- Revenues for the fourth quarter increased 22.6% to $217.9
million, compared to $177.8 million in the same period in 2021.
Adjusted revenues increased 20.5% compared to the fourth quarter of
2021.
- GAAP net loss was $159.7 million in the fourth quarter.
Adjusted EBITDA was $56.4 million for the same period.
- GAAP net loss per share for the fourth quarter was $0.85.
Adjusted earnings per share for the same period was $0.11.
- The company initiated fiscal year 2023 guidance of 6% to 9%
revenue growth, adjusted EBITDA of $172 million to $182 million and
adjusted EPS of $0.28 to $0.34.
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 the fourth
quarter and fiscal year ended December 31, 2022.
Mirion reported full year order growth for 2022 of approximately
8% compared to 2021. Backlog was $737.4 million as of December 31,
2022, reflecting 10% year-over-year growth, supported by strong
engagement with the company’s diverse portfolio of solutions and
supportive trends across its end markets. Order growth and backlog
exclude the impact of the Hanhikivi project termination in the
second quarter of 2022.
“2022 was a dynamic year for Mirion, as we completed our first
full year as a public company. Our teams responded well to the
myriad of challenges faced throughout the year and we delivered a
strong finish to 2022,” stated Thomas Logan, Mirion’s Chief
Executive Officer. “Overall, I am very pleased with our fourth
quarter results, which were highlighted by substantial revenue
growth across both our reporting segments. The Medical business
delivered solid top-line growth in all three e and meaningful
margin expansion compared to the same period last year. Industrial
took a noticeable step forward as well, supported by improved
operating conditions and strong execution by our team. We exited
2022 with good momentum and the business is poised to deliver a
strong 2023.”
“I am incredibly proud of the growth that Mirion delivered in
the fourth quarter. End market demand remains quite healthy and the
team has built a strong backlog position to support future growth,”
added Larry Kingsley, Chairman of Mirion’s Board of Directors. “I
believe that Mirion is well-positioned going into 2023 and beyond,
supported by the company’s strategic market position and diverse
portfolio of essential products and services.”
The Company recorded goodwill impairment charges of $87.3
million in its Medical segment and $69.3 million in its Industrial
segment as a result of its required annual impairment test. The
impairment charges represented approximately 10% of the company’s
total goodwill balance as of December 31, 2022.
2023 Outlook
“Today, we are providing initial financial guidance for 2023. We
are expecting to build off the momentum we established coming out
of the fourth quarter,” continued Mr. Logan. “We are anticipating
solid top-line growth in 2023, supported by healthy end markets and
our robust backlog position. We have taken a thoughtful approach to
setting our guidance and believe we have the right strategy in
place to execute on our expectations.”
Mirion has issued the following guidance for the fiscal year
ending December 31, 2023:
- Reported revenue growth of 6% to 9%, organic growth of 4% to
7%
- Adjusted EBITDA of $172 million - $182 million
- Adjusted EPS of $0.28 - $0.34
- Adjusted free cash flow of $50 million - $70 million
Organic revenue growth is expected at 4% to 7%. Inorganic
revenue growth is expected to be approximately 1.5% including
benefits from the SIS acquisition, offset by the Biodex physical
rehab divestiture, expected to close during the first quarter.
Foreign exchange rates are expected to result in a positive 0.5%
impact to revenue growth. The guidance for organic revenue growth
excludes the impact of foreign exchange rates as well as mergers,
acquisitions and divestitures. Other modeling and guidance
assumptions include the following:
- Euro to U.S. Dollar foreign exchange conversion rate of
1.07
- Depreciation of approximately $30 million
- Net interest expense of approximately $68 million
(approximately $64 million of cash interest)
- Capital expenditures of approximately $40 million
- Effective tax rate of between 25% and 27%
- Approximately 181 million shares of Class A common stock
outstanding (excludes 8.0 million shares of Class B common stock,
27.2 million warrants, 18.8 million founder shares, subject to
vesting, 1.7 million restricted stock units, 0.4 million
performance stock units and a further 23.6 million shares reserved
for future equity awards (subject to annual automatic increases)),
all as of December 31, 2022
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, February 14, 2023 at
10:00 a.m. ET to discuss its financial results. Participants may
access the call by dialing 1-877-407-9208 or 1-201-493-6784, 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 February 28, 2023. Participants
may access the replay at 1-844-512-2921, international callers may
use 1-412-317-6671, and enter access code 13735853. 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, our
competitive positioning, foreign exchange, interest rate and
inflation expectations, mergers, acquisitions, divestitures and
strategic investments, including completion and integration of
previously completed transactions, 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, including the Russia-Ukraine
conflict and the relationship between the United States and China;
risks related to the public’s perception of nuclear radiation and
nuclear technologies; 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 strategic
transactions, such as acquisitions, divestitures and investments,
including any synergies, or internal restructuring and improvement
efforts; our ability to issue debt or 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, interest rates and inflation,
including the impact on our debt service costs; 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
Technologies (TopCo), Ltd (“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.
Channels for Disclosure of Information
Mirion intends to announce material information to the public
through the Mirion Investor Relations website ir.mirion.com, SEC
filings, press releases, public conference calls and public
webcasts. Mirion uses these channels, as well as social media, to
communicate with its investors, customers, and the public about the
company, its offerings, and other issues. It is possible that the
information Mirion posts on social media could be deemed to be
material information. As such, Mirion encourages investors, the
media, and others to follow the channels listed above, including
the social media channels listed on Mirion’s investor relations
website, and to review the information disclosed through such
channels. Any updates to the list of disclosure channels through
which Mirion will announce information will be posted on the
investor relations page on Mirion’s website.
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 2,800 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.
Consolidated Balance
Sheets
(Unaudited)
(In millions, except share
data)
Successor
Predecessor
December 31, 2022
December 31, 2021
June 30, 2021
ASSETS
Current assets:
Cash and cash equivalents
$
73.5
$
84.0
$
101.1
Restricted cash
0.5
0.6
0.8
Accounts receivable, net of allowance for
doubtful accounts
171.2
157.4
133.3
Costs in excess of billings on uncompleted
contracts
50.0
56.3
57.2
Inventories
143.3
123.6
113.2
Prepaid expenses and other current
assets
33.6
31.5
28.3
Assets held for sale
8.5
—
—
Total current assets
480.6
453.4
433.9
Property, plant, and equipment, net
124.3
124.0
88.8
Operating lease right-of-use assets
40.1
45.7
—
Goodwill
1,418.0
1,662.6
681.5
Intangible assets, net
650.4
806.9
326.3
Restricted cash
1.0
0.7
0.5
Other assets
24.3
24.7
16.2
Total assets
$
2,738.7
$
3,118.0
$
1,547.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
(DEFICIT)
Current liabilities:
Accounts payable
$
67.7
$
59.4
$
47.1
Deferred contract revenue
83.0
73.0
50.4
Notes payable to third-parties,
current
5.3
3.9
6.4
Operating lease liability, current
8.5
9.3
—
Accrued expenses and other current
liabilities
79.8
75.4
84.3
Total current liabilities
244.3
221.0
188.2
Notes payable to related parties,
non-current
—
—
1,170.5
Notes payable to third-parties,
non-current
801.5
806.8
885.7
Warrant liabilities
30.5
68.1
—
Interest accrued on notes payable to
related parties
—
—
64.8
Operating lease liability, non-current
34.3
40.6
—
Deferred income taxes, non-current
116.3
161.0
40.1
Other liabilities
44.6
36.5
37.4
Total liabilities
1,271.5
1,334.0
2,386.7
Commitments and contingencies (Note
11)
Stockholders’ equity (deficit):
Class A common stock; $0.0001 par value,
500,000,000 shares authorized; 200,298,834 shares issued and
outstanding at December 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; 8,040,540 issued and outstanding at
December 31, 2022 and 8,560,540 issued and outstanding at December
31, 2021
—
—
—
A Ordinary shares, $0.01 nominal value,
3,000,000 shares authorized, 1,483,795 issued and outstanding at
June 30, 2021
—
—
—
B Ordinary shares, $0.01 nominal value,
7,000,000 shares authorized, 5,353,970 issued and outstanding at
June 30, 2021
—
—
0.1
Additional paid-in capital
1,882.4
1,845.5
9.5
Receivable from employees for purchase of
ordinary shares
—
—
(2.4
)
Accumulated deficit
(408.5
)
(131.6
)
(888.0
)
Accumulated other comprehensive (loss)
income
(75.7
)
(20.7
)
39.2
Mirion Technologies, Inc. (Successor) and
Mirion Technologies (TopCo), Ltd. (Predecessor) stockholders’
equity (deficit)
1,398.2
1,693.2
(841.6
)
Noncontrolling interests
69.0
90.8
2.1
Total stockholders’ equity
1,467.2
1,784.0
(839.5
)
Total liabilities and stockholders’
equity
$
2,738.7
$
3,118.0
$
1,547.2
Mirion Technologies,
Inc.
Consolidated Statements of
Operations
(Unaudited)
(In millions, except per share
data)
Successor
Predecessor
Fiscal Year Ended
December 31, 2022
From October 20, 2021 through
December 31, 2021
From July 1, 2021 through
October 19, 2021
Fiscal Year Ended June
30, 2021
Fiscal Year Ended June
30, 2020
Revenues:
Product
$
533.0
$
120.9
$
123.4
$
459.3
$
353.0
Service
184.8
33.2
44.6
152.3
125.2
Total revenues
717.8
154.1
168.0
611.6
478.2
Cost of revenues:
Product
307.5
83.1
74.0
284.1
216.8
Service
100.2
17.1
23.7
75.7
64.4
Total cost of revenues
407.7
100.2
97.7
359.8
281.2
Gross profit
310.1
53.9
70.3
251.8
197.0
Operating expenses:
Selling, general and administrative
362.3
70.1
101.6
211.2
158.1
Research and development
30.3
6.7
10.3
29.4
15.9
Goodwill impairment
211.8
—
—
—
—
Impairment loss on business held for
sale
3.5
—
—
—
—
Total operating expenses
607.9
76.8
111.9
240.6
174.0
(Loss) income from operations
(297.8
)
(22.9
)
(41.6
)
11.2
23.0
Other expense (income):
Third party interest expense
41.9
6.2
12.5
41.0
41.5
Related party interest expense (Note
9)
—
—
40.3
122.2
107.7
Loss on debt extinguishment
—
—
15.9
—
—
Foreign currency loss (gain), net
4.9
1.6
(0.6
)
13.4
(0.6
)
Decrease in fair value of warrant
liabilities
(37.6
)
(1.2
)
—
—
—
Other (income) expense, net
(0.4
)
0.3
1.6
(1.1
)
(1.0
)
Loss before income taxes
(306.6
)
(29.8
)
(111.3
)
(164.3
)
(124.6
)
Benefit from income taxes
(18.2
)
(6.8
)
(5.6
)
(5.9
)
(5.5
)
Net loss
(288.4
)
(23.0
)
(105.7
)
(158.4
)
(119.1
)
Loss attributable to noncontrolling
interests
(11.5
)
(0.8
)
—
(0.1
)
—
Net loss attributable to Mirion
Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd.
(Predecessor) stockholders
$
(276.9
)
$
(22.2
)
$
(105.7
)
$
(158.3
)
$
(119.1
)
Net loss per common share attributable to
Mirion Technologies, Inc. (Successor) / Mirion Technologies
(TopCo), Ltd. (Predecessor) stockholders — basic and diluted
$
(1.53
)
$
(0.12
)
$
(15.81
)
$
(24.18
)
$
(18.45
)
Weighted average common shares outstanding
— basic and diluted
181.149
180.773
6.685
6.549
6.453
Mirion Technologies,
Inc.
Consolidated Statements of
Cash Flows
(Unaudited)
(In millions)
Successor
Predecessor
Fiscal Year Ended December 31,
2022
From October 20, 2021 through
December 31, 2021
From July 1, 2021 through
October 19, 2021
Fiscal Year Ended June 30,
2021
Fiscal Year Ended June 30,
2020
OPERATING ACTIVITIES:
Net loss
$
(288.4
)
$
(23.0
)
$
(105.7
)
$
(158.4
)
$
(119.1
)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Accrual of in-kind interest on notes
payable to related parties
—
—
40.2
121.2
107.7
Depreciation and amortization expense
174.5
37.3
25.9
83.6
68.4
Stock-based compensation expense
31.8
5.3
9.3
—
0.2
Loss on debt extinguishment
—
—
15.9
—
—
Amortization of debt issuance costs
2.9
0.7
1.1
3.2
2.6
Provision for doubtful accounts
0.3
(0.8
)
0.3
2.1
0.6
Inventory obsolescence write down
0.9
0.3
—
0.7
1.9
Change in deferred income taxes
(37.2
)
(11.2
)
(8.4
)
(16.6
)
(15.5
)
Loss (gain) on disposal of property, plant
and equipment
3.4
0.8
1.6
(0.1
)
0.4
Loss (gain) on foreign currency
transactions
4.9
1.6
(0.6
)
13.4
(1.7
)
Decrease in fair values of warrant
liabilities
(37.6
)
(1.2
)
—
—
—
Amortization of deferred revenue
step-down
—
2.3
4.5
8.0
0.2
Amortization of inventory step-up
6.3
15.8
—
5.2
1.6
Goodwill impairment
211.8
—
—
—
—
Other
3.6
(0.1
)
—
1.4
(0.9
)
Changes in operating assets and
liabilities:
Accounts receivable
(14.8
)
(42.5
)
18.2
(4.2
)
3.8
Costs in excess of billings on uncompleted
contracts
(4.5
)
6.3
(5.7
)
(3.8
)
(2.9
)
Inventories
(34.8
)
5.1
(10.2
)
(4.2
)
2.7
Deferred cost of revenue
(0.8
)
(0.3
)
(0.4
)
6.6
(3.5
)
Prepaid expenses and other current
assets
(2.4
)
(2.5
)
2.6
(10.1
)
(1.6
)
Accounts payable
6.3
(8.9
)
19.2
2.6
(2.5
)
Accrued expenses and other current
liabilities
5.5
(8.4
)
0.4
(2.2
)
7.3
Deferred contract revenue
6.9
10.6
4.5
(2.8
)
(1.9
)
Other assets
5.7
(6.1
)
(2.2
)
0.5
0.2
Other liabilities
(4.9
)
6.7
2.6
7.5
(8.5
)
Net cash provided by operating
activities
39.4
(12.2
)
13.1
53.6
39.5
INVESTING ACTIVITIES:
Acquisition of Mirion, net of cash and
cash equivalents acquired
—
(2,124.8
)
—
—
—
Acquisitions of businesses, net of cash
and cash equivalents acquired
(6.6
)
(58.6
)
(0.9
)
(290.1
)
(55.7
)
Purchases of property, plant, and
equipment and badges
(34.2
)
(6.0
)
(11.6
)
(23.2
)
(19.9
)
Sales of property, plant, and
equipment
0.8
—
—
—
—
Proceeds from net investment hedge
derivative contracts
0.5
—
—
—
—
Net cash used in investing activities
(39.5
)
(2,189.4
)
(12.5
)
(313.3
)
(75.6
)
FINANCING ACTIVITIES:
Issuances of common stock
—
900.0
—
—
—
Common stock issuance costs
—
(13.3
)
—
—
—
Transaction fees reimbursed by Sellers
—
18.7
—
—
—
Payment of deferred underwriting costs
—
(26.3
)
—
—
—
SPAC share redemption
—
(146.3
)
—
—
—
Borrowings from notes payable to
third-parties, net of discount and issuance costs
—
807.3
1.9
218.8
98.8
Principal repayments
(6.6
)
(1.7
)
(2.4
)
(14.8
)
(13.4
)
Deferred financing costs
—
(0.9
)
—
—
—
Borrowings from notes payable – related
parties
—
—
—
70.0
—
Borrowing on revolving term loan
—
—
—
—
80.0
Payment on revolving term loan
—
—
—
(35.0
)
(45.0
)
Payment of contingent considerations
—
—
—
—
(2.0
)
Distributions to noncontrolling
interests
—
—
—
—
(0.4
)
Other financing
(0.4
)
0.2
1.5
—
0.9
Net cash used in financing
activities
(7.0
)
1,537.7
1.0
239.0
118.9
Effect of exchange rate changes on cash,
cash equivalents, and restricted cash
(3.2
)
(1.0
)
(0.9
)
3.1
(2.7
)
Net decrease in cash, cash equivalents,
and restricted cash
(10.3
)
(664.9
)
0.7
(17.6
)
80.1
Cash, cash equivalents, and restricted
cash at beginning of period
85.3
750.2
102.4
120.0
108.7
Cash, cash equivalents, and restricted
cash at end of period
$
75.0
$
85.3
$
103.1
$
102.4
$
188.8
Share Count
Consists of 181,548,834 shares of Class A common stock and
8,040,540 shares of Class B common stock outstanding as of December
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 by October 20, 2026; (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) 1.7 million
shares of Class A common stock underlying restricted stock units
and 0.4 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 23,554,298 shares
reserved for future equity awards as of December 31, 2022 (subject
to annual automatic increases). The 8,040,540 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 as of December 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 (impairment
related to a business held for sale and an equity investment,
incremental one-time costs related to the Business Combination,
incremental one-time costs associated with becoming a public
company, mergers and acquisition expenses, restructuring costs,
costs to achieve information technology system integration and
efficiency, and costs to achieve integration and operational
synergies), stock-based compensation expense, debt extinguishment,
goodwill impairment, 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 and certain non-operating expenses also excluded from
Adjusted EBITDA, stock-based compensation expense, debt
extinguishment, goodwill impairment, 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.
Operating Metrics
Order Growth is defined as the amount of revenue earned
in a given period and estimated to be earned in future periods from
contracts entered into in a given period as compared with such
amount for a prior period. Order growth was calculated excluding
the impact of the Hanhikivi project termination in the second
quarter of 2022. Foreign exchange rates are based on the applicable
rates as reported for the time period.
The following tables presents reconciliations of certain
non-GAAP financial measures for the applicable periods.
Mirion Technologies,
Inc.
Reconciliation of Adjusted
Revenue & Adjusted EBITDA
(In millions)
Successor
Proforma
Successor
Proforma
Three Months Ended December
31, 2022
Three Months Ended December
31, 2021
Year Ended December 31,
2022
Year Ended December 31,
2021
Revenue
$
217.9
$
177.8
$
717.8
$
668.3
Deferred revenue purchase accounting
adjustment
—
3.1
—
14.8
Adjusted Revenue
$
217.9
$
180.9
$
717.8
$
683.1
Income from operations
$
(161.9
)
n.m
$
(297.8
)
n.m
Amortization
34.3
n.m
145.8
n.m
Depreciation - core
6.3
n.m
22.3
n.m
Depreciation - Mirion Business Combination
step-up
1.5
n.m
6.4
n.m
Revenue reduction from purchase
accounting
—
n.m
—
n.m
Cost of revenues impact from inventory
valuation purchase accounting
—
n.m
6.3
n.m
Stock-based compensation
7.0
n.m
31.8
n.m
Goodwill impairment
156.6
n.m
211.8
n.m
Non-operating expenses
13.0
n.m
38.0
n.m
Other Income / Expense
(0.4
)
n.m
0.1
n.m
Adjusted EBITDA
$
56.4
$
44.8
$
164.7
$
165.6
Income from operations as % of revenue
(74.3
) %
n.m
(41.5
) %
n.m
Adjusted EBITDA as % of adjusted
revenue
25.9
%
24.8
%
22.9
%
24.2
%
Mirion Technologies,
Inc.
Reconciliation of Adjusted
Earnings per Share
(In millions, except per share
values)
Three Months Ended
Year Ended
December 31, 2022
December 31, 2022
Net loss attributable to Mirion
Technologies, Inc. (Successor)
$
(153.4
)
$
(276.9
)
Loss attributable to non-controlling
interests
(6.3
)
(11.5
)
GAAP net loss
$
(159.7
)
$
(288.4
)
Cost of revenues impact from inventory
valuation purchase accounting
—
6.3
Foreign currency (gain) loss, net
(3.0
)
4.9
Amortization of acquired intangibles
34.3
145.8
Stock based compensation
7.0
31.8
Change in fair value of warrant
liabilities
(10.1
)
(37.6
)
Goodwill impairment
156.6
211.8
Non-operating expenses
12.7
37.7
Tax impact of adjustments above
(17.5
)
(44.5
)
Adjusted Net Income
$
20.3
$
67.8
Weighted average common shares
outstanding — basic and diluted
181.387
181.149
Dilutive Potential Common Shares -
RSUs
0.080
0.049
Adjusted weighted average common shares
— diluted
181.467
181.198
GAAP loss per share
$
(0.85
)
$
(1.53
)
Adjusted earnings per share
$
0.11
$
0.37
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230214005301/en/
For investor inquiries: Jerry Estes ir@mirion.com For
media inquiries: Matthew Maddox mmaddox@mirion.com
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