Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 22, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39729 | ||
Entity Registrant Name | SOTERA HEALTH COMPANY | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-3531161 | ||
Entity Address, Address Line One | 9100 South Hills Blvd | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Broadview Heights | ||
Entity Address, State or Province | OH | ||
Entity Address, Postal Zip Code | 44147 | ||
City Area Code | 440 | ||
Local Phone Number | 262-1410 | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | ||
Trading Symbol | SHC | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,402,917,037 | ||
Entity Common Stock, Shares Outstanding | 282,929,097 | ||
Documents Incorporated by Reference | Portions of the Definitive Proxy Statement for the registrant’s 2022 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K. The proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2021. | ||
Entity Central Index Key | 0001822479 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Akron, Ohio |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 106,917 | $ 102,447 |
Restricted cash short-term | 7 | 7 |
Accounts receivable, net of allowance for uncollectible accounts of $1,287 in 2021 and $708 in 2020 | 108,183 | 91,735 |
Inventories, net | 54,288 | 34,093 |
Prepaid expenses and other current assets | 71,923 | 64,964 |
Income taxes receivable | 4,643 | 21,769 |
Total current assets | 345,961 | 315,015 |
Property, plant, and equipment, net | 650,797 | 609,814 |
Operating lease assets | 39,946 | 45,963 |
Deferred income taxes | 5,885 | 8,424 |
Investment in unconsolidated affiliate | 9,405 | 13,457 |
Post-retirement asset | 5,478 | 0 |
Other assets | 12,866 | 9,304 |
Other intangible assets, net | 598,844 | 643,366 |
Goodwill | 1,120,320 | 1,115,936 |
Total assets | 2,789,502 | 2,761,279 |
Current liabilities: | ||
Accounts payable | 72,868 | 52,400 |
Accrued liabilities | 61,861 | 60,518 |
Deferred revenue | 8,669 | 6,056 |
Current portion of finance lease obligations | 1,160 | 1,173 |
Current portion of operating lease obligations | 9,289 | 9,383 |
Current portion of asset retirement obligations | 619 | 620 |
Income taxes payable | 6,695 | 10,448 |
Total current liabilities | 161,161 | 140,598 |
Long-term debt, less current portion | 1,743,534 | 1,824,789 |
Finance lease obligations, less current portion | 40,877 | 34,939 |
Operating lease obligations, less current portion | 33,017 | 38,941 |
Noncurrent asset retirement obligations | 41,833 | 45,013 |
Deferred lease income | 20,745 | 21,255 |
Post-retirement obligations | 11,464 | 48,223 |
Mandatorily redeemable noncontrolling interest | 0 | 13,625 |
Noncurrent liabilities | 16,274 | 17,506 |
Deferred income taxes | 134,501 | 121,816 |
Total liabilities | 2,203,406 | 2,306,705 |
See Commitments and contingencies note | ||
Equity: | ||
Common stock, with $0.01 par value, 1,200,000 shares authorized, respectively; 286,037 and 285,990 shares issued at December 31, 2021 and 2020, respectively | 2,860 | 2,860 |
Preferred stock, with $0.01 par value, 120,000 shares authorized, respectively; no shares issued | 0 | 0 |
Treasury stock, at cost (3,052 and 2,742 shares at December 31, 2021 and 2020, respectively) | (33,545) | (34,000) |
Additional paid-in capital | 1,172,593 | 1,166,412 |
Retained deficit | (472,246) | (589,128) |
Accumulated other comprehensive loss | (83,566) | (93,842) |
Total equity attributable to Sotera Health Company | 586,096 | 452,302 |
Noncontrolling interests | 0 | 2,272 |
Total equity | 586,096 | 454,574 |
Total liabilities and equity | $ 2,789,502 | $ 2,761,279 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for uncollectible accounts | $ 1,287 | $ 708 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,200,000,000 | 1,200,000,000 |
Common stock, shares issued (in shares) | 286,037,000 | 285,990,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Treasury stock (in shares) | 2,742,000 | 3,052,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||
Total net revenues | $ 931,478 | $ 818,158 | $ 778,327 |
Cost of revenues: | |||
Total cost of revenues | 412,806 | 374,586 | 382,896 |
Gross profit | 518,672 | 443,572 | 395,431 |
Operating expenses: | |||
Selling, general and administrative expenses | 198,158 | 178,525 | 147,480 |
Amortization of intangible assets | 63,781 | 59,029 | 58,562 |
Impairment of long-lived assets | 0 | 0 | 5,792 |
Total operating expenses | 261,939 | 237,554 | 211,834 |
Operating income | 256,733 | 206,018 | 183,597 |
Interest expense, net | 74,192 | 215,259 | 157,729 |
Loss on extinguishment of debt | 20,681 | 44,262 | 30,168 |
Foreign exchange loss (gain) | 1,345 | (5,230) | 3,862 |
Other income, net | (15,201) | (9,413) | (7,246) |
Income (loss) before income taxes | 175,716 | (38,860) | (916) |
Provision (benefit) for income taxes | 58,595 | (1,369) | 19,509 |
Net income (loss) | 117,121 | (37,491) | (20,425) |
Less: Net income attributable to noncontrolling interests | 239 | 1,126 | 425 |
Net income (loss) attributable to Sotera Health Company | 116,882 | (38,617) | (20,850) |
Other comprehensive income (loss) net of tax: | |||
Pension and post-retirement benefits (net of taxes of $8,924, $(5,737) and $(4,085), respectively) | 26,562 | (17,030) | (12,126) |
Interest rate swaps (net of taxes of $142, $(63) and $63, respectively) | 404 | (179) | 179 |
Foreign currency translation | (16,395) | 17,458 | 27,402 |
Comprehensive income (loss) | 127,692 | (37,242) | (4,970) |
Less: comprehensive income attributable to noncontrolling interests | 534 | 830 | 310 |
Comprehensive income (loss) attributable to Sotera Health Company | $ 127,158 | $ (38,072) | $ (5,280) |
Earnings (Loss) per share: | |||
Basic (in dollars per share) | $ 0.41 | $ (0.16) | $ (0.09) |
Diluted (in dollars per share) | $ 0.41 | $ (0.16) | $ (0.09) |
Weighted average number of shares outstanding: | |||
Basic (in shares) | 279,228 | 237,696 | 232,400 |
Diluted (in shares) | 279,382 | 237,696 | 232,400 |
Service | |||
Revenues: | |||
Total net revenues | $ 805,501 | $ 713,520 | $ 673,037 |
Cost of revenues: | |||
Total cost of revenues | 357,205 | 333,359 | 333,290 |
Product | |||
Revenues: | |||
Total net revenues | 125,977 | 104,638 | 105,290 |
Cost of revenues: | |||
Total cost of revenues | $ 55,601 | $ 41,227 | $ 49,606 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Pension and post-retirement benefits, tax | $ 8,924 | $ (5,737) | $ (4,085) |
Interest rate swaps, tax | $ 142 | $ (63) | $ 63 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | |||
Net income (loss) | $ 117,121 | $ (37,491) | $ (20,425) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation | 64,160 | 63,309 | 66,671 |
Amortization of intangible assets | 86,742 | 80,254 | 80,048 |
Impairment of long-lived assets | 0 | 0 | 5,792 |
Loss on extinguishment of debt | 20,681 | 44,262 | 30,168 |
Deferred income taxes | (3,716) | (23,360) | (18,993) |
Share-based non-cash compensation expense | 13,870 | 10,987 | 6,882 |
Accretion expense | 2,252 | 1,997 | 2,051 |
Unrealized foreign exchange (gains) / losses | 788 | (10,596) | 3,325 |
Unrealized gain on embedded derivative instruments | (1,195) | (3,073) | (1,200) |
Amortization of debt issuance costs | 6,161 | 11,624 | 8,291 |
Other | (12,728) | (5,535) | (5,218) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (15,509) | 1,942 | 11,764 |
Inventories | (20,245) | 3,784 | (282) |
Other current assets | (3,552) | (7,770) | 15,322 |
Accounts payable | 19,761 | (6,022) | (8,968) |
Accrued liabilities | 1,596 | 3,248 | (18,405) |
Income taxes payable / receivable | 10,103 | (8,140) | (7,771) |
Other liabilities | (369) | (657) | 724 |
Other long-term assets | (4,376) | 1,822 | (735) |
Net cash provided by operating activities | 281,545 | 120,585 | 149,041 |
Investing activities: | |||
Purchases of property, plant and equipment | (102,162) | (53,507) | (57,257) |
Purchase of Iotron Industries Canada, Inc., net of cash acquired | 0 | (105,187) | 0 |
Purchase of BioScience Laboratories, LLC, net of cash acquired | (13,530) | 0 | 0 |
Purchase of mandatorily redeemable noncontrolling interest in Nelson Laboratories Fairfield, Inc. | (12,425) | 0 | 0 |
Purchase of Regulatory Compliance Associates Inc., net of cash acquired | (31,015) | 0 | 0 |
Other investing activities | (701) | 0 | 0 |
Net cash used in investing activities | (159,833) | (158,694) | (57,257) |
Financing activities: | |||
Dividends and distributions to shareholders | 0 | 0 | (691,170) |
Proceeds from revolving credit facility and long-term borrowings | 0 | 150,000 | 3,144,600 |
Proceeds from issuance of common stock, net of underwriting discounts and issuance costs | 0 | 1,155,961 | 0 |
Repurchase of common shares | 0 | (34,000) | 0 |
Purchase of noncontrolling interests in China subsidiaries | (8,418) | 0 | 0 |
Payments of debt issuance costs and prepayment premium | (6,792) | (19,746) | (17,034) |
Payments on revolving credit facility and long-term borrowings | (100,000) | (1,177,325) | (2,561,084) |
Shares withheld for employee taxes on equity awards | (1,434) | 0 | 0 |
Other financing activities | (642) | (1,458) | (1,342) |
Net cash (used in) provided by financing activities | (117,286) | 73,432 | (126,030) |
Effect of exchange rate changes on cash and cash equivalents | 44 | 4,106 | 485 |
Net increase (decrease) in cash and cash equivalents, including restricted cash | 4,470 | 39,429 | (33,761) |
Cash and cash equivalents, including restricted cash, at beginning of period | 102,454 | 63,025 | 96,786 |
Cash and cash equivalents, including restricted cash, at end of period | 106,924 | 102,454 | 63,025 |
Supplemental disclosures of cash flow information: | |||
Cash paid during the period for interest | 58,772 | 211,276 | 151,005 |
Cash paid during the period for income taxes, net of tax refunds received | 52,007 | 23,988 | 44,614 |
Equipment purchases included in accounts payable | $ 14,524 | $ 14,288 | $ 5,197 |
Consolidated Statements of Equi
Consolidated Statements of Equity (Deficit) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings / (Accumulated Deficit) | Retained Earnings / (Accumulated Deficit)Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests |
Balance (in shares) at Dec. 31, 2018 | 232,400,000 | ||||||||
Balance at Dec. 31, 2018 | $ 45,491 | $ 2,635 | $ 2,324 | $ 0 | $ 162,409 | $ (10,417) | $ 2,635 | $ (109,957) | $ 1,132 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Dividends and distributions to shareholders | (691,170) | (169,291) | (521,879) | ||||||
Share-based compensation plans | 6,882 | 6,882 | |||||||
Comprehensive income (loss): | |||||||||
Pension and post-retirement plan adjustments, net of tax | (12,126) | (12,126) | |||||||
Foreign currency translation | 27,402 | 27,517 | (115) | ||||||
Interest rate swaps | 179 | 179 | |||||||
Net income (loss) | (20,425) | (20,850) | 425 | ||||||
Balance (in shares) at Dec. 31, 2019 | 232,400,000 | ||||||||
Balance at Dec. 31, 2019 | (641,132) | $ 2,324 | 0 | 0 | (550,511) | (94,387) | 1,442 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of shares (in shares) | 53,590,000 | ||||||||
Issuance of shares | 1,155,961 | $ 536 | 1,155,425 | ||||||
Repurchase of shares (in shares) | (1,568,000) | ||||||||
Repurchase of shares | (34,000) | (34,000) | |||||||
Share-based compensation plans (in shares) | (1,174,000) | ||||||||
Share-based compensation plans | 10,987 | 10,987 | |||||||
Comprehensive income (loss): | |||||||||
Pension and post-retirement plan adjustments, net of tax | (17,030) | (17,030) | |||||||
Foreign currency translation | 17,458 | 17,754 | (296) | ||||||
Interest rate swaps | (179) | (179) | |||||||
Net income (loss) | (37,491) | (38,617) | 1,126 | ||||||
Balance (in shares) at Dec. 31, 2020 | 283,248,000 | ||||||||
Balance at Dec. 31, 2020 | 454,574 | $ 2,860 | (34,000) | 1,166,412 | (589,128) | (93,842) | 2,272 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Acquisition of noncontrolling interests | (8,578) | (5,772) | (2,806) | ||||||
Issuance of shares (in shares) | 47,000 | ||||||||
Issuance of shares | 1,080 | 1,080 | |||||||
Share-based compensation plans (in shares) | (310,000) | ||||||||
Share-based compensation plans | 11,328 | 455 | 10,873 | ||||||
Comprehensive income (loss): | |||||||||
Pension and post-retirement plan adjustments, net of tax | 26,562 | 26,562 | |||||||
Foreign currency translation | (16,395) | (16,690) | 295 | ||||||
Interest rate swaps | 404 | 404 | |||||||
Net income (loss) | 117,121 | 116,882 | 239 | ||||||
Balance (in shares) at Dec. 31, 2021 | 282,985,000 | ||||||||
Balance at Dec. 31, 2021 | $ 586,096 | $ 2,860 | $ (33,545) | $ 1,172,593 | $ (472,246) | $ (83,566) | $ 0 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Principles of Consolidation – Sotera Health Company (also referred to herein as the “Company,” “we,” “our,” “us” or “its”), is a global provider of mission-critical sterilization and lab testing and advisory services to the healthcare industry with operations primarily in the Americas, Europe and Asia. The accompanying consolidated financial statements include the assets, liabilities, operating results, and cash flows of the Company and its wholly owned subsidiaries prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). We operate and report in three segments, Sterigenics, Nordion and Nelson Labs. We describe our reportable segments in Note 22, “Segment and Geographic Information”. All significant intercompany balances and transactions have been eliminated in consolidation. Noncontrolling interests represents the noncontrolling stockholders’ proportionate share of the total equity in the Company’s consolidated subsidiaries. In the second quarter of 2021, we purchased the outstanding noncontrolling interests of 15% and 33% in our two China subsidiaries. Refer to Note 4, “Acquisitions” for additional details. Prior to our acquisition of the noncontrolling interests in our two subsidiaries in China, we consolidated the results of operations of these subsidiaries with our results of operations and reflected the noncontrolling interests on our Consolidated Statements of Operations and Comprehensive Income (Loss) as “Net income attributable to noncontrolling interests.” On March 11, 2021, we purchased the 15% noncontrolling interest that remained from the August 2018 acquisition of Gibraltar Laboratories, Inc. (now known as Nelson Laboratories Fairfield, Inc.). As the purchase of this noncontrolling interest was mandatorily redeemable, no earnings were allocated to this noncontrolling interest. Refer to Note 4, “Acquisitions” for additional details. In July 2020, we acquired a 60% equity ownership interest in a joint venture to construct an E-beam facility in Alberta, Canada in connection with our acquisition of Iotron. Refer to Note 4, “Acquisitions” for additional information. We have determined this to be an investment in a variable interest entity (“VIE”). The investment is not consolidated as the Company has concluded that we are not the primary beneficiary of the VIE. The Company accounts for the joint venture using the equity method. The investment is reflected within “Investment in unconsolidated affiliates” on the Consolidated Balance Sheets . Use of Estimates – In preparing our consolidated financial statements in conformity with GAAP, we make estimates and assumptions that affect the amounts reported and the accompanying notes. We regularly evaluate the estimates and assumptions used and revise them as new information becomes available. Actual results may vary from those estimates. Cash and Cash Equivalents – We consider all highly liquid investments purchased with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents may include various deposit accounts and money market funds. A ccounts Receivable - Accounts receivable consists of amounts billed and currently due from customers. The amounts due are stated net of the allowance for uncollectible accounts. The Company maintains an allowance for uncollectible receivables to provide for the estimated amount of receivables that will not be collected. Allowance for Uncollectible Accounts Receivable – We maintain an allowance for uncollectible accounts receivable for estimated losses in the collection of amounts owed to us by customers. We estimate the allowance based on analyzing a number of factors, including amounts written off historically, customer payment practices, and general economic conditions. We also analyze significant customer accounts on a regular basis and record a specific allowance when we become aware of a specific customer’s inability to pay. We generally do not charge interest on accounts receivable or require collateral from our customers. We record write-offs against the allowance for uncollectible accounts receivable when all reasonable efforts for collection have been exhausted. As a result, the related accounts receivable are reduced to an amount that we reasonably believe is collectible. These analyses require judgment. If the financial condition of our customers worsens, or economic conditions change, we may be required to make changes to our allowance for uncollectible accounts receivable. Inventories – Inventories as of December 31, 2021 and 2020 are held at Nordion. Finished goods and work-in-process include the cost of material, labor, and certain manufacturing overhead such as insurance, repairs and maintenance, and property taxes, and are recorded on a weighted average cost basis at the lower of cost or net realizable value. We review inventory on an ongoing basis, considering factors such as deterioration and obsolescence. We record a reserve for excess and obsolete inventory, which was immaterial at December 31, 2021 and 2020, when the facts and circumstances indicate that particular inventories will not be usable. If future market conditions vary from those projected, and our estimates prove to be inaccurate, we may be required to write-down inventory values and record an adjustment to cost of revenues. Property, Plant, and Equipment – Property, plant, and equipment is carried at cost, or initially at fair value if acquired in an acquisition, less accumulated depreciation and amortization. Except for Cobalt 60 (“Co-60”), a radioactive isotope used in gamma radiation sterilization, all property, plant, and equipment depreciation is computed using the straight-line method over estimated useful lives. Leasehold improvements are amortized over their estimated useful lives or the term of the related lease, whichever is shorter. Co-60 is amortized using an accelerated method, which relates to the natural radioactive decay of the isotope over its estimated useful life which is approximately twenty years. Amortization of Co-60 is included within depreciation expense as a cost of revenue. Expenditures for major software purchases and software developed for internal use are capitalized and depreciated using the straight-line method over the estimated useful lives of the related assets, which are generally three Depreciation is computed using the assets’ estimated useful lives as presented below: Buildings and building improvements 15–44 years Machinery and equipment 3–30 years Leasehold improvements 2–20 years Furniture and fixtures 3–10 years Computer hardware and software 1–7 years From time to time, we build or expand facilities. The cost of construction of these facilities is reflected as construction-in-progress until the asset is ready for its intended use, at which time the costs are reclassified to the appropriate depreciable category of property, plant, and equipment and depreciation commences. Fixed asset projects requiring one or more years to complete construction qualify for capitalization of interest costs in accordance with our policy. Interest related to property, plant and equipment projects with a construction period of less than one year are not capitalized and are immaterial. Repairs and maintenance costs that do not extend the useful life of an asset are expensed as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation is removed from the Consolidated Balance Sheets, and the resulting gain or loss is reflected as a component of operating income. Long-Lived Assets Other than Goodwill – We review long-lived assets, including finite-lived intangibles for impairment whenever events or circumstances indicate that the carrying amount of the asset or asset group may be impaired. Events or circumstances which would result in an impairment assessment include operating losses, a significant change in the use of an asset or asset group, or the planned disposal or sale of the asset or asset group. The asset or asset group would be considered impaired when the future net undiscounted cash flows generated by the asset or asset group are less than its carrying value. An impairment loss would be recognized based on the amount by which the carrying value of the asset or asset group exceeds its estimated fair value. Amortization of intangible assets is computed using the asset’s estimated useful lives as presented below: Land-use rights 41 years Customer contracts and related relationships 7–20 years Proprietary technology 3–20 years Trade name/trademark 8 years Sealed source and supply agreements 7–20 years Leases – We determine if an agreement contains a lease and classify our leases as operating or finance at the lease commencement date. Leases with an initial term of twelve months or less are recognized as lease expense on a straight-line basis over the lease term and are not recorded on the Consolidated Balance Sheets. Non-lease components are accounted for separately from the lease components for all asset classes. Finance leases are those in which we will pay substantially all the underlying asset’s fair value or will use the asset for all or a major part of its economic life, including circumstances in which we will ultimately own the asset. Lease assets arising from finance leases are included in “Property, plant and equipment, net” and the liabilities are included in “Finance lease obligations” on the Consolidated Balance Sheets. For finance leases, we recognize interest expense using the effective interest method and we recognize amortization expense on the lease asset over the shorter of the lease term or the useful life of asset. Finance leases are accounted for as if the assets were owned and financed, with associated expense recognized in “Interest expense, net” and “Cost of revenues” or “Selling, general and administrative expenses” within the Consolidated Statements of Operations and Comprehensive Income (Loss) depending on the nature of the underlying asset. Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Lease assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. As most leases do not provide an implicit interest rate, we estimate an incremental borrowing rate to determine the present value of lease payments. Our estimated incremental borrowing rate reflects a secured rate based on recent debt issuances, our estimated credit rating, and lease term. We recognize operating lease costs on a straight-line basis over the term of the lease in “Cost of revenues” or “Selling, general and administrative expenses” on the Consolidated Statements of Operations and Comprehensive Income (Loss) depending on the nature of the underlying asset. Goodwill and Other Indefinite-Lived Intangibles – Goodwill and other indefinite-lived intangible assets, primarily certain regulatory licenses and tradenames, are tested for impairment annually as of October 1. If circumstances change during interim periods between annual tests that would indicate that the carrying amount of such assets may not be recoverable, the Company would test such assets at an interim date for impairment. Factors which would necessitate an interim impairment assessment include prolonged negative industry or economic trends and significant underperformance relative to historical or projected future operating results. We performed a quantitative assessment of all reporting units (Sterigenics, Nordion and Nelson Labs) as of October 1, 2021. The fair value of each reporting unit was calculated using a discounted cash flow analysis which was dependent on subjective market participant assumptions determined by management. We further corroborated such discounted cash flow analyses utilizing a market approach to determine the estimated enterprise fair value. Assumptions used in the analyses included discount rates, revenue growth rates and projected operating cash flows. Estimates of future cash flows are based upon relevant data at a point-in-time, are subject to change, and could vary from actual results. The estimated fair value of each reporting unit exceeded its carrying amount (including goodwill) by a minimum of 50% as of October 1, 2021. We performed a qualitative impairment assessment to evaluate any potential impairment to the indefinite-lived intangible assets. We considered significant events and circumstances that could affect the significant inputs used to determine the estimated fair value of the indefinite-lived intangible assets, and determined, after considering the totality of evidence that it is not more likely than not that the indefinite-lived intangible assets are impaired. In addition, there have been no significant events or circumstances that occurred since the annual assessment date of October 1 that would change the conclusions reached above. Derivative Instruments – We may enter into derivative instruments and hedging activities to manage, where possible and economically efficient, commodity price risk, foreign currency exchange rate risk and interest rate risk related to borrowings. We also have identified embedded derivatives in certain supply and customer contracts. Certain interest rate caps are designated as cash flow hedges allowing for changes in fair value to be recorded through “Other comprehensive income (loss)”. Amounts in accumulated other comprehensive income (loss) will be reclassified into earnings in the same periods during which the hedged transaction affects earnings and are presented in “Interest expense, net” within the Consolidated Statements of Operations and Comprehensive Income (Loss). Derivatives not designated as hedges are recorded at fair value on the Consolidated Balance Sheets, with any changes in the value being recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss) in the same line item as the corresponding hedged item. We classify cash flows from derivative instruments and hedging activities as cash flows from operating activities in the Consolidated Statements of Cash Flows. To the extent derivative arrangements are with the same counterparty and contractual right of offset exists under applicable master agreements, we offset assets and liabilities for reporting on the Consolidated Balance Sheets. Pension, Post-Retirement and Other Post-Employment Benefit Plans – We sponsor a defined-contribution retirement plan that covers substantially all U.S. employees. We also sponsor various post-employment benefit plans at our Nordion business in Canada including defined benefit and defined contribution pension plans, retirement compensation arrangements and plans that provide extended health care coverage to retired employees. In addition, we provide other benefit plans at our foreign subsidiaries including a supplemental retirement arrangement, a retirement and termination allowance and post-retirement benefit plans, which include contributory healthcare benefits and contributory life insurance coverage. All non-pension post-employment benefit plans are unfunded. These costs and obligations are affected by assumptions including the discount rate, expected long-term rate of return on plan assets, the annual rate of change in compensation for eligible employees, estimated changes in costs of healthcare benefits, and other demographic and economic factors. We review the assumptions used on an annual basis. We recognize the over/under funded status of defined benefit pension and post-retirement benefits plans in our Consolidated Balance Sheets. This amount is measured as the difference between the fair value of plan assets and the projected benefit obligation. Changes in the funded status of the plans are recorded in other comprehensive income (loss) in the year they occur. We measure plan assets and obligations as of the balance sheet date. We provide additional information about our pension and other post-retirement benefits plans in Note 12, “Employee Benefits” . Asset Retirement Obligations (“ARO”) – ARO are legal obligations associated with the retirement of long-lived assets or the exit of a leased facility. We recognize a liability for an ARO in the period in which it is incurred if a reasonable estimate of fair value can be made, and the associated asset retirement costs are then capitalized as part of the carrying amount of the long-lived asset. We lease various facilities where sterilization and ionization services are performed. Under the lease agreements, we are required to return the facilities to their original condition and to perform decommissioning activities. In addition, certain of our owned facilities are required to be decommissioned when we vacate the facility. Accretion expense is recognized in cost of revenues in the Consolidated Statements of Operations and Comprehensive Income (Loss) over time as the discounted liability is accreted to its expected settlement value. Debt Issuance Costs, Premiums and Discounts – We have incurred costs in connection with obtaining financing as well as premiums and discounts associated with our long-term debt. The portion of these fees that are capitalized are recorded as a reduction of debt on the Consolidated Balance Sheets and amortized into interest expense over the term of the debt agreement. Debt issuance costs associated with the Company’s revolving credit facilities are classified as assets unless there are outstanding borrowings under such arrangements. Concentration of Credit Risk, Other Risks and Uncertainties – We maintain cash and cash equivalents in the form of demand deposits in accounts with major financial institutions in the U.S. and in countries where our subsidiaries operate. Deposits in these institutions may exceed amounts of insurance provided on such accounts. We have not experienced any losses on our deposits of cash and cash equivalents. Our net revenues and accounts receivable are derived from customers located primarily in North America and Europe. No customer accounted for 10% or more of accounts receivable at December 31, 2021 and 2020, or 10% or more of net revenues for the years ended December 31, 2021, 2020 and 2019. Income Taxes –We use the liability method of accounting for income taxes whereby we recognize deferred tax assets and liabilities for the future tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets will be reduced by a valuation allowance if, based on management’s estimate, it is more likely than not that a portion of the deferred tax assets will not be realized in a future period. The estimates used in the recognition of deferred tax assets are subject to revision in future periods based on new facts and circumstances. We determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the position will be examined by the appropriate taxing authority and that the taxing authority will have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Determining what constitutes an individual tax position and whether the more-likely-than-not recognition threshold is met for a tax position are matters of judgment based on the individual facts and circumstances of that position evaluated in light of all available evidence. We review and adjust tax estimates periodically because of ongoing examinations by, and settlements with, the various taxing authorities, as well as changes in tax laws, regulations, and precedent. We are subject to a tax on Global Intangible Low Taxed Income (“GILTI”) which we record as a period cost. Our policy is to recognize interest and penalties related to income tax matters as a component of the provision for income taxes in our Consolidated Statements of Operations and Comprehensive Income (Loss). Foreign Currency Translation – The functional currency of our foreign subsidiaries is generally the local currency. Accordingly, assets and liabilities are generally translated into U.S. dollars at the current rates of exchange as of the balance sheet date, and revenues and expenses are translated using weighted-average rates prevailing during the period. Adjustments from foreign currency translation are included as a separate component of accumulated other comprehensive income (loss). Gains or losses arising from foreign currency transactions are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) as foreign exchange loss (gain). Beginning in the fourth quarter of 2020, the Company began entering into monthly U.S. dollar-denominated foreign currency forward contracts to manage foreign currency exchange rate risk of our intercompany loans in certain of our international subsidiaries. For the year ended December 31, 2021, foreign exchange loss in our Consolidated Statements of Operations and Comprehensive Income (Loss) related primarily to short-term losses (offset by short-term gains) on sales denominated in currencies other than the functional currency of our operating entities. In the years ended December 31, 2020 and 2019, foreign exchange (gain) loss related primarily to U.S. dollar denominated intercompany indebtedness with certain of our European and Canadian subsidiaries. Revenue Recognition – Revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Effective January 1, 2019, we adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers , and all related amendments. The impact of the adoption of the new revenue requirements resulted in a cumulative-effect adjustment to retained earnings of $2.6 million upon adoption on January 1, 2019. The majority of our sales agreements contain performance obligations satisfied at a point-in-time when control of promised goods or services have transferred to our customers. For agreements with multiple performance obligations, judgment is required to determine whether performance obligations specified in these agreements are distinct and should be accounted for as separate revenue transactions for recognition purposes. In these types of agreements, we generally allocate the sales price to each distinct obligation based on the relative price of each item sold in stand-alone transactions. Sales recognized over time are generally accounted for using an input measure to determine progress completed as of the end of the period. Refunds, returns, warranties and other related obligations are not material to any of our segments, nor do we incur material incremental costs to secure customer contracts. Our Sterigenics segment provides outsourced terminal sterilization and irradiation services for the medical device, pharmaceutical, food safety and advanced applications markets. We typically have multiyear service contracts with our significant customers, and these sales contracts are primarily based on a customer’s purchase order. Given the relatively short turnaround times, performance obligations are generally satisfied at a point-in-time upon the completion of sterilization or irradiation processing once approved by our quality assurance process at which time the service is complete. Sterigenics segment revenues are included in service revenues in our Consolidated Statements of Operations and Comprehensive Income (Loss). Our Nordion segment is a global provider of Co-60 and gamma irradiation systems, which are key components to the gamma sterilization process. Revenue from the sale of Co-60 sources is recognized as product revenue at a point-in-time upon satisfaction of our performance obligations for delivery of existing sources. Revenue from the sale of gamma irradiation systems is recognized as product revenue over time using an input measure of costs incurred and is immaterial to the overall business. Revenues from Co-60 installation and disposal and gamma irradiation systems refurbishments and installations are recognized as service revenue. Our Nelson Labs segment provides outsourced microbiological and analytical chemistry testing and advisory services for the medical device and pharmaceutical industries. We provide our customers mission-critical lab testing services, which assess the product quality, effectiveness, patient safety and end-to-end sterility of products. These services are necessary for our customers’ regulatory approvals, product releases and ongoing product performance evaluations. Nelson Labs services are generally provided on a fee-for-service or project basis, and we recognize revenues over time using an input measure of time incurred to determine progress completed at the end of the period. Nelson Labs segment revenues are included in service revenues in our Consolidated Statements of Operations and Comprehensive Income (Loss). We do not capitalize sales commissions as substantially all of our sales commission programs have an amortization period of one year or less. Furthermore, costs to fulfill a contract are not material. Provisions for discounts, rebates to customers, and other adjustments are provided for as reductions in net revenues in the period the related sale is recorded. Shipping and handling charges billed to customers are included in net revenues, and the related shipping and handling costs are included in cost of net revenues on the Consolidated Statements of Operations and Comprehensive Income (Loss). Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from net revenue. Payment terms vary by the type and location of the customer and the products or services offered. Generally, the time between when revenue is recognized and when payment is due is not significant. We do not evaluate whether the selling price contains a financing component for contracts that have a duration of less than one year. Share-Based Compensation – Equity-based awards issued to employees under the Sotera Health Company 2020 Omnibus Incentive Plan (“2020 Plan”) include restricted stock units (“RSUs”) and stock options, which vest over time. Prior to our initial public offering (the “IPO” as described in Note 15, “Stockholders' Equity”), equity-based awards were issued to service providers (including employees and directors) in the form of partnership interests in our predecessor, Sotera Health Topco Parent, L.P. (“Topco Parent”), which vested based on either time (“time vesting awards”) or the achievement of certain performance and market conditions (“performance awards” and, together with the time vesting awards, the “pre-IPO awards”). In connection with the IPO, Topco Parent made in-kind distributions of restricted shares of our common stock to holders of pre-IPO awards as described in Note 15, “Stockholders' Equity”. The restricted shares of our common stock distributed in respect of pre-IPO time vesting awards vest through June 2025; expense related to these unvested awards will be recognized over the remaining vesting period. Expense attributable to the performance awards was recognized in its entirety in the year ended December 31, 2020 as the related performance conditions were considered probable of achievement and the implied service condition was met. Share-based compensation expense is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss), primarily within “Selling, general and administrative expenses” at the grant date fair value over the requisite service period (typically four years for awards granted under the 2020 Plan and five years for time vesting pre-IPO awards on a straight-line basis). Fair value of the pre-IPO awards was estimated on the date of grant using a simulation-based option valuation model incorporating multiple and variable assumptions over time, including assumptions such as employee forfeitures, unit price volatility and dividend assumptions. We use the Black-Scholes option pricing model to measure the grant date fair value of post-IPO stock options using certain valuation assumptions. Share-based compensation expense for all awards recognizes forfeitures as they occur. Earnings (Loss) Per Share – In periods in which the Company has net income, earnings per share information is determined using the two-class method, which includes the weighted-average number of common shares outstanding during the period and securities that participate in dividends (“participating securities”). Our unvested restricted common stock distributed in respect of pre-IPO Class B-1 and B-2 awards have the right to receive non-forfeitable dividends or dividend equivalents if the Company were to declare dividends on its common stock. Under the two-class method, earnings are allocated to both common stock shares and participating securities based on their respective weighted-average shares outstanding for the period. Diluted earnings (loss) per common share incorporates the dilutive effect of common stock equivalents on an average basis during the period, if dilutive, in which case the dilutive effect of such securities is calculated using the more dilutive of (a) the two-class method, or (b) treasury stock method, as applicable, to the potentially dilutive instruments. Unvested restricted common stock is not included in earnings per share until the period in which the vesting condition is satisfied. In periods in which the Company has a net loss, the two-class method is not applicable because the pre-IPO Class B-1 and B-2 restricted stock awards do not participate in losses. Refer to Note 17, “Earnings (Loss) Per Share” for additional information. Treasury Stock – The Company records repurchases of its own common stock at cost. Repurchased common stock is presented as a reduction of equity in the Consolidated Balance Sheets . The difference between the repurchase and reissue price of the Company’s own stock is added to or deducted from additional paid-in capital. The cost of Treasury Stock reissued is calculated using a weighted average cost method. Commitments and Contingencies – Certain conditions may exist as of the date of the consolidated financial statements which may result in a loss to the Company but will only be resolved when one or more future events occur or fail to occur. Such liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources, are recorded when management assesses that it is probable that a future liability has been incurred and the amount can be reasonably estimated. Recoveries of costs from third parties, which management assesses as being probable of realization, are recorded to the extent related contingent liabilities are accrued. Legal costs incurred in connection with matters relating to contingencies are expensed in the period incurred. We record gain contingencies when realized. |
Recent Accounting Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards | Recent Accounting Standards ASU’s Issued But Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”): Measurement of Credit Losses on Financial Instruments, and subsequently issued additional guidance that modified ASU 2016-13. The standard requires an entity to change its accounting approach in determining impairment of certain financial instruments, including trade receivables, from an “incurred loss” to a “current expected credit loss” model. The standard will be effective for private companies for fiscal years beginning after December 15, 2022, including interim periods within such fiscal years. As our emerging growth company status ended as of December 31, 2021, the standard will be effective for the Company as of January 1, 2022. The adoption of this standard is not expected to have a material impact on our consolidated financial statements and disclosures. We will adopt this standard as required on January 1, 2022. In December 2020, the FASB issued ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The standard simplifies the accounting for income taxes and makes a number of changes meant to add or clarify guidance on accounting for income taxes. This update is effective for the Company’s annual financial statement periods beginning after December 15, 2021 and interim periods beginning after December 15, 2022, with early adoption permitted in any interim period for which financial statements have not yet been filed. The adoption of this standard is not expected to have a material impact on our consolidated financial statements and disclosures. In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The amendments in ASU 2021-08 require that an acquiring entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards (“ASC”) Topic 606, Revenue from Contract with Customers (“ASC Topic 606”). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC Topic 606 as if it had originated the contracts. For public business entities, these amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently assessing the effect that ASU 2021-08 will have on our financial position, results of operations, and disclosures. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following table shows disaggregated net revenues from contracts with external customers by timing of revenue and by segment for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 Sterigenics Nordion Nelson Labs Consolidated Point in time $ 571,829 $ 139,135 $ — $ 710,964 Over time — 1,372 219,142 220,514 Total $ 571,829 $ 140,507 $ 219,142 $ 931,478 Year Ended December 31, 2020 Sterigenics Nordion Nelson Labs Consolidated Point in time $ 498,773 $ 114,745 $ — $ 613,518 Over time — — 204,640 204,640 Total $ 498,773 $ 114,745 $ 204,640 $ 818,158 Year Ended December 31, 2019 Sterigenics Nordion Nelson Labs Consolidated Point in time $ 471,708 $ 116,165 $ — $ 587,873 Over time — — 190,454 190,454 Total $ 471,708 $ 116,165 $ 190,454 $ 778,327 Contract Balances As of December 31, 2021 and 2020, contract assets included in prepaid expenses and other current assets on the Consolidated Balance Sheets totaled approximately $15.6 million and $12.7 million, respectively, resulting from revenue recognized over time in excess of the amount billed to the customer. When we receive consideration from a customer prior to transferring goods or services under the terms of a sales contract, we record deferred revenue, which represents a contract liability. Deferred revenue totaled $8.7 million and $6.1 million at December 31, 2021 and 2020, respectively. We recognize deferred revenue after we have transferred control of the goods or services to the customer and all revenue recognition criteria are met. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of Regulatory Compliance Associates Inc. On November 4, 2021, we acquired Regulatory Compliance Associates Inc. (“RCA”) for approximately $31.0 million, net of $0.5 million of cash acquired. RCA is an industry leader in providing life sciences consulting focused on quality, regulatory, and technical advisory services for the pharmaceutical, medical device and combination device industries. Headquartered in Pleasant Prairie, Wisconsin, RCA will expand and further strengthen the technical consulting and expert advisory capabilities of our Nelson Labs segment. The purchase price of RCA was allocated to the underlying assets acquired and liabilities assumed based upon management's estimated fair values at the date of acquisition. Changes to the allocation of the purchase price may occur as these measurements are completed. As of December 31, 2021, approximately $20.6 million of goodwill was recorded related to the RCA acquisition, representing the excess of the purchase price over preliminary estimated fair values of all the assets acquired and liabilities assumed. Based on our preliminary estimates, we also recorded $12.5 million of finite-lived intangible assets, primarily related to customer relationships. The purchase price allocation will be finalized within a measurement period not to exceed one year from closing. We funded this acquisition using available cash. The acquisition price and the results of operations for this acquired entity are not material in relation to our consolidated financial statements. Acquisition of Noncontrolling Interests in China Subsidiaries On May 18, 2021, we acquired the remaining 15% and 33% noncontrolling interests associated with our two subsidiaries located in China. As a result, both entities are now 100% owned by the Company. The purchase price of the remaining equity interests was approximately $8.6 million, net of the cancellation of an $0.8 million demand note. We paid 90% of the cash consideration on the acquisition date. The remaining amounts were partially settled in post-closing payments in the third quarter of 2021; $0.2 million of the post-closing payment remains outstanding as of December 31, 2021 subject to the terms of the equity transfer agreements. As a result of the transactions, we continue to consolidate both of these subsidiaries, however, as of May 18, 2021, we no longer record noncontrolling interests in the consolidated financial statements as these subsidiaries are fully owned by the Company. The purchases were accounted for as equity transactions. As a result of these transactions, noncontrolling interests were reduced by $2.8 million reflecting the carrying value of the interest with $5.8 million of the difference charged to additional paid-in capital. Acquisition of BioScience Laboratories, LLC On March 8, 2021, we acquired BioScience Laboratories, LLC (“BioScience Labs”) for approximately $13.5 million, net of $0.2 million of cash acquired plus the contemporaneous repayment of BioScience Labs’ outstanding debt of $1.9 million. BioScience Labs is a provider of outsourced topical antimicrobial product testing in the pharmaceutical, medical device, and consumer products industries with one location in Bozeman, Montana. BioScience Labs is included within the Nelson Labs segment. The purchase price of BioScience Labs was allocated to the underlying assets acquired and liabilities assumed based upon management's estimated fair values at the date of acquisition. Changes to the allocation of the purchase price may occur as these measurements are completed. Approximately $8.4 million of goodwill was recorded related to the BioScience Labs acquisition, representing the excess of the purchase price over the preliminary estimated fair values of all the assets acquired and liabilities assumed. We funded this acquisition using available cash. The acquisition price and the results of operations for this acquired entity are not material in relation to our consolidated financial statements. Acquisition of Mandatorily Redeemable Noncontrolling Interest - Nelson Labs Fairfield On March 11, 2021, we completed the acquisition of the remaining 15% ownership of Nelson Labs Fairfield for $12.4 million, resulting in a gain of $1.2 million included in “Other expense (income), net” in the Consolidated Statements of Operations and Comprehensive Income (Loss) relative to the $13.6 million previously accrued. Pursuant to the terms of this acquisition, we initially acquired 85% of the equity interests of Nelson Labs Fairfield in August 2018 and were obligated to acquire the remaining 15% noncontrolling interest within three years from the date of the acquisition. Acquisition of Iotron Industries Canada, Inc. On July 31, 2020, we acquired Iotron Industries Canada, Inc. (“Iotron”) for approximately $105.2 million. Iotron is an independent contact sterilizer with two North American locations in Vancouver, Canada, and Columbia City, Indiana. Each location uses proprietary high energy electron beam technology to process products for orthopedic, medical device, plastics, and agricultural businesses. As part of this acquisition, we also acquired Iotron’s 60% equity ownership interest in a joint venture to construct an E-beam facility in Alberta, Canada. The acquisition was financed by the issuance of $100.0 million of First Lien Notes due 2026. Refer to Note 10, “Long-Term Debt” for additional details. The estimated fair value of the underlying acquired assets and assumed liabilities of the Iotron acquisition and the measurement period adjustments recognized during the year ended December 31, 2021, were as follows: (thousands of U.S. dollars) Allocation of purchase price to the fair value of net assets acquired (net of cash acquired): Amount recognized as of December 31, 2020 Measurement Period Adjustments Amount recognized as of December 31, 2021 Goodwill $ 69,046 $ (19,447) $ 49,599 Intangibles 16,427 26,273 42,700 Property, plant, and equipment 13,812 4,346 18,158 Working capital, net 1,115 2 1,117 Investment in unconsolidated affiliate 12,881 (4,181) 8,700 Assumed long-term liabilities (2,248) — (2,248) Other assets/liabilities, net (5,846) (6,993) (12,839) Total purchase price $ 105,187 $ — $ 105,187 Approximately $49.6 million of goodwill was recorded related to the Iotron acquisition, representing the excess of the purchase price over estimated fair values of all the assets acquired and liabilities assumed. The fair value allocated to goodwill and tangible and intangible assets are deductible for tax purposes. The qualitative elements of goodwill primarily represent the expanded future growth opportunities for the combined company and the addition of Iotron’s highly skilled workforce. We recorded $39.1 million, and $3.6 million for intangible assets as part of the acquisition related to customer relationships and employee non-compete agreements, respectively. The estimated useful lives of the identifiable finite-lived intangible assets range from 5 to 15 years. Iotron’s results of operations are included in our consolidated financial statements from the date of the acquisition within the Sterigenics segment. The unaudited pro forma consolidated results for the year ended December 31, 2020 and 2019, are reflected in the pro forma table below had the transaction occurred on January 1, 2019. The following unaudited supplemental pro forma financial information is based on our historical consolidated financial statements and Iotron’s historical consolidated financial statements, as adjusted for amortization of acquired intangible assets, an increase in interest expense resulting from interest on the First Lien Notes to finance the acquisition, and to reflect the change in the estimated income tax rate for federal and state purposes. (thousands of U.S. dollars) Year Ended December 31, 2020 2019 Net revenues $ 832,989 $ 798,098 Net loss (34,687) (21,963) For the year ended December 31, 2020, net revenues and net income attributable to the Iotron acquisition were $9.9 million and $3.1 million, respectively. In connection with the Iotron acquisition, we incurred approximately $3.1 million in transaction costs for the year ended December 31, 2020, which were included in selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). Costs incurred related to the Iotron acquisition in the year ended December 31, 2021 were immaterial. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: (thousands of U.S. dollars) As of December 31, 2021 2020 Raw materials and supplies $ 41,514 $ 29,114 Work-in-process 3,919 846 Finished goods 8,979 4,256 54,412 34,216 Reserve for excess and obsolete inventory (124) (123) Inventories, net $ 54,288 $ 34,093 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: (thousands of U.S. dollars) As of December 31, 2021 2020 Prepaid taxes $ 24,937 $ 22,883 Prepaid business insurance 10,707 10,403 Prepaid rent 920 1,170 Customer contract assets 15,565 12,670 Insurance and indemnification receivables 3,144 2,751 Current deposits 623 673 Prepaid maintenance contracts 279 404 Value added tax receivable 2,512 2,094 Prepaid software licensing 2,055 1,181 Stock supplies 3,374 2,715 Embedded derivative assets 496 — Other 7,311 8,020 Prepaid expenses and other current assets $ 71,923 $ 64,964 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant, and equipment, net, consisted of the following: (thousands of U.S. dollars) As of December 31, 2021 2020 Land and buildings $ 295,780 $ 289,692 Leasehold improvements 54,200 51,398 Machinery, equipment, including Co-60 506,938 480,276 Furniture and fixtures 7,489 6,887 Computer hardware and software 40,751 40,706 Asset retirement costs 4,164 3,914 Construction-in-progress 131,869 78,491 1,041,191 951,364 Less accumulated depreciation (390,394) (341,550) Property, plant and equipment, net $ 650,797 $ 609,814 Depreciation and amortization expense for property, plant, and equipment, including property under finance leases, was $64.2 million, $63.3 million and $66.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. Capitalized interest totaled $1.1 million, $0.7 million and $0.1 million for the years ended December 31, 2021, 2020 and 2019, respectively, and was recorded as a reduction in “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Income (Loss). As discussed in Note 20, “Commitments and Contingencies”, we have been involved in litigation related to our ethylene oxide (“EO”) sterilization operations in Willowbrook, Illinois. On September 30, 2019, we announced plans to exit our operations in Willowbrook citing the unstable legislative and regulatory landscape in Illinois as well as the expiration of the primary Willowbrook facility lease. Prior to this decision, we had approximately $9.8 million in net book value of fixed assets at the Willowbrook facilities, including $1.8 million of construction in process. Based on our assessment of fixed assets that were transferable to other Sterigenics’ facilities, we recorded a fixed asset impairment of approximately $5.8 million as recognized in “Impairment of long-lived assets” in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended December 31, 2019. Further, in conjunction with the decision not to reopen our Willowbrook facilities, we incurred certain restructuring costs consisting of employee termination benefits totaling $1.1 million in the year ended December 31, 2019. These costs represent all termination benefits costs expected to be incurred in connection with the Willowbrook closure, and are included in “Cost of revenues” on the Consolidated Statements of Operations and Comprehensive Income (Loss) and are included in our Sterigenics segment. Decommissioning of one Willowbrook facility was completed in 2021; whereas decommissioning of the second facility is scheduled to be completed prior to the lease termination date of December 31, 2023. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Changes to goodwill during the years ended December 31, 2021 and 2020 were as follows: (thousands of U.S. dollars) Sterigenics Nordion Nelson Labs Total Goodwill at January 1, 2020 $ 612,689 $ 281,890 $ 141,286 $ 1,035,865 Iotron acquisition 69,046 — — 69,046 Changes due to foreign currency exchange rates 1,746 6,042 3,237 11,025 Goodwill at December 31, 2020 683,481 287,932 144,523 1,115,936 Iotron acquisition measurement period adjustments (19,447) — — (19,447) BioScience Labs acquisition — — 8,354 8,354 RCA acquisition — — 20,638 20,638 Changes due to foreign currency exchange rates (3,291) 973 (2,843) (5,161) Goodwill at December 31, 2021 $ 660,743 $ 288,905 $ 170,672 $ 1,120,320 Other intangible assets consisted of the following: (thousands of U.S. dollars) Gross Carrying Amount Accumulated Amortization As of December 31, 2021 Finite-lived intangible assets Customer relationships $ 668,628 $ 365,935 Proprietary technology 88,826 44,866 Trade names 145 116 Land-use rights 9,744 1,586 Sealed source and supply agreements 241,611 109,838 Other 6,454 2,166 Total finite-lived intangible assets 1,015,408 524,507 Indefinite-lived intangible assets Regulatory licenses and other (a) 82,110 — Trade names / trademarks 25,833 — Total indefinite-lived intangible assets 107,943 — Total $ 1,123,351 $ 524,507 As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Finite-lived intangible assets Customer relationships $ 634,454 $ 309,428 Proprietary technology 90,964 38,075 Trade names 156 105 Land-use rights 9,489 1,311 Sealed source and supply agreements 240,791 92,953 Other 1,937 519 Total finite-lived intangible assets 977,791 442,391 Indefinite-lived intangible assets Regulatory licenses and other (a) 81,832 — Trade names / trademarks 26,134 — Total indefinite-lived intangible assets 107,966 — Total $ 1,085,757 $ 442,391 (a) Includes certain transportation certifications, a class 1B nuclear license and other intangibles related to obtaining such licensure. These assets are considered indefinite-lived as the decision for renewal by the Canadian Nuclear Safety Commission is highly based on a licensee’s previous assessments, reported incidents, and annual compliance and inspection results. New applications for license can take a significant amount of time and cost; whereas an existing licensee with a historical record of compliance and current operating conditions more than likely ensures renewal for another 10 years license period as Nordion has demonstrated over its 75 years of history. Amounts include the impact of foreign currency translation. Fully amortized amounts are written off. Amortization expense for finite-lived intangible assets was $86.8 million, $80.3 million, and $80.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. $63.8 million, $59.0 million, and $58.5 million was included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2021, 2020 and 2019, whereas the remainder was included in “Cost of revenues.” The estimated aggregate amortization expense for finite-lived intangible assets for each of the next five years and thereafter is as follows: (thousands of U.S. dollars) 2022 $ 81,955 2023 81,536 2024 80,759 2025 43,070 2026 22,973 Thereafter 180,608 Total $ 490,901 The weighted-average remaining useful life of the finite-lived intangible assets was approximately 9.5 years as of December 31, 2021. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following: (thousands of U.S. dollars) As of December 31, 2021 2020 Accrued employee compensation $ 33,334 $ 34,760 Legal reserves 3,259 2,751 Accrued interest expense 10,755 186 Embedded derivatives — 670 Professional fees 4,314 12,686 Accrued utilities 1,797 1,864 Insurance accrual 2,068 1,255 Accrued taxes 2,209 2,599 Other 4,125 3,747 Accrued liabilities $ 61,861 $ 60,518 The increase in accrued interest expense relates to an adjustment in the timing of our quarterly scheduled Term Loan interest payments. Refer to Note 10, “Long-Term Debt”. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: (thousands of U.S. dollars) As of December 31, 2021 2020 Term loan, due 2026 $ 1,763,100 $ 1,763,100 Senior notes, due 2026 — 100,000 Other long-term debt 450 450 Total long-term debt 1,763,550 1,863,550 Less current portion — — Less unamortized debt issuance costs and debt discounts (20,016) (38,761) Total long-term debt, less current portion and debt issuance costs and debt discounts $ 1,743,534 $ 1,824,789 Debt Facilities Senior Secured Credit Facilities On December 13, 2019, Sotera Health Holdings, LLC (“SHH”), our wholly owned subsidiary, entered into senior secured first lien credit facilities (the “Senior Secured Credit Facilities”), consisting of both a prepayable senior secured first lien term loan (the “Term Loan”) and a senior secured first lien revolving credit facility (the “Revolving Credit Facility”) pursuant to a first lien credit agreement (the “Credit Agreement”). The Revolving Credit Facility and the Term Loan mature on June 13, 2026 and December 13, 2026, respectively. On December 17, 2020, we increased the capacity of our Revolving Credit Facility from $190.0 million to $347.5 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. As of December 31, 2021 and 2020, total borrowings under the Term Loan were $1,763.1 million in each period, respectively, and there were no borrowings outstanding on the Revolving Credit Facility. The weighted average interest rate on borrowings under the Term Loan for the year ended December 31, 2021 and 2020 was 3.44% and 5.67%, respectively. On January 20, 2021, we closed on an amendment repricing our Term Loan. The interest rate spread over the London Interbank Offered Rate (“LIBOR”) on the facility was reduced from 450 basis points to 275 basis points, and the facility’s LIBOR floor was reduced from 100 basis points to 50 basis points. The changes result in an effective reduction in current interest rates of 225 basis points. In connection with this amendment, we wrote off $11.3 million of unamortized debt issuance and discount costs and incurred an additional $2.9 million of expense related to debt issuance costs attributable to the refinancing. These costs were recorded to “Loss on extinguishment of debt” in our Consolidated Statements of Operations and Comprehensive Income (Loss). Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to an applicable margin, plus, at our option, either (a) an alternative base rate “ABR” or (b) a LIBOR rate. In addition to paying interest on any outstanding borrowings under the Revolving Credit Facility, SHH is required to pay a commitment fee to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder and customary letter of credit fees. The Revolving Credit Facility contains a maximum senior secured first lien net leverage ratio covenant of 9.00 to 1.00, tested on the last day of each fiscal quarter if, on the last day of such fiscal quarter, the sum of (i) the aggregate principal amount of the revolving loans then outstanding under the Revolving Credit Facility, plus (ii) the aggregate amount of letter of credit disbursements that have not been reimbursed within two business days following the end of the fiscal quarter, exceeds the greater of $139.0 million and 40.0% of the aggregate principal amount of the revolving commitments then in effect. On March 26, 2021, we amended the Revolving Credit Facility, to (i) decrease the Applicable Rate (as defined in the Credit Agreement) related to any Revolving Loans (as defined in the Credit Agreement) from a rate per annum that ranged from an ABR plus 2.50% to ABR plus 3.00% depending on SHH’s Senior Secured First Lien Net Leverage Ratio to ABR plus 1.75%; and in the case of Eurodollar Loans (as defined in the Credit Agreement) from a rate per annum which ranged from the Adjusted LIBOR plus 3.50% to the Adjusted LIBOR plus 4.00% depending on SHH’s Senior Secured First Lien Net Leverage Ratio (as defined in the Credit Agreement), to the Adjusted LIBOR (as defined in the Credit Agreement) plus 2.75%, and (ii) extend the maturity date of the Revolving Facility from December 13, 2024 to June 13, 2026. The other material terms of the Credit Agreement were unchanged and the amendment did not change the capacity of our Revolving Credit Facility of $347.5 million. No unamortized debt issuance costs associated with the Revolving Credit Facility were written off and direct fees and costs incurred in connection with the amendment were immaterial. As of December 31, 2021 and 2020, there were no borrowings outstanding on the Revolving Credit Facility. SHH borrowed $50.0 million on the Revolving Credit Facility during the first quarter of 2020 which was repaid in the second quarter of 2020. The interest rate on the borrowings under the Revolving Credit Facility during 2020 averaged approximately 5.0%. As of December 31, 2021 and 2020 capitalized debt issuance costs totaled $2.7 million and $3.4 million, respectively, and debt discounts totaled $17.3 million and $31.6 million, respectively, related to the Senior Secured Credit Facilities. Such costs are recorded as a reduction of debt on our Consolidated Balance Sheets and amortized as a component of interest expense over the term of the debt agreement. The Senior Secured Credit Facilities contain additional covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of our restricted subsidiaries to engage in certain activities, such as incur indebtedness or permit to exist any lien on any property or asset now owned or hereafter acquired, as specified in the Senior Secured Credit Facilities. The Senior Secured Credit Facilities also contain certain customary affirmative covenants and events of default, including upon a change of control. As of December 31, 2021, we were in compliance with all the Senior Secured Credit Facilities covenants. All of SHH’s obligations under the Senior Secured Credit Facilities are unconditionally guaranteed by the Company and each existing and subsequently acquired or organized direct or indirect wholly-owned domestic restricted subsidiary of the Company, with customary exceptions including, among other things, where providing such guarantees is not permitted by law, regulation or contract or would result in material adverse tax consequences. All obligations under the Senior Secured Credit Facilities, and the guarantees of such obligations, are secured by substantially all assets of the borrower and guarantors, subject to permitted liens and other exceptions and exclusions, as outlined in the Senior Secured Credit Facilities. 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 December 31, 2021, the Company had $113.8 million of letters of credit issued against the Revolving Credit Facility, resulting in total availability under the Revolving Credit Facility of $233.7 million. Due to the overlap of a letter of credit with a termination date of January 6, 2022 and its replacement letter of credit with a commencement date of December 16, 2021 in similar amount, our availability under the Revolving Credit Facility was abnormally low for a brief period including December 31, 2021 and continuing through January 6, 2022. As of January 6, 2022, our availability under the Revolving credit facility increased to $278.4 million. Term Loan Interest Rate Risk Management The Company utilizes interest rate derivatives to eliminate the variability of cash flows in the interest payments associated with the Term Loan due to changes in LIBOR (or its successor). For additional information on the derivative instruments described above, refer to Note 21, “Financial Instruments and Financial Risk”, “Derivatives Instruments.” First Lien Notes On July 31, 2020, SHH issued $100.0 million aggregate principal amount of senior secured first lien notes due 2026 (the “First Lien Notes”), which were scheduled to mature on December 13, 2026. On August 27, 2021 SHH redeemed in full the $100.0 million aggregate principal amount of the First Lien Notes. In connection with this redemption, the Company paid a $3.0 million early redemption premium, in accordance with the terms of the First Lien Notes Indenture, and wrote off $3.4 million of debt issuance and discount costs. The Company recognized these expenses within “Loss on extinguishment of debt” in our Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended December 31, 2021. Prior to the redemption, the First Lien Notes bore interest at a rate equal to LIBOR subject to a 1.00% floor plus 6.00% per annum. Interest was payable on a quarterly basis with no principal due until maturity. The weighted average interest rate on the First Lien Notes during 2021 up to the August 27, 2021 redemption date and at December 31, 2020 was 7.00%, respectively. Second Lien Notes On December 13, 2019, SHH issued $770.0 million of Second Lien Senior Secured Notes (the “Second Lien Notes”), which had a maturity date of December 13, 2027. The Second Lien Notes bore interest at a rate equal to LIBOR subject to a 1.00% floor plus 8.00% per annum. On December 14, 2020, SHH redeemed in full all of the $770.0 million aggregate principal amount of the First Lien Notes (as described below in “2020 Debt Repayments”). The weighted average interest rate on the Second Lien Notes through the redemption date of December 14, 2020 was 9.35%. SHH was entitled to redeem all or a portion of the Second Lien Notes, at any time and from time to time, subject to certain premiums depending on the date of redemption. Any time prior to December 13, 2020, a customary make-whole premium applied and, thereafter, specified premiums that declined to zero applied (in each case as described in the indenture governing the Second Lien Notes). In addition, under certain circumstances, such as an initial public offering or certain changes of control, SHH had certain additional redemption rights (as described in the indenture governing the First Lien Notes). 2020 Debt Repayments Almost all of the net proceeds of the Company’s IPO were used to redeem all of the outstanding aggregate principal amount of the Second Lien Notes and to repay a portion of the outstanding indebtedness under our Term Loan. In November 2020, the Company repaid $341.0 million aggregate principal amount of the Term Loan. In December 2020, the Company redeemed in full all of the $770.0 million aggregate principal amount of its then outstanding Second Lien Notes. For these two transactions combined, we wrote off $28.9 million of debt issuance and discount costs and recognized $15.4 million in premiums paid in connection with the early extinguishment of the Second Lien Notes. We recognized these costs within the “Loss on extinguishment of debt” in our Consolidated Statements of Operations and Comprehensive Income (Loss). 2019 Refinancing In conjunction with the December 2019 refinancing, the Company redeemed, in full, the previously outstanding $1,659.0 million aggregate Term Loan due 2022, its $450.0 million Senior Notes due 2023 and $425.0 million senior PIK (“paid in kind”) toggle notes due 2021. In total, we wrote off $13.5 million of debt issuance and discount costs and recognized $14.6 million representing premiums paid in connection with the early extinguishment of the Senior Notes. In connection with the refinancing, we also recognized an additional $2.1 million of expense related to debt issuance and discount costs. We recognized these costs within the loss on extinguishment of debt in our Consolidated Statements of Operations and Comprehensive Income (Loss). Any additional proceeds were used to fund a dividend to shareholders of $275.0 million. Aggregate Maturities Aggregate maturities of the Company’s long-term debt, excluding debt discounts, as of December 31, 2021, are as follows: (thousands of U.S. dollars) 2022 $ — 2023 450 2024 — 2025 — 2026 1,763,100 Thereafter — Total $ 1,763,550 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The geographic sources of income (loss) before income taxes were as follows: (thousands of U.S. dollars) Year ended December 31, 2021 2020 2019 U.S. $ 5,092 $ (168,943) $ (99,733) Foreign 170,624 130,083 98,817 Income (loss) before income taxes $ 175,716 $ (38,860) $ (916) Provision (benefit) for income taxes consisted of the following: (thousands of U.S. dollars) Year ended December 31, 2021 2020 2019 Current Federal U.S. $ 13,915 $ (10,560) $ 17,954 State U.S. 3,220 166 3,662 Foreign 45,176 32,385 16,886 Total current provision 62,311 21,991 38,502 Deferred Federal U.S. (2,422) (4,336) (18,177) State U.S. 391 (5,334) (5,958) Foreign (1,685) (13,690) 5,142 Total deferred benefit (3,716) (23,360) (18,993) Total provision (benefit) for income taxes $ 58,595 $ (1,369) $ 19,509 The provision (benefit) for income taxes is reconciled with the U.S. federal statutory rate as follows: (thousands of U.S. dollars) Year ended December 31, 2021 2020 2019 Provision (benefit) computed at federal statutory rate $ 36,872 $ (8,181) $ (192) Increase (decrease) in taxes as a result of: State taxes, net of federal benefit 1,013 (5,876) (2,681) Valuation allowance 8,455 19,170 5,147 Global intangible low-tax income (“GILTI”) 2,103 2,577 10,349 Nondeductible share-based compensation 1,512 2,046 3,545 Foreign tax rate 8,005 6,405 5,550 Impact of rate changes on deferred tax balances 2,612 (1,906) (559) Tax holiday (706) (616) (571) Audit settlement 276 47 879 Impact of CARES Act and final 951A regulations — (16,720) — Tax credits (248) (1,965) — Other (1,299) 3,650 (1,958) Total provision (benefit) for income taxes $ 58,595 $ (1,369) $ 19,509 The components of the tax effects of temporary differences and carryforwards that gave rise to significant portions of the deferred tax assets and liabilities are as follows: (thousands of U.S. dollars) As of December 31, 2021 2020 Net operating loss carryforwards $ 11,262 $ 15,076 Net capital loss carryforwards 4,128 4,112 Reserves and accruals 14,968 15,832 Employee benefits and compensation 5,145 13,094 Unrealized foreign currency exchange 2,320 242 Asset retirement obligations 9,949 10,666 Lease liability 11,107 12,446 Disallowed interest carryforward 76,386 68,045 Other 4,779 5,344 Deferred tax assets before valuation allowance 140,044 144,857 Valuation allowance (52,080) (43,765) Net deferred tax assets 87,964 101,092 Depreciation and amortization (214,884) (214,484) Other (1,696) — Total deferred tax liabilities (216,580) (214,484) Net deferred tax liabilities $ (128,616) $ (113,392) Noncurrent net deferred tax assets $ 5,885 $ 8,424 Noncurrent net deferred tax liabilities (134,501) (121,816) Noncurrent net deferred tax liabilities $ (128,616) $ (113,392) At December 31, 2021 and 2020, the Company had available state net operating loss carryforwards of $46.4 million and $42.7 million, respectively, of which $2.8 million have no expiration date, and foreign net operating loss carryforwards of approximately $31.6 million and $50.9 million, respectively, the majority of which have no expiration date. At December 31, 2021 and 2020, a valuation allowance was established against foreign net operating loss carryforwards for $3.2 million and $2.6 million, respectively. Based on management’s assessment, it is not more likely than not that these deferred tax assets will be realized through future taxable income. At December 31, 2021 and 2020, no deferred tax liability has been recorded for repatriation of earnings for purposes of the Company’s consolidated financial statements as these earnings are deemed to be indefinitely reinvested. Determining the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings not subject to the transition tax and additional outside basis difference in these entities (i.e., basis difference in excess of that subject to the one-time transition tax) is not practicable. As of December 31, 2021 and 2020, the gross reserve for uncertain tax positions, excluding accrued interest and penalties, was less than $1.0 million, respectively, as noted in the following reconciliation. The Company’s unrecognized income tax benefits were as follows: (thousands of U.S. dollars) For the period from January 1 – December 31, 2021 2020 Gross unrecognized tax benefits, beginning of year $ 300 $ 300 Additions related to current year 116 — Settlements (300) — Gross unrecognized tax benefits, end of period $ 116 $ 300 The Company recognizes interest and penalties as part of the provision for income taxes. For the years ended December 31, 2021, 2020 and 2019 interest and penalties related to uncertain income tax positions that were recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) were not material. The Company, which represents all of its subsidiaries, files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is no longer subject to U.S. federal, state, and local tax examinations before 2015, and non-U.S. income tax examinations by tax authorities for years before 2011. Tax years through December 31, 2018 have been audited by the Internal Revenue Service (“IRS”) and are effectively closed for U.S. federal income tax purposes and no other fiscal years are currently under audit. For Nordion’s Canadian tax, all tax years through October 31, 2016 have been closed through audit or statute, and no other fiscal years are currently under audit. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |
Employee Benefits | Employee Benefits Employee Retirement Benefits in the U.S. We have a defined-contribution retirement plan that covers all U.S. employees upon date of hire. Contributions are directed by each participant into various investment options. Under this plan, we match participants’ contributions based on plan provisions. The Company’s contributions, which are expensed as incurred, were $4.3 million, $4.2 million, and $3.8 million for the years ended December 31, 2021, 2020 and 2019, respectively, and are recorded in the same line as the respective employee’s wages. Administrative expenses related to the plan are paid by the Company and are not material. Employee Retirement Benefits Outside the U.S. The Company participates in qualified supplemental retirement and savings plans in various countries outside the U.S. where we operate. Under these defined-contribution plans, funding and costs are generally based upon a predetermined percentage of employee compensation. The Company’s contributions, which are expensed as incurred and recorded in the same line as the respective employee’s wages, were $1.4 million, $1.2 million and $1.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. Defined Benefit Pension Plans The Company also sponsors various post-employment benefit plans including, in certain countries outside the U.S., defined benefit and retirement compensation arrangements, and plans that provide extended health care coverage to retired employees, the majority of which relate to Nordion. Defined Benefit Pension Plan The interest cost, expected return on plan assets, and amortization of net actuarial loss are recorded in “Other income, net” and the service cost component is included in the same financial statement line item as the applicable employee’s wages in the Consolidated Statements of Operations and Comprehensive Income (Loss). The components of net periodic benefit cost for the defined benefit pension plans were as follows: Year ended December 31, (thousands of U.S. dollars) 2021 2020 2019 Service cost $ 1,204 $ 1,104 $ 1,147 Interest cost 6,516 8,034 8,521 Expected return on plan assets (14,370) (14,407) (13,218) Amortization of net actuarial loss 1,079 791 — Net periodic benefit $ (5,571) $ (4,478) $ (3,550) The following weighted average assumptions were used in the determination of the projected benefit obligation and the net periodic benefit: Year ended December 31, 2021 2020 Projected benefit obligation Discount rate 3.01 % 2.53 % Rate of compensation increase 3.00 % 3.00 % Periodic benefit Discount rate 2.53 % 3.07 % Expected return on plan assets 5.00 % 5.50 % Rate of compensation increase 3.00 % 3.00 % The changes in the projected benefit obligation, fair value of plan assets, and the funded status of the plans are as follows: (thousands of U.S. dollars) As of December 31, 2021 2020 Change in projected benefit obligation: Projected benefit obligation, as of beginning of the year $ 323,515 $ 294,275 Service cost 1,382 1,286 Interest cost 6,516 8,034 Benefits paid (12,330) (10,729) Actuarial (gain) loss (23,831) 23,155 Foreign currency exchange rate changes 1,460 7,494 Projected benefit obligation, end of year $ 296,712 $ 323,515 Change in fair value of plan assets: Fair value of plan assets as of the beginning of the year $ 288,539 $ 275,248 Actual return on plan assets 24,251 16,834 Benefits paid (12,330) (10,729) Employer contributions 733 697 Employee contributions 178 182 Foreign currency exchange rate changes 819 6,307 Fair value of plan assets, end of year $ 302,190 $ 288,539 Funded (underfunded) status at end of year $ 5,478 $ (34,976) Accumulated benefit obligation, end of year $ 291,818 $ 317,141 All defined benefit pension plans are funded as of December 31, 2021 while they were underfunded at December 31, 2020. The funded status, measured as the difference between the fair value of the plan assets and the projected benefit obligation, are included in “Post-retirement asset” for over funded plans and “Post-retirement obligations” for underfunded plans in the Consolidated Balance Sheets. A reconciliation of the funded status to amounts recognized in the consolidated balance sheets is as follows: (thousands of U.S. dollars) As of December 31, 2021 2020 Projected benefit obligation $ 296,712 $ 323,515 Fair value of plan assets 302,190 288,539 Plan assets greater than (less than) projected benefit obligation 5,478 (34,976) Unrecognized net actuarial loss 23,779 57,932 Net amount recognized at year end $ 29,257 $ 22,956 Noncurrent assets (liabilities) $ 5,478 $ (34,976) Accumulated other comprehensive (income) loss 23,779 57,932 Net amount recognized at year end $ 29,257 $ 22,956 The following table illustrates the amounts in accumulated other comprehensive (income) loss that have not yet been recognized as components of pension expense: (thousands of U.S. dollars) As of December 31, 2021 2020 Net actuarial loss $ 23,779 $ 57,932 Deferred income taxes (6,025) (14,603) Accumulated other comprehensive loss – net of tax $ 17,754 $ 43,329 We do not expect to reclassify any of the net actuarial loss in accumulated other comprehensive income to net periodic pension cost in the next twelve months. The weighted average asset allocation of the Company’s pension plans was as follows: Asset Category Target 2021 2020 Cash 0.0 % 0.9 % 1.3 % Fixed income 46.0 % 46.6 % 42.0 % Equities 35.0 % 34.2 % 37.1 % Real assets and alternatives 19.0 % 18.3 % 19.6 % Total 100.0 % 100.0 % 100.0 % The Company maintains target allocation percentages among various asset classes based on investment policies established for the pension plans, which are designed to maximize the total rate of return (income and appreciation) after inflation, within the limits of prudent risk taking, while providing for adequate near-term liquidity for benefit payments. Such investment strategies have adopted an equity-based philosophy in order to achieve their long-term investment goals by investing in assets that often have uncertain returns, such as Canadian and other foreign equities, and non-government bonds. However, the Company also attempts to reduce its overall level of risk by diversifying the asset classes and further diversifying within each individual asset class. The Company’s expected return on asset assumptions are derived from studies conducted by actuaries and investment advisors. The studies include a review of anticipated future long-term performance of individual asset classes and consideration of the appropriate asset allocation strategy given the anticipated requirements of the plans to determine the average rate of earnings expected on the funds invested to provide for the pension plans benefits. While the study considers recent fund performance and historical returns, the assumption is primarily a long-term, prospective rate. The following table provides a basis of fair value measurement for plan assets held by the Company’s pension plans that are measured at fair value on a recurring basis. Refer to the discussion of fair value hierarchy in Note 21, “Financial Instruments and Financial Risk”. As of December 31, 2021 (thousands of U.S. dollars) Level 1 Level 2 Total Cash and cash equivalents $ 2,660 $ — $ 2,660 Fixed income securities — 140,842 140,842 Equity securities — 103,506 103,506 Real assets and alternatives — 55,182 55,182 Total $ 2,660 $ 299,530 $ 302,190 As of December 31, 2020 Level 1 Level 2 Total Cash and cash equivalents $ 3,751 $ — $ 3,751 Fixed income securities — 121,186 121,186 Equity securities — 107,048 107,048 Hedge funds — 56,554 56,554 Total $ 3,751 $ 284,788 $ 288,539 Expected future benefit payments from plan assets are as follows: Year ended December 31 (thousands of U.S. dollars) 2022 $ 14,108 2023 14,470 2024 14,852 2025 15,137 2026 15,410 2027 - 2031 79,963 $ 153,940 Other Post Retirement Benefit Plans Other benefit plans are all related to our foreign subsidiaries and include a supplemental retirement arrangement, a retirement and termination allowance, and post-retirement benefit plans, which include contributory health and dental care benefits and contributory life insurance coverage. All, but one, non-pension post-employment benefit plans are unfunded. The interest cost and amortization of net actuarial (gain) loss are recorded in “Other income, net” and the service cost component is included in the same financial statement line item as the applicable employee’s wages in the Consolidated Statements of Operations and Comprehensive Income (Loss). The components of net periodic benefit cost for the other post-retirement benefit plans were as follows: (thousands of U.S. dollars) Year Ended December 31, 2021 2020 2019 Service cost $ 28 $ 29 $ 30 Interest cost 268 324 372 Amortization of net actuarial (gain) loss (34) 7 123 Net periodic benefit cost $ 262 $ 360 $ 525 The weighted average assumptions used to determine the projected benefit obligation and net periodic pension cost for these plans were as follows: Year Ended December 31, 2021 2020 Projected benefit obligation: Discount rate 3.01 % 2.53 % Rate of compensation increase 3.00 % 3.00 % Initial health care cost trend rate 7.00 % 7.00 % Ultimate health care cost trend rate 4.00 % 4.00 % Years until ultimate trend rate is reached 11 12 Benefit cost: Discount rate 2.53 % 3.13 % Rate of compensation increase 3.00 % 3.00 % Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage point change in assumed health care cost trend rates would have had the following impact on our consolidated financial statements in 2021: (thousands of U.S. dollars) 1% Increase 1% Decrease Change in net periodic benefit cost $ 22 $ (22) Change in projected benefit obligation 820 (681) The changes in the projected benefit obligation and the funded status of the other post-retirement plans were as follows: (thousands of U.S. dollars) As of December 31, 2021 2020 Change in projected benefit obligation: Projected benefit obligation $ 13,684 $ 12,621 Service cost 28 29 Interest cost 268 324 Benefits paid (922) (720) Actuarial loss (1,389) 931 Curtailments 203 188 Foreign currency exchange rate changes 70 311 Projected benefit obligation, end of year $ 11,942 $ 13,684 Change in fair value of plan assets: Fair value of plan assets as of the beginning of the year $ 437 $ 381 Benefits paid (181) (166) Employer contributions 221 212 Employee contributions — — Foreign currency exchange rate changes 1 10 Fair value of plan assets, end of year $ 478 $ 437 Underfunded status at end of year $ (11,464) $ (13,247) Accumulated benefit obligation, end of year $ 11,900 $ 13,600 All other post-retirement benefit pension plans are underfunded as of December 31, 2021 and 2020. A reconciliation of the funded status to the net plan liabilities recognized in the Consolidated Balance Sheets is as follows: (thousands of U.S. dollars) As of December 31, 2021 2020 Projected benefit obligation $ (11,942) $ (13,684) Fair value of plan assets 478 437 Plan assets less than projected benefit obligation (11,464) (13,247) Unrecognized actuarial gains (losses) (245) 1,088 Net amount recognized at year end $ (11,709) $ (12,159) Noncurrent liabilities $ (11,464) $ (13,247) Accumulative other comprehensive income (loss) (245) 1,088 Net amount recognized at year end $ (11,709) $ (12,159) The other benefit plan liabilities are presented on the Consolidated Balance Sheets as post retirement obligations. The following table illustrates the amounts in accumulated other comprehensive income (loss) that have not yet been recognized as components of other benefit plan expense: (thousands of U.S. dollars) As of December 31, 2021 2020 Net actuarial income (loss) $ (245) $ 1,088 Deferred income taxes 72 (274) Accumulated other comprehensive income (loss) – net of tax $ (173) $ 814 Based on the actuarial assumptions used to develop the Company’s benefit obligations as of December 31, 2021, the following benefit payments are expected to be made to plan participants: (thousands of U.S. dollars) Years ended December 31 2022 $ 756 2023 655 2024 595 2025 590 2026 591 2027 - 2031 2,764 Total $ 5,951 We currently expect funding requirements of approximately $3.1 million in each of the next five years to fund the regulatory solvency deficit, as defined by Canadian federal regulation, which require solvency testing on defined benefit pension plans. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Related PartiesWe do business with a number of other companies affiliated with Warburg Pincus and GTCR, our Sponsors. All transactions with these companies have been conducted in the ordinary course of our business and are not material to our operations. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) Amounts in accumulated other comprehensive income (loss) are presented net of the related tax. Foreign currency translation is not adjusted for income taxes. Changes in our accumulated other comprehensive income (loss) balances, net of tax, were as follows: (thousands of U.S. dollars) Defined Benefit Plans Foreign Currency Translation Interest Rate Swaps Total Beginning balance – January 1, 2019 $ (14,987) $ (94,970) $ — $ (109,957) Other comprehensive income (loss) before reclassifications (12,104) 27,517 179 15,592 Amounts reclassified from accumulated other comprehensive income (loss) (22) (a) — — (22) Net current-period other comprehensive income (loss) (12,126) 27,517 179 15,570 Ending balance – December 31, 2019 $ (27,113) $ (67,453) $ 179 $ (94,387) Beginning balance – January 1, 2020 $ (27,113) $ (67,453) $ 179 $ (94,387) Other comprehensive income (loss) before reclassifications (17,828) 17,754 (5,234) (5,308) Amounts reclassified from accumulated other comprehensive income (loss) 798 (a) — 5,055 (b) 5,853 Net current-period other comprehensive income (loss) (17,030) 17,754 (179) 545 Ending balance – December 31, 2020 $ (44,143) $ (49,699) $ — $ (93,842) Beginning balance – January 1, 2021 $ (44,143) $ (49,699) $ — $ (93,842) Other comprehensive income (loss) before reclassifications 25,517 (16,690) 404 9,231 Amounts reclassified from accumulated other comprehensive income (loss) 1,045 (a) — — 1,045 Net current-period other comprehensive income (loss) 26,562 (16,690) 404 10,276 Ending balance – December 31, 2021 $ (17,581) $ (66,389) $ 404 $ (83,566) (a) For defined benefit pension plans, amounts reclassified from accumulated other comprehensive income (loss) are recorded to “Other income, net” within the Consolidated Statements of Operations and Comprehensive Income (Loss). |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Common Stock The Company completed its IPO in the fourth quarter of 2020 and shares began trading on Nasdaq on November 20, 2020. Prior to the completion of the IPO, the Company amended and restated its certificate of incorporation to authorize 1,200,000,000 shares of common stock, par value $0.01 per share, and reclassify all 3,000 shares of its common stock then outstanding as 232,400,200 shares. Upon completion of the IPO, 284,421,755 shares of common stock were outstanding. Voting Rights. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, subject to certain restrictions described in the certificate of incorporation. Dividends. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our common stock are entitled to receive ratably those dividends, if any, as may be declared by the board of directors out of legally available funds. Liquidation, Dissolution, and Winding Up . In the event of liquidation, dissolution or winding up, the holders of the Company’s common stock will be entitled to share equally and ratably in the net assets legally available for distribution to stockholders after the payment of all of debts and other liabilities, subject to the prior rights of any preferred stock then outstanding. Preferred Stock In addition, prior to the completion of the IPO, the Company’s amended and restated certificate of incorporation authorized 120,000,000 shares of preferred stock, par value $0.01 per share. The board of directors may issue preferred stock, without stockholder approval, in such series and with such designations, preferences, conversion or other rights, voting powers and qualifications, limitations or restrictions thereof, as the board of directors deems appropriate. Corporate Reorganization prior to the IPO Sotera Health Company was incorporated in November 2017 as the parent company for Sterigenics, Nordion and Nelson Labs under the name Sotera Health Topco, Inc. On October 23, 2020, the Company changed its name from Sotera Health Topco, Inc. to Sotera Health Company. Prior to the IPO, the Company was a direct wholly owned subsidiary of Sotera Health Topco Parent, L.P. (“Topco Parent”). Under the terms of the corporate reorganization completed prior to the IPO, Topco Parent distributed the shares of Sotera Health Company common stock to its partners in accordance with the limited partnership agreement of Topco Parent. Ownership of Topco Parent and Related Distributions Prior to the IPO, Topco Parent had four outstanding classes of partnership units: (1) Class A Units; (2) Class B-1 Units, which were subject to time-based vesting; (3) Class B-2 Units, which were subject to performance-based vesting; and (4) Class D Units. Each class of units was subject to the terms of the limited partnership agreement of Topco Parent. The Class A Units, Class B Units and Class D Units are referred to collectively as the “Units.” Pursuant to the terms of the corporate reorganization, Topco Parent made an in-kind distribution of the 232,400,200 shares of the Company’s common stock then outstanding to its limited partners in accordance with the terms of its limited partnership agreement, net of any previously unrecouped tax distributions. The value of a share of common stock was measured by the initial public offering price. All shares of the Company’s common stock held by Topco Parent were distributed to the holders of the Units. With respect to shares of common stock distributed in respect of any Class B-1 Units that were unvested as of the distribution and all of the Class B-2 Units (as none of the Class B-2 Units were vested as of the distribution), such shares are subject to the same vesting and forfeiture restrictions that applied to such unvested Class B-1 and Class B-2 Units prior to the distribution as described in Note 16, “Share-Based Compensation”. Following the distribution of the shares of the Company’s common stock, Topco Parent entered into dissolution. Following the Corporate reorganization, the Company completed its IPO of 53,590,000 shares of its common stock at a public offering price of $23.00 per share, for proceeds of approximately $1,156.0 million, net of underwriting discounts and issuance costs. In addition, we entered into agreements with certain executive officers to repurchase shares of our common stock beneficially owned by them in private transactions at a purchase price per share equal to the initial public offering price per share of our common stock less the underwriting discounts and commissions payable thereon. The total number of shares repurchased from certain executive officers in the fourth quarter of 2020 was 1,568,445. On March 22, 2021, we closed an underwritten secondary offering of our common stock, at a price to the public of $27.00 per share, in which all 25,000,000 shares were offered by selling stockholders, including Warburg Pincus and GTCR, as well as certain current and former members of our management. In addition, the selling stockholders granted the underwriters a 30-day option to purchase up to an additional 3,750,000 shares of common stock. The Company did not offer any shares in the offering and did not receive any of the proceeds from the offering. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Pre-IPO Awards Prior to our IPO, the Company’s equity-based awards issued to service providers (including directors and employees) included partnership interests in Topco Parent (Class B-1, B-2 or C Units) which vested based on either time or the achievement of certain performance and market conditions (the “pre-IPO awards”). These equity-based awards represented an interest in our former parent and were granted in respect of services provided to the Company and its subsidiaries. In connection with the IPO, our former parent made in-kind distributions of shares of our common stock to its limited partners as described in Note 15, “Stockholders' Equity” . In connection with this distribution, each recipient of pre-IPO awards was required to execute a restricted stock agreement and acknowledgment which provided that any common stock distributed in respect of any unvested awards shall be subject to the same vesting and forfeiture restrictions that applied to any unvested pre-IPO awards. At the time of the IPO, there were fewer than 60 individuals who received shares in the in-kind distribution and while this represented a modification to the existing awards, there was no change in compensation expense associated with these awards since the fair value of the distributed shares immediately before and after the distribution was the same. Following the distribution, our former parent entered into dissolution and was dissolved in the State of Delaware. Restricted stock distributed in respect of pre-IPO Class B-1 time vesting units vests on a daily basis pro rata over the five Restricted stock distributed in respect of pre-IPO Class B-2 Units (which were considered performance vesting units) are scheduled to vest only upon satisfaction of certain thresholds. These units generally vest as of the first date on which (i) our Sponsors have received actual cash proceeds in an amount equal to or in excess of at least two and one-half times their invested capital in Topco Parent and (ii) the Sponsors’ internal rate of return exceeds twenty percent, subject to such grantee’s continued services through such date. Included in share-based compensation expense for the year ended December 31, 2020 was $4.9 million attributed to these awards as related performance conditions were considered probable of achievement and the implied service condition was met. In the event of a change in control of the Company, any outstanding shares of our common stock distributed in respect of Class B-2 Units that remain unvested immediately following the consummation of such a change in control of the Company shall be immediately canceled and forfeited without compensation. Pre-IPO Class C Units were issued in June 2016, they were considered performance and time vesting units, and were accounted for as liability awards. In the third quarter of 2019, all pre-IPO Class C Units vested and $10 million of share-based compensation expense was recognized and paid in cash accordance with the terms for redemption. We recognized $2.6 million of share-based compensation expense related to pre-IPO Class B-1 Units, $9.7 million ($4.9 million related to pre-IPO Class B-2 Units and $4.8 million related to pre-IPO Class B-1 Units) and $16.9 million ($10 million related to pre-IPO Class C Units and $6.9 million related to pre-IPO Class B-1 Units) for the years ended December 31, 2021, 2020 and 2019, respectively. The assumptions used to calculate the fair value of the pre-IPO awards were as follows: 2021 (a) 2020 2019 Risk-free interest rate N/A 1.6 % 2.7 % Expected volatility N/A 50 % 49 % Expected dividends N/A None None Expected time until exercise (years) N/A 0.6 1.5 (a) N/A - not applicable. These awards are no longer being issued after the IPO in November 2020. A summary of the activity for the years ended December 31, 2021, 2020 and 2019 related to the restricted stock distributed to the Company service providers in respect of the pre-IPO awards (Class B-1, B-2 and C Units) is presented below: Restricted Stock - Pre-IPO B-1 Restricted Stock - Pre-IPO B-2 Pre-IPO C Units At January 1, 2019 32,184,134 16,501,827 4 Granted 3,387,500 987,500 — Forfeited (4,028,843) (2,478,071) — Vested (17,092,528) — (4) At December 31, 2019 14,450,263 15,011,256 — Granted 11,450,000 — Forfeited (84,390) (407,381) — Vested (11,049,597) — — At IPO November 20, 2020 14,766,276 14,603,875 — Converted at IPO (1) 2,309,348 3,497,138 — Forfeited — (1,173,805) — Vested (108,109) — — At December 31, 2020 2,201,239 2,323,333 — Forfeited (72,467) (299,374) — Vested (922,683) — — At December 31, 2021 1,206,089 2,023,959 — ( 1 ) Holders of pre-IPO awards received a distribution of shares of the Company as further described in Note 15, “Stockholders' Equity”. Thus, the pre-IPO B-1 Units represented 2,309,348 shares of the Company at IPO and the B-2 Units represented 3,497,138 shares of the Company at IPO. The following table provides a summary of the weighted average unit grant date fair value, weighted average remaining contractual term, total compensation cost and unrecognized compensation cost for the pre-IPO awards: December 31, 2021 Restricted Stock - Pre-IPO B-1 Restricted Stock - Pre-IPO B-2 All Awards ( dollars in millions, except per award values) Weighted average grant date fair value per unit of unvested units (a) $ 4.99 $ 1.34 $ 2.70 Weighted average remaining contractual term 3.1 years N/A N/A Total compensation cost recognized during 2021 $ 2.6 $ — $ 2.6 Unrecognized compensation expense at December 31, 2021 $ 6.6 $ — $ 6.6 (a) Due to the in-kind distribution of shares of our common stock in connection with our IPO described above, the weighted average grant date fair value per unit is not comparable to the IPO share price. N/A – not applicable 2020 Omnibus Incentive Plan We maintain a long-term incentive plan (the “2020 Omnibus Incentive Plan” or the “2020 Plan”) that allows for grants of incentive stock options to employees (including employees of any of our subsidiaries), nonstatutory stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and other cash-based, equity-based or equity-related awards to employees, directors, and consultants, including employees or consultants of our subsidiaries. The maximum number of shares of our common stock that may be issued under the 2020 Plan is 27.9 million. At December 31, 2021, 24.7 million shares are available for future issuance. The Company plans to issue shares available under the 2020 Plan or shares from treasury to satisfy requirements of awards paid with shares. We recognize share-based compensation expense at grant date fair value over the requisite service period (typically four years on a straight-line basis) in our Consolidated Statements of Operations and Comprehensive Income (Loss), in “Selling, general and administrative expenses”. We recognized $11.3 million ( $5.1 million for stock options and $6.2 million for RSUs) and $1.2 million ( $0.5 million for stock options and $0.7 million for RSUs) of share-based c ompensation expense for these awards for the years ending December 31, 2021 and 2020, respectively. Stock Options We use a Black-Scholes option pricing model to estimate the fair value of stock options. Since we are a newly public company, the expected volatility is based on the volatility of similar publicly traded businesses within the same or similar industry as the Company and we used the simplified method to estimate the expected term. The risk-free rate is based on the U.S. Treasury yield in effect at the time of the grant. Weighted-average grant-date fair values of stock options and the assumptions used in estimating the fair values are as follows: For the year ended December 31, 2021 2020 Weighted average grant date fair value per share $ 9.08 $ 8.54 Expected term (years) 6.3 years 6.3 years Risk-free interest rate 1.2 % 0.5 % Expected volatility 37.5 % 37.5 % Stock options have a four Number of Shares Weighted-average Exercise Price Remaining Contractual Life Aggregate Intrinsic Value (m illions of U.S. dollars ) Outstanding at the beginning of the year 2,389,258 $ 23.00 Granted 82,208 23.65 Forfeited (48,200) 23.06 Exercised (10) 23.57 Outstanding at the end of the year 2,423,256 $ 23.02 8.9 years $ 1.3 Exercisable at the end of the year 586,110 $ 23.00 8.9 years $ 0.3 Unvested at the end of the year 1,837,146 $ 23.03 8.9 years $ 1.0 At December 31, 2021 the total unrecognized compensation expense related to stock options expected to be recognized over the weighted-average period of approximately 2.9 years is $15.1 million. The total fair value of stock options vested during the year ended December 31, 2021 was $5.0 million. RSUs RSUs generally vest ratably over a period of one to four years and are valued based on the closing stock price on the date of grant. The following table summarizes our unvested RSUs activity: Number of Shares Weighted-average Grant Date Fair Value Unvested at the beginning of the year 771,276 $ 23.00 Granted 120,422 24.02 Forfeited (29,071) 23.05 Vested (222,505) 22.89 Unvested at the end of the year 640,122 $ 23.19 As of December 31, 2021, total unrecognized compensation expense related to RSUs expected to be recognized over the weighted-average period of approximately 2.8 years is $13.1 million. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings per share represents the amount of income (loss) attributable to each common share outstanding. Diluted earnings per share represents the amount of income (loss) attributable to each common share outstanding adjusted for the effects of potentially dilutive common shares. Potentially dilutive common shares include stock options and other stock-based awards. In the periods where the effect would be antidilutive, potentially dilutive common shares are excluded from the calculation of diluted earnings per share. On November 18, 2020, the Company effected a forward stock split to reclassify all 3,000 shares of its common stock outstanding as 232,400,200 shares. The loss per share data for the year ended December 31, 2019 is presented below giving effect to the stock split. Our basic and diluted earnings per Common Share are calculated as follows: Year Ended in thousands of U.S. dollars and share amounts (except per share amounts) December 31, 2021 December 31, 2020 December 31, 2019 Earnings (loss): Net income (loss) $ 117,121 $ (37,491) $ (20,425) Less: Net income attributable to noncontrolling interests 239 1,126 425 Less: Allocation to participating securities 1,524 — — Net income (loss) attributable to Sotera Health Company common stockholders $ 115,358 $ (38,617) $ (20,850) Weighted Average Common Shares: Weighted-average common shares outstanding - basic 279,228 237,696 232,400 Dilutive effect of potential common shares 154 — — Weighted-average common shares outstanding - diluted 279,382 237,696 232,400 Earnings (loss) per Common Share: Net income (loss) per common share attributable to Sotera Health Company common shareholders - basic $ 0.41 $ (0.16) $ (0.09) Net income (loss) per common share attributable to Sotera Health Company common shareholders - diluted 0.41 (0.16) (0.09) Diluted earnings per shares does not consider the following potential common shares as the effect would be anti-dilutive: Year Ended in thousands of share amounts December 31, 2021 December 31, 2020 December 31, 2019 Stock options 2,403 2,201 N/A RSUs 4 771 N/A Total anti-dilutive securities 2,407 2,972 N/A N/A - For the year ended December 31, 2019, there were no potentially dilutive common shares outstanding. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases We lease certain facilities and equipment under various non-cancelable leases. Most of our real property leases provide for renewal periods and rent escalations and stipulate that we pay taxes, maintenance, and certain other operating expenses applicable to the leased premises. The components of lease expense were as follows: Year Ended (thousands of U.S. dollars) December 31, 2021 December 31, 2020 Operating lease costs (a) $ 15,433 $ 14,403 Finance lease costs: Amortization of right of use assets 3,018 2,617 Interest on lease liabilities 2,506 1,967 Total finance lease costs 5,524 4,584 Total lease costs $ 20,957 $ 18,987 (a) Includes $0.9 million and $1.0 million of short-term lease costs in the year ended December 31, 2021 and 2020, respectively. Lease terms and discount rates were as follows: Year Ended December 31, 2021 December 31, 2020 Weighted average remaining lease term: Operating leases 6.3 years 6.5 years Finance leases 15.6 years 16.0 years Weighted average discount rate: Operating leases 6.09 % 6.10 % Finance leases 5.91 % 6.05 % Supplemental cash flow information related to leases was as follows: Year Ended (thousands of U.S. dollars) December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 12,494 $ 12,732 Operating cash flow for finance leases 2,042 2,118 Finance cash flows for finance leases 901 1,498 Maturities of lease liabilities as of December 31, 2021 are as follows: (thousands of U.S. dollars) Operating Leases Finance Leases Total 2022 $ 11,461 $ 3,433 $ 14,894 2023 9,503 3,738 13,241 2024 6,686 3,793 10,479 2025 4,865 3,840 8,705 2026 4,522 3,737 8,259 2027 and Thereafter 14,401 45,318 59,719 Total lease payments 51,438 63,859 115,297 Less imputed interest (9,132) (21,822) (30,954) Total lease liabilities $ 42,306 $ 42,037 $ 84,343 |
Leases | Leases We lease certain facilities and equipment under various non-cancelable leases. Most of our real property leases provide for renewal periods and rent escalations and stipulate that we pay taxes, maintenance, and certain other operating expenses applicable to the leased premises. The components of lease expense were as follows: Year Ended (thousands of U.S. dollars) December 31, 2021 December 31, 2020 Operating lease costs (a) $ 15,433 $ 14,403 Finance lease costs: Amortization of right of use assets 3,018 2,617 Interest on lease liabilities 2,506 1,967 Total finance lease costs 5,524 4,584 Total lease costs $ 20,957 $ 18,987 (a) Includes $0.9 million and $1.0 million of short-term lease costs in the year ended December 31, 2021 and 2020, respectively. Lease terms and discount rates were as follows: Year Ended December 31, 2021 December 31, 2020 Weighted average remaining lease term: Operating leases 6.3 years 6.5 years Finance leases 15.6 years 16.0 years Weighted average discount rate: Operating leases 6.09 % 6.10 % Finance leases 5.91 % 6.05 % Supplemental cash flow information related to leases was as follows: Year Ended (thousands of U.S. dollars) December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 12,494 $ 12,732 Operating cash flow for finance leases 2,042 2,118 Finance cash flows for finance leases 901 1,498 Maturities of lease liabilities as of December 31, 2021 are as follows: (thousands of U.S. dollars) Operating Leases Finance Leases Total 2022 $ 11,461 $ 3,433 $ 14,894 2023 9,503 3,738 13,241 2024 6,686 3,793 10,479 2025 4,865 3,840 8,705 2026 4,522 3,737 8,259 2027 and Thereafter 14,401 45,318 59,719 Total lease payments 51,438 63,859 115,297 Less imputed interest (9,132) (21,822) (30,954) Total lease liabilities $ 42,306 $ 42,037 $ 84,343 |
Asset Retirement Obligations (_
Asset Retirement Obligations (“ARO”) | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations (“ARO”) | Asset Retirement Obligations (“ARO”) Our ARO represent the present value of future remediation costs and an increase in the carrying amounts of the related assets in property, plant and equipment in the Consolidated Balance Sheets. The capitalized future site remediation costs are depreciated and the ARO are accreted over the life of the related assets which is included in depreciation and amortization expense, respectively. The fair value of the ARO is determined based on estimates requiring management judgment. Key assumptions include the timing and estimated decommissioning costs of the remediation activities and credit adjusted risk free interest rates. Changes in the assumptions based on future information may result in adjustments to the estimated obligations over time. No market risk premium has been included in the calculation for the ARO since no reliable estimate can be made by the Company. Any difference between costs incurred upon settlement of an ARO and the liability recognized for the estimated cost of asset retirements will be recognized as a gain or loss in our current period operating results. Each year, we review decommissioning costs and consider changes in marketplace rates. The following table describes changes to our ARO liability during the years presented: (thousands of U.S. dollars) For the Year Ended 2021 2020 ARO – beginning of period $ 45,633 $ 45,196 Liabilities settled (a) (5,651) (2,200) Changes in estimates 183 620 Accretion expense 2,252 1,997 Foreign currency exchange and other 35 20 ARO – end of period 42,452 45,633 Less current portion of ARO 619 620 Noncurrent ARO – end of period $ 41,833 $ 45,013 (a) For the year ended December 31, 2021, includes a $5.1 million non-cash gain arising from derecognition of an ARO liability no longer attributable to Nordion pursuant to the terms of the sale of the Medical Isotopes business in 2018. As of December 31, 2021, Nordion is no longer legally responsible for future decommissioning of the medical isotope assets sold to BWXT. We recorded depreciation expense on the ARO of $0.4 million, $0.2 million and $0.3 million, for the years ended December 31, 2021, 2020, and 2019 respectively. We are obligated to provide financial assurance to local and state licensing authorities for possible future decommissioning costs associated with the various facilities that hold Co-60. At December 31, 2021 and 2020, $50.5 million and $49.5 million, |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We depend on a limited number of suppliers for certain of our supply and direct material costs. This includes obligations under various supply agreements in our Nordion segment for Co-60 that are enforceable and legally binding on us. As of December 31, 2021, we had minimum purchase commitments primarily with domestic and international suppliers of raw materials for the Nordion business totaling $1,687.5 million. The terms of these long-term supply or service arrangements range from 1 to 45 years. In addition, our Sterigenics segment has obligations to purchase ethylene oxide (“EO”) gas. Our contract to purchase EO gas in the U.S. requires us to purchase all of our requirements from one supplier, and our contracts to purchase EO gas outside the U.S. generally require that we purchase a specified percentage of our requirements for our operations in the countries covered by those contracts. Although our EO gas contracts generally do not contain fixed minimum purchase volumes, we estimate the amounts based on the percentage of our requirements specified in the contracts and our budgeted purchase volumes for future periods covered under the contracts to be $128.9 million as of December 31, 2021. Such volumes are expected to be utilized in the normal course of our business and are not recognized on the consolidated balance sheets as a liability. From time to time, we may be subject to various lawsuits and other claims, as well as gain contingencies, in the ordinary course of our business. In addition, from time to time, we receive communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which we operate. We establish reserves for specific liabilities in connection with regulatory and legal actions that we determine to be both probable and reasonably estimable. No material amounts have been accrued in our consolidated financial statements with respect to any loss contingencies. In certain of the matters described below, we are not able to make a reasonable estimate of any liability because of the uncertainties related to the outcome and/or the amount or range of loss. While it is not possible to determine the ultimate disposition of each of these matters, we do not expect that the ultimate resolution of pending regulatory and legal matters in future periods, including the matters described below, will have a material effect on our financial condition or results of operations. Despite the above, the Company may incur material defense and settlement costs, diversion of management resources and other adverse effects on our business, financial condition, or results of operations. Business Interruption Claim (NRU Outage) Nordion, due to the shutdown of Atomic Energy of Canada Limited’s (“AECL”) NRU reactor in 2009, suffered a cessation of supply of radioisotopes and business interruption loss. Nordion, by Statement of Claim dated October 22, 2010, issued in Ontario Superior Court an action against an insurer, claiming $25.0 million USD in losses resulting from the shutdown of AECL’s reactor and its inability to supply radioisotopes through the specified period of approximately 15 months. The insurer objected to Nordion’s claim. On March 30, 2020, Nordion received a favorable judgment in the amount of $25.0 million USD, plus pre-judgment interest, for a total judgment value of $39.8 million USD, or $56.4 million CAD based on exchange rates approved by the trial court. In addition, costs and disbursements were assessed and awarded by the Trial Court in favor of Nordion in the approximate amount of $1.3 million CAD ($1.0 million USD). The insurer appealed the judgment, and on September 3, 2021 the Court of Appeal ruled in favor of the insurer denying insurance coverage to Nordion, and awarding costs and disbursements (in both the Trial Court and Court of Appeal) to the insurer, assessed at $0.6 million CAD ($0.5 million USD). On October 21, 2021 Nordion filed an Application for Leave to Appeal in the Supreme Court of Canada. Ethylene Oxide Tort Litigation Sterigenics and other medical supply sterilization companies have been subjected to personal injury and related tort lawsuits alleging various injuries caused by low-level environmental exposure to EO emissions from sterilization facilities. Those lawsuits, as detailed further below, are individual claims, as opposed to class actions. Illinois Approximately 770 plaintiffs have filed lawsuits against subsidiaries of the Company and other parties, alleging personal injuries including cancer and other diseases, or wrongful death, resulting from purported emissions and releases of EO from Sterigenics U.S., LLC’s former Willowbrook facility. Additional derivative claims are alleged on behalf of other individuals related to some of these personal injury plaintiffs. Each plaintiff seeks damages in an amount to be determined by the trier of fact. The lawsuits were consolidated for pre-trial purposes by the Cook County Circuit Court, Illinois (the “Consolidated Case”). Plaintiffs have not yet made any specific damages claims. Fact discovery in the Consolidated Case concluded on February 1, 2022. Trials in three of the individual cases included in the Consolidated Case have been scheduled for July 18, 2022, September 12, 2022 and November 7, 2022 after which the next five individual trials are scheduled to occur consecutively, beginning on January 17, 2023. Additional 2023 trial dates are expected to be announced on July 18, 2022. Georgia Since August 17, 2020, approximately 300 plaintiffs have filed lawsuits against subsidiaries of the Company and other parties in the State Court of Cobb County, Georgia and the State Court of Gwinnett County, Georgia alleging that they suffered personal injuries resulting from emissions and releases of EO from Sterigenics’ Atlanta facility. Additional derivative claims are alleged on behalf of other individuals related to some of these personal injury plaintiffs. Our subsidiaries are also defendants in two lawsuits alleging that the Atlanta facility has devalued and harmed plaintiffs’ use of real properties they own in Smyrna, Georgia and caused other damages. These personal injury and property devaluation plaintiffs seek various forms of relief including damages. All but two of the personal injury lawsuits pending in Cobb County have been consolidated for pretrial purposes. The Court has entered a phased case management schedule for a “pool” of ten of the consolidated cases by which threshold general causation issues will be decided in Phase 1, followed by specific causation issues in Phase 2 as to any of the pooled cases that survive Phase 1. The remaining personal injury and property devaluation cases are in various stages of pleadings and motions practice and fact discovery. Georgia Facility Operations Litigation In October 2019, while Sterigenics had voluntarily suspended the facility’s operations to install emissions reduction enhancements at its Atlanta facility, Cobb County, Georgia officials asserted that the facility had an incorrect “certificate of occupancy” and could not resume operations without obtaining a new certificate of occupancy after a third-party code compliance review. On March 30, 2020 Sterigenics filed suit against Cobb County, Georgia and certain of its officials for wrongfully interfering with operations of the facility. On April 1, 2020 Sterigenics won a Temporary Restraining Order prohibiting Cobb County officials from interfering with the facility’s normal operations, which relief has been extended until entry of a final judgment in the case. The parties are conducting discovery, which is scheduled to end in July 2022. A settlement conference is scheduled to be held by May 16, 2022. New Mexico Attorney General Litigation On December 22, 2020, the New Mexico Attorney General filed a lawsuit in the Third Judicial District Court, Doña Ana County, New Mexico against the Company and certain subsidiaries alleging that emissions of EO from Sterigenics’ sterilization facility in Santa Teresa, New Mexico have deteriorated the air quality in Santa Teresa and surrounding communities and materially contributed to increased health risks suffered by residents of those communities. The Complaint asserts claims for public nuisance, negligence, strict liability, violations of New Mexico’s Public Nuisance Statute and Unfair Practices Act and seeks various forms of relief including a temporary restraining order and preliminary injunctive relief and damages. On June 29, 2021, the Court entered an Order Granting Preliminary Injunction (the “Order”). The Order does not require closure of the facility, but prohibits Sterigenics from allowing any uncontrolled emission or release of EO from the facility. On December 20, 2021 the Court entered an order identifying a protocol to monitor Sterigenics’ compliance with the Order. A motion challenging the Court’s jurisdiction over the Company and certain other defendants has been held in abeyance until the completion of jurisdictional discovery, and all other motions to dismiss have been denied. The parties are conducting fact discovery. * * * |
Financial Instruments and Finan
Financial Instruments and Financial Risk | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments and Financial Risk | Financial Instruments and Financial Risk Derivative Instruments We do not use derivatives for trading or speculative purposes and are not a party to leveraged derivatives. Derivatives Designated in Hedge Relationships From time to time, the Company utilizes interest rate derivatives designated in hedge relationships to manage interest rate risk associated with our variable rate borrowings. These instruments are measured at fair value with changes in fair value recorded as a component of “Accumulated other comprehensive income (loss)” on our Consolidated Balance Sheets. Additional information is provided in Note 1, “Significant Accounting Policies”. During the third quarter of 2019, we entered into two interest rate swap agreements to hedge our exposure to interest rate movements and to manage interest expense related to our outstanding variable-rate debt. The notional amount of the interest rate swap agreements totaled $1,000.0 million. These swaps were designated as cash flow hedges and were designed to hedge the variability of cash flows attributable to changes in LIBOR, the benchmark interest rate being hedged. We received interest at one-month LIBOR and paid a fixed interest rate under the terms of the swap agreement. The termination date of the swap agreements was August 31, 2020. In October 2021, we entered into two interest rate cap agreements with a combined notional amount of $1,000.0 million for a total option premium of $1.8 million. Both interest rate caps have a forward start date of December 31, 2022 and expire on July 31, 2023. These interest rate caps are designated as cash flow hedges and are designed to hedge the variability of cash flows attributable to changes in LIBOR (or its successor), the benchmark interest rate being hedged, by limiting our cash flow exposure related to the LIBOR base rate under a portion of our variable rate borrowings to 1.0%. Derivatives Not Designated in Hedge Relationships Additionally, from time to time, the Company enters into interest rate caps to manage economic risks associated with our variable rate borrowings that are not designated in hedge relationships. These instruments are recorded at fair value on the Consolidated Balance Sheets, with any changes in the value being recorded in “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Income (Loss). In October 2017, we entered into two interest rate cap agreements with a total notional amount of $400.0 million for a total option premium of $0.6 million; these agreements terminated on September 30, 2020. The interest rate caps limited the Company’s cash flow exposure related to the LIBOR base rate under the variable rate Term Loan borrowings to 3.0%. In June 2020, SHH entered into two interest rate cap agreements with notional amounts of $1,000.0 million and $500.0 million, respectively, for a total option premium of $0.3 million. These instruments were initially scheduled to terminate on August 31, 2021 and February 28, 2022, respectively. The interest rate caps limit our cash flow exposure related to the LIBOR base rate under a portion of our variable rate borrowings to 1.0%. In February 2021, we amended the two interest rate cap agreements referenced above to reduce the strike rate from 1.0% to 0.5%, and extend the termination date of the $1,000.0 million notional cap to September 30, 2021. Premiums paid to amend the interest rate caps were immaterial. We also entered into two additional interest rate cap agreements in February 2021 with a combined notional amount of $1,000.0 million, for a total option premium of $0.4 million. These instruments became effective September 30, 2021, and will terminate on December 31, 2022. The amended and new interest rate caps limit our cash flow exposure related to the LIBOR base rate under a portion of our variable rate borrowings to 0.5%. The Company also entered into foreign currency forward contracts to manage foreign currency exchange rate risk of our intercompany loans in certain of our international subsidiaries. The foreign currency forward contracts expired on a monthly basis. The fair value of the outstanding foreign currency forward contracts was zero as of December 31, 2021 and 2020. Embedded Derivatives We have embedded derivatives in certain of our customer and supply contracts as a result of the currency of the contract being different from the functional currency of the parties involved. Changes in the fair value of the embedded derivatives are recognized in “Other income, net” in the Consolidated Statements of Operations and Comprehensive Income (Loss). Fair Values and Volume of Activity Related to Derivative Instruments The following table provides a summary of the notional and fair values of our derivative instruments: December 31, 2021 December 31, 2020 (in U.S. Dollars; notional in millions, fair value in thousands) Fair Value Fair Value Notional Amount Derivative Assets Derivative Liabilities Notional Amount Derivative Assets Derivative Liabilities Derivatives designated as hedging instruments Interest rate caps $ 1,000.0 (a) $ 2,322 $ — $ — $ — $ — Derivatives not designated as hedging instruments Interest rate caps 1,500.0 1,654 — 1,500.0 7 — Embedded derivatives 144.4 (b) 496 — 83.3 — 670 Total $ 2,644.4 $ 4,472 $ — $ 1,583.3 $ 7 $ 670 (a) $1,000.0 million notional amount of interest rate caps designated as hedging instruments have a forward start date beginning on December 31, 2022. (b) Represents the total notional amounts for certain of the Company’s supply and sales contracts accounted for as embedded derivatives. Embedded derivatives assets and interest rate caps are included in “Prepaid expenses and other current assets” and “Other assets” on our Consolidated Balance Sheets, respectively. Embedded derivative liabilities are included in “Accrued liabilities” on the Consolidated Balance Sheets. The following tables summarize the activities of our derivative instruments not designated as hedging instruments for the periods presented, and the amounts recorded in the related line item in the Consolidated Statements of Operations and Comprehensive Income (Loss): (thousands of U.S. dollars) Year Ended December 31, 2021 2020 2019 Unrealized (gain) loss on interest rate derivatives recorded in interest expense, net $ (1,185) $ 250 $ 335 Unrealized gain on embedded derivatives recorded in other income, net (1,195) (3,073) (1,200) Realized (gain) loss on foreign currency forward contracts recorded in foreign exchange loss (gain) (1,900) 2,751 — The following table summarizes the net gains (losses) on our cash flow hedges recognized in “Other comprehensive income (loss)” during the period and net gains (losses) reclassified from “Accumulated other comprehensive income” into income. (thousands of U.S. dollars) Year Ended December 31, 2021 2020 2019 Unrealized gain (loss) on interest rate derivatives recorded in other comprehensive income $ 404 $ (5,234) $ 179 Amounts reclassified from accumulated other comprehensive income (loss) to interest expense, net — 5,055 — No gains or losses are expected to be reclassified into earnings within the next twelve months. Credit Risk Certain of our financial assets, including cash and cash equivalents, are exposed to credit risk. We are also exposed, in our normal course of business, to credit risk from our customers. As of December 31, 2021 and 2020, accounts receivable was net of an allowance for uncollectible accounts of $1.3 million and $0.7 million, respectively. Credit risk on financial instruments arises from the potential for counterparties to default on their contractual obligations to us. We are exposed to credit risk in the event of non-performance, but do not anticipate non-performance by any of the counterparties to our financial instruments. We limit our credit risk by dealing with counterparties that are considered to be of high credit quality. In the event of non-performance by counterparties, the carrying value of our financial instruments represents the maximum amount of loss that would be incurred. Fair Value Hierarchy The fair value of our financial instruments is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation techniques we would use to determine such fair values are described as follows: Level 1—fair values determined by inputs utilizing quoted prices in active markets for identical assets or liabilities; Level 2—fair values based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable; Level 3—fair values determined by unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. The following table discloses our financial assets (liabilities) measured at fair value on a recurring basis: As of December 31, 2021 Fair Value (thousands of U.S. dollars) Carrying Amount Level 1 Level 2 Level 3 Derivatives designated as hedging instruments (a) Derivative assets - interest rate caps $ 2,322 $ — $ 2,322 $ — Derivatives not designated as hedging instruments (b) Derivative assets - interest rate caps 1,654 — 1,654 — Embedded derivative assets (liabilities) 496 — 496 — Long-Term Debt (c) Term loan, due 2026 1,743,090 — 1,754,285 — Other long-term debt 444 — 444 — Finance Lease Obligations (with current portion) (d) 42,037 — 42,037 — As of December 31, 2020 Fair Value (thousands of U.S. dollars) Carrying Amount Level 1 Level 2 Level 3 Derivatives not designated as hedging instruments (b) Derivative assets - interest rate caps $ 7 $ — $ 7 $ — Embedded derivative assets (liabilities) (670) — (670) — Long-Term Debt (c) Term loan, due 2026 1,728,018 — 1,772,180 — Senior notes, due 2026 96,329 — 99,863 — Other long-term debt 442 — 442 — Finance Lease Obligations (with current portion) (d) 36,112 — 36,112 — (a) Derivatives designated as hedging instruments are measured at fair value with changes in fair value recorded as a component of accumulated other comprehensive income (loss). Additional information is provided in Note 1, “Significant Accounting Policies”. Interest swaps are valued using pricing models that incorporate observable market inputs including interest rate curves and yield curves. (b) Derivatives that are not designated as hedging instruments are measured at fair value with gains or losses recognized immediately in earnings in the Consolidated Statements of Operations and Comprehensive Income (Loss). Refer also to Note 1, “Significant Accounting Policies”. Interest rate caps are valued using pricing models that incorporate observable market inputs including interest rate and yield curves. Embedded derivatives are valued using internally developed models that rely on observable market inputs including foreign currency forward curves. (c) Carrying amounts of long-term debt instruments are reported net of discounts and debt issuance costs. The estimated fair value of these instruments is based on information provided by the agent under the Company’s senior secured credit facility. Fair value approximates carrying value for “Other long-term debt.” (d) Refer to Note 18, “Leases”. Fair value approximates carrying value. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information We identify our operating segments based on the way we manage, evaluate and internally report our business activities for purposes of allocating resources and assessing performance. We have three reportable segments: Sterigenics, Nordion and Nelson Labs. We have determined our reportable segments based upon an assessment of organizational structure, service types, and internally prepared financial statements. Our chief operating decision maker evaluates performance and allocates resources based on net revenues and segment income after the elimination of intercompany activities. The accounting policies of our reportable segments are the same as those described in Note 1, “Significant Accounting Policies”. Sterigenics Sterigenics provides outsourced terminal sterilization and irradiation services for the medical device, pharmaceutical, food safety and advanced applications markets using three major technologies: gamma irradiation, EO processing and E-beam irradiation. Nordion Nordion 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. Nelson Labs Nelson Labs provides outsourced microbiological and analytical chemistry testing and advisory services for the medical device and biopharmaceutical industries. For the year ended December 31, 2021, four customers reported within the Nordion segment individually represented 10% or more of the segment’s total net revenues. These customers represented 15.1%, 12.7%, 11.5% and 11.1% of the total segment’s external net revenues for the year ended December 31, 2021. For the year ended December 31, 2020, three customers reported within the Nordion segment individually represented 10% or more of the segment’s total net revenues. These customers represented 15.4%, 13.8% and 13.3% of the total segment’s external net revenues for the year ended December 31, 2020. For the year ended December 31, 2019, four customers reported within the Nordion segment individually represented 10% or more of the segment’s total net revenues. These customers represented 14.1%, 12.9%, 12.7% and 10.1% of the total segment’s external net revenues for the year ended December 31, 2019. Financial information for each of our segments is presented in the following table: Year Ended December 31, (thousands of U.S. dollars) 2021 2020 2019 Segment revenues (a) Sterigenics $ 571,829 $ 498,773 $ 471,708 Nordion 140,507 114,745 116,165 Nelson Labs 219,142 204,640 190,454 Total net revenues $ 931,478 $ 818,158 $ 778,327 Segment income (b) Sterigenics $ 310,470 $ 266,639 $ 244,904 Nordion 82,673 66,803 62,196 Nelson Labs 88,086 86,417 72,832 Total segment income $ 481,229 $ 419,859 $ 379,932 (a) Revenues are reported net of intersegment sales. Our Nordion segment recognized $34.1 million, $38.6 million and $40.9 million in revenues from sales to our Sterigenics segment for the year ended December 31, 2021, 2020 and 2019, respectively, that is not reflected in net revenues in the table above. Intersegment sales for Sterigenics and Nelson Labs are immaterial for all periods presented. (b) Segment income is only provided on a net basis to the chief operating decision maker and is reported net of intersegment profits. Corporate operating expenses for executive management, accounting, information technology, legal, human resources, treasury, corporate development, tax, purchasing, and marketing not directly incurred by a segment are allocated to the segments based on total net revenue. Corporate operating expenses that are directly incurred by a segment are reflected in each segment’s income. Capital expenditures by segment for the years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, (thousands of U.S. dollars) 2021 2020 2019 Sterigenics $ 73,753 $ 42,164 $ 51,123 Nordion 21,292 4,655 2,034 Nelson Labs 7,117 6,688 4,100 Total capital expenditures $ 102,162 $ 53,507 $ 57,257 Total assets and depreciation and amortization expense by segment are not readily available and are not reported separately to the chief operating decision maker. A reconciliation of segment income to consolidated income (loss) before taxes is as follows: (thousands of U.S. dollars) Year Ended December 31, 2021 2020 2019 Segment income $ 481,229 $ 419,859 $ 379,932 Less adjustments: Interest expense, net 74,192 215,259 157,729 Depreciation and amortization (a) 150,902 143,564 146,719 Impairment of long-lived assets and intangible assets (b) — — 5,792 Share-based compensation (c) 13,870 10,987 16,882 Capital restructuring bonuses (d) — 2,702 2,040 (Gain) loss on foreign currency and embedded derivatives (e) (58) (8,454) 2,662 Acquisition and divestiture related charges, net (f) (6,018) 3,932 (318) Business optimization project expenses (g) 948 2,524 4,195 Plant closure expenses (h) 2,327 2,649 1,712 Loss on extinguishment of debt (i) 20,681 44,262 30,168 Professional services relating to EO sterilization facilities (j) 45,656 36,671 11,216 Accretion of asset retirement obligations (k) 2,252 1,946 2,051 COVID-19 expenses (l) 761 2,677 — Consolidated income (loss) before taxes $ 175,716 $ (38,860) $ (916) (a) Includes depreciation of Co-60 held at gamma irradiation sites. (b) Impairment charges related to the decision to not reopen the Willowbrook, Illinois facility in September 2019. (c) Includes non-cash share-based compensation expense. 2019 also includes $10.0 million of one-time cash share-based compensation expense related to the pre-IPO Class C Units, which vested in the third quarter of 2019. See Note 16, “Share-Based Compensation” for further information. (d) Represents cash bonuses for members of management relating to the IPO and the December 2019 refinancing. (e) 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. (f) Represents (i) certain direct and incremental costs related to the acquisitions of RCA, the noncontrolling interests in our China subsidiaries, and BioScience Labs in 2021; Iotron in July 2020; Nelson Labs Fairfield in 2018 (including the first quarter 2021 gain on the mandatorily redeemable noncontrolling interest), and certain related integration efforts as a result of those acquisitions, (ii) the earnings impact of fair value adjustments (excluding those recognized within amortization expense) resulting from the businesses acquired, (iii) transition services income and non-cash deferred lease income associated with the terms of the divestiture of the Medical Isotopes business in 2018, (iv) a $3.4 million gain recognized in the third quarter of 2021 related to the settlement of an insurance claim for Nordion, and (v) a $5.1 million non-cash gain arising from the derecognition of an ARO liability no longer attributable to Nordion pursuant to the terms of the sale of the Medical Isotopes business in 2018. (g) Represents professional fees, contract termination and exit costs, severance and other payroll costs, and other costs associated with business optimization and cost savings projects relating to the integration of acquisitions, the Sotera Health rebranding, operating structure realignment and other process enhancement projects. (h) Represents professional fees, severance and other payroll costs, and other costs including ongoing lease and utility expenses associated with the closure of the Willowbrook, Illinois facility. (i) Represents expenses incurred in connection with the repricing of our Term Loan in January 2021, full redemption of the First Lien Notes in August 2021, paydown of debt following the November 2020 IPO, and refinancing of our debt capital structure in December 2019, including accelerated amortization of prior debt issuance and discount costs, premiums paid in connection with early extinguishment and debt issuance and discount costs incurred for the new debt. (j) Represents professional fees related to litigation associated with our EO sterilization facilities and other related professional fees. See Note 20, “Commitments and Contingencies”. (k) Represents non-cash accretion of asset retirement obligations related to Co-60 and gamma processing facilities, which are based on estimated site remediation costs for any future decommissioning of these facilities (without regard for whether the decommissioning services would be performed by employees of Nordion, instead of by a third party) and are accreted over the life of the asset. (l) Represents non-recurring costs associated with the COVID-19 pandemic, including incremental costs to implement workplace health and safety measures. For the year ended December 31, 2020, costs also included donations to related charitable causes and special bonuses for front-line personnel working on-site during lockdown periods. Geographic Information Net revenues for geographic area are reported by the country’s origin of the revenues. (thousands of U.S. dollars) Year Ended December 31, 2021 2020 2019 United States $ 527,907 $ 490,498 $ 473,958 Canada 177,875 135,938 130,469 Europe 161,810 135,720 122,606 Other 63,886 56,002 51,294 Total $ 931,478 $ 818,158 $ 778,327 The ‘Other’ category above is primarily comprised of net revenues from Asian and Latin American countries that individually represent 2% or less of our total net revenues. Long-lived assets are based on physical locations and are comprised of the net book value of property, plant, and equipment. (thousands of U.S. dollars) As of December 31, 2021 2020 United States $ 323,528 $ 305,137 Europe 135,025 141,668 Canada 128,538 97,996 Other 63,706 65,013 Total $ 650,797 $ 609,814 The ‘Other’ category above is primarily comprised of long-lived assets in Asian and Latin American countries that individually represent 5% or less of our total long-lived assets. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Schedule II – Valuation and Qualifying Accounts (in thousands) Description Balance at Beginning of Period Charges (credits) to costs and expense Deductions (1) Translation Adjustments (2) Balance at End of Period Year Ended December 31, 2021 Deducted from asset accounts: Allowance for uncollectible accounts receivable $ 708 $ 1,132 $ (408) $ (145) $ 1,287 Deferred tax asset valuation allowance 43,765 8,455 — (140) 52,080 Year Ended December 31, 2020 Deducted from asset accounts: Allowance for uncollectible accounts receivable $ 787 $ 270 $ (389) $ 40 $ 708 Deferred tax asset valuation allowance 22,962 30,667 (10,881) 1,017 43,765 Year Ended December 31, 2019 Deducted from asset accounts: Allowance for uncollectible accounts receivable $ 928 $ 482 $ (591) $ (32) $ 787 Deferred tax asset valuation allowance 16,678 6,318 — (34) 22,962 (1) Uncollectible accounts written off, net of recoveries |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation – Sotera Health Company (also referred to herein as the “Company,” “we,” “our,” “us” or “its”), is a global provider of mission-critical sterilization and lab testing and advisory services to the healthcare industry with operations primarily in the Americas, Europe and Asia. The accompanying consolidated financial statements include the assets, liabilities, operating results, and cash flows of the Company and its wholly owned subsidiaries prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). We operate and report in three segments, Sterigenics, Nordion and Nelson Labs. We describe our reportable segments in Note 22, “Segment and Geographic Information”. All significant intercompany balances and transactions have been eliminated in consolidation. Noncontrolling interests represents the noncontrolling stockholders’ proportionate share of the total equity in the Company’s consolidated subsidiaries. In the second quarter of 2021, we purchased the outstanding noncontrolling interests of 15% and 33% in our two China subsidiaries. Refer to Note 4, “Acquisitions” for additional details. Prior to our acquisition of the noncontrolling interests in our two subsidiaries in China, we consolidated the results of operations of these subsidiaries with our results of operations and reflected the noncontrolling interests on our Consolidated Statements of Operations and Comprehensive Income (Loss) as “Net income attributable to noncontrolling interests.” On March 11, 2021, we purchased the 15% noncontrolling interest that remained from the August 2018 acquisition of Gibraltar Laboratories, Inc. (now known as Nelson Laboratories Fairfield, Inc.). As the purchase of this noncontrolling interest was mandatorily redeemable, no earnings were allocated to this noncontrolling interest. Refer to Note 4, “Acquisitions” for additional details. In July 2020, we acquired a 60% equity ownership interest in a joint venture to construct an E-beam facility in Alberta, Canada in connection with our acquisition of Iotron. Refer to Note 4, “Acquisitions” for additional information. We have determined this to be an investment in a variable interest entity (“VIE”). The investment is not consolidated as the Company has concluded that we are not the primary beneficiary of the VIE. The Company accounts for the joint venture using the equity method. The investment is reflected within “Investment in unconsolidated affiliates” on the Consolidated Balance Sheets . |
Use of Estimates | Use of Estimates – In preparing our consolidated financial statements in conformity with GAAP, we make estimates and assumptions that affect the amounts reported and the accompanying notes. We regularly evaluate the estimates and assumptions used and revise them as new information becomes available. Actual results may vary from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents – We consider all highly liquid investments purchased with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents may include various deposit accounts and money market funds. |
Accounts Receivable | A ccounts Receivable - Accounts receivable consists of amounts billed and currently due from customers. The amounts due are stated net of the allowance for uncollectible accounts. The Company maintains an allowance for uncollectible receivables to provide for the estimated amount of receivables that will not be collected. |
Allowance for Uncollectible Accounts Receivable | Allowance for Uncollectible Accounts Receivable – We maintain an allowance for uncollectible accounts receivable for estimated losses in the collection of amounts owed to us by customers. We estimate the allowance based on analyzing a number of factors, including amounts written off historically, customer payment practices, and general economic conditions. We also analyze significant customer accounts on a regular basis and record a specific allowance when we become aware of a specific customer’s inability to pay. We generally do not charge interest on accounts receivable or require collateral from our customers. We record write-offs against the allowance for uncollectible accounts receivable when all reasonable efforts for collection have been exhausted. As a result, the related accounts receivable are reduced to an amount that we reasonably believe is collectible. These analyses require judgment. If the financial condition of our customers worsens, or economic conditions change, we may be required to make changes to our allowance for uncollectible accounts receivable. |
Inventories | Inventories – Inventories as of December 31, 2021 and 2020 are held at Nordion. Finished goods and work-in-process include the cost of material, labor, and certain manufacturing overhead such as insurance, repairs and maintenance, and property taxes, and are recorded on a weighted average cost basis at the lower of cost or net realizable value. We review inventory on an ongoing basis, considering factors such as deterioration and obsolescence. We record a reserve for excess and obsolete inventory, which was immaterial at December 31, 2021 and 2020, when the facts and circumstances indicate that particular inventories will not be usable. If future market conditions vary from those projected, and our estimates prove to be inaccurate, we may be required to write-down inventory values and record an adjustment to cost of revenues. |
Property, Plant, and Equipment | Property, Plant, and Equipment three |
Long-Lived Assets Other than Goodwill | Long-Lived Assets Other than Goodwill – We review long-lived assets, including finite-lived intangibles for impairment whenever events or circumstances indicate that the carrying amount of the asset or asset group may be impaired. Events or circumstances which would result in an impairment assessment include operating losses, a significant change in the use of an asset or asset group, or the planned disposal or sale of the asset or asset group. The asset or asset group would be considered impaired when the future net undiscounted cash flows generated by the asset or asset group are less than its carrying value. An impairment loss would be recognized based on the amount by which the carrying value of the asset or asset group exceeds its estimated fair value. |
Leases | Leases – We determine if an agreement contains a lease and classify our leases as operating or finance at the lease commencement date. Leases with an initial term of twelve months or less are recognized as lease expense on a straight-line basis over the lease term and are not recorded on the Consolidated Balance Sheets. Non-lease components are accounted for separately from the lease components for all asset classes. Finance leases are those in which we will pay substantially all the underlying asset’s fair value or will use the asset for all or a major part of its economic life, including circumstances in which we will ultimately own the asset. Lease assets arising from finance leases are included in “Property, plant and equipment, net” and the liabilities are included in “Finance lease obligations” on the Consolidated Balance Sheets. For finance leases, we recognize interest expense using the effective interest method and we recognize amortization expense on the lease asset over the shorter of the lease term or the useful life of asset. Finance leases are accounted for as if the assets were owned and financed, with associated expense recognized in “Interest expense, net” and “Cost of revenues” or “Selling, general and administrative expenses” within the Consolidated Statements of Operations and Comprehensive Income (Loss) depending on the nature of the underlying asset. Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Lease assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. As most leases do not provide an implicit interest rate, we estimate an incremental borrowing rate to determine the present value of lease payments. Our estimated incremental borrowing rate reflects a secured rate based on recent debt issuances, our estimated credit rating, and lease term. We recognize operating lease costs on a straight-line basis over the term of the lease in “Cost of revenues” or “Selling, general and administrative expenses” on the Consolidated Statements of Operations and Comprehensive Income (Loss) depending on the nature of the underlying asset. |
Goodwill and Other Indefinite-Lived Intangibles | Goodwill and Other Indefinite-Lived Intangibles – Goodwill and other indefinite-lived intangible assets, primarily certain regulatory licenses and tradenames, are tested for impairment annually as of October 1. If circumstances change during interim periods between annual tests that would indicate that the carrying amount of such assets may not be recoverable, the Company would test such assets at an interim date for impairment. Factors which would necessitate an interim impairment assessment include prolonged negative industry or economic trends and significant underperformance relative to historical or projected future operating results. |
Derivative Instruments | Derivative Instruments – We may enter into derivative instruments and hedging activities to manage, where possible and economically efficient, commodity price risk, foreign currency exchange rate risk and interest rate risk related to borrowings. |
Pension, Post-Retirement and Other Post-Employment Benefit Plans | Pension, Post-Retirement and Other Post-Employment Benefit Plans – We sponsor a defined-contribution retirement plan that covers substantially all U.S. employees. We also sponsor various post-employment benefit plans at our Nordion business in Canada including defined benefit and defined contribution pension plans, retirement compensation arrangements and plans that provide extended health care coverage to retired employees. In addition, we provide other benefit plans at our foreign subsidiaries including a supplemental retirement arrangement, a retirement and termination allowance and post-retirement benefit plans, which include contributory healthcare benefits and contributory life insurance coverage. All non-pension post-employment benefit plans are unfunded. These costs and obligations are affected by assumptions including the discount rate, expected long-term rate of return on plan assets, the annual rate of change in compensation for eligible employees, estimated changes in costs of healthcare benefits, and other demographic and economic factors. We review the assumptions used on an annual basis. We recognize the over/under funded status of defined benefit pension and post-retirement benefits plans in our Consolidated Balance Sheets. This amount is measured as the difference between the fair value of plan assets and the projected benefit obligation. Changes in the funded status of the plans are recorded in other comprehensive income (loss) in the year they occur. We measure plan assets and obligations as of the balance sheet date. We provide additional information about our pension and other post-retirement benefits plans in Note 12, “Employee Benefits” . |
Asset Retirement Obligations | Asset Retirement Obligations (“ARO”) – ARO are legal obligations associated with the retirement of long-lived assets or the exit of a leased facility. We recognize a liability for an ARO in the period in which it is incurred if a reasonable estimate of fair value can be made, and the associated asset retirement costs are then capitalized as part of the carrying amount of the long-lived asset. We lease various facilities where sterilization and ionization services are performed. Under the lease agreements, we are required to return the facilities to their original condition and to perform decommissioning activities. In addition, certain of our owned facilities are required to be decommissioned when we vacate the facility. Accretion expense is recognized in cost of revenues in the Consolidated Statements of Operations and Comprehensive Income (Loss) over time as the discounted liability is accreted to its expected settlement value. |
Debt Issuance Costs, Premiums and Discounts | Debt Issuance Costs, Premiums and Discounts – We have incurred costs in connection with obtaining financing as well as premiums and discounts associated with our long-term debt. The portion of these fees that are capitalized are recorded as a reduction of debt on the Consolidated Balance Sheets and amortized into interest expense over the term of the debt agreement. Debt issuance costs associated with the Company’s revolving credit facilities are classified as assets unless there are outstanding borrowings under such arrangements. |
Concentration of Credit Risk, Other Risks and Uncertainties | Concentration of Credit Risk, Other Risks and Uncertainties – We maintain cash and cash equivalents in the form of demand deposits in accounts with major financial institutions in the U.S. and in countries where our subsidiaries operate. Deposits in these institutions may exceed amounts of insurance provided on such accounts. We have not experienced any losses on our deposits of cash and cash equivalents. |
Income Taxes | Income Taxes –We use the liability method of accounting for income taxes whereby we recognize deferred tax assets and liabilities for the future tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets will be reduced by a valuation allowance if, based on management’s estimate, it is more likely than not that a portion of the deferred tax assets will not be realized in a future period. The estimates used in the recognition of deferred tax assets are subject to revision in future periods based on new facts and circumstances. We determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the position will be examined by the appropriate taxing authority and that the taxing authority will have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Determining what constitutes an individual tax position and whether the more-likely-than-not recognition threshold is met for a tax position are matters of judgment based on the individual facts and circumstances of that position evaluated in light of all available evidence. We review and adjust tax estimates periodically because of ongoing examinations by, and settlements with, the various taxing authorities, as well as changes in tax laws, regulations, and precedent. We are subject to a tax on Global Intangible Low Taxed Income (“GILTI”) which we record as a period cost. |
Foreign Currency Translation and Gains/Losses | Foreign Currency Translation – The functional currency of our foreign subsidiaries is generally the local currency. Accordingly, assets and liabilities are generally translated into U.S. dollars at the current rates of exchange as of the balance sheet date, and revenues and expenses are translated using weighted-average rates prevailing during the period. Adjustments from foreign currency translation are included as a separate component of accumulated other comprehensive income (loss). Gains or losses arising from foreign currency transactions are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) as foreign exchange loss (gain). Beginning in the fourth quarter of 2020, the Company began entering into monthly U.S. dollar-denominated foreign currency forward contracts to manage foreign currency exchange rate risk of our intercompany loans in certain of our international subsidiaries. For the year ended December 31, 2021, foreign exchange loss in our Consolidated Statements of Operations and Comprehensive Income (Loss) related primarily to short-term losses (offset by short-term gains) on sales denominated in currencies other than the functional currency of our operating entities. In the years ended December 31, 2020 and 2019, foreign exchange (gain) loss related primarily to U.S. dollar denominated intercompany indebtedness with certain of our European and Canadian subsidiaries. |
Revenue Recognition | Revenue Recognition – Revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Effective January 1, 2019, we adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers , and all related amendments. The impact of the adoption of the new revenue requirements resulted in a cumulative-effect adjustment to retained earnings of $2.6 million upon adoption on January 1, 2019. The majority of our sales agreements contain performance obligations satisfied at a point-in-time when control of promised goods or services have transferred to our customers. For agreements with multiple performance obligations, judgment is required to determine whether performance obligations specified in these agreements are distinct and should be accounted for as separate revenue transactions for recognition purposes. In these types of agreements, we generally allocate the sales price to each distinct obligation based on the relative price of each item sold in stand-alone transactions. Sales recognized over time are generally accounted for using an input measure to determine progress completed as of the end of the period. Refunds, returns, warranties and other related obligations are not material to any of our segments, nor do we incur material incremental costs to secure customer contracts. Our Sterigenics segment provides outsourced terminal sterilization and irradiation services for the medical device, pharmaceutical, food safety and advanced applications markets. We typically have multiyear service contracts with our significant customers, and these sales contracts are primarily based on a customer’s purchase order. Given the relatively short turnaround times, performance obligations are generally satisfied at a point-in-time upon the completion of sterilization or irradiation processing once approved by our quality assurance process at which time the service is complete. Sterigenics segment revenues are included in service revenues in our Consolidated Statements of Operations and Comprehensive Income (Loss). Our Nordion segment is a global provider of Co-60 and gamma irradiation systems, which are key components to the gamma sterilization process. Revenue from the sale of Co-60 sources is recognized as product revenue at a point-in-time upon satisfaction of our performance obligations for delivery of existing sources. Revenue from the sale of gamma irradiation systems is recognized as product revenue over time using an input measure of costs incurred and is immaterial to the overall business. Revenues from Co-60 installation and disposal and gamma irradiation systems refurbishments and installations are recognized as service revenue. Our Nelson Labs segment provides outsourced microbiological and analytical chemistry testing and advisory services for the medical device and pharmaceutical industries. We provide our customers mission-critical lab testing services, which assess the product quality, effectiveness, patient safety and end-to-end sterility of products. These services are necessary for our customers’ regulatory approvals, product releases and ongoing product performance evaluations. Nelson Labs services are generally provided on a fee-for-service or project basis, and we recognize revenues over time using an input measure of time incurred to determine progress completed at the end of the period. Nelson Labs segment revenues are included in service revenues in our Consolidated Statements of Operations and Comprehensive Income (Loss). We do not capitalize sales commissions as substantially all of our sales commission programs have an amortization period of one year or less. Furthermore, costs to fulfill a contract are not material. Provisions for discounts, rebates to customers, and other adjustments are provided for as reductions in net revenues in the period the related sale is recorded. Shipping and handling charges billed to customers are included in net revenues, and the related shipping and handling costs are included in cost of net revenues on the Consolidated Statements of Operations and Comprehensive Income (Loss). Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from net revenue. |
Share-Based Compensation | Share-Based Compensation – Equity-based awards issued to employees under the Sotera Health Company 2020 Omnibus Incentive Plan (“2020 Plan”) include restricted stock units (“RSUs”) and stock options, which vest over time. Prior to our initial public offering (the “IPO” as described in Note 15, “Stockholders' Equity”), equity-based awards were issued to service providers (including employees and directors) in the form of partnership interests in our predecessor, Sotera Health Topco Parent, L.P. (“Topco Parent”), which vested based on either time (“time vesting awards”) or the achievement of certain performance and market conditions (“performance awards” and, together with the time vesting awards, the “pre-IPO awards”). In connection with the IPO, Topco Parent made in-kind distributions of restricted shares of our common stock to holders of pre-IPO awards as described in Note 15, “Stockholders' Equity”. The restricted shares of our common stock distributed in respect of pre-IPO time vesting awards vest through June 2025; expense related to these unvested awards will be recognized over the remaining vesting period. Expense attributable to the performance awards was recognized in its entirety in the year ended December 31, 2020 as the related performance conditions were considered probable of achievement and the implied service condition was met. Share-based compensation expense is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss), primarily within “Selling, general and administrative expenses” at the grant date fair value over the requisite service period (typically four years for awards granted under the 2020 Plan and five years for time vesting pre-IPO awards on a straight-line basis). Fair value of the pre-IPO awards was estimated on the date of grant using a simulation-based option valuation model incorporating multiple and variable assumptions over time, including assumptions such as employee forfeitures, unit price volatility and dividend assumptions. We use the Black-Scholes option pricing model to measure the grant date fair value of post-IPO stock options using certain valuation assumptions. Share-based compensation expense for all awards recognizes forfeitures as they occur. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share – In periods in which the Company has net income, earnings per share information is determined using the two-class method, which includes the weighted-average number of common shares outstanding during the period and |
Treasury Stock | Treasury Stock – The Company records repurchases of its own common stock at cost. Repurchased common stock is presented as a reduction of equity in the Consolidated Balance Sheets . The difference between the repurchase and reissue price of the Company’s own stock is added to or deducted from additional paid-in capital. The cost of Treasury Stock reissued is calculated using a weighted average cost method. |
Commitments and Contingencies | Commitments and Contingencies – Certain conditions may exist as of the date of the consolidated financial statements which may result in a loss to the Company but will only be resolved when one or more future events occur or fail to occur. Such liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources, are recorded when management assesses that it is probable that a future liability has been incurred and the amount can be reasonably estimated. Recoveries of costs from third parties, which management assesses as being probable of realization, are recorded to the extent related contingent liabilities are accrued. Legal costs incurred in connection with matters relating to contingencies are expensed in the period incurred. We record gain contingencies when realized. |
ASU’s Issued But Not Yet Adopted | ASU’s Issued But Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”): Measurement of Credit Losses on Financial Instruments, and subsequently issued additional guidance that modified ASU 2016-13. The standard requires an entity to change its accounting approach in determining impairment of certain financial instruments, including trade receivables, from an “incurred loss” to a “current expected credit loss” model. The standard will be effective for private companies for fiscal years beginning after December 15, 2022, including interim periods within such fiscal years. As our emerging growth company status ended as of December 31, 2021, the standard will be effective for the Company as of January 1, 2022. The adoption of this standard is not expected to have a material impact on our consolidated financial statements and disclosures. We will adopt this standard as required on January 1, 2022. In December 2020, the FASB issued ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The standard simplifies the accounting for income taxes and makes a number of changes meant to add or clarify guidance on accounting for income taxes. This update is effective for the Company’s annual financial statement periods beginning after December 15, 2021 and interim periods beginning after December 15, 2022, with early adoption permitted in any interim period for which financial statements have not yet been filed. The adoption of this standard is not expected to have a material impact on our consolidated financial statements and disclosures. In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The amendments in ASU 2021-08 require that an acquiring entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards (“ASC”) Topic 606, Revenue from Contract with Customers (“ASC Topic 606”). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC Topic 606 as if it had originated the contracts. For public business entities, these amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently assessing the effect that ASU 2021-08 will have on our financial position, results of operations, and disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation is computed using the assets’ estimated useful lives as presented below: Buildings and building improvements 15–44 years Machinery and equipment 3–30 years Leasehold improvements 2–20 years Furniture and fixtures 3–10 years Computer hardware and software 1–7 years Property, plant, and equipment, net, consisted of the following: (thousands of U.S. dollars) As of December 31, 2021 2020 Land and buildings $ 295,780 $ 289,692 Leasehold improvements 54,200 51,398 Machinery, equipment, including Co-60 506,938 480,276 Furniture and fixtures 7,489 6,887 Computer hardware and software 40,751 40,706 Asset retirement costs 4,164 3,914 Construction-in-progress 131,869 78,491 1,041,191 951,364 Less accumulated depreciation (390,394) (341,550) Property, plant and equipment, net $ 650,797 $ 609,814 |
Schedule of Acquired Finite-Lived Intangible Assets | Amortization of intangible assets is computed using the asset’s estimated useful lives as presented below: Land-use rights 41 years Customer contracts and related relationships 7–20 years Proprietary technology 3–20 years Trade name/trademark 8 years Sealed source and supply agreements 7–20 years Other intangible assets consisted of the following: (thousands of U.S. dollars) Gross Carrying Amount Accumulated Amortization As of December 31, 2021 Finite-lived intangible assets Customer relationships $ 668,628 $ 365,935 Proprietary technology 88,826 44,866 Trade names 145 116 Land-use rights 9,744 1,586 Sealed source and supply agreements 241,611 109,838 Other 6,454 2,166 Total finite-lived intangible assets 1,015,408 524,507 Indefinite-lived intangible assets Regulatory licenses and other (a) 82,110 — Trade names / trademarks 25,833 — Total indefinite-lived intangible assets 107,943 — Total $ 1,123,351 $ 524,507 As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Finite-lived intangible assets Customer relationships $ 634,454 $ 309,428 Proprietary technology 90,964 38,075 Trade names 156 105 Land-use rights 9,489 1,311 Sealed source and supply agreements 240,791 92,953 Other 1,937 519 Total finite-lived intangible assets 977,791 442,391 Indefinite-lived intangible assets Regulatory licenses and other (a) 81,832 — Trade names / trademarks 26,134 — Total indefinite-lived intangible assets 107,966 — Total $ 1,085,757 $ 442,391 (a) Includes certain transportation certifications, a class 1B nuclear license and other intangibles related to obtaining such licensure. These assets are considered indefinite-lived as the decision for renewal by the Canadian Nuclear Safety Commission is highly based on a licensee’s previous assessments, reported incidents, and annual compliance and inspection results. New applications for license can take a significant amount of time and cost; whereas an existing licensee with a historical record of compliance and current operating conditions more than likely ensures renewal for another 10 years license period as Nordion has demonstrated over its 75 years of history. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table shows disaggregated net revenues from contracts with external customers by timing of revenue and by segment for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 Sterigenics Nordion Nelson Labs Consolidated Point in time $ 571,829 $ 139,135 $ — $ 710,964 Over time — 1,372 219,142 220,514 Total $ 571,829 $ 140,507 $ 219,142 $ 931,478 Year Ended December 31, 2020 Sterigenics Nordion Nelson Labs Consolidated Point in time $ 498,773 $ 114,745 $ — $ 613,518 Over time — — 204,640 204,640 Total $ 498,773 $ 114,745 $ 204,640 $ 818,158 Year Ended December 31, 2019 Sterigenics Nordion Nelson Labs Consolidated Point in time $ 471,708 $ 116,165 $ — $ 587,873 Over time — — 190,454 190,454 Total $ 471,708 $ 116,165 $ 190,454 $ 778,327 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The estimated fair value of the underlying acquired assets and assumed liabilities of the Iotron acquisition and the measurement period adjustments recognized during the year ended December 31, 2021, were as follows: (thousands of U.S. dollars) Allocation of purchase price to the fair value of net assets acquired (net of cash acquired): Amount recognized as of December 31, 2020 Measurement Period Adjustments Amount recognized as of December 31, 2021 Goodwill $ 69,046 $ (19,447) $ 49,599 Intangibles 16,427 26,273 42,700 Property, plant, and equipment 13,812 4,346 18,158 Working capital, net 1,115 2 1,117 Investment in unconsolidated affiliate 12,881 (4,181) 8,700 Assumed long-term liabilities (2,248) — (2,248) Other assets/liabilities, net (5,846) (6,993) (12,839) Total purchase price $ 105,187 $ — $ 105,187 |
Business Acquisition, Pro Forma Information | The following unaudited supplemental pro forma financial information is based on our historical consolidated financial statements and Iotron’s historical consolidated financial statements, as adjusted for amortization of acquired intangible assets, an increase in interest expense resulting from interest on the First Lien Notes to finance the acquisition, and to reflect the change in the estimated income tax rate for federal and state purposes. (thousands of U.S. dollars) Year Ended December 31, 2020 2019 Net revenues $ 832,989 $ 798,098 Net loss (34,687) (21,963) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: (thousands of U.S. dollars) As of December 31, 2021 2020 Raw materials and supplies $ 41,514 $ 29,114 Work-in-process 3,919 846 Finished goods 8,979 4,256 54,412 34,216 Reserve for excess and obsolete inventory (124) (123) Inventories, net $ 54,288 $ 34,093 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Deferred Costs, Capitalized, Prepaid, and Other Assets | Prepaid expenses and other current assets consisted of the following: (thousands of U.S. dollars) As of December 31, 2021 2020 Prepaid taxes $ 24,937 $ 22,883 Prepaid business insurance 10,707 10,403 Prepaid rent 920 1,170 Customer contract assets 15,565 12,670 Insurance and indemnification receivables 3,144 2,751 Current deposits 623 673 Prepaid maintenance contracts 279 404 Value added tax receivable 2,512 2,094 Prepaid software licensing 2,055 1,181 Stock supplies 3,374 2,715 Embedded derivative assets 496 — Other 7,311 8,020 Prepaid expenses and other current assets $ 71,923 $ 64,964 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation is computed using the assets’ estimated useful lives as presented below: Buildings and building improvements 15–44 years Machinery and equipment 3–30 years Leasehold improvements 2–20 years Furniture and fixtures 3–10 years Computer hardware and software 1–7 years Property, plant, and equipment, net, consisted of the following: (thousands of U.S. dollars) As of December 31, 2021 2020 Land and buildings $ 295,780 $ 289,692 Leasehold improvements 54,200 51,398 Machinery, equipment, including Co-60 506,938 480,276 Furniture and fixtures 7,489 6,887 Computer hardware and software 40,751 40,706 Asset retirement costs 4,164 3,914 Construction-in-progress 131,869 78,491 1,041,191 951,364 Less accumulated depreciation (390,394) (341,550) Property, plant and equipment, net $ 650,797 $ 609,814 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes to goodwill during the years ended December 31, 2021 and 2020 were as follows: (thousands of U.S. dollars) Sterigenics Nordion Nelson Labs Total Goodwill at January 1, 2020 $ 612,689 $ 281,890 $ 141,286 $ 1,035,865 Iotron acquisition 69,046 — — 69,046 Changes due to foreign currency exchange rates 1,746 6,042 3,237 11,025 Goodwill at December 31, 2020 683,481 287,932 144,523 1,115,936 Iotron acquisition measurement period adjustments (19,447) — — (19,447) BioScience Labs acquisition — — 8,354 8,354 RCA acquisition — — 20,638 20,638 Changes due to foreign currency exchange rates (3,291) 973 (2,843) (5,161) Goodwill at December 31, 2021 $ 660,743 $ 288,905 $ 170,672 $ 1,120,320 |
Schedule of Acquired Finite-Lived Intangible Assets | Amortization of intangible assets is computed using the asset’s estimated useful lives as presented below: Land-use rights 41 years Customer contracts and related relationships 7–20 years Proprietary technology 3–20 years Trade name/trademark 8 years Sealed source and supply agreements 7–20 years Other intangible assets consisted of the following: (thousands of U.S. dollars) Gross Carrying Amount Accumulated Amortization As of December 31, 2021 Finite-lived intangible assets Customer relationships $ 668,628 $ 365,935 Proprietary technology 88,826 44,866 Trade names 145 116 Land-use rights 9,744 1,586 Sealed source and supply agreements 241,611 109,838 Other 6,454 2,166 Total finite-lived intangible assets 1,015,408 524,507 Indefinite-lived intangible assets Regulatory licenses and other (a) 82,110 — Trade names / trademarks 25,833 — Total indefinite-lived intangible assets 107,943 — Total $ 1,123,351 $ 524,507 As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Finite-lived intangible assets Customer relationships $ 634,454 $ 309,428 Proprietary technology 90,964 38,075 Trade names 156 105 Land-use rights 9,489 1,311 Sealed source and supply agreements 240,791 92,953 Other 1,937 519 Total finite-lived intangible assets 977,791 442,391 Indefinite-lived intangible assets Regulatory licenses and other (a) 81,832 — Trade names / trademarks 26,134 — Total indefinite-lived intangible assets 107,966 — Total $ 1,085,757 $ 442,391 (a) Includes certain transportation certifications, a class 1B nuclear license and other intangibles related to obtaining such licensure. These assets are considered indefinite-lived as the decision for renewal by the Canadian Nuclear Safety Commission is highly based on a licensee’s previous assessments, reported incidents, and annual compliance and inspection results. New applications for license can take a significant amount of time and cost; whereas an existing licensee with a historical record of compliance and current operating conditions more than likely ensures renewal for another 10 years license period as Nordion has demonstrated over its 75 years of history. |
Schedule of Acquired Indefinite-lived Intangible Assets | Other intangible assets consisted of the following: (thousands of U.S. dollars) Gross Carrying Amount Accumulated Amortization As of December 31, 2021 Finite-lived intangible assets Customer relationships $ 668,628 $ 365,935 Proprietary technology 88,826 44,866 Trade names 145 116 Land-use rights 9,744 1,586 Sealed source and supply agreements 241,611 109,838 Other 6,454 2,166 Total finite-lived intangible assets 1,015,408 524,507 Indefinite-lived intangible assets Regulatory licenses and other (a) 82,110 — Trade names / trademarks 25,833 — Total indefinite-lived intangible assets 107,943 — Total $ 1,123,351 $ 524,507 As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Finite-lived intangible assets Customer relationships $ 634,454 $ 309,428 Proprietary technology 90,964 38,075 Trade names 156 105 Land-use rights 9,489 1,311 Sealed source and supply agreements 240,791 92,953 Other 1,937 519 Total finite-lived intangible assets 977,791 442,391 Indefinite-lived intangible assets Regulatory licenses and other (a) 81,832 — Trade names / trademarks 26,134 — Total indefinite-lived intangible assets 107,966 — Total $ 1,085,757 $ 442,391 (a) Includes certain transportation certifications, a class 1B nuclear license and other intangibles related to obtaining such licensure. These assets are considered indefinite-lived as the decision for renewal by the Canadian Nuclear Safety Commission is highly based on a licensee’s previous assessments, reported incidents, and annual compliance and inspection results. New applications for license can take a significant amount of time and cost; whereas an existing licensee with a historical record of compliance and current operating conditions more than likely ensures renewal for another 10 years license period as Nordion has demonstrated over its 75 years of history. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated aggregate amortization expense for finite-lived intangible assets for each of the next five years and thereafter is as follows: (thousands of U.S. dollars) 2022 $ 81,955 2023 81,536 2024 80,759 2025 43,070 2026 22,973 Thereafter 180,608 Total $ 490,901 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: (thousands of U.S. dollars) As of December 31, 2021 2020 Accrued employee compensation $ 33,334 $ 34,760 Legal reserves 3,259 2,751 Accrued interest expense 10,755 186 Embedded derivatives — 670 Professional fees 4,314 12,686 Accrued utilities 1,797 1,864 Insurance accrual 2,068 1,255 Accrued taxes 2,209 2,599 Other 4,125 3,747 Accrued liabilities $ 61,861 $ 60,518 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following: (thousands of U.S. dollars) As of December 31, 2021 2020 Term loan, due 2026 $ 1,763,100 $ 1,763,100 Senior notes, due 2026 — 100,000 Other long-term debt 450 450 Total long-term debt 1,763,550 1,863,550 Less current portion — — Less unamortized debt issuance costs and debt discounts (20,016) (38,761) Total long-term debt, less current portion and debt issuance costs and debt discounts $ 1,743,534 $ 1,824,789 |
Schedule of Maturities of Long-term Debt | Aggregate maturities of the Company’s long-term debt, excluding debt discounts, as of December 31, 2021, are as follows: (thousands of U.S. dollars) 2022 $ — 2023 450 2024 — 2025 — 2026 1,763,100 Thereafter — Total $ 1,763,550 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) Before Income Taxes | The geographic sources of income (loss) before income taxes were as follows: (thousands of U.S. dollars) Year ended December 31, 2021 2020 2019 U.S. $ 5,092 $ (168,943) $ (99,733) Foreign 170,624 130,083 98,817 Income (loss) before income taxes $ 175,716 $ (38,860) $ (916) |
Schedule of Total Provision (Benefit) for Income Taxes | Provision (benefit) for income taxes consisted of the following: (thousands of U.S. dollars) Year ended December 31, 2021 2020 2019 Current Federal U.S. $ 13,915 $ (10,560) $ 17,954 State U.S. 3,220 166 3,662 Foreign 45,176 32,385 16,886 Total current provision 62,311 21,991 38,502 Deferred Federal U.S. (2,422) (4,336) (18,177) State U.S. 391 (5,334) (5,958) Foreign (1,685) (13,690) 5,142 Total deferred benefit (3,716) (23,360) (18,993) Total provision (benefit) for income taxes $ 58,595 $ (1,369) $ 19,509 |
Schedule of Effective Income Tax Rate Reconciliation | The provision (benefit) for income taxes is reconciled with the U.S. federal statutory rate as follows: (thousands of U.S. dollars) Year ended December 31, 2021 2020 2019 Provision (benefit) computed at federal statutory rate $ 36,872 $ (8,181) $ (192) Increase (decrease) in taxes as a result of: State taxes, net of federal benefit 1,013 (5,876) (2,681) Valuation allowance 8,455 19,170 5,147 Global intangible low-tax income (“GILTI”) 2,103 2,577 10,349 Nondeductible share-based compensation 1,512 2,046 3,545 Foreign tax rate 8,005 6,405 5,550 Impact of rate changes on deferred tax balances 2,612 (1,906) (559) Tax holiday (706) (616) (571) Audit settlement 276 47 879 Impact of CARES Act and final 951A regulations — (16,720) — Tax credits (248) (1,965) — Other (1,299) 3,650 (1,958) Total provision (benefit) for income taxes $ 58,595 $ (1,369) $ 19,509 |
Schedule of Deferred Tax Assets and Liabilities | The components of the tax effects of temporary differences and carryforwards that gave rise to significant portions of the deferred tax assets and liabilities are as follows: (thousands of U.S. dollars) As of December 31, 2021 2020 Net operating loss carryforwards $ 11,262 $ 15,076 Net capital loss carryforwards 4,128 4,112 Reserves and accruals 14,968 15,832 Employee benefits and compensation 5,145 13,094 Unrealized foreign currency exchange 2,320 242 Asset retirement obligations 9,949 10,666 Lease liability 11,107 12,446 Disallowed interest carryforward 76,386 68,045 Other 4,779 5,344 Deferred tax assets before valuation allowance 140,044 144,857 Valuation allowance (52,080) (43,765) Net deferred tax assets 87,964 101,092 Depreciation and amortization (214,884) (214,484) Other (1,696) — Total deferred tax liabilities (216,580) (214,484) Net deferred tax liabilities $ (128,616) $ (113,392) Noncurrent net deferred tax assets $ 5,885 $ 8,424 Noncurrent net deferred tax liabilities (134,501) (121,816) Noncurrent net deferred tax liabilities $ (128,616) $ (113,392) |
Summary of Income Tax Contingencies | The Company’s unrecognized income tax benefits were as follows: (thousands of U.S. dollars) For the period from January 1 – December 31, 2021 2020 Gross unrecognized tax benefits, beginning of year $ 300 $ 300 Additions related to current year 116 — Settlements (300) — Gross unrecognized tax benefits, end of period $ 116 $ 300 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |
Schedule of Net Benefit Costs | The components of net periodic benefit cost for the defined benefit pension plans were as follows: Year ended December 31, (thousands of U.S. dollars) 2021 2020 2019 Service cost $ 1,204 $ 1,104 $ 1,147 Interest cost 6,516 8,034 8,521 Expected return on plan assets (14,370) (14,407) (13,218) Amortization of net actuarial loss 1,079 791 — Net periodic benefit $ (5,571) $ (4,478) $ (3,550) (thousands of U.S. dollars) Year Ended December 31, 2021 2020 2019 Service cost $ 28 $ 29 $ 30 Interest cost 268 324 372 Amortization of net actuarial (gain) loss (34) 7 123 Net periodic benefit cost $ 262 $ 360 $ 525 |
Schedule of Defined Benefit Plan, Assumptions | The following weighted average assumptions were used in the determination of the projected benefit obligation and the net periodic benefit: Year ended December 31, 2021 2020 Projected benefit obligation Discount rate 3.01 % 2.53 % Rate of compensation increase 3.00 % 3.00 % Periodic benefit Discount rate 2.53 % 3.07 % Expected return on plan assets 5.00 % 5.50 % Rate of compensation increase 3.00 % 3.00 % The weighted average assumptions used to determine the projected benefit obligation and net periodic pension cost for these plans were as follows: Year Ended December 31, 2021 2020 Projected benefit obligation: Discount rate 3.01 % 2.53 % Rate of compensation increase 3.00 % 3.00 % Initial health care cost trend rate 7.00 % 7.00 % Ultimate health care cost trend rate 4.00 % 4.00 % Years until ultimate trend rate is reached 11 12 Benefit cost: Discount rate 2.53 % 3.13 % Rate of compensation increase 3.00 % 3.00 % |
Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates | Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage point change in assumed health care cost trend rates would have had the following impact on our consolidated financial statements in 2021: (thousands of U.S. dollars) 1% Increase 1% Decrease Change in net periodic benefit cost $ 22 $ (22) Change in projected benefit obligation 820 (681) |
Schedule of Defined Benefit Plans Disclosures | The changes in the projected benefit obligation, fair value of plan assets, and the funded status of the plans are as follows: (thousands of U.S. dollars) As of December 31, 2021 2020 Change in projected benefit obligation: Projected benefit obligation, as of beginning of the year $ 323,515 $ 294,275 Service cost 1,382 1,286 Interest cost 6,516 8,034 Benefits paid (12,330) (10,729) Actuarial (gain) loss (23,831) 23,155 Foreign currency exchange rate changes 1,460 7,494 Projected benefit obligation, end of year $ 296,712 $ 323,515 Change in fair value of plan assets: Fair value of plan assets as of the beginning of the year $ 288,539 $ 275,248 Actual return on plan assets 24,251 16,834 Benefits paid (12,330) (10,729) Employer contributions 733 697 Employee contributions 178 182 Foreign currency exchange rate changes 819 6,307 Fair value of plan assets, end of year $ 302,190 $ 288,539 Funded (underfunded) status at end of year $ 5,478 $ (34,976) Accumulated benefit obligation, end of year $ 291,818 $ 317,141 Expected future benefit payments from plan assets are as follows: Year ended December 31 (thousands of U.S. dollars) 2022 $ 14,108 2023 14,470 2024 14,852 2025 15,137 2026 15,410 2027 - 2031 79,963 $ 153,940 The changes in the projected benefit obligation and the funded status of the other post-retirement plans were as follows: (thousands of U.S. dollars) As of December 31, 2021 2020 Change in projected benefit obligation: Projected benefit obligation $ 13,684 $ 12,621 Service cost 28 29 Interest cost 268 324 Benefits paid (922) (720) Actuarial loss (1,389) 931 Curtailments 203 188 Foreign currency exchange rate changes 70 311 Projected benefit obligation, end of year $ 11,942 $ 13,684 Change in fair value of plan assets: Fair value of plan assets as of the beginning of the year $ 437 $ 381 Benefits paid (181) (166) Employer contributions 221 212 Employee contributions — — Foreign currency exchange rate changes 1 10 Fair value of plan assets, end of year $ 478 $ 437 Underfunded status at end of year $ (11,464) $ (13,247) Accumulated benefit obligation, end of year $ 11,900 $ 13,600 Based on the actuarial assumptions used to develop the Company’s benefit obligations as of December 31, 2021, the following benefit payments are expected to be made to plan participants: (thousands of U.S. dollars) Years ended December 31 2022 $ 756 2023 655 2024 595 2025 590 2026 591 2027 - 2031 2,764 Total $ 5,951 |
Schedule of Net Funded Status | A reconciliation of the funded status to amounts recognized in the consolidated balance sheets is as follows: (thousands of U.S. dollars) As of December 31, 2021 2020 Projected benefit obligation $ 296,712 $ 323,515 Fair value of plan assets 302,190 288,539 Plan assets greater than (less than) projected benefit obligation 5,478 (34,976) Unrecognized net actuarial loss 23,779 57,932 Net amount recognized at year end $ 29,257 $ 22,956 Noncurrent assets (liabilities) $ 5,478 $ (34,976) Accumulated other comprehensive (income) loss 23,779 57,932 Net amount recognized at year end $ 29,257 $ 22,956 A reconciliation of the funded status to the net plan liabilities recognized in the Consolidated Balance Sheets is as follows: (thousands of U.S. dollars) As of December 31, 2021 2020 Projected benefit obligation $ (11,942) $ (13,684) Fair value of plan assets 478 437 Plan assets less than projected benefit obligation (11,464) (13,247) Unrecognized actuarial gains (losses) (245) 1,088 Net amount recognized at year end $ (11,709) $ (12,159) Noncurrent liabilities $ (11,464) $ (13,247) Accumulative other comprehensive income (loss) (245) 1,088 Net amount recognized at year end $ (11,709) $ (12,159) |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | The following table illustrates the amounts in accumulated other comprehensive (income) loss that have not yet been recognized as components of pension expense: (thousands of U.S. dollars) As of December 31, 2021 2020 Net actuarial loss $ 23,779 $ 57,932 Deferred income taxes (6,025) (14,603) Accumulated other comprehensive loss – net of tax $ 17,754 $ 43,329 The following table illustrates the amounts in accumulated other comprehensive income (loss) that have not yet been recognized as components of other benefit plan expense: (thousands of U.S. dollars) As of December 31, 2021 2020 Net actuarial income (loss) $ (245) $ 1,088 Deferred income taxes 72 (274) Accumulated other comprehensive income (loss) – net of tax $ (173) $ 814 |
Schedule of Allocation of Plan Assets | The weighted average asset allocation of the Company’s pension plans was as follows: Asset Category Target 2021 2020 Cash 0.0 % 0.9 % 1.3 % Fixed income 46.0 % 46.6 % 42.0 % Equities 35.0 % 34.2 % 37.1 % Real assets and alternatives 19.0 % 18.3 % 19.6 % Total 100.0 % 100.0 % 100.0 % The following table provides a basis of fair value measurement for plan assets held by the Company’s pension plans that are measured at fair value on a recurring basis. Refer to the discussion of fair value hierarchy in Note 21, “Financial Instruments and Financial Risk”. As of December 31, 2021 (thousands of U.S. dollars) Level 1 Level 2 Total Cash and cash equivalents $ 2,660 $ — $ 2,660 Fixed income securities — 140,842 140,842 Equity securities — 103,506 103,506 Real assets and alternatives — 55,182 55,182 Total $ 2,660 $ 299,530 $ 302,190 As of December 31, 2020 Level 1 Level 2 Total Cash and cash equivalents $ 3,751 $ — $ 3,751 Fixed income securities — 121,186 121,186 Equity securities — 107,048 107,048 Hedge funds — 56,554 56,554 Total $ 3,751 $ 284,788 $ 288,539 |
Other Comprehensive Income (L_2
Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in our accumulated other comprehensive income (loss) balances, net of tax, were as follows: (thousands of U.S. dollars) Defined Benefit Plans Foreign Currency Translation Interest Rate Swaps Total Beginning balance – January 1, 2019 $ (14,987) $ (94,970) $ — $ (109,957) Other comprehensive income (loss) before reclassifications (12,104) 27,517 179 15,592 Amounts reclassified from accumulated other comprehensive income (loss) (22) (a) — — (22) Net current-period other comprehensive income (loss) (12,126) 27,517 179 15,570 Ending balance – December 31, 2019 $ (27,113) $ (67,453) $ 179 $ (94,387) Beginning balance – January 1, 2020 $ (27,113) $ (67,453) $ 179 $ (94,387) Other comprehensive income (loss) before reclassifications (17,828) 17,754 (5,234) (5,308) Amounts reclassified from accumulated other comprehensive income (loss) 798 (a) — 5,055 (b) 5,853 Net current-period other comprehensive income (loss) (17,030) 17,754 (179) 545 Ending balance – December 31, 2020 $ (44,143) $ (49,699) $ — $ (93,842) Beginning balance – January 1, 2021 $ (44,143) $ (49,699) $ — $ (93,842) Other comprehensive income (loss) before reclassifications 25,517 (16,690) 404 9,231 Amounts reclassified from accumulated other comprehensive income (loss) 1,045 (a) — — 1,045 Net current-period other comprehensive income (loss) 26,562 (16,690) 404 10,276 Ending balance – December 31, 2021 $ (17,581) $ (66,389) $ 404 $ (83,566) (a) For defined benefit pension plans, amounts reclassified from accumulated other comprehensive income (loss) are recorded to “Other income, net” within the Consolidated Statements of Operations and Comprehensive Income (Loss). |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Equity Instruments, Valuation Assumptions | The assumptions used to calculate the fair value of the pre-IPO awards were as follows: 2021 (a) 2020 2019 Risk-free interest rate N/A 1.6 % 2.7 % Expected volatility N/A 50 % 49 % Expected dividends N/A None None Expected time until exercise (years) N/A 0.6 1.5 (a) N/A - not applicable. These awards are no longer being issued after the IPO in November 2020. |
Schedule of Pre-IPO Restricted Stock Units Activity | A summary of the activity for the years ended December 31, 2021, 2020 and 2019 related to the restricted stock distributed to the Company service providers in respect of the pre-IPO awards (Class B-1, B-2 and C Units) is presented below: Restricted Stock - Pre-IPO B-1 Restricted Stock - Pre-IPO B-2 Pre-IPO C Units At January 1, 2019 32,184,134 16,501,827 4 Granted 3,387,500 987,500 — Forfeited (4,028,843) (2,478,071) — Vested (17,092,528) — (4) At December 31, 2019 14,450,263 15,011,256 — Granted 11,450,000 — Forfeited (84,390) (407,381) — Vested (11,049,597) — — At IPO November 20, 2020 14,766,276 14,603,875 — Converted at IPO (1) 2,309,348 3,497,138 — Forfeited — (1,173,805) — Vested (108,109) — — At December 31, 2020 2,201,239 2,323,333 — Forfeited (72,467) (299,374) — Vested (922,683) — — At December 31, 2021 1,206,089 2,023,959 — ( 1 ) |
Schedule of Share-based Payment Arrangement, Pre-IPO Awards | The following table provides a summary of the weighted average unit grant date fair value, weighted average remaining contractual term, total compensation cost and unrecognized compensation cost for the pre-IPO awards: December 31, 2021 Restricted Stock - Pre-IPO B-1 Restricted Stock - Pre-IPO B-2 All Awards ( dollars in millions, except per award values) Weighted average grant date fair value per unit of unvested units (a) $ 4.99 $ 1.34 $ 2.70 Weighted average remaining contractual term 3.1 years N/A N/A Total compensation cost recognized during 2021 $ 2.6 $ — $ 2.6 Unrecognized compensation expense at December 31, 2021 $ 6.6 $ — $ 6.6 (a) Due to the in-kind distribution of shares of our common stock in connection with our IPO described above, the weighted average grant date fair value per unit is not comparable to the IPO share price. |
Schedule of Stock Options, Valuation Assumptions | Weighted-average grant-date fair values of stock options and the assumptions used in estimating the fair values are as follows: For the year ended December 31, 2021 2020 Weighted average grant date fair value per share $ 9.08 $ 8.54 Expected term (years) 6.3 years 6.3 years Risk-free interest rate 1.2 % 0.5 % Expected volatility 37.5 % 37.5 % |
Schedule of Stock Option Activity | Stock options have a four Number of Shares Weighted-average Exercise Price Remaining Contractual Life Aggregate Intrinsic Value (m illions of U.S. dollars ) Outstanding at the beginning of the year 2,389,258 $ 23.00 Granted 82,208 23.65 Forfeited (48,200) 23.06 Exercised (10) 23.57 Outstanding at the end of the year 2,423,256 $ 23.02 8.9 years $ 1.3 Exercisable at the end of the year 586,110 $ 23.00 8.9 years $ 0.3 Unvested at the end of the year 1,837,146 $ 23.03 8.9 years $ 1.0 |
Schedule of Restricted Stock Activity | RSUs generally vest ratably over a period of one to four years and are valued based on the closing stock price on the date of grant. The following table summarizes our unvested RSUs activity: Number of Shares Weighted-average Grant Date Fair Value Unvested at the beginning of the year 771,276 $ 23.00 Granted 120,422 24.02 Forfeited (29,071) 23.05 Vested (222,505) 22.89 Unvested at the end of the year 640,122 $ 23.19 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Our basic and diluted earnings per Common Share are calculated as follows: Year Ended in thousands of U.S. dollars and share amounts (except per share amounts) December 31, 2021 December 31, 2020 December 31, 2019 Earnings (loss): Net income (loss) $ 117,121 $ (37,491) $ (20,425) Less: Net income attributable to noncontrolling interests 239 1,126 425 Less: Allocation to participating securities 1,524 — — Net income (loss) attributable to Sotera Health Company common stockholders $ 115,358 $ (38,617) $ (20,850) Weighted Average Common Shares: Weighted-average common shares outstanding - basic 279,228 237,696 232,400 Dilutive effect of potential common shares 154 — — Weighted-average common shares outstanding - diluted 279,382 237,696 232,400 Earnings (loss) per Common Share: Net income (loss) per common share attributable to Sotera Health Company common shareholders - basic $ 0.41 $ (0.16) $ (0.09) Net income (loss) per common share attributable to Sotera Health Company common shareholders - diluted 0.41 (0.16) (0.09) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Diluted earnings per shares does not consider the following potential common shares as the effect would be anti-dilutive: Year Ended in thousands of share amounts December 31, 2021 December 31, 2020 December 31, 2019 Stock options 2,403 2,201 N/A RSUs 4 771 N/A Total anti-dilutive securities 2,407 2,972 N/A N/A - For the year ended December 31, 2019, there were no potentially dilutive common shares outstanding. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Expense | The components of lease expense were as follows: Year Ended (thousands of U.S. dollars) December 31, 2021 December 31, 2020 Operating lease costs (a) $ 15,433 $ 14,403 Finance lease costs: Amortization of right of use assets 3,018 2,617 Interest on lease liabilities 2,506 1,967 Total finance lease costs 5,524 4,584 Total lease costs $ 20,957 $ 18,987 (a) Includes $0.9 million and $1.0 million of short-term lease costs in the year ended December 31, 2021 and 2020, respectively. Supplemental cash flow information related to leases was as follows: Year Ended (thousands of U.S. dollars) December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 12,494 $ 12,732 Operating cash flow for finance leases 2,042 2,118 Finance cash flows for finance leases 901 1,498 |
Schedule of Lease Term and Discount Rate | Lease terms and discount rates were as follows: Year Ended December 31, 2021 December 31, 2020 Weighted average remaining lease term: Operating leases 6.3 years 6.5 years Finance leases 15.6 years 16.0 years Weighted average discount rate: Operating leases 6.09 % 6.10 % Finance leases 5.91 % 6.05 % |
Schedule of Maturity, Operating Lease | Maturities of lease liabilities as of December 31, 2021 are as follows: (thousands of U.S. dollars) Operating Leases Finance Leases Total 2022 $ 11,461 $ 3,433 $ 14,894 2023 9,503 3,738 13,241 2024 6,686 3,793 10,479 2025 4,865 3,840 8,705 2026 4,522 3,737 8,259 2027 and Thereafter 14,401 45,318 59,719 Total lease payments 51,438 63,859 115,297 Less imputed interest (9,132) (21,822) (30,954) Total lease liabilities $ 42,306 $ 42,037 $ 84,343 |
Schedule of Maturity, Finance Lease | Maturities of lease liabilities as of December 31, 2021 are as follows: (thousands of U.S. dollars) Operating Leases Finance Leases Total 2022 $ 11,461 $ 3,433 $ 14,894 2023 9,503 3,738 13,241 2024 6,686 3,793 10,479 2025 4,865 3,840 8,705 2026 4,522 3,737 8,259 2027 and Thereafter 14,401 45,318 59,719 Total lease payments 51,438 63,859 115,297 Less imputed interest (9,132) (21,822) (30,954) Total lease liabilities $ 42,306 $ 42,037 $ 84,343 |
Asset Retirement Obligations _2
Asset Retirement Obligations (“ARO”) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Asset Retirement Obligations | The following table describes changes to our ARO liability during the years presented: (thousands of U.S. dollars) For the Year Ended 2021 2020 ARO – beginning of period $ 45,633 $ 45,196 Liabilities settled (a) (5,651) (2,200) Changes in estimates 183 620 Accretion expense 2,252 1,997 Foreign currency exchange and other 35 20 ARO – end of period 42,452 45,633 Less current portion of ARO 619 620 Noncurrent ARO – end of period $ 41,833 $ 45,013 (a) For the year ended December 31, 2021, includes a $5.1 million non-cash gain arising from derecognition of an ARO liability no longer attributable to Nordion pursuant to the terms of the sale of the Medical Isotopes business in 2018. As of December 31, 2021, Nordion is no longer legally responsible for future decommissioning of the medical isotope assets sold to BWXT. |
Financial Instruments and Fin_2
Financial Instruments and Financial Risk (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table provides a summary of the notional and fair values of our derivative instruments: December 31, 2021 December 31, 2020 (in U.S. Dollars; notional in millions, fair value in thousands) Fair Value Fair Value Notional Amount Derivative Assets Derivative Liabilities Notional Amount Derivative Assets Derivative Liabilities Derivatives designated as hedging instruments Interest rate caps $ 1,000.0 (a) $ 2,322 $ — $ — $ — $ — Derivatives not designated as hedging instruments Interest rate caps 1,500.0 1,654 — 1,500.0 7 — Embedded derivatives 144.4 (b) 496 — 83.3 — 670 Total $ 2,644.4 $ 4,472 $ — $ 1,583.3 $ 7 $ 670 (a) $1,000.0 million notional amount of interest rate caps designated as hedging instruments have a forward start date beginning on December 31, 2022. (b) Represents the total notional amounts for certain of the Company’s supply and sales contracts accounted for as embedded derivatives. |
Schedule of Derivative Instruments, Gain (Loss) | The following tables summarize the activities of our derivative instruments not designated as hedging instruments for the periods presented, and the amounts recorded in the related line item in the Consolidated Statements of Operations and Comprehensive Income (Loss): (thousands of U.S. dollars) Year Ended December 31, 2021 2020 2019 Unrealized (gain) loss on interest rate derivatives recorded in interest expense, net $ (1,185) $ 250 $ 335 Unrealized gain on embedded derivatives recorded in other income, net (1,195) (3,073) (1,200) Realized (gain) loss on foreign currency forward contracts recorded in foreign exchange loss (gain) (1,900) 2,751 — The following table summarizes the net gains (losses) on our cash flow hedges recognized in “Other comprehensive income (loss)” during the period and net gains (losses) reclassified from “Accumulated other comprehensive income” into income. (thousands of U.S. dollars) Year Ended December 31, 2021 2020 2019 Unrealized gain (loss) on interest rate derivatives recorded in other comprehensive income $ 404 $ (5,234) $ 179 Amounts reclassified from accumulated other comprehensive income (loss) to interest expense, net — 5,055 — |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table discloses our financial assets (liabilities) measured at fair value on a recurring basis: As of December 31, 2021 Fair Value (thousands of U.S. dollars) Carrying Amount Level 1 Level 2 Level 3 Derivatives designated as hedging instruments (a) Derivative assets - interest rate caps $ 2,322 $ — $ 2,322 $ — Derivatives not designated as hedging instruments (b) Derivative assets - interest rate caps 1,654 — 1,654 — Embedded derivative assets (liabilities) 496 — 496 — Long-Term Debt (c) Term loan, due 2026 1,743,090 — 1,754,285 — Other long-term debt 444 — 444 — Finance Lease Obligations (with current portion) (d) 42,037 — 42,037 — As of December 31, 2020 Fair Value (thousands of U.S. dollars) Carrying Amount Level 1 Level 2 Level 3 Derivatives not designated as hedging instruments (b) Derivative assets - interest rate caps $ 7 $ — $ 7 $ — Embedded derivative assets (liabilities) (670) — (670) — Long-Term Debt (c) Term loan, due 2026 1,728,018 — 1,772,180 — Senior notes, due 2026 96,329 — 99,863 — Other long-term debt 442 — 442 — Finance Lease Obligations (with current portion) (d) 36,112 — 36,112 — (a) Derivatives designated as hedging instruments are measured at fair value with changes in fair value recorded as a component of accumulated other comprehensive income (loss). Additional information is provided in Note 1, “Significant Accounting Policies”. Interest swaps are valued using pricing models that incorporate observable market inputs including interest rate curves and yield curves. (b) Derivatives that are not designated as hedging instruments are measured at fair value with gains or losses recognized immediately in earnings in the Consolidated Statements of Operations and Comprehensive Income (Loss). Refer also to Note 1, “Significant Accounting Policies”. Interest rate caps are valued using pricing models that incorporate observable market inputs including interest rate and yield curves. Embedded derivatives are valued using internally developed models that rely on observable market inputs including foreign currency forward curves. (c) Carrying amounts of long-term debt instruments are reported net of discounts and debt issuance costs. The estimated fair value of these instruments is based on information provided by the agent under the Company’s senior secured credit facility. Fair value approximates carrying value for “Other long-term debt.” (d) Refer to Note 18, “Leases”. Fair value approximates carrying value. |
Schedule of Fair Value, Assets and Liabilities Measured on Nonrecurring Basis | The following table discloses our financial assets (liabilities) measured at fair value on a recurring basis: As of December 31, 2021 Fair Value (thousands of U.S. dollars) Carrying Amount Level 1 Level 2 Level 3 Derivatives designated as hedging instruments (a) Derivative assets - interest rate caps $ 2,322 $ — $ 2,322 $ — Derivatives not designated as hedging instruments (b) Derivative assets - interest rate caps 1,654 — 1,654 — Embedded derivative assets (liabilities) 496 — 496 — Long-Term Debt (c) Term loan, due 2026 1,743,090 — 1,754,285 — Other long-term debt 444 — 444 — Finance Lease Obligations (with current portion) (d) 42,037 — 42,037 — As of December 31, 2020 Fair Value (thousands of U.S. dollars) Carrying Amount Level 1 Level 2 Level 3 Derivatives not designated as hedging instruments (b) Derivative assets - interest rate caps $ 7 $ — $ 7 $ — Embedded derivative assets (liabilities) (670) — (670) — Long-Term Debt (c) Term loan, due 2026 1,728,018 — 1,772,180 — Senior notes, due 2026 96,329 — 99,863 — Other long-term debt 442 — 442 — Finance Lease Obligations (with current portion) (d) 36,112 — 36,112 — (a) Derivatives designated as hedging instruments are measured at fair value with changes in fair value recorded as a component of accumulated other comprehensive income (loss). Additional information is provided in Note 1, “Significant Accounting Policies”. Interest swaps are valued using pricing models that incorporate observable market inputs including interest rate curves and yield curves. (b) Derivatives that are not designated as hedging instruments are measured at fair value with gains or losses recognized immediately in earnings in the Consolidated Statements of Operations and Comprehensive Income (Loss). Refer also to Note 1, “Significant Accounting Policies”. Interest rate caps are valued using pricing models that incorporate observable market inputs including interest rate and yield curves. Embedded derivatives are valued using internally developed models that rely on observable market inputs including foreign currency forward curves. (c) Carrying amounts of long-term debt instruments are reported net of discounts and debt issuance costs. The estimated fair value of these instruments is based on information provided by the agent under the Company’s senior secured credit facility. Fair value approximates carrying value for “Other long-term debt.” (d) Refer to Note 18, “Leases”. Fair value approximates carrying value. |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Financial information for each of our segments is presented in the following table: Year Ended December 31, (thousands of U.S. dollars) 2021 2020 2019 Segment revenues (a) Sterigenics $ 571,829 $ 498,773 $ 471,708 Nordion 140,507 114,745 116,165 Nelson Labs 219,142 204,640 190,454 Total net revenues $ 931,478 $ 818,158 $ 778,327 Segment income (b) Sterigenics $ 310,470 $ 266,639 $ 244,904 Nordion 82,673 66,803 62,196 Nelson Labs 88,086 86,417 72,832 Total segment income $ 481,229 $ 419,859 $ 379,932 (a) Revenues are reported net of intersegment sales. Our Nordion segment recognized $34.1 million, $38.6 million and $40.9 million in revenues from sales to our Sterigenics segment for the year ended December 31, 2021, 2020 and 2019, respectively, that is not reflected in net revenues in the table above. Intersegment sales for Sterigenics and Nelson Labs are immaterial for all periods presented. (b) Segment income is only provided on a net basis to the chief operating decision maker and is reported net of intersegment profits. Capital expenditures by segment for the years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, (thousands of U.S. dollars) 2021 2020 2019 Sterigenics $ 73,753 $ 42,164 $ 51,123 Nordion 21,292 4,655 2,034 Nelson Labs 7,117 6,688 4,100 Total capital expenditures $ 102,162 $ 53,507 $ 57,257 |
Schedule of Reconciliation of Operating Profit (Loss) from Segments to Consolidated | A reconciliation of segment income to consolidated income (loss) before taxes is as follows: (thousands of U.S. dollars) Year Ended December 31, 2021 2020 2019 Segment income $ 481,229 $ 419,859 $ 379,932 Less adjustments: Interest expense, net 74,192 215,259 157,729 Depreciation and amortization (a) 150,902 143,564 146,719 Impairment of long-lived assets and intangible assets (b) — — 5,792 Share-based compensation (c) 13,870 10,987 16,882 Capital restructuring bonuses (d) — 2,702 2,040 (Gain) loss on foreign currency and embedded derivatives (e) (58) (8,454) 2,662 Acquisition and divestiture related charges, net (f) (6,018) 3,932 (318) Business optimization project expenses (g) 948 2,524 4,195 Plant closure expenses (h) 2,327 2,649 1,712 Loss on extinguishment of debt (i) 20,681 44,262 30,168 Professional services relating to EO sterilization facilities (j) 45,656 36,671 11,216 Accretion of asset retirement obligations (k) 2,252 1,946 2,051 COVID-19 expenses (l) 761 2,677 — Consolidated income (loss) before taxes $ 175,716 $ (38,860) $ (916) (a) Includes depreciation of Co-60 held at gamma irradiation sites. (b) Impairment charges related to the decision to not reopen the Willowbrook, Illinois facility in September 2019. (c) Includes non-cash share-based compensation expense. 2019 also includes $10.0 million of one-time cash share-based compensation expense related to the pre-IPO Class C Units, which vested in the third quarter of 2019. See Note 16, “Share-Based Compensation” for further information. (d) Represents cash bonuses for members of management relating to the IPO and the December 2019 refinancing. (e) 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. (f) Represents (i) certain direct and incremental costs related to the acquisitions of RCA, the noncontrolling interests in our China subsidiaries, and BioScience Labs in 2021; Iotron in July 2020; Nelson Labs Fairfield in 2018 (including the first quarter 2021 gain on the mandatorily redeemable noncontrolling interest), and certain related integration efforts as a result of those acquisitions, (ii) the earnings impact of fair value adjustments (excluding those recognized within amortization expense) resulting from the businesses acquired, (iii) transition services income and non-cash deferred lease income associated with the terms of the divestiture of the Medical Isotopes business in 2018, (iv) a $3.4 million gain recognized in the third quarter of 2021 related to the settlement of an insurance claim for Nordion, and (v) a $5.1 million non-cash gain arising from the derecognition of an ARO liability no longer attributable to Nordion pursuant to the terms of the sale of the Medical Isotopes business in 2018. (g) Represents professional fees, contract termination and exit costs, severance and other payroll costs, and other costs associated with business optimization and cost savings projects relating to the integration of acquisitions, the Sotera Health rebranding, operating structure realignment and other process enhancement projects. (h) Represents professional fees, severance and other payroll costs, and other costs including ongoing lease and utility expenses associated with the closure of the Willowbrook, Illinois facility. (i) Represents expenses incurred in connection with the repricing of our Term Loan in January 2021, full redemption of the First Lien Notes in August 2021, paydown of debt following the November 2020 IPO, and refinancing of our debt capital structure in December 2019, including accelerated amortization of prior debt issuance and discount costs, premiums paid in connection with early extinguishment and debt issuance and discount costs incurred for the new debt. (j) Represents professional fees related to litigation associated with our EO sterilization facilities and other related professional fees. See Note 20, “Commitments and Contingencies”. (k) Represents non-cash accretion of asset retirement obligations related to Co-60 and gamma processing facilities, which are based on estimated site remediation costs for any future decommissioning of these facilities (without regard for whether the decommissioning services would be performed by employees of Nordion, instead of by a third party) and are accreted over the life of the asset. (l) Represents non-recurring costs associated with the COVID-19 pandemic, including incremental costs to implement workplace health and safety measures. For the year ended December 31, 2020, costs also included donations to related charitable causes and special bonuses for front-line personnel working on-site during lockdown periods. |
Schedule f Revenue from External Customers by Geographic Areas | Net revenues for geographic area are reported by the country’s origin of the revenues. (thousands of U.S. dollars) Year Ended December 31, 2021 2020 2019 United States $ 527,907 $ 490,498 $ 473,958 Canada 177,875 135,938 130,469 Europe 161,810 135,720 122,606 Other 63,886 56,002 51,294 Total $ 931,478 $ 818,158 $ 778,327 |
Schedule of Long-lived Assets by Geographic Areas | Long-lived assets are based on physical locations and are comprised of the net book value of property, plant, and equipment. (thousands of U.S. dollars) As of December 31, 2021 2020 United States $ 323,528 $ 305,137 Europe 135,025 141,668 Canada 128,538 97,996 Other 63,706 65,013 Total $ 650,797 $ 609,814 |
Significant Accounting Polici_4
Significant Accounting Policies - Noncontrolling Interest (Details) - subsidiary | May 18, 2021 | Mar. 11, 2021 | Aug. 31, 2018 | Jun. 30, 2021 |
Nelson Fairfield | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Percent of purchase of interest | 15.00% | 85.00% | ||
China | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Number of subsidiaries with non-controlling interest | 2 | 2 | ||
China | Subsidiary One | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Percent of purchase of interest | 15.00% | 15.00% | ||
China | Subsidiary Two | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Percent of purchase of interest | 33.00% | 33.00% |
Significant Accounting Polici_5
Significant Accounting Policies - Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Undepreciated software costs | $ 2,800 | $ 3,800 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 64,160 | 63,309 | $ 66,671 |
Co-60 | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 20 years | ||
Software purchases and software development | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Software purchases and software development | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Buildings and building improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 15 years | ||
Buildings and building improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 44 years | ||
Machinery and equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Machinery and equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 30 years | ||
Leasehold improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 2 years | ||
Leasehold improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 20 years | ||
Furniture and fixtures | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Furniture and fixtures | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 10 years | ||
Computer hardware and software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 2,600 | $ 2,400 | $ 3,000 |
Computer hardware and software | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 1 year | ||
Computer hardware and software | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 7 years |
Significant Accounting Polici_6
Significant Accounting Policies - Estimated Useful Life (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Land-use rights | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 41 years |
Customer contracts and related relationships | Minimum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 7 years |
Customer contracts and related relationships | Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 20 years |
Proprietary technology | Minimum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 3 years |
Proprietary technology | Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 20 years |
Trade names | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 8 years |
Sealed source and supply agreements | Minimum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 7 years |
Sealed source and supply agreements | Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 20 years |
Significant Accounting Polici_7
Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||||
Reporting unit, percentage of fair value in excess of carrying amount | 50.00% | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 586,096 | $ 454,574 | $ (641,132) | $ 45,491 | ||
Retained Earnings / (Accumulated Deficit) | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (472,246) | $ (589,128) | $ (550,511) | (10,417) | ||
Cumulative Effect, Period of Adoption, Adjustment | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,635 | |||||
Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings / (Accumulated Deficit) | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 2,600 | $ 2,635 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total net revenues | $ 931,478 | $ 818,158 | $ 778,327 |
Customer contract assets | 15,565 | 12,670 | |
Deferred revenue | 8,669 | 6,056 | |
Point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 710,964 | 613,518 | 587,873 |
Over time | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 220,514 | 204,640 | 190,454 |
Sterigenics | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 571,829 | 498,773 | 471,708 |
Sterigenics | Point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 571,829 | 498,773 | 471,708 |
Sterigenics | Over time | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 0 | 0 | 0 |
Nordion | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 140,507 | 114,745 | 116,165 |
Nordion | Point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 139,135 | 114,745 | 116,165 |
Nordion | Over time | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 1,372 | 0 | 0 |
Nelson Labs | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 219,142 | 204,640 | 190,454 |
Nelson Labs | Point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 0 | 0 | 0 |
Nelson Labs | Over time | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | $ 219,142 | $ 204,640 | $ 190,454 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | Nov. 04, 2021USD ($) | May 18, 2021USD ($)subsidiary | Mar. 11, 2021USD ($) | Mar. 08, 2021USD ($) | Jul. 31, 2020USD ($) | Aug. 31, 2018 | Jun. 30, 2021subsidiary | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 1,115,936 | $ 1,120,320 | $ 1,115,936 | $ 1,035,865 | ||||||||
Decrease from redemptions or purchase of interests | $ 2,800 | 8,578 | ||||||||||
Payments to acquire businesses, net of cash acquired | 13,530 | 0 | 0 | |||||||||
Total net revenues | 931,478 | 818,158 | 778,327 | |||||||||
Net income | 116,882 | (38,617) | $ (20,850) | |||||||||
Iotron | Unnamed E-Beam Joint Venture | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Ownership percentage | 60.00% | |||||||||||
Additional Paid-In Capital | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Decrease from redemptions or purchase of interests | $ 5,800 | 5,772 | ||||||||||
Nelson Fairfield | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percent of purchase of interest | 15.00% | 85.00% | ||||||||||
China | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of subsidiaries with non-controlling interest | subsidiary | 2 | 2 | ||||||||||
Purchase price | $ 8,600 | |||||||||||
Amount of demand note cancelled | $ 800 | |||||||||||
Percent of consideration transferred on acquisition date | 90.00% | |||||||||||
Post-closing payment outstanding | $ 200 | |||||||||||
China | China Subsidiaries | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Ownership percentage by parent | 100.00% | |||||||||||
China | Subsidiary One | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percent of purchase of interest | 15.00% | 15.00% | ||||||||||
China | Subsidiary Two | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percent of purchase of interest | 33.00% | 33.00% | ||||||||||
Customer relationships | Minimum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life | 7 years | |||||||||||
Customer relationships | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life | 20 years | |||||||||||
Regulatory Compliance Associates Inc. (“RCA”) | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 31,000 | |||||||||||
Cash acquired from acquisition | $ 500 | |||||||||||
Goodwill | $ 20,600 | |||||||||||
Regulatory Compliance Associates Inc. (“RCA”) | Customer relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite-lived intangibles | 12,500 | |||||||||||
BioScience | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 8,400 | |||||||||||
Payments to acquire businesses, net of cash acquired | $ 13,500 | |||||||||||
Cash acquired | 200 | |||||||||||
Liabilities incurred | $ 1,900 | |||||||||||
Nelson Fairfield | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 12,400 | |||||||||||
Mandatorily redeemable noncontrolling interest | 13,600 | 13,600 | ||||||||||
Iotron | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 105,200 | |||||||||||
Goodwill | 69,046 | 49,599 | 49,599 | |||||||||
Goodwill acquired | 49,600 | |||||||||||
Goodwill deductible amount | $ 49,600 | |||||||||||
Total net revenues | 9,900 | |||||||||||
Net income | $ 3,100 | |||||||||||
Acquisition related costs | $ 3,100 | |||||||||||
Iotron | Minimum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life | 5 years | |||||||||||
Iotron | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life | 15 years | |||||||||||
Iotron | First Lien Notes due 2026 | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Proceeds from issuance of debt | $ 100,000 | |||||||||||
Iotron | Customer relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite-lived intangibles | 39,100 | |||||||||||
Iotron | Employee non-compete agreements | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite-lived intangibles | $ 3,600 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,115,936 | $ 1,120,320 | $ 1,115,936 | $ 1,035,865 | |
Iotron | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 49,599 | 49,599 | $ 69,046 | ||
Intangibles | 42,700 | 42,700 | 16,427 | ||
Property, plant, and equipment | 18,158 | 18,158 | 13,812 | ||
Working capital, net | 1,117 | 1,117 | 1,115 | ||
Investment in unconsolidated affiliate | 8,700 | 8,700 | 12,881 | ||
Assumed long-term liabilities | (2,248) | (2,248) | (2,248) | ||
Other assets/liabilities, net | (12,839) | (12,839) | (5,846) | ||
Total purchase price | 105,187 | 105,187 | $ 105,187 | ||
Measurement Period Adjustments | |||||
Goodwill | (19,447) | $ (19,447) | $ 69,046 | ||
Intangibles | 26,273 | ||||
Property, plant, and equipment | 4,346 | ||||
Working capital, net | 2 | ||||
Investment in unconsolidated affiliate | (4,181) | ||||
Assumed long-term liabilities | 0 | ||||
Other assets/liabilities, net | (6,993) | ||||
Total purchase price | $ 0 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Net revenues | $ 832,989 | $ 798,098 |
Net income | $ (34,687) | $ (21,963) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 41,514 | $ 29,114 |
Work-in-process | 3,919 | 846 |
Finished goods | 8,979 | 4,256 |
Inventories, gross | 54,412 | 34,216 |
Reserve for excess and obsolete inventory | (124) | (123) |
Inventories, net | $ 54,288 | $ 34,093 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid taxes | $ 24,937 | $ 22,883 |
Prepaid business insurance | 10,707 | 10,403 |
Prepaid rent | 920 | 1,170 |
Customer contract assets | 15,565 | 12,670 |
Insurance and indemnification receivables | 3,144 | 2,751 |
Current deposits | 623 | 673 |
Prepaid maintenance contracts | 279 | 404 |
Value added tax receivable | 2,512 | 2,094 |
Prepaid software licensing | 2,055 | 1,181 |
Stock supplies | 3,374 | 2,715 |
Embedded derivative assets | 496 | 0 |
Other | 7,311 | 8,020 |
Prepaid expenses and other current assets | $ 71,923 | $ 64,964 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,041,191 | $ 951,364 |
Less accumulated depreciation | (390,394) | (341,550) |
Property, plant and equipment, net | 650,797 | 609,814 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 295,780 | 289,692 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 54,200 | 51,398 |
Machinery, equipment, including Co-60 | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 506,938 | 480,276 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 7,489 | 6,887 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 40,751 | 40,706 |
Asset retirement costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,164 | 3,914 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 131,869 | $ 78,491 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization | $ 64,200 | $ 63,300 | $ 66,700 | |
Capitalized interest | 1,100 | 700 | 100 | |
Property, Plant and Equipment [Line Items] | ||||
Assets | $ 2,789,502 | $ 2,761,279 | ||
Facility Closing | ||||
Property, Plant and Equipment [Line Items] | ||||
Assets | $ 9,800 | |||
Fixed asset impairment | 5,800 | |||
Severance costs | $ 1,100 | |||
Facility Closing | Construction-in-progress | ||||
Property, Plant and Equipment [Line Items] | ||||
Assets | $ 1,800 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 1,115,936 | $ 1,035,865 | |
Changes due to foreign currency exchange rates | (5,161) | 11,025 | |
Ending balance | $ 1,115,936 | 1,120,320 | 1,115,936 |
Iotron | |||
Goodwill [Roll Forward] | |||
Beginning balance | 69,046 | 49,599 | |
Acquisition measurement period adjustments | (19,447) | (19,447) | 69,046 |
Ending balance | 49,599 | 49,599 | |
BioScience | |||
Goodwill [Roll Forward] | |||
Acquisition measurement period adjustments | 8,354 | ||
Ending balance | 8,400 | ||
RCA | |||
Goodwill [Roll Forward] | |||
Acquisition measurement period adjustments | 20,638 | ||
Sterigenics | |||
Goodwill [Roll Forward] | |||
Beginning balance | 683,481 | 612,689 | |
Changes due to foreign currency exchange rates | (3,291) | 1,746 | |
Ending balance | 683,481 | 660,743 | 683,481 |
Sterigenics | Iotron | |||
Goodwill [Roll Forward] | |||
Acquisition measurement period adjustments | (19,447) | 69,046 | |
Sterigenics | BioScience | |||
Goodwill [Roll Forward] | |||
Acquisition measurement period adjustments | 0 | ||
Sterigenics | RCA | |||
Goodwill [Roll Forward] | |||
Acquisition measurement period adjustments | 0 | ||
Nordion | |||
Goodwill [Roll Forward] | |||
Beginning balance | 287,932 | 281,890 | |
Changes due to foreign currency exchange rates | 973 | 6,042 | |
Ending balance | 287,932 | 288,905 | 287,932 |
Nordion | Iotron | |||
Goodwill [Roll Forward] | |||
Acquisition measurement period adjustments | 0 | 0 | |
Nordion | BioScience | |||
Goodwill [Roll Forward] | |||
Acquisition measurement period adjustments | 0 | ||
Nordion | RCA | |||
Goodwill [Roll Forward] | |||
Acquisition measurement period adjustments | 0 | ||
Nelson Labs | |||
Goodwill [Roll Forward] | |||
Beginning balance | 144,523 | 141,286 | |
Changes due to foreign currency exchange rates | (2,843) | 3,237 | |
Ending balance | $ 144,523 | 170,672 | 144,523 |
Nelson Labs | Iotron | |||
Goodwill [Roll Forward] | |||
Acquisition measurement period adjustments | 0 | $ 0 | |
Nelson Labs | BioScience | |||
Goodwill [Roll Forward] | |||
Acquisition measurement period adjustments | 8,354 | ||
Nelson Labs | RCA | |||
Goodwill [Roll Forward] | |||
Acquisition measurement period adjustments | $ 20,638 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,015,408 | $ 977,791 |
Accumulated Amortization | 524,507 | 442,391 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 107,943 | 107,966 |
Total | 1,123,351 | 1,085,757 |
Regulatory licenses and other | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 82,110 | 81,832 |
Renewal term | 10 years | |
Trade names / trademarks | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 25,833 | 26,134 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 668,628 | 634,454 |
Accumulated Amortization | 365,935 | 309,428 |
Proprietary technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 88,826 | 90,964 |
Accumulated Amortization | 44,866 | 38,075 |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 145 | 156 |
Accumulated Amortization | 116 | 105 |
Land-use rights | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,744 | 9,489 |
Accumulated Amortization | 1,586 | 1,311 |
Sealed source and supply agreements | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 241,611 | 240,791 |
Accumulated Amortization | 109,838 | 92,953 |
Other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,454 | 1,937 |
Accumulated Amortization | $ 2,166 | $ 519 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 86,742 | $ 80,254 | $ 80,048 |
Finite-lived intangible assets, remaining amortization period | 9 years 6 months | ||
Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 86,800 | 80,300 | 80,000 |
Other | Selling, General and Administrative Expenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 63,800 | $ 59,000 | $ 58,500 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 81,955 |
2023 | 81,536 |
2024 | 80,759 |
2025 | 43,070 |
2026 | 22,973 |
Thereafter | 180,608 |
Total | $ 490,901 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation | $ 33,334 | $ 34,760 |
Legal reserves | 3,259 | 2,751 |
Accrued interest expense | 10,755 | 186 |
Embedded derivatives | 0 | 670 |
Professional fees | 4,314 | 12,686 |
Accrued utilities | 1,797 | 1,864 |
Insurance accrual | 2,068 | 1,255 |
Accrued taxes | 2,209 | 2,599 |
Other | 4,125 | 3,747 |
Accrued liabilities | $ 61,861 | $ 60,518 |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Total long-term debt | $ 1,763,550 | $ 1,863,550 | |
Less current portion | 0 | ||
Less unamortized debt issuance costs and debt discounts | (20,016) | (38,761) | $ (13,500) |
Total | 1,743,534 | 1,824,789 | |
Term Loan | Term loan, due 2026 | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 1,763,100 | 1,763,100 | |
Senior Notes | Senior notes, due 2026 | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 0 | 100,000 | |
Other long-term debt | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 450 | $ 450 |
Long-Term Debt - Senior Secured
Long-Term Debt - Senior Secured Credit Facilities (Details) - USD ($) | Mar. 26, 2021 | Jan. 20, 2021 | Jan. 19, 2021 | Dec. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 06, 2022 | Dec. 17, 2020 | Dec. 16, 2020 | Jul. 31, 2020 | Mar. 31, 2020 |
Debt Instrument [Line Items] | ||||||||||||
Total long-term debt | $ 1,763,550,000 | $ 1,863,550,000 | ||||||||||
Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unused borrowing capacity | $ 278,400,000 | |||||||||||
Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Extinguishment of debt | $ 1,659,000,000 | |||||||||||
Senior Secured Credit Facilities | Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issuance costs | 2,700,000 | 3,400,000 | ||||||||||
Debt discount | 17,300,000 | 31,600,000 | ||||||||||
Term loan, due 2026 | Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total long-term debt | $ 1,763,100,000 | $ 1,763,100,000 | ||||||||||
Weighted average interest rate | 3.44% | 5.67% | ||||||||||
Effective reduction in current interest rates | 2.25% | |||||||||||
Term loan, due 2026 | Term Loan | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 2.75% | 4.50% | ||||||||||
Variable rate floor | 0.50% | 1.00% | ||||||||||
Write-off of unamortized debt issuance costs and debt discounts | $ 11,300,000 | |||||||||||
Additional expense | $ 2,900,000 | |||||||||||
First Lien Notes due 2026 | Secured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Weighted average interest rate | 7.00% | |||||||||||
Variable rate floor | 1.00% | |||||||||||
First Lien Notes due 2026 | Secured Debt | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 2.75% | 6.00% | ||||||||||
First Lien Notes due 2026 | Secured Debt | Alternative Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 1.75% | |||||||||||
First Lien Notes due 2026 | Secured Debt | Eurodollar | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 3.50% | |||||||||||
First Lien Notes due 2026 | Secured Debt | Eurodollar | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 4.00% | |||||||||||
Revolving Credit Facility | Senior Secured Credit Facilities | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 347,500,000 | $ 190,000,000 | ||||||||||
Total long-term debt | $ 0 | $ 0 | $ 50,000,000 | |||||||||
Weighted average interest rate | 5.00% | |||||||||||
Debt Instrument, Maximum Net Leverage Ratio Covenant | 9 | |||||||||||
Aggregate Amount Of Letter Of Credit Disbursements As Amount Of Aggregate Principal Amount Of Revolving Commitments | $ 139,000,000 | |||||||||||
Aggregate Amount Of Letter Of Credit Disbursements As Percent Of Aggregate Principal Amount Of Revolving Commitments | 40.00% | |||||||||||
Capitalized debt issuance costs | $ 0 | |||||||||||
Extinguishment of debt | $ 50,000,000 | |||||||||||
Letters of credit outstanding, amount | $ 113,800,000 | |||||||||||
Unused borrowing capacity | $ 233,700,000 | |||||||||||
Revolving Credit Facility | Senior Secured Credit Facilities | Alternative Base Rate | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 2.50% | |||||||||||
Revolving Credit Facility | Senior Secured Credit Facilities | Alternative Base Rate | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 3.00% |
Long-Term Debt - Lien Notes (De
Long-Term Debt - Lien Notes (Details) - USD ($) | Mar. 26, 2021 | Dec. 14, 2020 | Jul. 31, 2020 | Dec. 13, 2019 | Dec. 31, 2020 | Nov. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2021 |
Secured Debt | First Lien Notes due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 100,000,000 | |||||||
Redemption premium | 3,000,000 | |||||||
Wrote off of debt issuance and discount costs | $ 3,400,000 | |||||||
Variable rate floor | 1.00% | |||||||
Weighted average interest rate | 7.00% | |||||||
Secured Debt | First Lien Notes due 2026 | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.75% | 6.00% | ||||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Extinguishment of debt | $ 1,659,000,000 | |||||||
Term Loan | Second Lien Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate floor | 1.00% | |||||||
Weighted average interest rate | 9.35% | |||||||
Extinguishment of debt | $ 770,000,000 | $ 770,000,000 | $ 770,000,000 | $ 341,000,000 | ||||
Term Loan | Second Lien Notes | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 8.00% |
Long-Term Debt - Repayments of
Long-Term Debt - Repayments of Debt (Details) - USD ($) $ in Thousands | Dec. 14, 2020 | Dec. 13, 2019 | Dec. 31, 2020 | Nov. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs and debt discounts | $ 38,761 | $ 13,500 | $ 20,016 | |||
Write-off of debt premium | 14,600 | |||||
Second Lien Notes | ||||||
Debt Instrument [Line Items] | ||||||
Write-off of debt premium | 15,400 | |||||
Term Loan and Second Lien Notes | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs and debt discounts | 28,900 | |||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt | $ 1,659,000 | |||||
Term Loan | Second Lien Notes | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt | $ 770,000 | $ 770,000 | $ 770,000 | $ 341,000 |
Long-Term Debt - 2019 Refinanci
Long-Term Debt - 2019 Refinancing (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs and debt discounts | $ 13,500 | $ 20,016 | $ 38,761 |
Write-off of debt premium | 14,600 | ||
Additional expense for debt issuance and discount costs | 2,100 | ||
Dividends | 275,000 | ||
Senior Notes due 2023 | |||
Debt Instrument [Line Items] | |||
Extinguishment of debt | 450,000 | ||
Toggle Notes due 2021 | |||
Debt Instrument [Line Items] | |||
Extinguishment of debt | 425,000 | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Extinguishment of debt | $ 1,659,000 |
Long-Term Debt - Aggregate Matu
Long-Term Debt - Aggregate Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 0 | |
2023 | 450 | |
2024 | 0 | |
2025 | 0 | |
2026 | 1,763,100 | |
Thereafter | 0 | |
Total | $ 1,763,550 | $ 1,863,550 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ 5,092 | $ (168,943) | $ (99,733) |
Foreign | 170,624 | 130,083 | 98,817 |
Income (loss) before income taxes | $ 175,716 | $ (38,860) | $ (916) |
Income Taxes - Schedule of Tota
Income Taxes - Schedule of Total Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal U.S. | $ 13,915 | $ (10,560) | $ 17,954 |
State U.S. | 3,220 | 166 | 3,662 |
Foreign | 45,176 | 32,385 | 16,886 |
Total current provision | 62,311 | 21,991 | 38,502 |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal U.S. | (2,422) | (4,336) | (18,177) |
State U.S. | 391 | (5,334) | (5,958) |
Foreign | (1,685) | (13,690) | 5,142 |
Total deferred benefit | (3,716) | (23,360) | (18,993) |
Total provision (benefit) for income taxes | $ 58,595 | $ (1,369) | $ 19,509 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Provision (benefit) computed at federal statutory rate | $ 36,872 | $ (8,181) | $ (192) |
State taxes, net of federal benefit | 1,013 | (5,876) | (2,681) |
Valuation allowance | 8,455 | 19,170 | 5,147 |
Global intangible low-tax income (“GILTI”) | 2,103 | 2,577 | 10,349 |
Nondeductible share-based compensation | 1,512 | 2,046 | 3,545 |
Foreign tax rate | 8,005 | 6,405 | 5,550 |
Impact of rate changes on deferred tax balances | 2,612 | (1,906) | (559) |
Tax holiday | (706) | (616) | (571) |
Audit settlement | 276 | 47 | 879 |
Impact of CARES Act and final 951A regulations | 0 | (16,720) | 0 |
Tax credits | (248) | (1,965) | 0 |
Other | (1,299) | 3,650 | (1,958) |
Total provision (benefit) for income taxes | $ 58,595 | $ (1,369) | $ 19,509 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Net deferred tax assets | ||
Net operating loss carryforwards | $ 11,262 | $ 15,076 |
Net capital loss carryforwards | 4,128 | 4,112 |
Reserves and accruals | 14,968 | 15,832 |
Employee benefits and compensation | 5,145 | 13,094 |
Unrealized foreign currency exchange | 2,320 | 242 |
Asset retirement obligations | 9,949 | 10,666 |
Lease liability | 11,107 | 12,446 |
Disallowed interest carryforward | 76,386 | 68,045 |
Other | 4,779 | 5,344 |
Deferred tax assets before valuation allowance | 140,044 | 144,857 |
Valuation allowance | (52,080) | (43,765) |
Net deferred tax assets | 87,964 | 101,092 |
Net deferred tax liabilities | ||
Depreciation and amortization | (214,884) | (214,484) |
Other | (1,696) | 0 |
Total deferred tax liabilities | (216,580) | (214,484) |
Net deferred tax liabilities | (128,616) | (113,392) |
Deferred income taxes | 5,885 | 8,424 |
Deferred income taxes | $ (134,501) | $ (121,816) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Deferred income taxes | $ 134,501,000 | $ 121,816,000 | |
Unrecognized tax benefits, gross reserve | 1,000,000 | 1,000,000 | |
Tax benefit attributable to holiday | 700,000 | 600,000 | |
Current income tax benefit | (62,311,000) | (21,991,000) | $ (38,502,000) |
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 46,400,000 | 42,700,000 | |
Operating loss carryforwards, not subject to expiration | 2,800,000 | 2,800,000 | |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 31,600,000 | 50,900,000 | |
Operating loss carryforwards, valuation allowance | 3,200,000 | 2,600,000 | |
Deferred income taxes | $ 0 | $ 0 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Gross unrecognized tax benefits, beginning of year | $ 300 | $ 300 |
Additions related to current year | 116 | 0 |
Settlements | (300) | 0 |
Gross unrecognized tax benefits, end of period | $ 116 | $ 300 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Expect funding requirements in each of the next five years | $ 3,100 | ||
Defined benefit pension plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions | 733 | $ 697 | |
Letters of credit outstanding, amount | $ 46,200 | 41,300 | |
Defined benefit pension plan | Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Solvency payment as percent of market value | 15.00% | ||
United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions | $ 4,300 | 4,200 | $ 3,800 |
Outside the U.S. | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions | $ 1,400 | $ 1,200 | $ 1,100 |
Employee Benefits - Net Periodi
Employee Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined benefit pension plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 1,204 | $ 1,104 | $ 1,147 |
Service cost | 1,382 | 1,286 | |
Interest cost | 6,516 | 8,034 | 8,521 |
Expected return on plan assets | (14,370) | (14,407) | (13,218) |
Amortization of net actuarial (gain) loss | 1,079 | 791 | 0 |
Net periodic benefit cost | (5,571) | (4,478) | (3,550) |
Other post-retirement benefits plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 28 | 29 | 30 |
Interest cost | 268 | 324 | 372 |
Amortization of net actuarial (gain) loss | (34) | 7 | 123 |
Net periodic benefit cost | $ 262 | $ 360 | $ 525 |
Employee Benefits - Weighted Av
Employee Benefits - Weighted Average Assumptions Used in the Measurement of Benefit Obligation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined benefit pension plan | ||
Projected benefit obligation | ||
Discount rate | 3.01% | 2.53% |
Rate of compensation increase | 3.00% | 3.00% |
Periodic benefit | ||
Discount rate | 2.53% | 3.07% |
Expected return on plan assets | 5.00% | 5.50% |
Rate of compensation increase | 3.00% | 3.00% |
Other post-retirement benefits plans | ||
Projected benefit obligation | ||
Discount rate | 3.01% | 2.53% |
Rate of compensation increase | 3.00% | 3.00% |
Initial health care cost trend rate | 7.00% | 7.00% |
Ultimate health care cost trend rate | 4.00% | 4.00% |
Years until ultimate trend rate is reached | 11 years | 12 years |
Periodic benefit | ||
Discount rate | 2.53% | 3.13% |
Rate of compensation increase | 3.00% | 3.00% |
Employee Benefits - A One-Perce
Employee Benefits - A One-Percentage Point Change in Assumed Health Care Cost Trend Rates (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Change in net periodic benefit cost, 1% Increase | $ 22 |
Change in net periodic benefit cost, 1% Decrease | (22) |
Change in projected benefit obligation, 1% Increase | 820 |
Change in projected benefit obligation, 1% Decrease | $ (681) |
Employee Benefits - Reconciliat
Employee Benefits - Reconciliation of Changes in Benefit Obligations and Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined benefit pension plan | |||
Change in projected benefit obligation: | |||
Projected benefit obligation, as of beginning of the year | $ 323,515 | $ 294,275 | |
Service cost | 1,382 | 1,286 | |
Interest cost | 6,516 | 8,034 | $ 8,521 |
Benefits paid | (12,330) | (10,729) | |
Actuarial (gain) loss | (23,831) | 23,155 | |
Foreign currency exchange rate changes | 1,460 | 7,494 | |
Projected benefit obligation, end of year | 296,712 | 323,515 | 294,275 |
Change in fair value of plan assets: | |||
Fair value of plan assets as of the beginning of the year | 288,539 | 275,248 | |
Actual return on plan assets | 24,251 | 16,834 | |
Benefits paid | (12,330) | (10,729) | |
Employer contributions | 733 | 697 | |
Employee contributions | 178 | 182 | |
Foreign currency exchange rate changes | 819 | 6,307 | |
Fair value of plan assets, end of year | 302,190 | 288,539 | 275,248 |
Funded (underfunded) status at end of year | 5,478 | (34,976) | |
Accumulated benefit obligation, end of year | 291,818 | 317,141 | |
Other post-retirement benefits plans | |||
Change in projected benefit obligation: | |||
Projected benefit obligation, as of beginning of the year | 13,684 | 12,621 | |
Service cost | 28 | 29 | 30 |
Interest cost | 268 | 324 | 372 |
Benefits paid | (922) | (720) | |
Actuarial (gain) loss | (1,389) | 931 | |
Curtailments | 203 | 188 | |
Foreign currency exchange rate changes | 70 | 311 | |
Projected benefit obligation, end of year | 11,942 | 13,684 | 12,621 |
Change in fair value of plan assets: | |||
Fair value of plan assets as of the beginning of the year | 437 | 381 | |
Benefits paid | (181) | (166) | |
Employer contributions | 221 | 212 | |
Employee contributions | 0 | 0 | |
Foreign currency exchange rate changes | 1 | 10 | |
Fair value of plan assets, end of year | 478 | 437 | $ 381 |
Funded (underfunded) status at end of year | (11,464) | (13,247) | |
Accumulated benefit obligation, end of year | $ 11,900 | $ 13,600 |
Employee Benefits - Reconcili_2
Employee Benefits - Reconciliation of Funded Status (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Defined benefit pension plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | $ 296,712 | $ 323,515 |
Fair value of plan assets | 302,190 | 288,539 |
Plan assets greater than (less than) projected benefit obligation | 5,478 | (34,976) |
Unrecognized actuarial gains (losses) | 23,779 | 57,932 |
Net amount recognized at year end | 29,257 | 22,956 |
Noncurrent assets (liabilities) | 5,478 | (34,976) |
Noncurrent liabilities | 5,478 | (34,976) |
Accumulative other comprehensive income (loss) | 23,779 | 57,932 |
Other post-retirement benefits plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | (11,942) | (13,684) |
Fair value of plan assets | 478 | 437 |
Plan assets greater than (less than) projected benefit obligation | (11,464) | (13,247) |
Unrecognized actuarial gains (losses) | (245) | 1,088 |
Net amount recognized at year end | 11,709 | 12,159 |
Noncurrent liabilities | (11,464) | (13,247) |
Accumulative other comprehensive income (loss) | $ (245) | $ 1,088 |
Employee Benefits - Amounts in
Employee Benefits - Amounts in Accumulated Other Comprehensive Income Loss (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss amount expected to be reclassified in the next twelve month in accumulated other comprehensive income | $ 0 | |
Defined benefit pension plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial income (loss) | 23,779,000 | $ 57,932,000 |
Deferred income taxes | (6,025,000) | (14,603,000) |
Accumulated other comprehensive income (loss) – net of tax | 17,754,000 | 43,329,000 |
Other post-retirement benefits plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial income (loss) | (245,000) | 1,088,000 |
Deferred income taxes | 72,000 | (274,000) |
Accumulated other comprehensive income (loss) – net of tax | $ (173,000) | $ 814,000 |
Employee Benefits - Pension Pla
Employee Benefits - Pension Plan Weighted Average Asset Allocations (Details) - Defined benefit pension plan | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target | 100.00% | |
Defined benefit plan securities | 100.00% | 100.00% |
Cash | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target | 0.00% | |
Defined benefit plan securities | 0.90% | 1.30% |
Fixed income | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target | 46.00% | |
Defined benefit plan securities | 46.60% | 42.00% |
Equities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target | 35.00% | |
Defined benefit plan securities | 34.20% | 37.10% |
Real assets and alternatives | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target | 19.00% | |
Defined benefit plan securities | 18.30% | 19.60% |
Employee Benefits - Summary of
Employee Benefits - Summary of Basis Used to Measure Defined Benefit Plans Assets at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined benefit pension plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | $ 302,190 | $ 288,539 | $ 275,248 |
Defined benefit pension plan | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 2,660 | 3,751 | |
Defined benefit pension plan | Fixed income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 140,842 | 121,186 | |
Defined benefit pension plan | Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 103,506 | 107,048 | |
Defined benefit pension plan | Real assets and alternatives | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 55,182 | ||
Defined benefit pension plan | Real assets and alternatives | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 56,554 | ||
Defined benefit pension plan | Fair Value, Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 2,660 | 3,751 | |
Defined benefit pension plan | Fair Value, Level 1 | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 2,660 | 3,751 | |
Defined benefit pension plan | Fair Value, Level 1 | Fixed income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 0 | 0 | |
Defined benefit pension plan | Fair Value, Level 1 | Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 0 | 0 | |
Defined benefit pension plan | Fair Value, Level 1 | Real assets and alternatives | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 0 | ||
Defined benefit pension plan | Fair Value, Level 1 | Real assets and alternatives | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 0 | ||
Defined benefit pension plan | Fair Value, Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 299,530 | 284,788 | |
Defined benefit pension plan | Fair Value, Level 2 | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 0 | 0 | |
Defined benefit pension plan | Fair Value, Level 2 | Fixed income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 140,842 | 121,186 | |
Defined benefit pension plan | Fair Value, Level 2 | Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 103,506 | 107,048 | |
Defined benefit pension plan | Fair Value, Level 2 | Real assets and alternatives | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 55,182 | ||
Defined benefit pension plan | Fair Value, Level 2 | Real assets and alternatives | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 56,554 | ||
Other post-retirement benefits plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | $ 478 | $ 437 | $ 381 |
Employee Benefits - Expected Fu
Employee Benefits - Expected Future Benefit Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Defined benefit pension plan | |
Estimated Future Benefit Payments | |
2022 | $ 14,108 |
2023 | 14,470 |
2024 | 14,852 |
2025 | 15,137 |
2026 | 15,410 |
2027 - 2031 | 79,963 |
Total | 153,940 |
Other post-retirement benefits plans | |
Estimated Future Benefit Payments | |
2022 | 756 |
2023 | 655 |
2024 | 595 |
2025 | 590 |
2026 | 591 |
2027 - 2031 | 2,764 |
Total | $ 5,951 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Related party transaction | $ 0 | $ 0 | $ 0 |
Management | |||
Related Party Transaction [Line Items] | |||
Related party transaction | $ 0 | $ 0 | $ 0 |
Other Comprehensive Income (L_3
Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance | $ 454,574 | $ (641,132) | $ 45,491 |
Balance | 586,096 | 454,574 | (641,132) |
AOCI Attributable to Parent | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance | (93,842) | (94,387) | (109,957) |
Other comprehensive income (loss) before reclassifications | 9,231 | (5,308) | 15,592 |
Amounts reclassified from accumulated other comprehensive income (loss) | 1,045 | 5,853 | (22) |
Net current-period other comprehensive income (loss) | 10,276 | 545 | 15,570 |
Balance | (83,566) | (93,842) | (94,387) |
Defined Benefit Plans | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance | (44,143) | (27,113) | (14,987) |
Other comprehensive income (loss) before reclassifications | 25,517 | (17,828) | (12,104) |
Amounts reclassified from accumulated other comprehensive income (loss) | 1,045 | 798 | (22) |
Net current-period other comprehensive income (loss) | 26,562 | (17,030) | (12,126) |
Balance | (17,581) | (44,143) | (27,113) |
Foreign Currency Translation | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance | (49,699) | (67,453) | (94,970) |
Other comprehensive income (loss) before reclassifications | (16,690) | 17,754 | 27,517 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | 0 |
Net current-period other comprehensive income (loss) | (16,690) | 17,754 | 27,517 |
Balance | (66,389) | (49,699) | (67,453) |
Interest Rate Swaps | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance | 0 | 179 | 0 |
Other comprehensive income (loss) before reclassifications | 404 | (5,234) | 179 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 5,055 | 0 |
Net current-period other comprehensive income (loss) | 404 | (179) | 179 |
Balance | $ 404 | $ 0 | $ 179 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 22, 2021 | Nov. 18, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 17, 2020 | Nov. 19, 2020 | Nov. 17, 2020 |
Equity [Abstract] | ||||||||
Common stock, shares authorized (in shares) | 1,200,000,000 | 1,200,000,000 | 1,200,000,000 | 1,200,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Common stock, shares outstanding (in shares) | 3,000 | 284,421,755 | 232,400,200 | |||||
Preferred stock, shares authorized (in shares) | 120,000,000 | 120,000,000 | 120,000,000 | 120,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Executive Officers | ||||||||
Shareholders' Equity [Line Items] | ||||||||
Repurchase of shares (in shares) | 1,568,445 | |||||||
Common Stock | ||||||||
Shareholders' Equity [Line Items] | ||||||||
Repurchase of shares (in shares) | 1,568,000 | |||||||
IPO | Common Stock | ||||||||
Shareholders' Equity [Line Items] | ||||||||
Number of shares sold (in shares) | 53,590,000 | |||||||
Sale of stock (in dollars per share) | $ 23 | |||||||
Consideration received | $ 1,156 | |||||||
Secondary Offering | Common Stock | ||||||||
Shareholders' Equity [Line Items] | ||||||||
Number of shares sold (in shares) | 25,000,000 | |||||||
Sale of stock (in dollars per share) | $ 27 | |||||||
Secondary Offering | Common Stock | Underwriters | ||||||||
Shareholders' Equity [Line Items] | ||||||||
Number of shares sold (in shares) | 3,750,000 | |||||||
Period of option to purchase | 30 days |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 11,300 | $ 1,200 | |
Cost not yet recognized | $ 6,600 | ||
2020 Omnibus Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 27.9 | ||
Number of shares available for grant (in shares) | 24.7 | ||
Restricted Stock | Pre-IPO B-1 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years | ||
Share-based compensation expense | $ 2,600 | 4,800 | $ 6,900 |
Cost not yet recognized | $ 6,600 | ||
Restricted Stock | Pre-IPO B-1 | Year Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 20.00% | ||
Restricted Stock | Pre-IPO B-2 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 9,700 | 4,900 | |
Cost not yet recognized | 0 | ||
Restricted Stock | Pre-IPO C Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 16,900 | 10,000 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Share-based compensation expense | $ 5,100 | $ 500 | |
Contractual term | 10 years | ||
Period for recognition | 2 years 10 months 24 days | ||
Cost not yet recognized | $ 15,100 | ||
Fair value of stock options vested | 5,000 | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 6,200 | $ 700 | |
Period for recognition | 2 years 9 months 18 days | ||
Cost not yet recognized | $ 13,100 |
Share-Based Compensation - Pre-
Share-Based Compensation - Pre-IPO Awards Assumptions (Details) - Pre-IPO Awards | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.60% | 2.70% |
Expected volatility | 50.00% | 49.00% |
Expected term (years) | 7 months 6 days | 1 year 6 months |
Share-Based Compensation - Pr_2
Share-Based Compensation - Pre-IPO Awards (Class B-1 and B-2) (Details) - Restricted Stock - shares | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Nov. 20, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Pre-IPO B-1 | ||||
Number of Shares | ||||
Beginning balance (in shares) | 14,766,276 | 14,450,263 | 2,201,239 | 32,184,134 |
Converted at IPO (in shares) | 2,309,348 | |||
Granted (in shares) | 11,450,000 | 3,387,500 | ||
Forfeited (in shares) | 0 | (84,390) | (72,467) | (4,028,843) |
Vested (in shares) | (108,109) | (11,049,597) | (922,683) | (17,092,528) |
Ending balance (in shares) | 2,201,239 | 14,766,276 | 1,206,089 | 14,450,263 |
Pre-IPO B-2 | ||||
Number of Shares | ||||
Beginning balance (in shares) | 14,603,875 | 15,011,256 | 2,323,333 | 16,501,827 |
Converted at IPO (in shares) | 3,497,138 | |||
Granted (in shares) | 987,500 | |||
Forfeited (in shares) | (1,173,805) | (407,381) | (299,374) | (2,478,071) |
Vested (in shares) | 0 | 0 | 0 | 0 |
Ending balance (in shares) | 2,323,333 | 14,603,875 | 2,023,959 | 15,011,256 |
Pre-IPO C Units | ||||
Number of Shares | ||||
Beginning balance (in shares) | 0 | 0 | 0 | 4 |
Granted (in shares) | 0 | 0 | ||
Forfeited (in shares) | 0 | 0 | 0 | 0 |
Vested (in shares) | 0 | 0 | 0 | (4) |
Ending balance (in shares) | 0 | 0 | 0 | 0 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Pre-IPO Awards (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date fair value per unit of unvested units (in dollars per share) | $ / shares | $ 2.70 |
Total compensation cost recognized | $ 2,600 |
Unrecognized compensation expense at December 31, 2021 | $ 6,600 |
Restricted Stock | Pre-IPO B-1 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date fair value per unit of unvested units (in dollars per share) | $ / shares | $ 4.99 |
Weighted average remaining contractual term | 3 years 1 month 6 days |
Total compensation cost recognized | $ 2,600 |
Unrecognized compensation expense at December 31, 2021 | $ 6,600 |
Restricted Stock | Pre-IPO B-2 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date fair value per unit of unvested units (in dollars per share) | $ / shares | $ 1.34 |
Total compensation cost recognized | $ 0 |
Unrecognized compensation expense at December 31, 2021 | $ 0 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Options Assumptions (Details) - Stock Options - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value per share (in dollars per share) | $ 9,080,000 | $ 8,540,000 |
Expected term (years) | 6 years 3 months 18 days | 6 years 3 months 18 days |
Risk-free interest rate | 1.20% | 0.50% |
Expected volatility | 37.50% | 37.50% |
Share-Based Compensation - St_2
Share-Based Compensation - Stock Options Activities (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Number of Shares | |
Beginning balance (in shares) | shares | 2,389,258 |
Granted (in shares) | shares | 82,208 |
Forfeited (in shares) | shares | (48,200) |
Exercised (in shares) | shares | (10) |
Ending balance (in shares) | shares | 2,423,256 |
Weighted- average Exercise Price | |
Beginning balance (in shares) | $ / shares | $ 23 |
Granted (in dollars per share) | $ / shares | 23.65 |
Forfeited (in dollars per share) | $ / shares | 23.06 |
Exercised (in dollars per share) | $ / shares | 23.57 |
Ending balance (in shares) | $ / shares | $ 23.02 |
Outstanding at the end of the year, Remaining Contractual Life | 8 years 10 months 24 days |
Outstanding at the end of the year, Aggregate Intrinsic Value | $ | $ 1,300 |
Exercisable at the end of the year, Number of Shares (in shares) | shares | 586,110 |
Exercisable at the end of the year, Weighted-average Exercise Price (in dollars per share) | $ / shares | $ 23 |
Exercisable at the end of the year, Remaining Contractual Life | 8 years 10 months 24 days |
Exercisable at the end of the year, Aggregate Intrinsic Value | $ | $ 300 |
Unvested at the end of the year, Number of Shares (in shares) | shares | 1,837,146 |
Unvested at the end of the year, Weighted-average Exercise Price (in dollars per share) | $ / shares | $ 23.03 |
Unvested at the end of the year, Remaining Contractual Life | 8 years 10 months 24 days |
Unvested at the end of the year, Aggregate Intrinsic Value | $ | $ 1,000 |
Share-Based Compensation - RSUs
Share-Based Compensation - RSUs (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Weighted- average Grant Date Fair Value | |
Ending balance (in dollars per share) | $ 2.70 |
RSUs | |
Number of Shares | |
Beginning balance (in shares) | shares | 771,276 |
Granted (in shares) | shares | 120,422 |
Forfeited (in shares) | shares | (29,071) |
Vested (in shares) | shares | (222,505) |
Ending balance (in shares) | shares | 640,122 |
Weighted- average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ 23 |
Granted (in dollars per share) | 24.02 |
Forfeited (in dollars per share) | 23.05 |
Vested (in dollars per share) | 22.89 |
Ending balance (in dollars per share) | $ 23.19 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 18, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 19, 2020 | Nov. 17, 2020 |
Earnings Per Share [Abstract] | ||||||
Common stock, shares outstanding (in shares) | 3,000 | 284,421,755 | 232,400,200 | |||
Stock issued after stock splits (in shares) | 232,400,200 | |||||
Earnings: | ||||||
Net income (loss) | $ 117,121 | $ (37,491) | $ (20,425) | |||
Less: Net income attributable to noncontrolling interests | 239 | 1,126 | 425 | |||
Less: Allocation to participating securities | 1,524 | 0 | 0 | |||
Less: Allocation to participating securities | 1,524 | 0 | 0 | |||
Net income attributable to Sotera Health Company common shareholders | 115,358 | (38,617) | (20,850) | |||
Net income attributable to Sotera Health Company common shareholders | $ 115,358 | $ (38,617) | $ (20,850) | |||
Weighted Average Common Shares: | ||||||
Weighted-average common shares outstanding - basic (in shares) | 279,228,000 | 237,696,000 | 232,400,000 | |||
Dilutive effect of potential common shares (in shares) | 154,000 | 0 | 0 | |||
Weighted-average common shares outstanding - diluted (in shares) | 279,382,000 | 237,696,000 | 232,400,000 | |||
Earnings per Common Share: | ||||||
Net income per common share attributable to Sotera Health Company common shareholders - basic (in dollars per share) | $ 0.41 | $ (0.16) | $ (0.09) | |||
Net income per common share attributable to Sotera Health Company common shareholders - diluted (in dollars per share) | $ 0.41 | $ (0.16) | $ (0.09) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,407,000 | 2,972,000 | 0 | |||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,403,000 | 2,201,000 | ||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,000 | 771,000 |
Leases (Costs) (Details)
Leases (Costs) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease costs | $ 15,433 | $ 14,403 |
Finance lease costs: | ||
Amortization of right of use assets | 3,018 | 2,617 |
Interest on lease liabilities | 2,506 | 1,967 |
Total finance lease costs | 5,524 | 4,584 |
Total lease costs | 20,957 | 18,987 |
Short-term lease costs | $ 900 | $ 1,000 |
Leases - Term and Rate (Details
Leases - Term and Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted-average remaining lease term, Operating leases | 6 years 3 months 18 days | 6 years 6 months |
Weighted-average remaining lease term,Finance leases | 15 years 7 months 6 days | 16 years |
Weighted-average discount rate, Operating leases | 6.09% | 6.10% |
Weighted-average discount rate, Finance leases | 5.91% | 6.05% |
Leases - Cash Flows (Details)
Leases - Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 12,494 | $ 12,732 |
Operating cash flow for finance leases | 2,042 | 2,118 |
Finance cash flows for finance leases | $ 901 | $ 1,498 |
Leases - Maturities (Details)
Leases - Maturities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating leases | |
2022 | $ 11,461 |
2023 | 9,503 |
2024 | 6,686 |
2025 | 4,865 |
2026 | 4,522 |
2027 and Thereafter | 14,401 |
Total lease payments | 51,438 |
Less imputed interest | (9,132) |
Total lease liabilities | 42,306 |
Finance leases | |
2022 | 3,433 |
2023 | 3,738 |
2024 | 3,793 |
2025 | 3,840 |
2026 | 3,737 |
2027 and Thereafter | 45,318 |
Total lease payments | 63,859 |
Less imputed interest | (21,822) |
Total lease liabilities | 42,037 |
Total | |
2022 | 14,894 |
2023 | 13,241 |
2024 | 10,479 |
2025 | 8,705 |
2026 | 8,259 |
2027 and Thereafter | 59,719 |
Total lease payments | 115,297 |
Less imputed interest | (30,954) |
Total lease liabilities | $ 84,343 |
Asset Retirement Obligations _3
Asset Retirement Obligations (“ARO”) - Changes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
ARO – beginning of period | $ 45,633 | $ 45,196 | |
Liabilities settled | (5,651) | (2,200) | |
Changes in estimates | 183 | 620 | |
Accretion expense | 2,252 | 1,997 | $ 2,051 |
Foreign currency exchange and other | 35 | 20 | |
ARO – end of period | 42,452 | 45,633 | $ 45,196 |
Less current portion of ARO | 619 | 620 | |
Noncurrent ARO – end of period | 41,833 | $ 45,013 | |
Asset retirement obligation, gain arising from derecognition | $ 5,100 |
Asset Retirement Obligations _4
Asset Retirement Obligations (“ARO”) - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |||
Depreciation expense | $ 0.4 | $ 0.2 | $ 0.3 |
Decommissioning obligation, letters of credit and surety bonds outstanding | $ 50.5 | $ 49.5 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 03, 2021USD ($) | Sep. 03, 2021CAD ($) | Aug. 21, 2020plaintiff | Mar. 30, 2020USD ($) | Mar. 30, 2020CAD ($) | Oct. 22, 2010USD ($) | Dec. 31, 2021USD ($)claimplaintiffsegment | Dec. 31, 2021USD ($) |
Gain Contingencies [Line Items] | ||||||||
Loss contingency, insurance limits per occurrence | $ 10,000,000 | |||||||
Loss contingency, insurance limits | 20,000,000 | |||||||
Nordion v Factory Mutual Insurance Company, 2010 Business Interruption Loss | Positive Outcome of Litigation | ||||||||
Gain Contingencies [Line Items] | ||||||||
Damages sought, value | $ 25,000,000 | |||||||
Period of inability | 15 months | |||||||
Amount awarded from other party, before pre-judgment interest | $ 25,000,000 | |||||||
Amount awarded from other party | $ 500,000 | $ 0.6 | 39,800,000 | $ 56.4 | ||||
Costs assessed and awarded in favor | $ 1,000,000 | $ 1.3 | ||||||
Ethylene Oxide Tort Litigation - Illinois | Pending Litigation | ||||||||
Gain Contingencies [Line Items] | ||||||||
Number of plaintiffs | plaintiff | 770 | |||||||
Ethylene Oxide Tort Litigation – Georgia | Pending Litigation | ||||||||
Gain Contingencies [Line Items] | ||||||||
Number of plaintiffs | plaintiff | 300 | |||||||
Consolidated claims | segment | 2 | |||||||
Loss contingency, insurance limits | 10,000,000 | |||||||
Loss contingency, utilized limits | $ 2,200,000 | 2,200,000 | ||||||
Ethylene Oxide Tort Litigation – Georgia | Pending Litigation | Subsidiaries | ||||||||
Gain Contingencies [Line Items] | ||||||||
Number of new claims filed | claim | 2 | |||||||
Nordion | ||||||||
Gain Contingencies [Line Items] | ||||||||
Minimum purchase commitments | $ 1,687,500,000 | 1,687,500,000 | ||||||
Minimum amount committed | $ 128,900,000 | $ 128,900,000 | ||||||
Nordion | Minimum | ||||||||
Gain Contingencies [Line Items] | ||||||||
Term of contract | 1 year | 1 year | ||||||
Nordion | Maximum | ||||||||
Gain Contingencies [Line Items] | ||||||||
Term of contract | 45 years | 45 years |
Financial Instruments and Fin_3
Financial Instruments and Financial Risk - Additional Information (Details) | 12 Months Ended | ||||||||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 31, 2021USD ($)instrument | Sep. 30, 2021USD ($) | Feb. 28, 2021USD ($)instrument | Jun. 30, 2020USD ($)instrument | Sep. 30, 2019USD ($)instrument | Oct. 31, 2017USD ($)instrument | |
Derivative [Line Items] | |||||||||
Derivative loss, net of tax recognized in accumulated other comprehensive income (loss) | $ 404,000 | $ (179,000) | $ 179,000 | ||||||
Gain (loss) to be reclassified within twelve months | 0 | ||||||||
Allowance for uncollectible accounts | 1,287,000 | 708,000 | |||||||
Derivatives Designated in Hedge Relationships | Interest Rate Swap | |||||||||
Derivative [Line Items] | |||||||||
Number of instruments held | instrument | 2 | ||||||||
Notional amount | $ 1,000,000,000 | ||||||||
Derivatives Designated in Hedge Relationships | Interest Rate Cap | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | 1,000,000,000 | 0 | $ 1,000,000,000 | ||||||
Percent of borrowing limitation due to cash flow exposure | 1.00% | ||||||||
Derivatives Designated in Hedge Relationships | Interest Rate Cap October 2017 | |||||||||
Derivative [Line Items] | |||||||||
Number of instruments held | instrument | 2 | ||||||||
Option premium | $ 1,800,000 | ||||||||
Derivatives Not Designated in Hedge Relationships | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | 2,644,400,000 | 1,583,300,000 | |||||||
Derivatives Not Designated in Hedge Relationships | Interest Rate Swap | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | $ 1,000 | ||||||||
Derivatives Not Designated in Hedge Relationships | Interest Rate Cap | |||||||||
Derivative [Line Items] | |||||||||
Number of instruments held | instrument | 2 | ||||||||
Notional amount | 1,500,000,000 | 1,500,000,000 | $ 1,000,000,000 | $ 400,000,000 | |||||
Option premium | $ 400,000 | $ 300,000 | $ 600,000 | ||||||
Percent of borrowing limitation due to cash flow exposure | 3.00% | ||||||||
Derivatives Not Designated in Hedge Relationships | Interest Rate Cap | LIBOR | |||||||||
Derivative [Line Items] | |||||||||
Variable rate | 0.50% | 0.50% | 1.00% | ||||||
Derivatives Not Designated in Hedge Relationships | Interest Rate Cap June 2020 | |||||||||
Derivative [Line Items] | |||||||||
Number of instruments held | instrument | 2 | ||||||||
Derivatives Not Designated in Hedge Relationships | Interest Rate Cap | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | $ 500,000,000 | ||||||||
Derivatives Not Designated in Hedge Relationships | Interest Rate Cap February 2021 | |||||||||
Derivative [Line Items] | |||||||||
Number of instruments amended | instrument | 2 | ||||||||
Derivatives Not Designated in Hedge Relationships | Foreign Currency Forward Contracts | |||||||||
Derivative [Line Items] | |||||||||
Fair value of outstanding contracts | $ 0 | $ 0 |
Financial Instruments and Fin_4
Financial Instruments and Financial Risk - Derivative Instruments (Details) - USD ($) | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Oct. 31, 2017 |
Derivatives Designated in Hedge Relationships | Interest Rate Cap | |||||
Derivative [Line Items] | |||||
Notional Amount | $ 1,000,000,000 | $ 1,000,000,000 | $ 0 | ||
Fair Value, Derivative Asset | 2,322,000 | 0 | |||
Fair Value, Derivative Liabilities | 0 | 0 | |||
Derivatives Not Designated in Hedge Relationships | |||||
Derivative [Line Items] | |||||
Notional Amount | 2,644,400,000 | 1,583,300,000 | |||
Fair Value, Derivative Asset | 4,472,000 | 7,000 | |||
Fair Value, Derivative Liabilities | 0 | 670,000 | |||
Derivatives Not Designated in Hedge Relationships | Interest Rate Cap | |||||
Derivative [Line Items] | |||||
Notional Amount | 1,500,000,000 | 1,500,000,000 | $ 1,000,000,000 | $ 400,000,000 | |
Fair Value, Derivative Asset | 1,654,000 | 7,000 | |||
Fair Value, Derivative Liabilities | 0 | 0 | |||
Derivatives Not Designated in Hedge Relationships | Embedded Derivative | |||||
Derivative [Line Items] | |||||
Notional Amount | 144,400,000 | 83,300,000 | |||
Fair Value, Derivative Asset | 496,000 | 0 | |||
Fair Value, Derivative Liabilities | $ 0 | $ 670,000 |
Financial Instruments and Fin_5
Financial Instruments and Financial Risk - Activities of Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Interest Rate Cap | Interest Expense, Net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized loss (gain) | $ (1,185) | $ 250 | $ 335 |
Embedded Derivative | Other Income, Net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized loss (gain) | (1,195) | (3,073) | (1,200) |
Foreign Currency Forward Contracts | Foreign Exchange (Gain) Loss | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Realized loss | $ (1,900) | $ 2,751 | $ 0 |
Financial Instruments and Fin_6
Financial Instruments and Financial Risk - Reclassification from Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Unrealized gain (loss) on interest rate derivatives recorded in other comprehensive income | $ 404 | $ (5,234) | $ 179 |
Amounts reclassified from accumulated other comprehensive income (loss) to interest expense, net | $ 0 | $ 5,055 | $ 0 |
Financial Instruments and Fin_7
Financial Instruments and Financial Risk - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Derivatives Designated in Hedge Relationships | Interest Rate Cap | ||
Derivative [Line Items] | ||
Derivative asset | $ 2,322 | $ 0 |
Derivative liabilities | 0 | 0 |
Derivatives Designated in Hedge Relationships | Interest Rate Cap | Fair Value, Level 1 | ||
Derivative [Line Items] | ||
Derivative asset | 0 | |
Derivatives Designated in Hedge Relationships | Interest Rate Cap | Fair Value, Level 2 | ||
Derivative [Line Items] | ||
Derivative asset | 2,322 | |
Derivatives Designated in Hedge Relationships | Interest Rate Cap | Fair Value, Level 3 | ||
Derivative [Line Items] | ||
Derivative asset | 0 | |
Derivatives Designated in Hedge Relationships | Carrying Amount | Interest Rate Cap | ||
Derivative [Line Items] | ||
Derivative asset | 2,322 | |
Derivatives Not Designated in Hedge Relationships | ||
Derivative [Line Items] | ||
Derivative asset | 4,472 | 7 |
Derivative liabilities | 0 | (670) |
Derivatives Not Designated in Hedge Relationships | Term loan, due 2026 | Fair Value, Level 1 | ||
Derivative [Line Items] | ||
Long-term debt | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Term loan, due 2026 | Fair Value, Level 2 | ||
Derivative [Line Items] | ||
Long-term debt | 1,754,285 | 1,772,180 |
Derivatives Not Designated in Hedge Relationships | Term loan, due 2026 | Fair Value, Level 3 | ||
Derivative [Line Items] | ||
Long-term debt | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Senior notes, due 2026 | Fair Value, Level 1 | ||
Derivative [Line Items] | ||
Long-term debt | 0 | |
Derivatives Not Designated in Hedge Relationships | Senior notes, due 2026 | Fair Value, Level 2 | ||
Derivative [Line Items] | ||
Long-term debt | 99,863 | |
Derivatives Not Designated in Hedge Relationships | Senior notes, due 2026 | Fair Value, Level 3 | ||
Derivative [Line Items] | ||
Long-term debt | 0 | |
Derivatives Not Designated in Hedge Relationships | Other long-term debt | Fair Value, Level 1 | ||
Derivative [Line Items] | ||
Long-term debt | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Other long-term debt | Fair Value, Level 2 | ||
Derivative [Line Items] | ||
Long-term debt | 444 | 442 |
Derivatives Not Designated in Hedge Relationships | Other long-term debt | Fair Value, Level 3 | ||
Derivative [Line Items] | ||
Long-term debt | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Finance Lease Obligations (with current portion) | Fair Value, Level 1 | ||
Derivative [Line Items] | ||
Long-term debt | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Finance Lease Obligations (with current portion) | Fair Value, Level 2 | ||
Derivative [Line Items] | ||
Long-term debt | 42,037 | 36,112 |
Derivatives Not Designated in Hedge Relationships | Finance Lease Obligations (with current portion) | Fair Value, Level 3 | ||
Derivative [Line Items] | ||
Long-term debt | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Interest Rate Cap | ||
Derivative [Line Items] | ||
Derivative asset | 1,654 | 7 |
Derivative liabilities | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Interest Rate Cap | Fair Value, Level 1 | ||
Derivative [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Interest Rate Cap | Fair Value, Level 2 | ||
Derivative [Line Items] | ||
Derivative asset | 1,654 | 7 |
Derivatives Not Designated in Hedge Relationships | Interest Rate Cap | Fair Value, Level 3 | ||
Derivative [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Embedded Derivative | ||
Derivative [Line Items] | ||
Derivative asset | 496 | 0 |
Derivative liabilities | 0 | (670) |
Derivatives Not Designated in Hedge Relationships | Embedded Derivative | Fair Value, Level 1 | ||
Derivative [Line Items] | ||
Derivative asset | 0 | |
Derivative liabilities | 0 | |
Derivatives Not Designated in Hedge Relationships | Embedded Derivative | Fair Value, Level 2 | ||
Derivative [Line Items] | ||
Derivative asset | 496 | |
Derivative liabilities | (670) | |
Derivatives Not Designated in Hedge Relationships | Embedded Derivative | Fair Value, Level 3 | ||
Derivative [Line Items] | ||
Derivative asset | 0 | |
Derivative liabilities | 0 | |
Derivatives Not Designated in Hedge Relationships | Carrying Amount | Term loan, due 2026 | ||
Derivative [Line Items] | ||
Long-term debt | 1,743,090 | 1,728,018 |
Derivatives Not Designated in Hedge Relationships | Carrying Amount | Senior notes, due 2026 | ||
Derivative [Line Items] | ||
Long-term debt | 96,329 | |
Derivatives Not Designated in Hedge Relationships | Carrying Amount | Other long-term debt | ||
Derivative [Line Items] | ||
Long-term debt | 444 | 442 |
Derivatives Not Designated in Hedge Relationships | Carrying Amount | Finance Lease Obligations (with current portion) | ||
Derivative [Line Items] | ||
Long-term debt | 42,037 | 36,112 |
Derivatives Not Designated in Hedge Relationships | Carrying Amount | Interest Rate Cap | ||
Derivative [Line Items] | ||
Derivative asset | 1,654 | 7 |
Derivatives Not Designated in Hedge Relationships | Carrying Amount | Embedded Derivative | ||
Derivative [Line Items] | ||
Derivative asset | $ 496 | |
Derivative liabilities | $ (670) |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Details) - segment | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | |||
Number of operating segments | 3 | ||
Number of reportable segments | 3 | ||
Operating Segments | Nordion | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer One | |||
Segment Reporting Information [Line Items] | |||
Percentage | 15.10% | 15.40% | 14.10% |
Operating Segments | Nordion | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer Two | |||
Segment Reporting Information [Line Items] | |||
Percentage | 12.70% | 13.80% | 12.90% |
Operating Segments | Nordion | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer Three | |||
Segment Reporting Information [Line Items] | |||
Percentage | 11.50% | 13.30% | 12.70% |
Operating Segments | Nordion | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer Four | |||
Segment Reporting Information [Line Items] | |||
Percentage | 11.10% | 10.10% |
Segment and Geographic Inform_4
Segment and Geographic Information - Segment Operating Results (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Net revenues | $ 931,478 | $ 818,158 | $ 778,327 |
Total capital expenditures | 102,162 | 53,507 | 57,257 |
Sterigenics | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 571,829 | 498,773 | 471,708 |
Total capital expenditures | 73,753 | 42,164 | 51,123 |
Nordion | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 140,507 | 114,745 | 116,165 |
Total capital expenditures | 21,292 | 4,655 | 2,034 |
Nelson Labs | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 219,142 | 204,640 | 190,454 |
Total capital expenditures | 7,117 | 6,688 | 4,100 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 931,478 | 818,158 | 778,327 |
Segment income | 481,229 | 419,859 | 379,932 |
Operating Segments | Sterigenics | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 571,829 | 498,773 | 471,708 |
Segment income | 310,470 | 266,639 | 244,904 |
Operating Segments | Nordion | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 140,507 | 114,745 | 116,165 |
Segment income | 82,673 | 66,803 | 62,196 |
Operating Segments | Nelson Labs | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 219,142 | 204,640 | 190,454 |
Segment income | 88,086 | 86,417 | 72,832 |
Intersegment | |||
Segment Reporting Information [Line Items] | |||
Net revenues | $ (34,100) | $ (38,600) | $ (40,900) |
Segment and Geographic Inform_5
Segment and Geographic Information - Reconciliation of Reportable Segment Amounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization | $ 64,200 | $ 63,300 | $ 66,700 | ||
Share-based compensation | 13,870 | 10,987 | 6,882 | ||
Loss on extinguishment of debt | 20,681 | 44,262 | 30,168 | ||
Accretion expense | 2,252 | 1,997 | 2,051 | ||
Net income (loss) attributable to Sotera Health Company | 116,882 | (38,617) | (20,850) | ||
Share-based compensation expense | 11,300 | 1,200 | |||
Nordion | |||||
Segment Reporting Information [Line Items] | |||||
Gain on insurance settlement | $ 3,400 | ||||
ARO, non-cash gain from derecognition | $ 5,100 | ||||
Class C Units | |||||
Segment Reporting Information [Line Items] | |||||
Share-based compensation expense | 10,000 | ||||
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Segment income | 481,229 | 419,859 | 379,932 | ||
Operating Segments | Nordion | |||||
Segment Reporting Information [Line Items] | |||||
Segment income | 82,673 | 66,803 | 62,196 | ||
Segment Reconciling Items | |||||
Segment Reporting Information [Line Items] | |||||
Interest expense, net | 74,192 | 215,259 | 157,729 | ||
Depreciation and amortization | 150,902 | 143,564 | 146,719 | ||
Impairment of long-lived assets and intangible assets | 0 | 0 | 5,792 | ||
Share-based compensation | 13,870 | 10,987 | 16,882 | ||
Capital Restructuring Bonuses | 0 | 2,702 | 2,040 | ||
(Gain) loss on foreign currency and embedded derivatives | (58) | (8,454) | 2,662 | ||
Acquisition and divestiture related charges, net | (6,018) | 3,932 | (318) | ||
Business optimization project expenses | 948 | 2,524 | 4,195 | ||
Plant closure expenses | 2,327 | 2,649 | 1,712 | ||
Loss on extinguishment of debt | 20,681 | 44,262 | 30,168 | ||
Professional services relating to EO sterilization facilities | 45,656 | 36,671 | 11,216 | ||
Accretion expense | 2,252 | 1,946 | 2,051 | ||
COVID-19 expenses | 761 | 2,677 | 0 | ||
Net income (loss) attributable to Sotera Health Company | $ 175,716 | $ (38,860) | $ (916) |
Segment and Geographic Inform_6
Segment and Geographic Information - Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Net revenues | $ 931,478 | $ 818,158 | $ 778,327 |
United States | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 527,907 | 490,498 | 473,958 |
Canada | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 177,875 | 135,938 | 130,469 |
Europe | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 161,810 | 135,720 | 122,606 |
Other | |||
Segment Reporting Information [Line Items] | |||
Net revenues | $ 63,886 | $ 56,002 | $ 51,294 |
Asia | |||
Segment Reporting Information [Line Items] | |||
Percent of total revenues | 2.00% | 2.00% | |
Latin America | |||
Segment Reporting Information [Line Items] | |||
Percent of total revenues | 2.00% | 2.00% |
Segment and Geographic Inform_7
Segment and Geographic Information - Long-Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Total | $ 650,797 | $ 609,814 |
United States | ||
Segment Reporting Information [Line Items] | ||
Total | 323,528 | 305,137 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Total | 135,025 | 141,668 |
Europe | ||
Segment Reporting Information [Line Items] | ||
Total | 128,538 | 97,996 |
Other | ||
Segment Reporting Information [Line Items] | ||
Total | $ 63,706 | $ 65,013 |
Asia | ||
Segment Reporting Information [Line Items] | ||
Percent of total long-lived assets | 5.00% | 5.00% |
Latin America | ||
Segment Reporting Information [Line Items] | ||
Percent of total long-lived assets | 5.00% | 5.00% |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for uncollectible accounts receivable | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 708 | $ 787 | $ 928 |
Charges (credits) to costs and expense | 1,132 | 270 | 482 |
Deductions | (408) | (389) | (591) |
Translation Adjustments | (145) | 40 | (32) |
Balance at End of Period | 1,287 | 708 | 787 |
Deferred tax asset valuation allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 43,765 | 22,962 | 16,678 |
Charges (credits) to costs and expense | 8,455 | 30,667 | 6,318 |
Deductions | 0 | (10,881) | 0 |
Translation Adjustments | (140) | 1,017 | (34) |
Balance at End of Period | $ 52,080 | $ 43,765 | $ 22,962 |
Uncategorized Items - shc-20211
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2014-09 [Member] |