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You should read the following discussion and analysis in conjunction with our consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2025 Form 10-K. This discussion and analysis contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of various factors, including the factors we describe in the section entitled Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q, as well as Part I, Item 1A, “Risk Factors” in our 2025 Form 10-K.
OVERVIEW
We are a leading global provider of mission-critical end-to-end sterilization solutions, lab testing and advisory services for the healthcare industry. We are driven by our mission: Safeguarding Global Health®. We provide end-to-end sterilization as well as microbiological and analytical lab testing and advisory services to help ensure that medical, pharmaceutical and food products are safe for healthcare practitioners, patients and consumers in the United States and around the world. Our services are an essential aspect of our customers’ manufacturing processes and supply chains, helping to ensure sterilized medical products reach healthcare practitioners and patients. Most of these services are necessary for our customers to satisfy applicable government requirements.
We serve our customers throughout their product lifecycles, from product design to manufacturing and delivery, helping to ensure the sterility, effectiveness and safety of their products for the end user. We operate across two core businesses: sterilization services and lab services. Each of our businesses has a longstanding record and is a leader in its respective market, supported and connected by our core capabilities including deep end market, regulatory, technical and logistics expertise. The combination of Sterigenics, our terminal sterilization business, and Nordion, our Co-60 supply business, makes us the only vertically integrated global gamma sterilization provider in the sterilization industry. For financial reporting purposes, our sterilization services business is comprised of two reportable segments, Sterigenics and Nordion, and our lab services business constitutes a third reportable segment, Nelson Labs.
For the three and six months ended June 30, 2026, respectively, we recorded net revenues of $321.4 million and $601.4 million, net income of $53.6 million and $80.2 million, Adjusted Net Income of $74.0 million and $126.3 million, and Adjusted EBITDA of $165.7 million and $300.4 million. Adjusted Net Income and Adjusted EBITDA are financial measures not based on any standardized methodology prescribed by GAAP. For the definition of Adjusted Net Income and Adjusted EBITDA and the reconciliation of these non-GAAP measures from net income (loss), please see “Non-GAAP Financial Measures.”
CONSOLIDATED RESULTS OF OPERATIONS
Three Months Ended June 30, 2026 as compared to Three Months Ended June 30, 2025
The following table sets forth the components of our results of operations for the three months ended June 30, 2026 and 2025:
(thousands of U.S. dollars) 2026 2025 $ Change % Change
Total net revenues $ 321,375 $ 294,341 $ 27,034 9.2 %
Total cost of revenues 143,412 127,720 15,692 12.3 %
Net income 53,643 7,962 45,681 573.7 %
Adjusted Net Income(a) 73,961 56,062 17,899 31.9 %
Adjusted EBITDA(a) 165,739 150,735 15,004 10.0 %
(a)Adjusted Net Income and Adjusted EBITDA are non-GAAP financial measures. For more information regarding our calculation of Adjusted Net Income and Adjusted EBITDA, including information about their limitations as tools for analysis and a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income and Adjusted EBITDA, please see the reconciliation included below in “Non-GAAP Financial Measures.”
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Total Net Revenues
The following table compares our revenues by type for the three months ended June 30, 2026 to the three months ended June 30, 2025.
(thousands of U.S. dollars)
Net revenues for the three months ended June 30, 2026 2025 $ Change % Change
Service $ 278,325 $ 257,244 $ 21,081 8.2 %
Product 43,050 37,097 5,953 16.0 %
Total net revenues $ 321,375 $ 294,341 $ 27,034 9.2 %
Net revenues were $321.4 million for the three months ended June 30, 2026, an increase of $27.0 million, or 9.2%, as compared to the three months ended June 30, 2025. Excluding the impact of foreign currency exchange rates, net revenues for the three months ended June 30, 2026 increased approximately 8.0% compared with the three months ended June 30, 2025.
Service revenues
Service revenues increased $21.1 million, or 8.2%, to $278.3 million for the three months ended June 30, 2026 as compared to $257.2 million for the three months ended June 30, 2025. The growth in net service revenues was primarily driven by pricing in the Sterigenics and Nelson Labs segments, favorable volume/mix across all three segments and changes in foreign currency exchange rates.
Product revenues
Product revenues increased $6.0 million, or 16.0%, to $43.1 million for the three months ended June 30, 2026 as compared to $37.1 million for the three months ended June 30, 2025. The increase was driven by higher revenues from Co-60 in the Nordion segment due to the timing of reactor harvest schedules and favorable pricing, partially offset by changes in foreign currency exchange rates.
Total Cost of Revenues
The following table compares our cost of revenues by type for the three months ended June 30, 2026 to the three months ended June 30, 2025:
(thousands of U.S. dollars)
Cost of revenues for the three months ended June 30, 2026 2025 $ Change % Change
Service $ 126,840 $ 113,293 $ 13,547 12.0 %
Product 16,572 14,427 2,145 14.9 %
Total cost of revenues $ 143,412 $ 127,720 $ 15,692 12.3 %
Total cost of revenues accounted for approximately 44.6% and 43.4% of our consolidated net revenues for the three months ended June 30, 2026 and 2025, respectively.
Cost of service revenues
Cost of service revenues increased $13.5 million, or 12.0%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase was driven by higher employee compensation costs and depreciation from capital assets recently placed into service. Changes in foreign currency exchange rates resulted in an unfavorable impact to cost of service revenues for the three months ended June 30, 2026.
Cost of product revenues
Cost of product revenues increased $2.1 million, or 14.9%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase was primarily a result of higher volumes of Co-60 shipments due to the timing of reactor harvest schedules, which resulted in increases in direct material and transportation costs.
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SG&A Expenses
SG&A expenses decreased $0.7 million, or 1.1%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, driven mainly by a decrease in litigation and other professional services expenses.
Amortization of intangible assets
Amortization of intangible assets decreased $6.3 million to $3.0 million, or 67.6%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The decline was primarily due to certain intangible assets that were fully amortized in May 2025.
Interest Expense, Net
Interest expense, net decreased $6.2 million, or 15.4%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to a lower interest rate on our Term Loan and a $75.0 million principal paydown. The weighted average interest rate on our outstanding debt was 6.49% and 7.49% for the three months ended June 30, 2026 and 2025, respectively.
Loss on Refinancing of Debt
Loss on refinancing of debt for the three months ended June 30, 2026 was $0.9 million related to Amendment No. 7 to the Credit Agreement. Loss on refinancing of debt for the three months ended June 30, 2025 was $0.1 million related to Amendment No. 5 to the Credit Agreement. The refinancing activity resulted in the write off of certain unamortized debt issuance costs and discounts on the Term Loans. In addition, certain new debt issuance costs and discounts were expensed in connection with the Credit Agreement amendments.
Foreign Exchange (Gain) Loss
Foreign exchange gain was $3.7 million for the three months ended June 30, 2026 as compared to a loss of $0.6 million for the three months ended June 30, 2025. The change in foreign exchange (gain) loss in our Consolidated Statements of Operations and Comprehensive Income mainly relates to short-term gains and losses on transactions and certain assets and liabilities denominated in currencies other than the functional currency of our operating entities.
Other Income, Net
Other income, net decreased $3.0 million, or 51.0%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, mainly arising from an unfavorable decrease in the net fair value of Nordion’s embedded derivatives for the three months ended June 30, 2026 compared to the same period of the prior year.
Provision for Income Taxes
Provision for income taxes increased $13.5 million to a net provision of $24.4 million for the three months ended June 30, 2026 as compared to $10.9 million for the three months ended June 30, 2025. The change was primarily attributable to higher pre-tax income for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, partially offset by a decrease in the impact of the valuation allowance attributable to the limitation on the deductibility of interest expense.
Provision for income taxes for the three months ended June 30, 2026 differed from the federal statutory rate primarily due to the foreign rate differential, current year permanent differences, including foreign withholding taxes and other non-deductible items, and U.S. state income taxes (net of federal tax benefit). Income tax expense for the three months ended June 30, 2025 differed from the statutory rate primarily due to the valuation allowance attributable to the limitation on the deductibility of interest expense, the impact of the foreign rate differential and current year permanent tax differences, partially offset by a benefit for state income taxes.
Net Income, Adjusted Net Income and Adjusted EBITDA
Net income for the three months ended June 30, 2026 was $53.6 million as compared to net income of $8.0 million for the three months ended June 30, 2025 due to the factors described above. Adjusted Net Income was $74.0 million for the three months ended June 30, 2026, as compared to $56.1 million for the three months ended June 30, 2025, and Adjusted EBITDA was $165.7 million for the three months ended June 30, 2026 as compared to $150.7 million for the three months ended June 30, 2025. Please see “Non-GAAP Financial Measures” below for a reconciliation of Adjusted Net Income and Adjusted EBITDA to their most directly comparable financial measure calculated and presented in accordance with GAAP.
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Six Months Ended June 30, 2026 as compared to Six Months Ended June 30, 2025:
The following table sets forth the components of our results of operations for the six months ended June 30, 2026 and 2025.
(thousands of U.S. dollars) 2026 2025 $ Change % Change
Total net revenues $ 601,420 $ 548,864 $ 52,556 9.6 %
Total cost of revenues 276,388 246,811 29,577 12.0 %
Net income (loss) 80,232 (5,298) 85,530 1614.4 %
Adjusted Net Income(a) 126,327 95,106 31,221 32.8 %
Adjusted EBITDA(a) 300,392 272,574 27,818 10.2 %
(a)Adjusted Net Income and Adjusted EBITDA are non-GAAP financial measures. For more information regarding our calculation of Adjusted Net Income and Adjusted EBITDA, including information about their limitations as tools for analysis and a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income and Adjusted EBITDA, please see the reconciliation included below in “Non-GAAP Financial Measures.”
Total Net Revenues
The following table compares our net revenues by type for the six months ended June 30, 2026 to the six months ended June 30, 2025:
(thousands of U.S. dollars)
Net revenues for the six months ended June 30, 2026 2025 $ Change % Change
Service $ 519,933 $ 481,184 $ 38,749 8.1 %
Product 81,487 67,680 13,807 20.4 %
Total net revenues $ 601,420 $ 548,864 $ 52,556 9.6 %
Net revenues were $601.4 million for the six months ended June 30, 2026, an increase of $52.6 million, or 9.6%, as compared to the six months ended June 30, 2025. Excluding the impact of foreign currency exchange rates, net revenues for the six months ended June 30, 2026 increased approximately 7.4% compared with the six months ended June 30, 2025.
Service revenues
Service revenues increased $38.7 million, or 8.1%, to $519.9 million for the six months ended June 30, 2026 as compared to $481.2 million for the six months ended June 30, 2025. The growth in net service revenues was primarily driven by pricing in the Sterigenics and Nelson Labs segments, favorable volume/mix in the Sterigenics and Nordion segments and changes in foreign currency exchange rates.
Product revenues
Product revenues increased $13.8 million, or 20.4%, to $81.5 million for the six months ended June 30, 2026 as compared to $67.7 million for the six months ended June 30, 2025. The increase was driven by higher revenues from Co-60 in the Nordion segment due to the timing of reactor harvest schedules and favorable pricing.
Total Cost of Revenues
The following table compares our total cost of revenues by type for the six months ended June 30, 2026 to the six months ended June 30, 2025:
(thousands of U.S. dollars)
Cost of revenues for the six months ended June 30, 2026 2025 $ Change % Change
Service $ 245,668 $ 220,922 $ 24,746 11.2 %
Product 30,720 25,889 4,831 18.7 %
Total cost of revenues $ 276,388 $ 246,811 $ 29,577 12.0 %
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Total cost of revenues accounted for approximately 46.0% and 45.0% of our consolidated net revenues for the six months ended June 30, 2026 and 2025, respectively.
Cost of service revenues
Cost of service revenues increased $24.7 million, or 11.2%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was driven by higher employee compensation costs, depreciation from capital assets recently placed into service, as well as expenditures for facility maintenance and direct materials. Changes in foreign currency exchange rates also had an unfavorable impact to cost of service revenues for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.
Cost of product revenues
Cost of product revenues increased $4.8 million, or 18.7%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was primarily a result of higher volumes of Co-60 shipments due to the timing of reactor harvest schedules, which resulted in increases in direct material and transportation costs.
SG&A expenses
SG&A expenses increased $4.4 million, or 3.3%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was primarily driven by higher employee compensation costs mainly attributable to share-based compensation expense, partially offset by a decrease in litigation and other professional services expenses.
Amortization of intangible assets
Amortization of intangible assets decreased $18.6 million to $6.0 million, or 75.4%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The decline was primarily due to certain intangible assets that were fully amortized in May 2025.
Interest Expense, Net
Interest expense, net decreased $12.4 million, or 15.2%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to a lower variable interest rate on our Term Loan and a $75.0 million principal paydown. The weighted average interest rate on our outstanding debt was 6.56% and 7.53% for the six months ended June 30, 2026 and 2025, respectively.
Loss on Refinancing of Debt
Loss on refinancing of debt for the six months ended June 30, 2026 was $0.9 million related to Amendment No. 7 to the Credit Agreement. Loss on refinancing of debt for the six months ended June 30, 2025 was $0.1 million related to Amendment No. 5 to the Credit Agreement. The refinancing activity resulted in the write off of certain unamortized debt issuance costs and discounts on the Term Loans. In addition, certain new debt issuance costs and discounts were expensed in connection with the Credit Agreement amendments.
Foreign Exchange (Gain) Loss
Foreign exchange gain was $4.3 million for the six months ended June 30, 2026 as compared to a $0.9 million loss for the six months ended June 30, 2025. The change in foreign exchange (gain) loss in our Consolidated Statements of Operations and Comprehensive Income mainly relates to short-term gains and losses on transactions and certain assets and liabilities denominated in currencies other than the functional currency of our operating entities.
Other Income, Net
Other income, net decreased $2.3 million, or 37.1%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, mainly arising from an unfavorable change in the net fair value of Nordion’s embedded derivatives for the six months ended June 30, 2026 compared to the same period of the prior year.
Provision for Income Taxes
Provision for income taxes increased $31.1 million to a net provision of $40.4 million for the six months ended June 30, 2026 as compared to $9.4 million for the six months ended June 30, 2025. The change was primarily attributable to higher pre-tax income for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, partially offset by a decrease in the impact of the valuation allowance attributable to the limitation on the deductibility of interest expense.
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Provision for income taxes for the six months ended June 30, 2026 differed from the federal statutory rate primarily due to the foreign rate differential, current year permanent differences, including foreign withholding taxes and other non-deductible items, and U.S. state income taxes (net of federal tax benefit). Income tax expense for the six months ended June 30, 2025 differed from the statutory rate primarily due to the valuation allowance attributable to the limitation on the deductibility of interest expense, the impact of the foreign rate differential and current year permanent tax differences, partially offset by a benefit for state income taxes.
Net Income (Loss), Adjusted Net Income and Adjusted EBITDA
Net income for the six months ended June 30, 2026 was $80.2 million as compared to net loss of $5.3 million for the six months ended June 30, 2025 due to the factors described above. Adjusted Net Income was $126.3 million for the six months ended June 30, 2026 as compared to $95.1 million for the six months ended June 30, 2025, and Adjusted EBITDA was $300.4 million for the six months ended June 30, 2026, as compared to $272.6 million for the six months ended June 30, 2025. Please see “Non-GAAP Financial Measures” below for a reconciliation of Adjusted Net Income and Adjusted EBITDA to their most directly comparable financial measure calculated and presented in accordance with GAAP.
NON-GAAP FINANCIAL MEASURES
To supplement our consolidated financial statements presented in accordance with GAAP, we consider Adjusted Net Income and Adjusted EBITDA, financial measures that are not based on any standardized methodology prescribed by GAAP.
We define Adjusted Net Income as net income before amortization and certain other adjustments that we do not consider in our evaluation of our ongoing operating performance from period to period as discussed further below. 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.
We use Adjusted Net Income and Adjusted EBITDA, non-GAAP financial measures, as the principal measures of our operating performance. Management believes Adjusted Net Income and Adjusted EBITDA are useful because they 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 absent this disclosure. In addition, we believe Adjusted Net Income and Adjusted EBITDA 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 Adjusted Net Income and Adjusted EBITDA in its financial analysis and operational decision-making, and Adjusted EBITDA serves as the basis for the metric we utilize to determine attainment of our primary annual incentive program. Adjusted Net Income and Adjusted EBITDA may be calculated differently from, and therefore may not be comparable to, a similarly titled measure used by other companies.
Adjusted Net Income and Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted Net Income and Adjusted EBITDA rather than net income (loss), the nearest GAAP equivalent. For example, Adjusted Net Income and Adjusted EBITDA primarily exclude:
•certain recurring non-cash charges such as depreciation of fixed assets, although these assets may have to be replaced in the future, as well as amortization of acquired intangible assets and ARO;
•costs of acquiring and integrating businesses, which will continue to be a part of our growth strategy;
•non-cash gains or losses from fluctuations in foreign currency exchange rates and the mark-to-fair value of derivatives not designated as hedging instruments, which includes the embedded derivatives relating to certain customer and supply contracts at Nordion;
•impairment charges on long-lived assets, intangible assets and investments accounted for under the equity method;
•loss on refinancing of debt incurred in connection with refinancing or early extinguishment of long-term debt;
•expenses incurred in connection with the secondary offering of our common stock and other shareholder activities;
•expenses and charges related to the litigation, settlement agreements, and other activities associated with our EO sterilization facilities, including those related to Willowbrook, Illinois, Atlanta, Georgia, Santa Teresa, New Mexico and Vernon, California;
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•in the case of Adjusted EBITDA, interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness; and
•share-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense and an important part of our compensation strategy.
In evaluating Adjusted Net Income and Adjusted EBITDA, you should be aware that in the future, we will incur expenses similar to the adjustments in this presentation. Our presentations of Adjusted Net Income and Adjusted EBITDA should not be construed as suggesting that our future results will be unaffected by these expenses or any unusual or non-recurring items. When evaluating our performance, you should consider Adjusted Net Income and Adjusted EBITDA alongside other financial performance measures, including our net income (loss) and other GAAP measures.
The following table presents a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP to Adjusted Net Income and Adjusted EBITDA, for each of the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
(thousands of U.S. dollars) 2026 2025 2026 2025
Net income (loss) $ 53,643 $ 7,962 $ 80,232 $ (5,298)
Amortization of intangible assets 5,563 11,924 11,165 30,598
Share-based compensation(a) 7,383 8,149 21,825 15,418
Loss on refinancing of debt(b) 936 80 936 80
Gain on foreign currency and derivatives not designated as hedging instruments, net(c) (4,270) (3,018) (3,646) (1,127)
Business optimization expenses(d) 1,923 2,430 2,880 4,477
Professional services relating to EO sterilization facilities(e) 13,349 14,035 23,204 26,363
Illinois EO litigation settlements(f) — 34,000 — 64,943
Accretion of asset retirement obligations(g) 634 563 1,307 1,137
Income tax benefit associated with pre-tax adjustments(h) (5,200) (20,063) (11,576) (41,485)
Adjusted Net Income 73,961 56,062 126,327 95,106
Interest expense, net 34,405 40,651 69,150 81,527
Depreciation(i) 27,765 23,024 52,907 45,084
Income tax provision applicable to Adjusted Net Income(j) 29,608 30,998 52,008 50,857
Adjusted EBITDA(k) $ 165,739 $ 150,735 $ 300,392 $ 272,574
(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 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 processing 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.
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(j) Represents the difference between the income tax provision as determined under GAAP and the income tax benefit associated with pre-tax adjustments described in footnote (h).
(k) $28.9 million and $24.4 million of the adjustments for the three months ended June 30, 2026 and 2025, respectively, and $55.2 million and $48.6 million of the adjustments for the six months ended June 30, 2026 and 2025, respectively, are included in cost of revenues, primarily consisting of amortization of intangible assets, depreciation, and accretion of asset retirement obligations.
SEGMENT RESULTS OF OPERATIONS
We have three reportable segments: Sterigenics, Nordion and Nelson Labs. Our CODM evaluates performance and allocates resources within our business based on segment income, which excludes certain items which are included in income before income tax as determined in our Consolidated Statements of Operations and Comprehensive Income. The accounting policies for our reportable segments are the same as those for the consolidated Company.
Our Segments
Sterigenics
Sterigenics provides outsourced terminal sterilization and irradiation services for the medical device, pharmaceutical, food safety and advanced applications markets using four major technologies: gamma irradiation, EO processing, E-beam and X-Ray irradiation.
Nordion
Our Nordion business is a leading global provider of Co-60 used in the sterilization and irradiation processes for the medical device, pharmaceutical, food safety, and high-performance materials industries, as well as in the treatment of cancer. In addition, Nordion is a leading global provider of gamma irradiation systems.
As a result of the time required to meet regulatory and logistics requirements for delivery of radioactive products, combined with accommodations that we make to our customers to minimize disruptions to their operations during the installation of Co-60, Nordion sales patterns can often vary significantly from one quarter to the next. In most cases, however, timing-related impacts on our sales performance tend to be resolved within several quarters, resulting in more consistent performance over longer periods of time. In addition, sales of gamma irradiation systems occur infrequently and tend to be for larger amounts. Nordion’s results of operations are also impacted by Co-60 harvest schedules.
Nelson Labs
Our Nelson Labs business provides outsourced microbiological and analytical chemistry testing and advisory services for the medical device and pharmaceutical industries.
For more information regarding our reportable segments, please refer to Note 15, “Segment Information” to our consolidated financial statements.
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Segment Results for the Three Months Ended June 30, 2026 and 2025
The following tables compare segment net revenue and segment income for the three months ended June 30, 2026 to the three months ended June 30, 2025:
Three Months Ended June 30,
(thousands of U.S. dollars) 2026 2025 $ Change % Change
Net Revenues
Sterigenics $ 211,571 $ 194,839 $ 16,732 8.6 %
Nordion 49,149 42,431 6,718 15.8 %
Nelson Labs 60,655 57,071 3,584 6.3 %
Segment Income
Sterigenics $ 118,125 $ 107,745 $ 10,380 9.6 %
Nordion 27,980 23,477 4,503 19.2 %
Nelson Labs 19,634 19,513 121 0.6 %
Segment Income margin
Sterigenics 55.8 % 55.3 %
Nordion 56.9 % 55.3 %
Nelson Labs 32.4 % 34.2 %
Net Revenues by Segment
Sterigenics net revenues were $211.6 million for the three months ended June 30, 2026, an increase of $16.7 million, or 8.6%, as compared to the three months ended June 30, 2025. The increase is attributable to favorable pricing of 4.3%, volume and mix of 2.7% as well as favorable changes in foreign currency exchange rates of 1.6%.
Nordion net revenues were $49.1 million for the three months ended June 30, 2026, an increase of $6.7 million, or 15.8%, as compared to the three months ended June 30, 2025. Revenue growth was driven mainly by volume and mix of 13.6%, which was largely attributable to favorable Co-60 harvest schedule timing, coupled with a favorable impact from pricing of 3.1%, partially offset by changes in foreign currency exchange rates.
Nelson Labs net revenues were $60.7 million for the three months ended June 30, 2026, an increase of $3.6 million, or 6.3%, as compared to the three months ended June 30, 2025. The increase is attributable to favorable impacts from pricing of 2.8%, volume and mix of 2.6% and changes in foreign currency exchange rates.
Segment Income
Sterigenics segment income was $118.1 million for the three months ended June 30, 2026, an increase of $10.4 million, or 9.6%, as compared to the three months ended June 30, 2025. The increase in segment income and segment income margin was primarily a result of favorable customer pricing, increases in volume and mix, partially offset by inflation.
Nordion segment income was $28.0 million for the three months ended June 30, 2026, an increase of $4.5 million, or 19.2%, as compared to the three months ended June 30, 2025. The increase in segment income and segment income margin was primarily driven by higher volume and mix due to favorable Co-60 harvest schedule timing, along with favorable changes in pricing and foreign currency exchange rates, partially offset by inflation.
Nelson Labs segment income was $19.6 million for the three months ended June 30, 2026, an increase of $0.1 million, or 0.6%, as compared to the three months ended June 30, 2025. Segment income increased as a result of favorable pricing and volume/mix. Segment income margin decreased due to higher costs.
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Segment Results for the Six Months Ended June 30, 2026 and 2025
The following tables compare segment net revenue and segment income for the six months ended June 30, 2026 to the six months ended June 30, 2025:
Six Months Ended June 30,
(thousands of U.S. dollars) 2026 2025 $ Change % Change
Net Revenues
Sterigenics $ 397,706 $ 364,523 $ 33,183 9.1 %
Nordion 91,158 74,988 16,170 21.6 %
Nelson Labs 112,556 109,353 3,203 2.9 %
Segment Income
Sterigenics $ 214,539 $ 195,749 $ 18,790 9.6 %
Nordion 51,691 40,899 10,792 26.4 %
Nelson Labs 34,162 35,926 (1,764) (4.9) %
Segment Income margin
Sterigenics 53.9 % 53.7 %
Nordion 56.7 % 54.5 %
Nelson Labs 30.4 % 32.9 %
Net Revenues by Segment
Sterigenics net revenues were $397.7 million for the six months ended June 30, 2026, an increase of $33.2 million, or 9.1%, as compared to the six months ended June 30, 2025. The increase is attributable to favorable pricing of 4.4%, volume and mix of 2.2% as well as changes in foreign currency exchange rates of 2.5%.
Nordion net revenues were $91.2 million for the six months ended June 30, 2026, an increase of $16.2 million, or 21.6%, as compared to the six months ended June 30, 2025. Revenue growth was driven mainly by volume and mix of 18.1%, which was largely attributable to favorable Co-60 harvest schedule timing, coupled with a favorable impact from pricing of 2.7% and changes in foreign currency exchange rates.
Nelson Labs net revenues were $112.6 million for the six months ended June 30, 2026, an increase of $3.2 million, or 2.9%, as compared to the six months ended June 30, 2025. The increase is attributable to favorable impacts from pricing and changes in foreign currency exchange rates of 2.8% and 2.0%, respectively, partially offset by an unfavorable change in volume and mix.
Segment Income
Sterigenics segment income was $214.5 million for the six months ended June 30, 2026, an increase of $18.8 million, or 9.6%, as compared to the six months ended June 30, 2025. The increase in segment income was primarily a result of favorable customer pricing, increases in volume and mix, partially offset by inflation.
Nordion segment income was $51.7 million for the six months ended June 30, 2026, an increase of $10.8 million, or 26.4%, as compared to the six months ended June 30, 2025. The increase in segment income and segment income margin was primarily driven by higher volume and mix due to favorable Co-60 harvest schedule timing, along with favorable changes in pricing and foreign currency exchange rates, partially offset by inflation.
Nelson Labs segment income was $34.2 million for the six months ended June 30, 2026, a decrease of $1.8 million, or 4.9%, as compared to the six months ended June 30, 2025. Segment income and segment income margin decreased as a result of lower volume/mix and increases in other direct costs, partially offset by favorable pricing.
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LIQUIDITY AND CAPITAL RESOURCES
Sources of Cash
The primary sources of liquidity for our business are cash flows from operations and borrowings under our credit facilities. As of June 30, 2026, we had $356.7 million of cash and cash equivalents. This is an increase of $10.3 million from the balance at December 31, 2025. The increase in cash and cash equivalents was primarily attributable to $117.9 million of cash flows provided by operating activities, reduced by $92.6 million of cash paid for purchases of property, plant and equipment and $15.2 million of cash used in financing activities. Our foreign subsidiaries held cash of approximately $306.5 million at June 30, 2026 and $253.4 million at December 31, 2025. No material restrictions exist on accessing cash held by our foreign subsidiaries notwithstanding any potential tax consequences.
Uses of Cash
We expect that cash on hand, operating cash flows and amounts available under our credit facilities will provide sufficient working capital to operate our business, meet foreseeable liquidity requirements (inclusive of debt service on our long-term debt), make expected capital expenditures including investments in fixed assets to build and/or expand existing facilities, and meet litigation costs that we expect to continue to incur for at least the next twelve months and the foreseeable future thereafter. Our primary long-term liquidity requirements beyond the next 12 months will be to service our debt, make capital expenditures, and fund suitable business acquisitions. As of June 30, 2026, there were no outstanding borrowings on the Revolving Credit Facility. We expect any excess cash provided by operations will be allocated to fund capital expenditures, potential acquisitions, or for other general corporate purposes. Our ability to meet future working capital, capital expenditures and debt service requirements will depend on our future financial performance, which will be affected by a range of macroeconomic, competitive and business factors, including interest rate changes and changes in our industry, many of which are outside of our control.
Capital Expenditures
Our capital expenditure program is a component of our long-term strategy. This program includes, among other things, investments in new and existing facilities, business expansion projects, Co-60 used by Sterigenics at its gamma irradiation facilities, cobalt development projects and information technology enhancements. During the six months ended June 30, 2026, our capital expenditures amounted to $92.6 million, compared to $51.1 million for the six months ended June 30, 2025.
Cash Flow Information
Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025
(thousands of U.S. dollars) Six Months Ended June 30,
2026 2025
Net Cash Provided by (Used in):
Operating activities $ 117,930 $ 112,937
Investing activities (88,427) (51,110)
Financing activities (15,184) (15,020)
Effect of foreign currency exchange rate changes on cash and cash equivalents (4,048) 8,600
Net increase in cash and cash equivalents, including restricted cash $ 10,271 $ 55,407
Operating activities
Cash flows provided by operating activities increased $5.0 million to net cash provided of $117.9 million for the six months ended June 30, 2026 compared to $112.9 million of net cash provided by operating activities for the six months ended June 30, 2025. The increase in cash flows provided by operating activities was primarily driven by higher gross profit and a decrease in cash paid for interest, partially offset by the $34.0 million payment of the Illinois EO litigation settlement paid in February 2026.
Investing activities
Cash used in investing activities increased $37.3 million to net cash used of $88.4 million for the six months ended June 30, 2026 compared to $51.1 million for the six months ended June 30, 2025. The variance was primarily driven by an increase in cash paid for capital expenditures of $41.5 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
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Financing activities
Cash used in financing activities increased $0.2 million to net cash used of $15.2 million for the six months ended June 30, 2026 compared to $15.0 million for the six months ended June 30, 2025. The increase in cash used in financing activities was mainly attributable to a $5.4 million increase in cash used in shares withheld for employee taxes on equity awards, partially offset by a $4.0 million decrease in cash paid for repayments of debt and a $1.4 million decrease in cash paid for debt issuance costs.
Debt Facilities
On December 13, 2019, SHH, our wholly owned subsidiary, entered into the Senior Secured Credit Facilities consisting of both the Term Loan and the Revolving Credit Facility pursuant to a first lien credit agreement. The total borrowing capacity under the Revolving Credit Facility is $600.0 million. The Senior Secured Credit Facilities also provide SHH the right at any time and under certain conditions to request incremental term loans or incremental revolving credit commitments based on a formula defined in the Senior Secured Credit Facilities.
On May 20, 2026, SHH, the Company, certain subsidiaries of the Company, each 2026 Refinancing Term Lender (as defined in the Credit Agreement) and JPMorgan Chase Bank, N.A., as first lien Administrative Agent entered into Amendment No. 7 to the Credit Agreement (“Amendment No. 7”). Among other changes, Amendment No. 7 provides for refinancing lenders to provide repriced Term Loans to SHH in an aggregate principal amount of $1,415.9 million. Amendment No. 7 reduced the interest rate spread by 0.25% across Term Loans under the facility. The Term Loans under the credit facility shall have an applicable interest rate margin equal to Adjusted Term SOFR (as defined in the Credit Agreement) plus 2.25%, with a 0.00% floor (with optionality for the Company to elect Alternate Base Rate plus 1.25% or Adjusted Daily Simple SOFR plus 2.25% (each as defined in the Credit Agreement)). The Term Loans are also subject to a “soft call” premium of 1.00% for certain repricing transactions with respect to the Term Loans that occur within the six-month period after the effective date of the Amendment. The Term Loans amortize at a rate of 1.00% per annum and mature on May 30, 2031.
On May 30, 2024, SHH, the Company, certain subsidiaries of the Company, and Wilmington Trust, National Association, as trustee, paying agent, registrar, transfer agent and notes collateral agent, entered into the Indenture governing SHH’s $750.0 million aggregate principal amount of the Secured Notes issued in May 2024.
The Senior Secured Credit Facilities and the Indenture contain certain covenants and events of default. Additionally, all of SHH’s obligations under the Senior Secured Credit Facilities and the Indenture are unconditionally guaranteed by the Company and certain domestic restricted subsidiaries. For additional information about our Senior Secured Credit Facilities, the Indenture and the Secured Notes, including the covenants and events of default, refer to Note 8, “Long-Term Debt,” to our Financial Statements.
Outstanding letters of credit are collateralized by encumbrances against the Revolving Credit Facility and the collateral pledged thereunder, or by cash placed on deposit with the issuing bank. As of June 30, 2026, the Company had $8.3 million of letters of credit issued against the Revolving Credit Facility, resulting in total availability under the Revolving Credit Facility of $591.7 million.
Term Loan Interest Rate Risk Management
The Company utilizes interest rate derivatives to reduce the variability of cash flows in the interest payments associated with our variable rate debt due to changes in SOFR. For additional information on the derivative instruments described above, refer to Note 14, “Financial Instruments and Financial Risk—Derivative Instruments.”
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of consolidated financial statements and related disclosures in conformity with GAAP requires management to make judgments, estimates and assumptions at a specific point in time and in certain circumstances that affect amounts reported in the accompanying consolidated financial statements. In preparing these consolidated financial statements, management has made its best estimates and judgments of certain amounts, giving due consideration to materiality. The application of accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates.
A comprehensive discussion of the Company’s critical accounting policies and management estimates made in connection with the preparation of the financial statements is included in Item 7 of our 2025 Form 10-K. There have been no significant changes in critical accounting policies, management estimates or accounting policies since the year ended December 31, 2025.
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NEW ACCOUNTING PRONOUNCEMENTS
For a description of recent accounting pronouncements applicable to our business, see Note 2, “Recent Accounting Standards” to our consolidated financial statements.