# Mirion Technologies, Inc. (MIR) FY 2024 MD&A

Verbatim Item 7 Management's Discussion and Analysis from Mirion Technologies, Inc.'s 10-K for fiscal year 2024.

SEC filing source: https://www.sec.gov/Archives/edgar/data/1809987/000162828025008233/mir-20241231.htm
Accession: 0001628280-25-008233
Filing date: 2025-02-26
Report date: 2024-12-31
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

Company profile: /company/MIR/
All MD&A years: /company/MIR/mda/
Previous year: /company/MIR/mda/fy2023/ (FY 2023)
Next year: /company/MIR/mda/fy2025/ (FY 2025)

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of Mirion’s financial condition and results of operations together with the consolidated financial statements and related notes of Mirion Technologies, Inc. that are included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section entitled “Part I, Item 1A. Risk Factors” or in other parts of this Annual Report on Form 10-K. Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Unless the context otherwise requires, references in this section to “we,” “us,” “our,” “Mirion” and “the Company” refer to the business and operations of Mirion and its consolidated subsidiaries. Unless the context otherwise requires or unless otherwise specified, all dollar amounts in this section are in millions.

Overview

We are a global provider of products, services, and software that allow our customers to safely leverage the power of ionizing radiation for the greater good of humanity through critical applications in the medical, nuclear and defense markets, as well as laboratories, scientific research, analysis, and space exploration.

We provide dosimetry solutions for monitoring the total amount of radiation medical staff members are exposed to over time, radiation therapy quality assurance solutions for calibrating and verifying imaging and treatment accuracy, and radionuclide therapy products for nuclear medicine applications such as product handling, medical imaging furniture, and rehabilitation products. We provide robust, field-ready personal radiation detection and identification equipment for defense applications and radiation detection and analysis tools for power plants, labs, and research applications. Nuclear power plant product offerings are used for the full nuclear power plant lifecycle including core detectors, essential measurement devices and security systems for new build, maintenance, decontamination and decommission, and equipment for monitoring and control during fuel dismantling and remote environmental monitoring.

We manage and report results of operations in two business segments: Medical and Nuclear & Safety.

•Our revenues were $860.8 million for the year ended December 31, 2024, of which 34.8% and 65.2% were generated in the Medical segment and the Nuclear & Safety segment, respectively. Revenues were $800.9 million for the year ended December 31, 2023, of which 35.5% and 64.5% were generated in the Medical segment and the Nuclear & Safety segment, respectively. Revenues were $717.8 million for the year ended December 31, 2022, of which 37.9% and 62.1% were generated in the Medical segment and the Nuclear & Safety segment, respectively.

•Remaining performance obligations (representing committed but undelivered contracts and purchase orders) was $811.9 million and $857.1 million as of December 31, 2024, and December 31, 2023, respectively.

Key Factors Affecting Our Performance

We believe that our business and results of operations and financial condition may be impacted in the future by various trends, conditions and risks. The Board has overall oversight responsibility for our risk management. During 2024, the Company initiated a formal Enterprise Risk Management program ("ERM") where management and Internal Audit provide updates to the Board. These discussions include identification and scoring of key business risks and management's plans and progress to address identified focus areas.

The following key factors affecting our performance have included, and we anticipate they will continue to affect our future results:

•Nuclear end market trends—Growth and operating results in our Nuclear & Safety segment are impacted by:

•Our products are installed at the vast majority of addressable active nuclear power reactors globally, creating full lifecycle sales opportunities. This installed base drives recurring revenue through replacement and service cycles associated with our offerings and the typical 40 to 80 year operating life cycle of an NPP;

•The emerging megatrends surrounding the power demands of data centers, cloud computing, and artificial intelligence that can be served by Nuclear;

•Increased government and industry acceptance of Nuclear as a) a clean energy source, and b) a viable option for domestic energy production in efforts to rely less on international imports; and

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•Decisions by governments to build new power plants or decommission existing plants can positively and negatively impact our customer base.

•Medical end market trends—Growth and operating results in our Medical segment are impacted by:

•Medical radiation therapy quality assurance (“RT QA”) growth driven by growing and aging population demographics, low penetration of RT QA technology in emerging markets, and increased adoption of advanced software and hardware solutions for improved outcomes and administrative and labor efficiencies;

•Changes to global regulatory standards, including new or expanded standards;

•Increased focus on healthcare safety;

•Medical/lab dosimetry growth supported by growing and aging demographics, increased number of healthcare professionals, and penetration of radiation therapy/diagnostics;

•Changes to healthcare reimbursement; and

•Potential budget constraints in hospitals and other healthcare providers.

•Nuclear new build projects—A portion of our remaining performance obligations is driven by contracts associated with the construction of new nuclear power plants. These contracts can be long-term in nature and provide us with a strong pipeline for the recognition of future revenues in our Nuclear & Safety segment. We perform our services and provide our products at a fixed price for certain contracts. Fixed-price contracts carry inherent risks, including risks of losses from underestimating costs, operational difficulties and other changes that may occur over the contract period. If our cost estimates for a contract are inaccurate or if we do not execute the contract within our cost estimates, we may incur losses or the contract may not be as profitable as we expected. In addition, even though some of our longer-term contracts contain price escalation provisions, such provisions may not fully provide for cost increases, whether from inflation, the cost of goods and services to be delivered under such contracts or otherwise.

•International Conflicts such as the Russia-Ukraine conflict and conflict in the Middle East—International conflicts such as the Russia-Ukraine conflict which has impacted and may continue to impact us, and conflict in the Middle East which may impact us in the future including through increased inflation, limited availability of certain commodities, supply chain disruption, disruptions to our global technology infrastructure, including cyberattacks, increased terrorist activities, volatility or disruption in the capital markets, and delays or cancellations of customer projects.

•Inflation and Interest Rates—We continue to actively monitor, evaluate and respond to developments relating to operational challenges in the current inflationary environment. Global supply chain disruptions and the higher inflationary environment remain unpredictable and our past results may not be indicative of future performance. In addition, the increase in interest rates has in turn led to increases in the interest rates applicable to our indebtedness and increased our debt service costs.

•Tariffs or Sanctions—The United States imposed additional tariffs on imports from China and proposed new tariffs on other countries, which has resulted or may result in retaliatory tariffs and restrictions implemented by China and other countries. There are, at any given time, a multitude of ongoing or threatened armed conflicts around the world. As one example, sanctions by the United States, the European Union, and other countries against Russian entities or individuals related to the Russia-Ukraine conflict, along with any Russian retaliatory measures could increase our costs, adversely affect our operations, or impact our ability to meet existing contractual obligations.

•Strategic transactions—A large driver of our historical growth has been the acquisition and integration of related businesses. Our ability to integrate, restructure, and leverage synergies of these businesses will impact our operating results over time. From time to time we also divest businesses which could also impact our operating results.

•Environmental objectives of governments—Growth and operating results in our Nuclear & Safety segment are impacted by environmental policy decisions made by governments in the countries where we operate. Our nuclear power customers may benefit from decarbonization efforts given the relatively low carbon footprint of nuclear power to other existing energy sources.

•Government budgets—While we believe that we are poised for growth from governmental customers in both of our segments, our revenues and cash flows from government customers are influenced, particularly in the short-term, by budgetary cycles. This impact can be either positive or negative.

•Research and development—A portion of our operating expenses is associated with research and development activities associated with the design of new products. Given the specific design and application of these products, there is some risk that these costs will not result in successful products in the market. Further, the timing of these products can move and be challenging to predict.

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•Financial risks—Our business and financial statements can be adversely affected by foreign currency exchange rates, changes in interest rates, recognition of impairment charges for our goodwill or other intangible assets and fluctuations in the cost and availability of commodities.

•Global risk, including tariffs—Our business depends in part on operations and sales outside the United States. Risks related to those international operations and sales include new foreign investment laws, new export/import regulations, and additional trade restrictions (such as tariffs, sanctions, and embargoes). New laws that favor local competitors could prevent our ability to compete outside the United States. Additional potential issues are associated with the impact of these same risks on our suppliers and customers. If our customers or suppliers are impacted by these risk factors, we may see the reduction or cancellation of customer orders, or interruptions in raw materials and components.

•Tax risks—Our business and financial statements can be adversely affected by changes in tax rates or exposure to tax liabilities/assessments:

•Our effective tax rate could be impacted by changes in tax laws;

•Audits or assessments by tax authorities could result in additional tax payments for prior periods;

•Foreign remittance taxes have not been provided on undistributed earnings of certain of our non-US subsidiaries to the extent such earnings are considered to be indefinitely reinvested in operations. Changes in our intentions regarding reinvestment of such earnings could impact our income tax provision, cash taxes paid and effective tax rate; and

•The OECD (Organisation for Economic Co-operation and Development) has proposed a global minimum tax of 15% of reported profits (Pillar Two) for multinational enterprises with annual global revenues exceeding €750 million. Pillar Two has been agreed upon in principle by over 140 countries. Many countries have taken steps to enact Pillar Two legislation which we anticipate will be effective for the Company for the year ended December 31, 2025. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar Two slightly differently than the model rules and on different timelines. While we are still evaluating the potential consequences in each country, we expect the impact to be immaterial.

Non-GAAP Financial Measures

We report our financial results in accordance with generally accepted accounting principles in the United States. (“GAAP”). However, management believes certain non-GAAP financial measures provide investors and other users with additional meaningful information that should be considered when assessing our ongoing performance. Management also uses these non-GAAP financial measures in making financial, operating, and planning decisions, and in evaluating our performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our GAAP results. The non-GAAP financial measures we present may differ from similarly captioned measures presented by other companies. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

We use the non-GAAP financial measures “EBITDA,” “EBITA,” and “Adjusted EBITDA." "Adjusted EBITDA" is used in the calculation of the First Lien Net Leverage Ratio in the 2021 Credit Agreement described in Note 8 Borrowings. See the “Quarterly Results of Operations” sections below for definitions of our non-GAAP financial measures and reconciliation to their most directly comparable GAAP measures. Tax impacts for the non-GAAP financial measures are calculated based on the appropriate tax rate for each individual item presented.

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The following tables present a reconciliation of certain non-GAAP financial measures for the years ended December 31, 2024, December 31, 2023, and December 31, 2022.

[[GREPCENT_TABLE]]
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[[/GREPCENT_TABLE]]

(1)Other impairments for the year ended December 31, 2022 consist of $7.0 million of impairment charges primarily related to a business held for sale and an equity investment.

(2)Non-operating expenses relate to costs that are nonrecurring in nature in our operations and are further described below.

(3)Pre-tax non-operating expenses of $12.7 million for the year ended December 31, 2024, include $5.5 million of restructuring related costs primarily from the closure of our Middleton, WI facility, $4.1 million in costs for one time set-up and integration for operational initiatives of which $3.6 million related to one-time set-up fees of our global procurement office, $2.4 million of information technology system set-up costs for our Radiation Therapy and Nuclear Medicine divisions which was substantially completed as of December 31, 2024, and $1.9 million related to mergers and acquisition expenses of which $1.4 million was for a one-time employee retention. Offsetting these items was a $1.2 million gain on the disposal of Rehab business.

(4)Pre-tax non-operating expenses of $17.1 million for the year ended December 31, 2023, include a $5.9 million loss on disposal of Rehab business, net of gain on lease termination, $4.2 million related to mergers and acquisition expenses, $1.8 million of information technology system set-up costs to support public company requirements, $1.7 million in costs for one time set-up and integration for operational initiatives, $1.6 million of restructuring costs, $1.0 million secondary offering fees incurred pursuant to our registration rights agreement in connection with offerings by one of our former investors, and.$0.8 million related to incremental one-time costs associated with becoming a public company.

(5)Pre-tax non-operating expenses of $30.7 million for the year ended December 31, 2022, include $9.9 million in costs for one time set-up and integration for operational initiatives, $8.0 million related to incremental one-time costs associated with becoming a public company, $6.0 million of restructuring costs, $3.8 million related to mergers and acquisition expenses, and $3.0 million of information technology system set-up costs to support public company requirements.

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The following tables present a reconciliation of non-GAAP Adjusted EBITDA by segment for the years ended December 31, 2024, December 31, 2023, and December 31, 2022.

[[GREPCENT_TABLE]]
[["","Year Ended December 31, 2024"],["(In millions)","Medical","","Nuclear & Safety","","Corporate & Other","","Consolidated"],["Income from operations","$","22.3","","","$","78.9","","","$","(76.4)","","","$","24.8"],["Amortization","52.6","","","65.9","","","\u2014","","","118.5"],["Depreciation","20.4","","","10.9","","","0.6","","","31.9"],["Stock-based compensation","1.1","","","1.8","","","12.7","","","15.6"],["Non-operating expenses","8.0","","","2.1","","","2.2","","","12.3"],["Other income / expense","0.2","","","0.2","","","0.1","","","0.5"],["Adjusted EBITDA","$","104.6","","","$","159.8","","","$","(60.8)","","","$","203.6"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","Year Ended December 31, 2023"],["(In millions)","Medical","","Nuclear & Safety","","Corporate & Other","","Consolidated"],["Income from operations","$","13.0","","","$","46.0","","","$","(80.9)","","","$","(21.9)"],["Amortization","54.7","","","76.6","","","\u2014","","","131.3"],["Depreciation","20.5","","","10.3","","","0.7","","","31.5"],["Stock-based compensation","0.7","","","1.3","","","19.9","","","21.9"],["Non-operating expenses","8.6","","","1.1","","","8.5","","","18.2"],["Other income / expense","\u2014","","","0.1","","","(0.4)","","","(0.3)"],["Adjusted EBITDA","$","97.5","","","$","135.4","","","$","(52.2)","","","$","180.7"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","Year Ended December 31, 2022"],["(In millions)","Medical","","Nuclear & Safety","","Corporate & Other","","Consolidated"],["Income from operations","$","(98.9)","","","$","(103.1)","","","$","(95.8)","","","$","(297.8)"],["Amortization","64.3","","","81.5","","","\u2014","","","145.8"],["Depreciation","18.1","","","9.6","","","1.0","","","28.7"],["Cost of revenues impact from inventory valuation purchase accounting","0.9","","","5.4","","","\u2014","","","6.3"],["Stock-based compensation","0.6","","","1.0","","","30.2","","","31.8"],["Goodwill impairment","87.3","","","124.5","","","\u2014","","","211.8"],["Other impairments","\u2014","","","2.5","","","4.5","","","7.0"],["Non-operating expenses","14.6","","","2.6","","","13.8","","","31.0"],["Other income / expense","\u2014","","","\u2014","","","0.1","","","0.1"],["Adjusted EBITDA","$","86.9","","","$","124.0","","","$","(46.2)","","","$","164.7"]]
[[/GREPCENT_TABLE]]

Our Business Segments

We manage and report our business in two business segments: Medical and Nuclear & Safety.

Medical includes products and services for radiation therapy, nuclear medicine and personal dosimetry. This segment’s principal product offering is in Radiation Therapy Quality Assurance, which includes solutions for calibrating and/or verifying imaging, treatment machine, patient treatment plan, and patient treatment accuracy. The advancing field of Nuclear Medicine is also served by this market including products for radiation measurement, product handling, and medical imaging, inclusive of software across the radiopharmaceutical lifecycle. Dosimetry solutions monitoring the total amount of radiation medical staff members are exposed to over time.

Nuclear & Safety includes products and services focused on addressing critical radiation safety, measurement and analysis applications across nuclear energy, laboratories and research and other industrial markets such as defense. For Nuclear Power Plants ("NPPs"), we sell products and services for use at any stage of their life (construction, operation, decommissioning and dismantling), with NPPs representing the majority of our sales into the nuclear end market.

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Recent Developments

Russia and Ukraine

The United States, the European Union, the United Kingdom and other governments have implemented major trade and financial sanctions against Russia and related parties in response to Russia's invasion of Ukraine. We do business with Russian customers both within and outside of Russia and with customers who have contracts with Russian counterparties. The conflict’s impact on the Company is predominantly in our Nuclear & Safety segment. As of December 31, 2024, the Company has approximately $7.1 million in net contract assets and accounts receivable for Russian customers and channel partners. The Company maintains $12.9 million in advance payment guarantees and $13.0 million in performance guarantees in support of these projects. The remaining performance obligations in our backlog for Russian-related projects was approximately $115.5 million at December 31, 2024.

In April 2023, one of our Russian customers made a claim against the Company, including liquidated damages for certain delays under the terms of an active project, in the amount of $19.3 million, and sent an updated claim statement in October 2023 totaling $21 million ($18 million of which accrue daily penalties), subject to a $14 million contractual cap (all amounts converted from Euros to U.S. Dollars). In November 2024, the Company reached an agreement to modify the underlying contract and the claim was rescinded by the customer. The modification was accounted for under ASC 606 Revenue Recognition which resulted in an immaterial impact to the Consolidated Statement of Operations for the fiscal year ended December 31, 2024.

In June 2023, the same Russian customer made a demand against the Company for the return of all payments received by the Company (totaling $10.2 million) related to a Finland nuclear power plant project cancelled in May 2022. In September 2024, the Company entered into a settlement agreement with the customer agreeing to refund €4.4 million to the customer. The amount is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheet as of December 31, 2024, and the settlement resulted in an immaterial impact to the Consolidated Statement of Operations for the twelve months ended December 31, 2024.

The Company will continue to monitor the social, political, regulatory and economic environment in Ukraine and Russia, and will consider actions as appropriate.

Interest Rates

Global interest rates remained elevated during 2024 after the series of U.S. federal funds interest rate increases that have occurred since late 2022, with slight decreases since late 2023. The Company's 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility (maturing in October 2028) and a $90.0 million senior secured revolving facility (expiring and maturing in October 2026) (collectively, the “Credit Facilities”).

In response to the current interest rate environment, the Company refinanced the Credit Facilities on May 22, 2024 and reduced the term loan facility applicable margin rate to the greater of the Secured Overnight Financing Rate ("SOFR") or 0.50% plus 2.25% (previously 2.75% prior to the refinancing) and reduced the credit spread based upon rate term to 0%. There were no other changes to the terms of the Credit Facilities as a result of the refinancing. The change was accounted for prospectively as a debt modification in accordance with ASC 470-50, Debt—Modifications and Extinguishments.

The interest rate for the term loan was 6.85% and 8.40% as of December 31, 2024 and December 31, 2023, respectively.

Biodex Rehab Sale

On April 3, 2023, the Company closed the sale of the Biodex Rehabilitation ("Rehab") business to Salona Global Medical Device Corporation ("Salona"). As a result, Rehab operating results are included in Mirion's operating results for the three months ended March 31, 2023.

Subsequent to the closing and during the fiscal year ended December 31, 2023, significant events occurred that negatively impacted the Company's ability to collect the remaining $7.0 million of cash payments owed for the sale, including disclosure by Salona that substantial doubt existed as to its ability to continue as a going concern. The Company elected to apply ASC 450 Contingencies to determine the loss on the business disposal since remaining payments were contingent on Salona's financial situation. As a result a loss on sale of business of $6.5 million was recorded in the Consolidated Statement of Operations during the year ended December 31, 2023.

During the fiscal year ended December 31, 2024, Salona paid $1.2 million of the amount owed for the sale, and accordingly the Company recorded the payment as a reversal of the contingent loss in the Consolidated Statements of

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Operations. Doubt still exists regarding Salona's ability to pay the remaining amounts owed, and the Company will continue to monitor the situation.

ec2 Software Solutions LLC and NUMA LLC Acquisition

On November 1, 2023, the Company acquired ec2 Software Solutions LLC and NUMA LLC (collectively “ec2”) for $33 million of cash consideration. Headquartered in Somerset, NJ, ec2 is a medical software company that designs, implements, and supports comprehensive software solutions servicing the nuclear medicine industry. The ec2 team and portfolio of solutions were integrated as part of the Company's Medical segment. As a result, ec2 operating results are included in Mirion's operating results for the full twelve months ended December 31, 2024, but are only included for the final two months in fiscal year 2023.

Public and Private Warrants Redemptions

On April 18, 2024, the Company announced that it would redeem all Public Warrants that remained outstanding at 5:00 pm New York City time on Monday, May 20, 2024 (the "Redemption Date"). Holders had the option to exercise their warrants and receive the Company's Class A common stock (i) in exchange for a payment in cash of the $11.50 per warrant exercise price, or (ii) on a “cashless” basis in which the exercising holder received a number of shares of the Company's Class A common stock determined under the warrant agreement based on the redemption date and the redemption fair market value. The “fair market value” was based on the average last price per share of the Company's Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the Notice of Redemption was sent. Substantially all holders elected a cashless exercise in their redemption elections. In addition, on June 4, 2024, the Company entered into a warrant exchange agreement with GS Sponsor II LLC to issue an aggregate of 1,768,000 shares of the Company’s Class A common stock upon the exchange of 8,500,000 Private Placement Warrants.

As a result of the change in the fair value of the warrant liabilities through the Redemption Date, the Company recorded a $5.3 million loss resulting from the change in fair value of warrant liabilities through the date of exercise, exchange, or redemption within the Consolidated Statement of Operations. Additionally, the exercises of the Public Warrants and the exchange of the Private Placement Warrants resulted in $42.3 million and $18.3 million increases, respectively, to additional paid-in capital during the fiscal year ended December 31, 2024.

Profits Interests

On June 17, 2021, the former sponsor of GS Acquisition Holdings Corp II, with which the Company consummated its business combination on October 21, 2021, issued 4,200,000 Profits Interests to Lawrence Kingsley, the current Chairman of the Board of Directors of the Company, 3,200,000 Profits Interests to Thomas Logan, the Chief Executive Officer of Mirion, and 700,000 Profits Interests to Brian Schopfer, the Chief Financial Officer of Mirion. The membership interests were effectively paired one-for-one with restricted shares of our Class A common stock held by the sponsor.

We recognized the grant of the restricted membership interests as stock-based compensation expenses on a straight-line basis over the related service period of which the majority of the interests vested over a two-year period ended October 2023. During the fourth quarter of the fiscal year ended December 31, 2024, the membership interests became fully vested and were settled in full for shares of our Class A common stock. Stock-based compensation expense for such membership interests for the fiscal year ended December 31, 2024 was $2.9 million as compared to $13.3 million for the fiscal year ended December 31, 2023.

Facility Closure

In the fiscal year ended December 31, 2024, management announced that it would close its Middleton, Wisconsin office and move operations to our Virginia facility within the Medical segment in an effort to simplify product lines and cease the production of the lasers product line. As a result of the announcement, the Company recorded $1.1 million in severance costs and $3.4 million of losses for the impairment of the facility's right-of-use asset and related leasehold improvements and write-off of inventories (included as part of our restructuring charges, see Note 20, Restructuring and Related Impairments, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K).

Trade Policy

To the extent governments in various regions implement or intensify barriers to trade, such as erecting tariffs or other barriers, there could be a significant future negative impact on the Company. We are continuing to assess the full implications of the U.S. government's February 1, 2025 tariffs on imports from China, and the potential for other new tariffs, including with respect to Canada, Mexico and Europe. The impacts of any such tariffs on us depend on a number of

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factors including the scope and timing, how our suppliers react, possible substitution effects and other possible secondary effects (e.g. foreign exchange rates; price inflation), and accordingly cannot be estimated at this time.

Basis of Presentation

Financial information presented was derived from our historical consolidated financial statements and accounting records, and they reflect the historical financial position, results of operations and cash flows of the business in conformity with U.S. GAAP for financial statements and pursuant to the accounting and disclosure rules and regulations of the SEC. The consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned or controlled subsidiaries. For consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to noncontrolling interests is reported as “Income (Loss) attributable to noncontrolling interests” in the consolidated statements of operations. All intercompany accounts and transactions have been eliminated in consolidation.

Results of Operations

Year ended December 31, 2024 compared to year ended December 31, 2023

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[[/GREPCENT_TABLE]]

Overview

Revenues for the year ended December 31, 2024 were $860.8 million resulting in an increase of $59.9 million, or 7.5%, from the prior year. Our Medical segment contributed $299.7 million and $284.5 million of revenues for the year ended December 31, 2024 and 2023, respectively. Our Nuclear & Safety segment contributed $561.1 million and $516.4 million of revenues for the year ended December 31, 2024 and 2023, respectively. Gross profit was $399.7 million and $356.4 million for the year ended December 31, 2024 and 2023, respectively, resulting in a $43.3 million increase from the prior year.

Net loss was $36.6 million and $98.7 million for the year ended December 31, 2024 and 2023, respectively. Our Medical segment contributed $22.3 million income from operations and $13.0 million income from operations for the year ended December 31, 2024 and 2023, respectively. Our Nuclear & Safety segment was responsible for $78.9 million income from operations and $46.0 million income from operations for the year ended December 31, 2024 and 2023, respectively. The overall decrease in net loss is primarily driven by increased revenues in both Medical and Nuclear & Safety segments, decreased amortization expense in the current year, lower selling, general and administrative costs associated with reduced

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stock-based compensation expense, lower net interest expense of $5.8 million, and a $19.5 million change in the loss from fair value of warrant liabilities. Partially offsetting these items were higher provision for/lower benefit from income taxes in the current year, increased restructuring costs due to the closure of our Middleton facility, and higher costs associated with information technology systems implementations and our global procurement office establishment.

Revenues

Revenues were $860.8 million for the year ended December 31, 2024 and $800.9 million for the year ended December 31, 2023, which represents a $59.9 million increase period over period. Revenues increased $15.6 million due to price increases, $41.0 million from volume growth, and $11.4 million due to the acquisition of the ec2 business. Partially offsetting the increases were reduced revenues from China and Russia in our Medical segment by $4.7 million, and reduced revenues from the disposal of Rehab by $3.6 million.

Medical segment revenues increased $15.2 million for the year ended December 31, 2024 compared with the year ended December 31, 2023 primarily due to price increases, organic volume growth, and the current year impact of the ec2 acquisition. Partially offsetting the increase in Medical segment revenues period over period were reduced revenues from China and Russia orders compared to the prior year and reduced revenues from the disposal of the Rehab business in the prior year (see Note 2, Business Combinations, Acquisitions, and Business Disposals, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K).

Nuclear & Safety segment revenues increased $44.7 million for the year ended December 31, 2024 compared with the year ended December 31, 2023 primarily due to price increases and organic volume growth, partially offset by projects execution timing.

Cost of revenues

Cost of revenues was $461.1 million for the year ended December 31, 2024 and $444.5 million for the year ended December 31, 2023, which represents a $16.6 million increase period over period.

Cost of revenues related to the Medical segment increased $6.6 million period over period due to an increase in cost of revenues due to higher operations from organic growth over the same period, increased depreciation, increased costs from the ec2 acquisition, and inflation, partially offset by a reduction of cost of revenues from the disposal of Rehab (see Note 2, Business Combinations, Acquisitions, and Business Disposals, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K) and various cost productivity initiatives.

Cost of revenues related to the Nuclear & Safety segment increased $10.0 million period over period. The increase was primarily driven by increased revenues over the same period and inflation, partially offset by a positive product mix from higher margin projects and products in the current year, projects execution timing, and other cost saving initiatives.

Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses were $341.1 million for the year ended December 31, 2024 and $340.1 million for the year ended December 31, 2023, resulting in an increase of $1.0 million.

Our Medical segment incurred lower SG&A expenses of $0.5 million for the year ended December 31, 2024 compared to the previous period. The decrease was primarily due to decreased depreciation and amortization, bonus expenses in the current year, and lower SG&A expenses from the disposal of Rehab. Offsetting these increases were inflation, bad debt expense, higher SG&A associated with restructuring, and the impact from the ec2 acquisition.

Our Nuclear & Safety segment incurred higher SG&A expenses of $0.8 million for the year ended December 31, 2024 compared to the previous period. The increase was primarily driven by increased compensation and facility costs due to inflation and higher headcount in the current year, partially offset by decreased amortization expense resulting from fully amortized intangible assets.

Corporate SG&A expenses were $70.8 million for the year ended December 31, 2024 and $70.1 million for the year ended December 31, 2023. The lower SG&A expenses of $0.7 million were driven by a decrease in stock-based compensation expense under the 2021 Omnibus Incentive Plan and Profit Interests (see Note 15, Stock-Based Compensation, to the Consolidated Financial Statements included elsewhere this Annual Report on Form 10-K) and lower costs for mergers and acquisitions, partially offset by increased compensation costs, higher costs associated with information technology systems implementations and additional professional services associated with our global procurement office establishment.

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Research and development

Research and development (“R&D”) expenses were $35.0 million for the year ended December 31, 2024 and $31.7 million for the year ended December 31, 2023, resulting in a increase of $3.3 million. The increase in R&D expense was primarily due to increased compensation costs (inflation and headcount) for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

(Gain) loss on disposal of business

(Gain) loss on disposal of business were $(1.2) million and $6.5 million for the year ended December 31, 2024 and 2023, respectively, related to the sale of the Rehab business. See discussion in "Recent Developments—Biodex Rehab Sale" for further details.

Income (loss) from operations

Income (loss) from operations were $24.8 million and $(21.9) million and 2023, respectively, representing an increase of $46.7 million. On a segment basis, income from operations in the Medical segment were $22.3 million and $13.0 million for the year ended December 31, 2024 and 2023, respectively, representing an increase of $9.3 million. Income from operations in the Nuclear & Safety segment were $78.9 million and $46.0 million for the year ended December 31, 2024 and 2023, respectively, representing an increase of $32.9 million. Corporate expenses were $76.4 million and $80.9 million for the year ended December 31, 2024 and 2023, respectively, representing a decrease in loss from operations of $4.5 million. See “Business segments” and “Corporate and other” below for further details.

Interest expense, net

Interest expense, net, was $51.3 million for the year ended December 31, 2024 and $57.1 million for the year ended December 31, 2023. The decrease in interest expense was due to the $127.3 million early debt repayment using proceeds from the $150.0 million T. Rowe Price direct investment in 2023, lower interest rates negotiated with the debt refinancing during the year ended December 31, 2024, lower SOFR rates compared to prior year, interest from derivatives, and additional interest earned on cash deposits in the current year. For more information, see Note 8, Borrowings, and Note 18, Derivatives and Hedging, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Foreign currency loss (gain), net

We recorded a loss of $2.2 million for the year ended December 31, 2024 and a gain of $0.3 million for the year ended December 31, 2023 from foreign currency exchange. The change in net foreign currency loss is due primarily to fluctuations in European local currencies in relation to the U.S. dollar.

Change in fair value of warrant liabilities

We recognized an unrealized loss of $5.3 million and $24.8 million for the year ended December 31, 2024 and 2023, respectively, representing a $19.5 million reduction in loss period over period. This change is due to the settlement of the Public Warrant and Private Placement Warrant liabilities in conjunction with the warrants redemptions/exchange during the year ended December 31, 2024 compared to the year ended December 31, 2023. See Note 1, Nature of Business and Summary of Significant Accounting Policies, and Note 17, Fair Value Measurements, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Income taxes

The effective income tax rate was (7.9)% and 6.3% for the year ended December 31, 2024 and December 31, 2023, respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings and valuation allowances.

The effective income tax rate differs from the U.S. statutory rate of 21% due primarily to U.S. federal permanent differences and the impact of valuation allowances.

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Business segments

The following provides detail for business segment results for the nine months ended December 31, 2024 and 2023. Segment (loss) income from operations includes revenues of the segment less expenses that are directly related to those revenues but excludes certain charges to cost of revenues and SG&A expenses predominantly related to corporate costs, which are included in Corporate and Other in the table below. Interest expense, loss on debt extinguishment, foreign currency loss (gain), net, and other income, net, are not allocated to segments.

For reconciliations of segment revenues and operating income to our consolidated results, see Note 16, Segment Information, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Medical

[[GREPCENT_TABLE]]
[["(Dollars in millions)","December 31, 2024","","December 31, 2023","","$ Change","","%Change"],["Revenues","$","299.7","","","$","284.5","","","$","15.2","","","5.3","%"],["Income (loss) from operations","$","22.3","","","$","13.0","","","$","9.3","","","71.5","%"],["Income (loss) from operations as a % of revenues","7.4","%","","4.6","%"]]
[[/GREPCENT_TABLE]]

Medical segment revenues were $299.7 million for the year ended December 31, 2024 and $284.5 million for the year ended December 31, 2023, which is an increase of $15.2 million. Revenues increased $12.1 million due to price increases and volume growth excluding China and Russia, and $11.4 million due to the acquisition of the ec2 business. Partially offsetting the increase in the Medical segment revenues period over period were reduced revenues from the disposal of Rehab by $3.6 million and reduced revenues from China , due to increased regulation requirements, and Russia due to geopolitical impacts, compared to the prior year by $4.7 million.

Income from operations was $22.3 million for the year ended December 31, 2024 and loss from operations was $13.0 million for the year ended December 31, 2023, respectively, representing an increase in income from operations of $9.3 million. The increase in income from operations period over period was largely due to the increased revenues noted previously, lower bonus expenses of $3.3 million, and a net impact from the ec2 business of $1.9 million. Partially offsetting the increase in income were higher restructuring and related impairment costs of $4.2 million, and $0.9 million of additional bad debt expense in the current year.

Nuclear & Safety

[[GREPCENT_TABLE]]
[["(Dollars in millions)","December 31, 2024","","December 31, 2023","","$ Change","","%Change"],["Revenues","$","561.1","","","$","516.4","","","$","44.7","","","8.7","%"],["Income (loss) from operations","$","78.9","","","$","46.0","","","$","32.9","","","71.7","%"],["Income (loss) from operations as a % of revenues","14.1","%","","8.9","%"]]
[[/GREPCENT_TABLE]]

Nuclear & Safety segment revenues were $561.1 million for year ended December 31, 2024 and $516.4 million for the year ended December 31, 2023, representing an increase of $44.7 million. The increase is primarily driven from price increases and volume growth.

Income from operations was $78.9 million for the year ended December 31, 2024 and loss from operations was $46.0 million for the year ended December 31, 2023. Income from operations increased $32.9 million period over period driven primarily by the changes in revenues described above, improved gross margins due to a positive product mix compared to prior year, and $10.7 million in lower amortization expenses due to fully amortized intangible assets. Partially offsetting the increases in income from operations were increased compensation costs of $6.1 million and increased facility costs of $2.4 million (primarily utilities and repairs and maintenance costs).

Corporate and other

Corporate and other costs include costs associated with our corporate headquarters located in Georgia, as well as centralized global functions including Executive, Finance, Legal and Compliance, Human Resources, Technology, Strategy, and Marketing and other costs related to company-wide initiatives.

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Corporate and other costs were $76.4 million for the year ended December 31, 2024 and $80.9 million for the year ended December 31, 2023, which represents a decrease of $4.5 million. The decrease versus the comparable period was predominantly driven by a decrease in stock-based compensation expense of $7.3 million (see Note 14, Stock-Based Compensation, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K), and a $3.8 million reduction in mergers and acquisitions costs, offset by an increase of $3.1 million in compensation expenses, $1.5 million in informational technology systems implementation costs, and $3.0 million in professional services related to the establishment of our global procurement office. For reconciliations of segment operating income and corporate and other costs to our consolidated results, see Note 16, Segment Information, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

For the Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

[[GREPCENT_TABLE]]
[["(Dollars in millions)","Year Ended December 31, 2023","","Year Ended December 31, 2022","","$Change","","%Change"],["Revenues","$","800.9","","","$","717.8","","","$","83.1","","","11.6","%"],["Cost of revenues","444.5","","","407.7","","","36.8","","","9.0","%"],["Gross profit","356.4","","","310.1","","","46.3","","","14.9","%"],["Selling, general and administrative expenses","340.1","","","362.3","","","(22.2)","","","(6.1)","%"],["Research and development","31.7","","","30.3","","","1.4","","","4.6","%"],["Goodwill impairment","\u2014","","","211.8","","","(211.8)","","","(100.0)","%"],["Impairment loss on business held for sale","\u2014","","","3.5","","","(3.5)","","","(100.0)","%"],["Loss on disposal of business","6.5","","","\u2014","","","6.5","","","100.0","%"],["Income from operations","(21.9)","","","(297.8)","","","275.9","","","(92.6)","%"],["Interest expense, net","57.1","","","41.9","","","15.2","","","36.3","%"],["Loss on debt extinguishment","2.6","","","\u2014","","","2.6","","","100.0","%"],["Foreign currency (gain)/loss, net","(0.3)","","","4.9","","","(5.2)","","","(106.1)","%"],["Increase (decrease) in fair value of warrant liabilities","24.8","","","(37.6)","","","62.4","","","(166.0)","%"],["Other (income) expense, net","(0.8)","","","(0.4)","","","(0.4)","","","100.0","%"],["Loss before benefit from income taxes","(105.3)","","","(306.6)","","","201.3","","","(65.7)","%"],["Benefit from income taxes","(6.6)","","","(18.2)","","","11.6","","","(63.7)","%"],["Net loss","(98.7)","","","(288.4)","","","189.7","","","(65.8)","%"],["Income (loss) attributable to noncontrolling interests","(1.8)","","","(11.5)","","","9.7","","","(84.3)","%"],["Net loss attributable to stockholders","$","(96.9)","","","$","(276.9)","","","$","180.0","","","(65.0)","%"]]
[[/GREPCENT_TABLE]]

Overview

Revenues for the year ended December 31, 2023 were $800.9 million resulting in an increase of $83.1 million, or 11.6%, from the prior year. Our Medical segment contributed $284.5 million and $271.7 million of revenues for the year ended December 31, 2023 and 2022, respectively. Our Nuclear & Safety segment contributed $516.4 million and $446.1 million of revenues for the year ended December 31, 2023 and 2022, respectively. Gross profit was $356.4 million and $310.1 million for the year ended December 31, 2023 and 2022, respectively, resulting in a $46.3 million increase from the prior year.

Net loss was $98.7 million and $288.4 million for the year ended December 31, 2023 and 2022, respectively. Our Medical segment contributed $13.0 million income from operations and $98.9 million loss from operations for the year ended December 31, 2023 and 2022, respectively. Our Nuclear & Safety segment was responsible for $46.0 million income from operations and $103.1 million loss from operations for the year ended December 31, 2023 and 2022, respectively. The overall decrease in net loss is primarily driven by increased revenues in both Medical and Nuclear & Safety segments, decreased amortization expense in the current year due to fully amortized intangibles and certain intangibles amortizing using the double declining balance method, lower selling, general and administrative costs associated with reduced stock-based compensation expense, lower professional services fees associated with becoming a public company in the prior year and lower costs to achieve operational efficiencies, and $87.3 million and $124.5 million goodwill impairment charges in the Medical and Nuclear & Safety segment, respectively, during the year ended December 31, 2022.

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Partially offsetting these items were an increase in interest expense in the current year, a $62.4 million change in the loss from fair value of warrant liabilities, and a $2.6 million loss on debt extinguishment in the year ended December 31, 2023.

Revenues

Revenues were $800.9 million for the year ended December 31, 2023 and $717.8 million for the year ended December 31, 2022. Revenues increased $83.1 million from the year ended December 31, 2022.

Medical segment revenues increased for the year ended December 31, 2023 compared with the year ended December 31, 2022 primarily due to price increases, organic volume growth across all end markets, and increased revenues from the acquisition in the year ended December 31, 2023. Partially offsetting the increase in Medical segment revenues period over period was a negative impact from supply chain issues and reduced revenues from the disposal of the Biodex Rehabilitation ("Rehab") business (see Note 3, Disposal of a Business, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K).

Nuclear & Safety segment revenues increased period over period primarily due to price increases, organic volume growth driven by Nuclear and Labs & Research, the positive impact from foreign currency exchange rate fluctuations, and the impact of the SIS acquisition. See “Business segments” below for more information on our business segments.

Cost of revenues

Cost of revenues was $444.5 million for the year ended December 31, 2023 and $407.7 million for the year ended December 31, 2022, which represents a $36.8 million increase period over period.

Cost of revenues related to the Medical segment decreased $3.3 million period over period due to a reduction of cost of revenues from the disposal of Rehab (see Note 3, Disposal of a Business, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K) and an improvement in product margin mix. Additionally, cost of revenues for the year ended December 31, 2022 includes costs from purchase accounting related to the fair value of inventory from the Business Combination that were not applicable during the year ended December 31, 2023. This reduction was partially offset by increased cost of revenues due to an increased revenues over the same period and the impact of inflation.

Cost of revenues related to the Nuclear & Safety segment increased $40.1 million period over period. The increase was primarily driven by an increase in operations and revenues over the same period, increased costs related to the SIS business acquired in August 2022, an unfavorable foreign currency impact, increased costs from supply chain issues, and inflation. Partially offsetting the increase in cost of revenues was an improved product margin mix and delays due to the Russia-Ukraine conflict. In addition, cost of revenues for the year ended December 31, 2022 includes costs from purchase accounting related to the fair value of inventory from the Business Combination that were not applicable during the year ended December 31, 2023.

Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses were $340.1 million for the year ended December 31, 2023 and $362.3 million for the year ended December 31, 2022, resulting in a decrease of $22.2 million.

Our Medical segment incurred lower SG&A expenses of $7.6 million for the year ended December 31, 2023 compared to the previous period. The decreases were primarily due to the impact of the decreased amortization expense resulting from intangible assets acquired in the Business Combination that were fully amortized by the fourth quarter of 2022 and other intangibles from the Business Combination that were amortized using the double declining balance method and lower SG&A expenses related to the Rehab business that was disposed in the year ended December 31, 2023. Additionally, SG&A for the year ended December 31, 2022 includes a full impairment of an equity investment. Partially offsetting the decreases was the impact of higher bad debt expense and inflation. Our Nuclear & Safety segment incurred higher SG&A expenses of $5.2 million for the year ended December 31, 2023 compared to the previous period. The increase was primarily driven by inflation, foreign currency impacts, and higher SG&A associated with the acquired SIS business, partially offset by decreased amortization expense resulting from certain intangible assets acquired in the Business Combination that were amortized using the double declining balance method.

Corporate SG&A expenses were $70.2 million for the year ended December 31, 2023 and $90.0 million for the year ended December 31, 2022. The lower SG&A expenses of $19.8 million were driven by a decrease in stock-based compensation expense under the 2021 Omnibus Incentive Plan and Profit Interests (see Note 14, Stock-Based Compensation, to the

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Consolidated Financial Statements included elsewhere this Annual Report on Form 10-K), a reduction in insurance costs, a decrease in public company expenses, and reduced costs to achieve information technology system integration and efficiency in the current year, partially offset by increased compensation costs.

Research and development

Research and development (“R&D”) expenses were $31.7 million for the year ended December 31, 2023 and $30.3 million for the year ended December 31, 2022, resulting in a increase of $1.4 million. The increase in R&D expense was primarily due to the impact of the ec2 acquisition in the amount of $1.7 million in the Medical segment for the year ended December 31, 2023, partly offset by R&D spend decreases in both the Medical and Nuclear & Safety segments.

Goodwill impairment

Goodwill impairment charges were $211.8 million for the year ended December 31, 2022. In the second quarter of the year ended December 31, 2022, the Company concluded that a triggering event had occurred in the RMS reporting unit of the Industrial segment as a result of the Russia-Ukraine conflict during the year. Based on the quantitative test for the RMS reporting unit, the Company determined that the carrying value exceeded the fair value. As such, the Industrial segment recognized its best estimate of a non-cash impairment loss in the amount of $55.2 million (see Note 7, Goodwill and Intangible Assets, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K).

In the fourth quarter of the year ended December 31, 2022, the Company performed its annual impairment test for all reporting units. The results of the analysis indicated that carrying values of the DMD EA (Industrial segment) and DSD (Medical segment) reporting units were in excess of their respective fair values. Therefore, the Company recorded non-cash impairment losses of $69.3 million and $87.3 million for the DMD EA and DSD reporting units, respectively, in the caption Goodwill impairment in our Consolidated Statements of Operations (see Note 7, Goodwill and Intangible Assets, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K).

Impairment loss on business held for sale

Impairment loss on business held for sale was $3.5 million for the year ended December 31, 2022. In November 2022, the Company reached a preliminary agreement to sell the Rehab business to Salona Global Medical Device Corporation ("Salona") for a purchase price of $8.0 million. As of December 31, 2022, the Company classified the assets and liabilities of Rehab as held for sale, and recorded an impairment loss of $3.5 million during the year ended December 31, 2022 representing the difference between fair value less cost to sell and carrying value.

Loss on disposal of business

Loss on disposal of business was $6.5 million for the year ended December 31, 2023. Subsequent to the final closing of the sale of Rehab business to Salona on April 3, 2023 and during the year ended December 31, 2023, significant negative events occurred which impacted the Company's ability to collect a remaining $7.0 million of cash payments from the sale to Salona. Management determined it was not probable that the $7.0 million of cash payments would be collected and recorded a loss on sale of business of $6.5 million in selling, general and administrative expenses in the Consolidated Statement of Operations during the year ended December 31, 2023 (see Note 3, Disposal of a Business, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K).

Loss from operations

Loss from operations were $21.9 million and $297.8 million for the year ended December 31, 2023 and 2022, respectively, representing a decrease of $275.9 million. On a segment basis, income from operations in the Medical segment for the year ended December 31, 2023 was $13.0 million and loss from operations for the year ended December 31, 2022 was $98.9 million, representing an increase of $111.9 million. Income from operations in the Nuclear & Safety segment for the year ended December 31, 2023 was $46.0 million and loss from operations for the year ended December 31, 2022 was $103.1 million, representing an increase of $149.1 million. Corporate expenses were $80.9 million and $95.8 million for the year ended December 31, 2023 and 2022, respectively, representing a decrease in loss from operations of $14.9 million. See “Business segments” and “Corporate and other” below for further details.

Interest expense

Interest expense, net, was $57.1 million for the year ended December 31, 2023 and $41.9 million for the year ended December 31, 2022. The $15.2 million increase in interest was due to higher interest rates associated with the 2021 Credit

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Agreement during the year ended December 31, 2023 compared to the interest rates during the year ended December 31, 2022, partially offset by the impact from the early debt repayment achieved with the proceeds from the T. Rowe Price direct investment and interest settlements of open derivatives in the current year. For more information, see Note 8, Borrowings, and Note 18, Derivatives and Hedging, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Foreign currency (gain) loss, net

We recorded a gain of $0.3 million for the year ended December 31, 2023 and a loss of $4.9 million for the year ended December 31, 2022 from foreign currency exchange. The $5.2 million change in net foreign currency losses was due to appreciation in European local currencies in relation to the U.S. dollar in the year ended December 31, 2023 opposed to the depreciation in European local currencies in the year ended December 31, 2022.

Change in fair value of warrant liabilities

We recognized an unrealized loss of $24.8 million for the year ended December 31, 2023 and an unrealized gain of $37.6 million for the year ended December 31, 2022, which resulted in an increased loss of $62.4 million. The increased loss was due to an increase in the fair value of the Public Warrant and Private Placement Warrant liabilities during the year ended December 31, 2023. See Note 17, Fair Value Measurements, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Income taxes

The effective income tax rate was 6.3% and 5.9% for the year ended December 31, 2023 and December 31, 2022, respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings and valuation allowances recorded during 2023.

The effective income tax rate differs from the U.S. statutory rate of 21% due primarily to U.S. federal permanent differences and the impact of valuation allowances.

Business segments

The following provides detail for business segment results for the years ended December 31, 2023 and December 31, 2022. Segment income from operations includes revenues of the segment less expenses that are directly related to those revenues but excludes certain charges to cost of revenues and selling, general and administrative expenses predominantly related to corporate costs, which are included in Corporate and Other in the table below. Interest expense, loss on debt extinguishment, foreign currency loss (gain), net, and other expense (income), net, are not allocated to segments.

For reconciliations of segment revenues and operating income to our consolidated results, see Note 16, Segment Information, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Medical

[[GREPCENT_TABLE]]
[["(Dollars in millions)","December 31, 2023","","December 31, 2022","","$Change","","%Change"],["Revenues","$","284.5","","","$","271.7","","","$","12.8","","","4.7","%"],["Income (loss) from operations","$","13.0","","","$","(98.9)","","","$","111.9","","","(113.1)","%"],["Income (loss) from operations as a % of revenues","4.6","%","","(36.4)","%"]]
[[/GREPCENT_TABLE]]

Medical segment revenues were $284.5 million for the year ended December 31, 2023 and $271.7 million for the year ended December 31, 2022, which is an increase of $12.8 million. Revenues increased $26.7 million primarily due to price increases and organic growth across all end markets, in addition to an increase in revenues $1.6 million due to the acquisition of the ec2 business in the year ended December 31, 2023. Partially offsetting the increase in the Medical segment revenues period over period were reduced revenues from the disposal of Rehab by $12.0 million and delays in project deliveries due to supply chain issues in the year ended December 31, 2023 by approximately $3.4 million.

Income from operations was $13.0 million for the year ended December 31, 2023 and loss from operations was $98.9 million for the year ended December 31, 2022, respectively, representing an increase in income from operations of $111.9 million. The increase in income from operations period over period was largely due to the increase in revenues described

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above, a $9.6 million decrease in amortization expenses due to fully amortized intangibles and certain intangibles amortized using the double declining balance method, $3.2 million lower SG&A expenses related to Rehab that was disposed in the year ended December 31, 2023, an improvement in product margin mix of $2.7 million, and a goodwill impairment charge of $87.3 million that were not applicable during the year ended December 31, 2023. Offsetting the increase in income from operations was a loss on disposal of Rehab business in the amount of $6.5 million (see Note 3, Disposal of a Business, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K), higher bad debt expense of $2.2 million in the year ended December 31, 2023, increased SG&A of $1.0 million related to the ec2 business acquired in the year ended December 31, 2023, and a negative impact of $9.1 million from inflation.

Nuclear & Safety

[[GREPCENT_TABLE]]
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[[/GREPCENT_TABLE]]

Nuclear & Safety segment revenues were $516.4 million for year ended December 31, 2023 and $446.1 million for the year ended December 31, 2022, representing an increase of $70.3 million. The increase is primarily driven by $45.5 million from price increases and organic growth mainly in our Nuclear and Labs and Research markets, the impact of the SIS acquisition by $20.7 million, and the favorable foreign currency impact of $4.1 million.

Income from operations was $46.0 million for the year ended December 31, 2023 and loss from operations was $103.1 million for the year ended December 31, 2022. Income from operations increased $149.1 million period over period driven primarily by the increase in revenues described above, a $5.5 million decrease in amortization expenses due to certain intangibles being amortized using the double declining balance method, and the goodwill impairment charge and inventory step-up of $124.5 million and $5.4 million, respectively, recognized during year ended December 31, 2022 that no longer impacts the year ended December 31, 2023. Offsetting the increases in income from operations were increased cost of revenues and operating expenses of $21.1 million driven by the SIS acquisition, increased cost of revenues of $1.1 million due to supply chain issues, and a negative inflation impact of $11.5 million.

Corporate and other

Corporate and other costs include costs associated with our corporate headquarters located in Georgia, as well as centralized global functions including Executive, Finance, Legal and Compliance, Human Resources, Technology, Strategy, and Marketing and other costs related to company-wide initiatives (e.g., Business Combination transaction expenses, merger and acquisition activities, restructuring and other initiatives).

Corporate and other costs were $80.9 million for the year ended December 31, 2023 and $95.8 million for the year ended December 31, 2022, which represents a decrease of $14.9 million. The decrease versus the comparable period was predominantly driven by a decrease in stock-based compensation expense of $9.8 million (see Note 15, Stock-Based Compensation, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K), a $1.5 million reduction in insurance costs, a decrease of $7.2 million in professional services mostly due to costs in the prior year related to becoming a public company, and a $1.2 million reduction in costs to achieve information technology system integration and efficiency, offset by an increase of $3.2 million in compensation expenses. For reconciliations of segment operating income and corporate and other costs to our consolidated results, see Note 17, Segment Information, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

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Liquidity and Capital Resources

Overview of Liquidity

Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments, and debt service.

Mirion management believes that net cash provided by operating activities, augmented by long-term debt arrangements, will provide adequate liquidity for the next 12 months of independent operations, as well as the resources necessary to invest for growth in existing businesses and manage its capital structure on a short- and long-term basis. Access to capital and availability of financing on acceptable terms in the future will be affected by many factors, including our credit rating, economic conditions, and the overall liquidity of capital markets. There can be no assurance of continued access to financing from the capital markets on acceptable terms or at all.

At December 31, 2024 and December 31, 2023, we had $175.6 million and $128.8 million, respectively, in cash and cash equivalents, which include amounts held by entities outside of the United States of approximately $131.9 million and $105.4 million, respectively, primarily in Europe and Canada. Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are asserting indefinite reinvestment of cash for certain non-U.S. subsidiaries. The Company has alternative repatriation options other than dividends should the need arise. The 2021 Credit Agreement provides for up to $90.0 million of revolving borrowings.The amount available on the revolver as of December 31, 2024 and December 31, 2023 was approximately $72.1 million and $73.3 million, respectively.

There is a discussion in Note 8, Borrowings, of the Consolidated Financial Statements included elsewhere in this Form 10-K of the long-term debt arrangements issued by Mirion. For more information on our lease commitments, see Note 9, Leased Assets, of the Consolidated Financial Statements and for other commitments and contingencies, see Note 10, Commitments and Contingencies to the Consolidated Financial Statements, included elsewhere in this Annual Report on Form 10-K.

Debt Profile

2021 Credit Agreement

The Company maintains a credit agreement (the “2021 Credit Agreement”) among Mirion IntermediateCo Inc., a Delaware corporation, as Holdings, Mirion Technologies (US Holdings), Inc., as the Parent Borrower, Mirion Technologies (US), Inc., as the Subsidiary Borrower, the lending institutions party thereto, and Citibank, N.A., as the Administrative Agent and Collateral Agent.

The 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility and a $90.0 million senior secured revolving facility (collectively, the “Credit Facilities”). The term loan facility is scheduled to mature on October 20, 2028 and the revolving facility is scheduled to expire and mature on October 20, 2026. The agreement requires the payment of a commitment fee of 0.50% per annum for unused revolving commitments, subject to stepdowns to 0.375% per annum and 0.25% per annum upon the achievement of specified leverage ratios. Any outstanding letters of credit issued under the 2021 Credit Agreement reduce the availability under the revolving line of credit.

The 2021 Credit Agreement is secured by a first priority lien on the equity interests of the Parent Borrower owned by Holdings and substantially all of the assets (subject to customary exceptions) of the borrowers and the other guarantors thereunder. Interest with respect to the facilities is based on, at the option of the borrowers, (i) a customary base rate formula for borrowings in U.S. dollars or (ii) a floating rate formula based on LIBOR (with customary fallback provisions described below) for borrowings in U.S. dollars, a floating rate formula based on EURIBOR for borrowings in Euro or a floating rate formula based on SONIA for borrowings in Pounds Sterling, each as described in the 2021 Credit Agreement with respect to the applicable type of borrowing. The 2021 Credit Agreement includes fallback language that seeks to either facilitate an agreement with our lenders on a replacement rate for LIBOR in the event of its discontinuance or that automatically replaces LIBOR with benchmark rates based on the Secured Overnight Financing Rate ("SOFR") or other benchmark replacement rates upon triggering events.

On June 23, 2023, the 2021 Credit Agreement was amended, among other things, to replace the interest rate based on LIBOR and related LIBOR-based mechanics applicable to U.S. Dollar borrowings under the Credit Agreement with an interest rate based on SOFR (including, solely with respect to currently outstanding term loans, a customary spread adjustment of 0.11448%, 0.26161%, and 0.42826% for borrowing with interest periods of 1, 3, and 6 months, respectively) and related SOFR-based mechanics.

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The 2021 Credit Agreement contains customary representations and warranties as well as customary affirmative and negative covenants and events of default. The negative covenants include, among others and in each case subject to certain thresholds and exceptions, limitations on incurrence of liens, limitations on incurrence of indebtedness, limitations on making dividends and other distributions, limitations on engaging in asset sales, limitations on making investments, and a financial covenant that the “First Lien Net Leverage Ratio” (as defined in the 2021 Credit Agreement) as of the end of any fiscal quarter is not greater than 7.00 to 1.00 if on the last day of such fiscal quarter certain borrowings outstanding under the revolving credit facility exceed 40% of the total revolving credit commitments at such time. The covenants also contain limitations on the activities of Mirion IntermediateCo, Inc. as the “passive” holding company. If any of the events of default occur and are not cured or waived, any unpaid amounts under the 2021 Credit Agreement may be declared immediately due and payable, the revolving credit commitments may be terminated and remedies against the collateral may be exercised. Mirion IntermediateCo, Inc. was in compliance with all debt covenants on December 31, 2024 and December 31, 2023.

Term Loan - The term loan has a seven-year term (expiring October 2028) and bears interest at the greater of LIBOR (through June 30, 2023) / SOFR (subsequent to June 30, 2023 through May 21, 2024) or 0.50%, plus 2.75%. On May 22, 2024, the Company entered into Amendment No.3 (the “Amendment”) to the Credit Agreement. The Amendment reduced the applicable margin rate on the term loans from 2.75% to 2.25% and reduced the credit spread based upon rate term to 0%, with other terms and conditions remaining consistent (effectively the existing loan was refinanced). The Amendment was accounted for prospectively as a debt modification in accordance with ASC 470-50, Debt—Modifications and Extinguishments. The interest rate was 6.85% and 8.40% as of December 31, 2024, and December 31, 2023, respectively. The Company repaid zero and $127.1 million for the period ended December 31, 2024, and the period ended December 31, 2023, respectively.

During the year ended December 31, 2023, the Company used $125.0 million of proceeds received from a direct registered equity offering to pay down early outstanding amounts on the term loan. This payment satisfied the quarterly principal repayment requirement (0.25% of the original principal balance) such that no additional principal repayments are necessary until the expiration of the term loan.

Revolving Line of Credit - The revolving line of credit arrangement has a five year term and bears interest at the greater of LIBOR (through June 30, 2023) / SOFR (subsequent to June 2023) or 0%, plus 2.75%. The agreement requires the payment of a commitment fee of 0.50% per annum for unused commitments. The revolving line of credit matures in October 2026, at which time all outstanding revolving facility loans and accrued and unpaid interest are due. Any outstanding letters of credit reduce the availability of the revolving line of credit. There was no outstanding balance under the arrangement as of December 31, 2024, and December 31, 2023. Additionally, the Company has standby letters of credit issued under its 2021 Credit Agreement that reduce the availability under the revolver of $17.9 million and $16.7 million as of December 31, 2024, and December 31, 2023, respectively. The amount available on the revolver as of December 31, 2024, and December 31, 2023 was approximately $72.1 million and $73.3 million, respectively.

Share Repurchase Program

In December 2024, we instituted a share repurchase program for up to $100 million of the currently outstanding shares of our Class A common stock, as approved by our Board of Directors. Under the share repurchase program, we intend to repurchase shares through open market purchases, privately negotiated transactions, block purchases and otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. We have not repurchased any shares as of December 31, 2024.

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Hedges

As a result of the Company’s European operations, we are exposed to fluctuations in exchange rates between the Euro and U.S. dollar (our functional currency). As such, we entered into cross-currency rate swaps during the year ended December 31, 2023, to manage currency risks related to foreign exchange in foreign operations. The Company is also subject to interest rate risk related to the Credit Facilities. As such, we entered into an interest rate swap (notional amount of $75.0 million) during the year ended December 31, 2024, to mitigate the risk of adverse changes in benchmark interest rates on the Company's future interest payments.

The interest rate swap is a derivative financial instrument that has been designated and qualifies as a cash flow hedge. The changes in the fair values of the cash flow hedge are recorded in accumulated other comprehensive loss (“AOCL”) and are reclassified into the line item in our Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings. The changes in the fair values of hedges that are determined to be ineffective are immediately reclassified from AOCL into earnings. During the year ended December 31, 2024, the new interest rate swap resulted in gains of $0.2 million recognized in other comprehensive income ("OCI"), respectively. Gains of $1.0 million were recognized in income through interest expense and reclassified from OCI during the same periods.

The cross-currency rate swaps are derivative financial instruments that have been designated and qualify as hedges of net investments in our foreign operations. Accordingly, the changes in the fair values of the swaps are recognized in net investment hedges adjustments, a component of AOCL, to offset the changes in the values of the net investments being hedged. Any ineffective portions of net investment hedges are reclassified from AOCL into earnings during the period of change. The following table summarizes the notional values and pretax impact of changes in the fair values of instruments designated as net investment hedges (in millions):

[[GREPCENT_TABLE]]
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[[/GREPCENT_TABLE]]

For more discussion of the hedges of net investments, see Note 17, Fair Value Measurement, and Note 18, Derivatives and Hedging, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Cash Flows

[[GREPCENT_TABLE]]
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[[/GREPCENT_TABLE]]

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Year ended December 31, 2024 as compared to year ended December 31, 2023

Net Cash Provided by Operating Activities

Operating activities provided net cash of $99.1 million for the year ended December 31, 2024, as compared to net cash provided of $95.2 million for the year ended December 31, 2023. The increase in net cash provided by operating activities was $3.9 million. The primary causes of the change were an improvement in net loss of $62.1 million, partially offset by a $19.5 million decrease in the loss from fair values of warrant liabilities which were redeemed during 2024, a $7.2 million decrease in loss on disposal of business related to the Rehab business, a $6.3 million decrease in stock compensation expense primarily due to the completed vesting of profit interests and a $26.1 million decrease in cash flows from operating assets and liabilities. The decrease in cash flows from operating assets and liabilities was primarily the result of a $42.1 million increase in contracts in progress (see Note 3, Contracts in Progress,to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K) due to both an increased number of contracts and timing of milestone billing as compared to prior year, partially offset by an increased cash flow of $11.3 million in Accrued expenses and other current liabilities due to increased customer deposits for new contracts and other increased accrued liabilities (primarily bonus and income taxes) for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023.

Net Cash Used in Investing Activities

Net cash used in investing activities was $43.7 million for the year ended December 31, 2024 as compared to net cash used of $64.7 million for the year ended December 31, 2023. The decrease in net cash used of $21.0 million was driven primarily by the $31.4 million cash consideration paid for the purchase of ec2 during the fiscal year ended December 31, 2023, offset by the $11.7 million increase in purchases of property, plant and equipment, primarily in support of our InstadoseVUE badge product introduction in our dosimetry services business and continued investment in digital products across both segments.

Net Cash (Used in) Provided by Financing Activities

Net cash used in financing activities was $3.3 million for the year ended December 31, 2024 as compared to net cash provided of $22.6 million during the year ended December 31, 2023. The decrease in net cash provided of $25.9 million was primarily due to the $22.7 million change relating to the $150.0 million of gross proceeds received from the T. Rowe direct investment in the prior year partially offset by debt repayments made with those funds of $127.3 million.

Year ended December 31, 2023 as compared to year ended December 31, 2022

Net Cash Provided by Operating Activities

Operating activities provided net cash of as compared to net cash provided of $95.2 million for the year ended December 31, 2023, as compared to net cash provided of $39.4 million for the year ended December 31, 2022. The increase in net cash provided of $55.8 million is due to improved net income of $18.1 million after adjusting for non-cash items with the remainder due to increased cash from net working capital, specifically from reduced inventory levels due to a more favorable supply chain and collections on contract assets and liabilities in the current year.

Net Cash Used in Investing Activities

Net cash used in investing activities was $64.7 million for the year ended December 31, 2023 as compared to used net cash of $39.5 million for the year ended December 31, 2022. The increase in net cash used of $25.2 million was driven primarily by the $31.4 million cash consideration paid for the Asset Purchase of ec2 during the year ended 2023 as compared to $6.6 million of cash consideration paid for the purchase of the Critical Infrastructure business of Collins Aerospace, offset by an increase of $3.3 million in interest received on the cross currency swaps that were entered into during the fourth quarter of 2022.

Net Cash (Used in) Provided by Financing Activities

Financing activities provided net cash of $22.6 million for the year ended December 31, 2023 as compared to net cash used of $7.0 million during the year ended December 31, 2022. The increase in net cash provided of $29.6 million primarily relates to the $150.0 million proceeds received on the T. Rowe direct investment offset by increased debt repayments of approximately $120.7 million.

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Critical Accounting Policies and Estimates

Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. Such estimates are based on historical experience and on various other factors that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussed below are critical to understanding historical and future performance, as these policies relate to the more significant areas involving management's judgments and estimates.

Goodwill

Goodwill represents the excess of the purchase price paid over the estimated fair value of the net assets acquired and liabilities assumed in the acquisition of a business.

Goodwill has an indefinite useful life, and is not amortized, but instead tested for impairment annually as of October 1 or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value as set forth in ASC 350, “Intangibles — Goodwill and Other.” The Company tests for goodwill impairment at the reporting unit level, which is an operating segment or one level below an operating segment. The amount of goodwill acquired in a business combination that is assigned to one or more reporting units as of the acquisition date is the excess of the purchase price of the acquired businesses (or portion thereof) included in the reporting unit, over the fair value assigned to the individual assets acquired or liabilities assumed from a market participant perspective. Goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the combination even though other assets or liabilities of the acquired entity may not be assigned to that reporting unit.

ASC 350 allows an optional qualitative assessment as part of annual impairment testing, prior to a quantitative assessment test, to determine whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. If a qualitative assessment determines an impairment is more likely than not, the Company is required to perform a quantitative impairment test. Otherwise, no further analysis is required. Alternatively, the Company may elect to proceed directly to the quantitative impairment test.

In conducting a qualitative assessment, the Company analyzes actual and projected growth trends for net sales and margin for each reporting unit, as well as historical performance versus plan and the results of prior quantitative tests performed. Additionally, the Company assesses factors that may impact its business, including macroeconomic conditions and the related impact, market-related exposures, plans to market for sale all or a portion of the business, competitive changes, new or discontinued product lines, changes in key personnel, and any potential risks to projected financial results.

If performed, the quantitative test compares the fair value of a reporting unit with its carrying amount. We determine the fair value of each reporting unit by estimating the present value of expected future cash flows, discounted by the applicable discount rate, and/or peer company multiples. If the carrying value exceeds the fair value, the Company recognizes an impairment loss in the amount equal to the excess, not to exceed the total amount of goodwill allocated to that reporting unit.

The Company may reorganize its reporting unit structure to better align the Company's operations within its reporting unit structure. In such cases, the Company assesses and re-defines reporting units effective as of the reorganization date including reallocation of goodwill on a relative fair value basis as applicable to affected reporting units. Goodwill impairment analysis will be performed as of the effective reorganization date both before and after the reorganization to test for any goodwill impairment. Refer to Note 7, Goodwill and Intangible Assets, for further detail.

Intangible Assets

Intangible assets relate to the value associated with our developed technology, customer relationships, remaining performance obligations, and trade names at the time of acquisition through business combinations.

The Company determined the fair value of intangible assets acquired through an income approach, using the excess earnings method for customer relationships and remaining performance obligations. Under the excess earnings method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows attributable solely to the intangible asset over its remaining useful life. The relief from royalty method was used to determine the fair value of developed technology and trade name. The valuation models were based on estimates of future operating projections of the

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acquired business and rights to sell products as well as judgments on the discount rates used and other variables. We determined the forecasts based on a number of factors, including our best estimate of near-term net sales expectations and long-term projections, which include review of internal and independent market analyses. The discount rate used was representative of the weighted average cost of capital.

The customer relationships definite lived intangible assets are amortized using the double declining balance method with estimated useful lives ranging from 6 to 13 years, while all other definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from 5 to 16 years for developed technology and 1 to 10 years for trade names and other. The Company regularly evaluates the amortization period assigned to each intangible asset to ensure that there have not been any events or circumstances that warrant revised estimates of useful lives. Refer to Note 7, Goodwill and Intangible Assets, for further detail.

Revenue Recognition

The Company recognizes revenue from arrangements that include performance obligations to design, engineer, manufacture, deliver, and install products. The Company identifies a performance obligation for each promise in a contract to transfer a distinct good or service to the customer. As part of its assessment, the Company considers all goods and/or services promised in the contract, regardless of whether they are explicitly stated or implied by customary business practices. The Company’s contracts may contain either a single performance obligation, including the promise to transfer individual goods or services that are not separately distinct within the context of the respective contracts, or multiple performance obligations. For contracts that contain multiple performance obligations, the Company allocates the consideration to which it expects to be entitled to each performance obligation based on relative standalone selling prices and recognizes the related revenue when or as control of each individual performance obligation is transferred to customers. The Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. The Company combines multiple contracts entered into at or around the same time with a customer if the contracts are negotiated as a package with a single commercial objective, the consideration paid under the contracts depends on the price or performance of the other contract, or if the goods or services promised in the contracts are a single performance obligation.

In most cases, installation services represent a separate performance obligation. The customer simultaneously receives and consumes the benefits as the installation services are performed. The Company determines if the installation is a separate performance obligation by evaluating whether the service is distinct within the context of the contract and capable of being distinct. In evaluating whether the installation service is capable of being distinct, we consider whether other entities could complete the installation (based on the technical complexity of the service) and whether third parties offer a similar installation service. When the product and installation service are determined to be a combined performance obligation, revenue is recognized over time as the installation is performed and included in product revenue in the consolidated statement of operations.

The Company’s costs to obtain contracts are typically comprised of sales commissions. A majority of these costs relate to revenue that is recognized over a period that is less than one year. For costs related to revenue recognized over a period less than one year, the Company has elected the practical expedient under ASC 606 to expense these costs as incurred. The amount of deferred cost assets and related amortization was immaterial to our financial statements.

Assurance-type warranties guarantee that a product complies with agreed-upon specifications and accordingly are not separate performance obligations. A provision for the cost of fulfilling these warranties is recognized in the period during which the associated revenue is recognized.

Variable consideration such as sales rebates, sales discounts and sales returns are estimated and treated as a reduction of revenue in the same period the related revenue is recognized. These are estimated based on contractual terms, historical practices, and current trends, and are adjusted as new information becomes available. In some of our long contracts, variable consideration includes future increases based on published price indexes in the country of the underlying contract. We constrain our estimate of this variable consideration until the price index has been published by the applicable authority. Revenues exclude any taxes that the Company collects from customers and remits to tax authorities. Amounts billed to customer for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products in the period in which revenue is recognized. The Company has elected a practical expedient under ASC 606 that allows for shipping and handling activities that occur after the customer has obtained control of a good to be accounted for as a fulfillment cost. The Company does not adjust the promised amount of consideration for the effects of a significant financing component, if, at contract inception, the Company expects the period between the time when the Company transfers a promised good or service to the customer and the time when the customer pays for that good or service will be one year or less.

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Certain of the Company’s products are sold through distributors and third-party sales representatives under standard agreements whereby distributors purchase products from the Company and resell them to customers. These agreements give distributors the right to sell the Company’s products within certain territories and establish minimum order requirements. These arrangements do not provide stock rotation or price protection rights and do not contain extended payment terms. Rights of return are limited to repair or replacement of delivered products that are defective or fail to meet the Company’s published specifications. Provisions for these warranty costs are recognized in the same period that the related revenue is recorded similar to other assurance-type warranties.

Performance Obligations Satisfied Over Time:

The Company exercises judgment in determining the timing of revenue by analyzing the point in time or the period over which the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the performance obligation. Typically, over-time revenue recognition is based on the utilization of the input measure of costs incurred to date relative to total estimated costs to measure progress. Throughout the life of a contract, this measure of progress captures the timing of our underlying technical performance activities (engineering design, customized material assembly, quality testing, and solution integration) which can fluctuate in the timing of delivering the customer's specifically designed solution versus the original project plans. Changes in total estimated costs are recognized using the cumulative catch-up method of accounting which recognize the cumulative effect of the changes on current and prior periods in the current period. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are first determined. A significant change in an estimate on one or more contracts could have a material effect on the Company’s consolidated financial position, results from operations, or cash flows. However, there were no significant changes in estimated contract costs for the years ended December 31, 2024, 2023, or 2022.

Service revenues (service-type warranty, post contract support, installation, and subscription-based services) are recognized over time as the customers receive and consume benefits of such services simultaneously.

Revenue derived from passive dosimetry and analytical services is of a subscription nature and is provided to customers on an agreed-upon recurring monthly, quarterly or annual basis. Services are provided to the customer via passive dosimeter badges that the Company supplies to customer personnel. Depending on the type of badge utilized, either customers return the used badges to the Company for analysis, or they obtain the analysis directly via a self-service web portal. The Company believes that badge production, badge wearing, badge analysis and report preparation are not individually distinct and therefore a single performance obligation recognized over time. Revenue is recognized ratably over the service period as the service is continuous, and no other discernible pattern of recognition is evident.

Performance Obligations Satisfied at a Point in Time:

If a performance obligation does not qualify for over-time revenue recognition, revenue is then recognized at the point-in-time in which control of the distinct good or service is transferred to the customer, typically based upon the terms of delivery. Where arrangements include customer acceptance provisions based on seller or customer-specified objective criteria, we recognize revenue when we have concluded that the customer has control of the equipment and that acceptance has occurred.

Contract Balances, Deferred Revenue and Customer Deposits

Revenue earned in excess of billings on contracts in progress (contract assets) are classified in the consolidated balance sheet in costs in excess of billings on uncompleted contracts. Amounts billed in excess of revenue earned (contract liabilities) are included in deferred contract revenue. Our billing terms for these over-time contracts are generally based on achieving specified milestones. The differences between the timing of our revenue recognized (based on costs incurred) and customer billings (based on contractual terms) results in changes to our contract asset or contract liability positions. Milestone billing is aligned to the timing of the associated performance of the Company at the contract onset and generally occurs multiple times in a given twelve month period. Unexpected project delays could impact the contract asset or liability position during the course of a contract. Contract asset balances are reviewed by management for future credit losses by considering factors such as historical experience, the customers' financial condition and current economic conditions. In circumstances where the Company is aware of a specific customer's inability to meet its financial and contractual obligations, a specific reserve is recorded against the contract asset. For more information, see Note 3, Contracts in Progress.

Deferred contract revenue also includes prepayments from customers, including milestone or installment payments, on projects for which services or products have commenced. For dosimetry and analytical services, many customers pay for

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these measuring and monitoring services in advance and these amounts are recorded as deferred contract revenue in the consolidated balance sheets, net of a reserve for estimated cancellations. Deferred revenue expected to be realized in excess of 12 months was $3.0 million and $2.9 million as of December 31, 2024 and 2023, respectively, and is included in Other Liabilities in the Consolidated Balance Sheet.

Customer deposits represent cash received for contracts in which product manufacturing or services have not commenced and the amounts received are fully refundable if the underlying good is not delivered. Customer deposits are recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheet.

Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days.

Remaining Performance Obligations

Remaining performance obligations represent committed but undelivered contracts and purchase orders at period end. Maintenance-related activity and agreements that do not represent firm purchase orders are not included in remaining performance obligations. Customer agreements that contain cancellation for convenience terms are not reflected until firm purchase orders are received. Contract modifications could affect both the timing to complete as well as the amount to be received as we fulfill the related remaining performance obligations. Expected timing of the satisfaction of performance obligations in our longer term projects can fluctuate due to changes such as procurement timing of specialized materials, engineering design changes, and changes in required technical work as determined in quality control testing.

The remaining performance obligations for all open contracts as of December 31, 2024 include assembly, delivery, installation, and trainings. The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts was approximately $811.9 million and $857.1 million as of December 31, 2024 and December 31, 2023, respectively. As of December 31, 2024, the Company expects to recognize approximately 54%, 19%, 8%, and 19% of the remaining performance obligations as revenue during the fiscal years 2025, 2026, 2027 and 2028, respectively.

Disaggregation of Revenues

A disaggregation of the Company’s revenues by segment, geographic region, timing of revenue recognition, product category and market category is provided in Note 16, Segment Information.

Accounting for Income Taxes

The Company accounts for income taxes and the related accounts under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company classifies all deferred tax assets and liabilities, and any related valuation allowance, as non-current in the Consolidated Balance Sheets.

The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current in the balance sheet, to the extent that the Company anticipates payment or receipt of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.

New Accounting Standards

See Note 1, Nature of Business and Summary of Significant Accounting Policies, included elsewhere in this Annual Report on Form 10-K for a full description of any recent accounting pronouncements, including the respective expected dates of adoption and expected effects on our results of operations and financial condition.

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