Mirion Technologies Inc
For the period ended Sep 30, 2024. Filed Oct 30, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Oct 30, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-02.
0001628280-24-034412
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-10-30.
0001628280-24-044338
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 178 previous paragraphs and 183 current paragraphs.
99 unchanged; 73 reworded; 8 added; 5 removed; 1 previous and 3 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
•During the three months ended September 30, 2024, a contract in our Technologies segment was modified in which a portion of the future consideration in the contract became contingent on future actions under the control of the customer. As a result, the backlog of $21 million was removed. The impact of this modification was immaterial to our unaudited Condensed Consolidated Financial Statements for the period ended September 30, 2024.
Current report
Loss on disposal of business
Current report
Foreign currency (gain) loss, net
Current report
For the Nine Months Ended September 30, 2024 and the Nine Months Ended September 30, 2023
Current report
SG&A expenses were $255.9 million for the nine months ended September 30, 2024 and $252.8 million for the nine months ended September 30, 2023, resulting in an increase of $3.1 million period over period.
Current report
Loss from operations
Current report
Foreign currency loss, net
Current report
The Company uses fixed-to-fixed cross-currency rate swaps ("CCRS") to protect the net investment on pre-tax basis in the Company’s EUR-denominated operations against changes in spot exchange rates. One of the CCRS matures and settles on December 31, 2024. The current fair value of this derivative financial instrument is $11.9 million and is classified as a current liability (see Note 17, Derivatives and Hedging, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q).
Removed paragraphs (5)
Previous report
Income (Loss) from operations
Previous report
Foreign currency loss (gain), net
Previous report
For the Six Months Ended June 30, 2024 and the Six Months Ended June 30, 2023
Previous report
SG&A expenses were $171.6 million for the six months ended June 30, 2024 and $169.1 million for the six months ended June 30, 2023, resulting in an increase of $2.5 million period over period.
Previous report
Foreign currency loss (gain), net
Reworded paragraphs (73)
Previous wording
•Our revenues were $207.1 million for the three months ended June 30, 2024 and $197.2 million for the three months ended June 30, 2023, of which 35.3% and 34.5% were generated in the Medical segment for the three months ended June 30, 2024 and 2023, respectively, and 64.7% and 65.5% were generated in the Technologies segment for the three months ended June 30, 2024 and 2023, respectively.
Current wording
•Our revenues were $206.8 million for the three months ended September 30, 2024 and $191.2 million for the three months ended September 30, 2023, of which 35.8% and 36.0% were generated in the Medical segment for the three months ended September 30, 2024 and 2023, respectively, and 64.2% and 64.0% were generated in the Technologies segment for the three months ended September 30, 2024 and 2023, respectively.
Previous wording
•Our revenues were $399.7 million for the six months ended June 30, 2024 and $379.3 million for the six months ended June 30, 2023, of which 35.0% and 35.4% were generated in the Medical segment for the six months ended June 30, 2024 and 2023, respectively, and 65.0% and 64.6% were generated in the Technologies segment for the six months ended June 30, 2024 and 2023, respectively.
Current wording
•Our revenues were $606.5 million for the nine months ended September 30, 2024 and $570.5 million for the nine months ended September 30, 2023, of which 35.3% and 35.6% were generated in the Medical segment for the nine months ended September 30, 2024 and 2023, respectively, and 64.7% and 64.4% were generated in the Technologies segment for the nine months ended September 30, 2024 and 2023, respectively.
Previous wording
•Backlog (representing committed but undelivered contracts and purchase orders) was $824.7 million and $857.1 million as of June 30, 2024, and December 31, 2023, respectively. There was no impact to backlog as of June 30, 2024 from the long-term strategic partnership agreement signed with customer EDF during the three months ended June 30, 2024.
Current wording
•Backlog (representing committed but undelivered contracts and purchase orders) was $814.9 million and $857.1 million as of September 30, 2024, and December 31, 2023, respectively. There was no impact to backlog as of September 30, 2024 from the long-term strategic partnership agreement signed with customer EDF during the nine months ended September 30, 2024.
Previous wording
The following tables present a reconciliation of certain non-GAAP financial measures for the three and six months ended June 30, 2024 and for the three and six months ended June 30, 2023.
Current wording
The following tables present a reconciliation of certain non-GAAP financial measures for the three and nine months ended September 30, 2024 and for the three and nine months ended September 30, 2023.
Previous wording
(1)Pre-tax non-operating expenses of $4.6 million for the three months ended June 30, 2024 include $2.9 million of restructuring costs (including related asset impairments); $1.7 million of costs to achieve integration and operational synergies; $0.7 million of costs to achieve information technology system integration and efficiency; and $0.5 million of mergers and acquisition expenses; offset by a $1.2 million gain on the disposal of the Biodex Rehabilitation ("Rehab") business.
Current wording
(1)Pre-tax non-operating expenses of $4.1 million for the three months ended September 30, 2024 include $1.8 million of restructuring costs (including related asset impairments); $0.9 million of costs to achieve integration and operational synergies; $0.7 million of costs to achieve information technology system integration and efficiency; and $0.7 million of mergers and acquisition expenses.
Previous wording
(2)Pre-tax non-operating expenses of $8.0 million for the three months ended June 30, 2023 include a $5.6 million loss on the disposal of the Rehab business, net of gain on termination of a related lease; $0.7 million of mergers and acquisition expenses; $0.6 million related to the Business Combination and incremental one-time costs associated with becoming a public company; $0.3 million of restructuring costs; $0.3 million of costs to achieve information technology system integration and efficiency; $0.3 million of fees incurred in connection with a secondary offering made by affiliates of Charterhouse Capital Partners, our former majority stockholder; and $0.2 million in costs to achieve integration and operational synergies.
Current wording
(2)Pre-tax non-operating expenses of $2.9 million for the three months ended September 30, 2023 include $2.2 million of mergers and acquisition expenses; $0.4 million of costs to achieve information technology system integration and efficiency; $0.3 million loss on the disposal of the Rehab business; $0.1 million of fees incurred in connection with a secondary offering made by affiliates of Charterhouse Capital Partners, our former majority stockholder; and $(0.1) million of restructuring costs.
Previous wording
(1)Pre-tax non-operating expenses of $6.7 million for the six months ended June 30, 2024 include $2.9 million of restructuring costs (including related asset impairments); $2.7 million of costs to achieve integration and operational synergies; $1.2 million of costs to achieve information technology system integration and efficiency; $1.1 million of mergers and acquisition expenses; offset by $1.2 million gain on the disposal of the Rehab business.
Current wording
(1)Pre-tax non-operating expenses of $10.8 million for the nine months ended September 30, 2024 include $4.7 million of restructuring costs (including related asset impairments); $3.6 million of costs to achieve integration and operational synergies; $1.9 million of costs to achieve information technology system integration and efficiency; and $1.8 million of mergers and acquisition expenses; offset by $1.2 million gain on the disposal of the Rehab business.
Previous wording
(2)Pre-tax non-operating expenses of $11.0 million for the six months ended June 30, 2023 include a $5.6 million loss on the disposal of the Rehab business, net of gain on termination of a related lease; $1.7 million of restructuring costs; $0.9 million of fees incurred in connection with secondary offerings made by affiliates of Charterhouse Capital Partners, our former majority stockholder; $0.8 million related to mergers and acquisition expenses; $0.8 million related to the Business Combination and incremental one-time costs associated with becoming a public company; $0.8 million of costs to achieve information technology system integration and efficiency; and $0.4 million in costs to achieve integration and operational synergies.
Current wording
(2)Pre-tax non-operating expenses of $13.9 million for the nine months ended September 30, 2023 include a $5.9 million loss on the disposal of the Rehab business, net of gain on termination of a related lease; $1.6 million of restructuring costs; $1.0 million of fees incurred in connection with secondary offerings made by affiliates of Charterhouse Capital Partners, our former majority stockholder; $3.0 million related to mergers and acquisition expenses; $0.8 million related to the Business Combination and incremental one-time costs associated with becoming a public company; $1.2 million of costs to achieve information technology system integration and efficiency; and $0.4 million in costs to achieve integration and operational synergies.
Previous wording
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 June 30, 2024, the Company has approximately $5.9 million in net contract assets and accounts receivable, net of related reserves of approximately $1.2 million for Russian customers and channel partners. The Company maintains $13.8 million in advance payment guarantees and $13.9 million in performance guarantees in support of these projects. As of June 30, 2024, 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 $136.8 million at June 30, 2024.
Current wording
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 September 30, 2024, the Company has approximately $6.1 million in net contract assets and accounts receivable, net of related reserves of approximately $1.1 million for Russian customers and channel partners. The Company maintains $14.4 million in advance payment guarantees and $14.5 million in performance guarantees in support of these projects. As of September 30, 2024, 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 $117.2 million at September 30, 2024.
Previous wording
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, management disputes these claims, and believes that the Company has substantial defenses to vigorously defend against these claims. However, uncertainty exists as to the final outcomes, including any impact from potential modifications of the underlying active contract and the settlement of claims for the cancelled Finland project.
Current wording
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). No legal actions have been taken to date by the customer on this matter, 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 resolution, including any impact from potential modifications of the underlying active contract.
Previous wording
Global interest rates remained elevated during the first half of 2024 after the series of interest rate hikes that have occurred since late 2022. The Company's 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility (maturing in October 2028) and a $90.0 million senior secured revolving facility (expiring and maturing in October 2026) (collectively, the “Credit Facilities”).
Current wording
Global interest rates remained elevated during the first half of 2024 after the series of interest rate hikes that have occurred since late 2022, with a slight drop in Q3 2024. The Company's 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility (maturing in October 2028) and a $90.0 million senior secured revolving facility (expiring and maturing in October 2026) (collectively, the “Credit Facilities”).
Previous wording
The interest rate for the term loan was 7.58% (with no spread rate based upon rate term) and 7.90% (including spread based upon rate term) as of June 30, 2024 and June 30, 2023, respectively.
Current wording
The interest rate for the term loan was 6.85% (with no spread rate based upon rate term) and 8.25% (including spread based upon rate term) as of September 30, 2024 and September 30, 2023, respectively.
Previous wording
Subsequent to the closing and during the three months ended June 30, 2023, significant events occurred that negatively impacted the Company's ability to collect the remaining $7.0 million of cash payments owned for the sale, including disclosure by Salona that substantial doubt existed as to its ability to continue as a going concern. The Company elected to apply ASC 450 Contingencies to determine the loss on the business disposal since remaining payments were contingent on Salona's financial situation. As a result a loss on sale of business of $6.2 million was recorded in the unaudited Condensed Consolidated Statement of Operations during the three months ended June 30, 2023.
Current wording
Subsequent to the closing and during the nine months ended September 30, 2023, significant events occurred that negatively impacted the Company's ability to collect the remaining $7.0 million of cash payments owned for the sale, including disclosure by Salona that substantial doubt existed as to its ability to continue as a going concern. The Company elected to apply ASC 450 Contingencies to determine the loss on the business disposal since remaining payments were contingent on Salona's financial situation. As a result a loss on sale of business of $6.5 million was recorded in the unaudited Condensed Consolidated Statement of Operations during the nine months ended September 30, 2023.
Previous wording
During the three months ended June 30, 2024, Salona paid $1.2 million of the amount owed for the sale, and accordingly the Company recorded the payment as a reversal of the contingent loss in the unaudited Condensed Consolidated Statements of Operations. Doubt still exists regarding Salona's ability to pay the remaining amounts owed, and the Company will continue to monitor the situation.
Current wording
During the nine months ended September 30, 2024, Salona paid $1.2 million of the amount owed for the sale, and accordingly the Company recorded the payment as a reversal of the contingent loss in the unaudited Condensed Consolidated Statements of Operations. Doubt still exists regarding Salona's ability to pay the remaining amounts owed, and the Company will continue to monitor the situation.
Previous wording
On November 1, 2023, the Company acquired ec 2 Software Solutions LLC and NUMA LLC (collectively “ec 2”) for $33 million of cash consideration. Headquartered in Somerset, NJ, ec 2 is a medical software company that designs, implements, and supports comprehensive software solutions servicing the nuclear medicine industry. The ec 2 team and portfolio of solutions were integrated as part of the Company's Medical segment. As a result, ec 2 operating results are included in Mirion's operating results for the three and six months ended June 30, 2024 but not included for the same periods ended June 30, 2023.
Current wording
On November 1, 2023, the Company acquired ec 2 Software Solutions LLC and NUMA LLC (collectively “ec 2”) for $33 million of cash consideration. Headquartered in Somerset, NJ, ec 2 is a medical software company that designs, implements, and supports comprehensive software solutions servicing the nuclear medicine industry. The ec 2 team and portfolio of solutions were integrated as part of the Company's Medical segment. As a result, ec 2 operating results are included in Mirion's operating results for the three and nine months ended September 30, 2024 but not included for the same periods ended September 30, 2023.
Previous wording
As a result of the change in the fair value of the warrant liabilities through the Redemption Date, the Company recorded a $0.4 million gain in the change in fair value of these warrant liabilities within the Condensed Consolidated Statement of Operations, and then reclassified the resulting warrant liability of $60.6 million to additional paid-in capital upon completion of the exercises and redemptions during the three months ended June 30, 2024. No warrants remain outstanding as of June 30, 2024.
Current wording
As a result of the change in the fair value of the warrant liabilities through the Redemption Date, the Company recorded a $0.4 million gain in the change in fair value of these warrant liabilities within the unaudited Condensed Consolidated Statement of Operations, and then reclassified the resulting warrant liability of $60.6 million to additional paid-in capital upon completion of the exercises and redemptions during the three months ended June 30, 2024. No warrants remain outstanding as of June 30, 2024.
Previous wording
During the three months ended June 30, 2024, management announced that it would close its Middleton, Wisconsin office and move operations to our Virginia facility within the Medical segment in an effort to simplify product lines. As a result of the announcement, the Company recorded a $1.7 million loss for the impairment of the facility's right-of-use asset and related leasehold improvements (included as part of our restructuring charges, see Note 19, Restructuring, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q). The closure is expected to be completed by the end of fiscal year 2024.
Current wording
During the nine months ended September 30, 2024, management announced that it would close its Middleton, Wisconsin office and move operations to our Virginia facility within the Medical segment in an effort to simplify product lines and cease the production of the lasers product line. As a result of the announcement, the Company recorded $3.2 million of losses for the impairment of the facility's right-of-use asset and related leasehold improvements and write-off of inventories (included as part of our restructuring charges, see Note 19, Restructuring and Related Impairments, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q). The closure is expected to be completed by the end of fiscal year 2024.
Previous wording
Revenues were $207.1 million for the three months ended June 30, 2024 and $197.2 million for the three months ended June 30, 2023. Our Medical segment contributed $73.2 million and $68.0 million of revenues for the three months ended June 30, 2024 and 2023, respectively. Our Technologies segment contributed $133.9 million and $129.2 million of revenues for the three months ended June 30, 2024 and 2023, respectively. Gross profit was $97.4 million and $88.0 million for the three months ended June 30, 2024 and 2023, respectively, resulting in an $9.4 million increase from the three months ended June 30, 2023.
Current wording
Revenues were $206.8 million for the three months ended September 30, 2024 and $191.2 million for the three months ended September 30, 2023. Our Medical segment contributed $74.1 million and $68.8 million of revenues for the three months ended September 30, 2024 and 2023, respectively. Our Technologies segment contributed $132.7 million and $122.4 million of revenues for the three months ended September 30, 2024 and 2023, respectively. Gross profit was $92.9 million and $80.8 million for the three months ended September 30, 2024 and 2023, respectively, resulting in an $12.1 million increase from the three months ended September 30, 2023.
Previous wording
Net loss was $12.0 million and $28.4 million for the three months ended June 30, 2024 and 2023, respectively. Our Medical segment contributed $5.0 million of income from operations and $3.1 million of loss from operations for the three months ended June 30, 2024 and 2023, respectively. Our Technologies segment contributed $18.5 million of income from operations and $12.8 million of income from operations for the three months ended June 30, 2024 and 2023, respectively. The overall decrease in net loss is primarily driven by increased revenues in the Medical and Technologies segments, a favorable margin for current projects and products in the current period, decreased amortization expense in the current year due to fully amortized intangibles, lower selling, general and administrative costs associated with stock-based compensation expense, and a $6.1 million change in the loss from fair value of warrant liabilities in the current year. Offsetting these items were higher provision for/lower benefit from income taxes in the current year and increased restructuring costs, compensation costs, and professional services expenses in the current year.
Current wording
Net loss was $14.0 million and $12.9 million for the three months ended September 30, 2024 and 2023, respectively. Our Medical segment contributed $4.0 million of income from operations for the three months ended September 30, 2024 and 2023, respectively. Our Technologies segment contributed $14.7 million of income from operations and $5.4 million of income from operations for the three months ended September 30, 2024 and 2023, respectively. The overall increase in net loss is primarily driven by a $12.8 million decrease in the loss from fair value of warrant liabilities in the prior year that no longer impacts the current year, higher provision for/lower benefit from income taxes in the current year, increased restructuring costs, and increased compensation costs in the current year. Offsetting these items were increased revenues in the Medical and Technologies segments, a favorable margin for current projects and products in the current period, decreased amortization expense in the current year due to fully amortized intangibles, and lower selling, general and administrative costs associated with stock-based compensation expense.
Previous wording
Revenues were $207.1 million for the three months ended June 30, 2024 and $197.2 million for the three months ended June 30, 2023. Revenues increased $9.9 million from the three months ended June 30, 2023.
Current wording
Revenues were $206.8 million for the three months ended September 30, 2024 and $191.2 million for the three months ended September 30, 2023. Revenues increased $15.6 million from the three months ended September 30, 2023.
Previous wording
Medical segment revenues increased for the three months ended June 30, 2024 compared with the three months ended June 30, 2023 primarily due to price increases, accelerated order fulfillment in the Nuclear Medicine business after delays in the previous quarter caused by a new ERP system implementation were being resolved, and the current year impact of the ec 2 acquisition. Partially offsetting the increases in Medical segment revenues period over period was a decrease in organic volume including reduced revenues from China and Russia orders compared to the prior year.
Current wording
Medical segment revenues increased for the three months ended September 30, 2024 compared with the three months ended September 30, 2023 primarily due to price increases, organic volume growth, and the current year impact of the ec 2 acquisition. Partially offsetting the increases in Medical segment revenues period over period was reduced revenues from China orders compared to the prior year.
Previous wording
Technologies segment revenues increased for the three months ended June 30, 2024 compared with the three months ended June 30, 2023 primarily due to price increases and organic volume growth, partially offset by execution timing in certain projects and an unfavorable foreign currency impact for the Euro and Canadian dollar period over period.
Current wording
Technologies segment revenues increased for the three months ended September 30, 2024 compared with the three months ended September 30, 2023 primarily due to price increases and organic volume growth, partially offset by execution timing.
Previous wording
Cost of revenues was $109.7 million for the three months ended June 30, 2024 and $109.2 million for the three months ended June 30, 2023. Cost of revenues increased $0.5 million for the three months ended June 30, 2024 as compared with the three months ended June 30, 2023.
Current wording
Cost of revenues was $113.9 million for the three months ended September 30, 2024 and $110.4 million for the three months ended September 30, 2023. Cost of revenues increased $3.5 million for the three months ended September 30, 2024 as compared with the three months ended September 30, 2023.
Previous wording
Cost of revenues related to the Medical segment increased $1.1 million period over period due to the impact of accelerated order fulfillment in the Nuclear Medicine business after the new ERP system implementation, increased depreciation from new software put into operation, increased costs from the ec 2 acquisition, and inflation. The increase was partly offset by a decrease in cost of revenues due to lower organic volume and a favorable margin due to product mix over the same period.
Current wording
Cost of revenues related to the Medical segment increased $4.3 million period over period due to the impact of organic volume growth, increased costs from the ec 2 acquisition, the impact of the inventory provision taken due to the closure of its Middleton site, and inflation. The increase was partly offset by a decrease in cost of revenues due to lower China orders and a favorable margin due to product mix over the same period.
Previous wording
Cost of revenues related to the Technologies segment decreased $0.6 million period over period. The decrease was primarily driven by a positive product mix from higher margin projects and products in the current year and project timing. Partially offsetting the decrease was organic volume growth and inflation in the current year.
Current wording
Cost of revenues related to the Technologies segment decreased $0.8 million period over period. The decrease was primarily driven by a positive product mix from higher margin projects and products, project timing, and other cost saving initiatives in the current year. Partially offsetting the decrease was organic volume growth and inflation in the current year.
Previous wording
Selling, general and administrative (“SG&A”) expenses were $87.5 million for the three months ended June 30, 2024 and $84.0 million for the three months ended June 30, 2023, resulting in an increase of $3.5 million period over period.
Current wording
Selling, general and administrative (“SG&A”) expenses were $84.3 million for the three months ended September 30, 2024 and $83.7 million for the three months ended September 30, 2023, resulting in an increase of $0.6 million period over period.
Previous wording
Our Medical segment incurred higher SG&A expenses of $2.8 million for the three months ended June 30, 2024 compared with the three months ended June 30, 2023. The increase was primarily due to inflation, higher SG&A expenses associated with restructuring in the current year, and the ec 2 acquisition.
Current wording
Our Medical segment incurred higher SG&A expenses of $0.3 million for the three months ended September 30, 2024 compared with the three months ended September 30, 2023. The increase was primarily due to inflation, higher SG&A expenses associated with restructuring in the current year, and the ec 2 acquisition.
Previous wording
Our Technologies segment incurred higher SG&A expenses of $0.1 million for the three months ended June 30, 2024 compared with the three months ended June 30, 2023. The increase was primarily driven by higher SG&A expenses associated with increased compensation costs due to inflation and higher headcount, partially offset by decreased amortization expense resulting from fully amortized intangible assets.
Current wording
Our Technologies segment incurred higher SG&A expenses of $0.7 million for the three months ended September 30, 2024 compared with the three months ended September 30, 2023. The increase was primarily driven by higher SG&A expenses associated with increased compensation costs due to inflation and higher headcount, partially offset by decreased amortization expense resulting from fully amortized intangible assets.
Previous wording
Corporate SG&A expenses were $19.7 million for the three months ended June 30, 2024 and $19.1 million for the three months ended June 30, 2023. The increase in SG&A expenses of $0.6 million was driven by an increase in compensation and IT related costs, and costs to achieve integration and operational synergies in the current year, partially offset by a net decrease in stock-based compensation expense under the 2021 Omnibus Incentive Plan and Profit Interests (see Note 13, Stock-Based Compensation, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q).
Current wording
Corporate SG&A expenses were $18.4 million for the three months ended September 30, 2024 and $18.8 million for the three months ended September 30, 2023. The decrease in SG&A expenses of $0.4 million was primarily driven by a net decrease in stock-based compensation expense under the 2021 Omnibus Incentive Plan and Profit Interests (see Note 13, Stock-Based Compensation, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q). Partially offsetting the decrease is an increase in compensation costs and external fees incurred for operational improvement initiatives.
Previous wording
Research and development (“R&D”) expenses were $8.8 million for the three months ended June 30, 2024 and $8.4 million for the three months ended June 30, 2023, resulting in an increase of $0.4 million period over period. The increase in R&D expense was primarily due to increased compensation costs for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023.
Current wording
Research and development (“R&D”) expenses were $10.2 million for the three months ended September 30, 2024 and $7.9 million for the three months ended September 30, 2023, resulting in an increase of $2.3 million period over period. The increase in R&D expense was primarily due to increased compensation costs for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023.
Previous wording
(Gain) loss on disposal of business were $(1.2) million and $6.2 million for the six months ended June 30, 2024 and 2023, respectively, related to the sale of the Rehab business. See discussion in "Recent Developments—Biodex Rehab Sale"for further details.
Current wording
Loss on disposal of business was $0.3 million for the three months ended September 30, 2023, related to the sale of the Rehab business. See discussion in "Recent Developments—Biodex Rehab Sale"for further details.
Previous wording
Income from operations was $2.3 million for the three months ended June 30, 2024 compared with a loss of $10.6 million for the three months ended June 30, 2023. On a segment basis, income and loss from operations in the Medical segment for the three months ended June 30, 2024 and 2023 were $5.0 million and $3.1 million, respectively, representing an increase of $8.1 million period over period. Income from operations in the Technologies segment for the three months ended June 30, 2024 and three months ended June 30, 2023 was $18.5 million and $12.8 million, respectively, representing an increase of $5.7 million period over period. Corporate expenses were $21.2 million and $20.3 million for the three months ended June 30, 2024 and 2023, respectively, representing a decrease in income from operations of $0.9 million as discussed in "Selling, general and administrative expenses" above. See “Business segments” and “Corporate and other” below for further details.
Current wording
Loss from operations was $1.6 million for the three months ended September 30, 2024 compared with a loss of $11.1 million for the three months ended September 30, 2023. On a segment basis, income from operations in the Medical segment for the three months ended September 30, 2024 and 2023 were $4.0 million and $4.0 million, respectively, representing consistent operations period over period. Income from operations in the Technologies segment for the three months ended September 30, 2024 and three months ended September 30, 2023 was $14.7 million and $5.4 million, respectively, representing an increase of $9.3 million period over period. Corporate expenses were $20.3 million and $20.5 million for the three months ended September 30, 2024 and 2023, respectively, representing a decrease in income from operations of $0.2 million as discussed in "Selling, general and administrative expenses" above. See “Business segments” and “Corporate and other” below for further details.
Previous wording
Interest expense, net, was $13.1 million for the three months ended June 30, 2024 and $13.6 million for the three months ended June 30, 2023. The decrease in interest expense was due lower interest rates negotiated with the debt refinancing in the current quarter, interest from derivatives, and additional interest earned on cash deposits in the current period. For more information, see Note 8, Borrowings, and Note 17, Derivatives and Hedging, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
Interest expense, net, was $12.7 million for the three months ended September 30, 2024 and $14.2 million for the three months ended September 30, 2023. The decrease in net interest expense was due lower interest rates negotiated with the debt refinancing during the three months ended June 30, 2024, interest from derivatives, and additional interest earned on cash deposits in the current period. For more information, see Note 8, Borrowings, and Note 17, Derivatives and Hedging, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
We recorded a $0.3 million net loss for the three months ended June 30, 2024 and a $0.2 million net gain for the three months ended June 30, 2023 from foreign currency exchange. The change in net foreign currency loss (gain) is due primarily to fluctuations in European local currencies in relation to the U.S. dollar.
Current wording
We recorded a $0.9 million net gain for the three months ended September 30, 2024 and a $1.5 million net loss for the three months ended September 30, 2023 from foreign currency exchange. The change in net foreign currency loss (gain) is due primarily to fluctuations in European local currencies in relation to the U.S. dollar.
Previous wording
We recognized a realized gain and unrealized loss of $0.4 million and $5.7 million for the three months ended June 30, 2024 and 2023, respectively, representing a $6.1 million increase in gain during the period. This change is due to a settlement of the fair value mark-to-market of the Public Warrant and Private Placement Warrant liabilities in conjunction with the warrant redemption/exchange during the three months ended June 30, 2024 compared to the three months ended June 30, 2023. See Note 1, Nature of Business and Summary of Significant Accounting Policies, and Note 16, Fair Value Measurements, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
We recognized an unrealized gain of $(12.8) million for the three months ended September 30, 2023. During the three months ended June 30, 2024, we settled the Public Warrant and Private Placement Warrant liabilities in conjunction with the warrant redemption/exchange. See Note 1, Nature of Business and Summary of Significant Accounting Policies, and Note 16, Fair Value Measurements, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
The effective income tax rate was (6.2)% and 4.1% for the three months ended June 30, 2024 and 2023, respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings and the impact of valuation allowances.
Current wording
The effective income tax rate was (7.7)% and 5.8% for the three months ended September 30, 2024 and 2023, respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings and the impact of valuation allowances.
Previous wording
Medical segment revenues were $73.2 million for the three months ended June 30, 2024 and $68.0 million for the three months ended June 30, 2023, representing a $5.2 million increase period over period. Revenues increased $1.8 million due to price increases, $3.6 million due to the acquisition of the ec 2 business, and $2.7 million due to impacts from accelerated order fulfillment in the Nuclear Medicine business after delays in the previous quarter caused by the new ERP system implementation. Offsetting the increase in the Medical segment revenues period over period was a decrease in organic volume by $3.0 million, including reduced revenues from China and Russia orders.
Current wording
Medical segment revenues were $74.1 million for the three months ended September 30, 2024 and $68.8 million for the three months ended September 30, 2023, representing a $5.3 million increase period over period. Revenues increased $5.2 million due to price increases and organic growth and $3.0 million due to the acquisition of the ec 2 business. Offsetting the increase in the Medical segment revenues period over period was $2.2 million reduced revenues from Asia orders.
Previous wording
Income from operations was $5.0 million and loss from operations was $3.1 million for the three months ended June 30, 2024 and 2023, respectively, representing an increase in income from operations of $8.1 million. The increase in income from operations period over period was largely due to $7.4 million of change in the loss on disposal of Rehab in the current year, and a favorable margin product mix of $2.1 million, and the increased revenues noted above including the increase in income from the acquisition of the ec 2 business of $0.4 million. Partially offsetting the increase in income was an increase of restructuring costs by $2.3 million in the current year, with the remainder primarily due to the negative impacts of inflation.
Current wording
Income from operations was $4.0 million and $4.0 million for the three months ended September 30, 2024 and 2023, respectively, representing no increase in income from operations period over period. The consistent income from operations period over period was largely due to a favorable margin product mix of $0.6 million, and the increased revenues noted above including the increase in income from the acquisition of the ec 2 business of $0.3 million. Partially offsetting the increase in income was an increase of restructuring and impairment costs by $1.8 million in the current year, with the remainder primarily due to the negative impacts of inflation.
Previous wording
Technologies segment revenues were $133.9 million for three months ended June 30, 2024 and $129.2 million for the three months ended June 30, 2023, representing an increase of $4.7 million period over period. The increase is primarily driven by increased revenue of $7.8 million due to price increases and organic growth, partially offset by a $2.5 million decrease due to projects execution timing and a $0.8 million decrease due to an unfavorable foreign currency impact.
Current wording
Technologies segment revenues were $132.7 million for three months ended September 30, 2024 and $122.4 million for the three months ended September 30, 2023, representing an increase of $10.3 million period over period. The increase is primarily driven by increased revenue of $11.7 million due to price increases and organic growth, partially offset by a $2.2 million decrease due to projects execution timing.
Previous wording
Income from operations was $18.5 million and $12.8 million for the three months ended June 30, 2024 and 2023, respectively. Income from operations increased $5.7 million period over period driven primarily by the changes in revenues described above, $5.2 million higher net income due to a positive product mix from higher margin projects and products in the current year, and $2.2 million in lower amortization expenses due to fully amortized intangible assets. Partially offsetting the increase in income from operations were increased SG&A expenses of $1.6 million due to increased compensation costs with the remainder primarily due to the negative impacts of inflation.
Current wording
Income from operations was $14.7 million and $5.4 million for the three months ended September 30, 2024 and 2023, respectively. Income from operations increased $9.3 million period over period driven primarily by the changes in revenues described above, $7.2 million higher net income due to a positive product mix from higher margin projects and products in the current year, and $2.1 million in lower amortization expenses due to fully amortized intangible assets. Partially offsetting the increase in income from operations were increased SG&A expenses of $2.8 million due to increased compensation costs and legal fees with the remainder primarily due to the negative impacts of inflation.
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Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
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
Current report — wording carried from elsewhere
In June 2023, the same Russian 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. In September 2024, the Company entered into a settlement agreement with the customer agreeing to refund $4.8 million. The amount is included in Accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheet as of September 30, 2024, and the settlement resulted in an immaterial impact to the unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2024.
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
(Gain) loss on disposal of business