10q10k10q10k.net

What changed in Mirion Technologies, Inc.'s 10-K — 2022 vs 2023

vs

Paragraph-level year-over-year comparison of Mirion Technologies, Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+590 added−851 removedSource: 10-K (2024-02-28) vs 10-K (2023-02-28)

Top changes in Mirion Technologies, Inc.'s 2023 10-K

590 paragraphs added · 851 removed · 404 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

120 edited+30 added−98 removed103 unchanged
Biggest changeIn addition, there are opportunities to provide more comprehensive upgrades of reactor instrumentation and control detector systems in certain existing reactors to facilitate up-rating, • Measurement and expertise services including technical expertise and experienced staff to help customers address their nuclear measurement needs in every step of the measurement process from planning to operation to wind-down, • Imaging systems and cameras for all stages of the nuclear lifecycle, from construction through operation, to decommissioning and waste management, and • Waste management systems that are used during the lifetime of the reactors and are essential, in particular, in any decontamination and decommissioning project.
Biggest changeFor example, we provide (i) radiation measurement and monitoring solutions that are typically installed during construction and replaced or upgraded during the lifetime of the reactors, (ii) reactor instrumentation and control detectors installed during construction that are replaced or upgraded regularly, (iii) measurement and expertise services to help customers address nuclear measurement needs, (iv) imaging systems and cameras for all stages of the nuclear lifecycle and (v) waste management systems that are used during the lifetime of the reactors.
Nuclear Our legacy in the nuclear industry positions us to capitalize on the growth in demand for radiation detection, measurement, analysis and monitoring products and services in each phase of the nuclear life cycle, as outlined in the chart below.
Our legacy in the nuclear industry positions us to capitalize on the growth in demand for radiation detection, measurement, analysis and monitoring products and services in each phase of the nuclear life cycle, as outlined in the chart below.
We believe the primary competitors in each of our segments are as follows: • Medical: Landauer (Fortive), PTW, IBA, Standard Imaging, Comecer and LAP • Industrial: Thermo Fisher Scientific, Ortek (Ametek), FLIR (Teledyne), Framatome, Ludlum, Fuji Electric, Caen System, Fluke (Fortive) and Berthold Technologies Research and Development Our research and development efforts allow us to introduce new products to the marketplace, fulfill specific customer needs and continue to meet qualification requirements and other evolving regulatory standards.
We believe the primary competitors in each of our segments are as follows: • Medical: Landauer (Fortive), PTW, IBA, Standard Imaging, Comecer and LAP • Technologies: Thermo Fisher Scientific, Ortek (Ametek), FLIR (Teledyne), Framatome, Ludlum, Fuji Electric, Caen System, Fluke (Fortive) and Berthold Technologies Research and Development Our research and development efforts allow us to introduce new products to the marketplace, fulfill specific customer needs and continue to meet qualification requirements and other evolving regulatory standards.
Section 170 of the AEA, which is also known as the Price-Anderson Act, supports the 23 nuclear services industry by offering broad nuclear liability and insurance coverage and indemnification to commercial NPP operators and their suppliers, as well as Department of Energy, or DOE, contractors, for liabilities arising out of nuclear incidents at power plants licensed by the NRC and at DOE nuclear facilities.
Section 170 of the AEA, which is also known as the Price-Anderson Act, supports the nuclear services industry by offering broad nuclear liability and insurance coverage and indemnification to commercial NPP operators and their suppliers, as well as Department of Energy, or DOE, contractors, for liabilities arising out of nuclear incidents at power plants licensed by the NRC and at DOE nuclear facilities.
Through these acquisitions, we have developed tools and experience across deal sourcing, modeling and integrating acquired companies. We have a business 13 ecosystem in place to identify and act upon cost saving opportunities as well as the ability to leverage our scale platform to capture cross-selling opportunities. Seasoned management team complemented by highly skilled engineers .
Through these acquisitions, we have developed tools and experience across deal sourcing, modeling and integrating acquired companies. We have a business ecosystem in place to identify and act upon cost saving opportunities as well as the ability to leverage our scale platform to capture cross-selling opportunities. Seasoned management team complemented by highly skilled engineers .
The prohibitions on engaging in transactions with Cuba 24 and Iran also extend to foreign subsidiaries of United States companies. Moreover, no United States person may approve, ratify, participate in, or otherwise “facilitate” any offshore transaction between a foreign company and any country, entity or person that is sanctioned under the OFAC economic sanctions regulations.
The prohibitions on engaging in transactions with Cuba and Iran also extend to foreign subsidiaries of United States companies. Moreover, no United States person may approve, ratify, participate in, or otherwise “facilitate” any offshore transaction between a foreign company and any country, entity or person that is sanctioned under the OFAC economic sanctions regulations.
For other product lines, such as, the DMC 3000 Electronic Dosimeter, the Mirion 18 Battlefield Dosimeter, Accurad PRD and the Instadose dosimeter, production volumes tend to be higher. We apply rigorous quality control processes and calibrate radiation detection devices internally, leading to high quality standards and customization capabilities.
For other product lines, such as, the DMC 3000 Electronic Dosimeter, the Mirion Battlefield Dosimeter, Accurad PRD and the Instadose dosimeter, production volumes tend to be higher. We apply rigorous quality control processes and calibrate radiation detection devices internally, leading to high quality standards and customization capabilities.
Medical Device Regulation We are required to register for permits and/or licenses with, obtain approvals from and comply with operating standards of the U.S. Food and Drug Administration (the "FDA"), the NRC, the U.S. Department of Health and Human Services (the "HHS"), the European Medicines Agency (the "EMA"), the U.K.
Medical Device Regulation We are required to register for permits and/or licenses with, obtain approvals from and comply with operating standards of the U.S. Food and Drug Administration (the "FDA"), the U.S. Department of Health and Human Services ("HHS"), the European Medicines Agency (the "EMA"), the U.K.
Select product categories include: • Dosimeters : active and passive dosimeters which monitor radiation dose rate and cumulative dose, along with readers, calibrators, telemetry, software and other accessories. • Contamination and Clearance Monitors : stationary systems designed to detect radioactive contamination of people, waste, tools, laundry, vehicles and cargo. • Detection & Identification Devices : hand-held and fixed devices to detect and locate ionizing radiation. • Customized Research Detectors : highly customized detectors for scientific research, including nuclear physics research, space and synchrotron applications, and ruggedized detectors. • Environmental Monitoring Systems : sensors, displays, control electronics and software used for environmental monitoring in NPPs, nuclear fuel cycle industry, research reactors and laboratories, military reactors and installations. • Radiochemistry: high precision instruments for detection and analysis of sample radioactivity, identification of radionuclide and quantification of activity used in laboratories, research, education, defense and NPPs. • Imaging Systems: radiation-hardened imaging systems for nuclear fuel handling, control, monitoring and inspection; reactor vessel maintenance; underwater surveillance; tank and vessel inspection; and cameras for remotely operated vehicles. 16 • Waste measurement systems : systems to measure the radioactivity content of waste such as gamma neutron counting systems, non-destructive assay systems and neutron counting systems • Services: we offer services to measure and analyze nuclear material more efficiently, calibration services, customer training programs, installation of instruments and software, technical support and repairs for our products, as well as local operational support, technical support, and a wide range of consulting services Backlog and Deferred Contract Revenue Total backlog represents committed but undelivered contracts and purchase orders at period end.
Select product categories include: • Dosimeters : active and passive dosimeters which monitor radiation dose rate and cumulative dose, along with readers, calibrators, telemetry, software and other accessories. • Contamination and Clearance Monitors : stationary systems designed to detect radioactive contamination of people, waste, tools, laundry, vehicles and cargo. • Detection & Identification Devices : hand-held and fixed devices to detect and locate ionizing radiation. • Customized Research Detectors : highly customized detectors for scientific research, including nuclear physics research, space and synchrotron applications, and ruggedized detectors. • Environmental Monitoring Systems : sensors, displays, control electronics and software used for environmental monitoring in NPPs, nuclear fuel cycle industry, research reactors and laboratories, military reactors and installations. • Radiochemistry: high precision instruments for detection and analysis of sample radioactivity, identification of radionuclide and quantification of activity used in laboratories, research, education, defense and NPPs. • Imaging Systems: radiation-hardened imaging systems for nuclear fuel handling, control, monitoring and inspection; reactor vessel maintenance; underwater surveillance; tank and vessel inspection; and cameras for remotely operated vehicles. • Waste measurement systems : systems to measure the radioactivity content of waste such as gamma neutron counting systems, non-destructive assay systems and neutron counting systems 14 Table of Content s • Services: we offer services to measure and analyze nuclear material more efficiently, calibration services, customer training programs, installation of instruments and software, technical support and repairs for our products, as well as local operational support, technical support, and a wide range of consulting services Backlog and Deferred Contract Revenue Total backlog represents committed but undelivered contracts and purchase orders at period end.
We continually invest in our employees’ career growth and provide employees with a wide range of development opportunities, including but not limited to mentoring, product and sales training, as well as compliance training including on the topics of cybersecurity and other workplace safety training.
We invest in our employees’ career growth and provide employees with a wide range of development opportunities, including but not limited to mentoring, product and sales training, as well as compliance training including on the topics of cybersecurity and other workplace safety training.
For certain of our products, these radioactive sources are often obtained by our customers directly from third-party providers, and for others, we directly incorporate these radioactive sources into our products. Certain of our reactor instrumentation and control equipment and systems for NPPs 22 incorporate radioactive materials.
For certain of our products, these radioactive sources are often obtained by our customers directly from third-party providers, and for others, we directly incorporate these radioactive sources into our products. Certain of our reactor instrumentation and control equipment and systems for NPPs incorporate radioactive materials.
Our products, software and services have been sold directly and indirectly to a variety of end-use customers, including medical service providers, the vast majority of the U.S. nuclear power producers, and the addressable global installed base of active nuclear power reactors, many of the leading nuclear reactor design firms, universities, numerous international government and supranational agencies, 19 of the 30 NATO militaries, national laboratories, environmental laboratories, research institutes, and industrial companies.
Our products, software and services have been sold directly and indirectly to a variety of end-use customers, including medical service providers, the vast majority of the U.S. nuclear power producers, and the addressable global installed base of active nuclear power reactors, many of the leading nuclear reactor design firms, universities, numerous international government and supranational agencies, 19 of the 31 NATO militaries, national laboratories, environmental laboratories, research institutes, and industrial companies.
Our Medical segment is based around our sales, products, and services to customers in the medical market. The Industrial segment is primarily based around the nuclear energy, defense, laboratories, and scientific research markets as well as other industrial markets.
Our Medical segment is based around our sales, products, and services to customers in the medical market. The Technologies segment is primarily based around the nuclear energy, defense, laboratories, and scientific research markets as well as other industrial markets.
Risk Factors—Legal and Regulatory Risks—We could incur substantial costs as a result of violations of, or liabilities under, environmental laws.” Regulation We are subject to a variety of laws and regulations, including but not limited to those of the United States, Canada, the EU, the EU member states and the People’s Republic of China, that impose regulatory systems that govern many aspects of our operations.
Risk Factors—Legal and Regulatory Risks—We could incur substantial costs as a result of violations of, or liabilities under, environmental laws.” Other Laws and Regulations We are subject to a variety of laws and regulations, including but not limited to those of the United States, Canada, the EU, the EU member states and the People’s Republic of China, that impose regulatory systems that govern many aspects of our operations.
Most of our production sites are certified to production quality standards such as those of ISO 9001, the U.S. Nuclear Regulatory Commission (10 C.F.R. 50 Appendix B) and the American Society of Engineers (ASME NQA-1). The principal materials used in our manufacturing processes are commodities that are available from a variety of sources.
Most of our production sites are certified to production quality standards such as those of ISO 9001, the U.S. Nuclear Regulatory Commission (10 C.F.R. 50 Appendix B), the American Society of Engineers (ASME NQA-1) and ISO19443 (in France). The principal materials used in our manufacturing processes are commodities that are available from a variety of sources.
In many instances (for both the Medical and Industrial Segments), we rely on trade secret protection and confidentiality agreements to safeguard our interests. Due to the long useful life of certain aspects of our technology, we believe that the patent registration process, which requires public disclosure of patented claims and inventions, could harm our competitive position.
In many instances (for both the Medical and Technologies Segments), we rely on trade secret protection and confidentiality agreements to safeguard our interests. Due to the long useful life of certain aspects of our technology, we believe that the patent registration process, which requires public disclosure of patented claims and inventions, could harm our competitive position.
We do not expect the expiration of any of the patents that are scheduled to expire in 2023 to have a material impact on its business. These patents include two co-owned issued U.S. patents and three co-owned issued foreign patents. We also hold exclusive and non-exclusive licenses related to patents and other intellectual property of third parties.
We do not expect the expiration of any of the patents that are scheduled to expire in 2024 to have a material impact on its business. These patents include two co-owned issued U.S. patents and three co-owned issued foreign patents. We also hold exclusive and non-exclusive licenses related to patents and other intellectual property of third parties.
For example, our products have been sold to 19 of the 30 NATO militaries as well as the U.S. Departments of Energy, State, Defense and Homeland Security. Our customers’ focus on personnel protection drives their recurring expenditures on service, recalibration and product upgrades in our defense end market.
For example, our products have been sold to 19 of the 31 NATO militaries as well as the U.S. Departments of Energy, State, Defense and Homeland Security. Our customers’ focus on personnel protection drives their recurring expenditures on service, recalibration and product upgrades in our defense end market.
We believe that our established global infrastructure provides a scalable platform to meet the growing worldwide demand for our products and services. Proven M&A strategy and track record of integrating acquisitions . We have been built through successive mergers and acquisitions. Since 2016, we have acquired and integrated fifteen companies.
We believe that our established global infrastructure provides a scalable platform to meet the growing worldwide demand for our products and services. Proven M&A strategy and track record of integrating acquisitions . We have been built through successive mergers and acquisitions. Since 2016, we have acquired and integrated sixteen companies.
These issued patents are expected to expire between 2023 to 2038 and these pending applications, if issued, are expected to expire between 2039 to 2040, in each case without taking into account any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees.
These issued patents are expected to expire between 2024 to 2038 and these pending applications, if issued, are expected to expire between 2039 to 2040, in each case without taking into account any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees.
These issued patents are expected to expire between 2022 to 2038 and these pending applications, if issued, are expected to expire between 2039 to 2040, in each case without taking into account any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees.
These issued patents are expected to expire between 2024 to 2038 and these pending applications, if issued, are expected to expire between 2039 to 2040, in each case without taking into account any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees.
Our issued patents are expected to expire between 2022 to 2037 and our pending applications, if issued, are expected to expire between 2032 to 2040, in each case without taking into account any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees.
Our issued patents are expected to expire between 2024 to 2037 and our pending applications, if issued, are expected to expire between 2032 to 2040, in each case without taking into account any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees.
These laws impose obligations with respect to the collection, processing, storage, disposal, use, transfer, retention and disclosure of personal 27 information.
These laws impose obligations with respect to the collection, processing, storage, disposal, use, transfer, retention and disclosure of personal information.
We are required to adhere to the Current Good Manufacturing Practices requirements, as set forth in the Quality Systems Regulation, which require manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all phases of the design and manufacturing process.
We are required to adhere to the current Good Manufacturing Practices ("cGMP") requirements, as set forth in the Quality Systems Regulation ("QSR"), which require manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all phases of the design and manufacturing process.
From time to time we also divest businesses as part of a process to streamline our operations and focus our resources on certain more strategic markets. Our Segments Medical Our Medical segment encompasses four major product categories focused on supporting applications in medical diagnostics, cancer treatment, and practitioner safety.
From time to time we also divest businesses as part of a process to streamline our operations and focus our resources on certain more strategic markets. Our Segments Medical Our Medical segment encompasses product categories focused on supporting applications in medical diagnostics, cancer treatment, and practitioner safety.
We entered the command-and-control cybersecurity solutions markets through the acquisition of Secure Integrated Solutions (SIS) in August 2022. • New applications for existing technologies. A portion of our development effort is focused on adapting existing technologies to alternative applications.
Finally, in our Technologies segment, we entered the command-and-control cybersecurity solutions markets through the acquisition of Secure Integrated Solutions (SIS) in August 2022. • New applications for existing technologies. A portion of our development effort is focused on adapting existing technologies to alternative applications.
Because our operations include the manufacture and distribution of nuclear medical products, we are also subject to regulation by the NRC and the departments of health of each state in which we operate, which leaves us with a complex collection of requirements to navigate.
Because our operations include the manufacture and distribution of nuclear medical products, we are also subject to regulation by the NRC and the departments of health in each state in which we operation, which leaves us with a complex collection of requirements to navigate.
Food, Drug, and Cosmetic Act (the "FDCA"). We incur a number of costs associated with obtaining and maintaining the approval to market our products. Furthermore, the FDA conducts detailed inspections of and controls over our manufacturing, marketing, distribution, import and export, record keeping and storage and disposal practices, together with various post-marketing requirements.
Food, Drug, and Cosmetic Act (the "FDCA"). We incur a number of costs associated with obtaining and maintaining the approval to market our medical device products. Furthermore, the FDA conducts detailed inspections of and controls over our manufacturing, marketing, distribution, import and export, record keeping and storage and disposal practices for medical products, together with various post-marketing requirements.
Continuously improve our cost structure and productivity . As we continue to grow our business, we have implemented a coordinated program of ongoing operating improvements, such as optimizing our manufacturing footprint, rationalizing excess costs and minimizing working capital requirements. We are continuously implementing our business system principles to challenge our practices and improve our performance across all our businesses.
As we continue to grow our business, we have implemented a coordinated program of ongoing operating improvements, such as optimizing our manufacturing footprint, rationalizing excess costs and minimizing working capital requirements. We are continuously implementing our business system principles to challenge our practices and improve our performance across all our businesses.
We possess longstanding customer relationships in all of our end markets. We believe our QA products are used by the vast majority of cancer treatment centers in the United States and in the majority of such centers globally. This drives recurring revenue and opportunities for cross sales from our other activities.
We possess longstanding customer relationships in all of our end markets. We believe our quality assurance, or QA, products are used by the vast majority of cancer treatment centers in the United States and in the majority of such centers globally. This drives recurring revenue and opportunities for cross sales from our other activities.
Analogous U.S. state laws and regulations, such as state anti-kickback and false claims laws, also may apply to our business practices, including but not limited to, research, distribution, sales and marketing arrangements, and claims involving healthcare items or services reimbursed by any third-party payor, including private insurers.
Analogous U.S. state laws and regulations, such as state anti-kickback and false claims laws, also may apply to our business practices, including research, distribution, sales and marketing arrangements, and claims involving healthcare items or services reimbursed by any third-party payor, including private insurers.
You may obtain a copy of any of these reports, free of charge, from the Investors Relations section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains an Internet site that also contains these reports at: www.sec.gov.
You may obtain a copy of any of these reports, free of charge, from the Investors Relations section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains an Internet site that also contains these reports at: www.sec.gov. 25 Table of Content s
The scope and extent of the outsourced portion of research and development activities vary by segment but typically, critical hardware design, software development and project management activities are conducted in-house while specialized services such as consulting services, algorithm design, thermal analysis, complex modeling and calculations and testing services are provided by third parties.
The scope and extent of the outsourced 15 Table of Content s portion of research and development activities vary by segment but typically, critical hardware design, software development and project management activities are conducted in-house while specialized services such as consulting services, algorithm design, thermal analysis, complex modeling and calculations and testing services are provided by third parties.
For the Predecessor Stub Period from July 1, 2021 through October 19, 2021 and the Successor Period from October 20, 2021 through December 31, 2021 and the fiscal year ended December 31, 2022 no customer accounted for greater than 6% of our consolidated revenue, our top five customers together accounted for approximately 14%, 13% and 13% of our consolidated revenue, respectively, and our top ten customers represented approximately 20%, 19% and 19% of our consolidated revenue, respectively.
For the Predecessor Stub Period from July 1, 2021 through October 19, 2021 and the Successor Period from October 20, 2021 through December 31, 2021, the fiscal year ended December 31, 2022, and the fiscal year ended December 31, 2023 no customer accounted for greater than 5% of our consolidated revenue, our top five customers together accounted for approximately 14%, 13%, 13%, and 12% of our consolidated revenue, respectively, and our top ten customers represented approximately 20%, 19%, 19%, and 19% of our consolidated revenue, respectively.
Global militaries must contend with radiological threats and the difficulties of protecting soldiers and monitoring areas of enemy engagement. The combination of our active dosimeters and telemetry technology provides a differentiated solution that addresses the radiation detection needs of modern militaries. 12 Increased civil defense spending on radiation detection .
Defense Focus on military personnel. Global militaries must contend with radiological threats and the difficulties of protecting soldiers and monitoring areas of enemy engagement. The combination of our active dosimeters and telemetry technology provides a differentiated solution that addresses the radiation detection needs of modern militaries. Increased civil defense spending on radiation detection .
We believe we have a leadership position in 14 of the 17 market segments we serve. In addition, we have leveraged our ionizing detection expertise to develop new applications for our core historical markets and to expand into adjacent markets through acquisitions. Broad and complementary product and service portfolio .
We believe we have a leadership position in 15 of the 18 market segments we serve. In addition, we have leveraged our ionizing detection expertise to develop new applications for our core historical markets and to expand into adjacent markets through acquisitions. Broad and complementary product and service portfolio .
We are focused on initiatives across the organization, including: • Vendor and Supply Chain Oversight • Human and Labor Rights • Product and Service Safety • Diversity, Equity & Inclusion (DEI) • Human Capital Management (HCM) • Ethics and Compliance • Environmental Impact We are committed to robust oversight of ESG issues.
We are focused on initiatives across the organization, including: • Vendor and Supply Chain Oversight • Human and Labor Rights • Product and Service Safety • Diversity, Equity & Inclusion (DEI) • Human Capital Management (HCM) • Ethics and Compliance • Environmental Impact and Sustainable Operations • Governance Structure We are committed to robust oversight of ESG issues.
Privacy and information security laws evolve regularly, and complying with these various laws, rules, regulations and standards, and with any new laws or regulations or changes to existing laws, could cause us to incur substantial costs that are likely to increase over time, requiring us to adjust our compliance program on an ongoing basis and presenting compliance challenges, change our business practices in a manner adverse to our business, divert resources from other initiatives and projects, and restrict the way products and services involving data are offered.
Privacy and information security laws evolve regularly, and complying with these evolving laws, rules, regulations and standards could cause us to incur substantial costs that are likely to increase over time, requiring us to adjust our compliance program on an ongoing basis and presenting compliance challenges, change our business practices in a manner adverse to our business, divert resources from other initiatives and projects, and restrict the way products and services involving data are offered.
The NRC, and state authorities where applicable, sets regulatory standards for worker protection and public exposure to radioactive materials or wastes to which we are required to adhere in our operations that use radioactive materials in research and development, product manufacture, testing and calibration. Certain of our products require the use of radioactive sources.
The NRC, and state authorities where applicable, sets regulatory standards for worker protection and public exposure to radioactive materials or wastes to which we are required to adhere in our operations that use radioactive materials in research and development, product manufacture, testing and calibration, and monitoring. 20 Table of Content s Certain of our products require the use of radioactive sources.
For example, we have optimized and simplified our footprint by transferring the activities from our facilities in Loches, France, certain activities in our Irvine, California facility and certain activities in our Shirley, New York facility to other Company sites to achieve operational synergies.
For example, we have optimized and simplified our footprint by transferring the activities from our facilities in Loches, France, certain activities in our Irvine, California facility and certain activities in our Shirley, New York facility to other Company sites to achieve operational synergies. Pursue strategic acquisitions and other transactions.
The key metal materials used in our manufacturing processes include precious metals (such as rhodium), tungsten, copper, aluminum, magnesium products, steel, stainless steel and various alloys, which are formed into parts such as detectors, sensors, metal housings and frames, and cable assemblies.
The key metal materials used in our manufacturing processes include precious metals (such as rhodium), tungsten, copper, 16 Table of Content s aluminum, magnesium products, steel, stainless steel and various alloys, which are formed into parts such as detectors, sensors, metal housings and frames, and cable assemblies.
Our research and development expenses were $30.3 million for the fiscal year ended December 31, 2022, $6.7 million for the Successor Period from October 20, 2021 through December 31, 2021, $10.3 million for the Predecessor Stub Period from July 1, 2021 through October 19, 2021, and $29.4 million, $15.9 million for fiscal 2021 and, 2020 respectively.
Our research and development expenses were $31.7 million for the fiscal year ended December 31, 2023, $30.3 million for the fiscal year ended December 31, 2022, $6.7 million for the Successor Period from October 20, 2021 through December 31, 2021, $10.3 million for the Predecessor Stub Period from July 1, 2021 through October 19, 2021, and $29.4 million for fiscal 2021.
We have 48 sales offices throughout North America, Europe and Asia, and as of December 31, 2022, our sales and marketing personnel consisted of 264 employees, which represents approximately 9% of our total workforce. We derive a portion of our revenue from sales of our products and services through channel partners, such as independent sales representatives and distributors.
We have 50 sales offices throughout North America, Europe and Asia, and as of December 31, 2023, our sales and marketing personnel consisted of 273 employees, which represents approximately 9% of our total workforce. We derive a portion of our revenue from sales of our products and services through channel partners, such as independent sales representatives and distributors.
According to a global leading consulting firm, we believe our core dosimetry market is expected to grow 3 to 4% per year from 2020 through 2026, primarily driven by volume increase in number of healthcare workers exposed to radiation and standard annual price increases.
According to a global leading consulting firm, we believe our core dosimetry market is expected to grow approximately 4% per year from 2022 through 2028, primarily driven by volume increase in number of healthcare workers exposed to radiation and standard annual price increases.
For example, we have adapted the technology used for the medical and 14 nuclear markets to develop the Mirion Battlefield Dosimeter which is currently being deployed by the U.S. Army and the U.S. Navy. Develop new products and services .
For example, we have adapted the technology used for the medical and 12 Table of Content s nuclear markets to develop the Mirion Battlefield Dosimeter which is currently being deployed by the U.S. Army and the U.S. Navy. Develop new products and services .
For example, we have developed a new personal radiation detector, or PRD, called Accurad to expand our presence in the civil services markets such as the police and fire departments. We have also entered in the nuclear imaging and radiotherapy markets through the acquisitions of Capintec, Biodex, Sun Nuclear, and CIRS.
For example, we have developed a new personal radiation detector, or PRD, called Accurad to expand our presence in the civil services markets such as the police and fire departments. In our Medical segment, we have also entered in the nuclear imaging, radiotherapy and radiopharmaceutical markets through the acquisitions of Capintec, Biodex, Sun Nuclear, CIRS, and ec 2 Software Solutions.
As of December 31, 2022, our production personnel consisted of 1,652 employees, which represents approximately 58% of our total workforce. Our manufacturing activities are focused mainly on the production of the core value-add devices and components of our products, while non-core components and sub-assemblies are generally outsourced.
As of December 31, 2023, our production personnel consisted of 1,707 employees, which represents approximately 57% of our total workforce. Our manufacturing activities are focused mainly on the production of the core value-add devices and components of our products, while non-core components and sub-assemblies are generally outsourced.
Our broad product and services portfolio of medical, search, measurement, scientific analysis and reactor safety, and control systems are supported by our engineering and research and development organization of 411 scientists, engineers, and technicians, who represented approximately 14% of our workforce as of December 31, 2022.
Our broad product and services portfolio of medical, search, measurement, scientific analysis and reactor safety, and control systems are supported by our engineering and research and development organization of 442 scientists, engineers, and technicians, who represented approximately 15% of our workforce as of December 31, 2023.
Medical Segment As of December 31, 2022, we own approximately 37 issued U.S. utility patents, 29 issued foreign utility patents (including in the European Union, China, Japan and Canada), 5 pending U.S. non-provisional utility patent applications and 4 pending foreign utility patent application in the European Union that include claims directed to products in our medical segment, 20 including our cancer diagnostics and therapeutics QA, occupational dosimetry, medical imaging and nuclear medicine equipment products.
Medical Segment As of December 31, 2023, we own approximately 36 issued U.S. utility patents, 27 issued foreign utility patents (including in the European Union, China, Japan and Canada), 3 pending U.S. non-provisional utility patent applications and 5 pending foreign utility patent application in the European Union that include claims directed to products in our medical segment, including our cancer diagnostics and therapeutics QA, occupational dosimetry, medical imaging and nuclear medicine equipment products.
We believe that significant near-term opportunities exist for us to develop new products and services by capitalizing on our understanding of our customers’ needs and requirements. Cross pollination of technologies between end markets also drives new growth opportunities.
We believe that significant near-term opportunities exist for us to develop new products and services by capitalizing on our understanding of our customers’ needs and requirements. Cross pollination of technologies between end markets also drives new growth opportunities as we leverage our Medical distribution channels to market and sell Technologies products.
Industrial Segment As of December 31, 2022, we own approximately 35 issued U.S. utility patents, 39 issued foreign utility patents (including in the European Union, Canada, Russia and Japan), 2 pending U.S. non-provisional utility patent application and 8 pending foreign utility patent applications (including pending PCT patent applications) that contain claims directed to products in our industrial segment, including our alpha/beta counting instruments, contamination and clearance monitors, gamma spectroscopy software and detector systems, NDA and waste measurement systems, portable radiation measurement instruments, radiation monitoring systems and reactor instrumentation and controls products.
Technologies Segment As of December 31, 2023, we own approximately 33 issued U.S. utility patents, 20 issued foreign utility patents (including in the European Union, Canada, Russia and Japan), 1 pending U.S. non-provisional utility patent application and 5 pending foreign utility patent applications (including pending PCT patent applications) that contain claims directed to products in our Technologies segment, including our alpha/beta counting instruments, contamination and clearance monitors, gamma spectroscopy software and detector systems, NDA and waste measurement systems, portable radiation measurement instruments, radiation monitoring systems and reactor instrumentation and controls products.
Likewise, the global radiotherapy market is expected to grow approximately 6% per year from 2020 through 2030, primarily driven by factors including growing awareness about the benefits of radiotherapy for cancer control and eradication, increasing incidence and prevalence of cancer, and technological advancements in the field of radiotherapy.
Likewise, the global radiotherapy market is expected to grow approximately 7% per year from 2022 through 2028, primarily driven by factors including growing awareness about the benefits of radiotherapy for cancer control and eradication, increasing incidence and prevalence of cancer, and technological advancements in the field of radiotherapy. Dosimetry outsourcing .
We are led by an experienced management team with a mix of private sector and government experience across different industries and functions. Our senior management team is complemented by an engineering and research and development organization of 411 scientists, engineers and technicians as of December 31, 2022.
We are led by an experienced management team with a mix of private sector and government experience across different industries and functions. Our senior management 11 Table of Content s team is complemented by an engineering and research and development organization of 442 scientists, engineers and technicians as of December 31, 2023.
In addition, we maintain design, manufacturing, and sales capabilities across 12 countries in America, Europe, and Asia, enabling us to capitalize on growth opportunities including the ongoing growth in spending for medical, defense and homeland security, and the ongoing growth for nuclear power.
In addition, we maintain design, manufacturing, and sales capabilities across 12 countries in America, Europe, and Asia, enabling us to capitalize on growth opportunities including the ongoing growth in spending for medical, defense and homeland security, and the ongoing growth for nuclear power. Industry Overview We have two reportable business segments: Medical and Technologies.
In 2016, we acquired Canberra Industries. Between October 2018 and December 2022, we acquired thirteen companies, with the objective of complementing our portfolio, reinforcing our supply chain and expanding into new markets such as nuclear imaging and radiotherapy. Since then, we have effectively integrated these businesses, creating a global platform of ionizing radiation detection and measurement solutions.
Between 2016 and 2023, we acquired 16 companies, with the objective of complementing our portfolio, reinforcing our supply chain and expanding into new markets such as nuclear imaging and radiotherapy. Since then, we have effectively integrated these businesses, creating a global platform of ionizing radiation detection and measurement solutions.
Competition The global markets for our products and services are competitive and continually evolving. Within each of our operating segments, we encounter a variety of competitors, ranging from small independent companies providing niche solutions to larger multi-national corporations providing a broader set of products and services to our targeted end markets.
Within each of our operating segments, we encounter a variety of competitors, ranging from small independent companies providing niche solutions to larger multi-national corporations providing a broader set of products and services to our targeted end markets.
In order to comply with privacy and information security laws, we have confidentiality and information security standards and procedures in place for our business activities.
In order to comply with privacy and information security laws, we have confidentiality and information security standards and procedures in place for our 24 Table of Content s business activities.
Our products include arrays for machine and patient QA solutions, software platforms for centralized data analytics and data storage, lasers to align Linacs to patient or QA devices, and phantoms (devices to simulate the imaging and radiation dose absorption characteristics of human tissue) for machine and patient QA. • Nuclear Medicine and Medical Imaging : we provide solutions for patient dosing, imaging, diagnosis and radiopharmaceutical production and handling.
Our products include arrays for machine and patient QA solutions, software platforms for centralized data analytics and data storage, lasers to align Linacs to patient or QA devices, and phantoms (devices to simulate the imaging and radiation dose absorption characteristics of human tissue) for machine and patient QA.
As of December 31, 2022, we own approximately 72 issued U.S. utility patents, 68 issued foreign utility patents (including in Canada, the European Union, Russia, China and Japan), 7 pending U.S. utility non-provisional patent applications, 12 pending foreign utility patent applications (including in the European Union and France) including pending Patent Cooperation Treaty, or PCT, patent applications.
As of December 31, 2023, we own approximately 69 issued U.S. utility patents, 47 issued foreign utility patents (including in Canada, the European Union, Russia, China and Japan), 4 pending U.S. utility non-provisional patent applications, 10 pending foreign utility patent applications (including in the European Union and France) including pending Patent Cooperation Treaty, or PCT, patent applications.
Our Medical and Industrial segments are committed to both technology research and product development to fulfill their strategic objectives and are supported by our engineering and research and development organization consisting of about 135 software engineers, 276 scientists, technicians, and other engineers, representing approximately 14% of our total workforce, as of December 31, 17 2022.
Our Medical and Technologies segments are committed to both technology research and product development to fulfill their strategic objectives and are supported by our engineering and research and development organization consisting of about 150 software engineers, 292 scientists, technicians, and other engineers, representing approximately 15% of our total workforce, as of December 31, 2023.
We are also subject to a variety of U.S. federal and state employment and labor laws and regulations, including the Americans with Disabilities Act, the Federal Fair Labor Standards Act, the Worker Adjustment and Restructuring Notification Act, or "WARN Act", which requires employers to give affected employees at least 60 days’ notice of a plant closing or mass layoff, and other regulations related to working conditions, wage-hour pay, overtime pay, employee benefits, anti-discrimination and termination of employment.
We are also subject to a variety of U.S. federal and state employment and labor laws and regulations, including the Americans with Disabilities Act, the Federal Fair Labor Standards Act, the Worker Adjustment and Restructuring Notification Act, or "WARN Act", and other regulations related to working conditions, wage-hour pay, overtime pay, employee benefits, anti-discrimination and termination of employment.
Our marketing activities include participation in many trade shows worldwide across our defense, medical and nuclear end markets. We advertise in technical journals, publish articles in leading industry periodicals and utilize direct mail campaigns. Except when prevented by exceptional circumstances (for example, the COVID-19 crisis), we periodically host seminars and participate in trade shows.
Our marketing activities include participation in many trade shows worldwide across our defense, medical and nuclear end markets. We advertise in technical journals, publish articles in leading industry periodicals and utilize direct mail campaigns. We periodically host seminars and participate in trade shows.
This provides us with an opportunity to leverage our expertise and North American service experience, where we have demonstrated a strong track record of success, to expand market share in other geographies. • Expand into new end markets . We periodically review our adjacent markets and identify opportunities for expansion.
This provides us with an opportunity to leverage our expertise and North American service experience, where we have demonstrated a strong track record of success, to expand market share in other geographies.
The multi-jurisdictional legal and regulatory environments in which we operate are subject to extensive and changing laws and regulations administered by various national, regional and local governmental agencies both within and outside the United States. We are a federal government contractor and, as such, we are subject to Executive Order 11246 and other relevant laws and regulations.
The multi-jurisdictional legal and regulatory environments in which we operate are subject to extensive and changing laws and regulations administered by various national, regional and local governmental agencies both within and outside the United States.
Privacy and Information Security Laws In the ordinary course of our business, we collect, store, use transmit and otherwise process certain types of data, including personal information, which subjects us to certain privacy and information security laws in the United States and internationally, including, for example and depending on the particular activity, the EU General Data Protection Regulation ("GDPR") and the California Consumer Privacy Act of 2018 ("CCPA"), and other laws, rules and regulations designed to regulate the processing of personal information and for example reduce risks of identity theft.
Privacy and Information Security Laws In the ordinary course of our business, we collect, store, use, transmit and otherwise process certain types of data, including personal information, which subjects us to certain privacy and information security laws in the United States and internationally, including the EU General Data Protection Regulation ("EU GDPR"), as the GDPR as incorporated into the laws of the United Kingdom ("UK GDPR" together with EU GDPR, "GDPR") the California Consumer Privacy Act of 2018 ("CCPA"), and other laws, rules and regulations designed to regulate the processing of personal information.
We sell products and services for use in each of these types of installations at any stage of their life (construction, operation, decommissioning and dismantling), with commercial nuclear power reactors representing the majority of our sales into the nuclear end market.
We sell products and services for use in each of these types of installations at any stage of their life (construction, operation, decommissioning and dismantling), with commercial nuclear power reactors representing the majority of our sales into the nuclear end market. This market is segmented between new builds, installed base requesting upgrades/uprates/re-licensing, and decommissioning and dismantling.
In addition, annual or multi-year contracts are subject to rescheduling and cancellation by customers due to the long-term nature of the contracts.
Backlog can fluctuate significantly due to the timing of large project awards. In addition, annual or multi-year contracts are subject to rescheduling and cancellation by customers due to the long-term nature of the contracts.
Similarly, licenses for radioactive sources and materials are maintained at each of our international sites where such licenses are required, including in Belgium, China, Canada, Estonia, Finland, Germany, France, Japan and the Netherlands.
Similarly, licenses for radioactive sources and materials are maintained at each of our international sites where such licenses are required, including in Belgium, China, Canada, Estonia, Finland, Germany, France, Japan and the Netherlands. In most cases, our various sites (including our predecessors) have held, maintained and (where required) renewed their licenses for a decade or more.
Similar requirements apply in the UK. For access to the UK market, manufacturers must obtain a UKCA Certificate and affix a UKCA mark to their medical devices.
Similar requirements apply in the UK. For access to the UK market, manufacturers must obtain a UKCA Certificate and affix a UKCA mark to their medical devices. However, the CE mark will be accepted in the UK until July 1, 2023.
However, the CE mark will be accepted in the UK until July 1, 2023. 26 The standard by which conformity with applicable standards and directives is measured is dependent upon the type and class of the product, but normally involves a combination of self-assessment by the manufacturer and a third party assessment by a notified body.
The standard by which conformity with applicable standards and directives is measured is dependent upon the type and class of the product, but normally involves a combination of self-assessment by the manufacturer and a third party assessment by a notified body.
Medicines and Healthcare Products Regulatory Agency (the "MHRA"), and other foreign agencies, and accrediting bodies depending upon the type of operations we are conducting and the location of product distribution, manufacturing and sale. 25 Many of our products in the medical end market, for instance our nuclear medicine products for cardiology, oncology, endocrinology, diagnostic radiology and radiation therapy; imaging products in the form of positioning devices, ultrasound tables and MRI stretchers; and our energy measurement products, including radiation monitoring and measuring instruments, are classified as medical devices and are subject to restrictions under domestic and foreign laws, rules, regulations, self-regulatory codes, circulars, and orders, including, but not limited to, the U.S.
Many of our products in the medical end market, for instance our nuclear medicine products for cardiology, oncology, endocrinology, diagnostic radiology and radiation therapy; imaging products in the form of positioning devices, ultrasound tables and MRI stretchers; and our energy measurement products, including radiation monitoring and measuring instruments, are classified as medical devices and are subject to restrictions applicable to medical devices under domestic and foreign laws, rules, regulations, self-regulatory codes, circulars, and orders, including the U.S.
Intellectual Property The success of our business depends, in part, on our ability to maintain and protect our proprietary technologies, information, processes and know-how. We rely on a combination of intellectual property rights, including trade secrets, patents, copyrights and trademarks, as well as contractual protections, to protect our proprietary products, methods, documentation and other technology.
We rely on a combination of intellectual property rights, including trade secrets, patents, copyrights and trademarks, as well as contractual protections, to protect our proprietary products, methods, documentation and other technology.
For example, we created a new product called evrCAM to meet the needs of the radiation oncology market by leveraging our core technology from decades of experience in radiation tolerant cameras for the nuclear power industry. In addition, a component of our strategy is to continue to enhance products such as SunCHECK and SunScan in our Medical segment.
For example, we created a new product called evrCAM to meet the needs of the radiation oncology market by leveraging our core technology from decades of experience in radiation tolerant cameras for the nuclear power industry.
Our products in these fields focus on addressing the challenge that every cancer center worldwide faces in ensuring that the Oncologists prescriptions and intended doses are accurately, consistently, and safely delivered to their patients. • Cancer Diagnostics and Therapeutics Quality & Safety : we provide integrated solutions for independent quality management in the diagnosis and treatment of cancer.
Our products in these fields focus on addressing the challenge that every cancer center worldwide faces in ensuring that the Oncologists prescriptions and intended doses are accurately, consistently, and safely delivered to their patients.
Employees undergo regular health and safety training to ensure compliance with, and communication of, safety policies and procedures. Occupational health and safety incidents are reported to our Conduct, Compliance and Ethics Committee, which monitors safety performance across the Company. We are continuously assessing risk and looking to improve our processes in an effort to prevent safety incidents.
Employees undergo regular health and safety training to ensure compliance with, and communication of, safety policies and procedures. Occupational health and safety incidents are reported to our Risk Management Committee (f/k/a Conduct, Compliance and Ethics Committee), which monitors safety performance across the Company.
Further, the MDR came into effect in the European Union on May 26, 2021, which requires us to obtain certification against the MDR to include a CE mark on new products, or make significant changes to existing products.
Further, the MDR came into effect in the European Union on May 26, 2021, which requires us to obtain certification against the MDR to include a CE mark on new products, or make significant changes to existing products. We are subject to additional regulations in other foreign countries, including the United Kingdom and the EU to sell our products.
Taken together, these threats have the potential to cause significant human casualties and economic loss. As a result, militaries, civil defense and other security organizations have bolstered investment in the prevention and detection of radiological threats as well as in technologies capable of detecting and monitoring radiation levels in the aftermath of radiological attack.
The proliferation of global security threats has reached a significant level and as a result, militaries, civil defense and other security organizations have bolstered investment in the prevention and detection of radiological threats as well as in technologies capable of detecting and monitoring radiation levels in the aftermath of radiological attack.
Those laws generally prohibit any person or company from making payments to any “foreign official” for the purpose of obtaining or retaining business or obtaining any other unfair or improper advantage.
Those laws generally prohibit any person or company from making payments to any “foreign official” for the purpose of obtaining or retaining business or obtaining any other unfair or improper advantage. Violations of the FCPA are punishable by criminal and civil fines and imprisonment and disgorgement of revenues derived from improper conduct.
Our products include our range of dose calibrators, radiation shielding, phantoms for quality assurance, phantoms, thyroid uptake systems, lung scan ventilation systems, ultrasound tables, C-Arm tables and accessories. • Dosimetry Services : our product offering is an information service, which provides environmental radiation monitoring services, as well as an official dose of record to employers and occupationally exposed radiation workers, enhancing the effectiveness and efficiency of radiation safety programs at practitioner sites.
Dosimetry Services : our product offering is an information service, which provides environmental radiation monitoring services, as well as an official dose of record to employers and occupationally exposed radiation workers, enhancing the effectiveness and efficiency of radiation safety programs at practitioner sites.
Our operations outside the United States are subject to similar, and sometimes more stringent, laws and regulations. For example, an EU directive relating to the restriction of hazardous substances in electrical and electronic equipment, or RoHS directive, and a directive relating to waste electrical and electronic equipment, or WEEE directive, have been implemented in EU member states.
For example, an EU directive relating to the restriction of hazardous substances in electrical and electronic equipment, or RoHS directive, and a directive relating to waste electrical and electronic equipment, or WEEE directive, have been implemented in EU member states. China and South Korea and certain other jurisdictions have laws similar to the RoHS and WEEE directives.

… 168 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

149 edited+59 added−290 removed130 unchanged
Biggest changeRisk Factors” in this Annual Report on Form 10-K, as well as the other information in this Annual Report on Form 10-K and the other filings that we make with the SEC. • We have incurred operating losses in the past and expect to incur operating losses in the future. • Our results of operations may fluctuate significantly, which could make our future results difficult to predict and could cause our results of operations to fall below expectations. • The military conflict between Russia and Ukraine and the sanctions imposed as a result have adversely affected and may further adversely affect our business, results of operations, and financial condition. • Accidents involving nuclear power facilities, including but not limited to events similar to Fukushima, or terrorist acts or other high profile events involving radioactive materials could materially and adversely affect our 28 customers and the markets in which we operate and increase regulatory requirements and costs that could in turn materially and adversely affect our business. • The extent to which our business will be adversely affected by COVID-19 or other health epidemics, pandemics and similar outbreaks is highly uncertain and cannot be predicted. • If we or our suppliers experience supply shortages, such as the ongoing shortage of semiconductors, or prices of commodities or components that we use in our operations increase, our results of operations could be materially and adversely affected. • If we are unable to develop new products or enhance existing products to meet our customers’ needs and compete favorably in the market, we may be unable to attract or retain customers. • We operate in highly competitive markets and in some cases compete against larger companies with greater financial resources. • Our customers may reduce or halt their spending on our products and services. • Our sales cycles in certain end markets can be long and unpredictable. • We have made and continue to make acquisitions, investments and divestitures that involve numerous risks and uncertainties. • Certain of our products require the use of radioactive sources or incorporate radioactive materials, which subject us and our customers to regulations, related costs and delays and potential liabilities for injuries or violations of environmental, health and safety laws. • We have, and we intend to continue pursuing, fixed-price contracts.
Biggest changeRisks Related to Our Business and Industry • We have incurred operating losses in the past and expect to incur operating losses in the future and we may not be able to achieve or maintain profitability. • Our results of operations may fluctuate significantly, which could make our future results difficult to predict and could cause our results of operations to fall below expectations. • The military conflict between Russia and Ukraine and the sanctions imposed as a result have adversely affected and may further adversely affect our business, results of operations, and financial condition. • We operate in an industry where the risks associated with radioactive materials and the public perception of nuclear energy could materially and adversely affect our customers and the markets in which we operate, increase regulatory requirements and costs. • We have made and continue to make acquisitions, investments and divestitures that involve certain risks and uncertainties. • We derive a significant portion of our revenue from international sales and our operations in foreign countries are subject to political, economic, legal and other risks, which could materially and adversely affect us. • We derive a material portion of our revenue from contracts with governmental customers or their contractors and such customers may be subject to reduced spending levels from government budgets. • Issues raised by the use of Artificial Intelligence and machine learning in our operations may subject us to new or heightened legal, regulatory, ethical or other concerns and result in liability or reputational harm.
If we cannot purchase sufficient products at competitive prices and quality and on a timely enough basis to meet increasing demand, we may not be able to satisfy market demand, product shipments may be delayed, our costs may increase, or we may breach our contractual commitments and incur liabilities or be subject to litigation.
If we cannot purchase sufficient products at competitive prices and quality on a timely enough basis to meet increasing demand, we may not be able to satisfy market demand, product shipments may be delayed, our costs may increase, or we may breach our contractual commitments and incur liabilities or be subject to litigation.
We do not currently purchase forward contracts to hedge against the risks associated with fluctuations in exchange rates. Changes in our effective tax rate, including as a result of changes in law or recent changes in our organizational structure, or adverse outcomes resulting from examination of our income tax returns, could materially and adversely affect our results of operations.
We do not currently purchase forward contracts to hedge against the risks associated with fluctuations in exchange rates. Fluctuations in our effective tax rate, including as a result of changes in law or recent changes in our organizational structure, or adverse outcomes resulting from examination of our income tax returns, could materially and adversely affect our results of operations.
In addition, we may redeem the outstanding warrants, in whole and not in part, at a price of $0.10 per warrant provided that: • holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock provided for in the warrant agreement; 60 • if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.
In addition, we may redeem the outstanding warrants, in whole and not in part, at a price of $0.10 per warrant provided that: • holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock provided for in the warrant agreement; • if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.
Our indebtedness could have important consequences to us, including: • requiring us to dedicate a significant portion of our cash flows from operations to the payment of interest and principal on our debt, which would reduce the funds available to us for our working capital, capital expenditures, acquisitions and other general corporate requirements; • increasing our vulnerability to adverse changes in general economic, industry and competitive conditions; • limiting our flexibility in planning for, or reacting to, changes in our business and industry; 55 • placing us at a competitive disadvantage compared to our competitors with less indebtedness or more liquidity; • limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes; and • exposure to market conditions impact on our variable interest rate debt and increasing our borrowing costs.
Our indebtedness could have important consequences to us, including: • requiring us to dedicate a significant portion of our cash flows from operations to the payment of interest and principal on our debt, which would reduce the funds available to us for our working capital, capital expenditures, acquisitions and other general corporate requirements; • increasing our vulnerability to adverse changes in general economic, industry and competitive conditions; • limiting our flexibility in planning for, or reacting to, changes in our business and industry; • placing us at a competitive disadvantage compared to our competitors with less indebtedness or more liquidity; • limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes; and • exposure to market conditions impact on our variable interest rate debt and increasing our borrowing costs.
The decentralization of our organization structure necessarily places significant control and decision-making powers in the hands of local management, which presents certain risks, including the risk that we may be slower to detect or react to compliance-related matters, that “company-wide” business initiatives may be more challenging or costly to implement, and 38 the risk of noncompliance or failures is higher than they may be in a more centralized operating environment.
The decentralization of our organization structure necessarily places significant control and decision-making powers in the hands of local management, which presents certain risks, including the risk that we may be slower to detect or react to compliance-related matters, that “company-wide” business initiatives may be more challenging or costly to implement, and the risk of noncompliance or failures is higher than they may be in a more centralized operating environment.
Our failure to take prompt and satisfactory corrective action in response to an adverse inspection or our failure to 43 comply with applicable regulatory requirements and standards could result in enforcement actions, including a shutdown of our manufacturing operations, a recall of our products, civil or criminal penalties, or other sanctions, which would cause our sales and business to suffer.
Our failure to take prompt and satisfactory corrective action in response to an adverse inspection or our failure to comply with applicable regulatory requirements and standards could result in enforcement actions, including a shutdown of our manufacturing operations, a recall of our products, civil or criminal penalties, or other sanctions, which would cause our sales and business to suffer.
The majority of our products designed to detect, quantify and analyze ionizing radiation require the use of radioactive sources for testing and calibration. The required radioactive sources, or other sources of ionizing radiation, e.g., X-ray machines, are held by our facilities performing these tests and calibrations. Our customers hold equivalent sources for 36 ongoing testing and re-calibration.
The majority of our products designed to detect, quantify and analyze ionizing radiation require the use of radioactive sources for testing and calibration. The required radioactive sources, or other sources of ionizing radiation, e.g., X-ray machines, are held by our facilities performing these tests and calibrations. Our customers hold equivalent sources for ongoing testing and re-calibration.
After a product is placed in the market, we are also subject to oversight by the FDA and Federal Trade Commission related to the advertising and promotion of our 52 products to ensure our claims are consistent with our regulatory clearances, that there is scientific data to substantiate our claims, and that our advertising is not false or misleading.
After a product is placed in the market, we are also subject to oversight by the FDA and Federal Trade Commission related to the advertising and promotion of our products to ensure our claims are consistent with our regulatory clearances, that there is scientific data to substantiate our claims, and that our advertising is not false or misleading.
In France, the prior approval 61 from the French Minister of Economy is required if a non-EU investor exceeds, directly or indirectly, 25% of the voting rights of the French entities of the company following the investment or, for an EU non-French investor, in case of acquisition of control, direct or indirect, of the French entities.
In France, the prior approval from the French Minister of Economy is required if a non-EU investor exceeds, directly or indirectly, 25% of the voting rights of the French entities of the company following the investment or, for an EU non-French investor, in case of acquisition of control, direct or indirect, of the French entities.
We do not control our suppliers, customers or business partners, and facts or circumstances that may occur as a result of their actions or omissions could harm our reputation and sales. 51 We do not control our suppliers, customers or partners, or their environmental or other practices.
We do not control our suppliers, customers or business partners, and facts or circumstances that may occur as a result of their actions or omissions could harm our reputation and sales. We do not control our suppliers, customers or partners, or their environmental or other practices.
While the specific process and criteria for receiving a license differ from jurisdiction to jurisdiction, it generally involves policies and procedures designed to ensure worker, workplace and public safety, including emergency plans; setting forth the proper handling, control and security of radioactive sources or materials on site; detailing any disposal or decommissioning considerations; and adequately training personnel at the site in proper access to, and handling of, radioactive sources or materials.
While the specific process and criteria for receiving a license differ from jurisdiction to jurisdiction, it generally involves policies and procedures designed to ensure worker, workplace and public safety, including emergency plans; setting forth the proper handling, control and security of radioactive sources or materials on site; detailing any disposal or decommissioning considerations, including financial assurance for decommissioning; and adequately training personnel at the site in proper access to, and handling of, radioactive sources or materials.
Our business is subject to extensive regulation by various federal, state, and local governmental agencies in the United States and all other countries in which we conduct business, including with respect to radioactive material exposure, antitrust, occupational safety, food and drug, medical device and other applicable healthcare and laboratory regulations, import and export controls, and labor and employment regulations.
Our business is subject to extensive regulation by various federal, state, and local governmental agencies in the United States and all other countries in which we conduct business, including with respect to radioactive material exposure, antitrust, environmental, health and occupational safety, food and drug, medical device and other applicable healthcare and laboratory regulations, import and export controls, and labor and employment regulations.
If our cost estimates for a contract are inaccurate or if we do not execute the contract within our 37 cost estimates, we may incur losses or the contract may not be as profitable as we expected.
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.
Such laws impact our sales, marketing and other promotional activities by reducing the types of financial arrangements we may have with our customers, potential customers, marketing consultants and other service providers. They particularly impact how we structure our sales offerings, including discount practices, customer support, product loans, education and training programs, physician consulting, research grants and other service arrangements.
Such laws impact our sales, marketing and other promotional activities by limiting the types of financial arrangements we may have with our customers, potential customers, marketing consultants and other service providers. They particularly impact how we structure our sales offerings, including discount practices, customer support, product loans, education and training programs, physician consulting, research grants and other service arrangements.
Our customers rely significantly on reimbursement from public and private third-party payers procedures utilizing our radiation oncology and other medical products.
Our customers rely significantly on reimbursement from public and private third-party payers for procedures utilizing our radiation oncology and other medical products.
Our failure to protect health information received from customers in compliance with HIPAA or other laws could subject us to civil and criminal liability to the government and civil liability to the covered entity, could result in adverse publicity, and could harm our business and impair our ability to attract new customers.
Our failure to protect health information received from customers in compliance with HIPAA or other laws could subject us to civil and criminal liability to the government and civil liability to the covered entity, could result in adverse publicity, and could harm our business and financial condition and impair our ability to attract new customers.
Outstanding warrants to purchase an aggregate of 27,249,879 shares of our Class A common stock (including 18,749,879 public warrants and 8,500,000 private placement warrants) are exercisable. The exercise price of these warrants is $11.50 per share.
Outstanding warrants to purchase an aggregate of 27,249,779 shares of our Class A common stock (including 18,749,779 public warrants and 8,500,000 private placement warrants) are exercisable. The exercise price of these warrants is $11.50 per share.
In addition to such anti-kickback laws, federal and state “false claims” laws generally prohibit the knowing filing or causing the filing of a false claim, or the knowing use of false statements to obtain payment from government payers. We are also subject to federal and state physician self-referral laws.
In addition to such laws, federal and state “false claims” laws generally prohibit the knowing filing or causing the filing of a false claim, or the knowing use of false statements to obtain payment from government payers. We are also subject to federal and state physician self-referral laws.
Customers often acquire the radioactive sources directly from third party providers but may also purchase the sources from us as accessory to the product. Certain of our reactor instrumentation and control equipment and systems in our Industrial segment incorporate radioactive materials.
Customers often acquire the radioactive sources directly from third party providers but may also purchase the sources from us as accessory to the product. Certain of our reactor instrumentation and control equipment and systems in our Technologies segment incorporate radioactive materials.
In order to market our products internationally, we must obtain licenses or approvals from these governmental agencies, which could include local requirements, safety standards, testing or certifications, and can be time consuming, burdensome and uncertain.
In order to market our products internationally, we must obtain licenses or approvals from these governmental agencies, which could include local requirements, safety standards, testing or certifications, and this process can be time consuming, burdensome and uncertain.
We are subject to federal, state, local and international laws and regulations related to healthcare, the violation of which could result in substantial penalties and harm our business in the medical end market. Our operations are subject to several laws and regulations governing interactions with healthcare providers.
We are subject to federal, state, local and international laws and regulations related to healthcare, the violation of which could result in substantial penalties and harm our business in the medical end market. Our operations are subject to numerous laws and regulations governing interactions with healthcare providers.
Anti-takeover provisions contained in our Charter and Bylaws, as well as provisions of Delaware law, could impair a takeover attempt. Our Charter and Bylaws contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.
Anti-takeover provisions contained in our Charter and Bylaws, as well as provisions of Delaware law, could impair or delay a takeover attempt. Our Charter and Bylaws contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.
In addition, many of our products and services, particularly those offered by our Medical segment, must be certified by the National Voluntary Laboratory Accreditation Program in the United States and by other governmental agencies in international markets.
In addition, many of our products and services, particularly those offered by our Medical segment, must be certified by the National Voluntary Laboratory Accreditation Program and/or the FDA in the United States and by other governmental agencies in international markets.
Our ability to grow our business through acquisitions and investments is subject to numerous risks, including competition for attractive or promising businesses or assets, the need to finance such transactions through cash on hand or debt, equity or equity-linked financing, and the need to secure required governmental approvals under antitrust and competition laws in the United States and worldwide.
Our ability to grow our business through acquisitions and investments is subject to numerous risks, including competition for attractive or promising businesses or assets, the need to finance such transactions through cash on hand or debt, equity or equity-linked financing, and the need to secure required governmental approvals under antitrust, competition and foreign direct investment laws in the United States and worldwide.
Our ability to commercialize our products successfully and increase market acceptance of our products will depend in significant part on the extent to which public and private third-party payers provide adequate coverage and reimbursement for procedures that are performed with our products and the extent to which patients that are treated by our products continue to be covered by health insurance.
Our ability to commercialize our products successfully and increase market acceptance of our products depends in significant part on the extent to which public and private third-party payers provide adequate coverage and reimbursement for procedures that are performed with our products and the extent to which patients that are treated by our products continue to be covered by health insurance.
Revenue generated from outside of North America accounted for approximately 36%, 40%, 36%, and 45% of our net sales for the year ended December 31, 2022, the Successor Period from October 20, 2021 through December 31, 2021, the Predecessor Stub Period from July 1, 2021 through October 19, 2021, and in our fiscal year ending June 30, 2021 ("fiscal 2021"), respectively, and approximately 48% of our net sales in our fiscal year ended June 30, 2020.
Revenue generated from outside of North America accounted for approximately 36%, 36%, 40%, 36%, and 45% of our net sales for the year ended December 31, 2023, the year ended December 31, 2022, the Successor Period from October 20, 2021 through December 31, 2021, the Predecessor Stub Period from July 1, 2021 through October 19, 2021, and in our fiscal year ending June 30, 2021 ("fiscal 2021"), respectively.
Noncompliance with applicable regulations could subject us to investigations, sanctions, enforcement actions, damages, fines, civil and criminal penalties, injunctions or debarment from government contracting or subcontracting.
Noncompliance with applicable regulations could subject us to investigations, sanctions, prosecution, enforcement actions, damages, fines, civil and criminal penalties, settlements, injunctions or debarment from government contracting or subcontracting.
Redemption of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.
Redemption of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you 46 Table of Content s might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.
Any actual or perceived failure to comply with evolving data privacy and data security laws and regulations in the jurisdictions where we operate, both inside and outside of the United States, could lead to government enforcement actions (which could include civil or criminal penalties), private litigation or adverse publicity and could materially and adversely affect our business.
Any actual or perceived failure to comply with evolving data privacy and data security laws and regulations in the jurisdictions where we operate, both inside and outside of the United States, could lead to government enforcement 39 Table of Content s actions (which could include civil or criminal penalties), private litigation or adverse publicity and could materially and adversely affect our business.
You should also carefully consider the following risk factors in addition to the other information contained in this Annual Report on form 10-K, including Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Notes to Consolidated Financial Statements” of Part II, Item 8 “Financial Statements and Supplementary Data.” However, the selected risks described below are not the only risks we face.
You should also carefully consider the following risk factors in addition to the other information contained in this Annual Report on form 10-K, including Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Notes to Consolidated Financial Statements” of Part II, Item 8 “Financial Statements and Supplementary Data.” However, the risks described below are not the only risks we face but represent the risks we believe are material.
For example, in fiscal 2022, approximately 31% of our sales were denominated in euros, 3% in pounds sterling, 2% in Japanese yen and 2% in Canadian dollars.
For example, in fiscal 2023, approximately 31% of our sales were denominated in euros, 3% in pounds sterling, 2% in Japanese yen and 2% in Canadian dollars.
Legal and Regulatory Risks We are subject to, or may otherwise be impacted by, a variety of federal, state, local and foreign laws and regulatory regimes, including governmental export and import controls, sanctions and anti-corruptions laws.
Legal and Regulatory Risks We are subject to, or may otherwise be impacted by, a variety of federal, state, local and foreign laws and regulatory regimes, including anti-corruption laws, environmental laws, governmental export and import controls, and sanctions.
Failure to comply with such laws and regulations could subject us to, among other things, penalties and legal expenses which could materially and adversely affect our business, results of operations and financial condition.
Failure to comply with such laws and regulations could subject us to, among other things, penalties and legal expenses which could materially and adversely affect our business, results of operations, revenue, supply chain and financial condition.
While we have policies and procedures to address compliance with these laws, we cannot assure you that they will be effective, or that all of our employees, representatives, contractors, channel partners, agents, intermediaries, or other third parties have not taken, or will not take actions, in violation of our policies and applicable law, for which we may be ultimately held responsible.
While we have policies and procedures to address compliance with these laws, we cannot assure you that they will be effective, or that all of our employees, representatives, contractors, and third parties have not taken, or will not take actions, in violation of our policies and applicable law, for which we may be ultimately held responsible.
The functioning of our analytics applications and our ability to perform analytics services is predicated on our ability to establish interfaces that download the relevant data from these third party source systems on a repeated basis and in a reliable manner.
The functioning of our analytics applications and our ability to perform analytics services is predicated on our ability to 42 Table of Content s establish interfaces that download the relevant data from these third party source systems on a repeated basis and in a reliable manner.
For the year ended December 31, 2022, the period from October 20, 2021 through December 31, 2021 (the “Successor Stub Period”), the period from July 1, 2021 through October 19, 2021 (the “Predecessor Stub Period”), and the fiscal years ended June 30, 2021 and June 30, 2020, we experienced net losses of $288.4 million, $23.0 million, $105.7 million, $158.4 million, and $119.1 million, respectively.
For the year ended December 31, 2023, the year ended December 31, 2022, the period from October 20, 2021 through December 31, 2021 (the “Successor Stub Period”), the period from July 1, 2021 through October 19, 2021 (the “Predecessor Stub Period”), and the fiscal year ended June 30, 2021, we experienced net losses of $98.7 million, $288.4 million, $23.0 million, $105.7 million, and $158.4 million, respectively.
Section 170 of the AEA, which is known as the Price-Anderson Act, supports the nuclear services industry by offering broad indemnification for third-party public liability claims arising from a nuclear accident occurring at any commercial NPP in the United States.
Section 170 of the AEA, which is known as the Price-Anderson Act, supports the nuclear services industry by offering financial protection through nuclear liability insurance and broad indemnification for third-party public liability claims arising from a nuclear accident occurring at any commercial NPP in the United States.
For example, the typical sales cycle for products whose procurement relates to the construction of new, or the refurbishment of existing, NPPs ranges from 12 to 36 months and has, in some cases, extended up to 60 months or 34 more.
Our sales cycle for products whose procurement relates to the construction of new, or the refurbishment of existing, NPPs ranges from 12 to 36 months and has, in some cases, extended up to 60 months or more.
The price of our Class A common stock and our warrants may fluctuate due to a variety of factors, including: • changes in the industries in which we and our customers operate; • developments involving our competitors; • changes in laws and regulations affecting our business; • variations in our operating performance and the performance of our competitors in general; • actual or anticipated fluctuations in our quarterly or annual operating results; • publication of research reports by securities analysts about us, our competitors or our industry; • the public's reaction to our press releases, our other public announcements and our filings with the SEC; • actions by stockholders, including the sale by any of our principal stockholders of any of their shares of our Class A common stock; • the potential sales of 18,750,000 founder shares outstanding as of December 31, 2022 upon the satisfaction of certain vesting requirements; • the issuance and potential sales of 8,040,540 shares of our Class A common stock upon the redemption of 8,040,540 shares of Class B common stock of Mirion IntermediateCo, Inc.
The price of our Class A common stock and our warrants may fluctuate due to a variety of factors, including: • changes in the industries in which we and our customers operate; • developments involving our competitors; • changes in laws and regulations affecting our business; • variations in our operating performance and the performance of our competitors in general; • actual or anticipated fluctuations in our quarterly or annual operating results; • publication of research reports by securities analysts about us, our competitors or our industry; • the public's reaction to our press releases, our other public announcements and our filings with the SEC; 44 Table of Content s • actions by stockholders, including the sale by any of our principal stockholders of any of their shares of our Class A common stock; • the potential sales of 18,750,000 founder shares outstanding as of December 31, 2023 upon the satisfaction of certain vesting requirements; • the issuance and potential sales of 7,787,333 shares of our Class A common stock upon the redemption of 7,787,333 shares of Class B common stock of Mirion IntermediateCo, Inc.
Failure to comply can result in monetary penalties. In addition, we are subject to similar state and foreign laws related to the tracking and reporting of payments and other transfers of value to healthcare professionals, the violation of which could, among other things, result in civil monetary penalties and adversely impact our reputation and business.
In addition, we are subject to similar state and foreign laws related to the tracking and reporting of payments and other transfers of value to healthcare professionals, the violation of which could, among other things, result in civil monetary penalties and adversely impact our reputation and business and financial condition.
Our products and services involve the detection and monitoring of radiation and are crucial components of the safety measures employed with respect to ionizing radiation. In the medical end market, our products and services are often used, for example, to ensure that radiation oncology patients receive accurate doses of radiation.
Our products and services involve the detection and monitoring of radiation and are crucial components of the safety measures employed with respect to ionizing radiation. In the medical end market, our products and services are often used, for example, to ensure that radiation oncology patients receive accurate doses of radiation. We are committed to upholding high standards for our products.
Summary of Principal Risk Factors Below is a summary of some of the risks that we face. This summary is not complete, and should be read together with the entire section titled “Part I, Item 1A.
Summary of Risk Factors Below is a summary of some of the risks that we face. This summary should be read together with the entire section titled “Part I, Item 1A.
The broader consequences of this conflict cannot be predicted, nor can we predict the conflict's ultimate impact on the global economy or our business, results of operations, and financial condition.
The broader consequences of the conflict between Russia and Ukraine cannot be predicted, nor can we predict the conflict's ultimate impact on the global economy or our business, results of operations, and financial condition.
Our operations, and the operations of our suppliers, distributors or customers, could be subject to natural and man made disasters other business disruptions as well as the impact of climate change, any of which could materially and adversely affect our business and increase our expenses.
Our operations, and the operations of our suppliers, distributors or customers, could be subject to natural and man made disasters, other business disruptions as well as the impact of governmental actions and regulations in response to climate change, any of which could materially and adversely affect our business and increase our expenses.
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worth less.
If any of these events were to occur, our ability to introduce new or enhanced products in a timely manner would be adversely affected, which in turn would harm our future growth.
If any of these events were to occur, our ability to introduce new or enhanced products would be adversely affected, which in turn would also harm our future growth.
As of December 31, 2022, we had $821.7 million aggregate principal amount of indebtedness outstanding under our senior secured term loan facility (the “Term Loan Facility”) and there is additional availability under our senior secured revolving facility (the “Revolving Facility” and, together with the Term Loan Facility, the “Credit Facilities”) of up to $90.0 million.
As of December 31, 2023, we had $694.6 million aggregate principal amount of indebtedness outstanding under our senior secured term loan facility (the “Term Loan Facility”) and there is additional availability under our senior secured revolving facility (the “Revolving Facility” and, together with the Term Loan Facility, the “Credit Facilities”) of up to $90.0 million.
Any recall could divert management’s attention, cause us to incur significant expenses, generate negative publicity, harm our reputation with customers, negatively affect our future sales and business, require redesign of our products, and harm our operating results. In these circumstances, we may also be subject to significant enforcement action.
Any recall could divert management’s attention, cause us to incur significant expenses, generate negative publicity, harm our reputation with regulators and customers, negatively affect our future sales and business, require redesign of our products, and harm our business, financial condition and operating results. In these circumstances, we may also be subject to 41 Table of Content s significant enforcement action.
These divestitures similarly require a significant investment of time and resources, may disrupt our business, may not close on the expected timing or at all, distract management from other responsibilities and may result in losses on disposal or continued financial involvement in the divested business, including through indemnification, guarantee or other financial arrangements, for a period of time following the transaction, which would adversely impact our business, results of operations and financial condition.
Divestitures similarly require a significant investment of time and resources, may disrupt our business, may not close on the expected timing or at all, distract management from other responsibilities and may result in losses on disposal or continued financial involvement in the divested business, including through indemnification, guarantee or other financial arrangements, for a period of time following the transaction.
In addition, up to 8,040,540 shares of Class A common stock may be issued in connection with the redemption of IntermediateCo Class B common stock and up to 18,750,000 founder shares may vest and become unrestricted upon the occurrence of certain vesting requirements.
In addition, up to 7,787,333 shares of Class A common stock may be issued in connection with the redemption of IntermediateCo Class B common stock and up to 18,750,000 founder shares may vest and become unrestricted upon the occurrence of certain vesting requirements.
Our ability to compete successfully and achieve future growth will depend on our ability to obtain, maintain, protect, defend and enforce our intellectual property and to operate without infringing, misappropriating or otherwise violating the intellectual property of others. Our intellectual property, including our design, engineering, manufacturing and testing know-how, is an essential asset of our business.
Our ability to compete successfully and achieve future growth will depend on our ability to obtain, maintain, protect, defend and enforce our intellectual property and to operate without infringing, misappropriating or otherwise violating the intellectual property of others. Our intellectual property is an essential asset of our business.
If these or other suppliers encounter financial, operating, quality, or other issues or if our relationship with them changes, including as a result of contractual disputes, we might not be able to quickly establish or qualify replacement sources of supply.
If these or other suppliers encounter financial, operating, quality, or other issues or if our relationship with them changes, we might not be able to quickly establish or qualify replacement sources of supply.
Even if we are granted regulatory clearances or approvals, they may include significant limitations on the indicated uses of the product, which may limit the market for those products, and how those products can be promoted. Medical devices may only be marketed for the indications for which they are approved or cleared.
Even if we are granted regulatory clearances or approvals, they may include significant limitations on the indicated uses of the product, which may limit the market for those products and how those products can be promoted.
Under these contracts, we perform our services and provide our products at a fixed price. 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. We have in the past experienced unanticipated cost overruns on some of our fixed-price 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. We have in the past experienced unanticipated cost overruns on some of our fixed-price contracts.
We have established relationships with some of our third-party sales representatives recently, and we are unable to predict the extent to which our third-party sales representatives will be successful in marketing and selling our products and services.
We derive a significant portion of our revenue from sales through third-party sales representatives. We have established relationships with some of our third-party sales representatives recently, and we are unable to predict the extent to which our third-party sales representatives will be successful in marketing and selling our products and services.
Many of our products, particularly those offered by our Industrial segment, are subject to various domestic and international standards and are subject to product testing under extreme temperature, pressure, radiation and seismic conditions, known collectively as a qualification, for any given nuclear reactor design.
We and our customers operate in a highly regulated environment. Many of our products, particularly those offered by our Technologies segment, are subject to various domestic and international standards and are subject to product testing under extreme temperature, pressure, radiation and seismic conditions, known collectively as a qualification, for any given nuclear reactor design.
Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. We have not and may not pay cash dividends for the foreseeable future.
Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.
We monitor developments in climate change-related laws, regulations and policies for their potential effect on us, however, we currently are not able to accurately predict the materiality of any potential costs associated with such developments. Our management has limited experience in operating a public company.
We monitor developments in climate change-related laws, regulations and policies for their potential effect on us, however, we currently are not able to accurately predict the materiality of any potential costs associated with such developments.
In addition, the regulatory framework for the handling of personal and confidential information is rapidly evolving and is likely to remain uncertain for the foreseeable future as new privacy laws are being enacted globally and existing laws are being updated and strengthened. These regulations include the California Consumer Privacy Act (“CCPA”) and California Privacy Rights Act (“CPRA”).
In addition, the regulatory framework for the handling of personal and confidential information is rapidly evolving and is likely to remain uncertain for the foreseeable future as new privacy laws are being enacted globally and existing laws are being updated and strengthened.
ITEM 1A. RISK FACTORS An investment in our securities involves a high degree of risk. You should carefully consider the following risk factors, together with all of the other information included in this Annual Report on Form 10-K, before making an investment decision.
You should carefully consider the following risk factors, together with all of the other information included in this Annual Report on Form 10-K, before making an investment decision.
While we believe the risk of a court declining to enforce these forum selection clauses is low, if a court were to determine a forum selection clause to be inapplicable or unenforceable in an action, we may incur additional costs in conjunction with our efforts to resolve the dispute in an alternative jurisdiction, which could have a negative impact on our business, results of operations and financial condition. 62 We may be subject to securities litigation, which is expensive and could divert management attention and result in significant legal expenses and settlement or damage awards.
While we believe the risk of a court declining to enforce these forum selection clauses is low, if a court were to determine a forum selection clause to be inapplicable or unenforceable in an action, we may incur additional costs in conjunction with our efforts to resolve the dispute in an alternative jurisdiction, which could have a negative impact on our business, results of operations and financial condition.
In addition, our operating results may be difficult to compare with our results for prior periods due to our recent change in fiscal year end from June 30 to December 31.
This has caused our results of operations to fluctuate. In addition, our operating results may be difficult to compare with our results for prior periods due to our change in fiscal year end from June 30 to December 31.
While we have attempted to secure appropriate insurance coverage at a reasonable cost, we do not insure against all risks and a claim can exceed the limits of our policies. We cannot assure you that our insurers will pay a particular claim, or that we will be able to maintain coverage at reasonable rates in the future, or at all.
While we have attempted to secure appropriate insurance coverage at a reasonable cost, we do not insure against all risks, cannot assure you that our insurers will pay a particular claim, or that we will be able to maintain coverage at reasonable rates in the future, or at all. We may also be subject to significant deductibles.
Our use of “open source” software could negatively affect our ability to sell our products and subject us to possible litigation. A portion of our products incorporate so-called “open source” software, and we may incorporate additional open source software in the future.
Any of these results would materially and adversely affect our business, results of operations and financial condition. Our use of “open source” software could negatively affect our ability to sell our products and subject us to possible litigation. A portion of our products incorporate so-called “open source” software, and we may incorporate additional open source software in the future.
If we become subject to government enforcement actions, or any governmental sanctions are imposed, or if we do not prevail in any civil or criminal litigation, our business, results of operations and financial condition could be materially and adversely affected. In addition, responding to any action could be costly and result in a significant diversion of management’s attention and resources.
If we become subject to government enforcement actions, or any governmental sanctions are imposed, or if we do not prevail in any civil or criminal litigation, our business, results of operations and financial condition could be materially and adversely affected.
Our effective tax rate could be adversely affected by several factors, many of which are outside of our control, including: • earnings being lower than anticipated in countries where we are taxed at lower rates or other shifts in the mix of pre-tax profits and losses from one jurisdiction to another; • our inability to use tax credits; • changing tax laws or related interpretations, accounting standards and regulations and interpretations in multiple tax jurisdictions in which we operate; • an increase in expenses not deductible for tax purposes, including certain share-based compensation expense and impairment of goodwill; • the tax effects of purchase accounting for acquisitions and restructuring charges and other discrete recognition of taxable events and exposures that may cause fluctuations between reporting periods; • changes related to our ability to ultimately realize future benefits attributed to net operating loss and other carryforwards included in our deferred tax assets; • tax assessments resulting from income tax audits or any related tax interest or penalties that would affect our income tax expense for the period in which the settlements take place; and • a change in our decision to indefinitely reinvest foreign earnings.
Our effective tax rate could be adversely affected by several factors, many of which are outside of our control, including: • a change in the mix of our profitability from jurisdiction to jurisdiction; • our inability to use tax credits; • changing tax laws or related interpretations, accounting standards and regulations and interpretations in multiple tax jurisdictions in which we operate; • an increase in expenses not deductible for tax purposes, including certain share-based compensation expense and impairment of goodwill; • the tax effects of purchase accounting for acquisitions and restructuring charges and other discrete recognition of taxable events and exposures that may cause fluctuations between reporting periods; • changes related to our ability to ultimately realize future benefits attributed to net operating loss and other carryforwards included in our deferred tax assets; • the results of examinations and audits of our tax filings; and • a change in our decision to indefinitely reinvest foreign earnings.
We are subject to a variety of import laws, export controls and economic sanctions laws and regulations, including rule changes, and evolving enforcement practices.
Many of our products are controlled items under export control laws and regulations and we are subject to a variety of import laws, export controls and economic sanctions laws and regulations, including rule changes, and evolving enforcement practices.
If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our products that contained the open source software and required to comply with the foregoing conditions, which could disrupt the distribution and sale of some of our products and adversely affect our business, results of operations and financial condition. 50 Our obligations to indemnify our customers for the infringement, misappropriation or other violation by our products of the intellectual property rights of others could require us to pay substantial damages and impose other costs and fees.
If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our products that contained the open source software and required to comply with the foregoing conditions, which could disrupt the distribution and sale of some of our products and adversely affect our business, results of operations and financial condition.
Further, we are subject to the QSR in the United States and ISO 13485 certification in many international markets, ongoing compliance with which is necessary to receive and maintain FDA and other international clearances or approvals to market new products or to continue to market a cleared or approved product in the United States or globally.
Further, we are subject to cGMP in the QSR in the United States and ISO 13485 certification in many international markets, and we are required to be in ongoing compliance with these requirements to receive and maintain FDA and other international clearances to market new products and to continue to market cleared or approved products in the United States and globally.
If our third party sales representatives advertise or promote or characterize our products in a manner inconsistent with our (or their) messaging, as approved by our regulatory affairs professionals, such acts could be imputed to us and we could become subject to risk or liability from government regulatory bodies or agencies for criminal or civil claims, including false claims, and we could become susceptible to individual consumer actions or class actions based on false or improper advertising and promotion, off-label promotion, failure to warn defects in our products and unfair competition or unfair trade practices claims, all of which could lead to adverse publicity, fines, penalties, judgments, money damages and other significant losses.
If our third party sales representatives advertise or promote or characterize our products in a manner inconsistent with our (or their) messaging, as approved by our regulatory affairs professionals, such acts could be imputed to us and we could become subject to risk or liability from government regulatory bodies or agencies for criminal or civil claims, including false claims, and we could become susceptible to individual consumer actions or class actions based on false or improper advertising and promotion, off-label promotion, failure to warn defects in our products and unfair competition or unfair trade practices claims.Mirion may also be subject to potential liabilities under anti-corruption laws, including the FCPA and the UKBA, if any such third-party sales representatives make, give, offer or promise improper payments or other things of value in connection with the 33 Table of Content s promotion and sale of Mirion products or services, all of which could lead to adverse publicity, fines, penalties, judgments, money damages and other significant losses.
The Sunshine Act, which was enacted by Congress as part of the Patient Protection and Affordable Care Act on December 14, 2011, requires each applicable manufacturer, which includes medical device companies, to track and report to the federal government on an annual basis all payments and other transfers of value from such applicable manufacturer to U.S. licensed physicians and teaching hospitals as well as physician ownership of such applicable manufacturer’s equity, in each case subject to certain statutory exceptions.
In addition,the Physician Payments Sunshine Act requires each applicable entity, which includes medical device manufacturers, to track and report to the federal government on an annual basis all payments and other transfers of value from such applicable manufacturer to U.S. licensed physicians and teaching hospitals as well as physician ownership of such applicable manufacturer’s equity, in each case subject to certain statutory exceptions.
The impact of sanctions and export controls imposed against Russia, China or other countries or parties in those countries that may also be operating in other countries where we do business could materially and adversely impact our business, results of operations and financial condition.
A violation of the laws and regulations enumerated and the impact of sanctions and export controls imposed against Russia, China or other countries or parties in those countries where we do business could materially and adversely impact our business, results of operations and financial condition.
Despite the time, effort and cost, there can be no assurance that a particular device or a modification of a device will be approved or cleared by the FDA, or any foreign governmental agency in a timely fashion, if at all.
We can offer no assurance that a particular device or a modification of a device will be approved or cleared by the FDA, or any foreign governmental agency in a timely fashion or at all.
In addition, we periodically divest businesses, including businesses that are no longer a part of our strategic plans.
In addition, we periodically divest businesses, including businesses that are no longer a part of our strategic plans, and may continue to do so.
If additional debt is added to the debt that is originally incurred under the Credit Facilities, the related risks could intensify and we may not be able to meet all our respective debt obligations. Restrictive covenants in the Credit Agreement and any future debt agreements, could restrict our operating flexibility.
If additional debt is added to the debt that is originally incurred under the Credit Facilities, the related risks could intensify and we may not be able to meet all our respective debt obligations.
Certain of these provisions provide: • no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board; • a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; • a prohibition on stockholders calling a special meeting and the requirement that a meeting of stockholders may only be called by members of our Board or our Chief Executive Officer, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and • advance notice procedures that stockholders must comply with in order to nominate candidates to our Board or to propose matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
Certain of these provisions provide: • the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; 47 Table of Content s • no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • the exclusive right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board; • a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; • a prohibition on stockholders calling a special meeting and the requirement that a meeting of stockholders may only be called by members of our Board or our Chief Executive Officer, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; • certain amendments to our amended and restated certificate of incorporation require the approval of two-thirds of the then-outstanding voting power of our capital stock; and • advance notice procedures that stockholders must comply with in order to nominate candidates to our Board or to propose matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
Third-party payers may establish or change the reimbursement for medical products and services that could significantly influence the purchase of medical products and services.
Third-party payers establish and change the reimbursement rates for medical products and services that significantly influences the purchase of medical products and services.
We cannot assure you that we or our customers will be able to meet all potential regulatory challenges on a timely or cost-effective basis, or at all, and as such our business, results of operations and financial condition could be materially and adversely affected. 48 Changes in global or regional environmental conditions and governmental actions in response to climate changes may materially and adversely affect us.
We cannot assure you that we or our customers will be able to meet all potential regulatory challenges on a timely or cost-effective basis, or at all, and as such our business, results of operations and financial condition could be materially and adversely affected.
We may also be subject to significant deductibles. Our contracts with customers generally seek to limit our liability in connection with product failure, but we cannot assure you that these contractual limitations on liability will be effective or sufficient in scope in all cases or that our insurance will cover the liabilities we have assumed under these contracts.
Our contracts with customers generally seek to limit our liability in connection with product failure, but we cannot assure you that these contractual limitations on liability will be effective or sufficient in scope in all cases.

… 418 more changes not shown on this page.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed3 unchanged
Biggest changeIn addition, the expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change and could adversely affect our consolidated financial statements. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 63 PART II - OTHER INFORMATION
Biggest changeIn addition, the expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change and could adversely affect our consolidated financial statements. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 49 Table of Content s PART II - OTHER INFORMATION

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+1 added−1 removed8 unchanged
Biggest changeHolders As of February 26, 2023, the company had 217,470,076 shares of Class A common stock, including 18,750,000 founder shares subject to vesting requirements, outstanding held of record by approximately 35 holders, 8,040,540 shares of Class B common stock outstanding held of record by approximately 15 holders, outstanding warrants to purchase 27,249,879 shares of Class A common stock held of record by approximately 2 holders and no shares of preferred stock outstanding.
Biggest changeSuch units no longer trade as a separate security and were delisted from the NYSE. Holders As of February 23, 2024, the company had 218,644,423 shares of Class A common stock, including 18,750,000 founder shares subject to vesting requirements, outstanding and held by 23 holders, and 7,417,333 shares of Class B common stock outstanding and held by approximately 14 holders.
Our Class A common stock is listed on the NYSE under the ticker symbol “MIR.” The graph below represents GSAH until October 20, 2021 and MIR from October 20, 2021 to December 31, 2022. 64 This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any our filings under the Securities Act or the Exchange Act.
Our Class A common stock is listed on the NYSE under the ticker symbol “MIR.” The graph below represents GSAH until October 20, 2021 and MIR from October 20, 2021 to December 31, 2023. 50 Table of Content s This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any our filings under the Securities Act or the Exchange Act.
Performance Graph The graph below compares the cumulative total return for our shares of Class A common stock from August 20, 2020 through December 31, 2022 with the comparable cumulative return of three indices: the S&P 500 Index (“S&P 500”), Nasdaq and the Dow Jones Industrial Average Index (“DJIA”).
Performance Graph The graph below compares the cumulative total return for our shares of Class A common stock from August 20, 2020 through December 31, 2023 with the comparable cumulative return of four indices: the S&P 500 Index (“S&P 500”), Nasdaq, the Dow Jones Technologies Average Index (“DJIA”), and the Russell 2000.
Removed
Such units no longer trade as a separate security and were delisted from the NYSE.
Added
ITEM 6. [RESERVED] 51 Table of Content s

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

123 edited+95 added−57 removed177 unchanged
Biggest changeFor 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 . 83 Year ended June 30, 2021 (Predecessor) compared to year ended June 30, 2020 (Predecessor) (Dollars in millions) 2021 2020 $ Change % Change Revenues $ 611.6 $ 478.2 $ 133.4 27.9 % Cost of revenues 359.8 281.2 78.6 28.0 % Gross profit 251.8 197.0 54.8 27.8 % Selling, general and administrative expenses 211.2 158.1 53.1 33.6 % Research and development 29.4 15.9 13.5 84.9 % Income from operations 11.2 23.0 (11.8) (51.3) % Interest expense, net 163.2 149.2 14.0 9.4 % Foreign currency loss (gain), net 13.4 (0.6) 14.0 N/A Other (income) expense, net (1.1) (1.0) (0.1) 10.0 % Loss before benefit from income taxes (164.3) (124.6) (39.7) 31.9 % Benefit from income taxes (5.9) (5.5) (0.4) 7.3 % Net loss (158.4) (119.1) (39.3) 33.0 % Income (loss) attributable to noncontrolling interests (0.1) — (0.1) N/A Net loss attributable to stockholders (158.3) (119.1) $ (39.2) 32.9 % Overview Revenues for the year ended June 30, 2021 (“FY 2021” or “fiscal 2021”) were $611.6 million, resulting in an increase of $133.4 million, or 27.9%, from the same period in the prior year primarily driven by acquisitions in the Medical segment and organic growth in the Industrial segment.
Biggest changeAs a result, historical results of operations and other financial data, as well as period-to-period comparisons of these results, may not be comparable or indicative of future operating results or future financial condition. 59 Table of Content s Results of Operations Year ended December 31, 2023 (Successor) compared to year ended December 31, 2022 (Successor) (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 — 211.8 (211.8) (100.0) % Impairment loss on business held for sale — 3.5 (3.5) (100.0) % Loss on disposal of business 6.5 — 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 — 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) % 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.
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 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).
The increase versus the comparable period was predominantly driven by $28.4 million of fees related to the Business Combination and costs to prepare for becoming a public company, an increase in stock-based compensation expense of $14.6 million related to the Profits Interests (see Note 14, Stock based compensation ), $2.0 million increase in other costs related to company-wide initiatives ($4.2 million in operations and information technology integrations, $1.6 million in restructuring costs, partially offset by $3.6 million in lower merger and acquisition costs), an increase of $1.8 million in compensation expense, $0.9 million increase in facility costs and $0.9 million increase in corporate insurance mostly due to becoming a public company.
The increase versus the comparable period was predominantly driven by $28.4 million of fees related to the Business Combination and costs to prepare for becoming a public company, an increase in stock-based compensation expense of $14.6 million related to the Profits Interests (see Note 15, Stock based compensation ), $2.0 million increase in other costs related to company-wide initiatives ($4.2 million in operations and information technology integrations, $1.6 million in restructuring costs, partially offset by $3.6 million in lower merger and acquisition costs), an increase of $1.8 million in compensation expense, $0.9 million increase in facility costs and $0.9 million increase in corporate insurance mostly due to becoming a public company.
(5) Pre-tax non-operating expenses of $34.7 million for the Predecessor Stub Period from July 1, 2021 through October 19, 2021 includes $26.2 million related to the Business Combination and costs to prepare for becoming a public company, $4.1 million in costs to achieve integration and operational synergies, $1.5 million of restructuring costs, $0.2 million of Merger and Acquisition Expense, and $1.5 million of costs to achieve information technology system integration and efficiency.
(6) Pre-tax non-operating expenses of $34.7 million for the Predecessor Stub Period from July 1, 2021 through October 19, 2021 includes $26.2 million related to the Business Combination and costs to prepare for becoming a public company, $4.1 million in costs to achieve integration and operational synergies, $1.5 million of restructuring costs, $0.2 million of Merger and Acquisition Expense, and $1.5 million of costs to achieve information technology system integration and efficiency.
The primary drivers behind the increase in SG&A expenses were the impact of acquisitions in the Medical segment ($20.8 million combined from SNC, Biodex, and CIRS), a $28.4 million increase related to the Business Combination and costs to prepare for becoming a public company, and a $14.6 million increase in stock based compensation expense related to the Profits Interests (see Note 14, Stock-based compensation ).
The primary drivers behind the increase in SG&A expenses were the impact of acquisitions in the Medical segment ($20.8 million combined from SNC, Biodex, and CIRS), a $28.4 million increase related to the Business Combination and costs to prepare for becoming a public company, and a $14.6 million increase in stock based compensation expense related to the Profits Interests (see Note 15, Stock-based compensation ).
Additionally, the Company assesses factors that may impact its business, including macroeconomic conditions and the 93 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.
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.
Additionally, foreign currency 82 exchange rates positively impacted Medical revenues by approximately $0.3 million. The impact of purchase accounting related to the fair value adjustment of deferred revenue for the SNC acquisition reduced Medical segment revenues for the Successor and Predecessor Stub Periods by $2.3 million and $4.5 million, respectively.
Additionally, foreign currency exchange rates positively impacted Medical revenues by approximately $0.3 million. The impact of purchase accounting related to the fair value adjustment of deferred revenue for the SNC acquisition reduced Medical segment revenues for the Successor and Predecessor Stub Periods by $2.3 million and $4.5 million, respectively.
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. 79 Periods from October 20, 2021 through December 31, 2021 (Successor) and July 1, 2021 through October 19, 2021 (Predecessor Stub Period) Compared to unaudited Six Months Ended December 31, 2020 (Predecessor) Successor Predecessor Predecessor (Dollars in millions) From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 Six Months Ended December 31, 2020 (unaudited) Revenues $ 154.1 $ 168.0 $ 265.4 Cost of revenues 100.2 97.7 155.8 Gross profit 53.9 70.3 109.6 Selling, general and administrative expenses 70.1 101.6 84.0 Research and development 6.7 10.3 10.3 Income (loss) from operations (22.9) (41.6) 15.3 Interest expense, net 6.2 52.8 76.4 Foreign currency loss (gain), net 1.6 (0.6) 16.3 Change in fair value of warrant liabilities (1.2) — — Other expense (income), net 0.3 1.6 (0.3) Loss on debt extinguishment — 15.9 — Loss before benefit from income taxes (29.8) (111.3) (77.1) Benefit from income taxes (6.8) (5.6) (17.4) Net loss (23.0) (105.7) (59.7) Loss attributable to noncontrolling interests (0.8) — — Net loss attributable to stockholders $ (22.2) $ (105.7) $ (59.7) Overview Revenues were $154.1 million for the Successor Period from October 20, 2021 through December 31, 2021 and $168.0 million for the Predecessor Stub Period from July 1, 2021 through October 19, 2021.
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. 70 Table of Content s Periods from October 20, 2021 through December 31, 2021 (Successor) and July 1, 2021 through October 19, 2021 (Predecessor Stub Period) Compared to Unaudited Six Months Ended December 31, 2020 (Predecessor) Successor Predecessor (Dollars in millions) From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 Six Months Ended December 31, 2020 (unaudited) Revenues $ 154.1 $ 168.0 $ 265.4 Cost of revenues 100.2 97.7 155.8 Gross profit 53.9 70.3 109.6 Selling, general and administrative expenses 70.1 101.6 84.0 Research and development 6.7 10.3 10.3 Income (loss) from operations (22.9) (41.6) 15.3 Interest expense, net 6.2 52.8 76.4 Foreign currency loss (gain), net 1.6 (0.6) 16.3 Change in fair value of warrant liabilities (1.2) — — Other expense (income), net 0.3 1.6 (0.3) Loss on debt extinguishment — 15.9 — Loss before benefit from income taxes (29.8) (111.3) (77.1) Benefit from income taxes (6.8) (5.6) (17.4) Net loss (23.0) (105.7) (59.7) Loss attributable to noncontrolling interests (0.8) — — Net loss attributable to stockholders $ (22.2) $ (105.7) $ (59.7) Overview Revenues were $154.1 million for the Successor Period from October 20, 2021 through December 31, 2021 and $168.0 million for the Predecessor Stub Period from July 1, 2021 through October 19, 2021.
Industrial Unaudited Successor Predecessor (Dollars in millions) Year Ended December 31, 2022 From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 Six months ended June 30, 2021 Revenues $ 446.1 $ 104.9 $ 107.7 $ 242.6 (Loss) Income from operations $ (98.0) $ 1.1 $ 11.7 $ 47.7 (Loss) Income from operations as a % of revenues (22.0) % 1.0 % 10.9 % 19.7 % Industrial segment revenues were $446.1 million for year ended December 31, 2022 and $104.9 million, $107.7 million, and $242.6 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively, representing a decrease of $9.1 million.
Technologies Unaudited Successor Predecessor (Dollars in millions) Year Ended December 31, 2022 From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 Six months ended June 30, 2021 Revenues $ 446.1 $ 104.9 $ 107.7 $ 242.6 (Loss) Income from operations $ (98.0) $ 1.1 $ 11.7 $ 47.7 (Loss) Income from operations as a % of revenues (22.0) % 1.0 % 10.9 % 19.7 % Technologies segment revenues were $446.1 million for year ended December 31, 2022 and $104.9 million, $107.7 million, and $242.6 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively, representing a decrease of $9.1 million.
(4) Pre-tax non-operating expenses of $7.0 million for the Successor Period from October 20, 2021 through December 31, 2021 includes $1.9 million in costs for one-time set-up and integration initiatives, $2.2 million related to the Business Combination and costs to prepare for becoming a public company, $1.4 million of restructuring costs, $0.5 million of Merger and Acquisition Expense, and $1.0 million of one-time information technology system costs to support the new public company.
(5) Pre-tax non-operating expenses of $7.0 million for the Successor Period from October 20, 2021 through December 31, 2021 includes $1.9 million in costs for one-time set-up and integration initiatives, $2.2 million related to the Business Combination and costs to prepare for becoming a public company, $1.4 million of restructuring costs, $0.5 million of Merger and Acquisition Expense, and $1.0 million of information technology system set-up costs to support public company requirements.
(6) Pre-tax non-operating expenses of $43.1 million for the Predecessor Period fiscal year ended June 30, 2021 includes $14.2 million of legal and professional fees related to the Business Combination and costs to prepare for becoming a public company, $13.1 million in costs to achieve integration and operational synergies, $5.9 million of mergers and acquisition expenses, $5.5 million of restructuring costs, and $4.5 million of costs to achieve information technology system integration and efficiency.
(7) Pre-tax non-operating expenses of $43.1 million for the Predecessor Period fiscal year ended June 30, 2021 includes $14.2 million of legal and professional fees related to the Business Combination and costs to prepare for becoming a public company, $13.1 million in costs to achieve integration and operational synergies, $5.9 million of mergers and acquisition expenses, $5.5 million of restructuring costs, and $4.5 million of costs to achieve information technology system integration and efficiency.
Industrial Successor Predecessor Predecessor (Dollars in millions) From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 Six Months Ended December 31, 2020 (unaudited) Revenues $ 104.9 $ 107.7 $ 213.3 Income from operations $ 1.1 $ 11.7 $ 33.8 Income from operations as a % of revenues 1.0 % 10.9 % 15.8 % Industrial segment revenues were $104.9 million for the Successor Period and $107.7 million for the Predecessor Stub Period, which was a slight decrease of $0.7 million from revenues of $213.3 million for the unaudited six months ended December 31, 2020.
Technologies Successor Predecessor (Dollars in millions) From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 Six Months Ended December 31, 2020 (unaudited) Revenues $ 104.9 $ 107.7 $ 213.3 Income from operations $ 1.1 $ 11.7 $ 33.8 Income from operations as a % of revenues 1.0 % 10.9 % 15.8 % Technologies segment revenues were $104.9 million for the Successor Period and $107.7 million for the Predecessor Stub Period, which was a slight decrease of $0.7 million from revenues of $213.3 million for the unaudited six months ended December 31, 2020.
In addition, cost of revenues increased over the unaudited six months ended December 31, 2020 due to acquisitions in our Medical segment ($25.9 million combined from SNC, Biodex, CIRS, and other acquisitions) and an increase in our Industrial segment cost of revenues of $0.7 million offset by a decrease due to the impacts from foreign currency exchange rate fluctuations of $1.9 million.
In addition, cost of revenues increased over the unaudited six months ended December 31, 2020 due to acquisitions in our Medical segment ($25.9 million combined from SNC, Biodex, CIRS, and other acquisitions) and an increase in our Technologies segment cost of revenues of $0.7 million offset by a decrease due to the impacts from foreign currency exchange rate fluctuations of $1.9 million.
Finally, cost of revenues for the Predecessor Stub Period and unaudited six months ended June 30, 2021 includes costs from purchase accounting related to the fair value of inventory from previous acquisitions that no longer impact the year ended December 31, 2022. Cost of revenues related to the Industrial segment decreased $9.6 million period over period.
Finally, cost of revenues for the Predecessor Stub Period and unaudited six months ended June 30, 2021 includes costs from purchase accounting related to the fair value of inventory from previous acquisitions that no longer impact the year ended December 31, 2022. Cost of revenues related to the Technologies segment decreased $9.6 million period over period.
Change in fair value of warrant liabilities The Company recognized an unrealized gain of $1.2 million resulting from an increase in the fair value of the Public Warrant and Private Placement Warrant liabilities during the Successor Period. See Note 17, Fair Value Measurements , to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Change in fair value of warrant liabilities The Company recognized an unrealized gain of $1.2 million resulting from an increase in the fair value of the Public Warrant and Private Placement Warrant liabilities during the Successor Period. See Note 18, Fair Value Measurements , to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
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.
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 17, Segment Information , to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
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.
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 17, Segment Information , to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
See Note 8, Borrowings , to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Foreign currency (gain) loss, net The Company recorded a loss of $1.6 million for the Successor Period and a gain of $0.6 million for the Predecessor Stub Period from foreign currency exchange.
See Note 9, Borrowings , to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Foreign currency (gain) loss, net The Company recorded a loss of $1.6 million for the Successor Period and a gain of $0.6 million for the Predecessor Stub Period from foreign currency exchange.
Income from operations in the Industrial segment for the Successor Period and Predecessor Stub Period was $1.1 million and $11.7 million, respectively, which includes $21.4 million in purchase accounting impacts described in cost of revenues and SG&A above in the Successor Period. Corporate expenses were $19.7 million and $54.0 million for the Successor Period and Predecessor Stub Period, respectively.
Income from operations in the Technologies segment for the Successor Period and Predecessor Stub Period was $1.1 million and $11.7 million, respectively, which includes $21.4 million in purchase accounting impacts described in cost of revenues and SG&A above in the Successor Period. Corporate expenses were $19.7 million and $54.0 million for the Successor Period and Predecessor Stub Period, respectively.
The Company records these derivatives at fair value in the balance sheet as either an asset or a liability and any changes in fair value are recognized in earnings as incurred. Successor Period The Company uses derivatives to manage underlying commercial risks, including risks related to foreign exchange.
The Company records these derivatives at fair value in the balance sheet as either an asset or a liability and any changes in fair value are recognized in earnings as incurred. Successor Period The Company uses derivatives to manage underlying commercial risks, including risks related to foreign exchange and interest rate.
(3) 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 the Business Combination and 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 one-time information technology system costs to support the new public company.
(4) 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 the Business Combination and 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.
This segment’s principal offerings are: • Reactor Safety and Control Systems , which includes radiation monitoring systems and reactor instrumentation and control systems that ensure the safe operation of nuclear reactors and other nuclear fuel cycle facilities; and • Radiological Search, Measurement and Analysis Systems , which includes solutions to locate, measure and perform in-depth scientific analysis of radioactive sources for radiation safety, security, and scientific applications 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.
This segment’s principal offerings are: • Reactor Safety and Control Systems , which includes radiation monitoring systems and reactor instrumentation and control systems that ensure the safe operation of nuclear reactors and other nuclear fuel cycle facilities; and • Radiological Search, Measurement and Analysis Systems , which includes solutions to locate, measure and perform in-depth scientific analysis of radioactive sources for radiation safety, security, and scientific applications 57 Table of Content s 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.
Our Industrial segment contributed $446.1 million, $104.9 million, $107.7 million, and $242.6 million of revenues for the year ended December 31, 2022, Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively.
Our Technologies segment contributed $446.1 million, $104.9 million, $107.7 million, and $242.6 million of revenues for the year ended December 31, 2022, Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively.
The increase in R&D expense was primarily a result of the prior period acquisitions in our Medical segment ($9.7 million combined from SNC, Biodex, and CIRS), partially offset by a decrease in R&D activity expensed in our Industrial segment of $2.2 million.
The increase in R&D expense was primarily a result of the prior period acquisitions in our Medical segment ($9.7 million combined from SNC, Biodex, and CIRS), partially offset by a decrease in R&D activity expensed in our Technologies segment of $2.2 million.
Industrial segment revenues decreased primarily due to project execution delays (driven by supply chain issues and the Russia-Ukraine conflict) and foreign exchange rate fluctuations, offset by the price increases and the impact of the SIS acquisition in 2022.
Technologies segment revenues decreased primarily due to project execution delays (driven by supply chain issues and the Russia-Ukraine conflict) and foreign exchange rate fluctuations, offset by the price increases and the impact of the SIS acquisition in 2022.
The decrease in R&D expense was primarily a result of a reduction in R&D program spend of $2.8 million in the Medical segment and $2.9 million in the Industrial segment for the year ended December 31, 2022. Goodwill impairment Goodwill impairment charges were $211.8 million for the year ended December 31, 2022.
The decrease in R&D expense was primarily a result of a reduction in R&D program spend of $2.8 million in the Medical segment and $2.9 million in the Technologies segment for the year ended December 31, 2022. Goodwill impairment Goodwill impairment charges were $211.8 million for the year ended December 31, 2022.
There was a $68.2 million increase in net loss as a result of the increase in gross profit, more than offset by higher SG&A expenses of $87.7 million, primarily driven by the impact of acquisitions in the Medical segmen t, increased non-operational legal and professional fees incurred to prepare for being a public company, and stock-based compensation expense.
There was a $68.2 million increase in net loss as a result of the increase in gross profit, more than offset by higher SG&A expenses of $87.7 million, primarily driven by the impact of acquisitions in the Medical segment, increased non-operational legal and professional fees incurred to prepare for being a public company, and stock-based compensation expense.
Non-cash add-backs to net income increased primarily due to a $211.8 million increase related to goodwill impairment expense, $62.3 million due to increased depreciation and amortization expense, and $17.3 million due to increased stock-based compensation expense, partially offset by a decrease of accrual of in-kind interest on notes payable to related parties by $104.2 million, a decline in the fair value of warrant liabilities of $36.4 million, a net decline in deferred income taxes of $22.4 million, a decline in loss on debt extinguishment of $15.9 million, and a $14.8 million decrease in amortization of deferred revenue step-down due to acquisitions.
Non-cash add-backs to net income increased primarily due to a $211.8 million increase related to goodwill impairment expense, $62.3 million due to increased depreciation and amortization expense, and $17.3 million due to increased stock-based compensation expense, partially offset by a decrease of accrual of in-kind interest on notes payable to related parties by $104.2 million, a decline in the fair value of warrant liabilities of $36.4 million, a net decline in deferred income taxes of $22.4 million, a decline in 79 Table of Content s loss on debt extinguishment of $15.9 million, and a $14.8 million decrease in amortization of deferred revenue step-down due to acquisitions.
Loss from operations, which excludes non-operational costs, increased $158.5 million period over period driven primarily by the decrease in revenues described above, the goodwill impairment charge of $124.5 million recognized during the year ended December 31, 2022 in the RMS and DMD EA reporting units, costs related to SIS business of $13.2 million, higher cost of revenues including $5.4 million of inventory step-up, higher amortization of $33.5 million, both related to the Business Combination purchase accounting, a 78 bad debt reserve with a Russian customer, inventory write-offs of defective circuit boards, and the inflation impact offset by the negative foreign currency exchange impact.
Loss from operations, which excludes non-operational costs, increased $158.5 million period over period driven primarily by the decrease in revenues described above, the goodwill impairment charge of $124.5 million recognized during the year ended December 31, 2022 in the RMS and DMD EA reporting units, costs related to SIS business of $13.2 million, higher cost of revenues including $5.4 million of inventory step-up, higher amortization of $33.5 million, both related to the Business Combination purchase accounting, a 69 Table of Content s bad debt reserve with a Russian customer, inventory write-offs of defective circuit boards, and the inflation impact offset by the negative foreign currency exchange impact.
For reconciliations of segment revenues and operating (loss) income to our consolidated results, see Note 17, Segment Information , to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 77 Medical Unaudited Successor Predecessor (Dollars in millions) Year Ended December 31, 2022 From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 Six months ended June 30, 2021 Revenues $ 271.7 $ 49.2 $ 60.3 $ 103.6 (Loss) income from operations $ (84.4) $ (4.3) $ 0.7 $ (2.7) (Loss) income from operations as a % of revenues (31.1) % (8.7) % 1.2 % (2.6) % Medical segment revenues were $271.7 million for the year ended December 31, 2022 and $49.2 million, $60.3 million, and $103.6 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively, which represents an increase of $58.6 million.
For reconciliations of segment revenues and operating (loss) income to our consolidated results, see Note 17, Segment Information , to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 68 Table of Content s Medical Unaudited Successor Predecessor (Dollars in millions) Year Ended December 31, 2022 From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 Six months ended June 30, 2021 Revenues $ 271.7 $ 49.2 $ 60.3 $ 103.6 (Loss) income from operations $ (84.4) $ (4.3) $ 0.7 $ (2.7) (Loss) income from operations as a % of revenues (31.1) % (8.7) % 1.2 % (2.6) % Medical segment revenues were $271.7 million for the year ended December 31, 2022 and $49.2 million, $60.3 million, and $103.6 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively, which represents an increase of $58.6 million.
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 Industrial segment are impacted by environmental policy decisions made by governments in the countries where we operate.
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 Technologies segment are impacted by environmental policy decisions made by governments in the countries where we operate.
Loss from operations in the Industrial segment for the year ended December 31, 2022 was $98.0 million and income from operations for the comparison periods was $1.1 million, $11.7 million and $47.7 million, respectively, representing an increase of $158.5 million.
Loss from operations in the Technologies segment for the year ended December 31, 2022 was $98.0 million and income from operations for the comparison periods was $1.1 million, $11.7 million and $47.7 million, respectively, representing an increase of $158.5 million.
Interest expense, net Interest expense, net, was $41.9 million for the year ended December 31, 2022 and $6.2 million, $52.8 million and $86.8 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively, representing a $103.9 million decrease on a period over period basis. $105.2 million of the decrease is a non-cash decrease in interest related to the Shareholder Notes which were paid in full in connection with the closing of the 76 Business Combination. $1.3 million is an increase in interest due to a higher interest rate associated with 2021 Credit Agreement as of December 31, 2022 (7.48%) compared to the interest rate for the 2021 Credit Agreement as of December 31, 2021 (3.25%) or that of 2019 Credit Facility as of December 31, 2021 (4.25%) which was paid in full in connection with the closing of the Business Combination.
Interest expense, net Interest expense, net, was $41.9 million for the year ended December 31, 2022 and $6.2 million, $52.8 million and $86.8 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively, representing a $103.9 million decrease on a period over period basis. $105.2 million of the decrease is a non-cash decrease in interest related to the Shareholder Notes which were paid in full in connection with the closing of the Business Combination. $1.3 million is an increase in interest due to a higher interest rate associated with 2021 Credit Agreement as of December 31, 2022 (7.48%) compared to the interest rate for the 2021 Credit Agreement as of December 31, 2021 (3.25%) or that of 2019 Credit Facility as of December 31, 2021 (4.25%) which was paid in full in connection 67 Table of Content s with the closing of the Business Combination.
The decrease was primarily driven by a decrease in manufacturing supplies and materials costs due to delays in contract execution related to the overall revenue decrease in the Industrial segment, as well as lower costs from foreign exchange impacts in Europe.
The decrease was primarily driven by a decrease in manufacturing supplies and materials costs due to delays in contract execution related to the overall revenue decrease in the Technologies segment, as well as lower costs from foreign exchange impacts in Europe.
By segment, revenues for the Successor and Predecessor Period were $49.2 million and $60.3 million in the Medical segment, respectively, and $104.9 million and $107.7 million in the Industrial segment for the Successor and Predecessor Periods, respectively. Movements in revenues by segment are detailed in the “Business Segments” section below.
By segment, revenues for the Successor and Predecessor Period were $49.2 million and $60.3 million in the Medical segment, respectively, and $104.9 million and $107.7 million in the Technologies segment for the Successor and Predecessor Periods, respectively. Movements in revenues by segment are detailed in the “Business Segments” section below.
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 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.
This impact can be either positive or negative. • Nuclear new build projects —A portion of our backlog 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 67 recognition of future revenues in our Industrial segment.
This impact can be either positive or negative. • Nuclear new build projects —A portion of our backlog 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 Technologies segment.
Cost of revenues for the unaudited six months ended December 31, 2020 includes $0.5 million due to purchase accounting related to the fair value of inventory from previous acquisitions. Selling, general and administrative expenses Selling, general and administrative (“SG&A ”) expenses were $70.1 million for the Successor Period and $101.6 million for the Predecessor Stub Period.
Cost of revenues for the unaudited six months ended December 31, 2020 includes $0.5 million due to purchase accounting related to the fair value of inventory from previous acquisitions. Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses were $70.1 million for the Successor Period and $101.6 million for the Predecessor Stub Period.
The $17.4 million change is a 81 non-cash decrease in interest related to the Shareholder Notes which were paid in full in connection with the closing of the Business Combination. See Note 8, Borrowing s, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
The $17.4 million change is a non-cash decrease in interest related to the Shareholder Notes which were paid in full in connection with the closing of the Business Combination. See Note 9, Borrowing s, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
The slight decrease is primarily driven by foreign exchange rate fluctuations of $2.5 million offset by a $1.8 million increase due to organic gro wth. Income from operations, which excludes non-operational costs, was $1.1 million for the Successor Period and $11.7 million for the Predecessor Stub Period.
The slight decrease is primarily driven by foreign exchange rate fluctuations of $2.5 million offset by a $1.8 million increase due to organic growth. Income from operations, which excludes non-operational costs, was $1.1 million for the Successor Period and $11.7 million for the Predecessor Stub Period.
Industrial includes products and services for defense, nuclear energy, laboratories and research and other industrial markets.
Technologies includes products and services for defense, nuclear energy, laboratories and research and other industrial markets.
Medical Successor Predecessor Predecessor (Dollars in millions) From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 Six Months Ended December 31, 2020 (unaudited) Revenues $ 49.2 $ 60.3 $ 52.1 Income (loss) from operations $ (4.3) $ 0.7 $ 8.7 Income (loss) from operations as a % of revenues (8.7) % 1.2 % 16.7 % Medical segment revenues were $49.2 million for the Successor Period and $60.3 million for the Predecessor Stub Period, which is an increase of $57.4 million from Medical segment revenues of $52.1 million for the unaudited six months ended December 31, 2020 .
Medical Successor Predecessor (Dollars in millions) From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 Six Months Ended December 31, 2020 (unaudited) Revenues $ 49.2 $ 60.3 $ 52.1 Income (loss) from operations $ (4.3) $ 0.7 $ 8.7 Income (loss) from operations as a % of revenues (8.7) % 1.2 % 16.7 % 73 Table of Content s Medical segment revenues were $49.2 million for the Successor Period and $60.3 million for the Predecessor Stub Period, which is an increase of $57.4 million from Medical segment revenues of $52.1 million for the unaudited six months ended December 31, 2020.
Industrial segment revenues decreased $0.7 million, primarily driven by foreign exchange rate fluctuations of $2.5 million offset by a $1.8 million increase due to organic growth .
Technologies segment revenues decreased $0.7 million, primarily driven by foreign exchange rate fluctuations of $2.5 million offset by a $1.8 million increase due to organic growth.
In addition, the increase in interest rates, which we expect to continue, 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 imposes tariffs on imports from China and other countries, which has resulted in retaliatory tariffs and restrictions implemented by China and other countries.
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 imposes tariffs on imports from China and other countries, which has resulted in retaliatory tariffs and restrictions implemented by China and other countries.
C ost of revenues was $100.2 million for the Successor Period and $97.7 million in the Predecessor Stub Period which increased 27.0% compared to the unaudited six months ended December 31, 2020, reflecting the increase in revenues. Gross profit increased by $14.6 million from the unaudited six months ended December 31, 2020.
Cost of revenues was $100.2 million for the Successor Period and $97.7 million in the Predecessor Stub Period which increased 27.0% compared to the unaudited six months ended December 31, 2020, reflecting the increase in revenues. Gross profit increased by $14.6 million from the unaudited six months ended December 31, 2020.
Our Industrial segment was 74 responsible for $98.0 million loss from operations for the year ended December 31, 2022, and $1.1 million, $11.7 million, and $47.7 million income from operations for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively.
Our Technologies segment was responsible for $98.0 million loss from operations for the year ended December 31, 2022, and $1.1 million, $11.7 million, and $47.7 million income from operations for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively.
The Cross-Currency Rate Swaps the Company entered into are not exchange traded instruments and their fair value is determined using the cash flows of the swap contracts, discount rates to account for the passage of time, current foreign exchange market data and credit risk, which are all based on inputs readily available in public markets and categorized as Level 2 fair value hierarchy measurements.
The Interest Rate Swap and Cross-Currency Rate Swaps the Company entered into are not exchange traded instruments and their fair value is determined using the cash flows of the swap contracts, discount rates to account for the passage of time, USD-SOFR CME term, current foreign exchange market data and credit risk, which are all based on inputs readily available in public markets and categorized as Level 2 fair value hierarchy measurements.
Cash inflow in the Successor Period related to the Business Combination including $807.3 million of new borrowings, $753.7 million from issuance of stock, net of redemptions, $18.7 million of transaction fees reimbursed by the Sellers. These cash inflows were partially offset by $26.3 million in deferred underwriting fees and $13.3 million of stock issuance costs.
Cash inflow in the Successor Period related to the Business Combination including $807.3 million of new borrowings, $753.7 million from issuance of stock, net of redemptions, $18.7 million of transaction fees reimbursed by the 80 Table of Content s Sellers. These cash inflows were partially offset by $26.3 million in deferred underwriting fees and $13.3 million of stock issuance costs.
The overall increase in net loss is primarily driven by reduced revenues in the Industrial segment, a $211.8 million goodwill impairment charge in the Medical ($87.3 million) and Industrial segments ($124.5 million), increased amortization and depreciation expense due to the impact of purchase accounting related to the fair values of intangible assets and property, plant, and equipment for the Business Combination, and higher selling, general and administrative costs associated with stock-based compensation expense and costs associated with becoming a public company.
The overall increase in net loss is primarily driven by reduced revenues in the 65 Table of Content s Technologies segment, a $211.8 million goodwill impairment charge in the Medical ($87.3 million) and Technologies segments ($124.5 million), increased amortization and depreciation expense due to the impact of purchase accounting related to the fair values of intangible assets and property, plant, and equipment for the Business Combination, and higher selling, general and administrative costs associated with stock-based compensation expense and costs associated with becoming a public company.
Typically, over-time revenue recognition is based on the utilization of an input measure used to measure progress, such as costs incurred to date relative to total estimated costs. 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.
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. 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.
The increase was primarily due to the impact of the increased amortization expense resulting from intangible assets acquired in the Business Combination, the CIRS acquisition in the Medical segment and increased compensation expenses and increased receivable reserves related to switching distributors in China. Our Industrial segment incurred higher SG&A expenses of $37.4 million for the year ended December 31, 2022.
Our Medical segment incurred higher SG&A expenses of $33.0 million for the year ended December 31, 2022. The increase was primarily due to the impact of the increased amortization expense resulting from intangible assets acquired in the Business Combination, the CIRS acquisition in the Medical segment and increased compensation expenses and increased receivable reserves related to switching distributors in China.
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 peer company multiples.
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 81 Table of Content s discount rate, and peer company multiples.
See the "Basis of Presentation" section below for further details regarding the impact of the Business Combination and the change in fiscal year-end on the presentation of our financial statements. 66 As a result of the Business Combination, Mirion’s financial statement presentation distinguishes Mirion TopCo as the “Predecessor” for periods prior to the closing of the Business Combination and Mirion Technologies, Inc. as the “Successor” for periods after the closing of the Business Combination.
See the "Basis of Presentation" section below for further details regarding the impact of the Business Combination and the change in fiscal year-end on the presentation of our financial statements. 52 Table of Content s As a result of the Business Combination, Mirion’s financial statement presentation distinguishes Mirion TopCo as the “Predecessor” for periods prior to the closing of the Business Combination and Mirion Technologies, Inc. as the “Successor” for periods after the closing of the Business Combination.
Revenues were $154.1 million fo r the Successor Period from October 20, 2021 through December 31, 2021, $168.0 million for the Predecessor Period from July 1, 2021 through October 19, 2021, and $346.2 million for the unaudited six months ended June 30, 2021, of which 31.9%, 35.9% and 29.9% were generated in the Medical segment for the Successor Period, Predecessor Period, and unaudited six months ended June 30, 2021, respectively, and 68.1%, 64.1% and 70.1% were generated in the Industrial segment for the Successor Period, Predecessor Period, and unaudited six months ended June 30, 2021, respectively. • Backlog (representing committed but undelivered contracts and purchase orders, including funded and unfunded government contracts) was $737.4 million and $747.5 million as of December 31, 2022, and December 31, 2021, respectively.
Revenues were $154.1 million for the Successor Period from October 20, 2021 through December 31, 2021, $168.0 million for the Predecessor Period from July 1, 2021 through October 19, 2021, and $346.2 million for the unaudited six months ended June 30, 2021, of which 31.9%, 35.9% and 29.9% were generated in the Medical segment for the Successor Period, Predecessor Period, and unaudited six months ended June 30, 2021, respectively, and 68.1%, 64.1% and 70.1% were generated in the Technologies segment for the Successor Period, Predecessor Period, and unaudited six months ended June 30, 2021, respectively. • Backlog (representing committed but undelivered contracts and purchase orders, including funded and unfunded government contracts) was $857.1 million and $737.4 million as of December 31, 2023, and December 31, 2022, respectively.
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.
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.
T he following tables present a reconciliation of certain non-GAAP financial measures for the year ended December 31, 2022, Successor Period from October 20, 2021 through December 31, 2021, the Predecessor Periods from July 1, 2021 through October 19, 2021, and for the Predecessor fiscal year ended June 30, 2021. 68 Successor Successor Predecessor Predecessor (In millions) Year Ended December 31, 2022 From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 Year Ended June 30, 2021 Net loss $ (288.4) $ (23.0) $ (105.7) $ (158.4) Interest expense, net 41.9 6.2 52.8 163.2 Income tax (benefit) provision (18.2) (6.8) (5.6) (5.9) Amortization 145.8 32.0 19.7 62.8 EBITA $ (118.9) $ 8.4 $ (38.8) $ 61.7 Depreciation - Mirion Business Combination step-up 6.4 1.3 — — Depreciation - all other 22.3 4.0 6.2 20.8 EBITDA $ (90.2) $ 13.7 $ (32.6) $ 82.5 Stock-based compensation expense 31.8 5.3 9.3 — Decrease in fair value of warrant liabilities (37.6) (1.2) — — Goodwill impairment 211.8 — — — Other impairments (1) 7.0 — — — Debt extinguishment — — 15.9 — Foreign currency loss (gain), net 4.9 1.6 (0.6) 13.4 Revenue reduction from purchase accounting — 2.3 4.5 8.0 Cost of revenues impact from inventory valuation purchase accounting 6.3 15.8 — 5.2 Non-operating expenses (2)(3)(4)(5)(6) 30.7 7.0 34.7 43.1 Adjusted EBITDA $ 164.7 $ 44.5 $ 31.2 $ 152.2 (1) Other impairments consist of $7.0 million of impairment charges primarily related to a business held for sale and an equity investment.
The following tables present a reconciliation of certain non-GAAP financial measures for the year ended December 31, 2023, the year ended December 31, 2022, Successor Period from October 20, 2021 through December 31, 2021, the Predecessor Periods from July 1, 2021 through October 19, 2021, and for the Predecessor fiscal year ended June 30, 2021. 54 Table of Content s Successor Successor Successor Predecessor Predecessor (In millions) Year Ended December 31, 2023 Year Ended December 31, 2022 From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 Year Ended June 30, 2021 Net loss $ (98.7) $ (288.4) $ (23.0) $ (105.7) $ (158.4) Interest expense, net 57.1 41.9 6.2 52.8 163.2 Income tax (benefit) provision (6.6) (18.2) (6.8) (5.6) (5.9) Amortization 131.3 145.8 32.0 19.7 62.8 EBITA $ 83.1 $ (118.9) $ 8.4 $ (38.8) $ 61.7 Depreciation - Mirion Business Combination step-up 6.4 6.4 1.3 — — Depreciation - all other 25.1 22.3 4.0 6.2 20.8 EBITDA $ 114.6 $ (90.2) $ 13.7 $ (32.6) $ 82.5 Stock-based compensation expense 21.9 31.8 5.3 9.3 — Decrease in fair value of warrant liabilities 24.8 (37.6) (1.2) — — Goodwill impairment — 211.8 — — — Other impairments (1) — 7.0 — — — Debt extinguishment 2.6 — — 15.9 — Foreign currency loss (gain), net (0.3) 4.9 1.6 (0.6) 13.4 Revenue reduction from purchase accounting — — 2.3 4.5 8.0 Cost of revenues impact from inventory valuation purchase accounting — 6.3 15.8 — 5.2 Non-operating expenses (2)(3)(4)(5)(6)(7) 17.1 30.7 7.0 34.7 43.1 Adjusted EBITDA $ 180.7 $ 164.7 $ 44.5 $ 31.2 $ 152.2 (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.
See “Business segments” and “Corporate and other” below for further details. Interest expense, net Interest expense, net, was $6.2 million for the Successor Period and $52.8 million for the Predecessor Stub Period. Interest expense, net, was $76.4 million for the unaudited six months ended December 31, 2020.
See “Business segments” and “Corporate and other” below for further details. 72 Table of Content s Interest expense, net Interest expense, net, was $6.2 million for the Successor Period and $52.8 million for the Predecessor Stub Period. Interest expense, net, was $76.4 million for the unaudited six months ended December 31, 2020.
The impact of purchase accounting related to the fair value 80 adjustment of deferred revenue for the SNC acquisition reduced Medical segment revenues for the Successor and Predecessor Stub Periods by $2.3 million and $4.5 million, respectively.
The impact of purchase accounting related to the fair 71 Table of Content s value adjustment of deferred revenue for the SNC acquisition reduced Medical segment revenues for the Successor and Predecessor Stub Periods by $2.3 million and $4.5 million, respectively.
However, there were no significant changes in estimated contract costs for the fiscal year ended December 31, 2022, Successor Period of October 20, 2021 through December 31, 2021, the Predecessor Stub Period of July 1, 2021 through October 19, 2021, and the fiscal year ended June 30, 2021.
However, there were no significant changes in estimated contract costs for the year ended December 31, 2023, the year ended December 31, 2022, the Successor Period of October 20, 2021 through December 31, 2021, the Predecessor Periods of July 1, 2021 through October 19, 2021, or the fiscal year ended June 30, 2021.
While we experienced some improvements in shipping delivery and associated labor availability during the three month period ended December 31, 2022, the supply chain disruption continues to be a challenge and a risk of negatively impacting our future operating margins.
While we experienced some improvements in shipping delivery and associated labor availability during the year ended December 31, 2023, the supply chain disruption continues to be a challenge and a risk of negatively impacting our future operating margins.
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.
If our 53 Table of Content s 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.
From October 20, 2021 through December 31, 2021 (Successor) and July 1, 2021 through October 19, 2021 (Predecessor Stub Period) Compared to Six Months Ended December 31, 2020 (Predecessor) Unaudited Successor Predecessor Predecessor From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 Six Months Ended December 31, 2020 Net cash (used in) provided by operating activities $ (12.2) $ 13.1 $ 19.4 Net cash used in investing activities $ (2,189.4) $ (12.5) $ (284.5) Net cash provided by financing activities $ 1,537.7 $ 1.0 $ 249.3 91 Net Cash Provided by Operating Activities Net cash (used in) or provided by operating activities was $(12.2) million for the Successor period and $13.1 million for the Predecessor Stub Period which was a decrease of $18.5 million over the net cash provided by operating activities of $19.4 million for the unaudited six months ended December 31, 2020.
From October 20, 2021 through December 31, 2021 (Successor) and July 1, 2021 through October 19, 2021 (Predecessor Stub Period) Compared to Six Months Ended December 31, 2020 (Predecessor) Net Cash Provided by Operating Activities Net cash (used in) or provided by operating activities was $(12.2) million for the Successor period and $13.1 million for the Predecessor Stub Period which was a decrease of $18.5 million over the net cash provided by operating activities of $19.4 million for the unaudited six months ended December 31, 2020.
Income taxes The effective income tax rate was 6% for the year ended December 31, 2022 and 23%, 5%, and (8)% for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively.
Income taxes The effective income tax rate was 5.9% for the year ended December 31, 2022 and 22.8%, 5.0%, and (8.4)% for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively.
GAAP. 87 (2) The following table reconciles non-GAAP measures EBITA, EBITDA and Adjusted EBITDA to the most directly comparable U.S.
GAAP. 75 Table of Content s (2) The following table reconciles non-GAAP measures EBITA, EBITDA and Adjusted EBITDA to the most directly comparable U.S.
The following tables present a reconciliation of non-GAAP Adjusted Revenue and Adjusted EBITDA by segment for the year ended December 31, 2022, Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021. 69 Year Ended December 31, 2022 (Successor) (In millions) Medical Industrial Corporate & Other Consolidated Revenues $ 271.7 $ 446.1 $ — $ 717.8 Revenue reduction from purchase accounting — — — — Adjusted Revenues $ 271.7 $ 446.1 $ — $ 717.8 Income from operations $ (84.4) $ (98.0) $ (115.4) $ (297.8) Amortization 64.3 81.5 — 145.8 Depreciation - core 13.3 8.2 0.8 22.3 Depreciation - Mirion Business Combination step-up 4.8 1.4 0.2 6.4 Cost of revenues impact from inventory valuation purchase accounting 0.9 5.4 — 6.3 Stock-based compensation 0.6 1.0 30.2 31.8 Goodwill impairment 87.3 124.5 — 211.8 Other impairments — — 7.0 7.0 Non-operating expenses — — 30.7 30.7 Other Income / Expense — — 0.4 0.4 Adjusted EBITDA $ 86.8 $ 124.0 $ (46.1) $ 164.7 From October 20, 2021 through December 31, 2021 (Successor) (in millions) Medical Industrial Corporate & Other Consolidated Revenues $ 49.2 $ 104.9 $ — $ 154.1 Revenue reduction from purchase accounting 2.3 — — 2.3 Adjusted Revenues $ 51.5 $ 104.9 $ — $ 156.4 Income from operations $ (4.3) $ 1.1 $ (19.7) $ (22.9) Amortization 13.8 18.2 — 32.0 Depreciation - core 2.3 1.5 0.2 4.0 Depreciation - Mirion Business Combination step-up 0.9 0.4 — 1.3 Revenue reduction from purchase accounting 2.3 — — 2.3 Cost of revenues impact from inventory valuation purchase accounting 3.3 12.5 — 15.8 Stock based compensation — — 5.3 5.3 Non-operating expenses — — 6.6 6.6 Other Income / Expense — — 0.1 0.1 Adjusted EBITDA $ 18.3 $ 33.7 $ (7.5) $ 44.5 From July 1, 2021 through October 19, 2021 (Predecessor) (in millions) Medical Industrial Corporate & Other Consolidated Revenues $ 60.3 $ 107.7 $ — $ 168.0 Revenue reduction from purchase accounting 4.5 — — 4.5 Adjusted Revenues $ 64.8 $ 107.7 $ — $ 172.5 Income from operations $ 0.7 $ 11.7 $ (54.0) $ (41.6) Amortization 9.8 9.9 — 19.7 Depreciation - core 3.5 2.5 0.2 6.2 Depreciation - Mirion Business Combination step-up — — — — Revenue reduction from purchase accounting 4.5 — — 4.5 Stock based compensation — — 9.3 9.3 Non-operating expenses — — 33.5 33.5 Other Income / Expense — — (0.4) (0.4) Adjusted EBITDA $ 18.5 $ 24.1 $ (11.4) $ 31.2 70 Unaudited Six Months Ended June 30, 2021 (Predecessor) (in millions) Medical Industrial Corporate & Other Consolidated Revenues $ 103.6 $ 242.6 $ — $ 346.2 Revenue reduction from purchase accounting 8.0 — — 8.0 Adjusted Revenues $ 111.6 $ 242.6 $ — $ 354.2 Income from operations $ (2.7) 47.7 (49.2) $ (4.2) Amortization 17.2 20.0 — 37.2 Depreciation - core 6.4 5.1 0.4 11.9 Revenue reduction from purchase accounting 8.0 — — 8.0 Cost of revenues impact from inventory valuation purchase accounting 4.7 — — 4.7 Stock based compensation — — (0.1) (0.1) Non-operating expenses — — 32.1 32.1 Other Income / Expense — — 0.3 0.3 Adjusted EBITDA $ 33.6 $ 72.8 $ (16.5) $ 89.9 Our Business Segments We manage and report our business in two business segments: Medical and Industrial.
The following tables present a reconciliation of non-GAAP Adjusted Revenue and Adjusted EBITDA by segment for the year ended December 31, 2023, year ended December 31, 2022, Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021. 55 Table of Content s Year Ended December 31, 2023 (Successor) (In millions) Medical Industrial Corporate & Other Consolidated Income from operations $ 13.0 $ 46.0 $ (80.9) $ (21.9) Amortization 54.7 76.6 — 131.3 Depreciation - core 15.7 8.9 0.5 25.1 Depreciation - Mirion Business Combination step-up 4.8 1.4 0.2 6.4 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 — 0.1 (0.4) (0.3) Adjusted EBITDA $ 97.5 $ 135.4 $ (52.2) $ 180.7 Year Ended December 31, 2022 (Successor) (In millions) Medical Industrial Corporate & Other Consolidated Income from operations $ (98.9) $ (103.1) $ (95.8) $ (297.8) Amortization 64.3 81.5 — 145.8 Depreciation - core 13.3 8.2 0.8 22.3 Depreciation - Mirion Business Combination step-up 4.8 1.4 0.2 6.4 Cost of revenues impact from inventory valuation purchase accounting 0.9 5.4 — 6.3 Stock-based compensation 0.6 1.0 30.2 31.8 Goodwill impairment 87.3 124.5 — 211.8 Other impairments — 2.5 4.5 7.0 Non-operating expenses 14.6 2.6 13.8 31.0 Other Income / Expense — — 0.1 0.1 Adjusted EBITDA $ 86.9 $ 124.0 $ (46.2) $ 164.7 From October 20, 2021 through December 31, 2021 (Successor) (in millions) Medical Technologies Corporate & Other Consolidated Revenues $ 49.2 $ 104.9 $ — $ 154.1 Revenue reduction from purchase accounting 2.3 — — 2.3 Adjusted Revenues $ 51.5 $ 104.9 $ — $ 156.4 Income from operations $ (5.4) $ (0.8) $ (16.7) $ (22.9) Amortization 13.8 18.2 — 32.0 Depreciation - core 2.3 1.5 0.2 4.0 Depreciation - Mirion Business Combination step-up 0.9 0.4 — 1.3 Revenue reduction from purchase accounting 2.3 — — 2.3 Cost of revenues impact from inventory valuation purchase accounting 3.3 12.5 — 15.8 Stock based compensation — — 5.3 5.3 Non-operating expenses 1.1 1.9 3.6 6.6 Other Income / Expense — — 0.1 0.1 Adjusted EBITDA $ 18.3 $ 33.7 $ (7.5) $ 44.5 56 Table of Content s From July 1, 2021 through October 19, 2021 (Predecessor) (in millions) Medical Technologies Corporate & Other Consolidated Revenues $ 60.3 $ 107.7 $ — $ 168.0 Revenue reduction from purchase accounting 4.5 — — 4.5 Adjusted Revenues $ 64.8 $ 107.7 $ — $ 172.5 Income from operations $ (1.8) $ 8.2 $ (48.0) $ (41.6) Amortization 9.8 9.9 — 19.7 Depreciation - core 3.5 2.5 0.2 6.2 Depreciation - Mirion Business Combination step-up — — — — Revenue reduction from purchase accounting 4.5 — — 4.5 Stock based compensation — — 9.3 9.3 Non-operating expenses 2.5 3.5 27.5 33.5 Other Income / Expense — — (0.4) (0.4) Adjusted EBITDA $ 18.5 $ 24.1 $ (11.4) $ 31.2 Unaudited Six Months Ended June 30, 2021 (Predecessor) (in millions) Medical Technologies Corporate & Other Consolidated Revenues $ 103.6 $ 242.6 $ — $ 346.2 Revenue reduction from purchase accounting 8.0 — — 8.0 Adjusted Revenues $ 111.6 $ 242.6 $ — $ 354.2 Income from operations $ (5.3) 37.4 (36.3) $ (4.2) Amortization 17.2 20.0 — 37.2 Depreciation - core 6.4 5.1 0.4 11.9 Revenue reduction from purchase accounting 8.0 — — 8.0 Cost of revenues impact from inventory valuation purchase accounting 4.7 — — 4.7 Stock based compensation — — (0.1) (0.1) Non-operating expenses 2.6 10.3 19.2 32.1 Other Income / Expense — — 0.3 0.3 Adjusted EBITDA $ 33.6 $ 72.8 $ (16.5) $ 89.9 Our Business Segments We manage and report our business in two business segments: Medical and Technologies.
Segment income from operations includes revenues of the segment less expenses that are directly related to those revenues but 85 excludes certain charges to cost of revenues and selling, general and administrative expenses predominantly related to corporate costs, shared overhead and other costs related to restructuring activities and costs to achieve operational initiatives, which are included in Corporate and Other in the table below.
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.
Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses were $362.3 million for the year ended December 31, 2022 and $70.1 million, $101.6 million, and $127.1 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively, resulting in an increase of $63.5 million. 75 Our Medical segment incurred higher SG&A expenses of $33.0 million for the year ended December 31, 2022.
Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses were $362.3 million for the year ended December 31, 2022 and $70.1 million, $101.6 million, and $127.1 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively, resulting in an increase of $63.5 million.
Cash flows For the Year Ended December 31, 2022 (Successor) Compared to the Successor Stub Period from October 20, 2021 through December 31, 2021, Predecessor Stub Period from July 1, 2021 through October 19, 2021, and unaudited Six Months Ended June 30, 2021 Unaudited Successor Predecessor (In millions) Fiscal Year Ended December 31, 2022 From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 Six Months Ended June 30, 2021 Net cash provided by (used in) operating activities $ 39.4 $ (12.2) $ 13.1 $ 33.7 Net cash used in investing activities $ (39.5) $ (2,189.4) $ (12.5) $ (28.9) Net cash (used in) provided by financing activities $ (7.0) $ 1,537.7 $ 1.0 $ (9.9) 90 Net Cash Provided by (Used in) Operating Activities Operating activities provided net cash of $39.4 million for the year ended December 31, 2022 (Successor), used net cash of $12.2 million for the Successor Stub Period, provided net cash of $13.1 million for the Predecessor Stub Period, and provided net cash of $33.7 million for the six months ended June 30, 2021 (Predecessor), representing an increase of $4.8 million.
For the Year Ended December 31, 2022 (Successor) Compared to the Successor Stub Period from October 20, 2021 through December 31, 2021, Predecessor Stub Period from July 1, 2021 through October 19, 2021, and unaudited Six Months Ended June 30, 2021 Net Cash Provided by (Used in) Operating Activities Operating activities provided net cash of $39.4 million for the year ended December 31, 2022 (Successor), used net cash of $12.2 million for the Successor Stub Period, provided net cash of $13.1 million for the Predecessor Stub Period, and provided net cash of $33.7 million for the six months ended June 30, 2021 (Predecessor), representing an increase of $4.8 million.
As a result, historical results of operations and other financial data, as well as period-to-period comparisons of these results, may not be comparable or indicative of future operating results or future financial condition. 73 Results of Operations For the Year Ended December 31, 2022 (Successor) Compared to the Successor Stub Period from October 20, 2021 through December 31, 2021, Predecessor Stub Period from July 1, 2021 through October 19, 2021, and unaudited Six Months Ended June 30, 2021 The following tables summarizes our results of operations for the periods presented below (in millions): Unaudited Successor Predecessor (Dollars in millions) Year Ended December 31, 2022 From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 Six months ended June 30, 2021 Revenues $ 717.8 $ 154.1 $ 168.0 $ 346.2 Cost of revenues 407.7 100.2 97.7 204.1 Gross profit 310.1 53.9 70.3 142.1 Selling, general and administrative expenses 362.3 70.1 101.6 127.1 Research and development 30.3 6.7 10.3 19.2 Goodwill impairment 211.8 — — — Impairment loss on business held for sale 3.5 — — — Loss from operations (297.8) (22.9) (41.6) (4.2) Interest expense, net 41.9 6.2 52.8 86.8 Foreign currency loss (gain), net 4.9 1.6 (0.6) (2.9) Change in fair value of warrant liabilities - (gain)/loss (37.6) (1.2) — — Other expense (income), net (0.4) 0.3 1.6 (0.7) Loss on debt extinguishment — — 15.9 — Loss before benefit from income taxes (306.6) (29.8) (111.3) (87.4) Benefit from income taxes (18.2) (6.8) (5.6) 7.3 Net loss (288.4) (23.0) (105.7) (94.7) Loss attributable to noncontrolling interests (11.5) (0.8) — (0.1) Net loss attributable to stockholders $ (276.9) $ (22.2) $ (105.7) $ (94.6) For purposes of management's discussion and analysis below, period over period comparisons represent full year 2022 results compared to the accumulation of the Successor Stub Period, Predecessor Stub Period, and the unaudited six months ended June 20, 2021.
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. 64 Table of Content s For the Year Ended December 31, 2022 (Successor) Compared to the Successor Stub Period from October 20, 2021 through December 31, 2021, Predecessor Stub Period from July 1, 2021 through October 19, 2021, and unaudited Six Months Ended June 30, 2021 The following tables summarizes our results of operations for the periods presented below (in millions): Unaudited Successor Predecessor (Dollars in millions) Year Ended December 31, 2022 From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 Six months ended June 30, 2021 Revenues $ 717.8 $ 154.1 $ 168.0 $ 346.2 Cost of revenues 407.7 100.2 97.7 204.1 Gross profit 310.1 53.9 70.3 142.1 Selling, general and administrative expenses 362.3 70.1 101.6 127.1 Research and development 30.3 6.7 10.3 19.2 Goodwill impairment 211.8 — — — Impairment loss on business held for sale 3.5 — — — Loss from operations (297.8) (22.9) (41.6) (4.2) Interest expense, net 41.9 6.2 52.8 86.8 Foreign currency loss (gain), net 4.9 1.6 (0.6) (2.9) Change in fair value of warrant liabilities - (gain)/loss (37.6) (1.2) — — Other expense (income), net (0.4) 0.3 1.6 (0.7) Loss on debt extinguishment — — 15.9 — Loss before benefit from income taxes (306.6) (29.8) (111.3) (87.4) Benefit from income taxes (18.2) (6.8) (5.6) 7.3 Net loss (288.4) (23.0) (105.7) (94.7) Loss attributable to noncontrolling interests (11.5) (0.8) — (0.1) Net loss attributable to stockholders $ (276.9) $ (22.2) $ (105.7) $ (94.6) For purposes of management's discussion and analysis below, period over period comparisons represent full year 2022 results compared to the accumulation of the Successor Stub Period, Predecessor Stub Period, and the unaudited six months ended June 20, 2021.
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.
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.
Derivative warrant liabilities were $30.5 million and $68.1 million as of December 31, 2022 and December 31, 2021, respectively, as the fair value of the Public and Private Placement Warrants decreased from $2.50 per warrant to $1.12 per warrant in the year ended December 31, 2022.
Derivative warrant liabilities were $55.3 million and $30.5 million as of December 31, 2023 and December 31, 2022, respectively, as the fair value of the Public and Private Placement Warrants increased from $1.12 per warrant to $2.03 per warrant in the year ended December 31, 2023.
Income tax benefit in the Successor Period differed from income tax benefit in the Predecessor Stub Period and the unaudited six months ended December 31, 2020, primarily due to changes in valuation allowances.
Income tax benefit in the Successor Period differed from income tax benefit in the Predecessor Stub Period and the unaudited six months ended December 31, 2020, primarily due to changes in valuation allowances. Business segments The following provides detail for business segment results for the Successor Period, the Predecessor Stub Period, and the unaudited six months ended December 31, 2020.
GAAP financial performance measure, which is net loss: Successor Predecessor (In millions) December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 From October 20, 2021 through December 31, 2021 From July 1, 2021 through October 19, 2021 September 30, 2021 June 30, 2021 March 31, 2021 Net loss $ (159.7) $ (50.4) $ (59.3) $ (19.0) $ (23.0) $ (105.7) $ (46.7) $ (54.0) $ (40.7) Interest expense, net 12.5 13.1 8.4 7.9 6.2 52.8 43.8 43.7 43.0 Income tax (benefit) provision (1.7) (5.0) (7.4) (4.1) (6.8) (5.6) (4.7) 14.4 (7.1) Amortization 34.3 35.2 37.5 38.8 32.0 19.7 16.1 18.5 18.6 EBITA $ (114.6) $ (7.1) $ (20.8) $ 23.6 $ 8.4 $ (38.8) $ 8.5 $ 22.6 $ 13.8 Depreciation 7.8 7.4 7.3 6.2 5.3 6.2 5.1 6.9 5.0 EBITDA $ (106.8) $ 0.3 $ (13.5) $ 29.8 $ 13.7 $ (32.6) $ 13.6 $ 29.5 $ 18.8 Stock/share-based compensation expense 7.0 8.5 8.5 7.8 5.3 9.3 — — (0.1) (Decrease) increase in fair value of warrant liabilities (10.1) 12.0 (19.6) (19.9) (1.2) — — — — Goodwill impairment 156.6 — 55.2 — — — — — — Other impairments 4.5 2.5 — — — — — — — Debt extinguishment — — — — — 15.9 — — — Foreign currency loss (gain), net (3.0) 3.1 3.3 1.5 1.6 (0.6) (1.4) 1.1 (4.0) Revenue reduction from purchase accounting — — — — 2.3 4.5 3.7 3.7 4.3 Cost of revenues impact from inventory valuation purchase accounting — — — 6.3 15.8 — — — 4.7 Non-operating expenses 8.2 4.4 8.7 9.4 7.0 34.7 15.0 15.6 16.1 Adjusted EBITDA $ 56.4 $ 30.8 $ 42.6 $ 34.9 $ 44.5 $ 31.2 $ 30.9 $ 49.9 $ 39.8 88 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.
GAAP financial performance measure, which is net loss: For the three months ended (In millions) December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 Net loss $ (14.5) $ (12.9) $ (28.4) $ (42.9) $ (159.7) $ (50.4) $ (59.3) $ (19.0) Interest expense, net 14.4 14.2 13.6 14.9 12.5 13.1 8.4 7.9 Income tax (benefit) provision (3.5) (0.8) (1.2) (1.1) (1.7) (5.0) (7.4) (4.1) Amortization 31.8 32.7 33.2 33.6 34.3 35.2 37.5 38.8 EBITA $ 28.2 $ 33.2 $ 17.2 $ 4.5 $ (114.6) $ (7.1) $ (20.8) $ 23.6 Depreciation 8.2 7.9 7.6 7.8 7.8 7.4 7.3 6.2 EBITDA $ 36.4 $ 41.1 $ 24.8 $ 12.3 $ (106.8) $ 0.3 $ (13.5) $ 29.8 Stock-based compensation expense 4.2 6.1 6.0 5.6 7.0 8.5 8.5 7.8 Increase (decrease) in fair value of warrant liabilities 18.5 (12.8) 5.7 13.4 (10.1) 12.0 (19.6) (19.9) Goodwill impairment — — — — 156.6 — 55.2 — Other impairments — — — — 4.5 2.5 — — Debt extinguishment — — — 2.6 — — — — Foreign currency (gain) loss, net (1.3) 1.5 (0.2) (0.3) (3.0) 3.1 3.3 1.5 Cost of revenues impact from inventory valuation purchase accounting — — — — — — — 6.3 Non-operating expenses 3.2 2.9 8.0 3.0 8.2 4.4 8.7 9.4 Adjusted EBITDA $ 61.0 $ 38.8 $ 44.3 $ 36.6 $ 56.4 $ 30.8 $ 42.6 $ 34.9 76 Table of Content s 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.
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.
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.
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.
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.
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 us is predominantly in our Industrial segment where we have certain projects involving Russian customers or other Russian counterparties.
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 Technologies segment.
At December 31, 2022, December 31, 2021, and June 30, 2021, we had $73.5 million, $84.0 million, and $101.1 million, respectively, in cash and cash equivalents, which include amounts held by entities outside of the United States of approximately $66.4 million, $69.5 million, and $67.3 million, respectively, primarily in Europe and Canada.
At December 31, 2023 and December 31, 2022, we had $128.8 million and $73.5 million, respectively, in cash and cash equivalents, which include amounts held by entities outside of the United States of approximately $105.4 million and $66.4 million, respectively, primarily in Europe and Canada.
We manage and report results of operations in two business segments: Medical and Industrial. • Our 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 Industrial 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 Technologies segment, respectively.
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 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 increase was primarily driven by the increased amortization expense resulting from intangible assets acquired in the Business Combination, as well as increased receivable reserves related to a Russian based customer. Corporate SG&A expenses were $105.8 million for the year ended December 31, 2022, resulting in a decrease in SG&A expenses of $6.9 million.
Our Technologies segment incurred higher SG&A 66 Table of Content s expenses of $37.4 million for the year ended December 31, 2022. The increase was primarily driven by the increased amortization expense resulting from intangible assets acquired in the Business Combination, as well as increased receivable reserves related to a Russian based customer.

… 195 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+1 added−1 removed8 unchanged
Biggest changeWe may from time to time use interest rate swap agreements or other hedging instruments to manage the interest rate characteristics of a portion of our outstanding deb t. However, as of December 31, 2022, we did not have any active interest rate swap agreements or other hedging instruments of any value.
Biggest changeInterest rates risk We are exposed to changes in interest rates primarily as a result of our long-term debt. We may from time to time use interest rate swap agreements or other hedging instruments to manage the interest rate characteristics of a portion of our outstanding deb t.
During the Successor Period ended December 31, 2022 and from October 20, 2021 through December 31, 2021 and during the Predecessor Periods from July 1, 2021 through October 19, 2021 and the fiscal years ended June 30, 2021, and June 30, 2020, the effect of a hypothetical 1% change in exchange rates would have impacted accumulated other comprehensive income by approximately $18.8 million, $2.5 million, $4.0 million, $4.5 million, and $5.1 million, respectively.
During the Successor Period ended December 31, 2022 and from October 20, 2021 through December 31, 2021 and during the Predecessor Periods from July 1, 2021 through October 19, 2021 and the fiscal year ended June 30, 2021, the effect of a hypothetical 1% change in exchange rates would have impacted accumulated other comprehensive income by approximately $20.7 million, $18.8 million, $2.5 million, $4.0 million, and $4.5 million, respectively.
During the Successor Period ended December 31, 2022 and from October 20, 2021 through December 31, 2021 and the Predecessor Period from July 1, 2021 through October 19, 2021 and the fiscal years ended June 30, 2021, and June 30, 2020, the effect of a hypothetical 10% change in foreign currencies that we have exposure to compared to the U.S. dollar would have impacted our revenues by approximately $34.3 million, $8.7 million, $9.3 million, $41.7 million, and $31.6 million respectively.
During the Successor Period ended December 31, 2023, December 31, 2022 and from October 20, 2021 through December 31, 2021 and the Predecessor Period from July 1, 2021 through October 19, 2021 and the fiscal year ended June 30, 2021, the effect of a hypothetical 10% change in foreign currencies that we have exposure to compared to the U.S. dollar would have impacted our revenues by approximately $39.3 million, $34.3 million $8.7 million, $9.3 million, and $41.7 million, respectively.
We derived approximately 40.2%, 43.7%, 40.4%, 49.9%, and 54.9% of our revenues during the Successor Period ended December 31, 2022 and from October 20, 2021 through December 31, 2021 and the Predecessor Period from July 1, 2021 through October 19, 2021 and the fiscal years ended June 30, 2021, and June 30, 2020, respectively, from outside the United States through international operations, some of which were transacted in U.S. dollars.
We derived approximately 40.6%, 40.2%, 43.7%, 40.4%, and 49.9%, of our revenues during the Successor Period ended December 31, 2023, December 31, 2022 and from October 20, 2021 through December 31, 2021 and the Predecessor Period from July 1, 2021 through October 19, 2021 and the fiscal year ended June 30, 2021, respectively, from outside the United States through international operations, some of which were transacted in U.S. dollars.
Based on the amounts and mix of our floating rate debt at December 31, 2022, if market interest rates increase an average of 100 basis points, our year-to-date interest expense would increase by approximately $8.4 million. We determined these amounts by considering the impact of the hypothetical interest rates on our borrowing costs.
Based on the amounts and mix of our floating rate debt at December 31, 2023, if market interest rates increase an average of 100 basis points, our year-to-date interest expense would increase by approximately $7.2 million. We determined these amounts by considering the impact of the hypothetical interest rates on our borrowing costs.
Any price increases we may impose may lead to declines in sales volume or market share, if competitors do not similarly adjust their prices, or customers refuse to purchase at the higher prices. 97
Any price increases we may impose may lead to declines in sales volume or market share, if competitors do not similarly adjust their prices, or customers refuse to purchase at the higher prices. 86 Table of Content s
Changes in foreign exchange rates could impact the price and the demand for our products such as a strengthening dollar causes exports to become more expensive to foreign customers and businesses that must pay for them in other currencies. 96 Interest rates risk We are exposed to changes in interest rates primarily as a result of our long-term debt.
Changes in foreign exchange rates could impact the price and the demand 85 Table of Content s for our products such as a strengthening dollar causes exports to become more expensive to foreign customers and businesses that must pay for them in other currencies.
Foreign currency exposures relate to transactions denominated in currencies that differ from the function currencies of our subsidiaries.
Foreign currency exposures relate to transactions denominated in currencies that differ from the function currencies of our subsidiaries. We may from time to time use cross currency swap agreements or other hedging instruments to manage certain foreign currency exposures .
Removed
In March 2020, we executed an interest rate cap agreement effective September 30, 2020 through March 31, 2022 for a 2% LIBOR interest rate cap on $542 million notional value. This instrument was canceled in November 2021 given our new financing in October 2021.
Added
In the year ended December 31, 2023, we executed an interest rate swap agreement effective June 30, 2023 through June 30, 2026, which entitles the Company to floating interest receipts for fixed interest payments on $75 million notional value.

Other MIR 10-K year-over-year comparisons