- Revenues for the first quarter decreased 1.8% to $163.2
million, compared to $166.2 million in the same period in 2021.
Adjusted revenues decreased by 4.3% compared to the first quarter
of 2021.
- Net loss was $19.0 million in the first quarter, an improvement
from a net loss of $40.7 million in the same period last year.
Adjusted EBITDA was $34.9 million for the quarter, a 12.5% decrease
from $39.9 million in the same period last year.
- GAAP net loss per share for the first quarter was $0.10.
Adjusted earnings per share for the same period was $0.10.
- The company updated full year 2022 guidance and is now
expecting organic adjusted revenue growth of 4% to 6% and adjusted
EBITDA of $170 million to $180 million and adjusted EPS of
$0.44-$0.49.
Mirion Technologies, Inc. (“Mirion,” "we" or the "company")
(NYSE: MIR), a global provider of radiation detection, measurement,
analysis and monitoring solutions to the medical, nuclear, defense,
and research end markets, today announced results for its fiscal
quarter ended March 31, 2022.
“Our teams responded well to the myriad of operating challenges
that our company faced in the first quarter of 2022. Difficult
comparisons on the industrial side of our business compared to the
first quarter of 2021, continuing supply chain hurdles and customer
project delays brought on by the Ukraine conflict represented
significant headwinds during the quarter,” stated Thomas Logan,
Mirion’s Chief Executive Officer. “Despite these challenges, we
continued to experience strong engagement and order inflows across
our product portfolio. We remain committed to executing on our
company strategy and are confident in our competitive positioning
heading into the remainder of 2022 and beyond.”
“I believe that the Mirion team performed admirably as they
managed through the variety of headwinds present across the
company’s international operating profile,” added Larry Kingsley,
Chairman of Mirion’s Board. “While challenging in the short-term,
it is important to remember that this is an incredibly resilient
business led by a team that has proven they can deliver in the face
of a challenging operating environment. Our end markets are healthy
and our team has the right strategy in place to deliver strong
results for the rest of 2022.”
Updated 2022 Outlook
“Following the conclusion of our first quarter and analyzing the
current global operating environment, we are updating our full year
2022 guidance,” continued Mr. Logan. “These updates reflect the
removal of remaining Russian-related projects from our 2022
guidance, largely offset with new opportunities in the defense and
nuclear power sectors. We don’t have the ability to project how the
situation in Ukraine may affect our business in the future and felt
it prudent to provide guidance that reflects current
expectations.”
Mirion is now expecting the following results for the fiscal
year and 12-month period ending December 31, 2022:
- Organic adjusted revenue growth of 4% - 6%, versus prior
expectations of 5% - 7%
- Adjusted EBITDA of $170 million - $180 million, compared to
prior guidance of $175 million - $185 million
- Adjusted EPS of $0.44 - $0.49, which is down from the previous
range of $0.45 - $0.50
- Adjusted free cash flow of $75 million - $95 million, compared
to prior guidance of $90 million - $110 million
CIRS is expected to deliver approximately 2% incremental
inorganic revenue growth and foreign exchange rates are now
expected to result in an approximately negative 2.5% impact to
reported adjusted revenue growth. The guidance for organic adjusted
revenue growth excludes the impact of foreign exchange rates as
well as mergers and acquisitions.
Other modelling and guidance assumptions include the
following:
- Euro to U.S. Dollar foreign exchange conversion rate of
1.10
- Net interest expense of approximately $38 million
(approximately $34 million of cash interest)
- Approximately 181 million shares of Class A common stock
outstanding (excludes 8.6 million shares of Class B common stock,
27.2 million warrants, 18.8 million founder shares, subject to
vesting, 1.0 million restricted stock units, 0.2 million
performance stock units and a further 24.7 million shares reserved
for future equity awards(subject to annual automatic
increases))
The Company’s guidance contains forward-looking statements and
actual results may differ materially as a result of known and
unknown uncertainties and risks, including those set forth below
under the heading “Forward-Looking Statements.” In addition,
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, such as stock-based compensation expense,
amortization and depreciation expense and purchase accounting
adjustments, that have not yet occurred, are out of Mirion’s
control, or cannot be reasonably predicted. Accordingly,
reconciliations of our guidance for adjusted revenue, organic
adjusted revenue adjusted EBITDA, adjusted EPS and adjusted free
cash flow are not available without unreasonable effort.
Conference Call
Mirion will host a conference call today, May 4, 2022 at 11:00
a.m. ET to discuss its financial results. Participants may access
the call by dialing 1-844-826-3033 or 1-412-317-5185, and
requesting 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 May 18, 2022. Participants may
access the replay at 1-844-512-2921, international callers may use
1-412-317-6671, and enter access code 10166161. 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 guidance and
outlook, our order book and backlog, our growth strategy and
positioning, market trends, including supply chain hurdles and the
Russia-Ukraine conflict, our competitive positioning, any future
mergers and acquisitions, our future share capitalization and any
exercise, exchange or other settlement of our outstanding warrants
and other securities. 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, economic, financial,
political and legal conditions; risks related to the continued
growth of our end markets; our ability to win new customers and
retain existing customers; our ability to realize sales expected
from our backlog of orders and contracts; risks related to
governmental contracts; our ability to mitigate risks associated
with long-term fixed price contracts, including risks related to
inflation; risks related to information technology disruption or
security; risks related to the implementation and enhancement of
information systems; our ability to manage our supply chain or
difficulties with third-party manufacturers; risks related to
competition; our ability to manage disruptions of, or changes in,
our independent sales representatives, distributors and original
equipment manufacturers; our ability to realize the expected
benefit from acquisitions, including any synergies, or internal
restructuring and improvement efforts; our ability to issue equity
or equity-linked securities in the future; risks related to changes
in tax law and ongoing tax audits; risks related to future
legislation and regulation both in the United States and abroad;
risks related to the costs or liabilities associated with product
liability claims; our ability to attract, train and retain key
members of our leadership team and other qualified personnel; risks
related to the adequacy of our insurance coverage; risks related to
the global scope of our operations, including operations in
international and emerging markets; risks related to our exposure
to fluctuations in foreign currency exchange rates; our 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 our ability to protect or enforce
our proprietary rights on which our business depends or third-party
intellectual property infringement claims; liabilities associated
with environmental, health and safety matters; our ability to
predict our future operational results; risks associated with our
limited history of operating as an independent company; the impact
of the global COVID-19 pandemic, including the availability,
acceptance and efficacy of vaccinations, treatments and laws and
regulations with respect to vaccinations, on our projected 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
Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and
other periodic reports 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.
Use of Non-GAAP Financial Information
We believe that the presentation of non-GAAP financial
information provides important supplemental information to
management and investors regarding financial and business trends
relating to our financial condition and results of operations. For
further information regarding these non-GAAP measures, including
the reconciliation of these non-GAAP financial measures to their
most directly comparable GAAP financial measures, please refer to
the financial tables below, as well as the “Reconciliation of
Non-GAAP Financial Measures” section of this press release.
Basis of Presentation
As a result of the business combination (the "Business
Combination") with GS Acquisition Holdings Corp II ("GSAH"), the
Company’s financial statement presentation distinguishes Mirion
TopCo as the “Predecessor” until the closing date of the Business
Combination, October 20, 2021 (the “Closing Date”). Mirion, which
includes the combination of Mirion TopCo and GSAH subsequent to the
Business Combination, is the “Successor” for periods starting from
the Closing Date. As a result of the application of the acquisition
method of accounting in the Successor period, the financial
statements for the Successor period are presented on a full step-up
basis as a result of the Business Combination, and are therefore
not comparable to the financial statements of the Predecessor
period that are not presented on the same full step-up basis due to
the Business Combination. Mirion adopted a calendar year fiscal
year in connection with the closing of the Business
Combination.
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 2,600 people and operates in 13 countries.
For more information, and for the latest news and content from
Mirion, visit ir.mirion.com.
Mirion Technologies,
Inc.
Condensed Consolidated Balance
Sheets
(Unaudited)
(In millions, except share
data)
Successor
March 31, 2022
December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents
$
84.2
$
84.0
Restricted cash
1.0
0.6
Accounts receivable, net of allowance for
doubtful accounts
138.6
157.4
Costs in excess of billings on uncompleted
contracts
60.7
56.3
Inventories
123.2
123.6
Prepaid expenses and other currents
assets
28.8
31.5
Total current assets
436.5
453.4
Property, plant, and equipment, net
125.8
124.0
Operating ROU assets
44.2
45.7
Goodwill
1,652.5
1,662.6
Intangible assets, net
763.5
806.9
Restricted cash
2.0
0.7
Other assets
24.4
24.7
Total assets
$
3,048.9
$
3,118.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
(DEFICIT)
Current liabilities:
Accounts payable
$
53.1
$
59.4
Deferred contract revenue
72.1
73.0
Notes payable to third-parties,
current
5.2
3.9
Operating lease liability, current
9.0
9.3
Accrued expenses and other current
liabilities
74.0
75.4
Total current liabilities
213.4
221.0
Notes payable to third-parties,
non-current
805.5
806.8
Warrant liabilities
48.2
68.1
Operating lease liability, non-current
39.1
40.6
Deferred income taxes, non-current
149.4
161.0
Other liabilities
36.1
36.5
Total liabilities
1,291.7
1,334.0
Commitments and contingencies (Note 9)
Stockholders’ equity (deficit):
Class A common stock; $0.0001 par value,
500,000,000 shares authorized; 199,523,392 shares issued and
outstanding at March 31, 2022; 199,523,292 shares issued and
outstanding at December 31, 2021
—
—
Class B common stock; $0.0001 par value,
100,000,000 shares authorized; 8,560,540 issued and outstanding at
March 31, 2022 and December 31, 2021
—
—
Additional paid-in capital
1,853.4
1,845.5
Accumulated deficit
(149.3)
(131.6)
Accumulated other comprehensive (loss)
income
(34.9)
(20.7)
Mirion Technologies, Inc. (Successor)
stockholders’ equity (deficit)
1,669.2
1,693.2
Noncontrolling interests
88.0
90.8
Total stockholders’ equity (deficit)
1,757.2
1,784.0
Total liabilities and stockholders’ equity
(deficit)
$
3,048.9
$
3,118.0
Mirion Technologies,
Inc.
Condensed Consolidated Statements
of Operations
(Unaudited)
(In millions, except per share
data)
Successor
Predecessor
Three Months Ended March 31,
2022
Three months ended March 31,
2021
Revenues:
Product
$
116.9
$
126.6
Service
46.3
39.6
Total revenues
163.2
166.2
Cost of revenues:
Product
74.8
82.8
Service
24.0
20.9
Total cost of revenues
98.8
103.7
Gross profit
64.4
62.5
Operating expenses:
Selling, general and administrative
90.9
60.4
Research and development
7.1
11.0
Total operating expenses
98.0
71.4
(Loss) income from operations
(33.6)
(8.9)
Other expense (income):
Third party interest expense
7.9
10.9
Related party interest expense
—
32.2
Foreign currency loss (gain), net
1.5
(4.0)
Change in fair value of warrant
liabilities
(19.9)
—
Other expense (income), net
—
(0.2)
Loss before benefit from income taxes
(23.1)
(47.8)
Benefit from income taxes
(4.1)
(7.1)
Net loss
(19.0)
(40.7)
Loss attributable to noncontrolling
interests
(1.3)
—
Net loss attributable to Mirion
Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd.
(Predecessor) stockholders
$
(17.7)
$
(40.7)
Net loss per common share attributable to
Mirion Technologies, Inc. (Successor) / Mirion Technologies
(TopCo), Ltd. (Predecessor) stockholders — basic and diluted
$
(0.10)
$
(6.18)
Weighted average common shares outstanding
— basic and diluted
180.774
6.586
Mirion Technologies,
Inc.
Unaudited Consolidated Statements
of Cash Flows
(In millions)
Successor
Predecessor
Three Months Ended March 31,
2022
Three Months Ended March 31,
2021
OPERATING ACTIVITIES:
Net loss
$
(19.0)
$
(40.7)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Accrual of in-kind interest on notes
payable to related parties
—
31.5
Depreciation and amortization expense
44.9
23.6
Stock-based compensation expense
7.9
(0.1)
Amortization of debt issuance costs
1.0
0.9
Provision for doubtful accounts
(0.2)
0.4
Inventory obsolescence write down
0.2
0.3
Change in deferred income taxes
(10.4)
(0.7)
Loss (gain) on disposal of property, plant
and equipment
(0.7)
(0.3)
Loss (gain) on foreign currency
transactions
1.5
(4.0)
Change in fair values of warrant
liabilities
(19.9)
—
Other
0.1
1.7
Changes in operating assets and
liabilities:
Accounts receivable
17.6
(5.5)
Costs in excess of billings on uncompleted
contracts
(5.2)
(5.3)
Inventories
(0.9)
2.0
Prepaid expenses and other current
assets
1.7
(6.5)
Accounts payable
(6.8)
15.7
Accrued expenses and other current
liabilities
(0.9)
(13.8)
Deferred contract revenue
(0.3)
5.1
Other assets
—
(0.5)
Other liabilities
0.8
7.1
Net cash provided by operating
activities
11.4
10.9
INVESTING ACTIVITIES:
Acquisitions of businesses, net of cash
and cash equivalents acquired
—
(15.0)
Purchases of property, plant, and
equipment and badges
(8.7)
(8.0)
Sales of property, plant, and
equipment
0.8
—
Net cash used in investing activities
(7.9)
(23.0)
FINANCING ACTIVITIES:
Principal repayments
(0.4)
(7.5)
Other financing
(0.2)
0.2
Net cash provided by financing
activities
(0.6)
(7.3)
Effect of exchange rate changes on cash,
cash equivalents, and restricted cash
(1.0)
(1.6)
Net (decrease) increase in cash, cash
equivalents, and restricted cash
1.9
(21.0)
Cash, cash equivalents, and restricted
cash at beginning of period
85.3
108.7
Cash, cash equivalents, and restricted
cash at end of period
$
87.2
$
87.7
Share Count
Consists of 180,773,392 shares of Class A common stock and
8,560,540 shares of Class B common stock outstanding as of March
31, 2022. Excludes (1) 18,750,000 founder shares which are shares
of Class A common stock subject to vesting in three equal tranches,
based on the volume-weighted average price of our Class A common
stock being greater than or equal to $12.00, $14.00 and $16.00 per
share for any 20 trading days in any 30 consecutive trading day
period, and such shares will be forfeited to us if they fail to
vest within five years after October 20, 2021; (2) 27,249,879
shares of Class A common stock issuable upon the exercise of
8,500,000 private placement warrants and 18,749,879 publicly-traded
warrants; (3) 1.0 million shares of Class A common stock underlying
restricted stock units and 0.2 million shares of Class A common
stock underlying performance stock units; and (4) any shares
issuable from awards under our 2021 Omnibus Incentive Plan, which
had 19,952,329 shares reserved for future equity awards (subject to
annual automatic increases). The 8,560,540 shares of Class B common
stock are paired on a one-for-one basis with shares of Class B
common stock of Mirion Intermediate Co., Inc. (the "paired
interests"). Holders of the paired interests have the right to have
their interests redeemed for, at the option of Mirion, shares of
Class A common stock on a one-for-one basis or cash based on a
trailing stock price average. All share data is of March 31, 2022
unless otherwise noted.
Reconciliation of Non-GAAP Financial Measures
In addition to our results determined in accordance with 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.
Investors are encouraged to review the related GAAP financial
measures and the reconciliation of these non-GAAP financial
measures to their most directly comparable GAAP financial measures
and not rely on any single financial measure to evaluate our
business.
Adjusted Revenues is defined as GAAP revenues adjusted to
remove the impact of purchase accounting on the recognition of
deferred revenue.
Organic Adjusted Revenues is defined as Adjusted Revenues
excluding the impact of foreign exchange rates as well as mergers
and acquisitions in the period.
Adjusted EBITDA is defined as net income before interest
expense, income tax expense, depreciation and amortization adjusted
to remove the impact of foreign currency gains and losses,
amortization of acquired intangible assets, the impact of purchase
accounting on the recognition of deferred revenue, changes in the
fair value of warrants, certain non-operating expenses (certain
purchase accounting impacts related to revenues and inventory,
restructuring and costs to achieve operational synergies, merger
and acquisition expenses and IT project implementation expenses),
stock-based compensation expense, debt extinguishment and income
tax impacts of these adjustments.
Adjusted Net Income is defined as GAAP net income
adjusted for foreign currency gains and losses, amortization of
acquired intangible assets, the impact of purchase accounting on
the recognition of deferred revenue, changes in the fair value of
warrants, certain non-operating expenses (certain purchase
accounting impacts related to revenues and inventory, restructuring
and costs to achieve operational synergies, merger and acquisition
expenses and IT project implementation expenses), stock-based
compensation expense, debt extinguishment and income tax impacts of
these adjustments.
Adjusted EPS is defined as adjusted net income divided by
weighted average common shares outstanding — basic and diluted.
Adjusted Free Cash Flow is defined as free cash flow
adjusted to include the impact of cash used to fund non-operating
expenses. We believe that the inclusion of supplementary
adjustments to free cash flow applied in presenting adjusted free
cash flow is appropriate to provide additional information to
investors about our cash flows that management utilizes on an
ongoing basis to assess our ability to generate cash for use in
acquisitions and other investing and financing activities.
Free Cash Flow is defined as U.S. GAAP net cash provided
by operating activities adjusted to include the impact of purchases
of property, plant, and equipment and purchases of badges.
The following tables present reconciliations of certain non-GAAP
financial measures for the applicable periods.
Mirion Technologies,
Inc.
Reconciliation of Adjusted
Revenue & Adjusted EBITDA
(In millions)
Successor
Predecessor
March 31, 2022
March 31, 2021
Revenue
$
163.2
$
166.2
Deferred revenue purchase accounting
adjustment
—
4.3
Adjusted Revenue
$
163.2
$
170.5
Income from operations
$
(33.6)
$
(8.9)
Amortization
38.8
18.6
Depreciation - core
4.6
5.0
Depreciation - Mirion Business Combination
step-up
1.6
—
Revenue reduction from purchase
accounting
—
4.3
Cost of revenues impact from inventory
valuation purchase accounting
6.3
4.7
Stock based compensation
7.8
(0.1)
Non-operating expenses
9.4
16.1
Other Income / Expense
—
0.2
Adjusted EBITDA
$
34.9
$
39.9
Income from operations as % of revenue
(20.6) %
(5.4) %
Adjusted EBITDA as % of adjusted
revenue
21.4 %
23.4 %
Mirion Technologies,
Inc.
Reconciliation of Adjusted
Earnings per Share
(In millions, except per share
values)
Three Months Ended
March 31, 2022
Net loss attributable to Mirion
Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd.
(Predecessor) stockholders
$
(17.7)
Loss attributable to non-controlling
interests
(1.3)
GAAP net loss
$
(19.0)
Cost of revenues impact from inventory
valuation purchase accounting
6.3
Foreign currency (gain) loss, net
1.5
Amortization of acquired intangibles
38.8
Stock based compensation
7.8
Change in fair value of warrant
liabilities
(19.9)
Non-operating expenses
9.4
Tax impact of adjustments above
(7.4)
Adjusted Net Income
$
17.5
Weighted average common shares
outstanding — basic and diluted
180.774
Dilutive Potential Common Shares -
RSU's
—
Adjusted weighted average common shares
— diluted
180.774
GAAP loss per share
$
(0.10)
Adjusted earnings per share
$
0.10
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220504005440/en/
For investor inquiries: Jerry Estes ir@mirion.com
For media inquiries: Matthew Maddox
mmaddox@mirion.com
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