Mirion Technologies, Inc.
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 19, 2026
MIR$17.97+4.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-26.
0001628280-25-008233
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSISCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-19.
0001628280-26-009869
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSISThe 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 248 previous paragraphs and 249 current paragraphs.
146 unchanged; 43 reworded; 57 added; 55 removed; 4 previous and 3 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 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 (57)
Current report
(2)Pre-tax non-operating expenses of $23.0 million for the year ended December 31, 2025, include $15.7 million of mergers and acquisitions costs associated with our acquisitions of Paragon and Certrec; $2.9 million of restructuring and other related costs; $1.9 million of consulting costs related to Nuclear & Safety segment enterprise resource planning implementations which were substantially completed as of December 31, 2025; $1.3 million of one-time consulting fees related to IT services sourcing excellence; and a $1.0 million asset impairment of an equity investment (100% impairment).
Current report
Recent Developments in 2025
Current report
May 2025 Convertible Notes Offering
Current report
On May 23, 2025, the Company completed a private offering of $400.0 million aggregate principal amount of 0.25% Convertible Senior Notes due 2030 (the “2030 Notes”), which included the initial purchasers' exercise in full of their option to purchase additional 2030 Notes. The Notes have a maturity date of June 1, 2030. Refer to discussion included within Liquidity and Capital Resources for more details.
Current report
June 2025 Term Loan Refinancing
Current report
The Company's 2021 Credit Agreement provides for an $830.0 million senior secure first lien term loan facility (initially scheduled to mature in October 2028). On June 5, 2025, the Company utilized funds from the offering of the 2030 Notes completed on May 23, 2025 to repay $244.6 million in outstanding principal and $8.3 million in accrued interest as well as extend the maturity date of the term loan to June 5, 2032. There were no other changes to the terms of the Credit Facilities as a result of the refinancing. The change was accounted for prospectively as a partial debt extinguishment in accordance with ASC 470-50, Debt - Modifications and Extinguishments. Refer to discussion included within Liquidity and Capital Resources for more details.
Current report
On July 31, 2025, Mirion acquired 100% of the equity interest of Certrec for $82.9 million of purchase consideration ($80.6 million net of cash), subject to final closing statement balances. As part of the Nuclear & Safety segment, Certrec is a leading supplier of regulatory compliance and digital integration solutions for the energy industry. Mirion management believes the Certrec business will be pivotal in expanding our offerings in the nuclear power market and further strengthen the development of our digital ecosystem.
Current report
September 2025 Class A Common Stock Offering, September 2025 Convertible Notes Offering, and Agreement to Purchase Paragon Energy Solutions
Current report
On September 30, 2025, the Company completed a public offering of 19,906,322 shares of Mirion's Class A common stock at a public offering price of $21.35 per share, including the underwriters' exercise in full of their option to purchase additional shares. Additionally, on September 30, 2025, the Company completed a private offering of $375.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2031, including the initial purchasers’ exercise in full of their option to purchase additional Notes (the “2031 Notes” and, together with the 2030 Notes, the “Convertible Notes). The Notes have a maturity date of October 1, 2031. The Company used the net proceeds from the Class A common stock offering, together with the net proceeds from the offering of 2031 Notes, to fund the acquisition of all of the outstanding membership interests of WCI-Gigawatt Intermediate Holdco, LLC, as the indirect parent of Paragon Energy Solutions, LLC, for approximately $585.0 million pursuant to the equity purchase agreement signed September 24, 2025. Remaining funds from the offerings will be used for general corporate purposes and working capital. Refer to discussion included within Liquidity and Capital Resourcesfor more details.
Current report
On December 1, 2025, Mirion acquired 100% of the outstanding membership interest of WCI-Gigawatt Intermediate Holdco, LLC, the indirect parent of Paragon Energy Solutions, LLC (“Paragon”) for $588.4 million of gross purchase consideration ($581.3 million, net of cash and net working capital adjustment), subject to final closing statement balances. As part of the Nuclear & Safety segment, Paragon is a leading provider of highly engineered solutions for large-scale nuclear power plants and small modular reactors (SMRs) in the United States. Mirion management believes that Paragon will provide Mirion's nuclear power customers with a more comprehensive suite of product offerings and services to meet their growing needs. Additionally, the addition of Paragon significantly enhances our presence in the U.S. nuclear power market and the developing SMR commercial entrants.
Current report
Net income (loss) was $29.8 million and $(36.6) million for the year ended December 31, 2025 and 2024, respectively. Our Nuclear & Safety segment was responsible for $101.1 million income from operations and $78.9 million income from operations for the years ended December 31, 2025 and 2024, respectively. Our Medical segment contributed $46.9 million income from operations and $22.3 million income from operations for the years ended December 31, 2025 and 2024, respectively. The overall increase in net income is primarily driven by increased revenues in both Nuclear & Safety and Medical segments, decreased interest expense, a $17.4 million unrealized foreign currency gain as a result of fluctuations in the exchange rate between the US Dollar and the Euro in the current period, decreased amortization of intangible assets, and a $5.3 million decrease in the loss from fair value of warrant liabilities in the prior year that no longer impacts the current year. Partially offsetting these items were increased mergers and acquisition expenses, increased compensation costs in the current year, a $5.8 million loss on debt extinguishment in the current period, and increased depreciation expense.
Current report
Revenues were $925.4 million for the year ended December 31, 2025 and $860.8 million for the year ended December 31, 2024, which represents a $64.6 million increase period over period.
Current report
Nuclear & Safety segment revenues increased $53.5 million for the year ended December 31, 2025 compared with the year ended December 31, 2024 primarily due to current period acquisitions, foreign exchange fluctuations, organic volume growth, and price increases.
Current report
Medical segment revenues increased $11.1 million for the year ended December 31, 2025 compared with the year ended December 31, 2024 primarily due to price increases, recovery from operational delays in the comparable prior period, foreign exchange fluctuations, and organic volume growth.
Current report
Cost of revenues was $486.8 million for the year ended December 31, 2025 and $461.1 million for the year ended December 31, 2024, which represents a $25.7 million increase period over period.
Current report
Cost of revenues related to the Nuclear & Safety segment increased $28.5 million period over period. The increase was primarily driven by increased costs of material and labor of $7.4 million, foreign exchange impacts of $7.3 million, costs related to current period acquisitions of $6.2 million, domestic volume growth of $4.7 million, and increased depreciation of $2.9 million.
Current report
Cost of revenues related to the Medical segment decreased $2.8 million period over period primarily due to favorable margins as a result of product mix in the current period, partially offset by inflationary impacts.
Current report
Our Nuclear & Safety segment incurred higher SG&A expenses of $0.5 million for the year ended December 31, 2025 compared to the previous period. The increase was primarily driven by current period costs associated with mergers and acquisition as well as higher compensation costs in the current year, partially offset by decreased amortization expense resulting from fully amortized intangible assets.
Current report
Our Medical segment incurred lower SG&A expenses of $10.7 million for the year ended December 31, 2025 compared to the previous period. The decrease was primarily driven by lower amortization expense related to intangible assets.
Current report
Corporate SG&A expenses were $88.1 million for the year ended December 31, 2025 and $70.8 million for the year ended December 31, 2024. The higher SG&A expenses of $17.3 million were driven by current period expenses associated with mergers and acquisitions and increased compensation costs, partially offset by decreased stock-based compensation expense and general corporate spend.
Current report
Interest expense, net, was $30.1 million for the year ended December 31, 2025 and $51.3 million for the year ended December 31, 2024. The decrease in interest expense was attributable to decreased interest rates from the prior period, the $244.6 million decrease in the term loan balance as a result of the debt refinancing during the year ended December 31, 2025, the 0.25% interest rate negotiated on the $400.0 million offering of Convertible Senior Notes due 2030 completed during the year ended December 31, 2025, and additional interest earned on cash deposits in the current period. For more information, see Note 8, Borrowings, Note 9, Convertible Debt, and Note 19, Derivatives and Hedging, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Current report
Loss on debt extinguishment
Current report
Loss on debt extinguishment was $5.8 million for the year ended December 31, 2025, related to the refinancing of the term loan completed on June 5, 2025. See discussion in "Recent Developments - Term Loan Refinancing" for further details.
Current report
Nuclear & Safety segment revenues were $614.6 million for year ended December 31, 2025 and $561.1 million for the year ended December 31, 2024, representing an increase of $53.5 million. The increase is primarily driven by $15.1 million in revenue from current year acquisitions, positive foreign exchange fluctuations of $13.9 million, $13.3 million in organic volume growth primarily from the Nuclear Power end market, and $11.2 million of price increases.
Current report
Income from operations was $101.1 million for the year ended December 31, 2025 and $78.9 million for the year ended December 31, 2024. Income from operations increased $22.2 million period over period driven primarily by the changes in revenues described above and $11.7 million in lower amortization expenses due to fully amortized intangible assets. Partially offsetting the increases in income from operations were the operating costs from the current year mergers and acquisitions of $10.6 million and increased stock compensation costs of $2.6 million.
Current report
Medical segment revenues were $310.8 million for the year ended December 31, 2025 and $299.7 million for the year ended December 31, 2024, which is an increase of $11.1 million. Revenues increased due to $6.0 million of price increases, $2.7 million of revenue recoveries from operational delays in the comparable prior period, $1.4 million of foreign exchange fluctuations, and $1.0 million in organic volume growth. Organic volume growth is down from the prior year as a result of softer demand within the cancer care end-market in certain geographies.
Current report
Income from operations was $46.9 million for the year ended December 31, 2025 and loss from operations was $22.3 million for the year ended December 31, 2024, respectively, representing an increase in income from operations of $24.6 million. The increase in income from operations period over period was largely due to the increased revenues noted previously, improved margin mix, a reduction in amortization expense of $7.3 million, lower restructuring and related impairment costs of $3.4 million, and lower compensation costs of $1.6 million.
Current report
Corporate and other costs were $96.5 million for the year ended December 31, 2025 and $76.4 million for the year ended December 31, 2024, which represents an increase in loss from operations of $20.1 million. The increase versus the comparable period was predominantly driven by one-time mergers and acquisition advisor expenses of $15.7 million and increased compensation costs of $6.2 million, partially offset by decreased stock compensation costs of $1.7 million (predominantly from lower incentive compensation) and other general corporate expenses.
Current report
On June 5, 2025, the Company entered into Amendment No. 5 to the 2021 Credit Agreement ("Amendment No. 5"). Under Amendment No. 5, the Company utilized funds from the private offering of Convertible Senior Notes due 2030 completed on May 23, 2025 (see Note 9, Convertible Debt) to repay $244.6 million in outstanding principal and $8.3 million in accrued interest as well as to extend the maturity date of the term loan to June 5, 2032 (collectively, the "June 2025 Refinancing"). The June 2025 Refinancing was accounted for as a partial extinguishment and partial modification of the term loan debt. The Company accounted for $244.6 million of the term loan principal as an extinguishment of debt; the remaining $450.0 million of principal was accounted for as a modification to the extent the principal holdings at the syndicated lender level remained unchanged. As a result, the Company recorded a loss on partial debt extinguishment of $5.8 million within the Consolidated Statement of Operations for the period ended December 31, 2025 attributed to the derecognition of a proportionate amount of unamortized deferred financing costs.
Current report
Revolving Line of Credit - The revolving line of credit arrangement initially had a five year term (expiring October 2026) and bore interest at the greater of LIBOR (through June 30, 2023) / SOFR (subsequent to June 2023) or 0%, plus 2.25%. The terms of the revolving line of credit were amended on March 21, 2025, through Amendment No. 4 to the 2021 Credit Agreement ("Amendment No. 4"). Under Amendment No. 4, revolving credit commitments from lenders increased from $90.0 million to $175.0 million, and the maturity date extended to March 21, 2030, subject to a "springing" maturity date that is 91 days prior to the maturity date of the outstanding term loan under the 2021 Credit Agreement (but only to the extent the outstanding principal amount of the term loan exceeds $100.0 million on the date of determination, and a final statement maturity date that is early than 91 days after March 21, 2030).
Current report
Convertible Senior Notes due 2030
Current report
On May 23, 2025, the Company completed a private offering of$400.0 million in aggregate principal amount of 0.25% Convertible Senior Notes due 2030, including the initial purchasers’ exercise in full oftheir option to purchase additional Notes (the“2030 Notes”). The 2030 Notes were issued pursuant to an indenture, dated May 23, 2025 (the“May
Current report
Indenture”). The May Indenture includes customary covenants and sets forth certain events of default after which the 2030 Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the outstanding principal and accrued interest of the 2030 Notes becomes automatically due and payable.
Current report
The 2030 Notes will mature on June 1, 2030, unless earlier converted, redeemed or repurchased. The 2030 Notes will bear interest from May 23, 2025 at a rate of 0.25% per year payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2025. The 2030 Notes will be convertible at the option of the holders in certain circumstances discussed below. The 2030 Notes will be convertible into cash, shares of Mirion’s Class A common stock or a combination of cash and shares of Mirion’s Class A common stock, at the Company’s election.
Current report
The initial conversion rate is 43.2751 shares of Mirion’s Class A common stock per $1,000 principal amount of 2030 Notes, which is equivalent to an initial conversion price of approximately $23.11 per share of Mirion's Class A common stock. The initial conversion price of the 2030 Notes represents a conversion premium of 32.5% to the last reported sale price of Mirion’s Class A common stock of $17.44 per share on May 20, 2025. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the May Indenture.
Current report
The Company may not redeem the 2030 Notes prior to June 6, 2028. The Company may redeem for cash 100% of the principal amount of the 2030 Notes being redeemed plus accrued and unpaid interest or any portion of the 2030 Notes, at its option, on or after June 6, 2028, but only if a certain liquidity condition has been satisfied and the last reported sale price of Mirion's Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. If the Company redeems less than all of the outstanding 2030 Notes, at least $100.0 aggregate principal amount of the 2030 Notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant redemption notice.
Current report
If the Company undergoes a fundamental change at any point, as defined in the May Indenture, then subject to certain conditions and limited exceptions, holders may require the Company to repurchase for cash all or any portion of their 2030 Notes in principal amounts of $1,000 or an integral multiple thereof at a repurchase price equal to 100% of the principal amount of the 2030 Notes to be repurchased plus accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate for holders who elect to convert their 2030 Notes in connection with such a corporate event. The conditions allowing holders of the 2030 Notes to convert were not met during the year ended December 31, 2025.
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Removed paragraphs (55)
Previous report
(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.
Previous report
(5)Pre-tax non-operating expenses of $30.7 million for the year ended December 31, 2022, include $9.9 million in costs for one time set-up and integration for operational initiatives, $8.0 million related to incremental one-time costs associated with becoming a public company, $6.0 million of restructuring costs, $3.8 million related to mergers and acquisition expenses, and $3.0 million of information technology system set-up costs to support public company requirements.
Previous report
In April 2023, one of our Russian customers made a claim against the Company, including liquidated damages for certain delays under the terms of an active project, in the amount of $19.3 million, and sent an updated claim statement in October 2023 totaling $21 million ($18 million of which accrue daily penalties), subject to a $14 million contractual cap (all amounts converted from Euros to U.S. Dollars). In November 2024, the Company reached an agreement to modify the underlying contract and the claim was rescinded by the customer. The modification was accounted for under ASC 606 Revenue Recognition which resulted in an immaterial impact to the Consolidated Statement of Operations for the fiscal year ended December 31, 2024.
Previous report
In June 2023, the same Russian customer made a demand against the Company for the return of all payments received by the Company (totaling $10.2 million) related to a Finland nuclear power plant project cancelled in May 2022. In September 2024, the Company entered into a settlement agreement with the customer agreeing to refund €4.4 million to the customer. The amount is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheet as of December 31, 2024, and the settlement resulted in an immaterial impact to the Consolidated Statement of Operations for the twelve months ended December 31, 2024.
Previous report
Global interest rates remained elevated during 2024 after the series of U.S. federal funds interest rate increases that have occurred since late 2022, with slight decreases since late 2023. The Company's 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility (maturing in October 2028) and a $90.0 million senior secured revolving facility (expiring and maturing in October 2026) (collectively, the “Credit Facilities”).
Previous report
In response to the current interest rate environment, the Company refinanced the Credit Facilities on May 22, 2024 and reduced the term loan facility applicable margin rate to the greater of the Secured Overnight Financing Rate ("SOFR") or 0.50% plus 2.25% (previously 2.75% prior to the refinancing) and reduced the credit spread based upon rate term to 0%. There were no other changes to the terms of the Credit Facilities as a result of the refinancing. The change was accounted for prospectively as a debt modification in accordance with ASC 470-50, Debt—Modifications and Extinguishments.
Previous report
The interest rate for the term loan was 6.85% and 8.40% as of December 31, 2024 and December 31, 2023, respectively.
Previous report
On April 3, 2023, the Company closed the sale of the Biodex Rehabilitation ("Rehab") business to Salona Global Medical Device Corporation ("Salona"). As a result, Rehab operating results are included in Mirion's operating results for the three months ended March 31, 2023.
Previous report
Subsequent to the closing and during the fiscal year ended December 31, 2023, significant events occurred that negatively impacted the Company's ability to collect the remaining $7.0 million of cash payments owed for the sale, including disclosure by Salona that substantial doubt existed as to its ability to continue as a going concern. The Company elected to apply ASC 450 Contingencies to determine the loss on the business disposal since remaining payments were contingent on Salona's financial situation. As a result a loss on sale of business of $6.5 million was recorded in the Consolidated Statement of Operations during the year ended December 31, 2023.
Previous report
During the fiscal year ended December 31, 2024, Salona paid $1.2 million of the amount owed for the sale, and accordingly the Company recorded the payment as a reversal of the contingent loss in the Consolidated Statements of
Previous report
Operations. Doubt still exists regarding Salona's ability to pay the remaining amounts owed, and the Company will continue to monitor the situation.
Previous report
ec 2 Software Solutions LLC and NUMA LLC Acquisition
Previous report
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 full twelve months ended December 31, 2024, but are only included for the final two months in fiscal year 2023.
Previous report
Public and Private Warrants Redemptions
Previous report
On April 18, 2024, the Company announced that it would redeem all Public Warrants that remained outstanding at 5:00 pm New York City time on Monday, May 20, 2024 (the "Redemption Date"). Holders had the option to exercise their warrants and receive the Company's Class A common stock (i) in exchange for a payment in cash of the $11.50 per warrant exercise price, or (ii) on a “cashless” basis in which the exercising holder received a number of shares of the Company's Class A common stock determined under the warrant agreement based on the redemption date and the redemption fair market value. The “fair market value” was based on the average last price per share of the Company's Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the Notice of Redemption was sent. Substantially all holders elected a cashless exercise in their redemption elections. In addition, on June 4, 2024, the Company entered into a warrant exchange agreement with GS Sponsor II LLC to issue an aggregate of 1,768,000 shares of the Company’s Class A common stock upon the exchange of 8,500,000 Private Placement Warrants.
Previous report
As a result of the change in the fair value of the warrant liabilities through the Redemption Date, the Company recorded a $5.3 million loss resulting from the change in fair value of warrant liabilities through the date of exercise, exchange, or redemption within the Consolidated Statement of Operations. Additionally, the exercises of the Public Warrants and the exchange of the Private Placement Warrants resulted in $42.3 million and $18.3 million increases, respectively, to additional paid-in capital during the fiscal year ended December 31, 2024.
Previous report
On June 17, 2021, the former sponsor of GS Acquisition Holdings Corp II, with which the Company consummated its business combination on October 21, 2021, issued 4,200,000 Profits Interests to Lawrence Kingsley, the current Chairman of the Board of Directors of the Company, 3,200,000 Profits Interests to Thomas Logan, the Chief Executive Officer of Mirion, and 700,000 Profits Interests to Brian Schopfer, the Chief Financial Officer of Mirion. The membership interests were effectively paired one-for-one with restricted shares of our Class A common stock held by the sponsor.
Previous report
We recognized the grant of the restricted membership interests as stock-based compensation expenses on a straight-line basis over the related service period of which the majority of the interests vested over a two-year period ended October 2023. During the fourth quarter of the fiscal year ended December 31, 2024, the membership interests became fully vested and were settled in full for shares of our Class A common stock. Stock-based compensation expense for such membership interests for the fiscal year ended December 31, 2024 was $2.9 million as compared to $13.3 million for the fiscal year ended December 31, 2023.
Previous report
In the fiscal year ended December 31, 2024, management announced that it would close its Middleton, Wisconsin office and move operations to our Virginia facility within the Medical segment in an effort to simplify product lines and cease the production of the lasers product line. As a result of the announcement, the Company recorded $1.1 million in severance costs and $3.4 million of losses for the impairment of the facility's right-of-use asset and related leasehold improvements and write-off of inventories (included as part of our restructuring charges, see Note 20, Restructuring and Related Impairments, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K).
Previous report
To the extent governments in various regions implement or intensify barriers to trade, such as erecting tariffs or other barriers, there could be a significant future negative impact on the Company. We are continuing to assess the full implications of the U.S. government's February 1, 2025 tariffs on imports from China, and the potential for other new tariffs, including with respect to Canada, Mexico and Europe. The impacts of any such tariffs on us depend on a number of factors including the scope and timing, how our suppliers react, possible substitution effects and other possible secondary effects (e.g. foreign exchange rates; price inflation), and accordingly cannot be estimated at this time.
Previous report
Net loss was $98.7 million and $288.4 million for the year ended December 31, 2023 and 2022, respectively. Our Medical segment contributed $13.0 million income from operations and $98.9 million loss from operations for the year ended December 31, 2023 and 2022, respectively. Our Nuclear & Safety segment was responsible for $46.0 million income from operations and $103.1 million loss from operations for the year ended December 31, 2023 and 2022, respectively. The overall decrease in net loss is primarily driven by increased revenues in both Medical and Nuclear & Safety segments, decreased amortization expense in the current year due to fully amortized intangibles and certain intangibles amortizing using the double declining balance method, lower selling, general and administrative costs associated with reduced stock-based compensation expense, lower professional services fees associated with becoming a public company in the prior year and lower costs to achieve operational efficiencies, and $87.3 million and $124.5 million goodwill impairment charges in the Medical and Nuclear & Safety segment, respectively, during the year ended December 31, 2022.
Previous report
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.
Previous report
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.
Previous report
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).
Previous report
Nuclear & Safety segment revenues increased period over period primarily due to price increases, organic volume growth driven by Nuclear and Labs & Research, the positive impact from foreign currency exchange rate fluctuations, and the impact of the SIS acquisition. See “Business segments” below for more information on our business segments.
Previous report
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.
Previous report
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.
Previous report
Cost of revenues related to the Nuclear & Safety segment increased $40.1 million period over period. The increase was primarily driven by an increase in operations and revenues over the same period, increased costs related to the SIS business acquired in August 2022, an unfavorable foreign currency impact, increased costs from supply chain issues, and inflation. Partially offsetting the increase in cost of revenues was an improved product margin mix and delays due to the Russia-Ukraine conflict. In addition, cost of revenues for the year ended December 31, 2022 includes costs from purchase accounting related to the fair value of inventory from the Business Combination that were not applicable during the year ended December 31, 2023.
Previous report
Our Medical segment incurred lower SG&A expenses of $7.6 million for the year ended December 31, 2023 compared to the previous period. The decreases were primarily due to the impact of the decreased amortization expense resulting from intangible assets acquired in the Business Combination that were fully amortized by the fourth quarter of 2022 and other intangibles from the Business Combination that were amortized using the double declining balance method and lower SG&A expenses related to the Rehab business that was disposed in the year ended December 31, 2023. Additionally, SG&A for the year ended December 31, 2022 includes a full impairment of an equity investment. Partially offsetting the decreases was the impact of higher bad debt expense and inflation. Our Nuclear & Safety segment incurred higher SG&A expenses of $5.2 million for the year ended December 31, 2023 compared to the previous period. The increase was primarily driven by inflation, foreign currency impacts, and higher SG&A associated with the acquired SIS business, partially offset by decreased amortization expense resulting from certain intangible assets acquired in the Business Combination that were amortized using the double declining balance method.
Previous report
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.
Previous report
Goodwill impairment charges were $211.8 million for the year ended December 31, 2022. In the second quarter of the year ended December 31, 2022, the Company concluded that a triggering event had occurred in the RMS reporting unit of the Industrial segment as a result of the Russia-Ukraine conflict during the year. Based on the quantitative test for the RMS reporting unit, the Company determined that the carrying value exceeded the fair value. As such, the Industrial segment recognized its best estimate of a non-cash impairment loss in the amount of $55.2 million (see Note 7, Goodwill and Intangible Assets, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K).
Previous report
In the fourth quarter of the year ended December 31, 2022, the Company performed its annual impairment test for all reporting units. The results of the analysis indicated that carrying values of the DMD EA (Industrial segment) and DSD (Medical segment) reporting units were in excess of their respective fair values. Therefore, the Company recorded non-cash impairment losses of $69.3 million and $87.3 million for the DMD EA and DSD reporting units, respectively, in the caption Goodwill impairment in our Consolidated Statements of Operations (see Note 7, Goodwill and Intangible Assets, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K).
Previous report
Impairment loss on business held for sale
Previous report
Impairment loss on business held for sale was $3.5 million for the year ended December 31, 2022. In November 2022, the Company reached a preliminary agreement to sell the Rehab business to Salona Global Medical Device Corporation ("Salona") for a purchase price of $8.0 million. As of December 31, 2022, the Company classified the assets and liabilities of Rehab as held for sale, and recorded an impairment loss of $3.5 million during the year ended December 31, 2022 representing the difference between fair value less cost to sell and carrying value.
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Reworded paragraphs (43)
Previous wording
We are a global provider of products, services, and software that allow our customers to safely leverage the power of ionizing radiation for the greater good of humanity through critical applications in the medical, nuclear and defense markets, as well as laboratories, scientific research, analysis, and space exploration.
Current wording
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 nuclear, medical and defense markets, as well as laboratories, scientific research, analysis, and space exploration.
Previous wording
We provide dosimetry solutions for monitoring the total amount of radiation medical staff members are exposed to over time, radiation therapy quality assurance solutions for calibrating and verifying imaging and treatment accuracy, and radionuclide therapy products for nuclear medicine applications such as product handling, medical imaging furniture, and rehabilitation products. We provide robust, field-ready personal radiation detection and identification equipment for defense applications and radiation detection and analysis tools for power plants, labs, and research applications. Nuclear power plant product offerings are used for the full nuclear power plant lifecycle including core detectors, essential measurement devices and security systems for new build, maintenance, decontamination and decommission, and equipment for monitoring and control during fuel dismantling and remote environmental monitoring.
Current wording
Nuclear power plant product offerings are used for the full nuclear power plant lifecycle including core detectors, essential measurement devices and security systems for new build, maintenance, decontamination and decommission, and equipment for monitoring and control during fuel dismantling and remote environmental monitoring. We provide dosimetry solutions for monitoring the total amount of radiation medical staff members are exposed to over time, radiation therapy quality assurance solutions for calibrating and verifying imaging and treatment accuracy, and radionuclide therapy products for nuclear medicine applications such as product handling, medical imaging furniture, and rehabilitation products. We provide robust, field-ready personal radiation detection and identification equipment for defense applications and radiation detection and analysis tools for power plants, labs, and research applications.
Previous wording
We manage and report results of operations in two business segments: Medical and Nuclear & Safety.
Current wording
We manage and report results of operations in two business segments: Nuclear & Safety and Medical.
Previous wording
•Our revenues were $860.8 million for the year ended December 31, 2024, of which 34.8% and 65.2% were generated in the Medical segment and the Nuclear & Safety segment, respectively. Revenues were $800.9 million for the year ended December 31, 2023, of which 35.5% and 64.5% were generated in the Medical segment and the Nuclear & Safety segment, respectively. Revenues were $717.8 million for the year ended December 31, 2022, of which 37.9% and 62.1% were generated in the Medical segment and the Nuclear & Safety segment, respectively.
Current wording
•Our revenues were $925.4 million for the year ended December 31, 2025, of which 66.4% and 33.6% were generated in the Nuclear & Safety segment and the Medical segment, respectively. Revenues were $860.8 million for the year ended December 31, 2024, of which 65.2% and 34.8% were generated in the Nuclear & Safety and the Medical segment, respectively. Revenues were $800.9 million for the year ended December 31, 2023, of which 64.5% and 35.5% were generated in the Nuclear & Safety segment and the Medical segment, respectively.
Previous wording
•Remaining performance obligations (representing committed but undelivered contracts and purchase orders) was $811.9 million and $857.1 million as of December 31, 2024, and December 31, 2023, respectively.
Current wording
•Remaining performance obligations (representing committed but undelivered contracts and purchase orders) were $1,104.3 million and $811.9 million as of December 31, 2025, and December 31, 2024, respectively.
Previous wording
•Nuclear end market trends—Growth and operating results in our Nuclear & Safety segment are impacted by:
Current wording
•Nuclear power end market trends—Growth and operating results in our Nuclear & Safety segment are impacted by:
Previous wording
•Our products are installed at the vast majority of addressable active nuclear power reactors globally, creating full lifecycle sales opportunities. This installed base drives recurring revenue through replacement and service cycles associated with our offerings and the typical 40 to 80 year operating life cycle of an NPP;
Current wording
•Our products are installed at the vast majority of addressable active nuclear power reactors globally, creating full lifecycle sales opportunities. This installed base drives recurring revenue through replacement and service cycles associated with our offerings and the typical 40 to 100 year operating life cycle of an NPP;
Previous wording
•International Conflicts such as the Russia-Ukraine conflict and conflict in the Middle East—International conflicts such as the Russia-Ukraine conflict which has impacted and may continue to impact us, and conflict in the Middle East which may impact us in the future including through increased inflation, limited availability of certain commodities, supply chain disruption, disruptions to our global technology infrastructure, including cyberattacks, increased terrorist activities, volatility or disruption in the capital markets, and delays or cancellations of customer projects.
Current wording
•Geopolitical and Trade Conditions—Geopolitical and trade conditions, including related to matters affecting Russia, the relationships between the United States and China, and conflict in the Middle East and risks related to tariffs and global trade relations, export controls and other trade barriers have impacted and may continue to impact us, 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.
Previous wording
•Tariffs or Sanctions—The United States imposed additional tariffs on imports from China and proposed new tariffs on other countries, which has resulted or may result in retaliatory tariffs and restrictions implemented by China and other countries. There are, at any given time, a multitude of ongoing or threatened armed conflicts around the world. As one example, sanctions by the United States, the European Union, and other countries against Russian entities or individuals related to the Russia-Ukraine conflict, along with any Russian retaliatory measures could increase our costs, adversely affect our operations, or impact our ability to meet existing contractual obligations.
Current wording
•Sanctions—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 out operations, or impact our ability to meet existing contractual obligations.
Previous wording
•Global risk, including tariffs—Our business depends in part on operations and sales outside the United States. Risks related to those international operations and sales include new foreign investment laws, new export/import regulations, and additional trade restrictions (such as tariffs, sanctions, and embargoes). New laws that favor local competitors could prevent our ability to compete outside the United States. Additional potential issues are associated with the impact of these same risks on our suppliers and customers. If our customers or suppliers are impacted by these risk factors, we may see the reduction or cancellation of customer orders, or interruptions in raw materials and components.
Current wording
•Global risk, including tariffs—Our business depends in part on operations and sales outside the United States. Risks related to those international operations and sales include new foreign investment laws, new export/import regulations, global trade relations and additional trade restrictions (such as tariffs, sanctions, and embargoes). New laws that favor local competitors could prevent our ability to compete outside the United States. Additional potential issues are associated with the impact of these same risks on our suppliers and customers. If our customers or suppliers are impacted by these risk factors, we may see the reduction or cancellation of customer orders, or interruptions in raw materials and components.
Previous wording
•The OECD (Organisation for Economic Co-operation and Development) has proposed a global minimum tax of 15% of reported profits (Pillar Two) for multinational enterprises with annual global revenues exceeding €750 million. Pillar Two has been agreed upon in principle by over 140 countries. Many countries have taken steps to enact Pillar Two legislation which we anticipate will be effective for the Company for the year ended December 31, 2025. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar Two slightly differently than the model rules and on different timelines. While we are still evaluating the potential consequences in each country, we expect the impact to be immaterial.
Current wording
•The OECD (Organization for Economic Co-operation and Development) has proposed a global minimum tax of 15% of reported profits (Pillar Two) and many countries have incorporated Pillar Two model rule concepts into their domestic laws. Pillar Two legislation is effective for the Company for the year ended December 31, 2025. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar Two slightly differently than the model rules and on different timelines. While we expect the impact to be immaterial, Pillar Two could impact our cash taxes paid and effective tax rate.
Previous wording
We use the non-GAAP financial measures “EBITDA,” “EBITA,” and “Adjusted EBITDA." "Adjusted EBITDA" is used in the calculation of the First Lien Net Leverage Ratio in the 2021 Credit Agreement described in Note 8 Borrowings. See the “Quarterly Results of Operations” sections below for definitions of our non-GAAP financial measures and reconciliation to their most directly comparable GAAP measures. Tax impacts for the non-GAAP financial measures are calculated based on the appropriate tax rate for each individual item presented.
Current wording
We use the non-GAAP financial measures “EBITA,” “EBITDA,” and “Adjusted EBITDA.” “Adjusted EBITDA" is used in the calculation of the First Lien Net Leverage Ratio in the 2021 Credit Agreement described in Note 8, Borrowings. See the “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.
Previous wording
The following tables present a reconciliation of certain non-GAAP financial measures for the years ended December 31, 2024, December 31, 2023, and December 31, 2022.
Current wording
The following table presents a reconciliation of certain non-GAAP financial measures for the years ended December 31, 2025, December 31, 2024, and December 31, 2023.
Previous wording
(2)Non-operating expenses relate to costs that are nonrecurring in nature in our operations and are further described below.
Current wording
(1)Non-operating expenses relate to costs that are nonrecurring in nature in our operations and are further described below.
Previous wording
(3)Pre-tax non-operating expenses of $12.7 million for the year ended December 31, 2024, include $5.5 million of restructuring related costs primarily from the closure of our Middleton, WI facility, $4.1 million in costs for one time set-up and integration for operational initiatives of which $3.6 million related to one-time set-up fees of our global procurement office, $2.4 million of information technology system set-up costs for our Radiation Therapy and Nuclear Medicine divisions which was substantially completed as of December 31, 2024, and $1.9 million related to mergers and acquisition expenses of which $1.4 million was for a one-time employee retention. Offsetting these items was a $1.2 million gain on the disposal of Rehab business.
Current wording
(3)Pre-tax non-operating expenses of $12.7 million for the year ended December 31, 2024, include $5.5 million of restructuring related costs primarily from the closure of our Middleton, WI facility, $4.1 million in costs for one time set-up and integration for operational initiatives of which $3.6 million related to one-time set-up fees of our global procurement office, $2.4 million of information technology system set-up costs for our Radiation Therapy and Nuclear Medicine divisions which was substantially completed as of December 31, 2024, and $1.9 million related to mergers and acquisition expenses of which $1.4 million was for a one-time employee retention. Offsetting these items was a $1.2 million gain on the disposals of Rehab business.
Previous wording
The following tables present a reconciliation of non-GAAP Adjusted EBITDA by segment for the years ended December 31, 2024, December 31, 2023, and December 31, 2022.
Current wording
The following tables present reconciliations of non-GAAP Adjusted EBITDA by segment for the years ended December 31, 2025, December 31, 2024, and December 31, 2023.
Previous wording
We manage and report our business in two business segments: Medical and Nuclear & Safety.
Current wording
We manage and report our business in two business segments: Nuclear & Safety and Medical.
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 Nuclear & Safety segment. As of December 31, 2024, the Company has approximately $7.1 million in net contract assets and accounts receivable for Russian customers and channel partners. The Company maintains $12.9 million in advance payment guarantees and $13.0 million in performance guarantees in support of these projects. The remaining performance obligations in our backlog for Russian-related projects was approximately $115.5 million at December 31, 2024.
Current 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 Nuclear & Safety segment. As of December 31, 2025, the Company has approximately $15.8 million in net contract assets and accounts receivable for Russian customers and channel partners. The Company maintains $3.2 million in advance payment guarantees and $9.8 million in performance guarantees in support of these projects. The remaining performance obligations in our backlog for Russian-related projects were approximately $103.2 million at December 31, 2025. While we have not experienced significant impacts to our business results from these sanctions, the Company will continue to monitor the social, political, regulatory and economic environment in Ukraine and Russia, and will consider actions as appropriate.
Previous wording
Revenues for the year ended December 31, 2023 were $800.9 million resulting in an increase of $83.1 million, or 11.6%, from the prior year. Our Medical segment contributed $284.5 million and $271.7 million of revenues for the year ended December 31, 2023 and 2022, respectively. Our Nuclear & Safety segment contributed $516.4 million and $446.1 million of revenues for the year ended December 31, 2023 and 2022, respectively. Gross profit was $356.4 million and $310.1 million for the year ended December 31, 2023 and 2022, respectively, resulting in a $46.3 million increase from the prior year.
Current wording
Revenues for the year ended December 31, 2025 were $925.4 million, an increase of $64.6 million, or 7.5%, from the prior year. Our Nuclear & Safety segment contributed $614.6 million and $561.1 million of revenues for the years ended December 31, 2025 and 2024, respectively. Our Medical segment contributed $310.8 million and $299.7 million of revenues for the years ended December 31, 2025 and 2024, respectively. Gross profit was $438.6 million and $399.7 million for the years ended December 31, 2025 and 2024, respectively, resulting in a $38.9 million increase from the prior year.
Previous wording
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.
Current wording
Selling, general and administrative (“SG&A”) expenses were $348.2 million for the year ended December 31, 2025 and $341.1 million for the year ended December 31, 2024, resulting in an increase of $7.1 million.
Previous wording
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 ec 2 acquisition in the amount of $1.7 million in the Medical segment for the year ended December 31, 2023, partly offset by R&D spend decreases in both the Medical and Nuclear & Safety segments.
Current wording
Research and development (“R&D”) expenses were $38.9 million for the year ended December 31, 2025 and $35.0 million for the year ended December 31, 2024, resulting in an increase of $3.9 million. The increase in R&D expense was primarily due to increased compensation costs and deprecation expense for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Previous wording
Loss from operations were $21.9 million and $297.8 million for the year ended December 31, 2023 and 2022, respectively, representing a decrease of $275.9 million. On a segment basis, income from operations in the Medical segment for the year ended December 31, 2023 was $13.0 million and loss from operations for the year ended December 31, 2022 was $98.9 million, representing an increase of $111.9 million. Income from operations in the Nuclear & Safety segment for the year ended December 31, 2023 was $46.0 million and loss from operations for the year ended December 31, 2022 was $103.1 million, representing an increase of $149.1 million. Corporate expenses were $80.9 million and $95.8 million for the year ended December 31, 2023 and 2022, respectively, representing a decrease in loss from operations of $14.9 million. See “Business segments” and “Corporate and other” below for further details.
Current wording
Income from operations was $51.5 million and $24.8 million for the year ended December 31, 2025 and 2024, respectively, representing an increase of $26.7 million. On a segment basis, income from operations in the Nuclear & Safety segment was $101.1 million and $78.9 million for the year ended December 31, 2025 and 2024, respectively, representing an increase of $22.2 million. Income from operations in the Medical segment was $46.9 million and $22.3 million for the year ended December 31, 2025 and 2024, respectively, representing an increase of $24.6 million. Corporate expenses were $96.5 million and $76.4 million for the year ended December 31, 2025 and 2024, respectively, representing an increase in loss from operations of $20.1 million. See “Business segments” and “Corporate and other” below for further details.
Previous wording
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.
Current wording
We recorded a gain of $17.4 million for the year ended December 31, 2025 and a loss of $2.2 million for the year ended December 31, 2024 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 and the related impact on our intercompany loans.
Previous wording
We recognized an unrealized loss of $24.8 million for the year ended December 31, 2023 and an unrealized gain of $37.6 million for the year ended December 31, 2022, which resulted in an increased loss of $62.4 million. The increased loss was due to an increase in the fair value of the Public Warrant and Private Placement Warrant liabilities during the year ended December 31, 2023. See Note 17, Fair Value Measurements, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Current wording
We recognized a loss of $5.3 million for the year ended December 31, 2024. During the year ended December 31, 2024, we settled the Public Warrant and Private Placement Warrant liabilities in conjunction with the Public Warrant redemption and the Private Placement Warrant exchange. See Note 1, Nature of Business and Summary of Significant Accounting Policies, and Note 17, Fair Value Measurements, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Previous wording
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.
Current wording
The effective income tax rate was 8.9% and (7.9)% for the year ended December 31, 2025 and December 31, 2024, respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings and valuation allowances.
Previous wording
The following provides detail for business segment results for the nine months ended December 31, 2024 and 2023. Segment (loss) income from operations includes revenues of the segment less expenses that are directly related to those revenues but excludes certain charges to cost of revenues and SG&A expenses predominantly related to corporate costs, which are included in Corporate and Other in the table below. Interest expense, loss on debt extinguishment, foreign currency loss (gain), net, and other income, net, are not allocated to segments.
Current wording
The following provides detail for business segment results for the year ended December 31, 2025 and 2024. 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, which are included in Corporate and Other in the table below. Interest expense, loss on debt extinguishment, foreign currency loss (gain), net, and other income, net, are not allocated to segments.
Previous wording
Corporate SG&A expenses were $70.8 million for the year ended December 31, 2024 and $70.1 million for the year ended December 31, 2023. The lower SG&A expenses of $0.7 million were driven by a decrease in stock-based compensation expense under the 2021 Omnibus Incentive Plan and Profit Interests (see Note 15, Stock-Based Compensation, to the Consolidated Financial Statements included elsewhere this Annual Report on Form 10-K) and lower costs for mergers and acquisitions, partially offset by increased compensation costs, higher costs associated with information technology systems implementations and additional professional services associated with our global procurement office establishment.
Current wording
Corporate SG&A expenses were $70.8 million for the year ended December 31, 2024 and $70.1 million for the year ended December 31, 2023. The higher SG&A expenses of $0.7 million were driven by a decrease in stock-based compensation expense under the 2021 Omnibus Incentive Plan and Profit Interests (see Note 15, Stock-Based Compensation, to the Consolidated Financial Statements included elsewhere this Annual Report on Form 10-K) and lower costs for mergers and acquisitions, partially offset by increased compensation costs, higher costs associated with information technology systems implementations and additional professional services associated with our global procurement office establishment.
Previous wording
(Gain) loss on disposal of business were $(1.2) million and $6.5 million for the year ended December 31, 2024 and 2023, respectively, related to the sale of the Rehab business. See discussion in "Recent Developments—Biodex Rehab Sale"for further details.
Current wording
(Gain) loss on disposal of business were $(1.2) million and $6.5 million for the year ended December 31, 2024 and 2023, respectively, related to the sale of the Rehab business. For more information, see Note 2, Business Combinations, Acquisitions, and Business Disposals, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Previous wording
Income (loss) from operations were $24.8 million and $(21.9) million and 2023, respectively, representing an increase of $46.7 million. On a segment basis, income from operations in the Medical segment were $22.3 million and $13.0 million for the year ended December 31, 2024 and 2023, respectively, representing an increase of $9.3 million. Income from operations in the Nuclear & Safety segment were $78.9 million and $46.0 million for the year ended December 31, 2024 and 2023, respectively, representing an increase of $32.9 million. Corporate expenses were $76.4 million and $80.9 million for the year ended December 31, 2024 and 2023, respectively, representing a decrease in loss from operations of $4.5 million. See “Business segments” and “Corporate and other” below for further details.
Current wording
Income (loss) from operations were $24.8 million and $(21.9) million for the year ended December 31, 2024 and 2023, respectively, representing an increase of $46.7 million. On a segment basis, income from operations in the Medical segment were $22.3 million and $13.0 million for the year ended December 31, 2024 and 2023, respectively, representing an increase of $9.3 million. Income from operations in the Nuclear & Safety segment were $78.9 million and $46.0 million for the year ended December 31, 2024 and 2023, respectively, representing an increase of $32.9 million. Corporate expenses were $76.4 million and $80.9 million for the year ended December 31, 2024 and 2023, respectively, representing a decrease in loss from operations of $4.5 million. See “Business segments” and “Corporate and other” below for further details.
Previous wording
Income from operations was $78.9 million for the year ended December 31, 2024 and loss from operations was $46.0 million for the year ended December 31, 2023. Income from operations increased $32.9 million period over period driven primarily by the changes in revenues described above, improved gross margins due to a positive product mix compared to prior year, and $10.7 million in lower amortization expenses due to fully amortized intangible assets. Partially offsetting the increases in income from operations were increased compensation costs of $6.1 million and increased facility costs of $2.4 million (primarily utilities and repairs and maintenance costs).
Current wording
Income from operations was $78.9 million for the year ended December 31, 2024 and $46.0 million for the year ended December 31, 2023. Income from operations increased $32.9 million period over period driven primarily by the changes in revenues described above, improved gross margins due to a positive product mix compared to prior year, and $10.7 million in lower amortization expenses due to fully amortized intangible assets. Partially offsetting the increases in income from operations were increased compensation costs of $6.1 million and increased facility costs of $2.4 million (primarily utilities and repairs and maintenance costs).
Previous wording
At December 31, 2024 and December 31, 2023, we had $175.6 million and $128.8 million, respectively, in cash and cash equivalents, which include amounts held by entities outside of the United States of approximately $131.9 million and $105.4 million, respectively, primarily in Europe and Canada. Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are asserting indefinite reinvestment of cash for certain non-U.S. subsidiaries. The Company has alternative repatriation options other than dividends should the need arise. The 2021 Credit Agreement provides for up to $90.0 million of revolving borrowings.The amount available on the revolver as of December 31, 2024 and December 31, 2023 was approximately $72.1 million and $73.3 million, respectively.
Current wording
At December 31, 2025 and December 31, 2024, we had $412.3 million and $175.2 million, respectively, in cash and cash equivalents, which include amounts held by entities outside of the United States of approximately $205.7 million and $131.9 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 $175.0 million of revolving borrowings. The amount available on the revolver as of December 31, 2025 and December 31, 2024 was approximately $159.3 million and $72.1 million, respectively.
Previous wording
There is a discussion in Note 8, Borrowings, of the Consolidated Financial Statements included elsewhere in this Form 10-K of the long-term debt arrangements issued by Mirion. For more information on our lease commitments, see Note 9, Leased Assets, of the Consolidated Financial Statements and for other commitments and contingencies, see Note 10, Commitments and Contingencies to the Consolidated Financial Statements, included elsewhere in this Annual Report on Form 10-K.
Current wording
For information on our lease commitments and other commitments and contingencies, see Note 10, Leased Assets, and Note 11, Commitments and Contingencies, respectively, to the Consolidated Financial Statements, included elsewhere in this Annual Report on Form 10-K.
Previous wording
The 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility and a $90.0 million senior secured revolving facility (collectively, the “Credit Facilities”). The term loan facility is scheduled to mature on October 20, 2028 and the revolving facility is scheduled to expire and mature on October 20, 2026. The agreement requires the payment of a commitment fee of 0.50% per annum for unused revolving commitments, subject to stepdowns to 0.375% per annum and 0.25% per annum upon the achievement of specified leverage ratios. Any outstanding letters of credit issued under the 2021 Credit Agreement reduce the availability under the revolving line of credit.
Current wording
The 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility and a $175.0 million senior secured revolving facility (collectively, the “Credit Facilities”). The term loan facility is scheduled to mature on June 5, 2032 and the revolving facility is scheduled to expire and mature on March 21, 2030 (subject to other terms and conditions). 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.
Previous wording
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.
Current wording
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 London interbank offered rate (“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.
Previous wording
Term Loan -The term loan has a seven-year term (expiring October 2028) and bears interest at the greater of LIBOR (through June 30, 2023) / SOFR (subsequent to June 30, 2023 through May 21, 2024) or 0.50%, plus 2.75%. On May 22, 2024, the Company entered into Amendment No.3 (the “Amendment”) to the Credit Agreement. The Amendment reduced the applicable margin rate on the term loans from 2.75% to 2.25% and reduced the credit spread based upon rate term to 0%, with other terms and conditions remaining consistent (effectively the existing loan was refinanced). The Amendment was accounted for prospectively as a debt modification in accordance with ASC 470-50, Debt—Modifications and Extinguishments. The interest rate was 6.85% and 8.40% as of December 31, 2024, and December 31, 2023, respectively. The Company repaid zero and $127.1 million for the period ended December 31, 2024, and the period ended December 31, 2023, respectively.
Current wording
Term Loan -The term loan initially had a seven-year term (expiring October 2028) and bore interest at the greater of LIBOR (through June 30, 2023) / SOFR (subsequent to June 30, 2023 through May 21, 2024) or 0.50%, plus 2.75%. On May 22, 2024, the Company entered into Amendment No. 3 (“Amendment No. 3”) to the Credit Agreement. Amendment No. 3 reduced the applicable margin rate on the term loans from 2.75% to 2.25% and reduced the credit spread based upon rate term to 0%, with other terms and conditions remaining consistent (effectively the existing loan was refinanced). Amendment No. 3 was accounted for prospectively as a debt modification in accordance with ASC 470-50, Debt—Modifications and Extinguishments.
Previous wording
Revolving Line of Credit - The revolving line of credit arrangement has a five year term and bears interest at the greater of LIBOR (through June 30, 2023) / SOFR (subsequent to June 2023) or 0%, plus 2.75%. The agreement requires the payment of a commitment fee of 0.50% per annum for unused commitments. The revolving line of credit matures in October 2026, at which time all outstanding revolving facility loans and accrued and unpaid interest are due. Any outstanding letters of credit reduce the availability of the revolving line of credit. There was no outstanding balance under the arrangement as of December 31, 2024, and December 31, 2023. Additionally, the Company has standby letters of credit issued under its 2021 Credit Agreement that reduce the availability under the revolver of $17.9 million and $16.7 million as of December 31, 2024, and December 31, 2023, respectively. The amount available on the revolver as of December 31, 2024, and December 31, 2023 was approximately $72.1 million and $73.3 million, respectively.
Current wording
The 2021 Credit Agreement requires the payment of a commitment fee of 0.25% per annum for unused commitments. Any outstanding letters of credit reduce the availability of the revolving line of credit. There was no outstanding balance under the arrangement as of December 31, 2025, and December 31, 2024. Additionally, the Company has standby letters of credit issued under its 2021 Credit Agreement that reduce the availability under the revolver of $15.7 million and $17.9 million as of December 31, 2025, and December 31, 2024, respectively. The amount available on the revolver as of December 31, 2025, and December 31, 2024 was approximately $159.3 million and $72.1 million, respectively.
Previous wording
In December 2024, we instituted a share repurchase program for up to $100 million of the currently outstanding shares of our Class A common stock, as approved by our Board of Directors. Under the share repurchase program, we intend to repurchase shares through open market purchases, privately negotiated transactions, block purchases and otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. We have not repurchased any shares as of December 31, 2024.
Current wording
In December 2024, we instituted a share repurchase program for up to $100 million of the currently outstanding shares of our Class A common stock, as approved by our Board of Directors. Under the share repurchase program, we intend to repurchase shares through open market purchases, privately negotiated transactions, block purchases and otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. We have repurchased 1.2 million shares under this program as of December 31, 2025 for $18.6 million.
Previous wording
As a result of the Company’s European operations, we are exposed to fluctuations in exchange rates between the Euro and U.S. dollar (our functional currency). As such, we entered into cross-currency rate swaps during the year ended December 31, 2023, to manage currency risks related to foreign exchange in foreign operations. The Company is also subject to interest rate risk related to the Credit Facilities. As such, we entered into an interest rate swap (notional amount of $75.0 million) during the year ended December 31, 2024, to mitigate the risk of adverse changes in benchmark interest rates on the Company's future interest payments.
Current wording
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. During the year ended December 31, 2024, the Company extended a cross-currency rate swap derivative by one-year (notional amount of 123.2 million euros). During the year ended December 31, 2025, the Company extended the same cross-currency rate swap derivative by two years. 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, as well as an additional interest rate swap (notional amount of $100.0 million) during the year ended December 31, 2025 to mitigate the risk of adverse changes in benchmark interest rates on the Company's future interest payments (collectively, the "interest rate swaps").
Previous wording
The interest rate swap is a derivative financial instrument that has been designated and qualifies as a cash flow hedge. The changes in the fair values of the cash flow hedge are recorded in accumulated other comprehensive loss (“AOCL”) and are reclassified into the line item in our Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings. The changes in the fair values of hedges that are determined to be ineffective are immediately reclassified from AOCL into earnings. During the year ended December 31, 2024, the new interest rate swap resulted in gains of $0.2 million recognized in other comprehensive income ("OCI"), respectively. Gains of $1.0 million were recognized in income through interest expense and reclassified from OCI during the same periods.
Current wording
The interest rate swaps are derivative financial instrument that have been designated and qualify as cash flow hedges. The changes in the fair values of the cash flow hedges 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, 2025, the interest rate swap resulted in a loss of $0.4 million recognized in other comprehensive income ("OCI"). Gains of $0.7 million were recognized in income through interest expense and reclassified from OCI during the same periods.
Previous wording
For more discussion of the hedges of net investments, see Note 17, Fair Value Measurement, and Note 18, Derivatives and Hedging, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Current wording
For more discussion of the hedges of net investments and cash flows, 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.
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Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
On December 8, 2025, the Company entered into Amendment No. 6 to the 2021 Credit Agreement ("Amendment No. 6"). Amendment No. 6 reduced the applicable margin rate on the term loans from 2.25% to 2.00%, with other terms and conditions remaining consistent (effectively the existing loan was refinanced). Amendment No. 6 was accounted for prospectively as a debt modification in accordance with ASC 470-50, Debt—Modifications and Extinguishments.
Current report — wording carried from elsewhere
The interest rate was 5.78% and 6.85% as of December 31, 2025, and December 31, 2024, respectively. The Company repaid $244.6 million and zero for the period ended December 31, 2025, and the period ended December 31, 2024, respectively.
Current report — wording carried from elsewhere
Net Cash Provided by (Used in) Financing Activities
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
The Company will continue to monitor the social, political, regulatory and economic environment in Ukraine and Russia, and will consider actions as appropriate.
Previous report — wording carried elsewhere
Corporate SG&A expenses were $70.2 million for the year ended December 31, 2023 and $90.0 million for the year ended December 31, 2022. The lower SG&A expenses of $19.8 million were driven by a decrease in stock-based compensation expense under the 2021 Omnibus Incentive Plan and Profit Interests (see Note 14, Stock-Based Compensation, to the
Previous report — wording carried elsewhere
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).
Previous report — wording carried elsewhere
Net Cash (Used in) Provided by Financing Activities