- GAAP revenues for the fiscal quarter ended September 30, 2021
increased 26% to $144.3 million, compared to $114.6 million in the
prior-year period
- GAAP net loss for the quarter increased 15.8% to ($46.7)
million
- Adjusted revenues up 29% to $148 million; Adjusted EBITDA up
28% to $30.9 million
- Larry Kingsley joins Mirion Technologies as Chairman of the
Board after successful completion of business combination with GS
Acquisition Holdings Corp II
- Mirion Technologies trading on the New York Stock Exchange
under the ticker symbol MIR following successful business
combination
Mirion Technologies, Inc. (“Mirion”) (NYSE: MIR), a global
provider of detection, measurement, analysis and monitoring
solutions to the medical, nuclear, defense, and research end
markets, today announced results for the quarter ended September
30, 2021 for Mirion Technologies (TopCo), Ltd (“Legacy Mirion”).
Legacy Mirion was the parent company for the Mirion business before
the business combination with GS Acquisition Holdings Corp II
(“GSAH”) which closed on October 20, 2021.
Revenue for the quarter increased 26% to $144.3 million from
$114.6 million in the prior-year period and adjusted revenues in
the quarter increased 29% to $148.0 million from $114.6 million in
the prior-year period. The increase in revenue was largely driven
by acquisitions within the company’s Medical segment, partially
offset by lower revenue growth in the Industrial segment. Organic
growth for the quarter ending September 30, 2021 was (0.1%) versus
8.5% in the prior-year comparable period. Organic growth for the
nine-months ended September 30, 2021 was 4.0% versus 3.3% for the
prior-year comparable period.
Income (loss) from operations for the quarter was a loss of $8.9
million compared to income of $4.6 million for the prior period.
Income from operations as a percentage of revenue was negative 6.2%
compared to a positive 4.0% in the prior year quarter. Adjusted
EBITDA was $30.9 million, compared to the prior-year period of
$24.0 million. Adjusted EBITDA margins as a percentage of adjusted
revenue remain flat over the period as the incremental gross margin
expansion was offset by higher operating expenses primarily related
to the product mix in the medical acquisitions, investments in
growth-focused R&D and incremental corporate expenses related
to public company requirements.
For the Medical segment, revenue for the quarter was $52.0
million and adjusted revenue was $55.7 million, a 155% and 173%
increase, respectively, over the prior-year period driven by
acquisitions. For the Industrial segment, revenue and adjusted
revenue for the quarter was $92.3 million, compared to $94.2
million in the prior-year.
Thomas Logan, Mirion’s CEO commented, “Our team delivered an
outstanding result for the quarter ended September 30, 2021. We
performed well in a challenging and dynamic environment and are
well-positioned to execute on the broad-based demand for our
leading product portfolio. We have seen a number of supply chain
challenges and logistical delays throughout the COVID pandemic, but
have been generally successful in mitigating by supporting
suppliers in sourcing critical components, extending our sales and
operational planning forecast windows, and leaning on our strong
strategic inventory positions. This is an area of significant focus
for me and the entire Mirion team, and we are sustaining a vigilant
posture toward the evolving challenges. Lastly, I’m very excited as
we move forward with our enhanced capital structure following the
business combination with GSAH. We expect this new structure will
provide us with increased flexibility to drive internal and
external stakeholder value by capitalizing on organic and inorganic
opportunities, while enhancing margins as we optimize the business
and our footprint.”
Larry Kingsley, Mirion’s Chairman of the Board commented, “I am
pleased to join Mirion at this exciting inflection point. Mirion is
poised to deliver long-term growth through its leading positions
across several industries. The company has strong competitive
advantages from its technology and opportunities for sustained
topline and bottom line improvements over time. Coupled with a
diverse and leading product portfolio, a strong R&D platform,
and ample room for integration and efficiency initiatives, I am
excited about the near and long-term prospects for our internal and
external stakeholders.”
On October 20, 2021, Mirion completed its business combination
with GSAH and as of October 20, 2021, pro forma for the closing of
the business combination, Mirion had liquidity of approximately
$230 million including $139 million in cash and cash equivalents,
approximately $90 million from an undrawn revolver offset with $8
million of letters of credit.
Outlook
Legacy Mirion previously provided guidance for the twelve months
ending June 30, 2022 in connection with the now completed business
combination with GSAH and for this period Mirion continues to
expect:
- Adjusted revenue of approximately $723 million
- Adjusted EBITDA of approximately $179 million
Guidance excludes approximately $9 million of projected adjusted
revenue and $2.5 to $3.0 million of projected adjusted EBITDA from
the CIRS acquisition – assuming a December 1, 2021 transaction
closing date.
Our guidance and projections assume a Euro to U.S. Dollar
exchange rate of 1.23, consistent with the previously provided
guidance. Additionally, forward-looking non-GAAP financial measures
are presented on a non-GAAP basis without reconciliations of such
forward-looking non-GAAP measures due to the inherent difficulty in
projecting and quantifying the various adjusting items necessary
for such reconciliations that have not yet occurred, are out of
Mirion’s control or cannot be reasonably predicted. Accordingly, a
reconciliation for our guidance of adjusted revenue and adjusted
EBITDA is not available without unreasonable effort. Legacy
Mirion’s last fiscal year ended June 30, 2021 before the business
combination with GSAH. Mirion adopted a calendar year fiscal year
in connection with the closing of the business combination.
Conference Call
Mirion will host a conference call today, November 12, 2021 at
8:00 a.m. ET to discuss its financial results. Participants may
access the call at 1-877-407-9208, international callers may use
1-201-493-6784, and request to join the Mirion Technologies Inc.
earnings call. A live webcast will also be available at
https://ir.mirion.com/news-events.
A telephonic replay will be available shortly after the
conclusion of the call and until, November 25, 2021. Participants
may access the replay at 1-844-512-2921, international callers may
use 1-412-317-6671, and enter access code 13724852. An archived
replay of the call and an accompanying presentation will also be
available on the Investors section of the Mirion website at
https://ir.mirion.com/.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended. Words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,”
“should,” “would,” “will,” “understand” and similar words are
intended to identify forward looking statements. These
forward-looking statements include but are not limited to,
statements regarding our future growth prospects, future financial
and operating performance, including our financial outlook for the
twelve months ending June 30, 2022, our growth strategy and pending
and future acquisitions. There are a significant number of factors
that could cause actual results to differ materially from
statements made in this press release, including changes in
domestic and foreign business, market, financial, political and
legal conditions; risks related to global economic weakness and
uncertainty; risks related to the continued growth of Mirion’s end
markets; Mirion’s ability to meet or anticipate technology changes;
Mirion’s ability to predict its future operational results; risks
related to the disruption of Mirion’s customers’ orders or Mirion’s
customers’ markets; less favorable contractual terms with large
customers; risks related to governmental contracts; Mirion’s
ability to mitigate risks associated with long-term fixed price
contracts; Mirion’s ability to manage its supply chain or
difficulties with third-party manufacturers; risks related to
competition; Mirion’s ability to manage disruptions of, or changes
in, its independent sales representatives, distributors and
original equipment manufacturers; Mirion’s ability to issue debt,
equity, or equity-linked securities in the future; Mirion’s ability
to realize sales expected from its backlog of orders and contracts;
risks related to future legislation and regulation of Mirion’s
markets both in the United States and abroad; risks related to the
costs or liabilities associated with product liability; Mirion’s
ability to source, close and integrate acquisitions, including
risks in realizing the value of goodwill and intangible assets and
in realizing the expected benefit from any synergies from
acquisitions or internal restructuring and improvement efforts;
risks related to the global scope of Mirion’s operations, including
operations in international and emerging markets; risks related to
Mirion’s exposure to fluctuations in foreign currency exchange
rates; Mirion’s ability to comply with various laws and regulations
and the costs associated with legal compliance; risks related to
the outcome of any litigation, government and regulatory
proceedings, investigations and inquiries; risks related to
Mirion’s ability to protect or enforce its proprietary rights on
which its business depends or third-party intellectual property
infringement claims; liabilities associated with environmental,
health and safety matters; risks associated with Mirion’s limited
history of operating as an independent company; Mirion’s ability to
attract, train and retain key members of its leadership team and
other qualified personnel; Mirion’s ability to effectively manage
its growth and recruit and retain key employees; and the impact of
the global COVID-19 pandemic on Mirion’s results of operations,
financial performance or other financial metrics, or on any of the
foregoing risks. Further information on risks, uncertainties and
other factors that could affect our financial results are included
in the filings we make with the Securities and Exchange Commission
(the “SEC”) from time to time, including our Quarterly Report on
Form 10-Q and other periodic reports on Forms 10-K and 10-Q filed
or to be filed with the SEC.
You should not rely on these forward-looking statements, as
actual outcomes and results may differ materially from those
contemplated by these forward-looking statements as a result of
such risks and uncertainties. All forward-looking statements in
this press release are based on information available to us as of
the date hereof, and we do not assume any obligation to update the
forward-looking statements provided to reflect events that occur or
circumstances that exist after the date on which they were
made.
About Mirion
Mirion Technologies is a leading provider of detection,
measurement, analysis and monitoring solutions to the nuclear,
defense, medical and research end markets. The organization aims to
harness its unrivaled knowledge of ionizing radiation for the
greater good of humanity. Headquartered in Atlanta (GA – USA),
Mirion employs around 2,500 people and operates in 13 countries.
For more information, and for the latest news and content from
Mirion, visit Mirion.com.
Mirion Technologies (TopCo),
Ltd.
Unaudited Interim Condensed
Consolidated Balance Sheets
(In millions, except share
data)
September 30,
2021
June 30,
2021
ASSETS
Current assets:
Cash and cash equivalents
$
100.6
$
101.1
Restricted cash
0.8
0.8
Accounts receivable, net of allowance for
doubtful accounts of $6.0 and $6.1, respectively
117.6
133.3
Costs in excess of billings on uncompleted
contracts
61.4
57.2
Inventories
116.6
113.2
Deferred cost of revenue
0.7
0.3
Prepaid expenses and other currents
assets
30.2
28.0
Total current assets
427.9
433.9
Property, plant, and equipment, net
90.5
88.8
Operating ROU assets
43.3
-
Goodwill
675.3
681.5
Intangible assets, net
308.8
326.3
Restricted cash
0.5
0.5
Other assets
17.1
16.2
Total assets
$
1,563.4
$
1,547.2
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable
$
47.4
$
47.1
Deferred contract revenue
59.0
50.4
Notes payable to third-parties,
current
5.6
6.4
Operating lease liability, current
9.3
-
Accrued expenses and other current
liabilities
78.7
84.3
Total current liabilities
200.0
188.2
Notes payable to related parties,
non-current
1,170.4
1,170.5
Notes payable to third-parties,
non-current
882.8
885.7
Interest accrued on notes payable to
related parties
97.7
64.8
Operating lease liability, non-current
38.9
-
Deferred income taxes and other
liabilities
72.6
77.5
Total liabilities
2,462.4
2,386.7
Commitments and contingencies (Note 9)
Stockholders’ deficit:
A Ordinary shares, $0.01 nominal value,
3,000,000 shares authorized, 1,483,795 issued and outstanding at
both September 30, 2021 and June 30, 2021
-
B Ordinary shares, $0.01 nominal value,
7,000,000 shares authorized, 5,353,970 issued and outstanding at
both September 30, 2021 and June 30, 2021
0.1
0.1
Additional paid-in capital
9.5
9.5
Receivable from Employees for purchase of
Common Stock
(1.9
)
(2.4
)
Accumulated deficit
(937.6
)
(888.0
)
Accumulated other comprehensive income
28.8
39.2
Mirion Technologies (TopCo), Ltd.
stockholders’ deficit
(901.1
)
(841.6
)
Noncontrolling interests
2.1
2.1
Total stockholders’ deficit
(899.0
)
(839.5
)
Total liabilities and stockholders’
deficit
$
1,563.4
$
1,547.2
Mirion Technologies (TopCo),
Ltd.
Unaudited Interim Condensed
Consolidated Statements of Operations
(In millions, except per share
data)
Three months ended September
30,
2021
2020
Revenues:
Product
$
107.3
$
80.9
Service
37.0
33.7
Total revenues
144.3
114.6
Cost of revenues:
Product
64.5
49.9
Service
17.9
18.0
Total cost of revenues
82.4
67.9
Gross profit
61.9
46.7
Operating expenses:
Selling, general and administrative
62.3
37.6
Research and development
8.5
4.5
Total operating expenses
70.8
42.1
Income (loss) from operations
(8.9
)
4.6
Other expense (income):
Third party interest expense
10.8
10.0
Related party interest expense
33.0
27.9
Foreign currency (gain) loss, net
(1.4
)
8.1
Other expense, net
0.1
-
Loss before provision (benefit) from
income taxes
(51.4
)
(41.4
)
Benefit from income taxes
(4.7
)
(1.0
)
Net loss
(46.7
)
(40.4
)
Loss attributable to noncontrolling
interests
-
-
Net loss attributable to Mirion
Technologies (TopCo), Ltd. stockholders
$
(46.7
)
$
(40.4
)
Basic and Diluted loss per
share:
Loss per common share attributable to
Mirion Technologies (TopCo), Ltd stockholders – basic and
diluted
$
(7.01
)
$
(6.24
)
Weighted average common shares outstanding
– basic and diluted
6.665
6.478
Mirion Technologies (TopCo),
Ltd.
Unaudited Interim Condensed
Consolidated Statements of Cash Flows
(In millions)
Three months ended September
30,
2021
2020
OPERATING ACTIVITIES:
Net loss
$
(46.7
)
$
(40.4
)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Accrual of in-kind interest on notes
payable to related parties
32.8
28.4
Depreciation and amortization expense
21.1
16.6
Share-based compensation expense
-
0.1
Amortization of debt issuance costs
0.9
0.6
Provision for doubtful accounts
0.3
-
Inventory obsolescence write down
-
1.1
Change in deferred income taxes
(2.9
)
(0.1
)
Loss on disposal of property, plant and
equipment
0.1
0.1
Loss (Gain) on foreign currency
transactions
(1.4
)
6.1
Other
1.8
0.2
Changes in operating assets and
liabilities:
Accounts receivable
14.2
7.1
Costs in excess of billings on uncompleted
contracts
(4.6
)
(7.5
)
Inventories
(4.8
)
(7.2
)
Deferred cost of revenue
(0.4
)
0.1
Prepaid expenses and other current
assets
(1.9
)
(0.6
)
Accounts payable
0.9
(4.3
)
Accrued expenses and other current
liabilities
(6.9
)
(2.8
)
Deferred contract revenue
10.0
(4.2
)
Other assets
0.7
0.1
Other liabilities
(2.1
)
0.1
Net cash provided by (used in) operating
activities
11.1
(6.5
)
INVESTING ACTIVITIES:
Acquisitions of businesses, net of cash
and cash equivalents acquired
(0.9
)
(27.2
)
Purchases of property, plant, and
equipment and badges
(8.8
)
(5.1
)
Net cash used in investing activities
(9.7
)
(32.3
)
FINANCING ACTIVITIES:
Borrowings from notes payable to
third-parties, net of discount and issuance costs
1.9
-
Principal repayments
(2.3
)
(2.2
)
Payment on revolving term loan
-
(35.0
)
Net cash used in financing activities
(0.4
)
(37.2
)
Effect of exchange rate changes on cash,
cash equivalents, and restricted cash
(1.5
)
1.4
Net decrease in cash, cash equivalents,
and restricted cash
(0.5
)
(74.6
)
Cash, cash equivalents, and restricted
cash at beginning of period
102.4
120.0
Cash, cash equivalents, and restricted
cash at end of period
$
101.9
$
45.4
Reconciliation of Non-GAAP Financial Measures
In addition to our results determined in accordance with U.S.
GAAP, we believe the following non-GAAP measures are useful in
evaluating our operating performance. We use the following non-GAAP
financial information to evaluate our ongoing operations and for
internal planning and forecasting purposes. We believe that
non-GAAP financial information, when taken collectively, may be
helpful to investors because it provides consistency and
comparability with past financial performance. However, non-GAAP
financial information is presented for supplemental informational
purposes only, has limitations as an analytical tool, and should
not be considered in isolation or as a substitute for financial
information presented in accordance with GAAP. Other companies,
including companies in our industry, may calculate similarly titled
non-GAAP measures differently or may use other measures to evaluate
their performance, all of which could reduce the usefulness of our
non-GAAP financial measures as tools for comparison.
Adjusted revenues is defined as U.S. GAAP revenues
adjusted to remove the impact of purchase accounting on the
recognition of deferred revenue.
Adjusted EBITDA is defined as net income before interest
expense, income tax expense, depreciation and amortization adjusted
to remove the impact of the other items described in the table
below.
Adjusted segment revenues is defined as U.S. GAAP
revenues by segment adjusted to remove the impact of purchase
accounting on the recognition of deferred revenue.
Adjusted EBITDA by segment is defined as net income
before interest expense, income tax expense, depreciation and
amortization the other items described by segment in the table
below.
The following tables present a reconciliation of certain
non-GAAP financial measures for the three-month periods ended
September 30, 2021 and September 30, 2020.
Three Months Ended September
30, 2021
Three Months Ended September
30, 2020
($ in millions)
Revenues
Net Loss
Revenues
Net Loss
Total GAAP
$
144.3
$
(46.7
)
$
114.6
$
(40.4
)
Revenue reduction from purchase
accounting
3.7
3.7
—
—
Foreign currency (gain) loss, net
—
(1.4
)
—
8.1
Amortization of acquired intangibles
—
16.1
—
12.2
Non-operating expenses(1)(2)
—
15.0
—
2.9
Tax impact of adjustments above
—
(6.8
)
—
(3.7
)
Adjusted Revenues and Net Loss
$
148.0
$
(20.1
)
$
114.6
$
(20.9
)
($ in millions)
Three Months Ended September
30, 2021
Three Months Ended September
30, 2020
Net loss
$
(46.7
)
$
(40.4
)
Interest expense, net
43.8
37.9
Income tax (benefit) provision
(4.7
)
(1.0
)
Amortization
16.1
12.2
EBITA
$
8.5
$
8.7
Depreciation
5.1
4.3
EBITDA
$
13.6
$
13.0
Foreign currency (gain) loss, net
(1.4
)
8.1
Revenue reduction from purchase
accounting
3.7
—
Non-operating expenses(1)(2)
15.0
2.9
Adjusted EBITDA
$
30.9
$
24.0
(1)
Pre-tax non-operating expenses of $15.0
million for the three months ended September 30, 2021 includes $8.7
million of Business Combination and public company transition
costs, $3.6 million in costs to achieve operational synergies, $1.5
million of restructuring costs, and $1.2 million of costs to
achieve information technology system integration and
efficiency.
(2)
Pre-tax non-operating expenses of $2.9
million for the three months ended September 30, 2020 includes $1.2
million in costs to achieve operational synergies, $0.9 million of
mergers and acquisition expenses, and $0.8 million of costs to
achieve information technology system integration and
efficiency.
The following tables present a reconciliation of non-GAAP
Adjusted Revenue and Adjusted EBITDA by segment for the three-month
periods ended September 30, 2021 and September 30, 2020.
For the Three Months Ended
September 30, 2021
($ in millions)
Medical
Industrial
Corporate & Other
Consolidated
Revenues
$
52.0
$
92.3
$
—
$
144.3
Revenue reduction from purchase
accounting
3.7
—
—
3.7
Adjusted Revenues
$
55.7
$
92.3
$
—
$
148.0
Income from operations
$
2.6
$
12.5
$
(24.0
)
$
(8.9
)
Amortization
8.0
8.1
—
16.1
Depreciation
2.8
2.1
0.2
5.1
Revenue reduction from purchase
accounting
3.7
—
—
3.7
Non-operating expenses(1)
—
—
14.9
14.9
Adjusted EBITDA
$
17.1
$
22.7
$
(8.9
)
$
30.9
Income from operations as % of revenue
5.0
%
13.5
%
n.a.
(6.2
%)
Adjusted EBITDA as % of adjusted revenue
30.7
%
24.6
%
n.a.
20.9
%
(1)
Non-operating expenses above exclude $0.1
million recorded to Other (income) expense, net in the unaudited
interim condensed consolidated statement of operations.
For the Three Months Ended
September 30, 2020
($ in millions)
Medical
Industrial
Corporate & Other
Consolidated
Revenues
$
20.4
$
94.2
$
—
$
114.6
Revenue reduction from purchase
accounting
—
—
—
—
Adjusted Revenues
$
20.4
$
94.2
$
—
$
114.6
Income from operations
$
4.0
$
11.4
$
(10.8
)
$
4.6
Amortization
2.4
9.8
—
12.2
Depreciation
1.9
2.4
—
4.3
Revenue reduction from purchase
accounting
—
—
—
—
Non-operating expenses
—
—
2.9
2.9
Adjusted EBITDA
$
8.3
$
23.6
$
(7.9
)
$
24.0
Income from operations as % of revenue
19.6
%
12.1
%
n.a.
4.0
%
Adjusted EBITDA as % of adjusted revenue
40.7
%
25.1
%
n.a.
20.9
%
The following tables present a reconciliation of non-GAAP
Adjusted Revenue Organic Net Sales for the three-month and
nine-month periods ended September 30, 2021, 2020 and 2019.
For the three months ended September
30, 2021, 2020 & 2019
$ in millions
Δ%
Sep-21
Sep-20
Total
Organic
Acquisitions
FX
Medical
$
55.7
$
20.4
173.0
%
10.8
%
162.3
%
0.0
%
Industrial
92.3
94.2
-2.0
%
-2.4
%
0.0
%
0.4
%
Total Adjusted Revenue
$
148.0
$
114.6
29.1
%
-0.1
%
28.9
%
0.3
%
Deferred revenue purchase accounting
adj.
(3.7
)
-
Revenue (GAAP, as reported)
$
144.3
$
114.6
Δ%
Sep-20
Sep-19
Total
Organic
Acquisitions
FX
Medical
$
20.4
$
15.1
35.2
%
-6.0
%
39.8
%
1.3
%
Industrial
94.2
80.0
17.8
%
11.3
%
3.6
%
2.9
%
Total Adjusted Revenue
$
114.6
$
95.1
20.5
%
8.5
%
9.4
%
2.6
%
Deferred revenue purchase accounting
adj.
-
-
Revenue (GAAP, as reported)
$
114.6
$
95.1
For the nine months ended September 30,
2021, 2020 & 2019
$ in millions
Δ%
Sep-21
Sep-20
Total
Organic
Acquisitions
FX
Medical
$
167.3
$
53.8
211.0
%
5.0
%
204.3
%
1.6
%
Industrial
334.9
312.0
7.3
%
3.9
%
0.0
%
3.5
%
Total Adjusted Revenue
$
502.2
$
365.8
37.3
%
4.0
%
30.1
%
3.2
%
Deferred revenue purchase accounting
adj.
(11.7
)
(0.2
)
Revenue (GAAP, as reported)
$
490.5
$
365.6
Δ%
Sep-20
Sep-19
Total
Organic
Acquisitions
FX
Medical
$
53.8
$
37.6
43.0
%
1.1
%
41.7
%
0.2
%
Industrial
312.0
291.4
7.1
%
3.6
%
3.4
%
0.0
%
Total Adjusted Revenue
$
365.8
$
329.0
11.2
%
3.3
%
7.8
%
0.0
%
Deferred revenue purchase accounting
adj.
(0.2
)
-
Revenue (GAAP, as reported)
$
365.6
$
329.0
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211112005413/en/
For investor inquiries: Brian Schopfer ir@mirion.com
For media inquiries: Matthew Maddox
mmaddox@mirion.com
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