Segment Information | Segment 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” of our 2020 Form 10-K. 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 three months ended September 30, 2021, four customers reported within the Nordion segment individually represented 10% or more of the segment’s total net revenues. These customers represented 20.4%, 12.8%, 12.8%, and 10.3% of the total segment’s external net revenues for the three months ended September 30, 2021. For the three months ended September 30, 2020, four customers reported within the Nordion segment individually represented 10% or more of the segment’s total net revenues. These customers represented 23.7%, 18.6%, 18.5%, and 12.4% of the total segment’s external net revenues for the three months ended September 30, 2020. For the nine months ended September 30, 2021, five customers reported within the Nordion segment individually represented 10% or more of the segment’s total net revenues. These customers represented 13.2%, 12.8%, 12.6%, 12.3%, and 10.5% of the total segment’s external net revenues for the nine months ended September 30, 2021. For the nine months ended September 30, 2020, five customers reported within the Nordion segment individually represented 10% or more of the segment’s total net revenues. These customers represented 15.5%, 14.5%, 11.4%, 11.2%, and 10.3% of the total segment's external net revenues for the nine months ended September 30, 2020. Financial information for each of our segments is presented in the following table: Three Months Ended September 30, Nine Months Ended September 30, (thousands of U.S. dollars) 2021 2020 2021 2020 Segment revenues (a) Sterigenics $ 145,314 $ 126,302 $ 421,647 $ 363,954 Nordion 28,768 20,268 103,811 86,034 Nelson Labs 52,082 53,458 164,771 151,325 Total net revenues $ 226,164 $ 200,028 $ 690,229 $ 601,313 Segment income (b) Sterigenics $ 79,344 $ 66,682 $ 227,374 $ 192,803 Nordion 16,331 10,261 61,285 50,692 Nelson Labs 20,999 23,542 67,895 63,302 Total segment income $ 116,674 $ 100,485 $ 356,554 $ 306,797 (a) Revenues are reported net of intersegment sales. Our Nordion segment recognized $3.7 million and $3.0 million in revenues from sales to our Sterigenics segment for the three months ended September 30, 2021 and 2020, and $21.2 million and $22.9 million in revenues from sales to our Sterigenics segment for the nine months ended September 30, 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 these periods. (b) Segment income is only provided on a net basis to the chief operating decision maker and is reported net of intersegment profits. Corporate operating expenses for executive management, accounting, information technology, legal, human resources, treasury, corporate development, tax, purchasing, and marketing not directly incurred by a segment are allocated to the segments based on total revenue. Corporate operating expenses that are directly incurred by a segment are reflected in each segment’s income. Capital expenditures by segment for the nine months ended September 30, 2021 and 2020 were as follows: Nine Months Ended September 30, (thousands of U.S. dollars) 2021 2020 Sterigenics $ 48,552 $ 29,090 Nordion 7,531 1,809 Nelson Labs 4,815 2,741 Total capital expenditures $ 60,898 $ 33,640 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) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Segment income $ 116,674 $ 100,485 $ 356,554 $ 306,797 Less adjustments: Interest expense, net 18,140 55,330 58,585 167,142 Depreciation and amortization (a) 37,634 36,101 112,756 107,158 Share-based compensation (b) 3,547 901 10,489 4,019 (Gain) loss on foreign currency and embedded derivatives (c) 1,881 (6,035) 885 (4,791) Acquisition and divestiture related charges, net (d) (2,662) 681 (2,003) 2,970 Business optimization project expenses (e) 244 685 780 2,484 Plant closure expenses (f) 266 1,166 1,564 2,388 Loss on extinguishment of debt (g) 6,365 — 20,677 — Professional services relating to EO sterilization facilities (h) 9,449 11,730 33,492 25,370 Accretion of asset retirement obligation (i) 598 494 1,751 1,476 COVID-19 expenses (j) 109 16 596 2,363 Consolidated income (loss) before taxes $ 41,103 $ (584) $ 116,982 $ (3,782) (a) Includes depreciation of Co-60 held at gamma irradiation sites. (b) Represents non-cash share-based compensation expense. (c) Represents the effects of (i) fluctuations in foreign currency exchange rates, primarily related to remeasurement of intercompany loans denominated in currencies other than subsidiaries’ functional currencies, and (ii) non-cash mark-to-fair value of embedded derivatives relating to certain customer and supply contracts at Nordion. (d) Represents (i) certain direct and incremental costs related to the acquisitions of the noncontrolling interests in our China subsidiaries and BioScience Labs in 2021, Iotron in July 2020, and Nelson Labs Fairfield in 2018 (including the first quarter 2021 gain on the mandatorily redeemable noncontrolling interest 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, and (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. (e) 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, the Sotera Health rebranding, operating structure realignment and other process enhancement projects. (f) Represents professional fees, severance and other payroll costs, and other costs including ongoing lease and utility expenses associated with the closure of the Willowbrook, Illinois facility. (g) Represents expenses incurred in connection with the repricing of our Term Loan in January 2021 and full redemption of the First Lien Notes in August 2021 including a prepayment premium and accelerated amortization of prior debt issuance and discount costs. (h) Represents professional fees related to litigation associated with our EO sterilization facilities and other related professional fees. See Note 16, “Commitments and Contingencies” . (i) Represents non-cash accretion of asset retirement obligations related to Co-60 and gamma processing facilities, which are based on estimated site remediation costs for any future decommissioning of these facilities (without regard for whether the decommissioning services would be performed by employees of Nordion, instead of by a third party) and are accreted over the life of the asset. (j) Represents non-recurring costs associated with the COVID-19 pandemic, including incremental costs to implement workplace health and safety measures. For the nine months ended September 30, 2020, costs also included donations to related charitable causes, and special bonuses for front-line personnel working on-site during lockdown periods. |