Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 21, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | $ 1,948,207,928 | ||
Entity Common Stock, Shares Outstanding | 282,423,251 | ||
Documents Incorporated by Reference | Portions of the Definitive Proxy Statement for the registrant’s 2023 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, 2022. | ||
Entity Central Index Key | 0001822479 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 395,214 | $ 106,917 |
Restricted cash short-term | 1,080 | 7 |
Accounts receivable, net of allowance for uncollectible accounts of $1,871 in 2022 and $1,287 in 2021, respectively | 118,482 | 108,183 |
Inventories, net | 37,145 | 54,288 |
Prepaid expenses and other current assets | 80,995 | 71,923 |
Income taxes receivable | 12,094 | 4,643 |
Total current assets | 645,010 | 345,961 |
Property, plant, and equipment, net | 774,527 | 650,797 |
Operating lease assets | 26,481 | 39,946 |
Deferred income taxes | 4,101 | 5,885 |
Investment in unconsolidated affiliate | 0 | 9,405 |
Post-retirement assets | 35,570 | 5,478 |
Other assets | 38,983 | 12,866 |
Other intangible assets, net | 491,265 | 598,844 |
Goodwill | 1,101,768 | 1,120,320 |
Total assets | 3,117,705 | 2,789,502 |
Current liabilities: | ||
Accounts payable | 74,139 | 72,868 |
Accrued liabilities | 490,130 | 61,861 |
Deferred revenue | 12,140 | 8,669 |
Current portion of long-term debt | 197,119 | 0 |
Current portion of finance lease obligations | 1,722 | 1,160 |
Current portion of operating lease obligations | 7,554 | 9,289 |
Current portion of asset retirement obligations | 2,896 | 619 |
Income taxes payable | 5,867 | 6,695 |
Total current liabilities | 791,567 | 161,161 |
Long-term debt, less current portion | 1,747,115 | 1,743,534 |
Finance lease obligations, less current portion | 56,955 | 40,877 |
Operating lease obligations, less current portion | 21,577 | 33,017 |
Noncurrent asset retirement obligations | 42,586 | 41,833 |
Deferred lease income | 18,902 | 20,745 |
Post-retirement obligations | 7,910 | 11,464 |
Noncurrent liabilities | 12,831 | 16,274 |
Deferred income taxes | 68,024 | 134,501 |
Total liabilities | 2,767,467 | 2,203,406 |
See Commitments and contingencies note | ||
Equity: | ||
Common stock, with $0.01 par value, 1,200,000 shares authorized; 286,037 and 286,037 shares issued at December 31, 2022 and 2021, respectively | 2,860 | 2,860 |
Preferred stock, with $0.01 par value, 120,000 shares authorized; no shares issued at December 31, 2022 and 2021 | 0 | 0 |
Treasury stock, at cost (3,616 and 3,052 shares at December 31, 2022 and 2021, respectively) | (29,775) | (33,545) |
Additional paid-in capital | 1,189,622 | 1,172,593 |
Retained deficit | (705,816) | (472,246) |
Accumulated other comprehensive loss | (106,653) | (83,566) |
Total equity attributable to Sotera Health Company | 350,238 | 586,096 |
Noncontrolling interests | 0 | 0 |
Total equity | 350,238 | 586,096 |
Total liabilities and equity | $ 3,117,705 | $ 2,789,502 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for uncollectible accounts | $ 1,871 | $ 1,287 |
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 | 286,037,000 |
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) | 3,616,000 | 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | |||
Total net revenues | $ 1,003,687 | $ 931,478 | $ 818,158 |
Cost of revenues: | |||
Total cost of revenues | 446,683 | 412,806 | 374,586 |
Gross profit | 557,004 | 518,672 | 443,572 |
Operating expenses: | |||
Selling, general and administrative expenses | 245,714 | 198,158 | 178,525 |
Amortization of intangible assets | 62,940 | 63,781 | 59,029 |
Total operating expenses | 308,654 | 261,939 | 237,554 |
Operating income | 248,350 | 256,733 | 206,018 |
Interest expense, net | 80,144 | 74,192 | 215,259 |
Illinois EO litigation settlement | (408,000) | 0 | 0 |
Impairment of investment in unconsolidated affiliate | 9,613 | 0 | 0 |
Loss on extinguishment of debt | 0 | 20,681 | 44,262 |
Foreign exchange loss (gain) | 145 | 1,345 | (5,230) |
Other income, net | (6,441) | (15,201) | (9,413) |
Income (loss) before income taxes | (243,111) | 175,716 | (38,860) |
Provision (benefit) for income taxes | (9,541) | 58,595 | (1,369) |
Net income (loss) | (233,570) | 117,121 | (37,491) |
Less: Net income attributable to noncontrolling interests | 0 | 239 | 1,126 |
Net income (loss) attributable to Sotera Health Company | (233,570) | 116,882 | (38,617) |
Other comprehensive income (loss) net of tax: | |||
Pension and post-retirement benefits (net of taxes of $7,022, $8,924 and $(5,737), respectively) | 20,790 | 26,562 | (17,030) |
Interest rate derivatives (net of taxes of $7,387, $142 and $(63), respectively) | 20,939 | 404 | (179) |
Foreign currency translation | (64,816) | (16,395) | 17,458 |
Comprehensive income (loss) | (256,657) | 127,692 | (37,242) |
Less: comprehensive income attributable to noncontrolling interests | 0 | 534 | 830 |
Comprehensive income (loss) attributable to Sotera Health Company | $ (256,657) | $ 127,158 | $ (38,072) |
Earnings (Loss) per share: | |||
Basic (in dollars per share) | $ (0.83) | $ 0.41 | $ (0.16) |
Diluted (in dollars per share) | $ (0.83) | $ 0.41 | $ (0.16) |
Weighted average number of shares outstanding: | |||
Basic (in shares) | 280,096 | 279,228 | 237,696 |
Diluted (in shares) | 280,096 | 279,382 | 237,696 |
Service | |||
Revenues: | |||
Total net revenues | $ 864,828 | $ 805,501 | $ 713,520 |
Cost of revenues: | |||
Total cost of revenues | 390,860 | 357,205 | 333,359 |
Product | |||
Revenues: | |||
Total net revenues | 138,859 | 125,977 | 104,638 |
Cost of revenues: | |||
Total cost of revenues | $ 55,823 | $ 55,601 | $ 41,227 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Pension and post-retirement benefits, tax | $ 7,022 | $ 8,924 | $ (5,737) |
Interest rate swaps, tax | $ 7,387 | $ 142 | $ (63) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Net income (loss) | $ (233,570) | $ 117,121 | $ (37,491) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation | 64,000 | 64,160 | 63,309 |
Amortization of intangible assets | 81,554 | 86,742 | 80,254 |
Impairment of investment in unconsolidated affiliate | 9,613 | 0 | 0 |
Loss on extinguishment of debt | 0 | 20,681 | 44,262 |
Deferred income taxes | (73,960) | (3,716) | (23,360) |
Share-based compensation expense | 21,211 | 13,870 | 10,987 |
Accretion expense | 2,194 | 2,252 | 1,997 |
Unrealized foreign exchange (gain) loss | (3,984) | 788 | (10,596) |
Unrealized loss (gain) on derivatives not designated as hedging instruments | 2,977 | (1,195) | (3,073) |
Amortization of debt issuance costs | 5,681 | 6,161 | 11,624 |
Other | (6,989) | (12,728) | (5,535) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (12,555) | (15,509) | 1,942 |
Inventories | 14,441 | (20,245) | 3,784 |
Other current assets | (5,816) | (3,552) | (7,770) |
Accounts payable | 1,107 | 19,761 | (6,022) |
Accrued liabilities | 20,595 | 1,596 | 3,248 |
Illinois EO litigation settlement | 408,000 | 0 | 0 |
Income taxes payable / receivable | (12,332) | 10,103 | (8,140) |
Other liabilities | 383 | (369) | (657) |
Other long-term assets | (4,589) | (4,376) | 1,822 |
Net cash provided by operating activities | 277,961 | 281,545 | 120,585 |
Investing activities: | |||
Purchases of property, plant and equipment | (182,378) | (102,162) | (53,507) |
Purchase of Iotron Industries Canada, Inc., net of cash acquired | 0 | 0 | (105,187) |
Purchase of BioScience Laboratories, LLC, net of cash acquired | 0 | (13,530) | 0 |
Purchase of mandatorily redeemable noncontrolling interest in Nelson Laboratories Fairfield, Inc. | 0 | (12,425) | 0 |
Purchase of Regulatory Compliance Associates Inc., net of cash acquired | 450 | (31,015) | 0 |
Other investing activities | 32 | (701) | 0 |
Net cash used in investing activities | (181,896) | (159,833) | (158,694) |
Financing activities: | |||
Proceeds from revolving credit facility and long-term borrowings | 200,000 | 0 | 150,000 |
Proceeds from issuance of common stock, net of underwriting discounts and issuance costs | 0 | 0 | 1,155,961 |
Repurchase of common shares | 0 | 0 | (34,000) |
Purchase of noncontrolling interests in China subsidiaries | 0 | (8,418) | 0 |
Payments of debt issuance costs and prepayment premium | (31) | (6,792) | (19,746) |
Payments on revolving credit facility and long-term borrowings | 0 | (100,000) | (1,177,325) |
Shares withheld for employee taxes on equity awards | (393) | (1,434) | 0 |
Other financing activities | (1,815) | (642) | (1,458) |
Net cash provided by (used in) financing activities | 197,761 | (117,286) | 73,432 |
Effect of exchange rate changes on cash and cash equivalents | (4,456) | 44 | 4,106 |
Net increase (decrease) in cash and cash equivalents, including restricted cash | 289,370 | 4,470 | 39,429 |
Cash and cash equivalents, including restricted cash, at beginning of period | 106,924 | 102,454 | 63,025 |
Cash and cash equivalents, including restricted cash, at end of period | 396,294 | 106,924 | 102,454 |
Supplemental disclosures of cash flow information: | |||
Cash paid during the period for interest | 75,849 | 58,772 | 211,276 |
Cash paid during the period for income taxes, net of tax refunds received | 75,496 | 52,007 | 23,988 |
Purchases of property, plant and equipment included in accounts payable | $ 16,413 | $ 14,524 | $ 14,288 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests |
Beginning Balance (in shares) at Dec. 31, 2019 | 232,400 | ||||||
Beginning 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 | ||||||
Issuance of shares | 1,155,961 | $ 536 | 1,155,425 | ||||
Repurchase of shares (in shares) | (1,568) | ||||||
Repurchase of shares | (34,000) | (34,000) | |||||
Share-based compensation plans (in shares) | (1,174) | ||||||
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 derivatives, net of tax | (179) | (179) | |||||
Net (loss) income | (37,491) | (38,617) | 1,126 | ||||
Ending Balance (in shares) at Dec. 31, 2020 | 283,248 | ||||||
Ending 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 | ||||||
Issuance of shares | 1,080 | 1,080 | |||||
Share-based compensation plans (in shares) | (310) | ||||||
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 derivatives, net of tax | 404 | 404 | |||||
Net (loss) income | 117,121 | 116,882 | 239 | ||||
Ending Balance (in shares) at Dec. 31, 2021 | 282,985 | ||||||
Ending Balance at Dec. 31, 2021 | 586,096 | $ 2,860 | (33,545) | 1,172,593 | (472,246) | (83,566) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation plans (in shares) | (564) | ||||||
Share-based compensation plans | 20,799 | 3,770 | 17,029 | ||||
Comprehensive income (loss): | |||||||
Pension and post-retirement plan adjustments, net of tax | 20,790 | 20,790 | |||||
Foreign currency translation | (64,816) | (64,816) | |||||
Interest rate derivatives, net of tax | 20,939 | 20,939 | |||||
Net (loss) income | (233,570) | (233,570) | |||||
Ending Balance (in shares) at Dec. 31, 2022 | 282,421 | ||||||
Ending Balance at Dec. 31, 2022 | $ 350,238 | $ 2,860 | $ (29,775) | $ 1,189,622 | $ (705,816) | $ (106,653) | $ 0 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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 leading global provider of mission-critical end-to-end sterilization solutions, lab testing and advisory services for 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 represented 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% of 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 interest 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 Nelson Laboratories Fairfield, Inc. (“Nelson Labs Fairfield”). As the purchase of this noncontrolling interest was mandatorily redeemable, no earnings were allocated to this noncontrolling interest. See 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 Industries Canada, Inc. (“Iotron”). We determined this to be an investment in a variable interest entity (“VIE”). The investment is not consolidated as the Company concluded that we are not the primary beneficiary of the VIE. This investment is accounted for using the equity method. The investment is reflected within “Investment in unconsolidated affiliates” on the Consolidated Balance Sheets . During the year ended December 31, 2022, we identified certain events and circumstances that indicated a decline in value of our investment in this joint venture that was other-than-temporary. Consequently, in the second quarter of 2022, we wrote down the investment in the joint venture to its fair value of $0, resulting in an impairment charge of approximately $9.6 million. Use of Estimates – In preparing our consolidated financial statements in conformity with U.S. 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, customer financial information and credit ratings, current market conditions as well as the expected future economic conditions that may impact the collection of accounts receivable. 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, 2022 and 2021 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, 2022 and 2021, 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 one evelop the software during the application development stage are capitalized. At December 31, 2022 and 2021, we had undepreciated software costs of $3.4 million and $2.8 million, respectively, included in property, plant, and equipment, net. We recognized $2.2 million, $2.6 million a nd $2.4 million, of depreciation expense related to software costs for the years ending December 31, 2022, 2021 and 2020, respectively. 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 7–20 years Trade name/trademark 5–8 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, 2022. 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 by a sufficient margin to support a positive assertion that goodwill is not impaired. 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. We performed a qualitative update to our annual goodwill impairment assessment in response to the announcement of the Illinois EO litigation settlement on January 9. The updated assessment resulted in no change to our conclusion. There have been no other 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, 2022 and 2021, or 10% or more of net revenues for the years ended December 31, 2022, 2021 and 2020. 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 s ubsidiaries. For the years ended December 31, 2022 and December 31, 2021 , foreign exchange 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 year ended December 31, 2020, foreign exchange gain 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. 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 ( one 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, settlement agreements, 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, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards | Recent Accounting Standards Adoption of Accounting Standard Updates Effective January 1, 2022, we adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”): Measurement of Credit Losses on Financial Instruments , and the subsequently issued additional guidance that modified ASU 2016-13 which was originally issued by the Financial Accounting Standards Board (“FASB”) in June 2016. 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 adoption of this standard did not have a material impact on our consolidated financial statements and disclosures. Effective January 1, 2022, we adopted ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes which was issued by the FASB in December 2019. 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. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures. ASU’s Issued But Not Yet Adopted 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 Codification (“ASC”) Topic 606, Revenue from Contracts 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 do not expect this standard to have a material impact on our financial statements. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021 and 2020: Year Ended December 31, 2022 Sterigenics Nordion Nelson Labs Consolidated Point in time $ 626,646 $ 147,499 $ — $ 774,145 Over time — 6,140 223,402 229,542 Total $ 626,646 $ 153,639 $ 223,402 $ 1,003,687 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 Contract Balances As of December 31, 2022 and 2021, contract assets included in “Prepaid expenses and other current assets” on the Consolidated Balance Sheets totaled approximatel y $19.8 million and $15.6 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 $12.1 million and $8.7 million at December 31, 2022 and 2021, 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, 2022 | |
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 $30.6 million, net of $0.6 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 expands and further strengthens our technical consulting and expert advisory capabilities within 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. As of December 31, 2022, approximately $25.3 million of goodwill was recorded related to the RCA acquisition, representing the excess of the purchase price over the estimated fair values of all the assets acquired and liabilities assumed. We also recorded $6.4 million of finite-lived intangible assets, primarily related to customer relationships. 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, 2022 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. Approximately $8.4 million of goodwill was recorded related to the BioScience Labs acquisition, representing the excess of the purchase price over the 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 the Company’s 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 the 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. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: (thousands of U.S. dollars) As of December 31, 2022 2021 Raw materials and supplies $ 36,402 $ 41,514 Work-in-process 584 3,919 Finished goods 276 8,979 37,262 54,412 Reserve for excess and obsolete inventory (117) (124) Inventories, net $ 37,145 $ 54,288 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Prepaid taxes $ 26,598 $ 24,937 Prepaid business insurance 9,964 10,707 Prepaid rent 998 920 Customer contract assets 19,777 15,565 Insurance and indemnification receivables 3,724 3,144 Current deposits 660 623 Prepaid maintenance contracts 324 279 Value added tax receivable 1,640 2,512 Prepaid software licensing 1,832 2,055 Stock supplies 3,656 3,374 Embedded derivative assets 2,721 496 Other 9,101 7,311 Prepaid expenses and other current assets $ 80,995 $ 71,923 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Land and buildings $ 317,930 $ 295,780 Leasehold improvements 67,386 54,200 Machinery, equipment, including Co-60 577,670 506,938 Furniture and fixtures 7,747 7,489 Computer hardware and software 44,796 40,751 Asset retirement costs 4,255 4,164 Construction-in-progress 193,639 131,869 1,213,423 1,041,191 Less accumulated depreciation (438,896) (390,394) Property, plant and equipment, net $ 774,527 $ 650,797 Depreciation and amortization expense for property, plant, and equipment, including property under finance leases, was $64.3 million, $64.2 million and $63.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. Capitalized interest totaled $3.7 million , $1.1 million and $0.7 million for the years ended December 31, 2022, 2021 and 2020, respectively, and was recorded as a reduction in “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Income (Loss). |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 were as follows: (thousands of U.S. dollars) Sterigenics Nordion Nelson Labs Total Goodwill at January 1, 2021 $ 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 RCA acquisition measurement period adjustments — — 4,645 4,645 Changes due to foreign currency exchange rates (3,285) (17,939) (1,973) (23,197) Goodwill at December 31, 2022 $ 657,458 $ 270,966 $ 173,344 $ 1,101,768 Other intangible assets consisted of the following: (thousands of U.S. dollars) Gross Carrying Amount Accumulated Amortization As of December 31, 2022 Finite-lived intangible assets Customer relationships $ 652,811 $ 422,277 Proprietary technology 86,054 50,952 Trade names 2,553 701 Land-use rights 8,986 1,683 Sealed source and supply agreements 204,391 93,034 Other 4,469 1,979 Total finite-lived intangible assets 959,264 570,626 Indefinite-lived intangible assets Regulatory licenses and other (a) 76,978 — Trade names / trademarks 25,649 — Total indefinite-lived intangible assets 102,627 — Total $ 1,061,891 $ 570,626 As of December 31, 2021 Gross Carrying Amount Accumulated Amortization 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 (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 year 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 $81.6 million, $86.8 million, and $80.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. $62.9 million, $63.8 million, and $59.0 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, 2022, 2021 and 2020, 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) 2023 $ 80,533 2024 79,757 2025 42,472 2026 22,181 2027 21,104 Thereafter 142,591 Total $ 388,638 The weighted-average remaining useful life of the finite-lived intangible assets was approximately 8.3 years as of December 31, 2022. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following: (thousands of U.S. dollars) As of December 31, 2022 2021 Accrued employee compensation $ 32,936 $ 33,334 Illinois EO litigation settlement reserve 408,000 — Other legal reserves 3,776 3,259 Accrued interest expense 23,291 10,755 Embedded derivatives 3,508 — Professional fees 6,436 4,314 Accrued utilities 1,906 1,797 Insurance accrual 2,392 2,068 Accrued taxes 2,567 2,209 Other 5,318 4,125 Accrued liabilities $ 490,130 $ 61,861 The increase in accrued interest expense relates to an adjustment in the timing of our quarterly scheduled Term Loan interest payments and incremental interest expense on the additional borrowing under the Revolving Credit Facility. Refer to Note 10, “Long-Term Debt”. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 Gross Amount Unamortized Debt Issuance Costs Unamortized Debt Discount Net Amount Term loan, due 2026 1,763,100 (2,140) (13,845) 1,747,115 Revolving credit facility (a) 200,000 (3,328) — 196,672 Other long-term debt 450 (3) — 447 1,963,550 (5,471) (13,845) 1,944,234 Less current portion 200,450 (3,331) — 197,119 Long-term debt $ 1,763,100 $ (2,140) $ (13,845) $ 1,747,115 (thousands of U.S. dollars) As of December 31, 2021 Gross Amount Unamortized Debt Issuance Costs Unamortized Debt Discount Net Amount Term loan, due 2026 1,763,100 (2,676) (17,334) 1,743,090 Other long-term debt 450 (6) — 444 1,763,550 (2,682) (17,334) 1,743,534 Less current portion — — — — Long-term debt $ 1,763,550 $ (2,682) $ (17,334) $ 1,743,534 (a) Although the contractual maturity of the revolving credit facility is June 13, 2026 (as further described below), the Company expects to pay down the current balance within the next twelve months. Accordingly, the balance is classified as current portion of long-term debt. 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 “2019 Credit Agreement”). The Revolving Credit Facility and Term Loan mature on June 13, 2026, and December 13, 2026, respectively. The total borrowing capacity under the Revolving Credit Facility is $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, 2022 and 2021, total borrowings under the Term Loan were $1,763.1 million. As of December 31, 2022 and 2021 total borrowings outstanding on the Revolving Credit Facility were $200.0 million and $0, respectively. The weighted average interest rate on borrowings under the Term Loan for the year ended December 31, 2022 and 2021 was 4.63% and 3.44%, respectively. On February 23, 2023, we entered into the First Lien Credit Agreement (the “2023 Credit Agreement”), which provides for, among other things, a new Term Loan B facility in an aggregate principal amount of $500.0 million and bears interest, at the Company’s option, at a variable rate per annum equal to either (x) the Term SOFR Rate (as defined in the 2023 Credit Agreement) plus an applicable margin of 3.75% or (y) an alternative base rate (“ABR”) plus an applicable margin of 2.75%. The 2023 Credit Agreement is secured on a first priority basis on substantially all of our assets and is guaranteed by certain of our subsidiaries. It is prepayable without premium or penalty at any time six months after the closing date. The principal balance shall be paid at 1% of the aggregate principal amount ($5.0 million) per year, with the balance due at the end of 2026. The Company plans to use proceeds of this debt, along with available cash, to a) fund a previously announced $408.0 million EO litigation settlement in Cook County, Illinois, subject to the satisfaction or waiver by the Company of the various conditions for the settlement, b) pay down existing borrowings under the Company’s revolving credit facility, c) further enhance liquidity, and (d) for general corporate purposes. 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 resulted 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). Subsequent to the IPO, the remaining principal balance matures on December 13, 2026. 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 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 2019 Credit Agreement) related to any Revolving Loans (as defined in the 2019 Credit Agreement) from a rate per annum that ranged from an alternative base rate (“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 2019 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 2019 Credit Agreement), to the Adjusted LIBOR (as defined in the 2019 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 2019 Credit Agreement are unchanged and the amendment does not change the capacity of our Revolving Credit Facility. 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. 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. An event of default under the Senior Secured Credit Facilities would occur if the Company or certain of its subsidiaries received one or more enforceable judgments for payment in an aggregate amount in excess of $100.0 million, which judgment or judgments are not stayed or remain undischarged for a period of sixty 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, 2022, the Company had $66.0 million of letters of credit issued against the Revolving Credit Facility, resulting in total availability under the Revolving Credit Facility of $81.5 million. Term Loan Interest Rate Risk Management The Company utilizes interest rate derivatives to reduce the variability of cash flows in the interest payments associated with our variable rate debt due to changes in LIBOR (or its successor). For additional information on the derivative instruments described above, refer to Note 21, “Financial Instruments and Financial Risk”, “Derivative Instruments.” Publication of all U.S. LIBOR tenors will cease after June 30, 2023. The most likely replacement benchmark is expected to be the Secured Overnight Financing Rate (“SOFR”), which has been recommended by financial regulators in the United States. We have identified our LIBOR-based exposure in our debt and outstanding interest rate derivative agreements and have addressed the LIBOR transition for those contracts. In accordance with ASC 848 Reference Rate Reform , we have elected to apply certain optional expedients for contract modifications and hedging relationships for derivative instruments impacted by the benchmark interest rate transition. The optional expedients remove the requirement to remeasure contract modifications or dedesignate hedging relationships impacted by reference rate reform. 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 was 7.00%. 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). Aggregate Maturities Aggregate maturities of the Company’s long-term debt, excluding debt discounts, as of December 31, 2022, are as follows: (thousands of U.S. dollars) 2023 $ 450 2024 — 2025 — 2026 1,963,100 2027 — Thereafter — Total $ 1,963,550 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 2020 U.S. $ (418,308) $ 5,092 $ (168,943) Foreign 175,197 170,624 130,083 Income (loss) before income taxes $ (243,111) $ 175,716 $ (38,860) Provision (benefit) for income taxes consisted of the following: (thousands of U.S. dollars) Year ended December 31, 2022 2021 2020 Current Federal U.S. $ 12,841 $ 13,915 $ (10,560) State U.S. 5,082 3,220 166 Foreign 46,496 45,176 32,385 Total current provision 64,419 62,311 21,991 Deferred Federal U.S. (52,382) (2,422) (4,336) State U.S. (17,919) 391 (5,334) Foreign (3,659) (1,685) (13,690) Total deferred benefit (73,960) (3,716) (23,360) Total provision (benefit) for income taxes $ (9,541) $ 58,595 $ (1,369) 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, 2022 2021 2020 Provision (benefit) computed at federal statutory rate $ (51,053) $ 36,872 $ (8,181) Increase (decrease) in taxes as a result of: State taxes, net of federal benefit (20,359) 1,013 (5,876) Valuation allowance 53,860 8,455 19,170 Global intangible low-tax income (“GILTI”) 1,427 2,103 2,577 Nondeductible share-based compensation 2,510 1,512 2,046 Foreign tax rate differential 8,335 8,005 6,405 Impact of rate changes on deferred tax balances (1,184) 2,612 (1,906) Tax holiday (605) (706) (616) Audit settlement 276 276 47 Impact of CARES Act and final 951A regulations — — (16,720) Tax credits (172) (248) (1,965) Other (2,576) (1,299) 3,650 Total provision (benefit) for income taxes $ (9,541) $ 58,595 $ (1,369) 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, 2022 2021 Net operating loss carryforwards $ 9,286 $ 11,262 Net capital loss carryforwards 4,666 4,128 Reserves and accruals 121,685 14,968 Employee benefits and compensation 6,610 5,145 Asset retirement obligations 10,649 9,949 Lease liability 9,506 11,107 Disallowed interest carryforward 89,682 76,386 Other 6,561 7,099 Deferred tax assets before valuation allowance 258,645 140,044 Valuation allowance (105,600) (52,080) Net deferred tax assets 153,045 87,964 Depreciation and amortization (199,670) (214,884) Other (17,298) (1,696) Total deferred tax liabilities (216,968) (216,580) Net deferred tax liabilities $ (63,923) $ (128,616) Noncurrent net deferred tax assets $ 4,101 $ 5,885 Noncurrent net deferred tax liabilities (68,024) (134,501) Noncurrent net deferred tax liabilities $ (63,923) $ (128,616) At December 31, 2022 and 2021, the Company had available state net operating loss carryforwards of $28.3 million and $46.4 million, respectively, of which $0.9 million have no expiration date, and foreign net operating loss carryforwards of approximately $29.3 million and $31.6 million, respectively, the majority of which have no expiration date. At December 31, 2022 and 2021, a valuation allowance was established against foreign net operating loss carryforwards for $3.0 million and $3.2 million, respectively. At December 31, 2022 we also established a valuation allowance against state net operating loss carryforwards for $1.9 million. 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, 2022 and 2021, 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, 2022 and 2021, the gross reserve for uncertain tax positions, excluding accrued interest and penalties, was $0 and less than $1.0 million, r espectively, 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, 2022 2021 Gross unrecognized tax benefits, beginning of year $ 116 $ 300 Additions related to current year — 116 Reductions related to prior years (116) — Settlements — (300) Gross unrecognized tax benefits, end of period $ — $ 116 The Company recognizes interest and penalties as part of the provision for income taxes. For the years ended December 31, 2022, 2021 and 2020 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, 2017 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, 2022 | |
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 $5.0 million, $4.3 million, and $4.2 million for the years ended December 31, 2022, 2021 and 2020, 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 $1.2 million, $1.4 million and $1.2 million for the years ended December 31, 2022, 2021 and 2020, 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 defined contribution plans, 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 following defined benefit pension plan disclosure relates to Nordion. All other foreign defined benefit pension plans are immaterial. 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 plans were as follows: Year ended December 31, (thousands of U.S. dollars) 2022 2021 2020 Service cost $ 969 $ 1,204 $ 1,104 Interest cost 7,411 6,516 8,034 Expected return on plan assets (14,421) (14,370) (14,407) Amortization of net actuarial loss — 1,079 791 Net periodic benefit $ (6,041) $ (5,571) $ (4,478) The following weighted average assumptions were used in the determination of the projected benefit obligation and the net periodic benefit: Year ended December 31, 2022 2021 Projected benefit obligation Discount rate 5.19 % 3.01 % Rate of compensation increase 3.00 % 3.00 % Periodic benefit Discount rate 3.01 % 2.53 % Expected return on plan assets 5.00 % 5.00 % 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, 2022 2021 Change in projected benefit obligation: Projected benefit obligation, as of beginning of the year $ 296,712 $ 323,515 Service cost 1,118 1,382 Interest cost 7,411 6,516 Benefits paid (12,207) (12,330) Actuarial gain (59,378) (23,831) Foreign currency exchange rate changes (16,074) 1,460 Projected benefit obligation, end of year $ 217,582 $ 296,712 Change in fair value of plan assets: Fair value of plan assets as of the beginning of the year $ 302,190 $ 288,539 Actual return on plan assets (20,038) 24,251 Benefits paid (12,207) (12,330) Employer contributions 693 733 Employee contributions 149 178 Foreign currency exchange rate changes (17,657) 819 Fair value of plan assets, end of year $ 253,130 $ 302,190 Funded status at end of year $ 35,548 $ 5,478 Accumulated benefit obligation, end of year $ 215,001 $ 291,818 All defined benefit pension plans are overfunded as of December 31, 2022 and December 31, 2021. 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 assets” for overfunded 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, 2022 2021 Projected benefit obligation $ 217,582 $ 296,712 Fair value of plan assets 253,130 302,190 Plan assets greater than (less than) projected benefit obligation 35,548 5,478 Unrecognized net actuarial (gain) loss (1,649) 23,779 Net amount recognized at year end $ 33,899 $ 29,257 Noncurrent assets $ 35,548 $ 5,478 Accumulated other comprehensive (income) loss (1,649) 23,779 Net amount recognized at year end $ 33,899 $ 29,257 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, 2022 2021 Net actuarial (gain) loss $ (1,649) $ 23,779 Deferred income taxes 370 (6,025) Accumulated other comprehensive loss – net of tax $ (1,279) $ 17,754 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 2022 2021 Cash 0.0 % 0.4 % 0.9 % Fixed income 46.0 % 43.1 % 46.6 % Equities 35.0 % 33.4 % 34.2 % Real assets and alternatives 19.0 % 23.1 % 18.3 % 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”. (thousands of U.S. dollars) Year Ended December 31, Level 1 Level 2 Total Cash and cash equivalents $ 963 $ — $ 963 Fixed income securities — 109,232 109,232 Equity securities — 84,513 84,513 Real assets and alternatives — 58,422 58,422 Total $ 963 $ 252,167 $ 253,130 As of December 31, 2021 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 Hedge funds — 55,182 55,182 Total $ 2,660 $ 299,530 $ 302,190 Expected future benefit payments from plan assets are as follows: (thousands of U.S. dollars) Year Ended December 31, 2023 $ 13,221 2024 13,462 2025 13,712 2026 13,969 2027 14,084 2028 - 2032 71,888 $ 140,336 Other benefit plans Other benefit plans disclosed below relate to Nordion 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. All other non-pension post-employment benefit plans are immaterial. 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 benefit plans were as follows: (thousands of U.S. dollars) Year Ended December 31, 2022 2021 2020 Service cost $ 16 $ 28 $ 29 Interest cost 284 268 324 Amortization of net actuarial (gain) loss (171) (34) 7 Net periodic benefit cost $ 129 $ 262 $ 360 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, 2022 2021 Projected benefit obligation: Discount rate 5.19 % 3.01 % 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 18 11 Benefit cost: Discount rate 3.01 % 2.53 % 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 2022: (thousands of U.S. dollars) 1% Increase 1% Decrease Change in net periodic benefit cost $ 20 $ (17) Change in projected benefit obligation 508 (428) 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, 2022 2021 Change in projected benefit obligation: Projected benefit obligation $ 11,942 $ 13,684 Service cost 16 28 Interest cost 284 268 Benefits paid (590) (922) Actuarial gain (2,775) (1,389) Plan participant contributions 146 203 Foreign currency exchange rate changes (632) 70 Projected benefit obligation, end of year $ 8,391 $ 11,942 Change in fair value of plan assets: Fair value of plan assets as of the beginning of the year $ 478 $ 437 Benefits paid (181) (181) Employer contributions 216 221 Foreign currency exchange rate changes (32) 1 Fair value of plan assets, end of year $ 481 $ 478 Underfunded status at end of year $ (7,910) $ (11,464) Accumulated benefit obligation, end of year $ 8,381 $ 11,900 All other post-retirement benefit pension plans are underfunded as of December 31, 2022 and 2021. 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, 2022 2021 Projected benefit obligation $ (8,391) $ (11,942) Fair value of plan assets 481 478 Plan assets less than projected benefit obligation (7,910) (11,464) Unrecognized actuarial gains (losses) (2,732) (245) Net amount recognized at year end $ (10,642) $ (11,709) Noncurrent liabilities $ (7,910) $ (11,464) Accumulative other comprehensive income (loss) (2,732) (245) Net amount recognized at year end $ (10,642) $ (11,709) 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, 2022 2021 Net actuarial loss $ (2,732) $ (245) Deferred income taxes 699 72 Accumulated other comprehensive income (loss) – net of tax $ (2,033) $ (173) Based on the actuarial assumptions used to develop the Company’s benefit obligations as of December 31, 2022, the following benefit payments are expected to be made to plan participants: (thousands of U.S. dollars) Years ended December 31 2023 $ 585 2024 538 2025 530 2026 529 2027 556 2028 - 2032 2,528 Total $ 5,266 We currently expect funding requirements of approximately $0.3 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, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Related PartiesWe do business with a number of companies affiliated with Warburg Pincus and GTCR, which we refer to collectively as the “Sponsors.” For the year ended December 31, 2022, the Company recorded sales of $3.7 million to Curia Global (“Curia”), an affiliate of GTCR. Amounts due from Curia as of December 31, 2022 were $0.8 million. All other transactions with companies affiliated with Warburg Pincus and GTCR were not in excess of $0.12 million during the year ended December 31, 2022. For the years ended December 31, 2021 and 2020, the Company had not engaged in any related party transactions in excess of $0.12 million. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2022 | |
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 applicable tax, were as follows: (thousands of U.S. dollars) Defined Benefit Plans Foreign Currency Translation Interest Rate Derivatives Total 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) Beginning balance – January 1, 2022 $ (17,581) $ (66,389) $ 404 $ (83,566) Other comprehensive income (loss) before reclassifications 20,803 (64,816) 20,939 (23,074) Amounts reclassified from accumulated other comprehensive income (loss) (13) (a) — — (13) Net current-period other comprehensive income (loss) 20,790 (64,816) 20,939 (23,087) Ending balance – December 31, 2022 $ 3,209 $ (131,205) $ 21,343 $ (106,653) (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, 2022 | |
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. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
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 or B-2 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” . 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. Restricted stock distributed in respect of pre-IPO Class B-1 time vesting units vests on a daily basis pro rata over a five-year vesting period (20% per year) beginning on the original vesting commencement date of the corresponding Class B-1 time vesting units, subject to the grantee’s continued services through each vesting date. Upon the occurrence of a change in control of the Company, all then outstanding unvested shares of our common stock distributed in respect of Class B-1 Units will become vested as of the date of consummation of such change in control, subject to the grantee’s continued services through the consummation of the change in control. 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 Sotera Health Topco Parent, L.P. (of which the Company was a direct wholly-owned subsidiary prior to the IPO) and (ii) the Sponsors’ internal rate of return exceeds 20%, subject to such grantee’s continued services through such date. 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. Stock based compensation expense attributed to the pre-IPO Class B-2 awards was recorded in the fourth quarter of 2020 as the related performance conditions were considered probable of achievement and the implied service conditions were met. As of December 31, 2022, these awards remain unvested. We recognized $2.1 million and $2.6 million of share-based compensation expense related to pre-IPO Class B-1 Units for the years ended December 31, 2022 and 2021, respectively. We recognized $9.7 million of share-based compensation expense ($4.9 million related to pre-IPO Class B-2 Units and $4.8 million related to pre-IPO Class B-1 Units) for the years ended December 31, 2020. The assumptions used to calculate the fair value of the pre-IPO awards were as follows: 2020 Risk-free interest rate 1.6 % Expected volatility 50 % Expected dividends None Expected time until exercise (years) 0.6 These awards were no longer issued after the IPO in November 2020. A summary of the activity for the years ended December 31, 2022, 2021 and 2020 related to the restricted stock distributed to the Company service providers in respect of the pre-IPO awards (Class B-1 and B-2) is presented below: Restricted Stock - Pre-IPO B-1 Restricted Stock - Pre-IPO B-2 At January 1, 2020 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 Forfeited (54,333) (925,544) Vested (435,665) — At December 31, 2022 716,091 1,098,415 ( 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, 2022 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) $ 5.36 $ 1.76 $ 3.18 Weighted average remaining contractual term 2.2 years N/A N/A Total compensation cost recognized during 2022 $ 2.1 $ — $ 2.1 Unrecognized compensation expense at December 31, 2022 $ 4.2 $ — $ 4.2 (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 unde r the 2020 Plan is 27.9 million. At December 31, 2022, 19.1 million shares are available for future issuance. The Company plans to issue shares available under t he 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 on a straight-line basis in our Consolidated Statements of Operations and Comprehensive Income (Loss), in “Selling, general and administrative expenses”. We recognized $19.1 million ( $7.8 million for stock options and $11.3 million for RSAs and RSUs), $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, 2022, 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, 2022 2021 2020 Weighted average grant date fair value per share $ 4.86 $ 9.08 $ 8.54 Expected term (years) 5.8 years 6.3 years 6.3 years Risk-free interest rate 3.4 % 1.2 % 0.5 % Expected volatility 45.7 % 37.5 % 37.5 % Stock options generally vest ratably over a period of two 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 2,423,256 $ 23.02 Granted 4,161,145 11.09 Forfeited (593,931) 21.93 Exercised — — Outstanding at the end of the year 5,990,470 $ 14.84 9.0 years $ 5.3 Exercisable at the end of the year 1,011,670 $ 23.01 7.9 years $ — Unvested at the end of the year 4,978,800 $ 13.18 9.3 years $ 5.3 At December 31, 2022 the total unrecognized compensation expense related to stock options expected to be recognized over the weighted-average period of approximately 2.0 years is $23.3 million. The total fair value of stock options vested during the year ended December 31, 2022 was $4.4 million. RSUs RSUs generally vest ratably over a period of one to four years and are valued based on the market price on the date of grant. The following table summarizes our unvested RSUs activity for the year ended December 31, 2022: Number of Shares Weighted-average Grant Date Fair Value Unvested at the beginning of the year 640,122 $ 23.19 Granted 2,319,762 12.23 Forfeited (234,172) 21.38 Vested (243,277) 23.41 Unvested at the end of the year 2,482,435 $ 13.09 As of December 31, 2022, total unrecognized compensation expense related to RSUs expected to be recognized over the weighted-average period of approximately 2.2 years is $25.1 million. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share represents the amount of income (loss) attributable to each common share outstanding. Diluted earnings (loss) 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 . Our basic and diluted earnings (loss) per Common Share are calculated as follows: Year Ended December 31, in thousands of U.S. dollars and share amounts (except per share amounts) 2022 2021 2020 Earnings (loss): Net income (loss) $ (233,570) $ 117,121 $ (37,491) Less: Net income attributable to noncontrolling interests — 239 1,126 Less: Allocation to participating securities — 1,524 — Net income (loss) attributable to Sotera Health Company common stockholders $ (233,570) $ 115,358 $ (38,617) Weighted Average Common Shares: Weighted-average common shares outstanding - basic 280,096 279,228 237,696 Dilutive effect of potential common shares (a) — 154 — Weighted-average common shares outstanding - diluted 280,096 279,382 237,696 Earnings (loss) per Common Share: Net income (loss) per common share attributable to Sotera Health Company common stockholders - basic $ (0.83) $ 0.41 $ (0.16) Net income (loss) per common share attributable to Sotera Health Company common stockholders - diluted (0.83) 0.41 (0.16) (a) As the Company reported a net loss for the years ended December 31, 2022 and 2020, the calculation of diluted weighted average common shares outstanding is not applicable because the effect of including the potential common shares would be anti-dilutive. Diluted earnings per shares does not consider the following potential common shares as the effect would be anti-dilutive: Year Ended December 31, in thousands of share amounts 2022 2021 2020 RSUs 2,467 4 771 Stock options 5,990 2,403 2,201 Total anti-dilutive securities 8,457 2,407 2,972 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, (thousands of U.S. dollars) 2022 2021 2020 Operating lease costs (a) $ 15,122 $ 15,433 $ 14,403 Finance lease costs: Amortization of right of use assets 6,368 3,018 2,617 Interest on lease liabilities 3,454 2,506 1,967 Total finance lease costs 9,822 5,524 4,584 Total lease costs $ 24,944 $ 20,957 $ 18,987 (a) Includes $1.3 million, $0.9 million, and $1.0 million of short-term lease costs in the year ended December 31, 2022, 2021, and 2020, respectively. Lease terms and discount rates were as follows: Year Ended December 31, 2022 2021 Weighted average remaining lease term: Operating leases 4.5 years 6.3 years Finance leases 14.0 years 15.6 years Weighted average discount rate: Operating leases 5.88 % 6.09 % Finance leases 5.48 % 5.91 % Supplemental cash flow information related to leases was as follows: Year Ended December 31, (thousands of U.S. dollars) 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 11,112 $ 12,494 $ 12,732 Operating cash flow for finance leases 2,932 2,042 2,118 Finance cash flows for finance leases 1,066 901 1,498 Maturities of lease liabilities as of December 31, 2022 are as follows: (thousands of U.S. dollars) Operating Leases Finance Leases Total 2023 $ 9,065 $ 4,850 $ 13,915 2024 6,222 11,149 17,371 2025 4,414 4,507 8,921 2026 4,035 4,436 8,471 2027 3,160 4,550 7,710 2028 and Thereafter 7,506 57,553 65,059 Total lease payments 34,402 87,045 121,447 Less imputed interest (5,271) (28,368) (33,639) Total lease liabilities $ 29,131 $ 58,677 $ 87,808 |
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 December 31, (thousands of U.S. dollars) 2022 2021 2020 Operating lease costs (a) $ 15,122 $ 15,433 $ 14,403 Finance lease costs: Amortization of right of use assets 6,368 3,018 2,617 Interest on lease liabilities 3,454 2,506 1,967 Total finance lease costs 9,822 5,524 4,584 Total lease costs $ 24,944 $ 20,957 $ 18,987 (a) Includes $1.3 million, $0.9 million, and $1.0 million of short-term lease costs in the year ended December 31, 2022, 2021, and 2020, respectively. Lease terms and discount rates were as follows: Year Ended December 31, 2022 2021 Weighted average remaining lease term: Operating leases 4.5 years 6.3 years Finance leases 14.0 years 15.6 years Weighted average discount rate: Operating leases 5.88 % 6.09 % Finance leases 5.48 % 5.91 % Supplemental cash flow information related to leases was as follows: Year Ended December 31, (thousands of U.S. dollars) 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 11,112 $ 12,494 $ 12,732 Operating cash flow for finance leases 2,932 2,042 2,118 Finance cash flows for finance leases 1,066 901 1,498 Maturities of lease liabilities as of December 31, 2022 are as follows: (thousands of U.S. dollars) Operating Leases Finance Leases Total 2023 $ 9,065 $ 4,850 $ 13,915 2024 6,222 11,149 17,371 2025 4,414 4,507 8,921 2026 4,035 4,436 8,471 2027 3,160 4,550 7,710 2028 and Thereafter 7,506 57,553 65,059 Total lease payments 34,402 87,045 121,447 Less imputed interest (5,271) (28,368) (33,639) Total lease liabilities $ 29,131 $ 58,677 $ 87,808 |
Asset Retirement Obligations (_
Asset Retirement Obligations (“ARO”) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 ARO – beginning of period $ 42,452 $ 45,633 Liabilities settled (a) (497) (5,651) Changes in estimates 2,593 183 Accretion expense 2,194 2,252 Foreign currency exchange and other (1,260) 35 ARO – end of period 45,482 42,452 Less current portion of ARO 2,896 619 Noncurrent ARO – end of period $ 42,586 $ 41,833 (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 $0.3 million, $0.4 million and $0.2 million, for the years ended December 31, 2022, 2021, and 2020 respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Continge ncies We depend on a limited number of suppliers and our agreements with these suppliers account for material portions of our supply and direct material costs. These costs include obligations under various supply agreements in our Nordion segment for Co-60 that are enforceable and legally binding on us. As of December 31, 2022, we had minimum purchase commitments primarily with domestic and international suppliers of raw materials for the Nordion business totaling $1,586.7 million. The terms of these long-term supply or service arrangements range from 1 to 42 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 $107.2 million as of December 31, 2022. We expect to utilize the Co-60 and EO gas encompassed by these agreements in the normal course of our business and therefore our commitments under these agreements 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. Except for the accrual for the Ethylene Oxide Tort Litigation settlement in Illinois discussed below, no material amounts have been accrued in our consolidated financial statements with respect to any loss contingencies as of December 31, 2022. If a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. 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, a potential liability ultimately determined to be attributable to the Company may result in a material impact on the Company’s results of operations, liquidity or financial condition for the annual or interim period during which such liability is accrued and/or paid. The Company may also incur material defense and settlement costs, diversion of management resources and other adverse effects on our business, financial condition, or results of operations. Ethylene Oxide Tort Litigation Sterigenics U.S., LLC 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 850 plaintiffs have filed lawsuits, and approximately 25 individuals have threatened to file 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’ former Willowbrook facility. Additional derivative claims are alleged on behalf of relatives of 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”). Jury trials were conducted during 2022 in two of the individual cases included in the Consolidated Case, and twelve individual cases were scheduled for trials in 2023. The first trial began on August 12, 2022, and on September 19, 2022, the jury rendered a verdict in favor of the plaintiff and awarded damages in the amount of $358.7 million, including $36.1 million of compensatory damages, $320.0 million of punitive damages and $2.6 million of prejudgment interest against Sterigenics U.S., LLC and Sotera Health, LLC (the “Defendant Subsidiaries”). Post-judgment interest accrues on the compensatory and punitive damages awards from September 20, 2022, the date of the judgment order. The Defendant Subsidiaries filed a Motion for Post Trial Relief which was denied on December 19, 2022. On January 9, 2023 the Defendant Subsidiaries filed a Notice of Appeal to the First District Appellate Court in Illinois, appealing the September 20, 2022 adverse judgment. The deadline for posting an appellate bond or providing an alternate form of security for the appeal was extended to February 8, 2023. The second individual trial began on October 6, 2022, and on November 18, 2022 the jury returned a defense verdict on all counts. On January 4, 2023, the plaintiff in the second trial filed a motion for post-trial relief seeking an order reversing and/or vacating the verdict, granting a new trial, and/or entering judgment in the plaintiff’s favor notwithstanding the verdict. On November 1, 2022 certain plaintiffs in the Consolidated Case filed a lawsuit in the Circuit Court of Cook County, Illinois against the Company and certain affiliates, subsidiaries and current and former officers, alleging that certain transfers of assets occurring after December 2016 were intended to make assets unavailable to satisfy judgments the plaintiffs might win in future trials in their individual personal injury cases included in the Consolidated Case (the “Asset Transfer Case”). On November 10, 2022, the Asset Transfer Case was removed to the United States District Court for the Northern District of Illinois and all defendants filed answers and affirmative defenses. On January 9, 2023, the Defendant Subsidiaries (the “Settling Defendants”) entered into binding term sheets (the “Term Sheets”) with the “Plaintiffs’ Executive Committee” (the “PEC”) appointed to act on behalf of the more than 20 law firms (“Plaintiffs’ Counsel”) representing the plaintiffs in the Consolidated Case, the Asset Transfer Case, and other clients with personal injury claims that have not yet been filed (together, the “Eligible Claimants”). The Term Sheets provide a pathway to comprehensively resolve the claims pending against the Settling Defendants in Illinois and thereby enable the Company to focus its full attention on operating the business. The Company denies any liability and maintains that its Willowbrook, Illinois operations did not pose a safety risk to the community in which it operated, and believes the evidence and science ultimately would have compelled the rejection of the plaintiffs’ claims. However, years of biased media coverage in the greater Chicago area, the significant costs of posting a large bond in support of the appeal of the first trial verdict and the time and expense that would have been required to continue to contest hundreds of additional lawsuits through a multi-year process in the Illinois court system led the Company to conclude that resolving the pending Illinois EO cases would be in the best interest of the Company and its stakeholders. The Term Sheets provide an agreed path to final settlement of the Eligible Claimants’ claims, subject to the satisfaction or waiver of the conditions described below. The scope of the settlement includes all claims that have been alleged or could have been alleged by Eligible Claimants related to or arising from alleged emissions of EO from Sterigenics’ operations in or around Willowbrook, Illinois and related claims that have been or could have been alleged by Eligible Claimants seeking to challenge any transfer of assets to or from the Company, its subsidiaries and certain affiliates to any other entity or person (the “Covered Claims”). The Settling Defendants deny any liability for the Covered Claims and, per their express terms, the Term Sheets are not to be construed as an admission of liability or that the Company engaged in any wrongful, tortious, or unlawful activity or that use and/or emissions of EO from Sterigenics’ operations in or around Willowbrook, Illinois posed any safety hazard to the surrounding communities. If the conditions to the Term Sheets are satisfied or waived, among other things, (1) by or on May 1, 2023 Sterigenics will contribute $408.0 million to a settlement fund that will be used to pay all settlement fees and expenses and cash payments to the Eligible Claimants participating in the settlement and (2) the Eligible Claimants participating in the settlement will release the Company, its subsidiaries and certain affiliates from all Covered Claims and dismiss with prejudice all pending lawsuits and appeals relating to or arising from any Covered Claims. The parties to the Term Sheets have agreed to work in good faith to draft and execute full settlement agreements in accordance with the Term Sheets, but a failure to execute full settlement agreements would not impact the binding effect of the Term Sheets. Upon entering into the Term Sheets, and based on our assessment of the likelihood that the conditions to the Term Sheets will be satisfied or waived, we concluded that the Settlement was probable and reasonably estimable. Accordingly, the Company recorded a charge of $408.0 million for the year ended December 31, 2022. Under the Term Sheets, final settlement is conditioned, among other things, on (1) the entry of a stay of all pending Covered Claims, (2) Plaintiffs’ Counsel obtaining opt-in consent from (i) 99% of all Eligible Claimants represented by the PEC law firms, (ii) 95% of all Eligible Claimants represented by law firms not on the PEC and (iii) 100% of all Eligible Claimants within certain specified subgroups, within 30 days of the date each Eligible Claimant receives all disclosure required by applicable state rules along with their individual settlement allocation (the “Participation Requirement”), which may be extended up to 30 days with the consent of the Settling Defendants, (3) the dismissal with prejudice of the Covered Claims of all Eligible Claimants participating in the settlement, and (4) court approval of the settlement as a good faith settlement under the Illinois Joint Contribution Among Tortfeasors Act. In addition, the Settling Defendants will have the right to elect not to proceed with final settlement of the Covered Claims if it is determined that 40 or more Eligible Claimants do not have valid claims or more than 5 new lawsuits are filed by Plaintiffs’ Counsel. The Settling Defendants have the right to waive the Participation Requirement and elect to proceed with final settlement, in which case the settlement will be binding only on Eligible Claimants participating in the settlement and providing opt-in consent. The PEC has agreed, subject to the exercise of their independent professional judgment, to recommend to their clients that they participate in the settlement. On January 11, 2023 and January 13, 2023, the Circuit Court of Cook County, Illinois entered orders staying all proceedings and deadlines and vacating all trial dates in the Consolidated Case, and staying all enforcement proceedings relating to the September 20, 2022 adverse judgment. On January 16, 2023 the United States District Court for the Northern District of Illinois entered an order staying all proceedings in the Asset Transfer Case. On January 23, 2023 the First District Appellate Court in Illinois entered an order staying the Settling Defendants’ appeal of the September 20, 2022 adverse judgment. The final settlement of claims contemplated under the Term Sheets may not occur or may not occur for all Eligible Claimants for a number of reasons including, but not limited to, a failure to satisfy the Participation Requirement. If the final settlement occurs, the settlement will not cover unfiled claims of claimants who are represented by lawyers other than Plaintiffs’ Counsel, claims of Eligible Claimants who elect and are permitted by the Participation Requirements to opt out of the settlement, claims for illnesses diagnosed in the future that claimants allege were caused by emissions from Sterigenics’ operations in or around Willowbrook, Illinois, or lawsuits alleging injuries from emissions of EO from operations other than those in or around Willowbrook, Illinois, including the previously disclosed lawsuits in Georgia and New Mexico. The Company denies these allegations, intends to defend itself vigorously in all such litigation, and does not believe that the facts and law justify the September 20, 2022 adverse judgment in the first trial in Illinois or, as detailed further below, that the verdict and damage awards in that case is predictive of future EO tort cases in Illinois or other jurisdictions. On February 23, 2023 the Company successfully closed on a new senior secured Term Loan B facility in an aggregate principal amount of $500.0 million. The Company plans to use proceeds of this debt financing, along with cash on hand, to fund the $408.0 million settlement described above. Refer to Note 10, “Long-Term Debt” for additional information. 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 of EO from Sterigenics’ Atlanta facility. Additional derivative claims are alleged on behalf of relatives of some of these personal injury plaintiffs. Our subsidiaries are also defendants in six lawsuits alleging that the Atlanta facility has devalued and harmed plaintiffs’ use of real properties they own in the Atlanta, Georgia area 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 Court has stayed the remainder of the consolidated personal injury cases pending in Cobb County and an immediate appeal of a discrete procedural issue is being pursued by the defendants. One personal injury case is pending in Gwinnett County and is scheduled for trial in October 2023. The remaining personal injury case and six property devaluation cases are in various stages of motions practice and fact discovery. In January 2023 a personal injury and premises liability case was filed in Cobb County, Illinois by a delivery driver alleging injuries from purported exposure to EO emissions and releases while making deliveries to our Atlanta facility. That case has not been consolidated with the other personal injury cases and is not stayed. The court has not yet entered an initial case management order or schedule. 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. 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 was extended until entry of a final judgment in the case. On February 16, 2023 the court granted judgment in Sterigenics’ favor on one of its claims for declaratory relief, finding that because Sterigenics’ installation of control enhancements at the facility did not constitute a “substantial renovation,” the code provisions relied on by the county officials did not provide legal authority to require Sterigenics to acquire a new certificate of occupancy in October 2019. The court dismissed Sterigenics’ other claims without prejudice, and terminated the case. 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”) prohibiting Sterigenics from allowing any uncontrolled emission or release of EO from the facility. On December 20, 2021 the Court entered an order establishing a protocol to monitor Sterigenics’ compliance with the Order. Operations at the facility continue in compliance with the June 2021 and December 2021 orders. A motion challenging the Court’s jurisdiction over Sotera Health Company and another defendant is pending and all other motions to dismiss have been denied. A Scheduling Order was entered on September 13, 2022, including a June 3, 2024 trial date. The Company believes that neither the verdict in the first trial in Illinois nor the settlement agreement in Cook County is predictive of potential future verdicts in other EO tort cases in Illinois or other jurisdictions. The Company intends to defend itself vigorously in all such litigation, which will be presided over by different judges, tried by different counsel presenting different evidence and fact and expert witness testimony at trial, and decided by different juries. Each plaintiff’s claim involves unique facts and evidence including but not limited to, the circumstances of plaintiff’s alleged exposure, the type and severity of the plaintiff’s disease and the plaintiff’s medical history and course of treatment. As a result, we believe that loss in such subsequent cases is not probable and it is not possible to estimate the range of loss. Due to the uncertainties associated with the amount of any such liability and/or the nature of any other remedy which may be imposed in such litigation, any potential liability determined to be attributable to the Company arising out of such litigation may have a material adverse effect on the Company’s results of operations, liquidity or financial condition. An estimate of the potential impact on the Company’s results of operations, liquidity or financial condition cannot be made due to the aforementioned uncertainties. * * * Our insurance for litigation related to alleged environmental liabilities, like the litigation pending in Illinois, Georgia and New Mexico described above has limits of $10.0 million per occurrence and $20.0 million in the aggregate. The per occurrence limit related to the Willowbrook, Illinois litigation was fully utilized by June 30, 2020. The remaining $10.0 million is currently being utilized for occurrences related to the EO litigation in Georgia and New Mexico described above. As of December 31, 2022, we have utilized approximately $8.9 million of the remaining $10.0 million limit. Our insurance for future alleged environmental liabilities excludes coverage for EO claims. In addition, we are pursuing other insurance coverage for our legal expenses related to the EO tort litigation. In 2021, Sterigenics filed an insurance coverage lawsuit in the U.S. District Court for the Northern District of Illinois relating to two commercial general liability policies issued in the 1980s. On August 3, 2022, the Court issued a Memorandum Opinion and Order concluding that the insurer owes Sterigenics and another insured party a duty to defend the Willowbrook, Illinois litigation, which may allow us to recover defense costs related to that litigation. Stockholder Lawsuit On January 24, 2023, the Oakland County Employees’ Retirement System and Oakland County Voluntary Employees’ Beneficiary Association filed a putative stockholder class action under the federal securities laws in the U.S. District Court for the Northern District of Ohio against the Company, its directors, certain senior executives, the Company’s private equity stockholders and the underwriters of the Company’s initial public offering (“IPO”) in November 2020 and the Company’s secondary public offering (“SPO”) in March 2021. On behalf of a proposed class of stockholders who acquired shares of the Company in connection with our IPO or SPO or between November 20, 2020 and September 19, 2022, plaintiffs allege that statements made regarding the safety of the Company’s use of ethylene oxide and/or the litigation and other risks of its operations utilizing ethylene oxide made in the registration statements for the IPO and SPO violated Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and that various statements made in subsequent securities filings and other contexts regarding the safety of the Company’s use of ethylene oxide and/or the litigation and other risks of its operations utilizing ethylene oxide violated Sections 10(b), Section 20(a) and Rule 10b-5 of the Securities Exchange Act of 1934. Plaintiffs seek damages and other relief. The Company believes that these claims are without merit and plans to mount a vigorous defense. |
Financial Instruments and Finan
Financial Instruments and Financial Risk | 12 Months Ended |
Dec. 31, 2022 | |
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”. In May 2022, we entered into two interest rate cap agreements with a combined notional amount of $1,000.0 million for a total option premium of $4.1 million. The interest rate caps have a forward start date of July 31, 2023 and expire on July 31, 2024. We have designated these interest rate caps as cash flow hedges designed to hedge the variability of cash flows attributable to changes in the benchmark interest rate of our Term Loan. Under the current terms of the loan agreement, the benchmark interest rate index is expected to transition from LIBOR to the term SOFR at the earlier of June 30, 2023 or the Company’s election to “early opt-in” to SOFR. Accordingly, the interest rate cap agreements hedge the variability of cash flows attributable to changes in SOFR by limiting our cash flow exposure related to the term SOFR under a portion of our variable rate borrowings to 3.5%. 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%. 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. Derivatives Not Designated in Hedge Relationships Additionally, from time to time, the Company enters into interest rate derivatives 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 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%. 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 were effective September 30, 2021, and terminated on December 31, 2022. The interest rate caps limited our cash flow exposure related to LIBOR under a portion of our variable rate borrowings to 0.5%. The Company also routinely enters 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 expire on a monthly basis. The fair value of the outstanding foreign currency forward contracts was $0.3 million and $0 as of December 31, 2022 and 2021, respectively. 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, 2022 December 31, 2021 (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 $ 2,000.0 (a) $ 34,764 $ — $ 1,000.0 $ 2,322 $ — Derivatives not designated as hedging instruments Interest rate caps — — — 1,500.0 1,654 — Foreign currency forward contracts 151.5 — 272 — — — Embedded derivatives 179.9 (b) 2,721 3,508 144.4 496.0 — Total $ 2,331.4 $ 37,485 $ 3,780 $ 2,644.4 $ 4,472 $ — (a) $1,000.0 million notional amount of interest rate caps designated as hedging instruments have a forward start date beginning on July 31, 2023. (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”, respectively, on the Consolidated Balance Sheets depending upon their respective maturity dates. Embedded derivative and foreign currency forward contracts are 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, 2022 2021 2020 Unrealized loss (gain) on interest rate caps recorded in interest expense, net $ — $ (1,185) $ 250 Unrealized loss (gain) on embedded derivatives recorded in other income, net 1,324 (1,195) (3,073) Realized gain on interest rate cap recorded in interest expense (12,226) — — Realized loss (gain) on foreign currency forward contracts recorded in foreign exchange loss (gain) 3,931 (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, 2022 2021 2020 Unrealized gain (loss) on interest rate derivatives recorded in other comprehensive income (loss), net of tax $ 20,939 $ 404 $ (5,234) Amounts reclassified from accumulated other comprehensive income (loss) to interest expense, net — — 5,055 We expect to reclassify approximately $28.0 million of after-tax net gains on derivative instruments from accumulated other comprehensive income (loss) to income during the next 12 months associated with our cash flow hedges. 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, 2022 and 2021, accounts receivable was net of an allowance for uncollectible accounts of $1.9 million and $1.3 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. Our credit team evaluates and regularly monitors changes in the credit risk of our customers. We routinely assess the collectability of accounts receivable and maintain an adequate allowance for uncollectible accounts to address potential credit losses. The process includes a review of customer financial information and credit ratings, current market conditions as well as the expected future economic conditions that may impact the collection of trade receivables. We regularly review our customers’ past due amounts through an analysis of aged accounts receivables, specific customer past due aging amounts, and the history of trade receivables written off. Upon concluding that a receivable balance is not collectible, the balance is written off against the allowance for uncollectible accounts. 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 and liabilities measured at fair value: As of December 31, 2022 Fair Value (thousands of U.S. dollars) Carrying Amount Level 1 Level 2 Level 3 Derivatives designated as hedging instruments (a) Interest rate caps $ 34,764 $ — $ 34,764 $ — Derivatives not designated as hedging instruments (b) Foreign currency forward contracts 272 — 272 — Embedded derivative assets 2,721 — 2,721 — Embedded derivative liabilities 3,508 — 3,508 — Current portion of long-term debt (c) Revolving credit facility 196,672 — 196,672 — Other long-term debt 447 — 447 — Long-Term Debt (d) Term loan, due 2026 1,747,115 — 1,626,460 — Finance Lease Obligations (with current portion) (e) 58,677 — 58,677 — 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) Interest rate caps $ 2,322 — 2,322 — Derivatives not designated as hedging instruments (b) Interest rate caps 1,654 $ — $ 1,654 $ — Embedded derivative liabilities 496 — 496 — Long-Term Debt (d) Term loan, due 2026 1,743,090 — 1,754,285 — Other long-term debt 444 — 444 — Finance Lease Obligations (with current portion) (e) 42,037 — 42,037 — (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 rate caps 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 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 and foreign currency forward contracts are valued using internally developed models that rely on observable market inputs including foreign currency forward curves. (c) Carrying value of current portion of long-term debt approximates fair value. (d) 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 upon quoted prices for the Term Loan due 2026 in inactive markets as provided by an independent fixed income security pricing service. Fair value approximates carrying value for “Other long-term debt.” (e) Refer to Note 18, “Leases”. Fair value approximates carrying value. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2022 | |
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 pharmaceutical industries. For the year ended December 31, 2022, five customers reported within the Nordion segment individually represented 10% or more of the segment’s total net revenues. These customers represented 17.7%, 13.6%, 11.2%, 10.2%, and 10.7% of the total segment’s external net revenues for the year ended December 31, 2022. 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. Financial information for each of our segments is presented in the following table: Year Ended December 31, (thousands of U.S. dollars) 2022 2021 2020 Segment revenues (a) Sterigenics $ 626,646 $ 571,829 $ 498,773 Nordion 153,639 140,507 114,745 Nelson Labs 223,402 219,142 204,640 Total net revenues $ 1,003,687 $ 931,478 $ 818,158 Segment income (b) Sterigenics $ 339,144 $ 310,470 $ 266,639 Nordion 89,477 82,673 66,803 Nelson Labs 77,628 88,086 86,417 Total segment income $ 506,249 $ 481,229 $ 419,859 (a) Revenues are reported net of intersegment sales. Our Nordion segment recognized $52.4 million, $34.1 million and $38.6 million in revenues from sales to our Sterigenics segment for the year ended December 31, 2022, 2021 and 2020, 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, investor relations, 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, 2022, 2021 and 2020 were as follows: Year Ended December 31, (thousands of U.S. dollars) 2022 2021 2020 Sterigenics $ 144,027 $ 73,753 $ 42,164 Nordion 26,575 21,292 4,655 Nelson Labs 11,776 7,117 6,688 Total capital expenditures $ 182,378 $ 102,162 $ 53,507 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, 2022 2021 2020 Segment income $ 506,249 $ 481,229 $ 419,859 Less adjustments: Interest expense, net (a) 78,490 74,192 215,259 Depreciation and amortization (b) 145,554 150,902 143,564 Share-based compensation (c) 21,211 13,870 10,987 Capital restructuring bonuses (d) — — 2,702 Loss (gain) on foreign currency and derivatives not designated as hedging instruments, net (e) 3,150 (58) (8,454) Acquisition and divestiture related charges, net (f) 1,398 (6,018) 3,932 Business optimization project expenses (g) 2,226 948 2,524 Plant closure expenses (h) 4,730 2,327 2,649 Impairment of investment in unconsolidated affiliate (i) 9,613 — — Loss on extinguishment of debt (j) — 20,681 44,262 Professional services relating to EO sterilization facilities (k) 72,639 45,656 36,671 Illinois EO litigation settlement (l) 408,000 — — Accretion of asset retirement obligation (m) 2,194 2,252 1,946 COVID-19 expenses (n) 155 761 2,677 Consolidated income (loss) before taxes $ (243,111) $ 175,716 $ (38,860) (a) The year ended December 31, 2022 excludes a $1.7 million net decrease in the fair value of interest rate derivatives not designated as hedging instruments recorded to interest expense. (b) Includes depreciation of Co-60 held at gamma irradiation sites. (c) Represents non-cash share-based compensation expense. See Note 16, “Share-Based Compensation” for further information. (d) Represents cash bonuses for members of management relating to the IPO. (e) Represents the effects of (i) fluctuations in foreign currency exchange rates, (ii) non-cash mark-to-fair value of embedded derivatives relating to certain customer and supply contracts at Nordion, and (iii) unrealized gains and losses on interest rate caps not designated as hedging instruments. (f) Represents (i) certain direct and incremental costs related to the acquisitions of RCA, the noncontrolling interests in our China subsidiaries, BioScience Labs in 2021, Iotron in July 2020, the first quarter 2021 gain on the mandatorily redeemable noncontrolling interest in Nelson Labs Fairfield (as described in Note 4, “Acquisitions”), 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 that existed at the time of our acquisition of the business in 2014, and (v) a $5.1 million non-cash gain recognized in the fourth quarter of 2021 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 recent acquisitions, operating structure realignment and other process enhancement projects. (h) Represents decommissioning costs, 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 an impairment charge on our equity method investment in a joint venture. Refer to Note 1, “Significant Accounting Policies” for further information. (j) 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, and paydown of debt following the November 2020 IPO, including a prepayment premium and accelerated amortization of prior debt issuance and discount costs. (k) Represents litigation and other professional fees associated with our EO sterilization facilities. See Note 20 “Commitments and Contingencies”. (l) Represents the cost to settle 870+ pending and threatened EO claims against the Defendant Subsidiaries in Illinois under settlement term sheets entered into on January 9, 2023, subject to substantially all of the plaintiffs providing opt-in consents to their individual settlement allocations and dismissing their claims with prejudice. See Note 20 “Commitments and Contingencies”. (m) Represents non-cash accretion of asset retirement obligations related to gamma and EO 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. (n) 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, 2022 2021 2020 United States $ 579,018 $ 527,907 $ 490,498 Canada 188,741 177,875 135,938 Europe 166,025 161,810 135,720 Other 69,903 63,886 56,002 Total $ 1,003,687 $ 931,478 $ 818,158 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, 2022 2021 United States $ 413,887 $ 323,528 Europe 143,809 135,025 Canada 140,761 128,538 Other 76,070 63,706 Total $ 774,527 $ 650,797 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, 2022 | |
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, 2022 Deducted from asset accounts: Allowance for uncollectible accounts receivable $ 1,287 $ 1,009 $ (419) $ (6) $ 1,871 Deferred tax asset valuation allowance 52,080 53,945 — (425) 105,600 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 (1) Uncollectible accounts written off, net of recoveries |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 leading global provider of mission-critical end-to-end sterilization solutions, lab testing and advisory services for 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 represented 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% of 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 interest 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 Nelson Laboratories Fairfield, Inc. (“Nelson Labs Fairfield”). As the purchase of this noncontrolling interest was mandatorily redeemable, no earnings were allocated to this noncontrolling interest. See 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 Industries Canada, Inc. (“Iotron”). We determined this to be an investment in a variable interest entity (“VIE”). The investment is not consolidated as the Company concluded that we are not the primary beneficiary of the VIE. This investment is accounted for using the equity method. The investment is reflected within “Investment in unconsolidated affiliates” on the Consolidated Balance Sheets . During the year ended December 31, 2022, we identified certain events and circumstances that indicated a decline in value of our investment in this joint venture that was other-than-temporary. Consequently, in the second quarter of 2022, we wrote down the investment in the joint venture to its fair value of $0, resulting in an impairment charge of approximately $9.6 million. |
Use of Estimates | Use of Estimates – In preparing our consolidated financial statements in conformity with U.S. 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, customer financial information and credit ratings, current market conditions as well as the expected future economic conditions that may impact the collection of accounts receivable. 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. |
Inventories | Inventories – Inventories as of December 31, 2022 and 2021 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, 2022 and 2021, 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 one |
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. 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 | 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 s ubsidiaries. For the years ended December 31, 2022 and December 31, 2021 , foreign exchange 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 year ended December 31, 2020, foreign exchange gain 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. 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 ( one |
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, settlement agreements, 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. |
Adoption of Accounting Standard Updates and ASU’s Issued But Not Yet Adopted | Adoption of Accounting Standard Updates Effective January 1, 2022, we adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”): Measurement of Credit Losses on Financial Instruments , and the subsequently issued additional guidance that modified ASU 2016-13 which was originally issued by the Financial Accounting Standards Board (“FASB”) in June 2016. 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 adoption of this standard did not have a material impact on our consolidated financial statements and disclosures. Effective January 1, 2022, we adopted ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes which was issued by the FASB in December 2019. 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. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures. ASU’s Issued But Not Yet Adopted 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 Codification (“ASC”) Topic 606, Revenue from Contracts 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 do not expect this standard to have a material impact on our financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Land and buildings $ 317,930 $ 295,780 Leasehold improvements 67,386 54,200 Machinery, equipment, including Co-60 577,670 506,938 Furniture and fixtures 7,747 7,489 Computer hardware and software 44,796 40,751 Asset retirement costs 4,255 4,164 Construction-in-progress 193,639 131,869 1,213,423 1,041,191 Less accumulated depreciation (438,896) (390,394) Property, plant and equipment, net $ 774,527 $ 650,797 |
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 7–20 years Trade name/trademark 5–8 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, 2022 Finite-lived intangible assets Customer relationships $ 652,811 $ 422,277 Proprietary technology 86,054 50,952 Trade names 2,553 701 Land-use rights 8,986 1,683 Sealed source and supply agreements 204,391 93,034 Other 4,469 1,979 Total finite-lived intangible assets 959,264 570,626 Indefinite-lived intangible assets Regulatory licenses and other (a) 76,978 — Trade names / trademarks 25,649 — Total indefinite-lived intangible assets 102,627 — Total $ 1,061,891 $ 570,626 As of December 31, 2021 Gross Carrying Amount Accumulated Amortization 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 (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 year license period as Nordion has demonstrated over its 75 years of history. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021 and 2020: Year Ended December 31, 2022 Sterigenics Nordion Nelson Labs Consolidated Point in time $ 626,646 $ 147,499 $ — $ 774,145 Over time — 6,140 223,402 229,542 Total $ 626,646 $ 153,639 $ 223,402 $ 1,003,687 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 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: (thousands of U.S. dollars) As of December 31, 2022 2021 Raw materials and supplies $ 36,402 $ 41,514 Work-in-process 584 3,919 Finished goods 276 8,979 37,262 54,412 Reserve for excess and obsolete inventory (117) (124) Inventories, net $ 37,145 $ 54,288 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Prepaid taxes $ 26,598 $ 24,937 Prepaid business insurance 9,964 10,707 Prepaid rent 998 920 Customer contract assets 19,777 15,565 Insurance and indemnification receivables 3,724 3,144 Current deposits 660 623 Prepaid maintenance contracts 324 279 Value added tax receivable 1,640 2,512 Prepaid software licensing 1,832 2,055 Stock supplies 3,656 3,374 Embedded derivative assets 2,721 496 Other 9,101 7,311 Prepaid expenses and other current assets $ 80,995 $ 71,923 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Land and buildings $ 317,930 $ 295,780 Leasehold improvements 67,386 54,200 Machinery, equipment, including Co-60 577,670 506,938 Furniture and fixtures 7,747 7,489 Computer hardware and software 44,796 40,751 Asset retirement costs 4,255 4,164 Construction-in-progress 193,639 131,869 1,213,423 1,041,191 Less accumulated depreciation (438,896) (390,394) Property, plant and equipment, net $ 774,527 $ 650,797 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes to goodwill during the years ended December 31, 2022 and 2021 were as follows: (thousands of U.S. dollars) Sterigenics Nordion Nelson Labs Total Goodwill at January 1, 2021 $ 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 RCA acquisition measurement period adjustments — — 4,645 4,645 Changes due to foreign currency exchange rates (3,285) (17,939) (1,973) (23,197) Goodwill at December 31, 2022 $ 657,458 $ 270,966 $ 173,344 $ 1,101,768 |
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 7–20 years Trade name/trademark 5–8 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, 2022 Finite-lived intangible assets Customer relationships $ 652,811 $ 422,277 Proprietary technology 86,054 50,952 Trade names 2,553 701 Land-use rights 8,986 1,683 Sealed source and supply agreements 204,391 93,034 Other 4,469 1,979 Total finite-lived intangible assets 959,264 570,626 Indefinite-lived intangible assets Regulatory licenses and other (a) 76,978 — Trade names / trademarks 25,649 — Total indefinite-lived intangible assets 102,627 — Total $ 1,061,891 $ 570,626 As of December 31, 2021 Gross Carrying Amount Accumulated Amortization 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 (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 year 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, 2022 Finite-lived intangible assets Customer relationships $ 652,811 $ 422,277 Proprietary technology 86,054 50,952 Trade names 2,553 701 Land-use rights 8,986 1,683 Sealed source and supply agreements 204,391 93,034 Other 4,469 1,979 Total finite-lived intangible assets 959,264 570,626 Indefinite-lived intangible assets Regulatory licenses and other (a) 76,978 — Trade names / trademarks 25,649 — Total indefinite-lived intangible assets 102,627 — Total $ 1,061,891 $ 570,626 As of December 31, 2021 Gross Carrying Amount Accumulated Amortization 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 (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 year 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) 2023 $ 80,533 2024 79,757 2025 42,472 2026 22,181 2027 21,104 Thereafter 142,591 Total $ 388,638 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: (thousands of U.S. dollars) As of December 31, 2022 2021 Accrued employee compensation $ 32,936 $ 33,334 Illinois EO litigation settlement reserve 408,000 — Other legal reserves 3,776 3,259 Accrued interest expense 23,291 10,755 Embedded derivatives 3,508 — Professional fees 6,436 4,314 Accrued utilities 1,906 1,797 Insurance accrual 2,392 2,068 Accrued taxes 2,567 2,209 Other 5,318 4,125 Accrued liabilities $ 490,130 $ 61,861 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 Gross Amount Unamortized Debt Issuance Costs Unamortized Debt Discount Net Amount Term loan, due 2026 1,763,100 (2,140) (13,845) 1,747,115 Revolving credit facility (a) 200,000 (3,328) — 196,672 Other long-term debt 450 (3) — 447 1,963,550 (5,471) (13,845) 1,944,234 Less current portion 200,450 (3,331) — 197,119 Long-term debt $ 1,763,100 $ (2,140) $ (13,845) $ 1,747,115 (thousands of U.S. dollars) As of December 31, 2021 Gross Amount Unamortized Debt Issuance Costs Unamortized Debt Discount Net Amount Term loan, due 2026 1,763,100 (2,676) (17,334) 1,743,090 Other long-term debt 450 (6) — 444 1,763,550 (2,682) (17,334) 1,743,534 Less current portion — — — — Long-term debt $ 1,763,550 $ (2,682) $ (17,334) $ 1,743,534 (a) Although the contractual maturity of the revolving credit facility is June 13, 2026 (as further described below), the Company expects to pay down the current balance within the next twelve months. Accordingly, the balance is classified as current portion of long-term debt. |
Schedule of Maturities of Long-term Debt | Aggregate maturities of the Company’s long-term debt, excluding debt discounts, as of December 31, 2022, are as follows: (thousands of U.S. dollars) 2023 $ 450 2024 — 2025 — 2026 1,963,100 2027 — Thereafter — Total $ 1,963,550 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 2020 U.S. $ (418,308) $ 5,092 $ (168,943) Foreign 175,197 170,624 130,083 Income (loss) before income taxes $ (243,111) $ 175,716 $ (38,860) |
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, 2022 2021 2020 Current Federal U.S. $ 12,841 $ 13,915 $ (10,560) State U.S. 5,082 3,220 166 Foreign 46,496 45,176 32,385 Total current provision 64,419 62,311 21,991 Deferred Federal U.S. (52,382) (2,422) (4,336) State U.S. (17,919) 391 (5,334) Foreign (3,659) (1,685) (13,690) Total deferred benefit (73,960) (3,716) (23,360) Total provision (benefit) for income taxes $ (9,541) $ 58,595 $ (1,369) |
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, 2022 2021 2020 Provision (benefit) computed at federal statutory rate $ (51,053) $ 36,872 $ (8,181) Increase (decrease) in taxes as a result of: State taxes, net of federal benefit (20,359) 1,013 (5,876) Valuation allowance 53,860 8,455 19,170 Global intangible low-tax income (“GILTI”) 1,427 2,103 2,577 Nondeductible share-based compensation 2,510 1,512 2,046 Foreign tax rate differential 8,335 8,005 6,405 Impact of rate changes on deferred tax balances (1,184) 2,612 (1,906) Tax holiday (605) (706) (616) Audit settlement 276 276 47 Impact of CARES Act and final 951A regulations — — (16,720) Tax credits (172) (248) (1,965) Other (2,576) (1,299) 3,650 Total provision (benefit) for income taxes $ (9,541) $ 58,595 $ (1,369) |
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, 2022 2021 Net operating loss carryforwards $ 9,286 $ 11,262 Net capital loss carryforwards 4,666 4,128 Reserves and accruals 121,685 14,968 Employee benefits and compensation 6,610 5,145 Asset retirement obligations 10,649 9,949 Lease liability 9,506 11,107 Disallowed interest carryforward 89,682 76,386 Other 6,561 7,099 Deferred tax assets before valuation allowance 258,645 140,044 Valuation allowance (105,600) (52,080) Net deferred tax assets 153,045 87,964 Depreciation and amortization (199,670) (214,884) Other (17,298) (1,696) Total deferred tax liabilities (216,968) (216,580) Net deferred tax liabilities $ (63,923) $ (128,616) Noncurrent net deferred tax assets $ 4,101 $ 5,885 Noncurrent net deferred tax liabilities (68,024) (134,501) Noncurrent net deferred tax liabilities $ (63,923) $ (128,616) |
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, 2022 2021 Gross unrecognized tax benefits, beginning of year $ 116 $ 300 Additions related to current year — 116 Reductions related to prior years (116) — Settlements — (300) Gross unrecognized tax benefits, end of period $ — $ 116 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Postemployment Benefits [Abstract] | |
Schedule of Net Benefit Costs | The components of net periodic benefit cost for the defined benefit plans were as follows: Year ended December 31, (thousands of U.S. dollars) 2022 2021 2020 Service cost $ 969 $ 1,204 $ 1,104 Interest cost 7,411 6,516 8,034 Expected return on plan assets (14,421) (14,370) (14,407) Amortization of net actuarial loss — 1,079 791 Net periodic benefit $ (6,041) $ (5,571) $ (4,478) (thousands of U.S. dollars) Year Ended December 31, 2022 2021 2020 Service cost $ 16 $ 28 $ 29 Interest cost 284 268 324 Amortization of net actuarial (gain) loss (171) (34) 7 Net periodic benefit cost $ 129 $ 262 $ 360 |
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, 2022 2021 Projected benefit obligation Discount rate 5.19 % 3.01 % Rate of compensation increase 3.00 % 3.00 % Periodic benefit Discount rate 3.01 % 2.53 % Expected return on plan assets 5.00 % 5.00 % 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, 2022 2021 Projected benefit obligation: Discount rate 5.19 % 3.01 % 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 18 11 Benefit cost: Discount rate 3.01 % 2.53 % Rate of compensation increase 3.00 % 3.00 % |
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, 2022 2021 Change in projected benefit obligation: Projected benefit obligation, as of beginning of the year $ 296,712 $ 323,515 Service cost 1,118 1,382 Interest cost 7,411 6,516 Benefits paid (12,207) (12,330) Actuarial gain (59,378) (23,831) Foreign currency exchange rate changes (16,074) 1,460 Projected benefit obligation, end of year $ 217,582 $ 296,712 Change in fair value of plan assets: Fair value of plan assets as of the beginning of the year $ 302,190 $ 288,539 Actual return on plan assets (20,038) 24,251 Benefits paid (12,207) (12,330) Employer contributions 693 733 Employee contributions 149 178 Foreign currency exchange rate changes (17,657) 819 Fair value of plan assets, end of year $ 253,130 $ 302,190 Funded status at end of year $ 35,548 $ 5,478 Accumulated benefit obligation, end of year $ 215,001 $ 291,818 Expected future benefit payments from plan assets are as follows: (thousands of U.S. dollars) Year Ended December 31, 2023 $ 13,221 2024 13,462 2025 13,712 2026 13,969 2027 14,084 2028 - 2032 71,888 $ 140,336 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, 2022 2021 Change in projected benefit obligation: Projected benefit obligation $ 11,942 $ 13,684 Service cost 16 28 Interest cost 284 268 Benefits paid (590) (922) Actuarial gain (2,775) (1,389) Plan participant contributions 146 203 Foreign currency exchange rate changes (632) 70 Projected benefit obligation, end of year $ 8,391 $ 11,942 Change in fair value of plan assets: Fair value of plan assets as of the beginning of the year $ 478 $ 437 Benefits paid (181) (181) Employer contributions 216 221 Foreign currency exchange rate changes (32) 1 Fair value of plan assets, end of year $ 481 $ 478 Underfunded status at end of year $ (7,910) $ (11,464) Accumulated benefit obligation, end of year $ 8,381 $ 11,900 Based on the actuarial assumptions used to develop the Company’s benefit obligations as of December 31, 2022, the following benefit payments are expected to be made to plan participants: (thousands of U.S. dollars) Years ended December 31 2023 $ 585 2024 538 2025 530 2026 529 2027 556 2028 - 2032 2,528 Total $ 5,266 |
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, 2022 2021 Projected benefit obligation $ 217,582 $ 296,712 Fair value of plan assets 253,130 302,190 Plan assets greater than (less than) projected benefit obligation 35,548 5,478 Unrecognized net actuarial (gain) loss (1,649) 23,779 Net amount recognized at year end $ 33,899 $ 29,257 Noncurrent assets $ 35,548 $ 5,478 Accumulated other comprehensive (income) loss (1,649) 23,779 Net amount recognized at year end $ 33,899 $ 29,257 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, 2022 2021 Projected benefit obligation $ (8,391) $ (11,942) Fair value of plan assets 481 478 Plan assets less than projected benefit obligation (7,910) (11,464) Unrecognized actuarial gains (losses) (2,732) (245) Net amount recognized at year end $ (10,642) $ (11,709) Noncurrent liabilities $ (7,910) $ (11,464) Accumulative other comprehensive income (loss) (2,732) (245) Net amount recognized at year end $ (10,642) $ (11,709) |
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, 2022 2021 Net actuarial (gain) loss $ (1,649) $ 23,779 Deferred income taxes 370 (6,025) Accumulated other comprehensive loss – net of tax $ (1,279) $ 17,754 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, 2022 2021 Net actuarial loss $ (2,732) $ (245) Deferred income taxes 699 72 Accumulated other comprehensive income (loss) – net of tax $ (2,033) $ (173) |
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 2022: (thousands of U.S. dollars) 1% Increase 1% Decrease Change in net periodic benefit cost $ 20 $ (17) Change in projected benefit obligation 508 (428) |
Schedule of Allocation of Plan Assets | The weighted average asset allocation of the Company’s pension plans was as follows: Asset Category Target 2022 2021 Cash 0.0 % 0.4 % 0.9 % Fixed income 46.0 % 43.1 % 46.6 % Equities 35.0 % 33.4 % 34.2 % Real assets and alternatives 19.0 % 23.1 % 18.3 % 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”. (thousands of U.S. dollars) Year Ended December 31, Level 1 Level 2 Total Cash and cash equivalents $ 963 $ — $ 963 Fixed income securities — 109,232 109,232 Equity securities — 84,513 84,513 Real assets and alternatives — 58,422 58,422 Total $ 963 $ 252,167 $ 253,130 As of December 31, 2021 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 Hedge funds — 55,182 55,182 Total $ 2,660 $ 299,530 $ 302,190 |
Other Comprehensive Income (L_2
Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in our accumulated other comprehensive income (loss) balances, net of applicable tax, were as follows: (thousands of U.S. dollars) Defined Benefit Plans Foreign Currency Translation Interest Rate Derivatives Total 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) Beginning balance – January 1, 2022 $ (17,581) $ (66,389) $ 404 $ (83,566) Other comprehensive income (loss) before reclassifications 20,803 (64,816) 20,939 (23,074) Amounts reclassified from accumulated other comprehensive income (loss) (13) (a) — — (13) Net current-period other comprehensive income (loss) 20,790 (64,816) 20,939 (23,087) Ending balance – December 31, 2022 $ 3,209 $ (131,205) $ 21,343 $ (106,653) (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, 2022 | |
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: 2020 Risk-free interest rate 1.6 % Expected volatility 50 % Expected dividends None Expected time until exercise (years) 0.6 |
Schedule of Pre-IPO Restricted Stock Units Activity | A summary of the activity for the years ended December 31, 2022, 2021 and 2020 related to the restricted stock distributed to the Company service providers in respect of the pre-IPO awards (Class B-1 and B-2) is presented below: Restricted Stock - Pre-IPO B-1 Restricted Stock - Pre-IPO B-2 At January 1, 2020 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 Forfeited (54,333) (925,544) Vested (435,665) — At December 31, 2022 716,091 1,098,415 ( 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, 2022 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) $ 5.36 $ 1.76 $ 3.18 Weighted average remaining contractual term 2.2 years N/A N/A Total compensation cost recognized during 2022 $ 2.1 $ — $ 2.1 Unrecognized compensation expense at December 31, 2022 $ 4.2 $ — $ 4.2 (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, 2022 2021 2020 Weighted average grant date fair value per share $ 4.86 $ 9.08 $ 8.54 Expected term (years) 5.8 years 6.3 years 6.3 years Risk-free interest rate 3.4 % 1.2 % 0.5 % Expected volatility 45.7 % 37.5 % 37.5 % |
Schedule of Stock Option Activity | Stock options generally vest ratably over a period of two 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 2,423,256 $ 23.02 Granted 4,161,145 11.09 Forfeited (593,931) 21.93 Exercised — — Outstanding at the end of the year 5,990,470 $ 14.84 9.0 years $ 5.3 Exercisable at the end of the year 1,011,670 $ 23.01 7.9 years $ — Unvested at the end of the year 4,978,800 $ 13.18 9.3 years $ 5.3 |
Schedule of Restricted Stock Activity | RSUs generally vest ratably over a period of one to four years and are valued based on the market price on the date of grant. The following table summarizes our unvested RSUs activity for the year ended December 31, 2022: Number of Shares Weighted-average Grant Date Fair Value Unvested at the beginning of the year 640,122 $ 23.19 Granted 2,319,762 12.23 Forfeited (234,172) 21.38 Vested (243,277) 23.41 Unvested at the end of the year 2,482,435 $ 13.09 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share, Basic and Diluted | Our basic and diluted earnings (loss) per Common Share are calculated as follows: Year Ended December 31, in thousands of U.S. dollars and share amounts (except per share amounts) 2022 2021 2020 Earnings (loss): Net income (loss) $ (233,570) $ 117,121 $ (37,491) Less: Net income attributable to noncontrolling interests — 239 1,126 Less: Allocation to participating securities — 1,524 — Net income (loss) attributable to Sotera Health Company common stockholders $ (233,570) $ 115,358 $ (38,617) Weighted Average Common Shares: Weighted-average common shares outstanding - basic 280,096 279,228 237,696 Dilutive effect of potential common shares (a) — 154 — Weighted-average common shares outstanding - diluted 280,096 279,382 237,696 Earnings (loss) per Common Share: Net income (loss) per common share attributable to Sotera Health Company common stockholders - basic $ (0.83) $ 0.41 $ (0.16) Net income (loss) per common share attributable to Sotera Health Company common stockholders - diluted (0.83) 0.41 (0.16) |
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 December 31, in thousands of share amounts 2022 2021 2020 RSUs 2,467 4 771 Stock options 5,990 2,403 2,201 Total anti-dilutive securities 8,457 2,407 2,972 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Expense | The components of lease expense were as follows: Year Ended December 31, (thousands of U.S. dollars) 2022 2021 2020 Operating lease costs (a) $ 15,122 $ 15,433 $ 14,403 Finance lease costs: Amortization of right of use assets 6,368 3,018 2,617 Interest on lease liabilities 3,454 2,506 1,967 Total finance lease costs 9,822 5,524 4,584 Total lease costs $ 24,944 $ 20,957 $ 18,987 (a) Includes $1.3 million, $0.9 million, and $1.0 million of short-term lease costs in the year ended December 31, 2022, 2021, and 2020, respectively. Supplemental cash flow information related to leases was as follows: Year Ended December 31, (thousands of U.S. dollars) 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 11,112 $ 12,494 $ 12,732 Operating cash flow for finance leases 2,932 2,042 2,118 Finance cash flows for finance leases 1,066 901 1,498 |
Schedule of Lease Term and Discount Rate | Lease terms and discount rates were as follows: Year Ended December 31, 2022 2021 Weighted average remaining lease term: Operating leases 4.5 years 6.3 years Finance leases 14.0 years 15.6 years Weighted average discount rate: Operating leases 5.88 % 6.09 % Finance leases 5.48 % 5.91 % |
Schedule of Maturity, Operating Lease | Maturities of lease liabilities as of December 31, 2022 are as follows: (thousands of U.S. dollars) Operating Leases Finance Leases Total 2023 $ 9,065 $ 4,850 $ 13,915 2024 6,222 11,149 17,371 2025 4,414 4,507 8,921 2026 4,035 4,436 8,471 2027 3,160 4,550 7,710 2028 and Thereafter 7,506 57,553 65,059 Total lease payments 34,402 87,045 121,447 Less imputed interest (5,271) (28,368) (33,639) Total lease liabilities $ 29,131 $ 58,677 $ 87,808 |
Schedule of Maturity, Finance Lease | Maturities of lease liabilities as of December 31, 2022 are as follows: (thousands of U.S. dollars) Operating Leases Finance Leases Total 2023 $ 9,065 $ 4,850 $ 13,915 2024 6,222 11,149 17,371 2025 4,414 4,507 8,921 2026 4,035 4,436 8,471 2027 3,160 4,550 7,710 2028 and Thereafter 7,506 57,553 65,059 Total lease payments 34,402 87,045 121,447 Less imputed interest (5,271) (28,368) (33,639) Total lease liabilities $ 29,131 $ 58,677 $ 87,808 |
Asset Retirement Obligations _2
Asset Retirement Obligations (“ARO”) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 ARO – beginning of period $ 42,452 $ 45,633 Liabilities settled (a) (497) (5,651) Changes in estimates 2,593 183 Accretion expense 2,194 2,252 Foreign currency exchange and other (1,260) 35 ARO – end of period 45,482 42,452 Less current portion of ARO 2,896 619 Noncurrent ARO – end of period $ 42,586 $ 41,833 (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, 2022 | |
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, 2022 December 31, 2021 (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 $ 2,000.0 (a) $ 34,764 $ — $ 1,000.0 $ 2,322 $ — Derivatives not designated as hedging instruments Interest rate caps — — — 1,500.0 1,654 — Foreign currency forward contracts 151.5 — 272 — — — Embedded derivatives 179.9 (b) 2,721 3,508 144.4 496.0 — Total $ 2,331.4 $ 37,485 $ 3,780 $ 2,644.4 $ 4,472 $ — (a) $1,000.0 million notional amount of interest rate caps designated as hedging instruments have a forward start date beginning on July 31, 2023. (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, 2022 2021 2020 Unrealized loss (gain) on interest rate caps recorded in interest expense, net $ — $ (1,185) $ 250 Unrealized loss (gain) on embedded derivatives recorded in other income, net 1,324 (1,195) (3,073) Realized gain on interest rate cap recorded in interest expense (12,226) — — Realized loss (gain) on foreign currency forward contracts recorded in foreign exchange loss (gain) 3,931 (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, 2022 2021 2020 Unrealized gain (loss) on interest rate derivatives recorded in other comprehensive income (loss), net of tax $ 20,939 $ 404 $ (5,234) 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 and liabilities measured at fair value: As of December 31, 2022 Fair Value (thousands of U.S. dollars) Carrying Amount Level 1 Level 2 Level 3 Derivatives designated as hedging instruments (a) Interest rate caps $ 34,764 $ — $ 34,764 $ — Derivatives not designated as hedging instruments (b) Foreign currency forward contracts 272 — 272 — Embedded derivative assets 2,721 — 2,721 — Embedded derivative liabilities 3,508 — 3,508 — Current portion of long-term debt (c) Revolving credit facility 196,672 — 196,672 — Other long-term debt 447 — 447 — Long-Term Debt (d) Term loan, due 2026 1,747,115 — 1,626,460 — Finance Lease Obligations (with current portion) (e) 58,677 — 58,677 — 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) Interest rate caps $ 2,322 — 2,322 — Derivatives not designated as hedging instruments (b) Interest rate caps 1,654 $ — $ 1,654 $ — Embedded derivative liabilities 496 — 496 — Long-Term Debt (d) Term loan, due 2026 1,743,090 — 1,754,285 — Other long-term debt 444 — 444 — Finance Lease Obligations (with current portion) (e) 42,037 — 42,037 — (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 rate caps 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 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 and foreign currency forward contracts are valued using internally developed models that rely on observable market inputs including foreign currency forward curves. (c) Carrying value of current portion of long-term debt approximates fair value. (d) 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 upon quoted prices for the Term Loan due 2026 in inactive markets as provided by an independent fixed income security pricing service. Fair value approximates carrying value for “Other long-term debt.” (e) 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 and liabilities measured at fair value: As of December 31, 2022 Fair Value (thousands of U.S. dollars) Carrying Amount Level 1 Level 2 Level 3 Derivatives designated as hedging instruments (a) Interest rate caps $ 34,764 $ — $ 34,764 $ — Derivatives not designated as hedging instruments (b) Foreign currency forward contracts 272 — 272 — Embedded derivative assets 2,721 — 2,721 — Embedded derivative liabilities 3,508 — 3,508 — Current portion of long-term debt (c) Revolving credit facility 196,672 — 196,672 — Other long-term debt 447 — 447 — Long-Term Debt (d) Term loan, due 2026 1,747,115 — 1,626,460 — Finance Lease Obligations (with current portion) (e) 58,677 — 58,677 — 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) Interest rate caps $ 2,322 — 2,322 — Derivatives not designated as hedging instruments (b) Interest rate caps 1,654 $ — $ 1,654 $ — Embedded derivative liabilities 496 — 496 — Long-Term Debt (d) Term loan, due 2026 1,743,090 — 1,754,285 — Other long-term debt 444 — 444 — Finance Lease Obligations (with current portion) (e) 42,037 — 42,037 — (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 rate caps 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 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 and foreign currency forward contracts are valued using internally developed models that rely on observable market inputs including foreign currency forward curves. (c) Carrying value of current portion of long-term debt approximates fair value. (d) 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 upon quoted prices for the Term Loan due 2026 in inactive markets as provided by an independent fixed income security pricing service. Fair value approximates carrying value for “Other long-term debt.” (e) 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, 2022 | |
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) 2022 2021 2020 Segment revenues (a) Sterigenics $ 626,646 $ 571,829 $ 498,773 Nordion 153,639 140,507 114,745 Nelson Labs 223,402 219,142 204,640 Total net revenues $ 1,003,687 $ 931,478 $ 818,158 Segment income (b) Sterigenics $ 339,144 $ 310,470 $ 266,639 Nordion 89,477 82,673 66,803 Nelson Labs 77,628 88,086 86,417 Total segment income $ 506,249 $ 481,229 $ 419,859 (a) Revenues are reported net of intersegment sales. Our Nordion segment recognized $52.4 million, $34.1 million and $38.6 million in revenues from sales to our Sterigenics segment for the year ended December 31, 2022, 2021 and 2020, 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, 2022, 2021 and 2020 were as follows: Year Ended December 31, (thousands of U.S. dollars) 2022 2021 2020 Sterigenics $ 144,027 $ 73,753 $ 42,164 Nordion 26,575 21,292 4,655 Nelson Labs 11,776 7,117 6,688 Total capital expenditures $ 182,378 $ 102,162 $ 53,507 |
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, 2022 2021 2020 Segment income $ 506,249 $ 481,229 $ 419,859 Less adjustments: Interest expense, net (a) 78,490 74,192 215,259 Depreciation and amortization (b) 145,554 150,902 143,564 Share-based compensation (c) 21,211 13,870 10,987 Capital restructuring bonuses (d) — — 2,702 Loss (gain) on foreign currency and derivatives not designated as hedging instruments, net (e) 3,150 (58) (8,454) Acquisition and divestiture related charges, net (f) 1,398 (6,018) 3,932 Business optimization project expenses (g) 2,226 948 2,524 Plant closure expenses (h) 4,730 2,327 2,649 Impairment of investment in unconsolidated affiliate (i) 9,613 — — Loss on extinguishment of debt (j) — 20,681 44,262 Professional services relating to EO sterilization facilities (k) 72,639 45,656 36,671 Illinois EO litigation settlement (l) 408,000 — — Accretion of asset retirement obligation (m) 2,194 2,252 1,946 COVID-19 expenses (n) 155 761 2,677 Consolidated income (loss) before taxes $ (243,111) $ 175,716 $ (38,860) (a) The year ended December 31, 2022 excludes a $1.7 million net decrease in the fair value of interest rate derivatives not designated as hedging instruments recorded to interest expense. (b) Includes depreciation of Co-60 held at gamma irradiation sites. (c) Represents non-cash share-based compensation expense. See Note 16, “Share-Based Compensation” for further information. (d) Represents cash bonuses for members of management relating to the IPO. (e) Represents the effects of (i) fluctuations in foreign currency exchange rates, (ii) non-cash mark-to-fair value of embedded derivatives relating to certain customer and supply contracts at Nordion, and (iii) unrealized gains and losses on interest rate caps not designated as hedging instruments. (f) Represents (i) certain direct and incremental costs related to the acquisitions of RCA, the noncontrolling interests in our China subsidiaries, BioScience Labs in 2021, Iotron in July 2020, the first quarter 2021 gain on the mandatorily redeemable noncontrolling interest in Nelson Labs Fairfield (as described in Note 4, “Acquisitions”), 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 that existed at the time of our acquisition of the business in 2014, and (v) a $5.1 million non-cash gain recognized in the fourth quarter of 2021 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 recent acquisitions, operating structure realignment and other process enhancement projects. (h) Represents decommissioning costs, 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 an impairment charge on our equity method investment in a joint venture. Refer to Note 1, “Significant Accounting Policies” for further information. (j) 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, and paydown of debt following the November 2020 IPO, including a prepayment premium and accelerated amortization of prior debt issuance and discount costs. (k) Represents litigation and other professional fees associated with our EO sterilization facilities. See Note 20 “Commitments and Contingencies”. (l) Represents the cost to settle 870+ pending and threatened EO claims against the Defendant Subsidiaries in Illinois under settlement term sheets entered into on January 9, 2023, subject to substantially all of the plaintiffs providing opt-in consents to their individual settlement allocations and dismissing their claims with prejudice. See Note 20 “Commitments and Contingencies”. (m) Represents non-cash accretion of asset retirement obligations related to gamma and EO 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. (n) 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, 2022 2021 2020 United States $ 579,018 $ 527,907 $ 490,498 Canada 188,741 177,875 135,938 Europe 166,025 161,810 135,720 Other 69,903 63,886 56,002 Total $ 1,003,687 $ 931,478 $ 818,158 |
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, 2022 2021 United States $ 413,887 $ 323,528 Europe 143,809 135,025 Canada 140,761 128,538 Other 76,070 63,706 Total $ 774,527 $ 650,797 |
Significant Accounting Polici_4
Significant Accounting Policies - Noncontrolling Interest (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
May 18, 2021 subsidiary | Mar. 11, 2021 | Aug. 31, 2018 | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2021 subsidiary | Jul. 31, 2020 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Impairment of investment in unconsolidated affiliate | $ 9,613 | $ 0 | $ 0 | ||||||
Unnamed E-Beam Joint Venture | Iotron | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Ownership percentage | 60% | ||||||||
Auralux | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Investments, fair value | $ 0 | ||||||||
Impairment of investment in unconsolidated affiliate | $ 9,600 | ||||||||
Nelson Fairfield | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Percent of purchase of interest | 15% | 85% | |||||||
China | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Number of subsidiaries with non-controlling interest | subsidiary | 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% | 15% | |||||||
China | Subsidiary Two | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Percent of purchase of interest | 33% | 33% |
Significant Accounting Polici_5
Significant Accounting Policies - Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Undepreciated software costs | $ 3,400 | $ 2,800 | |
Property, Plant and Equipment [Line Items] | |||
Undepreciated software costs | 3,400 | 2,800 | |
Depreciation | $ 64,000 | 64,160 | $ 63,309 |
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 | 1 year | ||
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 | $ 2,200 | $ 2,600 | $ 2,400 |
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, 2022 | |
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 | 7 years |
Proprietary technology | Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 20 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 |
Trade names | Minimum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 5 years |
Trade names | Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 8 years |
Significant Accounting Polici_7
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Oct. 01, 2022 USD ($) | Dec. 31, 2022 segment | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Number of reportable segments | 3 | ||
Number of operating segments | 3 | ||
Goodwill impairment | $ | $ 0 | ||
Performance Shares | Minimum | 2020 Omnibus Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Performance Shares | Maximum | 2020 Omnibus Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Pre-IPO B-1 | Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total net revenues | $ 1,003,687 | $ 931,478 | $ 818,158 |
Customer contract assets | 19,777 | 15,565 | |
Deferred revenue | 12,140 | 8,669 | |
Point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 774,145 | 710,964 | 613,518 |
Over time | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 229,542 | 220,514 | 204,640 |
Sterigenics | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 626,646 | 571,829 | 498,773 |
Sterigenics | Point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 626,646 | 571,829 | 498,773 |
Sterigenics | Over time | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 0 | 0 | 0 |
Nordion | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 153,639 | 140,507 | 114,745 |
Nordion | Point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 147,499 | 139,135 | 114,745 |
Nordion | Over time | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 6,140 | 1,372 | 0 |
Nelson Labs | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 223,402 | 219,142 | 204,640 |
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 | $ 223,402 | $ 219,142 | $ 204,640 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||||||
Nov. 04, 2021 USD ($) | May 18, 2021 USD ($) subsidiary | Mar. 11, 2021 USD ($) | Mar. 08, 2021 USD ($) | Aug. 31, 2018 | Jun. 30, 2022 | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2021 subsidiary | |
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 1,101,768 | $ 1,120,320 | $ 1,115,936 | ||||||||
Acquisition of noncontrolling interests | $ (2,800) | (8,578) | |||||||||
Payments to acquire businesses, net of cash acquired | 0 | 13,530 | $ 0 | ||||||||
Additional Paid-In Capital | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition of noncontrolling interests | $ 5,800 | (5,772) | |||||||||
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% | ||||||||||
Post-closing payment outstanding | 200 | ||||||||||
Subsidiary One | China | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percent of purchase of interest | 15% | 15% | |||||||||
Subsidiary Two | China | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percent of purchase of interest | 33% | 33% | |||||||||
China Subsidiaries | China | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership percentage by parent | 100% | ||||||||||
Nelson Fairfield | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percent of purchase of interest | 15% | 85% | |||||||||
Regulatory Compliance Associates Inc. (“RCA”) | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price | $ 30,600 | ||||||||||
Cash acquired from acquisition | $ 600 | ||||||||||
Goodwill | 25,300 | ||||||||||
Regulatory Compliance Associates Inc. (“RCA”) | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangibles | $ 6,400 | ||||||||||
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 | ||||||||||
Step acquisition, gain | $ 1,200 | ||||||||||
Mandatorily redeemable noncontrolling interest | $ 13,600 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 36,402 | $ 41,514 |
Work-in-process | 584 | 3,919 |
Finished goods | 276 | 8,979 |
Inventories, gross | 37,262 | 54,412 |
Reserve for excess and obsolete inventory | (117) | (124) |
Inventories, net | $ 37,145 | $ 54,288 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid taxes | $ 26,598 | $ 24,937 |
Prepaid business insurance | 9,964 | 10,707 |
Prepaid rent | 998 | 920 |
Customer contract assets | 19,777 | 15,565 |
Insurance and indemnification receivables | 3,724 | 3,144 |
Current deposits | 660 | 623 |
Prepaid maintenance contracts | 324 | 279 |
Value added tax receivable | 1,640 | 2,512 |
Prepaid software licensing | 1,832 | 2,055 |
Stock supplies | 3,656 | 3,374 |
Embedded derivative assets | 2,721 | 496 |
Other | 9,101 | 7,311 |
Prepaid expenses and other current assets | $ 80,995 | $ 71,923 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,213,423 | $ 1,041,191 |
Less accumulated depreciation | (438,896) | (390,394) |
Property, plant and equipment, net | 774,527 | 650,797 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 317,930 | 295,780 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 67,386 | 54,200 |
Machinery, equipment, including Co-60 | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 577,670 | 506,938 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 7,747 | 7,489 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 44,796 | 40,751 |
Asset retirement costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,255 | 4,164 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 193,639 | $ 131,869 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 64.3 | $ 64.2 | $ 63.3 |
Capitalized interest | $ 3.7 | $ 1.1 | $ 0.7 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 1,120,320 | $ 1,115,936 |
Changes due to foreign currency exchange rates | (23,197) | (5,161) |
Ending balance | 1,101,768 | 1,120,320 |
Iotron | ||
Goodwill [Roll Forward] | ||
Acquisition measurement period adjustments | (19,447) | |
BioScience | ||
Goodwill [Roll Forward] | ||
Beginning balance | 8,400 | |
Goodwill acquired | 8,354 | |
Ending balance | 8,400 | |
RCA | ||
Goodwill [Roll Forward] | ||
Acquisition measurement period adjustments | 4,645 | |
Goodwill acquired | 20,638 | |
Sterigenics | ||
Goodwill [Roll Forward] | ||
Beginning balance | 660,743 | 683,481 |
Changes due to foreign currency exchange rates | (3,285) | (3,291) |
Ending balance | 657,458 | 660,743 |
Sterigenics | Iotron | ||
Goodwill [Roll Forward] | ||
Acquisition measurement period adjustments | (19,447) | |
Sterigenics | BioScience | ||
Goodwill [Roll Forward] | ||
Goodwill acquired | 0 | |
Sterigenics | RCA | ||
Goodwill [Roll Forward] | ||
Acquisition measurement period adjustments | 0 | |
Goodwill acquired | 0 | |
Nordion | ||
Goodwill [Roll Forward] | ||
Beginning balance | 288,905 | 287,932 |
Changes due to foreign currency exchange rates | (17,939) | 973 |
Ending balance | 270,966 | 288,905 |
Nordion | Iotron | ||
Goodwill [Roll Forward] | ||
Acquisition measurement period adjustments | 0 | |
Nordion | BioScience | ||
Goodwill [Roll Forward] | ||
Goodwill acquired | 0 | |
Nordion | RCA | ||
Goodwill [Roll Forward] | ||
Acquisition measurement period adjustments | 0 | |
Goodwill acquired | 0 | |
Nelson Labs | ||
Goodwill [Roll Forward] | ||
Beginning balance | 170,672 | 144,523 |
Changes due to foreign currency exchange rates | (1,973) | (2,843) |
Ending balance | 173,344 | 170,672 |
Nelson Labs | Iotron | ||
Goodwill [Roll Forward] | ||
Acquisition measurement period adjustments | 0 | |
Nelson Labs | BioScience | ||
Goodwill [Roll Forward] | ||
Goodwill acquired | 8,354 | |
Nelson Labs | RCA | ||
Goodwill [Roll Forward] | ||
Acquisition measurement period adjustments | $ 4,645 | |
Goodwill acquired | $ 20,638 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 959,264 | $ 1,015,408 |
Accumulated Amortization | 570,626 | 524,507 |
Gross Carrying Amount | 102,627 | 107,943 |
Total | 1,061,891 | 1,123,351 |
Regulatory licenses and other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 76,978 | 82,110 |
Renewal term | 10 years | |
Trade names / trademarks | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 25,649 | 25,833 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 652,811 | 668,628 |
Accumulated Amortization | 422,277 | 365,935 |
Proprietary technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 86,054 | 88,826 |
Accumulated Amortization | 50,952 | 44,866 |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,553 | 145 |
Accumulated Amortization | 701 | 116 |
Land-use rights | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,986 | 9,744 |
Accumulated Amortization | 1,683 | 1,586 |
Sealed source and supply agreements | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 204,391 | 241,611 |
Accumulated Amortization | 93,034 | 109,838 |
Other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,469 | 6,454 |
Accumulated Amortization | $ 1,979 | $ 2,166 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 81,554 | $ 86,742 | $ 80,254 |
Finite-lived intangible assets, remaining amortization period | 8 years 3 months 18 days | ||
Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 81,600 | 86,800 | 80,300 |
Other | Selling, General and Administrative Expenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 62,900 | $ 63,800 | $ 59,000 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 80,533 |
2024 | 79,757 |
2025 | 42,472 |
2026 | 22,181 |
2027 | 21,104 |
Thereafter | 142,591 |
Total | $ 388,638 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation | $ 32,936 | $ 33,334 |
Illinois EO litigation settlement reserve | 408,000 | 0 |
Other legal reserves | 3,776 | 3,259 |
Accrued interest expense | 23,291 | 10,755 |
Embedded derivatives | 3,508 | 0 |
Professional fees | 6,436 | 4,314 |
Accrued utilities | 1,906 | 1,797 |
Insurance accrual | 2,392 | 2,068 |
Accrued taxes | 2,567 | 2,209 |
Other | 5,318 | 4,125 |
Accrued liabilities | $ 490,130 | $ 61,861 |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Gross Amount | $ 1,963,550 | $ 1,763,550 |
Gross Amount | 200,450 | |
Gross Amount | 1,763,100 | |
Unamortized Debt Issuance Costs | (5,471) | (2,682) |
Less current portion | (3,331) | 0 |
Unamortized Debt Issuance Costs | (2,140) | (2,682) |
Unamortized Debt Discount | (13,845) | (17,334) |
Net Amount | 1,944,234 | |
Less current portion | 197,119 | 0 |
Long-term debt, less current portion | 1,747,115 | 1,743,534 |
Senior Secured Credit Facilities | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Gross Amount | 200,000 | |
Unamortized Debt Issuance Costs | (3,328) | |
Net Amount | 196,672 | |
Secured Debt | Term loan, due 2026 | ||
Debt Instrument [Line Items] | ||
Gross Amount | 1,763,100 | 1,763,100 |
Unamortized Debt Issuance Costs | (2,140) | (2,676) |
Unamortized Debt Discount | (13,845) | (17,334) |
Net Amount | 1,747,115 | |
Long-term debt, less current portion | 1,743,090 | |
Other long-term debt | ||
Debt Instrument [Line Items] | ||
Gross Amount | 450 | 450 |
Unamortized Debt Issuance Costs | (3) | (6) |
Net Amount | $ 447 | |
Long-term debt, less current portion | $ 444 |
Long-Term Debt - Senior Secured
Long-Term Debt - Senior Secured Credit Facilities (Details) - USD ($) | 12 Months Ended | ||||||||||
Feb. 23, 2023 | Jan. 09, 2023 | Sep. 19, 2022 | Mar. 26, 2021 | Jan. 20, 2021 | Jan. 19, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 17, 2020 | Dec. 16, 2020 | Jul. 31, 2020 | |
Debt Instrument [Line Items] | |||||||||||
Total long-term debt | $ 1,963,550,000 | $ 1,763,550,000 | |||||||||
Ethylene Oxide Tort Litigation - Illinois | Pending Litigation | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount awarded to other party | $ 358,700,000 | ||||||||||
Base amount for default | $ 100,000,000 | ||||||||||
Triggering period for default | 60 days | ||||||||||
Asset Transfer Case | Pending Litigation | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount awarded to other party | $ 408,000,000 | ||||||||||
Term loan, due 2026 | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term debt | $ 1,763,100,000 | $ 1,763,100,000 | |||||||||
Weighted average interest rate | 4.63% | 3.44% | |||||||||
Effective reduction in current interest rates | 2.25% | ||||||||||
Term loan, due 2026 | Secured Debt | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.75% | 4.50% | |||||||||
Variable rate floor | 0.50% | 1% | |||||||||
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% | ||||||||||
Variable rate floor | 1% | ||||||||||
First Lien Notes due 2026 | Secured Debt | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 500,000,000 | ||||||||||
Prepayment period without penalty | 6 months | ||||||||||
Principal balance payment, percent of amount outstanding | 1% | ||||||||||
Debt instrument, annual principal payment | $ 5,000,000 | ||||||||||
First Lien Notes due 2026 | Secured Debt | SOFR | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.75% | ||||||||||
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 | Alternative Base Rate | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.75% | ||||||||||
First Lien Notes due 2026 | Secured Debt | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.75% | 6% | |||||||||
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% | ||||||||||
Revolving Credit Facility | Senior Secured Credit Facilities | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 347,500,000 | ||||||||||
Total long-term debt | $ 200,000,000 | ||||||||||
Amount outstanding | $ 200,000,000 | $ 0 | |||||||||
Debt instrument, maximum net leverage ratio covenant | 9 | ||||||||||
Aggregate amount of letter of credit disbursements | $ 139,000,000 | ||||||||||
Aggregate amount of letter of credit disbursements as percent | 40% | ||||||||||
Capitalized debt issuance costs | $ 0 | ||||||||||
Letters of credit outstanding, amount | $ 66,000,000 | ||||||||||
Unused borrowing capacity | $ 81,500,000 | ||||||||||
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% |
Long-Term Debt - Lien Notes (De
Long-Term Debt - Lien Notes (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 26, 2021 | Dec. 14, 2020 | Jul. 31, 2020 | Dec. 13, 2019 | Dec. 31, 2020 | Nov. 30, 2020 | Dec. 31, 2022 | Feb. 23, 2023 | |
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% | |||||||
Weighted average interest rate | 7% | |||||||
Secured Debt | First Lien Notes due 2026 | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 500,000,000 | |||||||
Secured Debt | First Lien Notes due 2026 | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.75% | 6% | ||||||
Term Loan | Second Lien Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate floor | 1% | |||||||
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% |
Long-Term Debt - Repayments of
Long-Term Debt - Repayments of Debt (Details) - USD ($) $ in Millions | 1 Months Ended | |||
Dec. 14, 2020 | Dec. 13, 2019 | Dec. 31, 2020 | Nov. 30, 2020 | |
Second Lien Notes | ||||
Debt Instrument [Line Items] | ||||
Write-off of debt premium | $ 15.4 | |||
Term Loan and Second Lien Notes | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs and debt discounts | 28.9 | |||
Term Loan | Second Lien Notes | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of debt | $ 770 | $ 770 | $ 770 | $ 341 |
Long-Term Debt - Aggregate Matu
Long-Term Debt - Aggregate Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 450 | |
2024 | 0 | |
2025 | 0 | |
2026 | 1,963,100 | |
2027 | 0 | |
Thereafter | 0 | |
Total | $ 1,963,550 | $ 1,763,550 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (418,308) | $ 5,092 | $ (168,943) |
Foreign | 175,197 | 170,624 | 130,083 |
Income (loss) before income taxes | $ (243,111) | $ 175,716 | $ (38,860) |
Income Taxes - Schedule of Tota
Income Taxes - Schedule of Total Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
Federal U.S. | $ 12,841 | $ 13,915 | $ (10,560) |
State U.S. | 5,082 | 3,220 | 166 |
Foreign | 46,496 | 45,176 | 32,385 |
Total current provision | 64,419 | 62,311 | 21,991 |
Deferred | |||
Federal U.S. | (52,382) | (2,422) | (4,336) |
State U.S. | (17,919) | 391 | (5,334) |
Foreign | (3,659) | (1,685) | (13,690) |
Total deferred benefit | (73,960) | (3,716) | (23,360) |
Total provision (benefit) for income taxes | $ (9,541) | $ 58,595 | $ (1,369) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Provision (benefit) computed at federal statutory rate | $ (51,053) | $ 36,872 | $ (8,181) |
State taxes, net of federal benefit | (20,359) | 1,013 | (5,876) |
Valuation allowance | 53,860 | 8,455 | 19,170 |
Global intangible low-tax income (“GILTI”) | 1,427 | 2,103 | 2,577 |
Nondeductible share-based compensation | 2,510 | 1,512 | 2,046 |
Foreign tax rate differential | 8,335 | 8,005 | 6,405 |
Impact of rate changes on deferred tax balances | (1,184) | 2,612 | (1,906) |
Tax holiday | (605) | (706) | (616) |
Audit settlement | 276 | 276 | 47 |
Impact of CARES Act and final 951A regulations | 0 | 0 | (16,720) |
Tax credits | (172) | (248) | (1,965) |
Other | (2,576) | (1,299) | 3,650 |
Total provision (benefit) for income taxes | $ (9,541) | $ 58,595 | $ (1,369) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Net deferred tax assets | ||
Net operating loss carryforwards | $ 9,286 | $ 11,262 |
Net capital loss carryforwards | 4,666 | 4,128 |
Reserves and accruals | 121,685 | 14,968 |
Employee benefits and compensation | 6,610 | 5,145 |
Asset retirement obligations | 10,649 | 9,949 |
Lease liability | 9,506 | 11,107 |
Disallowed interest carryforward | 89,682 | 76,386 |
Other | 6,561 | 7,099 |
Deferred tax assets before valuation allowance | 258,645 | 140,044 |
Valuation allowance | (105,600) | (52,080) |
Net deferred tax assets | 153,045 | 87,964 |
Net deferred tax liabilities | ||
Depreciation and amortization | (199,670) | (214,884) |
Other | (17,298) | (1,696) |
Total deferred tax liabilities | (216,968) | (216,580) |
Net deferred tax liabilities | (63,923) | (128,616) |
Deferred income taxes | 4,101 | 5,885 |
Deferred income taxes | $ (68,024) | $ (134,501) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred income taxes | $ 68,024,000 | $ 134,501,000 |
Unrecognized tax benefits, gross reserve | 0 | 1,000,000 |
Tax benefit attributable to holiday | 600,000 | 700,000 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 28,300,000 | 46,400,000 |
Operating loss carryforwards, not subject to expiration | 900,000 | 900,000 |
Operating loss carryforwards, valuation allowance | 1,900,000 | |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 29,300,000 | 31,600,000 |
Operating loss carryforwards, valuation allowance | 3,000,000 | 3,200,000 |
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, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Gross unrecognized tax benefits, beginning of year | $ 116 | $ 300 |
Additions related to current year | 0 | 116 |
Reductions related to prior years | (116) | 0 |
Settlements | 0 | (300) |
Gross unrecognized tax benefits, end of period | $ 0 | $ 116 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Expect funding requirements in each of the next five years | $ 0.3 | ||
Defined benefit pension plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Letters of credit outstanding, amount | $ 44.1 | $ 46.2 | |
Defined benefit pension plan | Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Solvency payment as percent of market value | 15% | ||
United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions | $ 5 | 4.3 | $ 4.2 |
Outside the U.S. | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions | $ 1.2 | $ 1.4 | $ 1.2 |
Employee Benefits - Net Periodi
Employee Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined benefit pension plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 969 | $ 1,204 | $ 1,104 |
Service cost | 1,118 | 1,382 | |
Interest cost | 7,411 | 6,516 | 8,034 |
Expected return on plan assets | (14,421) | (14,370) | (14,407) |
Amortization of net actuarial (gain) loss | 0 | 1,079 | 791 |
Net periodic benefit cost | (6,041) | (5,571) | (4,478) |
Other post-retirement benefits plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 16 | 28 | 29 |
Interest cost | 284 | 268 | 324 |
Amortization of net actuarial (gain) loss | (171) | (34) | 7 |
Net periodic benefit cost | $ 129 | $ 262 | $ 360 |
Employee Benefits - Weighted Av
Employee Benefits - Weighted Average Assumptions Used in the Measurement of Benefit Obligation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined benefit pension plan | ||
Projected benefit obligation | ||
Discount rate | 5.19% | 3.01% |
Rate of compensation increase | 3% | 3% |
Periodic benefit | ||
Discount rate | 3.01% | 2.53% |
Expected return on plan assets | 5% | 5% |
Rate of compensation increase | 3% | 3% |
Other post-retirement benefits plans | ||
Projected benefit obligation | ||
Discount rate | 5.19% | 3.01% |
Rate of compensation increase | 3% | 3% |
Initial health care cost trend rate | 7% | 7% |
Ultimate health care cost trend rate | 4% | 4% |
Years until ultimate trend rate is reached | 18 years | 11 years |
Periodic benefit | ||
Discount rate | 3.01% | 2.53% |
Rate of compensation increase | 3% | 3% |
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, 2022 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Change in net periodic benefit cost, 1% Increase | $ 20 |
Change in net periodic benefit cost, 1% Decrease | (17) |
Change in projected benefit obligation, 1% Increase | 508 |
Change in projected benefit obligation, 1% Decrease | $ (428) |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined benefit pension plan | |||
Change in projected benefit obligation: | |||
Projected benefit obligation, as of beginning of the year | $ 296,712 | $ 323,515 | |
Service cost | 1,118 | 1,382 | |
Interest cost | 7,411 | 6,516 | $ 8,034 |
Benefits paid | (12,207) | (12,330) | |
Actuarial gain | (59,378) | (23,831) | |
Foreign currency exchange rate changes | (16,074) | 1,460 | |
Projected benefit obligation, end of year | 217,582 | 296,712 | 323,515 |
Change in fair value of plan assets: | |||
Fair value of plan assets as of the beginning of the year | 302,190 | 288,539 | |
Actual return on plan assets | (20,038) | 24,251 | |
Benefits paid | (12,207) | (12,330) | |
Employer contributions | 693 | 733 | |
Employee contributions | 149 | 178 | |
Foreign currency exchange rate changes | (17,657) | 819 | |
Fair value of plan assets, end of year | 253,130 | 302,190 | 288,539 |
Funded status at end of year | 35,548 | 5,478 | |
Accumulated benefit obligation, end of year | 215,001 | 291,818 | |
Other post-retirement benefits plans | |||
Change in projected benefit obligation: | |||
Projected benefit obligation, as of beginning of the year | 11,942 | 13,684 | |
Service cost | 16 | 28 | 29 |
Interest cost | 284 | 268 | 324 |
Benefits paid | (590) | (922) | |
Actuarial gain | (2,775) | (1,389) | |
Plan participant contributions | 146 | 203 | |
Foreign currency exchange rate changes | (632) | 70 | |
Projected benefit obligation, end of year | 8,391 | 11,942 | 13,684 |
Change in fair value of plan assets: | |||
Fair value of plan assets as of the beginning of the year | 478 | 437 | |
Benefits paid | (181) | (181) | |
Employer contributions | 216 | 221 | |
Foreign currency exchange rate changes | (32) | 1 | |
Fair value of plan assets, end of year | 481 | 478 | $ 437 |
Funded status at end of year | (7,910) | (11,464) | |
Accumulated benefit obligation, end of year | $ 8,381 | $ 11,900 |
Employee Benefits - Reconcili_2
Employee Benefits - Reconciliation of Funded Status (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Defined benefit pension plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | $ 217,582 | $ 296,712 |
Fair value of plan assets | 253,130 | 302,190 |
Plan assets greater than (less than) projected benefit obligation | 35,548 | 5,478 |
Unrecognized net actuarial (gain) loss | (1,649) | 23,779 |
Net amount recognized at year end | 33,899 | 29,257 |
Noncurrent assets | 35,548 | 5,478 |
Noncurrent liabilities | 35,548 | 5,478 |
Accumulative other comprehensive income (loss) | (1,649) | 23,779 |
Other post-retirement benefits plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | (8,391) | (11,942) |
Fair value of plan assets | 481 | 478 |
Plan assets greater than (less than) projected benefit obligation | (7,910) | (11,464) |
Unrecognized net actuarial (gain) loss | 2,732 | 245 |
Net amount recognized at year end | 10,642 | 11,709 |
Noncurrent liabilities | (7,910) | (11,464) |
Accumulative other comprehensive income (loss) | $ (2,732) | $ (245) |
Employee Benefits - Amounts in
Employee Benefits - Amounts in Accumulated Other Comprehensive Income Loss (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
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 loss | (1,649,000) | $ 23,779,000 |
Deferred income taxes | 370,000 | (6,025,000) |
Accumulated other comprehensive income (loss) – net of tax | (1,279,000) | 17,754,000 |
Other post-retirement benefits plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss | (2,732,000) | (245,000) |
Deferred income taxes | 699,000 | 72,000 |
Accumulated other comprehensive income (loss) – net of tax | $ (2,033,000) | $ (173,000) |
Employee Benefits - Pension Pla
Employee Benefits - Pension Plan Weighted Average Asset Allocations (Details) - Defined benefit pension plan | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target | 100% | |
Defined benefit plan securities | 100% | 100% |
Cash | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target | 0% | |
Defined benefit plan securities | 0.40% | 0.90% |
Fixed income | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target | 46% | |
Defined benefit plan securities | 43.10% | 46.60% |
Equities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target | 35% | |
Defined benefit plan securities | 33.40% | 34.20% |
Real assets and alternatives | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target | 19% | |
Defined benefit plan securities | 23.10% | 18.30% |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined benefit pension plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | $ 253,130 | $ 302,190 | $ 288,539 |
Defined benefit pension plan | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 963 | 2,660 | |
Defined benefit pension plan | Fixed income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 109,232 | 140,842 | |
Defined benefit pension plan | Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 84,513 | 103,506 | |
Defined benefit pension plan | Real assets and alternatives | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 58,422 | ||
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 | Fair Value, Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 963 | 2,660 | |
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 | 963 | 2,660 | |
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 | 252,167 | 299,530 | |
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 | 109,232 | 140,842 | |
Defined benefit pension plan | Fair Value, Level 2 | Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | 84,513 | 103,506 | |
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 | 58,422 | ||
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 | ||
Other post-retirement benefits plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, fair value of plan assets | $ 481 | $ 478 | $ 437 |
Employee Benefits - Expected Fu
Employee Benefits - Expected Future Benefit Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Defined benefit pension plan | |
Estimated Future Benefit Payments | |
2023 | $ 13,221 |
2024 | 13,462 |
2025 | 13,712 |
2026 | 13,969 |
2027 | 14,084 |
2028 - 2032 | 71,888 |
Total | 140,336 |
Other post-retirement benefits plans | |
Estimated Future Benefit Payments | |
2023 | 585 |
2024 | 538 |
2025 | 530 |
2026 | 529 |
2027 | 556 |
2028 - 2032 | 2,528 |
Total | $ 5,266 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Curia Global | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 3,700 | ||
Due from related parties | 800 | ||
Companies Affiliated with Warburg Pincus and GTCR | Maximum | |||
Related Party Transaction [Line Items] | |||
Related party transaction | $ 120 | $ 120 | $ 120 |
Other Comprehensive Income (L_3
Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | $ 586,096 | $ 454,574 | $ (641,132) |
Ending Balance | 350,238 | 586,096 | 454,574 |
AOCI Attributable to Parent | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (83,566) | (93,842) | (94,387) |
Other comprehensive income (loss) before reclassifications | (23,074) | 9,231 | (5,308) |
Amounts reclassified from accumulated other comprehensive income (loss) | (13) | 1,045 | 5,853 |
Net current-period other comprehensive income (loss) | (23,087) | 10,276 | 545 |
Ending Balance | (106,653) | (83,566) | (93,842) |
Defined Benefit Plans | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (17,581) | (44,143) | (27,113) |
Other comprehensive income (loss) before reclassifications | 20,803 | 25,517 | (17,828) |
Amounts reclassified from accumulated other comprehensive income (loss) | (13) | 1,045 | 798 |
Net current-period other comprehensive income (loss) | 20,790 | 26,562 | (17,030) |
Ending Balance | 3,209 | (17,581) | (44,143) |
Foreign Currency Translation | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (66,389) | (49,699) | (67,453) |
Other comprehensive income (loss) before reclassifications | (64,816) | (16,690) | 17,754 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | 0 |
Net current-period other comprehensive income (loss) | (64,816) | (16,690) | 17,754 |
Ending Balance | (131,205) | (66,389) | (49,699) |
Interest Rate Derivatives | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | 404 | 0 | 179 |
Other comprehensive income (loss) before reclassifications | 20,939 | 404 | (5,234) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | 5,055 |
Net current-period other comprehensive income (loss) | 20,939 | 404 | (179) |
Ending Balance | $ 21,343 | $ 404 | $ 0 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||
Mar. 22, 2021 | Nov. 18, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | 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 | ||||||
Common stock, par value (in dollars per share) | $ 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 | ||||||
Preferred stock, par value (in dollars per share) | $ 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 19,100 | $ 11,300 | $ 1,200 |
Cost not yet recognized | $ 4,200 | ||
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) | 19.1 | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 9,700 | ||
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 | $ 2,100 | 2,600 | 4,800 |
Cost not yet recognized | $ 4,200 | ||
Restricted Stock | Pre-IPO B-1 | Year One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 20% | ||
Restricted Stock | Pre-IPO B-1 | Year Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 20% | ||
Restricted Stock | Pre-IPO B-1 | Year Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 20% | ||
Restricted Stock | Pre-IPO B-1 | Year Four | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 20% | ||
Restricted Stock | Pre-IPO B-1 | Year Five | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 20% | ||
Restricted Stock | Pre-IPO B-2 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 4,900 | ||
Cost not yet recognized | $ 0 | ||
Restricted Stock | Pre-IPO B-2 | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cash proceeds to sponsors, ratio to invested capital | 250% | ||
Investment, internal rate of return | 20% | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 7,800 | 5,100 | 500 |
Contractual term | 10 years | ||
Period for recognition | 2 years | ||
Cost not yet recognized | $ 23,300 | ||
Fair value of stock options vested | $ 4,400 | ||
Stock options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Stock options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 11,300 | $ 6,200 | $ 700 |
Period for recognition | 2 years 2 months 12 days | ||
Cost not yet recognized | $ 25,100 |
Share-Based Compensation - Pre-
Share-Based Compensation - Pre-IPO Awards Assumptions (Details) - Pre-IPO Awards | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 1.60% |
Expected volatility | 50% |
Expected term (years) | 7 months 6 days |
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, 2022 | Dec. 31, 2021 | |
Pre-IPO B-1 | ||||
Number of Shares | ||||
Beginning balance (in shares) | 14,766,276 | 14,450,263 | 1,206,089 | 2,201,239 |
Converted at IPO (in shares) | 2,309,348 | |||
Granted (in shares) | 11,450,000 | |||
Forfeited (in shares) | 0 | (84,390) | (54,333) | (72,467) |
Vested (in shares) | (108,109) | (11,049,597) | (435,665) | (922,683) |
Ending balance (in shares) | 2,201,239 | 14,766,276 | 716,091 | 1,206,089 |
Pre-IPO B-2 | ||||
Number of Shares | ||||
Beginning balance (in shares) | 14,603,875 | 15,011,256 | 2,023,959 | 2,323,333 |
Converted at IPO (in shares) | 3,497,138 | |||
Granted (in shares) | 0 | |||
Forfeited (in shares) | (1,173,805) | (407,381) | (925,544) | (299,374) |
Vested (in shares) | 0 | 0 | 0 | 0 |
Ending balance (in shares) | 2,323,333 | 14,603,875 | 1,098,415 | 2,023,959 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Pre-IPO Awards (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / 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 | $ 3.18 |
Total compensation cost recognized | $ 2,100 |
Unrecognized compensation expense at December 31, 2022 | $ 4,200 |
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 | $ 5.36 |
Weighted average remaining contractual term | 2 years 2 months 12 days |
Total compensation cost recognized | $ 2,100 |
Unrecognized compensation expense at December 31, 2022 | $ 4,200 |
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 | $ 1.76 |
Total compensation cost recognized | $ 0 |
Unrecognized compensation expense at December 31, 2022 | $ 0 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Options Assumptions (Details) - Stock options - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | 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) | $ 4,860,000 | $ 9,080,000 | $ 8,540,000 |
Expected term (years) | 5 years 9 months 18 days | 6 years 3 months 18 days | 6 years 3 months 18 days |
Risk-free interest rate | 3.40% | 1.20% | 0.50% |
Expected volatility | 45.70% | 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, 2022 USD ($) $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 2,423,256 |
Granted (in shares) | shares | 4,161,145 |
Forfeited (in shares) | shares | (593,931) |
Exercised (in shares) | shares | 0 |
Ending balance (in shares) | shares | 5,990,470 |
Weighted- average Exercise Price | |
Beginning balance (in shares) | $ / shares | $ 23.02 |
Granted (in dollars per share) | $ / shares | 11.09 |
Forfeited (in dollars per share) | $ / shares | 21.93 |
Exercised (in dollars per share) | $ / shares | 0 |
Ending balance (in shares) | $ / shares | $ 14.84 |
Outstanding at the end of the year, Remaining Contractual Life | 9 years |
Outstanding at the end of the year, Aggregate Intrinsic Value | $ | $ 5,300 |
Exercisable at the end of the year, Number of Shares (in shares) | shares | 1,011,670 |
Exercisable at the end of the year, Weighted-average Exercise Price (in dollars per share) | $ / shares | $ 23.01 |
Exercisable at the end of the year, Remaining Contractual Life | 7 years 10 months 24 days |
Unvested at the end of the year, Number of Shares (in shares) | shares | 4,978,800 |
Unvested at the end of the year, Weighted-average Exercise Price (in dollars per share) | $ / shares | $ 13.18 |
Unvested at the end of the year, Remaining Contractual Life | 9 years 3 months 18 days |
Unvested at the end of the year, Aggregate Intrinsic Value | $ | $ 5,300 |
Share-Based Compensation - RSUs
Share-Based Compensation - RSUs (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Weighted- average Grant Date Fair Value | |
Ending balance (in dollars per share) | $ 3.18 |
RSUs | |
Number of Shares | |
Beginning balance (in shares) | shares | 640,122 |
Granted (in shares) | shares | 2,319,762 |
Forfeited (in shares) | shares | (234,172) |
Vested (in shares) | shares | (243,277) |
Ending balance (in shares) | shares | 2,482,435 |
Weighted- average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ 23.19 |
Granted (in dollars per share) | 12.23 |
Forfeited (in dollars per share) | 21.38 |
Vested (in dollars per share) | 23.41 |
Ending balance (in dollars per share) | $ 13.09 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings (loss): | |||
Net income (loss) | $ (233,570) | $ 117,121 | $ (37,491) |
Less: Net income attributable to noncontrolling interests | 0 | 239 | 1,126 |
Less: Allocation to participating securities | 0 | 1,524 | 0 |
Less: Allocation to participating securities | 0 | 1,524 | 0 |
Net income (loss) attributable to Sotera Health Company common stockholders (basic) | (233,570) | 115,358 | (38,617) |
Net income (loss) attributable to Sotera Health Company common stockholders (diluted) | $ (233,570) | $ 115,358 | $ (38,617) |
Weighted Average Common Shares: | |||
Weighted-average common shares outstanding - basic (in shares) | 280,096,000 | 279,228,000 | 237,696,000 |
Dilutive effect of potential common shares (in shares) | 0 | 154,000 | 0 |
Weighted-average common shares outstanding - diluted (in shares) | 280,096,000 | 279,382,000 | 237,696,000 |
Earnings (loss) per Common Share: | |||
Net income (loss) per common share attributable to Sotera Health Company common stockholders - basic (in dollars per share) | $ (0.83) | $ 0.41 | $ (0.16) |
Net income (loss) per common share attributable to Sotera Health Company common stockholders - diluted (in dollars per share) | $ (0.83) | $ 0.41 | $ (0.16) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 8,457,000 | 2,407,000 | 2,972,000 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,467,000 | 4,000 | 771,000 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,990,000 | 2,403,000 | 2,201,000 |
Leases - Costs (Details)
Leases - Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease costs | $ 15,122 | $ 15,433 | $ 14,403 |
Finance lease costs: | |||
Amortization of right of use assets | 6,368 | 3,018 | 2,617 |
Interest on lease liabilities | 3,454 | 2,506 | 1,967 |
Total finance lease costs | 9,822 | 5,524 | 4,584 |
Total lease costs | 24,944 | 20,957 | 18,987 |
Short-term lease costs | $ 1,300 | $ 900 | $ 1,000 |
Leases - Term and Rate (Details
Leases - Term and Rate (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term, Operating leases | 4 years 6 months | 6 years 3 months 18 days |
Weighted-average remaining lease term,Finance leases | 14 years | 15 years 7 months 6 days |
Weighted-average discount rate, Operating leases | 5.88% | 6.09% |
Weighted-average discount rate, Finance leases | 5.48% | 5.91% |
Leases - Cash Flows (Details)
Leases - Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating cash flows for operating leases | $ 11,112 | $ 12,494 | $ 12,732 |
Operating cash flow for finance leases | 2,932 | 2,042 | 2,118 |
Finance cash flows for finance leases | $ 1,066 | $ 901 | $ 1,498 |
Leases - Maturities (Details)
Leases - Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 9,065 |
2024 | 6,222 |
2025 | 4,414 |
2026 | 4,035 |
2027 | 3,160 |
2028 and Thereafter | 7,506 |
Total lease payments | 34,402 |
Less imputed interest | (5,271) |
Total lease liabilities | 29,131 |
Finance Leases | |
2023 | 4,850 |
2024 | 11,149 |
2025 | 4,507 |
2026 | 4,436 |
2027 | 4,550 |
2028 and Thereafter | 57,553 |
Total lease payments | 87,045 |
Less imputed interest | (28,368) |
Total lease liabilities | 58,677 |
Total | |
2023 | 13,915 |
2024 | 17,371 |
2025 | 8,921 |
2026 | 8,471 |
2027 | 7,710 |
2028 and Thereafter | 65,059 |
Total lease payments | 121,447 |
Less imputed interest | (33,639) |
Total lease liabilities | $ 87,808 |
Asset Retirement Obligations _3
Asset Retirement Obligations (“ARO”) - Changes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
ARO – beginning of period | $ 42,452 | $ 45,633 | |
Liabilities settled | (497) | (5,651) | |
Changes in estimates | 2,593 | 183 | |
Accretion expense | 2,194 | 2,252 | $ 1,997 |
Foreign currency exchange and other | (1,260) | 35 | |
ARO – end of period | 45,482 | 42,452 | $ 45,633 |
Less current portion of ARO | 2,896 | 619 | |
Noncurrent ARO – end of period | $ 42,586 | 41,833 | |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |||
Depreciation expense | $ 0.3 | $ 0.4 | $ 0.2 |
Decommissioning obligation, letters of credit and surety bonds outstanding | $ 54.1 | $ 50.5 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | 28 Months Ended | ||||||
Feb. 16, 2023 claim | Jan. 09, 2023 USD ($) plaintiff lawsuit | Sep. 19, 2022 USD ($) | Aug. 21, 2020 plaintiff | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) claim plaintiff | Feb. 23, 2023 USD ($) | Jul. 31, 2020 USD ($) | |
Gain Contingencies [Line Items] | ||||||||
Loss contingency, insurance limits per occurrence | $ 10,000,000 | |||||||
Loss contingency, insurance limits | 20,000,000 | |||||||
First Lien Notes due 2026 | Secured Debt | ||||||||
Gain Contingencies [Line Items] | ||||||||
Face amount | $ 100,000,000 | |||||||
Subsequent Event | ||||||||
Gain Contingencies [Line Items] | ||||||||
Number of claims awarded in favor of defenders (in claims) | claim | 1 | |||||||
Subsequent Event | First Lien Notes due 2026 | Secured Debt | ||||||||
Gain Contingencies [Line Items] | ||||||||
Face amount | $ 500,000,000 | |||||||
Ethylene Oxide Tort Litigation - Illinois | Pending Litigation | ||||||||
Gain Contingencies [Line Items] | ||||||||
Number of plaintiffs | plaintiff | 850 | |||||||
Loss contingency, number of individuals threatened to file lawsuits | plaintiff | 25 | |||||||
Amount awarded to other party | $ 358,700,000 | |||||||
Ethylene Oxide Tort Litigation - Illinois | Pending Litigation | Co-defendant | ||||||||
Gain Contingencies [Line Items] | ||||||||
Amount awarded to other party | 2,600,000 | |||||||
Ethylene Oxide Tort Litigation - Illinois | Pending Litigation | Punitive Damages | ||||||||
Gain Contingencies [Line Items] | ||||||||
Amount awarded to other party | 320,000,000 | |||||||
Ethylene Oxide Tort Litigation - Illinois | Pending Litigation | Compensatory Damages | ||||||||
Gain Contingencies [Line Items] | ||||||||
Amount awarded to other party | $ 36,100,000 | |||||||
Asset Transfer Case | Pending Litigation | Subsequent Event | ||||||||
Gain Contingencies [Line Items] | ||||||||
Amount awarded to other party | $ 408,000,000 | |||||||
Eligible claimants (in percent) | 95% | |||||||
Number of days to claimant receives all disclosure, minimum | 30 days | |||||||
Asset Transfer Case | Pending Litigation | Subsidiaries | Subsequent Event | ||||||||
Gain Contingencies [Line Items] | ||||||||
Eligible claimants (in percent) | 100% | |||||||
Number of days to claimant receives all disclosure, minimum | 30 days | |||||||
Asset Transfer Case | Pending Litigation | PEC | Subsequent Event | ||||||||
Gain Contingencies [Line Items] | ||||||||
Eligible claimants (in percent) | 99% | |||||||
Ethylene Oxide Tort Litigation – Georgia | Pending Litigation | ||||||||
Gain Contingencies [Line Items] | ||||||||
Number of plaintiffs | plaintiff | 300 | |||||||
Loss contingency, insurance limits | 10,000,000 | |||||||
Loss contingency, utilized limits | 8,900,000 | $ 8,900,000 | ||||||
Ethylene Oxide Tort Litigation – Georgia | Pending Litigation | Injury | Subsidiaries | ||||||||
Gain Contingencies [Line Items] | ||||||||
Consolidated claims | claim | 2,000,000 | |||||||
Ethylene Oxide Tort Litigation – Georgia | Pending Litigation | Real Estate Damage | Subsidiaries | ||||||||
Gain Contingencies [Line Items] | ||||||||
Number of new claims filed | claim | 6 | |||||||
Minimum | Asset Transfer Case | Pending Litigation | Subsequent Event | ||||||||
Gain Contingencies [Line Items] | ||||||||
Number of plaintiffs | plaintiff | 40 | |||||||
Number of new claims filed | lawsuit | 5 | |||||||
Nordion | ||||||||
Gain Contingencies [Line Items] | ||||||||
Minimum purchase commitments | 1,586,700,000 | $ 1,586,700,000 | ||||||
Minimum amount committed | $ 107,200,000 | $ 107,200,000 | ||||||
Nordion | Minimum | ||||||||
Gain Contingencies [Line Items] | ||||||||
Term of contract | 1 year | 1 year | ||||||
Nordion | Maximum | ||||||||
Gain Contingencies [Line Items] | ||||||||
Term of contract | 42 years | 42 years |
Financial Instruments and Fin_3
Financial Instruments and Financial Risk - Additional Information (Details) | 12 Months Ended | |||||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | May 31, 2022 USD ($) instrument | Oct. 31, 2021 USD ($) instrument | Feb. 28, 2021 USD ($) instrument | Jun. 30, 2020 USD ($) instrument | Sep. 30, 2019 USD ($) instrument | |
Derivative [Line Items] | ||||||||
Notional amount | $ 2,331,400,000 | $ 2,644,400,000 | ||||||
Derivative liabilities | 3,780,000 | 0 | ||||||
Interest rate derivatives, net of tax | 20,939,000 | 404,000 | $ (179,000) | |||||
Allowance for uncollectible accounts | 1,871,000 | 1,287,000 | ||||||
Derivatives Designated in Hedge Relationships | ||||||||
Derivative [Line Items] | ||||||||
Interest rate derivatives, net of tax | 28,000,000 | |||||||
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 caps | ||||||||
Derivative [Line Items] | ||||||||
Notional amount | 2,000,000,000 | 1,000,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | ||||
Percent of borrowing limitation due to cash flow exposure | 3.50% | 1% | ||||||
Derivative liabilities | 0 | 0 | ||||||
Derivatives Designated in Hedge Relationships | Interest Rate Cap October 2017 | ||||||||
Derivative [Line Items] | ||||||||
Number of instruments held | instrument | 2 | 2 | ||||||
Option premium | $ 4,100,000 | $ 1,800,000 | ||||||
Derivatives Not Designated in Hedge Relationships | Interest rate caps | ||||||||
Derivative [Line Items] | ||||||||
Number of instruments held | instrument | 2 | |||||||
Notional amount | 0 | 1,500,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | ||||
Option premium | $ 400,000 | $ 300,000 | ||||||
Derivative liabilities | 0 | 0 | ||||||
Derivatives Not Designated in Hedge Relationships | Interest rate caps | LIBOR | ||||||||
Derivative [Line Items] | ||||||||
Variable rate | 0.50% | 1% | ||||||
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] | ||||||||
Notional amount | 151,500,000 | 0 | ||||||
Derivative liabilities | $ 272,000 | $ 0 |
Financial Instruments and Fin_4
Financial Instruments and Financial Risk - Derivative Instruments (Details) - USD ($) | Dec. 31, 2022 | May 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Feb. 28, 2021 | Jun. 30, 2020 |
Derivative [Line Items] | ||||||
Notional Amount | $ 2,331,400,000 | $ 2,644,400,000 | ||||
Derivative asset | 37,485,000 | 4,472,000 | ||||
Derivative liabilities | 3,780,000 | 0 | ||||
Derivatives Designated in Hedge Relationships | Interest rate caps | ||||||
Derivative [Line Items] | ||||||
Notional Amount | 2,000,000,000 | $ 1,000,000,000 | 1,000,000,000 | $ 1,000,000,000 | ||
Derivative asset | 34,764,000 | 2,322,000 | ||||
Derivative liabilities | 0 | 0 | ||||
Derivatives Designated in Hedge Relationships | Interest Rate Cap, Start Date July 31, 2023 | ||||||
Derivative [Line Items] | ||||||
Notional Amount | 1,000,000,000 | |||||
Derivatives Not Designated in Hedge Relationships | Interest rate caps | ||||||
Derivative [Line Items] | ||||||
Notional Amount | 0 | 1,500,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | ||
Derivative asset | 0 | 1,654,000 | ||||
Derivative liabilities | 0 | 0 | ||||
Derivatives Not Designated in Hedge Relationships | Foreign currency forward contracts | ||||||
Derivative [Line Items] | ||||||
Notional Amount | 151,500,000 | 0 | ||||
Derivative asset | 0 | 0 | ||||
Derivative liabilities | 272,000 | 0 | ||||
Derivatives Not Designated in Hedge Relationships | Embedded derivatives | ||||||
Derivative [Line Items] | ||||||
Notional Amount | 179,900,000 | 144,400,000 | ||||
Derivative asset | 2,721,000 | 496,000 | ||||
Derivative liabilities | $ 3,508,000 | $ 0 |
Financial Instruments and Fin_5
Financial Instruments and Financial Risk - Activities of Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized loss (gain) on derivatives not designated as hedging instruments | $ 2,977 | $ (1,195) | $ (3,073) |
Interest rate caps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized loss (gain) on derivatives not designated as hedging instruments | 0 | (1,185) | 250 |
Embedded derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized loss (gain) on derivatives not designated as hedging instruments | 1,324 | (1,195) | (3,073) |
Interest Rate Swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Realized loss | (12,226) | 0 | 0 |
Foreign currency forward contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Realized loss | $ (3,931) | $ 1,900 | $ (2,751) |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Unrealized gain (loss) on interest rate derivatives recorded in other comprehensive income (loss), net of tax | $ 20,939 | $ 404 | $ (5,234) |
Amounts reclassified from accumulated other comprehensive income (loss) to interest expense, net | $ 0 | $ 0 | $ 5,055 |
Financial Instruments and Fin_7
Financial Instruments and Financial Risk - Assets and Liabilities Measured (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Derivative asset | $ 37,485 | $ 4,472 |
Derivative liabilities | 3,780 | 0 |
Derivatives Designated in Hedge Relationships | Interest rate caps | ||
Derivative [Line Items] | ||
Derivative asset | 34,764 | 2,322 |
Derivative liabilities | 0 | 0 |
Derivatives Designated in Hedge Relationships | Fair Value, Level 1 | Interest rate caps | ||
Derivative [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives Designated in Hedge Relationships | Fair Value, Level 2 | Interest rate caps | ||
Derivative [Line Items] | ||
Derivative asset | 34,764 | 2,322 |
Derivatives Designated in Hedge Relationships | Fair Value, Level 3 | Interest rate caps | ||
Derivative [Line Items] | ||
Derivative asset | 0 | 0 |
Derivatives Designated in Hedge Relationships | Carrying Amount | Interest rate caps | ||
Derivative [Line Items] | ||
Derivative asset | 34,764 | 2,322 |
Derivatives Not Designated in Hedge Relationships | Interest rate caps | ||
Derivative [Line Items] | ||
Derivative asset | 0 | 1,654 |
Derivative liabilities | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Embedded derivatives | ||
Derivative [Line Items] | ||
Derivative asset | 2,721 | 496 |
Derivative liabilities | 3,508 | 0 |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 1 | Other long-term debt | ||
Derivative [Line Items] | ||
Long-term debt | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 1 | Term loan, due 2026 | ||
Derivative [Line Items] | ||
Long-term debt | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 1 | Finance Lease Obligations (with current portion) | ||
Derivative [Line Items] | ||
Long-term debt | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 1 | Revolving Credit Facility | ||
Derivative [Line Items] | ||
Long-term debt | 0 | |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 1 | Interest rate caps | ||
Derivative [Line Items] | ||
Derivative asset | 0 | |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 1 | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Derivative asset | 0 | |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 1 | Embedded derivatives | ||
Derivative [Line Items] | ||
Derivative asset | 0 | |
Derivative liabilities | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 2 | Other long-term debt | ||
Derivative [Line Items] | ||
Long-term debt | 447 | 444 |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 2 | Term loan, due 2026 | ||
Derivative [Line Items] | ||
Long-term debt | 1,626,460 | 1,754,285 |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 2 | Finance Lease Obligations (with current portion) | ||
Derivative [Line Items] | ||
Long-term debt | 58,677 | 42,037 |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 2 | Revolving Credit Facility | ||
Derivative [Line Items] | ||
Long-term debt | 196,672 | |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 2 | Interest rate caps | ||
Derivative [Line Items] | ||
Derivative asset | 1,654 | |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 2 | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Derivative asset | 272 | |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 2 | Embedded derivatives | ||
Derivative [Line Items] | ||
Derivative asset | 2,721 | |
Derivative liabilities | 3,508 | 496 |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 3 | Other long-term debt | ||
Derivative [Line Items] | ||
Long-term debt | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 3 | Term loan, due 2026 | ||
Derivative [Line Items] | ||
Long-term debt | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 3 | Finance Lease Obligations (with current portion) | ||
Derivative [Line Items] | ||
Long-term debt | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 3 | Revolving Credit Facility | ||
Derivative [Line Items] | ||
Long-term debt | 0 | |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 3 | Interest rate caps | ||
Derivative [Line Items] | ||
Derivative asset | 0 | |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 3 | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Derivative asset | 0 | |
Derivatives Not Designated in Hedge Relationships | Fair Value, Level 3 | Embedded derivatives | ||
Derivative [Line Items] | ||
Derivative asset | 0 | |
Derivative liabilities | 0 | 0 |
Derivatives Not Designated in Hedge Relationships | Carrying Amount | Other long-term debt | ||
Derivative [Line Items] | ||
Long-term debt | 447 | 444 |
Derivatives Not Designated in Hedge Relationships | Carrying Amount | Term loan, due 2026 | ||
Derivative [Line Items] | ||
Long-term debt | 1,747,115 | 1,743,090 |
Derivatives Not Designated in Hedge Relationships | Carrying Amount | Finance Lease Obligations (with current portion) | ||
Derivative [Line Items] | ||
Long-term debt | 58,677 | 42,037 |
Derivatives Not Designated in Hedge Relationships | Carrying Amount | Revolving Credit Facility | ||
Derivative [Line Items] | ||
Long-term debt | 196,672 | |
Derivatives Not Designated in Hedge Relationships | Carrying Amount | Interest rate caps | ||
Derivative [Line Items] | ||
Derivative asset | 1,654 | |
Derivatives Not Designated in Hedge Relationships | Carrying Amount | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Derivative asset | 272 | |
Derivatives Not Designated in Hedge Relationships | Carrying Amount | Embedded derivatives | ||
Derivative [Line Items] | ||
Derivative asset | 2,721 | |
Derivative liabilities | $ 3,508 | $ 496 |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Details) - segment | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | 17.70% | 15.10% | 15.40% |
Operating Segments | Nordion | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer Two | |||
Segment Reporting Information [Line Items] | |||
Percentage | 13.60% | 12.70% | 13.80% |
Operating Segments | Nordion | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer Three | |||
Segment Reporting Information [Line Items] | |||
Percentage | 11.20% | 11.50% | 13.30% |
Operating Segments | Nordion | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer Four | |||
Segment Reporting Information [Line Items] | |||
Percentage | 10.20% | 11.10% | |
Operating Segments | Nordion | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer Five | |||
Segment Reporting Information [Line Items] | |||
Percentage | 10.70% |
Segment and Geographic Inform_4
Segment and Geographic Information - Segment Operating Results (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Net revenues | $ 1,003,687 | $ 931,478 | $ 818,158 |
Total capital expenditures | 182,378 | 102,162 | 53,507 |
Sterigenics | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 626,646 | 571,829 | 498,773 |
Total capital expenditures | 144,027 | 73,753 | 42,164 |
Nordion | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 153,639 | 140,507 | 114,745 |
Total capital expenditures | 26,575 | 21,292 | 4,655 |
Nelson Labs | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 223,402 | 219,142 | 204,640 |
Total capital expenditures | 11,776 | 7,117 | 6,688 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 1,003,687 | 931,478 | 818,158 |
Segment income | 506,249 | 481,229 | 419,859 |
Operating Segments | Sterigenics | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 626,646 | 571,829 | 498,773 |
Segment income | 339,144 | 310,470 | 266,639 |
Operating Segments | Nordion | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 153,639 | 140,507 | 114,745 |
Segment income | 89,477 | 82,673 | 66,803 |
Operating Segments | Nelson Labs | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 223,402 | 219,142 | 204,640 |
Segment income | 77,628 | 88,086 | 86,417 |
Intersegment | |||
Segment Reporting Information [Line Items] | |||
Net revenues | $ (52,400) | $ (34,100) | $ (38,600) |
Segment and Geographic Inform_5
Segment and Geographic Information - Reconciliation of Reportable Segment Amounts (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 09, 2023 claim | |
Segment Reporting Information [Line Items] | ||||||
Depreciation and amortization | $ 64,300 | $ 64,200 | $ 63,300 | |||
Share-based compensation | 21,211 | 13,870 | 10,987 | |||
Impairment of investment in unconsolidated affiliate | 9,613 | 0 | 0 | |||
Loss on extinguishment of debt | 0 | 20,681 | 44,262 | |||
Illinois EO litigation settlement | 408,000 | 0 | 0 | |||
Accretion expense | 2,194 | 2,252 | 1,997 | |||
Net income (loss) attributable to Sotera Health Company | (233,570) | 116,882 | (38,617) | |||
Gain on Business Interruption Insurance Recovery, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | |||||
Nordion | ||||||
Segment Reporting Information [Line Items] | ||||||
Gain on insurance settlement | $ 3,400 | |||||
ARO, non-cash gain from derecognition | $ 5,100 | |||||
Interest rate caps | Interest Expense, Net | ||||||
Segment Reporting Information [Line Items] | ||||||
Unrealized loss (gain) | 1,700 | |||||
Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Segment income | 506,249 | 481,229 | 419,859 | |||
Operating Segments | Nordion | ||||||
Segment Reporting Information [Line Items] | ||||||
Segment income | 89,477 | 82,673 | 66,803 | |||
Segment Reconciling Items | ||||||
Segment Reporting Information [Line Items] | ||||||
Interest expense, net | 78,490 | 74,192 | 215,259 | |||
Depreciation and amortization | 145,554 | 150,902 | 143,564 | |||
Share-based compensation | 21,211 | 13,870 | 10,987 | |||
Capital restructuring bonuses | 0 | 0 | 2,702 | |||
Loss (gain) on foreign currency and derivatives not designated as hedging instruments, net | 3,150 | (58) | (8,454) | |||
Acquisition and divestiture related charges, net | 1,398 | (6,018) | 3,932 | |||
Business optimization project expenses | 2,226 | 948 | 2,524 | |||
Plant closure expenses | 4,730 | 2,327 | 2,649 | |||
Impairment of investment in unconsolidated affiliate | 9,613 | 0 | 0 | |||
Loss on extinguishment of debt | 0 | 20,681 | 44,262 | |||
Professional services relating to EO sterilization facilities | 72,639 | 45,656 | 36,671 | |||
Illinois EO litigation settlement | 408,000 | 0 | 0 | |||
Accretion expense | 2,194 | 2,252 | 1,946 | |||
COVID-19 expenses | 155 | 761 | 2,677 | |||
Net income (loss) attributable to Sotera Health Company | $ (243,111) | $ 175,716 | $ (38,860) | |||
Segment Reconciling Items | Subsequent Event | Minimum | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of pending claims | claim | 870 |
Segment and Geographic Inform_6
Segment and Geographic Information - Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Net revenues | $ 1,003,687 | $ 931,478 | $ 818,158 |
United States | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 579,018 | 527,907 | 490,498 |
Canada | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 188,741 | 177,875 | 135,938 |
Europe | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 166,025 | 161,810 | 135,720 |
Other | |||
Segment Reporting Information [Line Items] | |||
Net revenues | $ 69,903 | $ 63,886 | $ 56,002 |
Asia | |||
Segment Reporting Information [Line Items] | |||
Percent of total revenues | 2% | 2% | 2% |
Latin America | |||
Segment Reporting Information [Line Items] | |||
Percent of total revenues | 2% | 2% | 2% |
Segment and Geographic Inform_7
Segment and Geographic Information - Long-Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Total | $ 774,527 | $ 650,797 |
United States | ||
Segment Reporting Information [Line Items] | ||
Total | 413,887 | 323,528 |
Europe | ||
Segment Reporting Information [Line Items] | ||
Total | 143,809 | 135,025 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Total | 140,761 | 128,538 |
Other | ||
Segment Reporting Information [Line Items] | ||
Total | $ 76,070 | $ 63,706 |
Asia | ||
Segment Reporting Information [Line Items] | ||
Percent of total long-lived assets | 5% | 5% |
Latin America | ||
Segment Reporting Information [Line Items] | ||
Percent of total long-lived assets | 5% | 5% |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for uncollectible accounts receivable | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 1,287 | $ 708 | $ 787 |
Charges (credits) to costs and expense | 1,009 | 1,132 | 270 |
Deductions | (419) | (408) | (389) |
Translation Adjustments | (6) | (145) | 40 |
Balance at End of Period | 1,871 | 1,287 | 708 |
Deferred tax asset valuation allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 52,080 | 43,765 | 22,962 |
Charges (credits) to costs and expense | 53,945 | 8,455 | 30,667 |
Deductions | 0 | 0 | (10,881) |
Translation Adjustments | (425) | (140) | 1,017 |
Balance at End of Period | $ 105,600 | $ 52,080 | $ 43,765 |