
(2,260,600
)
Payments of debt issuance costs and debt discount
(2,326
)
(30,204
)
Buyout of leased facilities
—
(6,736
)
Shares withheld for employee taxes on equity awards
(3,654
)
(2,176
)
Other financing activities
(1,493
)
(996
)
Net cash used in financing activities
(15,020
)
(41,362
)
Effect of exchange rate changes on cash and cash equivalents
8,600
(6,754
)
Net increase (decrease) in cash and cash equivalents, including restricted cash
55,407
(53,896
)
Cash and cash equivalents, including restricted cash, at beginning of period
278,865
301,654
Cash and cash equivalents, including restricted cash, at end of period
$
334,272
$
247,758
Supplemental disclosures of cash flow information:
Cash paid during the period for interest
$
102,716
$
111,169
Cash paid during the period for income taxes, net of tax refunds received
32,207
27,714
Purchases of property, plant and equipment included in accounts payable
10,307
13,538
Sotera Health CompanyNon-GAAP Financial Measures(in thousands, except per share amounts)(unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Net income (loss)
$
7,962
$
8,754
$
(5,298
)
$
15,077
Amortization of intangible assets
11,924
19,755
30,598
39,879
Share-based compensation(a)
8,149
10,206
15,418
18,863
Loss on refinancing of debt(b)
80
23,400
80
24,090
(Gain) Loss on foreign currency and derivatives not designated as hedging instruments, net(c)
(3,018
)
(698
)
(1,127
)
532
Business optimization expenses(d)
2,430
613
4,477
1,784
Professional services relating to EO sterilization facilities(e)
14,035
7,818
26,363
14,157
Illinois EO litigation settlements(f)
34,000
—
64,943
—
Accretion of asset retirement obligation(g)
563
636
1,137
1,278
Income tax benefit associated with pre-tax adjustments(h)
(20,063
)
(15,297
)
(41,485
)
(24,844
)
Adjusted Net Income
56,062
55,187
95,106
90,816
Interest expense, net
40,651
40,388
81,527
82,159
Depreciation(i)
23,024
20,075
45,084
40,381
Income tax provision applicable to Adjusted Net Income(j)
30,998
21,685
50,857
35,923
Adjusted EBITDA(k)
$
150,735
$
137,335
$
272,574
$
249,279
Net Revenues
$
294,341
$
276,594
$
548,864
$
524,770
Adjusted EBITDA Margin
51.2
%
49.7
%
49.7
%
47.5
%
Weighted average number of shares outstanding
Basic
283,933
282,894
283,747
282,403
Diluted(l)
285,756
284,541
285,684
284,264
Earnings (Loss) per share
Basic
$
0.03
$
0.03
$
(0.02
)
$
0.05
Diluted
0.03
0.03
(0.02
)
0.05
Adjusted earnings per share
Basic
$
0.20
$
0.20
$
0.34
$
0.32
Diluted
0.20
0.19
0.33
0.32
(a)
Represents share-based compensation expense related to employees and Non-Employee Directors.
(b)
Represents the write-off of unamortized debt issuance costs and discounts, as well as certain other costs incurred related to the Refinancing Term Loans, the Secured Notes and the Revolving Credit Facility.
(c)
Represents the effects of (i) fluctuations in foreign currency exchange rates and (ii) non-cash mark-to-fair value of embedded derivatives relating to certain customer and supply contracts at Nordion.
(d)
Represents (i) certain costs related to divestitures, acquisitions and the integration of acquisitions, (ii) professional fees and other costs associated with business optimization, cost saving and other process enhancement projects, and (iii) legal, consulting and other fees associated with the secondary offerings and shareholder engagement.
(e)
Represents litigation and other professional fees associated with our EO sterilization facilities.
(f)
Represents (i) the cost to settle 97 pending and threatened EO claims against Sterigenics in Illinois pursuant to the term sheet entered into on April 3, 2025 and (ii) the cost to settle 129 pending and threatened EO claims against Sterigenics in Illinois pursuant to the term sheet entered into on July 23, 2025.
(g)
Represents non-cash accretion of ARO related to Co-60 gamma and EO sterilization facilities, which are based on estimated site remediation costs for any future decommissioning of these facilities and are accreted over the life of the asset.
(h)
Represents the income tax impact of adjustments calculated based on the tax rate applicable to each item. We eliminate the effect of tax rate changes as applied to tax assets and liabilities and unusual items from our presentation of adjusted net income.
(i)
Includes depreciation of Co-60 held at gamma irradiation sites. The three and six months ended June 30, 2025 excludes accelerated depreciation associated with business optimization activities.
(j)
Represents the difference between the income tax provision or benefit as determined under U.S. GAAP and the income tax provision or benefit associated with pre-tax adjustments described in footnote (h).
(k)
$24.4 million and $23.4 million of the adjustments for the three months ended June 30, 2025 and 2024, respectively, and $48.6 million and $47.2 million of the adjustments for the six months ended June 30, 2025 and 2024, respectively, are included in cost of revenues, primarily consisting of amortization of intangible assets, depreciation, and accretion of asset retirement obligations.
(l)
For the six months ended June 30, 2025, the diluted weighted average shares outstanding presented in this table reflects the amount that would be reported under U.S. GAAP if the Company were to have net income in the six months ended June 30, 2025.
Sotera Health CompanyNon-GAAP Financial Measures($'s in thousands except Net Leverage)(unaudited)
As of June 30,
As of December 31,
2025
2024
Current portion of long-term debt
$
14,820
$
14,803
Long-term debt
2,202,651
2,208,100
Current portion of finance leases
3,237
2,923
Finance leases less current portion
95,420
95,286
Total Debt
2,316,128
2,321,112
Less: cash and cash equivalents
(332,437
)
(277,242
)
Net Debt
$
1,983,691
$
2,043,870
Adjusted EBITDA(a)
$
571,869
$
548,574
Net Leverage
3.5x
3.7x
(a)
Represents Adjusted EBITDA for the twelve months ended June 30, 2025 and December 31, 2024, respectively. Refer to the reconciliation of net income (the most comparable GAAP measure) to Adjusted EBITDA on the following page.
Sotera Health CompanyNon-GAAP Financial Measures(in thousands)(unaudited)
Twelve MonthsEnded June 30,
Twelve MonthsEnded December 31,
2025
2024
Net income
$
24,023
$
44,398
Amortization of intangible assets
70,096
79,377
Share-based compensation(a)
33,451
36,896
Loss on refinancing of debt(b)
158
24,168
Loss on foreign currency and derivatives not designated as hedging instruments, net(c)
789
2,448
Business optimization expenses(d)
12,061
9,368
Professional services relating to EO sterilization facilities(e)
44,900
32,694
Illinois EO litigation settlement(f)
64,943
—
Accretion of asset retirement obligation(g)
2,497
2,638
Income tax benefit associated with pre-tax adjustments(h)
(50,128
)
(33,487
)
Adjusted Net Income
202,790
198,500
Interest expense, net
164,059
164,691
Depreciation(i)
87,123
82,420
Income tax provision applicable to Adjusted Net Income(j)
117,897
102,963
Adjusted EBITDA(k)
$
571,869
$
548,574
Net Revenues
$
1,124,535
$
1,100,441
Adjusted EBITDA Margin
50.9
%
49.9
%(a)
Represents share-based compensation expense related to employees and Non-Employee Directors.
(b)
Represents the write-off of unamortized debt issuance costs and discounts, as well as certain other costs incurred related to the Refinancing Term Loans, the Secured Notes and the Revolving Credit Facility.
(c)
Represents the effects of (i) fluctuations in foreign currency exchange rates and (ii) non-cash mark-to-fair value of embedded derivatives relating to certain customer and supply contracts at Nordion.
(d)
Represents (i) certain costs related to divestitures, acquisitions and the integration of acquisitions, (ii) professional fees and other costs associated with business optimization, cost saving and other process enhancement projects, and (iii) legal, consulting and other fees associated with the secondary offerings and shareholder engagement.
(e)
Represents litigation and other professional fees associated with our EO sterilization facilities.
(f)
Represents (i) the cost to settle 97 pending and threatened EO claims against Sterigenics in Illinois pursuant to the term sheet entered into on April 3, 2025 and (ii) the cost to settle 129 pending and threatened EO claims against Sterigenics in Illinois pursuant to the term sheet entered into on July 23, 2025.
(g)
Represents non-cash accretion of ARO related to Co-60 gamma and EO sterilization facilities, which are based on estimated site remediation costs for any future decommissioning of these facilities and are accreted over the life of the asset.
(h)
Represents the income tax impact of adjustments calculated based on the tax rate applicable to each item. We eliminate the effect of tax rate changes as applied to tax assets and liabilities and unusual items from our presentation of adjusted net income.
(i)
Includes depreciation of Co-60 held at gamma irradiation sites and excludes accelerated depreciation associated with business optimization activities.
(j)
Represents the difference between the income tax provision or benefit as determined under U.S. GAAP and the income tax provision or benefit associated with pre-tax adjustments described in footnote (h).
(k)
$98.5 million and $97.1 million of the adjustments for the twelve months ended June 30, 2025 and December 31, 2024, respectively, are included in cost of revenues, primarily consisting of amortization of intangible assets, depreciation, and accretion of asset retirement obligations.