Sotera Health Reports Strong Third-Quarter And Year-To-Date 2025 Results
| Sotera Health Company Consolidated Statements of Operations (in thousands, except per share amounts) (unaudited) | |||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenues: | |||||||||||||||
| Service | $ | 255,529 | $ | 238,790 | $ | 736,713 | $ | 703,027 | |||||||
| Product | 55,783 | 46,678 | 123,463 | 107,211 | |||||||||||
| Total net revenues | 311,312 | 285,468 | 860,176 | 810,238 | |||||||||||
| Cost of revenues: | |||||||||||||||
| Service | 114,337 | 111,080 | 335,259 | 331,068 | |||||||||||
| Product | 19,414 | 16,364 | 45,303 | 41,240 | |||||||||||
| Total cost of revenues | 133,751 | 127,444 | 380,562 | 372,308 | |||||||||||
| Gross profit | 177,561 | 158,024 | 479,614 | 437,930 | |||||||||||
| Selling, general and administrative expenses | 63,294 | 62,009 | 195,248 | 180,793 | |||||||||||
| Amortization of intangible assets | 3,090 | 15,508 | 27,715 | 46,657 | |||||||||||
| Illinois EO litigation settlements | - | - | 64,943 | - | |||||||||||
| Interest expense, net | 39,147 | 41,572 | 120,674 | 123,731 | |||||||||||
| Loss on refinancing of debt | 1,087 | 70 | 1,167 | 24,160 | |||||||||||
| Foreign exchange gain | (1,528 | ) | (1,054 | ) | (612 | ) | (2,237 | ) | |||||||
| Other income, net | (464 | ) | (2,835 | ) | (6,530 | ) | (4,084 | ) | |||||||
| Income before income taxes | 72,935 | 42,754 | 77,009 | 68,910 | |||||||||||
| Provision for income taxes | 24,535 | 25,756 | 33,907 | 36,835 | |||||||||||
| Net income | 48,400 | 16,998 | 43,102 | 32,075 | |||||||||||
| Earnings per share: | |||||||||||||||
| Basic | $ | 0.17 | $ | 0.06 | $ | 0.15 | $ | 0.11 | |||||||
| Diluted | 0.17 | 0.06 | 0.15 | 0.11 | |||||||||||
| Weighted average number of common shares outstanding: | |||||||||||||||
| Basic | 284,067 | 283,059 | 283,855 | 282,624 | |||||||||||
| Diluted | 286,745 | 285,564 | 286,019 | 284,660 | |||||||||||
| Sotera Health Company Segment Data (in thousands) (unaudited) | |||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Segment revenues: | |||||||||||||||
| Sterigenics | $ | 192,845 | $ | 175,574 | $ | 557,368 | $ | 518,425 | |||||||
| Nordion | 62,805 | 51,313 | 137,793 | 116,564 | |||||||||||
| Nelson Labs | 55,662 | 58,581 | 165,015 | 175,249 | |||||||||||
| Total net revenues | $ | 311,312 | $ | 285,468 | $ | 860,176 | $ | 810,238 | |||||||
| Segment income: | |||||||||||||||
| Sterigenics | $ | 107,155 | $ | 95,989 | $ | 302,904 | $ | 278,585 | |||||||
| Nordion | 38,048 | 31,733 | 78,947 | 65,938 | |||||||||||
| Nelson Labs | 18,987 | 18,639 | 54,913 | 51,117 | |||||||||||
| Total segment income | 164,190 | 146,361 | 436,764 | 395,640 | |||||||||||
| Less adjustments: | |||||||||||||||
| Interest expense, net | 39,147 | 41,572 | 120,674 | 123,731 | |||||||||||
| Depreciation and amortization(a) | 28,290 | 42,551 | 103,972 | 122,811 | |||||||||||
| Share-based compensation(b) | 8,047 | 9,860 | 23,465 | 28,723 | |||||||||||
| Loss on refinancing of debt(c) | 1,087 | 70 | 1,167 | 24,160 | |||||||||||
| Gain on foreign currency and derivatives not designated as hedging instruments, net(d) | (167 | ) | (2,231 | ) | (1,294 | ) | (1,699 | ) | |||||||
| Business optimization expenses(e) | 3,098 | 2,949 | 7,575 | 4,733 | |||||||||||
| Professional services relating to EO sterilization facilities(f) | 11,152 | 8,200 | 37,515 | 22,357 | |||||||||||
| Illinois EO litigation settlements(g) | - | - | 64,943 | - | |||||||||||
| Accretion of asset retirement obligation(h) | 601 | 636 | 1,738 | 1,914 | |||||||||||
| Consolidated income before income taxes | $ | 72,935 | $ | 42,754 | $ | 77,009 | $ | 68,910 | |||||||
| (a) | Includes depreciation of Co-60 held at gamma irradiation sites, and excludes 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 refinancing activity for the 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 Company Condensed Consolidated Balance Sheets (in thousands) (unaudited) | |||||
| As of September 30, | As of December 31, | ||||
| 2025 | 2024 | ||||
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | $ | 301,026 | $ | 278,865 | |
| Accounts receivable, net | 142,390 | 140,327 | |||
| Inventories, net | 49,865 | 49,158 | |||
| Other current assets | 84,534 | 57,687 | |||
| Total current assets | 577,815 | 526,037 | |||
| Property, plant, and equipment, net | 1,093,972 | 1,036,892 | |||
| Operating lease assets | 34,427 | 27,551 | |||
| Other intangible assets, net | 290,856 | 317,653 | |||
| Goodwill | 1,098,975 | 1,081,073 | |||
| Other assets | 90,117 | 82,442 | |||
| Total assets | $ | 3,186,162 | $ | 3,071,648 | |
| Liabilities and equity | |||||
| Total current liabilities | $ | 242,399 | $ | 191,002 | |
| Long-term debt, less current portion | 2,128,996 | 2,208,100 | |||
| Other noncurrent liabilities | 209,980 | 198,135 | |||
| Deferred income taxes | 54,316 | 69,500 | |||
| Total liabilities | 2,635,691 | 2,666,737 | |||
| Total equity | 550,471 | 404,911 | |||
| Total liabilities and equity | $ | 3,186,162 | $ | 3,071,648 | |
| Sotera Health Company Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) | |||||||
| Nine Months Ended September 30, | |||||||
| 2025 | 2024 | ||||||
| Operating activities: | |||||||
| Net income | $ | 43,102 | $ | 32,075 | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
| Non-cash items | 121,455 | 176,428 | |||||
| Changes in operating assets and liabilities | 19,534 | (40,056 | ) | ||||
| Net cash provided by operating activities | 184,091 | 168,447 | |||||
| Investing activities: | |||||||
| Purchases of property, plant and equipment | (87,319 | ) | (113,200 | ) | |||
| Other investing activities | 2,874 | 74 | |||||
| Net cash used in investing activities | (84,445 | ) | (113,126 | ) | |||
| Financing activities: | |||||||
| Proceeds from long-term borrowings | - | 2,259,350 | |||||
| Payments on long-term borrowings | (82,547 | ) | (2,260,600 | ) | |||
| Payments of debt issuance costs and debt discount | (3,919 | ) | (32,054 | ) | |||
| Buyout of leased facilities | - | (6,736 | ) | ||||
| Shares withheld for employee taxes on equity awards | (3,861 | ) | (2,342 | ) | |||
| Other financing activities | (2,032 | ) | (1,634 | ) | |||
| Net cash used in financing activities | (92,359 | ) | (44,016 | ) | |||
| Effect of exchange rate changes on cash and cash equivalents | 14,874 | (4,477 | ) | ||||
| Net increase in cash and cash equivalents, including restricted cash | 22,161 | 6,828 | |||||
| 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 | $ | 301,026 | $ | 308,482 | |||
| Supplemental disclosures of cash flow information: | |||||||
| Cash paid during the period for interest | $ | 129,600 | $ | 142,779 | |||
| Cash paid during the period for income taxes, net of tax refunds received | 47,607 | 42,447 | |||||
| Purchases of property, plant and equipment included in accounts payable | 17,215 | 16,372 | |||||
| Sotera Health Company Non-GAAP Financial Measures (in thousands, except per share amounts) (unaudited) | |||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net income | $ | 48,400 | $ | 16,998 | $ | 43,102 | $ | 32,075 | |||||||
| Amortization of intangible assets | 5,648 | 19,858 | 36,246 | 59,737 | |||||||||||
| Share-based compensation(a) | 8,047 | 9,860 | 23,465 | 28,723 | |||||||||||
| Loss on refinancing of debt(b) | 1,087 | 70 | 1,167 | 24,160 | |||||||||||
| Gain on foreign currency and derivatives not designated as hedging instruments, net(c) | (167 | ) | (2,231 | ) | (1,294 | ) | (1,699 | ) | |||||||
| Business optimization expenses(d) | 3,098 | 2,949 | 7,575 | 4,733 | |||||||||||
| Professional services relating to EO sterilization facilities(e) | 11,152 | 8,200 | 37,515 | 22,357 | |||||||||||
| Illinois EO litigation settlements(f) | - | - | 64,943 | - | |||||||||||
| Accretion of asset retirement obligation(g) | 601 | 636 | 1,738 | 1,914 | |||||||||||
| Income tax benefit associated with pre-tax adjustments(h) | (2,596 | ) | (7,397 | ) | (44,081 | ) | (32,241 | ) | |||||||
| Adjusted Net Income | 75,270 | 48,943 | 170,376 | 139,759 | |||||||||||
| Interest expense, net | 39,147 | 41,572 | 120,674 | 123,731 | |||||||||||
| Depreciation(i) | 22,642 | 22,693 | 67,726 | 63,074 | |||||||||||
| Income tax provision applicable to Adjusted Net Income(j) | 27,131 | 33,153 | 77,988 | 69,076 | |||||||||||
| Adjusted EBITDA (k) | $ | 164,190 | $ | 146,361 | $ | 436,764 | $ | 395,640 | |||||||
| Net Revenues | $ | 311,312 | $ | 285,468 | $ | 860,176 | $ | 810,238 | |||||||
| Adjusted EBITDA Margin | 52.7 | % | 51.3 | % | 50.8 | % | 48.8 | % | |||||||
| Weighted average number of shares outstanding: | |||||||||||||||
| Basic | 284,067 | 283,059 | 283,855 | 282,624 | |||||||||||
| Diluted | 286,745 | 285,564 | 286,019 | 284,660 | |||||||||||
| Earnings per share: | |||||||||||||||
| Basic | $ | 0.17 | $ | 0.06 | $ | 0.15 | $ | 0.11 | |||||||
| Diluted | 0.17 | 0.06 | 0.15 | 0.11 | |||||||||||
| Adjusted earnings per share: | |||||||||||||||
| Basic | $ | 0.26 | $ | 0.17 | $ | 0.60 | $ | 0.49 | |||||||
| Diluted | 0.26 | 0.17 | 0.60 | 0.49 | |||||||||||
| (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 refinancing activity for the 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 as determined under U.S. GAAP and the income tax benefit associated with pre-tax adjustments described in footnote (h). |
| (k) | $24.1 million and $25.8 million of the adjustments for the three months ended September 30, 2025 and 2024, respectively, and $72.7 million and $73.0 million of the adjustments for the nine months ended September 30, 2025 and 2024, respectively, are included in cost of revenues, primarily consisting of amortization of intangible assets, depreciation, and accretion of asset retirement obligations. |
| Sotera Health Company Non-GAAP Financial Measures ($'s in thousands) (unaudited) | |||||||
| As of September 30, | As of December 31, | ||||||
| 2025 | 2024 | ||||||
| Current portion of long-term debt | $ | 13,964 | $ | 14,803 | |||
| Long-term debt | 2,128,996 | 2,208,100 | |||||
| Current portion of finance leases | 3,347 | 2,923 | |||||
| Finance leases less current portion | 94,506 | 95,286 | |||||
| Total Debt | 2,240,813 | 2,321,112 | |||||
| Less: cash and cash equivalents | (299,192 | ) | (277,242 | ) | |||
| Net Debt | $ | 1,941,621 | $ | 2,043,870 | |||
| Adjusted EBITDA (a) | $ | 589,698 | $ | 548,574 | |||
| Net Leverage | 3.3x | 3.7x | |||||
| (a) | Represents Adjusted EBITDA for the twelve months ended September 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 Company Non-GAAP Financial Measures (in thousands) (unaudited) | |||||||
| Twelve Months Ended September 30, | Twelve Months Ended December 31, | ||||||
| 2025 | 2024 | ||||||
| Net income | $ | 55,425 | $ | 44,398 | |||
| Amortization of intangible assets | 55,886 | 79,377 | |||||
| Share-based compensation(a) | 31,638 | 36,896 | |||||
| Loss on refinancing of debt(b) | 1,175 | 24,168 | |||||
| Loss on foreign currency and derivatives not designated as hedging instruments, net(c) | 2,853 | 2,448 | |||||
| Business optimization expenses(d) | 12,210 | 9,368 | |||||
| Professional services relating to EO sterilization facilities(e) | 47,852 | 32,694 | |||||
| Illinois EO litigation settlements(f) | 64,943 | - | |||||
| Accretion of asset retirement obligation(g) | 2,462 | 2,638 | |||||
| Income tax benefit associated with pre-tax adjustments(h) | (45,327 | ) | (33,487 | ) | |||
| Adjusted Net Income | 229,117 | 198,500 | |||||
| Interest expense, net | 161,634 | 164,691 | |||||
| Depreciation(i) | 87,072 | 82,420 | |||||
| Income tax provision applicable to Adjusted Net Income(j) | 111,875 | 102,963 | |||||
| Adjusted EBITDA (k) | $ | 589,698 | $ | 548,574 | |||
| Net revenues | $ | 1,150,379 | $ | 1,100,441 | |||
| Adjusted EBITDA margin | 51.3 | % | 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 refinancing activity for the 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) | $96.8 million and $97.1 million of the adjustments for the twelve months ended September 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. |

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