# Mirion Technologies, Inc. (MIR) FY 2023 MD&A Verbatim Item 7 Management's Discussion and Analysis from Mirion Technologies, Inc.'s 10-K for fiscal year 2023. SEC filing source: https://www.sec.gov/Archives/edgar/data/1809987/000162828024007670/mir-20231231.htm Accession: 0001628280-24-007670 Filing date: 2024-02-28 Report date: 2023-12-31 Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high Company profile: /company/MIR/ All MD&A years: /company/MIR/mda/ Previous year: /company/MIR/mda/fy2022/ (FY 2022) Next year: /company/MIR/mda/fy2024/ (FY 2024) ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of Mirion’s financial condition and results of operations together with the consolidated financial statements and related notes of Mirion Technologies, Inc. that are included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section entitled “Part I, Item 1A. Risk Factors” or in other parts of this Annual Report on Form 10-K. Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Unless the context otherwise requires, references in this section to “we,” “us,” “our,” “Mirion” and “the Company” refer to the business and operations of Mirion Technologies TopCo, Ltd. and its consolidated subsidiaries prior to the Business Combination and to Mirion and its consolidated subsidiaries, following the consummation of the Business Combination. Unless the context otherwise requires or unless otherwise specified, all dollar amounts in this section are in millions. Overview We are a global provider of products, services, and software that allow our customers to safely leverage the power of ionizing radiation for the greater good of humanity through critical applications in the medical, nuclear and defense markets, as well as laboratories, scientific research, analysis, and exploration. We provide dosimetry solutions for monitoring the total amount of radiation medical staff members are exposed to over time, radiation therapy quality assurance solutions for calibrating and verifying imaging and treatment accuracy, and radionuclide therapy products for nuclear medicine applications such as shielding, product handling, medical imaging furniture, and rehabilitation products. We provide robust, field-ready personal radiation detection and identification equipment for defense applications and radiation detection and analysis tools for power plants, labs, and research applications. Nuclear power plant product offerings are used for the full nuclear power plant lifecycle including core detectors, essential measurement devices for new build, maintenance, decontamination and decommission, and equipment for monitoring and control during fuel dismantling and remote environmental monitoring. We manage and report results of operations in two business segments: Medical and Technologies. •Our revenues were $800.9 million for the year ended December 31, 2023, of which 35.5% and 64.5% were generated in the Medical segment and the Technologies 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. 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. The Mirion Business Combination The Business Combination closed on October 20, 2021 (the “Closing Date”), and GS Acquisition Holdings Corp II ("GSAH") was renamed Mirion Technologies, Inc. Our Class A common stock is listed on the New York Stock Exchange (the "NYSE") under the ticker symbol “MIR.” The Business Combination has been accounted for under ASC 805, Business Combinations. GSAH has been determined to be the accounting acquirer. Mirion constitutes a business in accordance with ASC 805 and the Business Combination constitutes a change in control. Accordingly, the Business Combination has been accounted for using the acquisition method. Under this method of accounting, Mirion is treated as the “acquired” company for financial reporting purposes and our net assets are stated at fair value, with goodwill or other intangible assets recorded. On October 20, 2021, the Board of Directors determined to change Mirion TopCo's fiscal year end from June 30 of each year to December 31 of each year. The determination was made to align Mirion’s fiscal year end with GSAH’s fiscal year end. 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 Contents 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. As a result of the application of the acquisition method of accounting in the Successor Period, the financial statements for the Successor Period are presented on a full step-up basis as a result of the Business Combination, and are therefore not comparable to the financial statements of the Predecessor Period that are not presented on the same full step-up basis due to the Business Combination. Key Factors Affecting Our Performance We believe that our business and results of operations and financial condition may be impacted in the future by various trends and conditions, including the following: •International Conflict such as the Russia-Ukraine conflict and conflict in the Middle East—International conflict such as the Russia-Ukraine conflict which has impacted and may continue to impact us, and conflict in the Middle East which may impact us in the future including through increased inflation, limited availability of certain commodities, supply chain disruption, disruptions to our global technology infrastructure, including cyberattacks, increased terrorist activities, volatility or disruption in the capital markets, and delays or cancellations of customer projects. •Inflation and Interest Rates—We continue to actively monitor, evaluate and respond to developments relating to operational challenges in the current inflationary environment. Global supply chain disruptions and the higher inflationary environment remain unpredictable and our past results may not be indicative of future performance. In addition, the increase in interest rates has in turn led to increases in the interest rates applicable to our indebtedness and increased our debt service costs. •Tariffs or Sanctions—The United States imposes tariffs on imports from China and other countries, which has resulted in retaliatory tariffs and restrictions implemented by China and other countries. There are, at any given time, a multitude of ongoing or threatened armed conflicts around the world. As one example, sanctions by the United States, the European Union, and other countries against Russian entities or individuals related to the Russia-Ukraine conflict, along with any Russian retaliatory measures could increase our costs, adversely affect our operations, or impact our ability to meet existing contractual obligations. •Medical end market trends—Growth and operating results in our Medical segment are impacted by: •Changes to global regulatory standards, including new or expanded standards; •Increased focus on healthcare safety; •Changes to healthcare reimbursement; •Potential budget constraints in hospitals and other healthcare providers; •Medical/lab dosimetry growth supported by growing and aging demographics, increased number of healthcare professionals, and penetration of radiation therapy/diagnostics; and •Medical radiation therapy quality assurance (“RT QA”) growth driven by growing and aging population demographics, low penetration of RT QA technology in emerging markets, and increased adoption of advanced software and hardware solutions for improved outcomes and administrative and labor efficiencies. •Strategic transactions—A large driver of our historical growth has been the acquisition and integration of related businesses. Our ability to integrate, restructure, and leverage synergies of these businesses will impact our operating results over time. From time to time we also divest businesses which could also impact our operating results. •Environmental objectives of governments—Growth and operating results in our Technologies segment are impacted by environmental policy decisions made by governments in the countries where we operate. Our nuclear power customers may benefit from decarbonization efforts given the relatively low carbon footprint of nuclear power to other existing energy sources. In addition, decisions by governments to build new power plants or decommission existing plants can positively and negatively impact our customer base. •Government budgets—While we believe that we are poised for growth from governmental customers in both of our segments, our revenues and cash flows from government customers are influenced, particularly in the short-term, by budgetary cycles. This impact can be either positive or negative. •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. We perform our services and provide our products at a fixed price for certain contracts. Fixed-price contracts carry inherent risks, including risks of losses from underestimating costs, operational difficulties and other changes that may occur over the contract period. If our 53 Table of Contents cost estimates for a contract are inaccurate or if we do not execute the contract within our cost estimates, we may incur losses or the contract may not be as profitable as we expected. In addition, even though some of our longer-term contracts contain price escalation provisions, such provisions may not fully provide for cost increases, whether from inflation, the cost of goods and services to be delivered under such contracts or otherwise. •Research and development—A portion of our operating expenses is associated with research and development activities associated with the design of new products. Given the specific design and application of certain of these products, there is some risk that these costs will not result in successful products in the market. Further, the timing of these products can move and be challenging to predict. •Financial risks—Our business and financial statements can be adversely affected by foreign currency exchange rates, changes in our tax rates (including as a result of changes in tax laws) or income tax liabilities/assessments, changes in interest rates, recognition of impairment charges for our goodwill or other intangible assets and fluctuations in the cost and availability of commodities. •Global risk—Our business depends in part on operations and sales outside the United States. Risks related to those international operations and sales include new foreign investment laws, new export/import regulations, and additional trade restrictions (such as sanctions and embargoes). New laws that favor local competitors could prevent our ability to compete outside the United States. Additional potential issues are associated with the impact of these same risks on our suppliers and customers. If our customers or suppliers are impacted by these risk factors, we may see the reduction or cancellation of customer orders, or interruptions in raw materials and components. Non-GAAP Financial Measures We report our financial results in accordance with generally accepted accounting principles in the United States. (“GAAP”). However, management believes certain non-GAAP financial measures provide investors and other users with additional meaningful information that should be considered when assessing our ongoing performance. Management also uses these non-GAAP financial measures in making financial, operating, and planning decisions, and in evaluating our performance. These non-GAAP measures include adjustments in recent periods to increase period-to-period comparability following the Mirion business combination and becoming a public company in the fourth quarter of 2021. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our GAAP results. The non-GAAP financial measures we present may differ from similarly captioned measures presented by other companies. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business. We use the non-GAAP financial measures “Adjusted revenues", “EBITDA,” “EBITA,” and “Adjusted EBITDA". "Adjusted EBITDA" is used in the calculation of the First Lien Net Leverage Ratio in the 2021 Credit Agreement described in Note 9 Borrowings. See the “Quarterly Results of Operations” sections below for definitions of our non-GAAP financial measures and reconciliation to their most directly comparable GAAP measures. Tax impacts for the non-GAAP financial measures are calculated based on the appropriate tax rate for each individual item presented. See the "Basis of Presentation" section below regarding the Successor and Predecessor periods. 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 Contents [[GREPCENT_TABLE]] [["","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)","","","$","61.7"],["Depreciation - Mirion Business Combination step-up","6.4","","","6.4","","","1.3","","","","\u2014","","","\u2014"],["Depreciation - all other","25.1","","","22.3","","","4.0","","","","6.2","","","20.8"],["EBITDA","$","114.6","","","$","(90.2)","","","$","13.7","","","","$","(32.6)","","","$","82.5"],["Stock-based compensation expense","21.9","","","31.8","","","5.3","","","","9.3","","","\u2014"],["Decrease in fair value of warrant liabilities","24.8","","","(37.6)","","","(1.2)","","","","\u2014","","","\u2014"],["Goodwill impairment","\u2014","","","211.8","","","\u2014","","","","\u2014","","","\u2014"],["Other impairments(1)","\u2014","","","7.0","","","\u2014","","","","\u2014","","","\u2014"],["Debt extinguishment","2.6","","","\u2014","","","\u2014","","","","15.9","","","\u2014"],["Foreign currency loss (gain), net","(0.3)","","","4.9","","","1.6","","","","(0.6)","","","13.4"],["Revenue reduction from purchase accounting","\u2014","","","\u2014","","","2.3","","","","4.5","","","8.0"],["Cost of revenues impact from inventory valuation purchase accounting","\u2014","","","6.3","","","15.8","","","","\u2014","","","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"]] [[/GREPCENT_TABLE]] (1)Other impairments for the year ended December 31, 2022 consist of $7.0 million of impairment charges primarily related to a business held for sale and an equity investment. (2)Non-operating expenses relate to costs that are nonrecurring in nature in our operations and are further described below. (3)Pre-tax non-operating expenses of $17.1 million for the year ended December 31, 2023 include $5.9 million loss on disposal of Rehab business, net of gain on lease termination, $4.2 million related to mergers and acquisition expenses, $1.8 million of information technology system set-up costs to support public company requirements, $1.7 million in costs for one time set-up and integration for operational initiatives, $1.6 million of restructuring costs, $1.0 million secondary offering fees incurred pursuant to our registration rights agreement in connection with offerings by one of our pre-Business Combination investors, and.$0.8 million related to the Business Combination and incremental one-time costs associated with becoming a 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. (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 $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. (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 $4.5 million of costs to achieve information technology system integration and efficiency. The following tables present a reconciliation of non-GAAP Adjusted Revenue and Adjusted EBITDA by segment for the year ended December 31, 2023, year ended December 31, 2022, Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021. 55 Table of Contents [[GREPCENT_TABLE]] [["","Year Ended December 31, 2023 (Successor)"],["(In millions)","Medical","","Industrial","","Corporate & Other","","Consolidated"],["Income from operations","$","13.0","","","$","46.0","","","$","(80.9)","","","$","(21.9)"],["Amortization","54.7","","","76.6","","","\u2014","","","131.3"],["Depreciation - core","15.7","","","8.9","","","0.5","","","25.1"],["Depreciation - Mirion Business Combination step-up","4.8","","","1.4","","","0.2","","","6.4"],["Stock-based compensation","0.7","","","1.3","","","19.9","","","21.9"],["Non-operating expenses","8.6","","","1.1","","","8.5","","","18.2"],["Other Income / Expense","\u2014","","","0.1","","","(0.4)","","","(0.3)"],["Adjusted EBITDA","$","97.5","","","$","135.4","","","$","(52.2)","","","$","180.7"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","Year Ended December 31, 2022 (Successor)"],["(In millions)","Medical","","Industrial","","Corporate & Other","","Consolidated"],["Income from operations","$","(98.9)","","","$","(103.1)","","","$","(95.8)","","","$","(297.8)"],["Amortization","64.3","","","81.5","","","\u2014","","","145.8"],["Depreciation - core","13.3","","","8.2","","","0.8","","","22.3"],["Depreciation - Mirion Business Combination step-up","4.8","","","1.4","","","0.2","","","6.4"],["Cost of revenues impact from inventory valuation purchase accounting","0.9","","","5.4","","","\u2014","","","6.3"],["Stock-based compensation","0.6","","","1.0","","","30.2","","","31.8"],["Goodwill impairment","87.3","","","124.5","","","\u2014","","","211.8"],["Other impairments","\u2014","","","2.5","","","4.5","","","7.0"],["Non-operating expenses","14.6","","","2.6","","","13.8","","","31.0"],["Other Income / Expense","\u2014","","","\u2014","","","0.1","","","0.1"],["Adjusted EBITDA","$","86.9","","","$","124.0","","","$","(46.2)","","","$","164.7"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","From October 20, 2021 through December 31, 2021 (Successor)"],["(in millions)","Medical","","Technologies","","Corporate & Other","","Consolidated"],["Revenues","$","49.2","","","$","104.9","","","$","\u2014","","","$","154.1"],["Revenue reduction from purchase accounting","2.3","","","\u2014","","","\u2014","","","2.3"],["Adjusted Revenues","$","51.5","","","$","104.9","","","$","\u2014","","","$","156.4"],["Income from operations","$","(5.4)","","","$","(0.8)","","","$","(16.7)","","","$","(22.9)"],["Amortization","13.8","","","18.2","","","\u2014","","","32.0"],["Depreciation - core","2.3","","","1.5","","","0.2","","","4.0"],["Depreciation - Mirion Business Combination step-up","0.9","","","0.4","","","\u2014","","","1.3"],["Revenue reduction from purchase accounting","2.3","","","\u2014","","","\u2014","","","2.3"],["Cost of revenues impact from inventory valuation purchase accounting","3.3","","","12.5","","","\u2014","","","15.8"],["Stock based compensation","\u2014","","","\u2014","","","5.3","","","5.3"],["Non-operating expenses","1.1","","","1.9","","","3.6","","","6.6"],["Other Income / Expense","\u2014","","","\u2014","","","0.1","","","0.1"],["Adjusted EBITDA","$","18.3","","","$","33.7","","","$","(7.5)","","","$","44.5"]] [[/GREPCENT_TABLE]] 56 Table of Contents [[GREPCENT_TABLE]] [["","From July 1, 2021 through October 19, 2021 (Predecessor)"],["(in millions)","Medical","","Technologies","","Corporate & Other","","Consolidated"],["Revenues","$","60.3","","","$","107.7","","","$","\u2014","","","$","168.0"],["Revenue reduction from purchase accounting","4.5","","","\u2014","","","\u2014","","","4.5"],["Adjusted Revenues","$","64.8","","","$","107.7","","","$","\u2014","","","$","172.5"],["Income from operations","$","(1.8)","","","$","8.2","","","$","(48.0)","","","$","(41.6)"],["Amortization","9.8","","","9.9","","","\u2014","","","19.7"],["Depreciation - core","3.5","","","2.5","","","0.2","","","6.2"],["Depreciation - Mirion Business Combination step-up","\u2014","","","\u2014","","","\u2014","","","\u2014"],["Revenue reduction from purchase accounting","4.5","","","\u2014","","","\u2014","","","4.5"],["Stock based compensation","\u2014","","","\u2014","","","9.3","","","9.3"],["Non-operating expenses","2.5","","","3.5","","","27.5","","","33.5"],["Other Income / Expense","\u2014","","","\u2014","","","(0.4)","","","(0.4)"],["Adjusted EBITDA","$","18.5","","","$","24.1","","","$","(11.4)","","","$","31.2"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","Unaudited"],["","Six Months Ended June 30, 2021 (Predecessor)"],["(in millions)","Medical","","Technologies","","Corporate & Other","","Consolidated"],["Revenues","$","103.6","","","$","242.6","","","$","\u2014","","","$","346.2"],["Revenue reduction from purchase accounting","8.0","","","\u2014","","","\u2014","","","8.0"],["Adjusted Revenues","$","111.6","","","$","242.6","","","$","\u2014","","","$","354.2"],["Income from operations","$","(5.3)","","","37.4","","","(36.3)","","","$","(4.2)"],["Amortization","17.2","","","20.0","","","\u2014","","","37.2"],["Depreciation - core","6.4","","","5.1","","","0.4","","","11.9"],["Revenue reduction from purchase accounting","8.0","","","\u2014","","","\u2014","","","8.0"],["Cost of revenues impact from inventory valuation purchase accounting","4.7","","","\u2014","","","\u2014","","","4.7"],["Stock based compensation","\u2014","","","\u2014","","","(0.1)","","","(0.1)"],["Non-operating expenses","2.6","","","10.3","","","19.2","","","32.1"],["Other Income / Expense","\u2014","","","\u2014","","","0.3","","","0.3"],["Adjusted EBITDA","$","33.6","","","$","72.8","","","$","(16.5)","","","$","89.9"]] [[/GREPCENT_TABLE]] Our Business Segments We manage and report our business in two business segments: Medical and Technologies. Medical includes products and services for radiation therapy and personal dosimetry. This segment’s principal offerings include solutions for calibrating and/or verifying imaging, treatment machine, patient treatment plan, and patient treatment accuracy; solutions for monitoring the total amount of radiation medical staff members are exposed to over time; and products for nuclear medicine in radiation measurement, shielding, product handling, medical imaging furniture and rehabilitation. Technologies includes products and services for defense, nuclear energy, laboratories and research and other industrial markets. 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 Contents Recent Developments Russia and Ukraine The United States, the European Union, the United Kingdom and other governments have implemented major trade and financial sanctions against Russia and related parties in response to Russia's invasion of Ukraine. We do business with Russian customers both within and outside of Russia and with customers who have contracts with Russian counterparties. The conflict’s impact on the Company is predominantly in our Technologies segment. As of December 31, 2023, the Company has approximately $0.7 million in net contract assets and accounts receivable, net of related reserves of approximately $0.9 million for Russian customers and channel partners (the Company collected approximately $0.9 million of related accounts receivable during 2023). The Company maintains $14.2 million in advance payment guarantees and $14.4 million in performance guarantees in support of these projects. As of December 31, 2023, we continue to experience delays in recognizing project revenue due to the trade and financial sanctions made to date. The remaining performance obligations in our backlog for Russian-related projects was approximately $155.7 million at December 31, 2023. In April 2023, one of our Russian customers made a claim against the Company, including liquidated damages for certain delays under the terms of an active project, in the amount of $19.3 million, and sent an updated claim statement in October 2023 totaling $21 million ($18 million of which accrue daily penalties), subject to a $14 million contractual cap (all amounts converted from Euros to U.S. Dollars). In June 2023, the same customer made a demand against the Company for the return of all payments received by the Company ($10.2 million) related to a Finland nuclear power plant project cancelled in May 2022. No legal actions have been taken to date by the customer on these matters, and management disputes these claims, believes that the Company has substantial defenses and expects to vigorously defend against these claims. However, uncertainty exists as to the resolutions of these matters, including any impact from a potential settlement of the claim related to the Finland project and any potential modifications of the active project. The Company will continue to monitor the social, political, regulatory and economic environment in Ukraine and Russia, and will consider actions as appropriate. T. Rowe Price Direct Investment and Debt Repayment T. Rowe Price funds acquired 17,142,857 registered shares of our Class A common stock at $8.75 per share, the closing price of the company’s Class A common stock on the New York Stock Exchange on February 17, 2023. The Company used $127 million of the proceeds to pay down outstanding debt and interest on its 2021 Credit Agreement. The early debt repayment resulted in a $2.6 million write-off of deferred financing costs during the three months ended March 31, 2023. Supply Chain The global supply chain continued to be stressed by increased demand, along with pandemic-related and other global events that caused increased disruptions to us during the year ended December 31, 2023. The most notable impacts to us were delays in sourcing key devices and components needed for our products, resulting in delays in revenue recognition, and increased costs in materials and freight. We mitigated a portion of these cost impacts with price increases on certain products. 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. Biodex Rehab Sale On April 3, 2023, the Company closed the sale of Rehab to Salona Global Medical Device Corporation ("Salona") for $1.0 million in cash at closing and an additional $7.0 million in deferred cash payments through January 1, 2024. Subsequent to the closing and during the three months ended June 30, 2023, significant events occurred that may negatively impact the Company's ability to collect the remaining $7.0 million of cash payments, including disclosure by Salona that substantial doubt existed as to its ability to continue as a going concern. The Company applied ASC 450 Contingencies to determine the loss on the business disposal since remaining payments are contingent on Salona's financial situation. While management plans to continue to pursue and work with Salona on these payments, we determined it was probable that the $7.0 million of cash payments would not be received, and as a result a loss on sale of business of $6.5 million was recorded in the Condensed Consolidated Statement of Operations during the nine months ended September 30, 2023. ec2 Software Solutions LLC and NUMA LLC Acquisition On November 1, 2023, the Company acquired ec2 Software Solutions LLC and NUMA LLC (collectively “ec2”) for $33 million of cash consideration. Headquartered in Somerset, NJ, ec2 is a medical software company that designs, 58 Table of Contents implements, and supports comprehensive software solutions servicing the nuclear medicine industry. The ec2 team and portfolio of solutions will be integrated into the Company's Medical segment, and ec2’s portfolio of solutions will play a key role in expanding the Company’s software offerings to Medical customers. Interest Rates In connection with the Business Combination, certain of our subsidiaries of the Company entered into the 2021 Credit Agreement to refinance and replace the credit agreement from March 2019. On June 23, 2023, the 2021 Credit Agreement was amended to replace the interest rate based on the London interbank offered rate (“LIBOR”) and related LIBOR-based mechanics applicable to U.S. Dollar borrowings under the Existing Credit Agreement with an interest rate based on SOFR and related SOFR-based mechanics. Refer to Note 9, Borrowings, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for more details. Interest rates increased during the year ended December 31, 2023 and 2022 as central banks, specifically the Federal Reserve, have raised their interest rates in response to inflation. As a result, the interest rate for the term loan was 8.40% and 7.48% as of December 31, 2023 and 2022, respectively. We will continue to monitor our applicable interest rates, and will consider actions as appropriate. Basis of Presentation Financial information presented was derived from our historical consolidated financial statements and accounting records, and they reflect the historical financial position, results of operations and cash flows of the business in conformity with U.S. GAAP for financial statements and pursuant to the accounting and disclosure rules and regulations of the SEC. The consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned or controlled subsidiaries. For consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to noncontrolling interests is reported as “Income (Loss) attributable to noncontrolling interests” in the consolidated statements of operations. All intercompany accounts and transactions have been eliminated in consolidation. As a result of the Business Combination, the Company’s financial statement presentation distinguishes Mirion TopCo as the “Predecessor” through the Closing Date. The Company, which includes the combination of GSAH and Mirion subsequent to the Business Combination, is the “Successor” for periods after the Closing Date. As a result of the application of the acquisition method of accounting in the Successor Period, the financial statements for the Successor Period are presented on a full step-up basis as a result of the Business Combination, and are therefore not comparable to the financial statements of the Predecessor Periods that are not presented on the same full step-up basis due to the Business Combination. Certain Factors Affecting Comparability to Prior Period Financial Results Prior to the Business Combination, GSAH operated as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets. As a result, operations were minimal before the Business Combination and are not presented in the Predecessor Periods presented prior to the Business Combination. After the Business Combination our results of operations are not directly comparable to historical results of the operations for the periods presented, primarily because, in connection with the Business Combination, certain assets and liabilities had fair value adjustments applied to the Predecessor’s consolidated financial statements on the Closing Date, most notably: •Inventory; •Property, plant, and equipment; •Goodwill; •Intangible assets; and •Taxes. 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. 59 Table of Contents Results of Operations Year ended December 31, 2023 (Successor) compared to year ended December 31, 2022 (Successor) [[GREPCENT_TABLE]] [["(Dollars in millions)","Year Ended December 31, 2023","","Year Ended December 31, 2022","","$Change","","%Change"],["Revenues","$","800.9","","","$","717.8","","","$","83.1","","","11.6","%"],["Cost of revenues","444.5","","","407.7","","","36.8","","","9.0","%"],["Gross profit","356.4","","","310.1","","","46.3","","","14.9","%"],["Selling, general and administrative expenses","340.1","","","362.3","","","(22.2)","","","(6.1)","%"],["Research and development","31.7","","","30.3","","","1.4","","","4.6","%"],["Goodwill impairment","\u2014","","","211.8","","","(211.8)","","","(100.0)","%"],["Impairment loss on business held for sale","\u2014","","","3.5","","","(3.5)","","","(100.0)","%"],["Loss on disposal of business","6.5","","","\u2014","","","6.5","","","100.0","%"],["Income from operations","(21.9)","","","(297.8)","","","275.9","","","(92.6)","%"],["Interest expense, net","57.1","","","41.9","","","15.2","","","36.3","%"],["Loss on debt extinguishment","2.6","","","\u2014","","","2.6","","","100.0","%"],["Foreign currency (gain)/loss, net","(0.3)","","","4.9","","","(5.2)","","","(106.1)","%"],["Increase (decrease) in fair value of warrant liabilities","24.8","","","(37.6)","","","62.4","","","(166.0)","%"],["Other (income) expense, net","(0.8)","","","(0.4)","","","(0.4)","","","100.0","%"],["Loss before benefit from income taxes","(105.3)","","","(306.6)","","","201.3","","","(65.7)","%"],["Benefit from income taxes","(6.6)","","","(18.2)","","","11.6","","","(63.7)","%"],["Net loss","(98.7)","","","(288.4)","","","189.7","","","(65.8)","%"],["Income (loss) attributable to noncontrolling interests","(1.8)","","","(11.5)","","","9.7","","","(84.3)","%"],["Net loss attributable to stockholders","$","(96.9)","","","$","(276.9)","","","$","180.0","","","(65.0)","%"]] [[/GREPCENT_TABLE]] Overview Revenues for the year ended December 31, 2023 were $800.9 million resulting in an increase of $83.1 million, or 11.6%, from the prior year. Our Medical segment contributed $284.5 million and $271.7 million of revenues for the year ended December 31, 2023 and 2022, respectively. Our Technologies segment contributed $516.4 million and $446.1 million of revenues for the year ended December 31, 2023 and 2022, respectively. Gross profit was $356.4 million and $310.1 million for the year ended December 31, 2023 and 2022, respectively, resulting in a $46.3 million increase from the prior year. Net loss was $98.7 million and $288.4 million for the year ended December 31, 2023 and 2022, respectively. Our Medical segment contributed $13.0 million income from operations and $98.9 million loss from operations for the year ended December 31, 2023 and 2022, respectively. Our Technologies segment was responsible for $46.0 million income from operations and $103.1 million loss from operations for the year ended December 31, 2023 and 2022, respectively. The overall decrease in net loss is primarily driven by increased revenues in both Medical and Technologies segments, decreased amortization expense in the current year due to fully amortized intangibles and certain intangibles amortizing using the double declining balance method, lower selling, general and administrative costs associated with reduced stock-based compensation expense, lower professional services fees associated with becoming a public company in the prior year and lower costs to achieve operational efficiencies, and $87.3 million and $124.5 million goodwill impairment charges in the Medical and Technologies segment, respectively, during the year ended December 31, 2022. Partially offsetting these items were an increase in interest expense in the current year, a $62.4 million change in the loss from fair value of warrant liabilities, and a $2.6 million loss on debt extinguishment in the year ended December 31, 2023. 60 Table of Contents Revenues Revenues were $800.9 million for the year ended December 31, 2023 and $717.8 million for the year ended December 31, 2022. Revenues increased $83.1 million from the year ended December 31, 2022. Medical segment revenues increased for the year ended December 31, 2023 compared with the year ended December 31, 2022 primarily due to price increases, organic volume growth across all end markets, and increased revenues from the acquisition in the year ended December 31, 2023. Partially offsetting the increase in Medical segment revenues period over period was a negative impact from supply chain issues and reduced revenues from the disposal of the Biodex Rehabilitation ("Rehab") business (see Note 3, Disposal of a Business, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K). Technologies segment revenues increased period over period primarily due to price increases, organic volume growth driven by Nuclear and Labs & Research, the positive impact from foreign currency exchange rate fluctuations, and the impact of the SIS acquisition. See “Business segments” below for more information on our business segments. Cost of revenues Cost of revenues was $444.5 million for the year ended December 31, 2023 and $407.7 million for the year ended December 31, 2022, which represents a $36.8 million increase period over period. Cost of revenues related to the Medical segment decreased $3.3 million period over period due to a reduction of cost of revenues from the disposal of Rehab (see Note 3, Disposal of a Business, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K) and an improvement in product margin mix. Additionally, cost of revenues for the year ended December 31, 2022 includes costs from purchase accounting related to the fair value of inventory from the Business Combination that were not applicable during the year ended December 31, 2023. This reduction was partially offset by increased cost of revenues due to an increased revenues over the same period and the impact of inflation. Cost of revenues related to the Technologies segment increased $40.1 million period over period. The increase was primarily driven by an increase in operations and revenues over the same period, increased costs related to the SIS business acquired in August 2022, an unfavorable foreign currency impact, increased costs from supply chain issues, and inflation. Partially offsetting the increase in cost of revenues was an improved product margin mix and delays due to the Russia-Ukraine conflict. In addition, cost of revenues for the year ended December 31, 2022 includes costs from purchase accounting related to the fair value of inventory from the Business Combination that were not applicable during the year ended December 31, 2023. Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses were $340.1 million for the year ended December 31, 2023 and $362.3 million for the year ended December 31, 2022, resulting in a decrease of $22.2 million. Our Medical segment incurred lower SG&A expenses of $7.6 million for the year ended December 31, 2023 compared to the previous period. The decreases were primarily due to the impact of the decreased amortization expense resulting from intangible assets acquired in the Business Combination that were fully amortized by the fourth quarter of 2022 and other intangibles from the Business Combination that were amortized using the double declining balance method and lower SG&A expenses related to the Rehab business that was disposed in the year ended December 31, 2023. Additionally, SG&A for the year ended December 31, 2022 includes a full impairment of an equity investment. Partially offsetting the decreases was the impact of higher bad debt expense and inflation. Our Technologies segment incurred higher SG&A expenses of $5.2 million for the year ended December 31, 2023 compared to the previous period. The increase was primarily driven by inflation, foreign currency impacts, and higher SG&A associated with the acquired SIS business, partially offset by decreased amortization expense resulting from certain intangible assets acquired in the Business Combination that were amortized using the double declining balance method. Corporate SG&A expenses were $70.2 million for the year ended December 31, 2023 and $90.0 million for the year ended December 31, 2022. The lower SG&A expenses of $19.8 million were driven by a decrease in stock-based compensation expense under the 2021 Omnibus Incentive Plan and Profit Interests (see Note 15, Stock-Based Compensation, to the Consolidated Financial Statements included elsewhere this Annual Report on Form 10-K), a reduction in insurance costs, a decrease in public company expenses, and reduced costs to achieve information technology system integration and efficiency in the current year, partially offset by increased compensation costs. 61 Table of Contents Research and development Research and development (“R&D”) expenses were $31.7 million for the year ended December 31, 2023 and $30.3 million for the year ended December 31, 2022, resulting in a increase of $1.4 million. The increase in R&D expense was primarily due to the impact of the EC2 acquisition in the amount of $1.7 million in the Medical segment for the year ended December 31, 2023, partly offset by R&D spend decreases in both the Medical and Technologies segments. Goodwill impairment Goodwill impairment charges were $211.8 million for the year ended December 31, 2022. In the second quarter of the year ended December 31, 2022, the Company concluded that a triggering event had occurred in the RMS reporting unit of the Industrial segment as a result of the Russia-Ukraine conflict during the year. Based on the quantitative test for the RMS reporting unit, the Company determined that the carrying value exceeded the fair value. As such, the Industrial segment recognized its best estimate of a non-cash impairment loss in the amount of $55.2 million (see Note 8, Goodwill and Intangible Assets, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K). In the fourth quarter of the year ended December 31, 2022, the Company performed its annual impairment test for all reporting units. The results of the analysis indicated that carrying values of the DMD EA (Industrial segment) and DSD (Medical segment) reporting units were in excess of their respective fair values. Therefore, the Company recorded non-cash impairment losses of $69.3 million and $87.3 million for the DMD EA and DSD reporting units, respectively, in the caption Goodwill impairment in our Consolidated Statements of Operations (see Note 8, Goodwill and Intangible Assets, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K). Impairment loss on business held for sale Impairment loss on business held for sale was $3.5 million for the year ended December 31, 2022. In November 2022, the Company reached an preliminary agreement to sell the Rehab business to Salona Global Medical Device Corporation ("Salona") for a purchase price of $8.0 million. As of December 31, 2022, the Company classified the assets and liabilities of Rehab as held for sale, and recorded an impairment loss of $3.5 million during the year ended December 31, 2022 representing the difference between fair value less cost to sell and carrying value. Loss on disposal of business Loss on disposal of business was $6.5 million for the year ended December 31, 2023. Subsequent to the final closing of the sale of Rehab business to Salona on April 3, 2023 and during the year ended December 31, 2023, significant negative events occurred which impacted the Company's ability to collect a remaining $7.0 million of cash payments from the sale to Salona. Management determined it was not probable that the $7.0 million of cash payments would be collected and recorded a loss on sale of business of $6.5 million in selling, general and administrative expenses in the Consolidated Statement of Operations during the year ended December 31, 2023 (see Note 3, Disposal of a Business, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K). Loss from operations Loss from operations were $21.9 million and $297.8 million for the year ended December 31, 2023 and 2022, respectively, representing a decrease of $275.9 million. On a segment basis, income from operations in the Medical segment for the year ended December 31, 2023 was $13.0 million and loss from operations for the year ended December 31, 2022 was $98.9 million, representing an increase of $111.9 million. Income from operations in the Technologies segment for the year ended December 31, 2023 was $46.0 million and loss from operations for the year ended December 31, 2022 was $103.1 million, representing an increase of $149.1 million. Corporate expenses were $80.9 million and $95.8 million for the year ended December 31, 2023 and 2022, respectively, representing a decrease in loss from operations of $14.9 million. See “Business segments” and “Corporate and other” below for further details. Interest expense Interest expense, net, was $57.1 million for the year ended December 31, 2023 and $41.9 million for the year ended December 31, 2022. The $15.2 million increase in interest was due to higher interest rates associated with the 2021 Credit Agreement during the year ended December 31, 2023 compared to the interest rates during the year ended December 31, 2022, partially offset by the impact from the early debt repayment achieved with the proceeds from the T. Rowe Price direct investment and interest settlements of open derivatives in the current year. For more information, see Note 9, 62 Table of Contents Borrowings, and Note 19, Derivatives and Hedging, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. Foreign currency (gain) loss, net We recorded a gain of $0.3 million for the year ended December 31, 2023 and a loss of $4.9 million for the year ended December 31, 2022 from foreign currency exchange. The $5.2 million change in net foreign currency losses was due to appreciation in European local currencies in relation to the U.S. dollar in the year ended December 31, 2023 opposed to the depreciation in European local currencies in the year ended December 31, 2022. Change in fair value of warrant liabilities We recognized an unrealized loss of $24.8 million for the year ended December 31, 2023 and an unrealized gain of $37.6 million for the year ended December 31, 2022, which resulted in an increased loss of $62.4 million. The increased loss was due to an increase in the fair value of the Public Warrant and Private Placement Warrant liabilities during the year ended December 31, 2023. See Note 18, Fair Value Measurements, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. Income taxes The effective income tax rate was 6.3% and 5.9% for the year ended December 31, 2023 and December 31, 2022, respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings and valuation allowances recorded during 2023. The effective income tax rate differs from the U.S. statutory rate of 21% due primarily to U.S. federal permanent differences and the impact of valuation allowances. Business segments The following provides detail for business segment results for the years ended December 31, 2023 and December 31, 2022. Segment income from operations includes revenues of the segment less expenses that are directly related to those revenues but excludes certain charges to cost of revenues and selling, general and administrative expenses predominantly related to corporate costs, which are included in Corporate and Other in the table below. Interest expense, loss on debt extinguishment, foreign currency loss (gain), net, and other expense (income), net, are not allocated to segments. For reconciliations of segment revenues and operating income to our consolidated results, see Note 17, Segment Information, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. Medical [[GREPCENT_TABLE]] [["(Dollars in millions)","December 31, 2023","","December 31, 2022","","$Change","","%Change"],["Revenues","$","284.5","","","$","271.7","","","$","12.8","","","4.7","%"],["Income (loss) from operations","$","13.0","","","$","(98.9)","","","$","111.9","","","(113.1)","%"],["Income (loss) from operations as a % of revenues","4.6","%","","(36.4)","%"]] [[/GREPCENT_TABLE]] Medical segment revenues were $284.5 million for the year ended December 31, 2023 and $271.7 million for the year ended December 31, 2022, which is an increase of $12.8 million. Revenues increased $26.7 million primarily due to price increases and organic growth across all end markets, in addition to an increase in revenues $1.6 million due to the acquisition of the EC2 business in the year ended December 31, 2023. Partially offsetting the increase in the Medical segment revenues period over period were reduced revenues from the disposal of Rehab by $12.0 million and delays in project deliveries due to supply chain issues in the year ended December 31, 2023 by approximately $3.4 million. Income from operations was $13.0 million for the year ended December 31, 2023 and loss from operations was $98.9 million for the year ended December 31, 2022, respectively, representing an increase in income from operations of $111.9 million. The increase in income from operations period over period was largely due to the increase in revenues described above, a $9.6 million decrease in amortization expenses due to fully amortized intangibles and certain intangibles amortized using the double declining balance method, $3.2 million lower SG&A expenses related to Rehab that was disposed in the year ended December 31, 2023, an improvement in product margin mix of $2.7 million, and a goodwill 63 Table of Contents impairment charge of $87.3 million that were not applicable during the year ended December 31, 2023. Offsetting the increase in income from operations was a loss on disposal of Rehab business in the amount of $6.5 million (see Note 3, Disposal of a Business, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K), higher bad debt expense of $2.2 million in the year ended December 31, 2023, increased SG&A of $1.0 million related to the EC2 business acquired in the year ended December 31, 2023, and a negative impact of $9.1 million from inflation. Technologies [[GREPCENT_TABLE]] [["Dollars in millions)","December 31, 2023","","December 31, 2022","","$Change","","%Change"],["Revenues","$","516.4","","","$","446.1","","","$","70.3","","","15.8","%"],["Income (loss) from operations","$","46.0","","","$","(103.1)","","","$","149.1","","","(144.6)","%"],["Income (loss) from operations as a % of revenues","8.9","%","","(23.1)","%"]] [[/GREPCENT_TABLE]] Technologies segment revenues were $516.4 million for year ended December 31, 2023 and $446.1 million for the year ended December 31, 2022, representing an increase of $70.3 million. The increase is primarily driven by $45.5 million from price increases and organic growth mainly in our Nuclear and Labs and Research markets, the impact of the SIS acquisition by $20.7 million, and the favorable foreign currency impact of $4.1 million. Income from operations was $46.0 million for the year ended December 31, 2023 and loss from operations was $103.1 million for the year ended December 31, 2022. Income from operations increased $149.1 million period over period driven primarily by the increase in revenues described above, a $5.5 million decrease in amortization expenses due to certain intangibles being amortized using the double declining balance method, and the goodwill impairment charge and inventory step-up of $124.5 million and $5.4 million, respectively, recognized during year ended December 31, 2022 that no longer impacts the year ended December 31, 2023. Offsetting the increases in income from operations were increased cost of revenues and operating expenses of $21.1 million driven by the SIS acquisition, increased cost of revenues of $1.1 million due to supply chain issues, and a negative inflation impact of $11.5 million. Corporate and other Corporate and other costs include costs associated with our corporate headquarters located in Georgia, as well as centralized global functions including Executive, Finance, Legal and Compliance, Human Resources, Technology, Strategy, and Marketing and other costs related to company-wide initiatives (e.g., Business Combination transaction expenses, merger and acquisition activities, restructuring and other initiatives). Corporate and other costs were $80.9 million for the year ended December 31, 2023 and $95.8 million for the year ended December 31, 2022, which represents a decrease of $14.9 million. The decrease versus the comparable period was predominantly driven by a decrease in stock-based compensation expense of $9.8 million (see Note 15, Stock-Based Compensation, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K), a $1.5 million reduction in insurance costs, a decrease of $7.2 million in professional services mostly due to costs in the prior year related to becoming a public company, and a $1.2 million reduction in costs to achieve information technology system integration and efficiency, offset by an increase of $3.2 million in compensation expenses. For reconciliations of segment operating income and corporate and other costs to our consolidated results, see Note 17, Segment Information, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. 64 Table of Contents For the Year Ended December 31, 2022 (Successor) Compared to the Successor Stub Period from October 20, 2021 through December 31, 2021, Predecessor Stub Period from July 1, 2021 through October 19, 2021, and unaudited Six Months Ended June 30, 2021 The following tables summarizes our results of operations for the periods presented below (in millions): [[GREPCENT_TABLE]] [["","","","","","","","","Unaudited"],["","Successor","","","Predecessor"],["(Dollars in millions)","Year Ended December 31, 2022","","From October 20, 2021 through December 31, 2021","","","From July 1, 2021 through October 19, 2021","","Six months ended June 30, 2021"],["Revenues","$","717.8","","","$","154.1","","","","$","168.0","","","$","346.2"],["Cost of revenues","407.7","","","100.2","","","","97.7","","","204.1"],["Gross profit","310.1","","","53.9","","","","70.3","","","142.1"],["Selling, general and administrative expenses","362.3","","","70.1","","","","101.6","","","127.1"],["Research and development","30.3","","","6.7","","","","10.3","","","19.2"],["Goodwill impairment","211.8","","","\u2014","","","","\u2014","","","\u2014"],["Impairment loss on business held for sale","3.5","","","\u2014","","","","\u2014","","","\u2014"],["Loss from operations","(297.8)","","","(22.9)","","","","(41.6)","","","(4.2)"],["Interest expense, net","41.9","","","6.2","","","","52.8","","","86.8"],["Foreign currency loss (gain), net","4.9","","","1.6","","","","(0.6)","","","(2.9)"],["Change in fair value of warrant liabilities - (gain)/loss","(37.6)","","","(1.2)","","","","\u2014","","","\u2014"],["Other expense (income), net","(0.4)","","","0.3","","","","1.6","","","(0.7)"],["Loss on debt extinguishment","\u2014","","","\u2014","","","","15.9","","","\u2014"],["Loss before benefit from income taxes","(306.6)","","","(29.8)","","","","(111.3)","","","(87.4)"],["Benefit from income taxes","(18.2)","","","(6.8)","","","","(5.6)","","","7.3"],["Net loss","(288.4)","","","(23.0)","","","","(105.7)","","","(94.7)"],["Loss attributable to noncontrolling interests","(11.5)","","","(0.8)","","","","\u2014","","","(0.1)"],["Net loss attributable to stockholders","$","(276.9)","","","$","(22.2)","","","","$","(105.7)","","","$","(94.6)"]] [[/GREPCENT_TABLE]] 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. Overview Revenues were $717.8 million for the year ended December 31, 2022 and $154.1 million, $168.0 million and $346.2 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively. Our Medical segment contributed $271.7 million, $49.2 million, $60.3 million, and $103.6 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. Gross profit was $310.1 million, $53.9 million, $70.3 million, and $142.1 million for December 31, 2022, Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively. Net loss was $288.4 million $23.0 million, $105.7 million, and $94.7 million for the year ended December 31, 2022, Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021. Our Medical segment contributed $84.4 million and $4.3 million losses from operations for the year ended December 31, 2022 and Successor Stub Period, respectively, and contributed $0.7 million income from operations and $2.7 million loss from operations for the 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 overall increase in net loss is primarily driven by reduced revenues in the 65 Table of Contents 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. Offsetting these items were increased revenues in the Medical segment; reductions in research and development expenses, interest expense, and loss on debt extinguishment; and a $36.4 million gain from change in fair value of warrant liabilities. Revenues Revenues were $717.8 million for the year ended December 31, 2022 and $154.1 million, $168.0 million, and $346.2 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively. Revenues increased $49.5 million in the year ended December 31, 2022. Medical segment revenues increased for the year ended December 31, 2022 compared with the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, primarily due to the results of acquisitions in the Medical segment (CIRS acquisition), price increases, and organic growth. Also driving the increase was the impact of the deferred revenue fair value adjustment for the SNC acquisition, which reduced revenues for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021. Offsetting the increase in Medical segment revenues period over period was a negative impact from foreign currency exchange. 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. Cost of revenues Cost of revenues was $407.7 million for the year ended December 31, 2022 and $100.2 million, $97.7 million, and $204.1 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively, representing an increase of $5.7 million in the year ended December 31, 2022. Cost of revenues related to the Medical segment increased $19.2 million period over period due to an increase in compensation costs in conjunction with increased headcount over the same period, as well as inflation in the current year. In addition, cost of revenues for the year ended December 31, 2022 includes purchase accounting related to the fair value of inventory from the Business Combination and increased amortization and depreciation expenses resulting from increased intangible assets and increased fair values of property, plant, and equipment, respectively, from the Business Combination. 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. 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. Offsetting the decrease in Cost of revenues were increased costs due to inflation, inventory write-offs due to defective circuit boards, the increased amortization and depreciation expenses from the Business Combination, additional costs for the purchase accounting related to the fair value of inventory from the Business Combination, and an incremental cost of revenues related to the SIS acquisition made in the year ended December 31, 2022. 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. 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. 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. Our Technologies segment incurred higher SG&A 66 Table of Contents 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. 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. The decrease was primarily driven by the decrease in other costs related to company-wide initiatives including legal and professional fees related to the Business Combination and reduced restructuring cost in the current year. The decrease was offset by an increase in stock-based compensation expense under the 2021 Omnibus Incentive Plan and Profit Interests (see Note 15, Stock-Based Compensation, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K), impairment charges related to a business held for sale and an equity investment, an increase in compensation expense, an increase in Corporate insurance, and higher professional services mostly due to becoming a public company. Research and development Research and development (“R&D”) expenses were $30.3 million for the year ended December 31, 2022 and $6.7 million, $10.3 million, and $19.2 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively, resulting in a decrease of $5.9 million. 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. In the second quarter of the year ended December 31, 2022, the Company concluded that a triggering event had occurred in the RMS reporting unit of the Technologies segment as a result of the Russia-Ukraine conflict during the year. Based on the quantitative test for the RMS reporting unit, the Company determined that the carrying value exceeded the fair value. As such, the Technologies segment recognized its best estimate of a non-cash impairment loss in the amount of $55.2 million (see Note 8, Goodwill and intangible assets, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K). In the fourth quarter of the year ended December 31, 2022, the Company performed its annual impairment test for all reporting units. The results of the analysis indicated that carrying values of the DMD EA (Technologies segment) and DSD (Medical segment) reporting units were in excess of their respective fair values. Therefore, the Company recorded non-cash impairment losses of $69.3 million and $87.3 million for the DMD EA and DSD reporting units, respectively, in the caption Goodwill impairment in our consolidated statements of operations (see Note 8, Goodwill and intangible assets, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K). (Loss) income from operations Loss from operations were $297.8 million for the year ended December 31, 2022 and $22.9 million, $41.6 million, $4.2 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months Ended June 30, 2021, which resulted in an increased loss of $229.1 million. On a segment basis, loss from operations in the Medical segment for the twelve months ended December 31, 2022 and the comparison periods was $84.4 million and $6.3 million, respectively, representing an increase of $78.1 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. Corporate expenses were $115.4 million for the year ended December 31, 2022 and $19.7 million, $54.0 million and $49.2 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months Ended June 30, 2021, respectively, representing a decrease in loss from operations of $7.5 million. See “Business segments” and “Corporate and other” below for further details. 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 Contents with the closing of the Business Combination. For more information, see Note 9, Borrowings, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Foreign currency loss, net We recorded a loss of $4.9 million for the twelve months ended December 31, 2022 and a gain of $1.9 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021 from foreign currency exchange. The change in net foreign currency losses is primarily due to depreciation of European local currencies in relation to the U.S. dollar and its impact on certain intercompany loans between Company subsidiaries. Change in fair value of warrant liabilities We recognized an unrealized gain of $37.6 million resulting from a decrease in the fair value of the Public Warrant and Private Placement Warrant liabilities during the year ended December 31, 2022. See Note 18, Fair Value Measurements, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Income taxes The effective income tax rate was 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. The difference in the effective income tax rate for the year ended December 31, 2022 and the Successor Stub Period was primarily due to an impairment on our goodwill during the year ended December 31, 2022. The difference in the effective income tax rate between the Successor Stub Period and the prior periods was primarily attributable to the mix of earnings and certain adjustments for the Successor Stub Period as a result of the Business Combination. The effective income tax rate for the Successor Period differs from the U.S. statutory rate of 21% due primarily to an impairment on our goodwill during the year ended December 31, 2022 and U.S. federal permanent differences. The effective income tax rate for the Predecessor Periods differs from the U.K. statutory rate of 19% due primarily to valuation allowances on certain U.K. losses and nondeductible interest expense. On August 16, 2022, the U.S. enacted the Inflation Reduction Act that includes a new alternative minimum tax based upon financial statement income (book minimum tax), an excise tax on stock buybacks and tax incentives for energy and climate initiatives, among other provisions. The Inflation Reduction Act is not expected to have a material impact on our consolidated financial statements. Under the Tax Cuts and Jobs Act of 2017, research and development costs are no longer fully deductible and are required to be capitalized and amortized for U.S. tax purposes effective January 1, 2022. The mandatory capitalization requirement increased our deferred tax assets and cash taxes. Business segments The following provides detail for business segment results for the year ended December 31, 2022, Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively. Segment (loss) income from operations includes revenues of the segment less expenses that are directly related to those revenues but excludes certain charges to cost of revenues and SG&A expenses predominantly related to corporate costs, 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. 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 (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 Contents Medical [[GREPCENT_TABLE]] [["","","","","","","","","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)","%"]] [[/GREPCENT_TABLE]] 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. Revenues increased primarily due to the impact of the CIRS acquisition contributing $14.6 million, the impact of prior year purchase accounting adjustment related to the SNC acquisition which resulted in a revenue reduction in the prior year of $14.8 million, and an increased revenue of $32.8 million due to price increases and organic growth. Offsetting the increase in the Medical segment revenues period over period was a negative foreign currency exchange impact by approximately $2.4 million. Loss from operations, which excludes non-operational costs, was $84.4 million for the year ended December 31, 2022 and $4.3 million for the Successor Stub Period, respectively. Income from operations was $0.7 million and loss from operations was $2.7 million for the Predecessor Stub Period and the unaudited six months ended June 30, 2021, respectively, representing an increase in loss from operations of $78.1 million. The increase in loss from operations period over period was largely due to the goodwill impairment charge of $87.3 million recognized during the year ended December 31, 2022 in the DSD reporting unit, an increase in amortization expenses of $23.3 million and depreciation expenses of $4.8 million, resulting from increased intangible assets and increased fair value of property, plant, and equipment, respectively, from the Business Combination, costs related to CIRS business of $10.0 million, higher compensation costs of $5.9 million, higher bad debt reserves related to switching distributors in China of $1.5 million, and the inflation impact offset by the negative foreign currency exchange impact. Offsetting the increase in loss from operation further were the increase in revenues described above and the prior period inventory step-up of $3.3 million that no longer impact the year ended December 31, 2022. Technologies [[GREPCENT_TABLE]] [["","","","","","","","","Unaudited"],["","Successor","","","Predecessor"],["(Dollars in millions)","Year Ended December 31, 2022","","From October 20, 2021 through December 31, 2021","","","From July 1, 2021 through October 19, 2021","","Six months ended June 30, 2021"],["Revenues","$","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","%"]] [[/GREPCENT_TABLE]] 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. The decrease is primarily driven by volume decreases due to both the delays caused by project execution timing from supply chain issues and impacts from the Russia-Ukraine conflict of $7.0 million and foreign exchange rate fluctuations of $28.6 million, offset by the price increase of $13.6 million and the impact of the SIS acquisition in $15.4 million in 2022. Loss from operations, which excludes non-operational costs, was $98.0 million for the year ended December 31, 2022 and Income from operations was $1.1 million, $11.7 million, and $47.7 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively. 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 Contents 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. Offsetting the increase further was the prior period inventory step-up of $12.6 million that no longer impact the year ended December 31, 2022. Corporate and other Corporate and other costs include costs associated with our corporate headquarters located in Georgia, as well as centralized global functions including Executive, Finance, Legal and Compliance, Human Resources, Technology, Strategy, and Marketing and other costs related to company-wide initiatives (e.g., Business Combination transaction expenses, merger and acquisition activities, restructuring and other initiatives). Corporate and other costs were $115.4 million for the year ended December 31, 2022 and $19.7 million, $54.0 million, and $49.2 million for the Successor Stub Period, Predecessor Stub Period, and unaudited six months ended June 30, 2021, respectively, which represents a decrease of $7.5 million. The decrease in the year ended December 31, 2022 was predominantly driven by a $34.6 million decrease in other costs related to company-wide initiatives including legal and professional fees related to the Business Combination that occurred during the Successor Stub Period and a $7.2 million reduction in operations and information technology integration costs. The decrease was offset by an increase in stock-based compensation expense of $15.6 million (see Note 15, Stock-Based Compensation, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K), an increase in impairment charges of $7.0 million related to a business held for sale and an equity investment, and an increase in compensation expense, facility costs (including Corporate insurance) and professional services in the amount of $10.8 million mostly due to becoming a public company. For reconciliations of segment operating income and corporate and other costs to our consolidated results, see Note 17, Segment Information, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 70 Table of Contents Periods from October 20, 2021 through December 31, 2021 (Successor) and July 1, 2021 through October 19, 2021 (Predecessor Stub Period) Compared to Unaudited Six Months Ended December 31, 2020 (Predecessor) [[GREPCENT_TABLE]] [["","Successor","","","Predecessor"],["(Dollars in millions)","From October 20, 2021 through December 31, 2021","","","From July 1, 2021 through October 19, 2021","","Six Months Ended December 31, 2020 (unaudited)"],["Revenues","$","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)","","","","\u2014","","","\u2014"],["Other expense (income), net","0.3","","","","1.6","","","(0.3)"],["Loss on debt extinguishment","\u2014","","","","15.9","","","\u2014"],["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)","","","","\u2014","","","\u2014"],["Net loss attributable to stockholders","$","(22.2)","","","","$","(105.7)","","","$","(59.7)"]] [[/GREPCENT_TABLE]] 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. The increase of $56.7 million from the six months ended December 31, 2020 was primarily driven by acquisitions in the Medical segment and organic growth in the Medical segment. 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. There was a net loss attributable to stockholders of $22.2 million for the Successor Period and $105.7 million for the Predecessor Stub Period. Net loss for the unaudited six months ended December 31, 2020 was $59.7 million. 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. Offsetting the increase in net loss period over period was decreased net interest expense of $17.4 million, the positive impact of foreign currency exchange of $15.3 million, a gain recognized on the change in fair value of warrant liabilities of $1.2 million, offset by a net increase in income tax benefit of $5.0 million and a net increase in other expense (income), net of $2.3 million. The impact of purchase accounting related to the fair value adjustment of deferred revenue for the SNC acquisition reduced revenue for the Successor and Predecessor Stub Periods by $6.8 million. The impact of purchase accounting related to the fair value of inventory increased cost of revenues by $15.8 million for the Successor Period and $0.5 million for the unaudited six months ended December 31, 2020. The impact of purchase accounting related to the fair values of intangible assets and property, plant, and equipment for the Business Combination resulted in increased amortization and depreciation expense and increased net loss by $18.7 million and $1.3 million, respectively. Revenues Revenues were $154.1 million for the Successor Period and $168.0 million for the Predecessor Stub Period. Revenues increased $56.7 million from the unaudited six months ended December 31, 2020. The majority of the increase was a result of the acquisitions in the Medical segment contributing $61.3 million (of which $53.9 million was generated by SNC, $5.1 million by Biodex, $1.5 million by CIRS, and $0.8 million by other acquisitions) and a $3.2 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. The impact of purchase accounting related to the fair 71 Table of Contents 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. 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. Cost of revenues Cost of revenues was $100.2 million for the Successor Period and $97.7 million for the Predecessor Stub Period. Cost of Revenues for the unaudited six months ended December 31, 2020 were $155.8 million. Cost of revenues as a percentage of revenues was 65.0% for the Successor Period, 58.2% for the Predecessor Stub Period, and 58.7% for the six months ended December 31, 2020. The increase in the Successor Period was driven by purchase accounting related to the fair value of inventory from the Business Combination. 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. Cost of revenues for the Successor Period includes $15.8 million due to purchase accounting related to the fair value of inventory from the Business Combination, $0.9 million of increased amortization expense resulting from increased intangible assets from the Business Combination, and $1.1 million of increased depreciation expense resulting from increased fair values of property, plant, and equipment from the Business Combination. 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. SG&A expenses were $84.0 million for the unaudited six months ended December 31, 2020, resulting in an increase of $87.7 million. 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). SG&A for the Successor Period includes $17.8 million of increased amortization expense resulting from increased intangible assets from the Business Combination and $0.2 million of increased depreciation expense resulting from increased fair values of property, plant, and equipment from the Business Combination. Research and development Research and development (“R&D”) expenses were $6.7 million for the Successor Period and $10.3 million for the Predecessor Stub Period. R&D expenses were $10.3 million for the unaudited six months ended December 3, 2020, resulting in an increase of $6.7 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. Income (loss) from operations Loss from operations was $22.9 million for the Successor Period and $41.6 million for the Predecessor Stub Period. Income from operation was $15.3 million during the unaudited six months ended December 31, 2020 which resulted in an increased loss of $79.8 million. On a segment basis, income (loss) from operations in the Medical segment for the Successor Period and Predecessor Stub Period was $(4.3) million and $0.7 million, respectively, which includes $16.2 million and $4.5 million, respectively, in purchase accounting impacts described in revenues, cost of revenues, and SG&A above. 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. See “Business segments” and “Corporate and other” below for further details. 72 Table of Contents 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 $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, Borrowings, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Loss on debt extinguishment Loss on debt extinguishment in the Predecessor Stub Period of $15.9 million is the result of the write-off of previously deferred financing costs related to the 2019 Credit Facility that was extinguished in connection with the Business Combination. 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. The Company recorded a loss of $16.3 million for the unaudited six months ended December 31, 2020, from foreign currency exchange. The change in net foreign currency losses is due to appreciation in European and Canadian local currencies in relation to the U.S. dollar and primarily related to our Euro debt in the prior year comparable 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 18, Fair Value Measurements, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Income taxes Income tax benefit was $6.8 million for the Successor Period and $5.6 million for the Predecessor Stub Period. Income tax benefit was $17.4 million for the unaudited six months ended December 31, 2020. Income tax benefit in the Successor Period differed from income tax benefit in the Predecessor Stub Period and the unaudited six months ended December 31, 2020, primarily due to changes in valuation allowances. Business segments The following provides detail for business segment results for the Successor Period, the Predecessor Stub Period, and the unaudited six months ended December 31, 2020. Segment income from operations includes revenues of the segment less expenses that are directly related to those revenues but excludes certain charges to cost of revenues and SG&A expenses predominantly related to corporate costs, shared overhead and other costs related to restructuring activities and costs to achieve operational initiatives, which are included in Corporate and Other in the table below. Interest expense, loss on debt extinguishment, foreign currency loss (gain), net, and other expense (income), net, are not allocated to segments. For reconciliations of segment revenues and operating income to our consolidated results, see Note 17, Segment Information, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Medical [[GREPCENT_TABLE]] [["","Successor","","","Predecessor"],["(Dollars in millions)","From October 20, 2021 through December 31, 2021","","","From July 1, 2021 through October 19, 2021","","Six Months Ended December 31, 2020 (unaudited)"],["Revenues","$","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","%"]] [[/GREPCENT_TABLE]] 73 Table of Contents 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. Revenues increased primarily due to the impact of acquisitions contributing $61.3 million (of which $53.9 million was generated by SNC, $5.1 million by Biodex, $1.5 million by CIRS, and $0.8 million by other acquisitions) and an increase of $3.2 million in our legacy business due to organic growth. 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. Loss from operations, which excludes non-operational costs, was $4.3 million for the Successor Period and income from operations was $0.7 million for the Predecessor Stub Period. Income from operations, which excludes non-operational costs, was $8.7 million for the unaudited six months ended December 31, 2020, representing a decrease in income from operations of $12.3 million. Income from operations as a percentage of revenues decreased approximately 20.0% largely due to the lower margins and higher operating expenses of acquisitions, driven in large part by amortization expense (reducing margins by $1.6 million and increasing operating expenses by $5.8 million). Additionally, income from operations as a percentage of revenues was impacted in the Successor Period by a $2.3 million reduction in revenue resulting from purchase accounting related to the SNC acquisition; increases in cost of revenues resulting from the purchase accounting impacts on inventory, amortization, and depreciation in connection with the Business Combination of $3.2 million, $2.0 million, and $0.8 million, respectively; and increases in SG&A expenses resulting from the purchase accounting impacts on amortization and depreciation in connection with the Business Combination of $8.3 million and $0.1 million, respectively. Income from operations as a percentage of revenues was impacted in the Predecessor Stub Period by a $4.5 million reduction in revenue resulting from purchase accounting related to the SNC acquisition, and in the unaudited six months ended December 31, 2020 by a $0.5 million due to purchase accounting related to the fair value of inventory from previous acquisitions. Technologies [[GREPCENT_TABLE]] [["","Successor","","","Predecessor"],["(Dollars in millions)","From October 20, 2021 through December 31, 2021","","","From July 1, 2021 through October 19, 2021","","Six Months Ended December 31, 2020 (unaudited)"],["Revenues","$","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","%"]] [[/GREPCENT_TABLE]] 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. 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. Income from operations, which excludes non-operational costs, was $33.8 million for the period ending December 31, 2020, representing a decrease of $21.0 million driven primarily by higher cost of revenues including $12.6 million of inventory step-up and higher amortization of $8.4 million, both related to the Business Combination purchase accounting. 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). 74 Table of Contents Corporate and other costs were $19.7 million for the Successor period and $54.0 million for the Predecessor Stub Period which is an increase of $46.7 million when compared to the unaudited six months ended December 31, 2020. 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 $0.9 million increase in corporate insurance mostly due to becoming a public company. For reconciliations of segment operating income and corporate and other costs to our consolidated results, see Note 17, Segment Information, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Quarterly Results of Operations The following table sets forth selected unaudited quarterly financial data for the quarters during the current fiscal year and during the year ended December 31, 2022. The information for each of these periods reflects all adjustments that are of a normal, recurring nature and that we consider necessary for a fair presentation of our operating results for such periods. The results of operations presented should be read in conjunction with our audited consolidated financial statements and notes thereto appearing elsewhere in this document and are not necessarily indicative of our operating results for any future period. Revenues for certain quarters/periods are impacted by the capital spending patterns of government customers, which are influenced by budgetary considerations and driven by timing of fiscal year-ends. [[GREPCENT_TABLE]] [["","For the three months ended"],["(In millions)","December 31, 2023","","September 30, 2023","","June 30, 2023","","March 31, 2023","","December 31, 2022","","September 30, 2022","","June 30, 2022","","March 31, 2022"],["Net loss","$","(14.5)","","","$","(12.9)","","","$","(28.4)","","","$","(42.9)","","","$","(159.7)","","","$","(50.4)","","","$","(59.3)","","","$","(19.0)"],["EBITA(1)(2)","$","28.2","","","$","33.2","","","$","17.2","","","$","4.5","","","$","(114.6)","","","$","(7.1)","","","$","(20.8)","","","$","23.6"],["EBITDA(1)(2)","$","36.4","","","$","41.1","","","$","24.8","","","$","12.3","","","$","(106.8)","","","$","0.3","","","$","(13.5)","","","$","29.8"],["Adjusted EBITDA(1)(2)","$","61.0","","","$","38.8","","","$","44.3","","","$","36.6","","","$","56.4","","","$","30.8","","","$","42.6","","","$","34.9"]] [[/GREPCENT_TABLE]] (1)EBITA is a non-GAAP measure defined as U.S. GAAP net income (loss) before net interest expenses (including loss on debt extinguishment), income tax (benefit) provision, and amortization. EBITDA is a non-GAAP measure defined as income before net interest expense (including loss on debt extinguishment), income tax (benefit) provision, and depreciation (including finance lease amortization) and amortization. EBITA and EBITDA are not terms defined under U.S. GAAP and do not purport to be alternatives to net income as measures of operating performance or to cash flows from operating activities as measures of liquidity. Additionally, EBITA and EBITDA are not intended to be measures of free cash flow available for management’s discretionary use as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Adjusted EBITDA is a non-GAAP measure defined as EBITDA excluding the items described in our previous non-GAAP table above. Adjusted EBITDA is used by management as a measure of operating performance. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about our results of operations that management utilizes on an ongoing basis to assess our core operating performance. EBITA, EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. You should not consider our EBITA, EBITDA and Adjusted EBITDA as alternatives to operating income (loss) or net income (loss), determined in accordance with U.S. GAAP. 75 Table of Contents (2)The following table reconciles non-GAAP measures EBITA, EBITDA and Adjusted EBITDA to the most directly comparable U.S. GAAP financial performance measure, which is net loss: [[GREPCENT_TABLE]] [["","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)","","","$","29.8"],["Stock-based compensation expense","4.2","","","6.1","","","6.0","","","5.6","","","7.0","","","8.5","","","8.5","","","7.8"],["Increase (decrease) in fair value of warrant liabilities","18.5","","","(12.8)","","","5.7","","","13.4","","","(10.1)","","","12.0","","","(19.6)","","","(19.9)"],["Goodwill impairment","\u2014","","","\u2014","","","\u2014","","","\u2014","","","156.6","","","\u2014","","","55.2","","","\u2014"],["Other impairments","\u2014","","","\u2014","","","\u2014","","","\u2014","","","4.5","","","2.5","","","\u2014","","","\u2014"],["Debt extinguishment","\u2014","","","\u2014","","","\u2014","","","2.6","","","\u2014","","","\u2014","","","\u2014","","","\u2014"],["Foreign currency (gain) loss, net","(1.3)","","","1.5","","","(0.2)","","","(0.3)","","","(3.0)","","","3.1","","","3.3","","","1.5"],["Cost of revenues impact from inventory valuation purchase accounting","\u2014","","","\u2014","","","\u2014","","","\u2014","","","\u2014","","","\u2014","","","\u2014","","","6.3"],["Non-operating expenses","3.2","","","2.9","","","8.0","","","3.0","","","8.2","","","4.4","","","8.7","","","9.4"],["Adjusted EBITDA","$","61.0","","","$","38.8","","","$","44.3","","","$","36.6","","","$","56.4","","","$","30.8","","","$","42.6","","","$","34.9"]] [[/GREPCENT_TABLE]] 76 Table of Contents Liquidity and Capital Resources Overview of Liquidity Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments, and debt service. Mirion management believes that net cash provided by operating activities, augmented by long-term debt arrangements, will provide adequate liquidity for the next 12 months of independent operations, as well as the resources necessary to invest for growth in existing businesses and manage its capital structure on a short- and long-term basis. Access to capital and availability of financing on acceptable terms in the future will be affected by many factors, including our credit rating, economic conditions, and the overall liquidity of capital markets. There can be no assurance of continued access to financing from the capital markets on acceptable terms or at all. At December 31, 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. Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are asserting indefinite reinvestment of cash for certain non-U.S. subsidiaries. The Company has alternative repatriation options other than dividends should the need arise. The 2021 Credit Agreement provides for up to $90.0 million of revolving borrowings.The amount available on the revolver as of December 31, 2023 and December 31, 2022 was approximately $73.3 million and $80.6 million, respectively. There is a discussion in Note 9, Borrowings, of the Consolidated Financial Statements included elsewhere in this Form 10-K of the long-term debt arrangements issued by Mirion. For more information on our lease commitments, see Note 10, Leased Assets, of the Consolidated Financial Statements and for other commitments and contingencies, see Note 11, Commitments and Contingencies to the Consolidated Financial Statements, included elsewhere in this Annual Report on Form 10-K. Debt Profile 2021 Credit Agreement On the Closing Date, certain subsidiaries of the Company entered into a credit agreement (the “2021 Credit Agreement”) among Mirion Technologies (HoldingSub2), Ltd., a limited liability company incorporated in England and Wales, as Holdings, Mirion Technologies (US Holdings), Inc., as the Parent Borrower, Mirion Technologies (US), Inc., as the Subsidiary Borrower, the lending institutions party thereto, Citibank, N.A., as the Administrative Agent and Collateral Agent and Goldman Sachs Lending Partners, Citigroup Global Markets Inc., Jefferies Finance LLC and JPMorgan Chase Bank, N.A., as the Joint Lead Arrangers and Bookrunners. The 2021 Credit Agreement refinanced and replaced an earlier credit facility (the "2019 Credit Facility"). The 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility and a $90.0 million senior secured revolving facility (collectively, the “Credit Facilities”). Funds from the Credit Facilities are permitted to be used in connection with the Business Combination and related transactions, to refinance the 2019 Credit Facility referred to above and for general corporate purposes. The term loan facility is scheduled to mature on October 20, 2028 and the revolving facility is scheduled to expire and mature on October 20, 2026. The agreement requires the payment of a commitment fee of 0.50% per annum for unused revolving commitments, subject to stepdowns to 0.375% per annum and 0.25% per annum upon the achievement of specified leverage ratios. Any outstanding letters of credit issued under the 2021 Credit Agreement reduce the availability under the revolving line of credit. The 2021 Credit Agreement is secured by a first priority lien on the equity interests of the Parent Borrower owned by Holdings and substantially all of the assets (subject to customary exceptions) of the borrowers and the other guarantors thereunder. Interest with respect to the facilities is based on, at the option of the borrowers, (i) a customary base rate formula for borrowings in U.S. dollars or (ii) a floating rate formula based on LIBOR (with customary fallback provisions described below) for borrowings in U.S. dollars, a floating rate formula based on EURIBOR for borrowings in Euro or a floating rate formula based on SONIA for borrowings in Pounds Sterling, each as described in the 2021 Credit Agreement with respect to the applicable type of borrowing. The 2021 Credit Agreement includes fallback language that seeks to either facilitate an agreement with our lenders on a replacement rate for LIBOR in the event of its discontinuance or that automatically replaces LIBOR with benchmark rates based on the Secured Overnight Financing Rate ("SOFR") or other benchmark replacement rates upon triggering events. 77 Table of Contents On June 23, 2023, the 2021 Credit Agreement was amended, among other things, to replace the interest rate based on the London interbank offered rate (“LIBOR”) and related LIBOR-based mechanics applicable to U.S. Dollar borrowings under the Existing Credit Agreement with an interest rate based on SOFR (including, solely with respect to currently outstanding term loans, a customary spread adjustment of 0.11448%, 0.26161% and 0.42826% for borrowings with interest periods of 1, 3 and 6 months, respectively) and related SOFR-based mechanics The interest rate under the 2021 Credit Agreement was 8.40% and 7.48% as of December 31, 2023 and December 31, 2022, respectively. The 2021 Credit Agreement contains customary representations and warranties as well as customary affirmative and negative covenants and events of default. The negative covenants include, among others and in each case subject to certain thresholds and exceptions, limitations on incurrence of liens, limitations on incurrence of indebtedness, limitations on making dividends and other distributions, limitations on engaging in asset sales, limitations on making investments, and a financial covenant that the “First Lien Net Leverage Ratio” (as defined in the 2021 Credit Agreement) as of the end of any fiscal quarter is not greater than 7.00 to 1.00 if on the last day of such fiscal quarter certain borrowings outstanding under the revolving credit facility exceed 40% of the total revolving credit commitments at such time. The covenants also contain limitations on the activities of Mirion Technologies (HoldingSub2), Ltd. as the “passive” holding company. If any of the events of default occur and are not cured or waived, any unpaid amounts under the 2021 Credit Agreement may be declared immediately due and payable, the revolving credit commitments may be terminated and remedies against the collateral may be exercised. Hedges As a result of the Company’s European operations, we are exposed to fluctuations in exchange rates between the Euro and U.S. dollar (our functional currency). As such, we entered into cross-currency rate swaps during the year ended December 31, 2022 to manage currency risks related to foreign exchange in foreign operations. The Company is also subject to interest rate risk related to the Credit Facilities. As such, we entered into an interest rate swap (notional amount of $75.0 million) during the year ended December 31, 2023 to mitigate the risk of adverse changes in benchmark interest rates on the Company's future interest payments. The interest rate swap is a derivative financial instrument that has been designated and qualify as a cash flow hedge. The changes in the fair values of the cash flow hedge are recorded in accumulated other comprehensive loss (“AOCL”) and are reclassified into the line item in our Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings. The changes in the fair values of hedges that are determined to be ineffective are immediately reclassified from AOCL into earnings. During the year ended December 31, 2023, the new interest rate swap resulted in gains of $0.1 million recognized in other comprehensive income ("OCI"), respectively. Gains of $0.6 million were recognized in income through interest expense and reclassified from OCI during the same periods. The cross-currency rate swaps are derivative financial instruments that have been designated and qualify as hedges of net investments in our foreign operations. Accordingly, the changes in the fair values of the swaps are recognized in net investment hedges adjustments, a component of accumulated other comprehensive loss ("AOCL"), to offset the changes in the values of the net investments being hedged. Any ineffective portions of net investment hedges are reclassified from AOCL into earnings during the period of change. The following table summarizes the notional values and pretax impact of changes in the fair values of instruments designated as net investment hedges (in millions): [[GREPCENT_TABLE]] [["","Notional Amount","","Gain (Loss) Recognized in AOCL"],["","As of","","Year Ended December 31, 2023","","Year Ended December 31, 2022","","From October 20, 2021 through December 31, 2021"],["","December 31, 2023","","December 31, 2022"],["Cross-currency rate swaps","\u20ac","238.8","","","\u20ac","238.8","","","$","(10.4)","","","$","(12.9)","","","$","\u2014"],["Total","\u20ac","238.8","","","\u20ac","238.8","","","$","(10.4)","","","$","(12.9)","","","$","\u2014"]] [[/GREPCENT_TABLE]] For more discussion of the hedges of net investments, see Note 18, Fair Value Measurement, and Note 19, Derivatives and Hedging, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. 78 Table of Contents Cash flows [[GREPCENT_TABLE]] [["","","","","","","","","","","Unaudited"],["","Successor","","","Predecessor"],["(In millions)","Fiscal Year Ended December 31, 2023","","Fiscal Year Ended December 31, 2022","","From October 20, 2021 through December 31, 2021","","","From July 1, 2021 through October 19, 2021","","Six Months Ended June 30, 2021","","Six Months Ended December 31, 2020"],["Net cash provided by (used in) operating activities","$","95.2","","","$","39.4","","","$","(12.2)","","","","$","13.1","","","$","33.7","","","$","19.4"],["Net cash used in investing activities","$","(64.7)","","","$","(39.5)","","","$","(2,189.4)","","","","$","(12.5)","","","$","(28.9)","","","$","(284.5)"],["Net cash (used in) provided by financing activities","$","22.6","","","$","(7.0)","","","$","1,537.7","","","","$","1.0","","","$","(9.9)","","","$","249.3"]] [[/GREPCENT_TABLE]] Year ended December 31, 2023 (Successor) as compared to year ended December 31, 2022 (Successor) Net Cash Provided by (Used in) Operating Activities Operating activities provided net cash of $95.2 million for the year ended December 31, 2023 (Successor), as compared to net cash provided of $39.4 million for the year ended December 31, 2022 (Successor). The increase in net cash provided of $55.8 million is due to improved net income of $18.1 million after adjusting for non-cash items with the remainder due to increased cash from net working capital, specifically from reduced inventory levels due to a more favorable supply chain and collections on contract assets and liabilities in the current year. Net Cash Used in Investing Activities Net cash used in investing activities was $64.7 million for the year ended December 31, 2023 (Successor) as compared to used net cash of $39.5 million for the year ended December 31, 2022 (Successor). The increase in net cash used of $25.2 million was driven primarily by the $31.4 million cash consideration paid for the Asset Purchase of EC2 during the year ended 2023 as compared to $6.6 million of cash consideration paid for the purchase of the Critical Infrastructure business of Collins Aerospace, offset by an increase of $3.3 million in interest received on the cross currency swaps that were entered into during the fourth quarter of 2022 (see Note 19, Derivatives and Hedging, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K). Net Cash (Used in) Provided by Financing Activities Financing activities provided net cash of $22.6 million for the year ended December 31, 2023 (Successor) as compared to net cash used of $7.0 million during the year ended December 31, 2022 (Successor). The increase in net cash provided of $29.6 million primarily relates to the $150.0 million proceeds received on the T. Rowe direct investment offset by increased debt repayments of approximately $120.7 million (see "Recent Developments" above). 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. The increase is partially due to our net loss, adjusted for non-cash items, improving by $27.9 million; net loss increased by $65.0 million but was offset by a net increase of non-cash add-backs of $92.9 million. 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 Contents loss on debt extinguishment of $15.9 million, and a $14.8 million decrease in amortization of deferred revenue step-down due to acquisitions. Cash provided by working capital decreased by $23.1 million period over period primarily due to a decline in changes in inventories of $32.2 million, a decline in changes in other liabilities of $23.0 million, a decline in changes in accounts payable of $12.1 million, and a decline in changes in deferred contract revenue of $7.0 million, partially offset by an increase in changes in accounts receivable of $21.3 million and an increase in changes in other assets of $16.6 million. Net Cash Used in Investing Activities Net cash used in investing activities was $39.5 million for the year ended December 31, 2022 (Successor), $2,189.4 million in the Successor Stub Period, $12.5 million in the Predecessor Stub Period, and $28.9 million for the six months ended June 30, 2021 (Predecessor). The $2,191.3 million decline in cash used in investing activities is primarily attributable to decline in acquisition activity of $2,192.7 million ($6.6 million of cash consideration paid for the purchase of the Critical Infrastructure business of Collins Aerospace during the year ended December 31, 2022 versus $2,124.8 million paid for the Business Combination in the Successor Stub Period, $54.1 million paid for the acquisition of CIRS in the Successor Stub Period, and $15.0 million paid during the six months ended June 30, 2021 for deferred consideration related to the SNC acquisition). Net Cash (Used in) Provided by Financing Activities Net cash used in financing activities was $7.0 million during the year ended December 31, 2022 (Successor), net cash provided by financing activities was $1,537.7 million in the Successor Stub Period and $1.0 million during the Predecessor Stub Period, and net cash used in financing activities was $9.9 million for the six months ended June 30, 2021 (Predecessor). Cash outflows during the year ended December 31, 2022 (Successor) were primarily driven by $6.6 million of principal repayments of term loan debt. Net cash inflows during the Successor and Predecessor periods in the year ended December 31, 2021 primarily relate to financing activities associated with the Business Combination including $807.3 million of borrowings from third-parties, net of discount and issuance costs, $753.7 million provided by issuances of common stock, net of redemptions, and $18.7 million of transaction fees reimbursed by the Sellers, partially offset by payments of $26.3 million in deferred underwriting fees and $13.3 million of stock issuance costs. 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. The decrease compared to the prior year unaudited comparable period is primarily due to a decrease in cash inflows of $15.9 million resulting from net loss adjusted for non-cash items, which was predominantly driven by Business Combination transaction fees recorded in the Predecessor Stub Period. Cash from working capital was flat, comparing the Successor and Predecessor Stub Period with the unaudited six months ended December 31, 2020. Within working capital, accounts receivable increased by $31.9 million as a result of higher billings, accrued expense decreased $1.9 million and net other assets and liabilities increased $2.9 million. These working capital cash outflows were mostly offset by an increase in accounts payable of $14.0 million, a decrease in inventory of $1.2 million from higher sales and an increase in net, deferred contract revenue and associated deferred costs of $15.2 million. Net Cash Used in Investing Activities Net cash used in investing activities was $2.2 billion in the Successor period and $12.5 million in the Predecessor Stub Period. The periods reflected the Business Combination of $2.1 billion, acquisitions of $59.5 million, primarily related to CIRS of $54 million, and capital expenditures of $6.0 million and $11.6 million related to property, plant, and equipment and badges in the Successor Period and the Predecessor Stub Period, respectively. Net Cash Provided by Financing Activities Net cash provided by financing activities was $1.5 billion in the Successor period and was immaterial in the Predecessor Stub Period. 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 Contents Sellers. These cash inflows were partially offset by $26.3 million in deferred underwriting fees and $13.3 million of stock issuance costs. Critical Accounting Policies and Estimates Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. Such estimates are based on historical experience and on various other factors that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussed below are critical to understanding historical and future performance, as these policies relate to the more significant areas involving management's judgments and estimates. Business combinations We account for business acquisitions in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, "Business Combinations". This standard requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed in the transaction and establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard prescribe, among other things, the determination of acquisition date fair value of consideration paid in a business combination (including contingent consideration) and the exclusion of transaction and acquisition-related restructuring costs from acquisition accounting. The determination of the fair value of assets acquired and liabilities assumed involves assessments of factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the closing date of the acquisition. For non-observable market values, the Company determines fair value using acceptable valuation principles (e.g., multiple excess earnings, relief from royalty and cost methods). Results of operations for acquired companies are included in our consolidated results of operations from the date of acquisition. Goodwill Goodwill represents the excess of the purchase price paid over the estimated fair value of the net assets acquired and liabilities assumed in the acquisition of a business. Goodwill has an indefinite useful life, and is not amortized, but instead tested for impairment annually during the fiscal year fourth quarter or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value as set forth in ASC 350, "Intangibles—Goodwill and Other". The Company tests for goodwill impairment at the reporting unit level, which is an operating segment or one level below an operating segment. The amount of goodwill acquired in a business combination that is assigned to one or more reporting units as of the acquisition date is the excess of the purchase price of the acquired businesses (or portion thereof) included in the reporting unit, over the fair value assigned to the individual assets acquired or liabilities assumed from a market participant perspective. Goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the combination even though other assets or liabilities of the acquired entity may not be assigned to that reporting unit. ASC 350 allows an optional qualitative assessment as part of annual impairment testing, prior to a quantitative assessment test, to determine whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. If a qualitative assessment determines an impairment is more likely than not, the Company is required to perform a quantitative impairment test. Otherwise, no further analysis is required. Alternatively, the Company may elect to proceed directly to the quantitative impairment test. In conducting a qualitative assessment, the Company analyzes actual and projected growth trends for net sales and margin for each reporting unit, as well as historical performance versus plan and the results of prior quantitative tests performed. Additionally, the Company assesses factors that may impact its business, including macroeconomic conditions and the related impact, market-related exposures, plans to market for sale all or a portion of the business, competitive changes, new or discontinued product lines, changes in key personnel, and any potential risks to projected financial results. If performed, the quantitative test compares the fair value of a reporting unit with its carrying amount. We determine the fair value of each reporting unit by estimating the present value of expected future cash flows, discounted by the applicable 81 Table of Contents discount rate, and peer company multiples. If the carrying value exceeds the fair value, the Company recognizes an impairment loss in the amount equal to the excess, not to exceed the total amount of goodwill allocated to that reporting unit. Intangible Assets Intangible assets relate to the value associated with our developed technology, customer relationships, backlog, and trade names at the time of acquisition through business combinations. The Company determined the fair value of intangible assets acquired through an income approach, using the excess earnings method for customer relationships and backlog. Under the excess earnings method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows attributable solely to the intangible asset over its remaining useful life. The relief from royalty method was used to determine the fair value of developed technology and trade name. The valuation models were based on estimates of future operating projections of the acquired business and rights to sell products as well as judgments on the discount rates used and other variables. We determined the forecasts based on a number of factors, including our best estimate of near-term net sales expectations and long-term projections, which include review of internal and independent market analyses. The discount rate used was representative of the weighted average cost of capital. The customer relationships definite lived intangible assets are amortized using the double declining balance method with estimated useful lives ranging from 6 to 13 years, while all other definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from 5 to 16 years for developed technology and 1 to 10 years for trade names and other. The Company regularly evaluates the amortization period assigned to each intangible asset to ensure that there have not been any events or circumstances that warrant revised estimates of useful lives. Revenue Recognition The Company recognizes revenue from arrangements that include performance obligations to design, engineer, manufacture, deliver, and install products. The Company identifies a performance obligation for each promise in a contract to transfer a distinct good or service to the customer. As part of its assessment, the Company considers all goods and/or services promised in the contract, regardless of whether they are explicitly stated or implied by customary business practices. The Company’s contracts may contain either a single performance obligation, including the promise to transfer individual goods or services that are not separately distinct within the context of the respective contracts, or multiple performance obligations. For contracts that contain multiple performance obligations, the Company allocates the consideration to which it expects to be entitled to each performance obligation based on relative standalone selling prices and recognizes the related revenue when or as control of each individual performance obligation is transferred to customers. The Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. The Company combines multiple contracts entered into at or around the same time with a customer if the contracts are negotiated as a package with a single commercial objective, the consideration paid under the contracts depends on the price or performance of the other contract, or if the goods or services promised in the contracts are a single performance obligation. Service revenues (service-type warranty, post contract support, installation, and subscription-based services) are recognized over time as the customers receive and consume benefits of such services simultaneously. Assurance-type warranties guarantee that a product complies with agreed-upon specifications and accordingly are not separate performance obligations. A provision for these warranties is recognized in the period during which the associated revenue is recognized. In most cases, installation services represent a separate performance obligation. The customer simultaneously receives and consumes the benefits as the installation services are performed, as other entities could complete the installation at any point during the installation process. When the product and installation service are determined to be a combined performance obligation, revenue is recognized over time as the installation is performed and included in product revenue in the consolidated statement of operations. Variable consideration such as rebates, sales discounts and sales returns are estimated and treated as a reduction of revenue in the same period the related revenue is recognized. These are estimated based on contractual terms, historical practices, and current trends, and are adjusted as new information becomes available. Revenues exclude any taxes that the Company collects from customers and remits to tax authorities. Amounts billed to customer for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products in the period in which revenue is recognized. The Company has elected a practical expedient under ASC 606 that allows for shipping and handling activities that occur after the customer has obtained control of a good to be accounted for as a fulfillment cost. The Company does not adjust the promised amount of consideration for the effects of a significant financing component, if, at contract inception, the Company expects the period between the time when the Company transfers a promised good or service to the customer and the time when the customer pays for that good or service will be one year or less. 82 Table of Contents The Company exercises judgment in determining the timing of revenue by analyzing the point in time or the period over which the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the performance obligation. Typically, over-time revenue recognition is based on the utilization of the input measure of costs incurred to date relative to total estimated costs to measure progress. Changes in total estimated costs are recognized using the cumulative catch-up method of accounting which recognize the cumulative effect of the changes on current and prior periods in the current period. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are first determined. A significant change in an estimate on one or more contracts could have a material effect on the Company’s consolidated financial position, results from operations, or cash flows. However, there were no significant changes in estimated contract costs for the 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. If a performance obligation does not qualify for over-time revenue recognition, revenue is then recognized at the point-in-time in which control of the distinct good or service is transferred to the customer, typically based upon the terms of delivery. Certain of the Company’s products are sold through distributors and third-party sales representatives under standard agreements whereby distributors purchase products from the Company and resell them to customers. These agreements give distributors the right to sell the Company’s products within certain territories and establish minimum order requirements. These arrangements do not provide stock rotation or price protection rights and do not contain extended payment terms. Rights of return are limited to repair or replacement of delivered products that are defective or fail to meet the Company’s published specifications. Provisions for these warranty costs are recognized in the same period that the related revenue is recorded similar to other assurance-type warranties. Revenue derived from passive dosimetry and analytical services is of a subscription nature and is provided to customers on an agreed-upon recurring monthly, quarterly or annual basis. Services are provided to the customer via passive dosimeter badges that the Company supplies to customer personnel. Depending on the type of badge utilized, either customers return the used badges to the Company for analysis, or they obtain the analysis directly via a self-service web portal. The Company believes that badge production, badge wearing, badge analysis and report preparation are not individually distinct and therefore a single performance obligation recognized over time. Revenue is recognized ratably over the service period as the service is continuous, and no other discernible pattern of recognition is evident. Many customers pay for these measuring and monitoring services in advance. The amounts are recorded as deferred contract revenue in the consolidated balance sheets and represent customer deposits invoiced in advance for services to be rendered over the service period, net of a reserve for estimated cancellations. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g., extended warranty and service contracts), upon completion of contract milestones (e.g., custom development manufacturing), or a combination of each. The Company’s costs to obtain contracts are typically comprised of sales commissions. A majority of these costs relate to revenue that is recognized over a period that is less than one year. For costs related to revenue recognized over a period less than one year, the Company has elected the practical expedient under ASC 606 to expense these costs as incurred. Contract Balances Revenue earned in excess of billings on contracts in progress (contract assets) are classified in the consolidated balance sheet as a current asset and included in costs in excess of billings on uncompleted contracts. Amounts billed in excess of revenue earned (contract liabilities) are included in deferred contract revenue. For more information, see Note 4, Contracts in Progress, to the Consolidated Financial Statements included elsewhere this Annual Report on Form 10-K. Remaining Performance Obligations The remaining performance obligations for all open contracts as of December 31, 2023 include assembly, delivery, installation, and trainings. The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts was approximately $857.1 million and $737.4 million as of December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, the Company expects to recognize approximately 46%, 18%, 11%, and 8% of the remaining performance obligations as revenue during the fiscal years 2024, 2025, 2026 and 2027, respectively, and the remainder thereafter. Disaggregation of Revenues 83 Table of Contents A disaggregation of the Company’s revenues by segment, geographic region, timing of revenue recognition and product category is provided in Note 17, Segment Information, to the Consolidated Financial Statements included elsewhere this Annual Report on Form 10-K. Accounting for Income Taxes The Company accounts for income taxes and the related accounts under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company classifies all deferred tax assets and liabilities, and any related valuation allowance, as non-current in the Consolidated Balance Sheets. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current in the balance sheet, to the extent that the Company anticipates payment or receipt of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. Derivative Warrant Liabilities We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC Topic 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the Public Warrants as of December 31, 2022 is based on observable listed prices for such warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Warrants having substantially the same terms as the Public Warrants, we determined that the fair value of each Private Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. 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. Derivatives and Hedging Predecessor Period The Company uses certain derivative financial instruments to help manage its risk or exposure to changes in interest rates in relation to variable rate debt and foreign currency exchange rate fluctuations. 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. Accounting for derivatives as hedges requires that, at inception and over the term of the arrangement, the hedged item and related derivative meet the requirements for hedge accounting. In evaluating whether a particular relationship qualifies for hedge accounting, the Company tests effectiveness at inception and each reporting period thereafter by determining whether changes in the fair value of the derivative offset, within a specified range, changes in the fair value of the hedged item. If fair value changes fail this test, the Company discontinues applying hedge accounting to that relationship prospectively. Fair values of both the derivative instrument and the hedged item are calculated using internal valuation models incorporating market-based assumptions, subject to third-party confirmation, as applicable. 84 Table of Contents The changes in the fair values of derivatives that have been designated and qualify as hedges of net investments in foreign operations are recorded in accumulated other comprehensive loss ("AOCL") and are reclassified into the line item in our consolidated statement of income in which the hedged items are recorded in the same period the hedged items affect earnings. The changes in the fair values of derivatives that were not designated and/or did not qualify as hedging instruments are immediately recognized in earnings. 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. As such, the Company recognized gains of $0.1 million in AOCL for the year ended December 31, 2023 for the swap that qualified as a cash flow hedge. The Company recognized a loss of $10.4 million and $12.9 million in AOCL for the year ended December 31, 2023 and 2022, respectively, for the swaps that qualified as net investment hedges. 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.