10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on May 3, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended March 31, 2023
OR
For the transition period from __________ to __________
Commission File Number: 001-39352
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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(Address of Principal Executive Office)
(770 ) 432-2744
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | |||||||||
| Non-accelerated Filer | ☐ | Smaller Reporting Company | |||||||||
| Emerging Growth Company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
As of April 28, 2023, there were 217,904,643 shares of Class A common stock, $0.0001 par value per share, and 7,847,333 shares of Class B common stock, $0.0001 par value per share, issued and outstanding.
INTRODUCTORY NOTE
On October 20, 2021 (the "Closing" or the “Closing Date”), Mirion Technologies, Inc. (formerly known as GS Acquisition Holdings Corp II or "GSAH") consummated its business combination with GSAH (the "Business Combination") pursuant to the Business Combination Agreement dated June 17, 2021 (as amended, the “Business Combination Agreement”). On the Closing Date, GSAH was renamed Mirion Technologies, Inc.
Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “Mirion,” the “Company,” “we,” “us” or “our” refer to Mirion Technologies, Inc. following the Business Combination, other than certain historical information which refers to the business of Mirion Technologies (TopCo), Ltd. (“Mirion TopCo”) prior to the consummation of the Business Combination.
As a result of the Business Combination, Mirion’s financial statement presentation distinguishes Mirion TopCo as the “Predecessor” for periods prior to the closing of the Business Combination and Mirion Technologies, Inc. as the “Successor” for periods after the closing of the Business Combination. 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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995 that reflect future plans, estimates, beliefs, and expected performance. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, our objectives for future operations, macroeconomic trends, and our competitive positioning are forward-looking statements. This includes, without limitation, statements under “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our expected or future capitalization and capital structure, indebtedness, market share and products sales, market opportunities, manufacturing capabilities and facilities, sales channels and strategies, goodwill impairment, backlog, our supply chain, the Russia-Ukraine conflict and relations between the United States and China, foreign exchange, interest rate and inflation, any mergers and acquisitions, including integration of previously completed mergers and acquisitions, and the future or expected impact on us of any epidemic, pandemic or other crises, including COVID-19. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “seeks,” “plans,” “scheduled,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When we discuss our strategies or plans we are making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, our management.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:
•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;
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•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 any strategic transactions, such as acquisitions, divestitures and investments, including any synergies from internal restructuring and improvement efforts;
•our ability to issue debt, 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 effects of COVID-19 or other health epidemics, pandemics or similar outbreaks may have on our business, results of operations or financial condition; and
•other risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2022 and this Quarterly Report on Form 10-Q, including those under the heading “Risk Factors,” and other documents filed or to be filed with the U. S Securities and Exchange Commission (the "SEC") by us.
There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
Forward-looking statements included in this Quarterly Report on Form 10-Q speak only as of the date of this Quarterly Report on Form 10-Q or any earlier date specified for such statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
We intend to announce material information to the public through the Mirion Investor Relations website, available at ir.mirion.com, SEC filings, press releases, public conference calls and public webcasts. We use these channels, as well as social media, to communicate with our investors, customers and the public about our company, our offerings and other issues. It is possible that the information we post on our website or social media could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above, including the social media channels listed on our investor relations website, and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations website.
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TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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as of March 31, 2023 and December 31, 2022
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for the three months ended March 31, 2023 and March 31, 2022
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for the three months ended March 31, 2023 and March 31, 2022
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for the three months ended March 31, 2023 and March 31, 2022
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for the three months ended March 31, 2023 and March 31, 2022
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5
Mirion Technologies, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In millions, except share data)
| March 31, 2023 | December 31, 2022 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Accounts receivable, net of allowance for doubtful accounts | |||||||||||
| Costs in excess of billings on uncompleted contracts | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Assets held for sale | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Restricted cash | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Deferred contract revenue | |||||||||||
| Notes payable to third-parties, current | |||||||||||
| Operating lease liability, current | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Notes payable to third-parties, non-current | |||||||||||
| Warrant liabilities | |||||||||||
| Operating lease liability, non-current | |||||||||||
| Deferred income taxes, non-current | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Stockholders’ equity (deficit): | |||||||||||
Class A common stock; $ |
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Class B common stock; $ |
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| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( |
( |
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| Accumulated other comprehensive loss | ( |
( |
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| Mirion Technologies, Inc. stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Mirion Technologies, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In millions, except per share data)
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Revenues: | |||||||||||
| Product | $ | $ | |||||||||
| Service | |||||||||||
| Total revenues | |||||||||||
| Cost of revenues: | |||||||||||
| Product | |||||||||||
| Service | |||||||||||
| Total cost of revenues | |||||||||||
| Gross profit | |||||||||||
| Operating expenses: | |||||||||||
| Selling, general and administrative | |||||||||||
| Research and development | |||||||||||
| Total operating expenses | |||||||||||
| Loss from operations | ( |
( |
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| Other expense (income): | |||||||||||
| Third party interest expense | |||||||||||
| Loss on debt extinguishment | |||||||||||
| Foreign currency (gain) loss, net | ( |
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| Increase (decrease) in fair value of warrant liabilities | ( |
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| Other income, net | ( |
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| Loss before income taxes | ( |
( |
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| Benefit from income taxes | ( |
( |
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| Net loss | ( |
( |
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| Loss attributable to noncontrolling interests | ( |
( |
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| Net loss attributable to Mirion Technologies, Inc. | $ | ( |
$ | ( |
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| Net loss per common share attributable to Mirion Technologies, Inc. stockholders — basic and diluted | $ | ( |
$ | ( |
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| Weighted average common shares outstanding — basic and diluted | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Mirion Technologies, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
(In millions)
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net loss | $ | ( |
$ | ( |
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| Other comprehensive income (loss), net of tax: | |||||||||||
| Foreign currency translation, net of tax | ( |
||||||||||
| Unrealized losses on net investment hedges, net of tax | ( |
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| Other comprehensive income (loss), net of tax | ( |
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| Comprehensive loss | ( |
( |
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| Less: Comprehensive loss attributable to noncontrolling interests | ( |
( |
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| Comprehensive loss attributable to Mirion Technologies, Inc. | $ | ( |
$ | ( |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
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Mirion Technologies, Inc.
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
(Unaudited)
(In millions, except share amounts)
| Class A Common Stock | Class A Common Stock Amount | Class B Common Stock | Class B Common Stock Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2021 |
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$ | — |
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$ | — | $ |
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$ | ( |
$ | ( |
$ |
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$ |
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|||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Warrant exercises | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation to directors in lieu of cash compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( |
— | ( |
( |
||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( |
( |
( |
||||||||||||||||||||||||||||||||||||||||||||
| Balance March 31, 2022 |
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$ | — |
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$ | — | $ |
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$ | ( |
$ | ( |
$ |
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$ |
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| Class A Common Stock | Class A Common Stock Amount | Class B Common Stock | Class B Common Stock Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2022 |
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$ | — |
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$ |
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$ |
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$ | ( |
$ | ( |
$ |
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$ |
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| Warrant redemptions | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Stock issued for vested restricted stock units | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation to directors in lieu of cash compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of shares of class B common stock to class A common stock | — | ( |
— | — | — | ( |
|||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares of class A common stock under a direct registered offering, net of offering costs | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( |
— | ( |
( |
||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance March 31, 2023 |
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$ | — |
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$ |
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$ |
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$ | ( |
$ | ( |
$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
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Mirion Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In millions)
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| OPERATING ACTIVITIES: | |||||||||||
| Net loss | $ | ( |
$ | ( |
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| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization expense | |||||||||||
| Stock-based compensation expense | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Provision for doubtful accounts | ( |
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| Inventory obsolescence write down | |||||||||||
| Change in deferred income taxes | ( |
( |
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| Loss (gain) on disposal of property, plant and equipment | ( |
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| Loss (gain) on foreign currency transactions | ( |
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| Increase (decrease) in fair values of warrant liabilities | ( |
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| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Costs in excess of billings on uncompleted contracts | ( |
( |
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| Inventories | ( |
( |
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| Prepaid expenses and other current assets | ( |
||||||||||
| Accounts payable | ( |
( |
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| Accrued expenses and other current liabilities | ( |
( |
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| Deferred contract revenue | ( |
( |
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| Other assets | |||||||||||
| Other liabilities | ( |
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| Net cash (used in) provided by operating activities | ( |
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| INVESTING ACTIVITIES: | |||||||||||
| Purchases of property, plant, and equipment and badges | ( |
( |
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| Sales of property, plant, and equipment | |||||||||||
| Net cash used in investing activities | ( |
( |
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| FINANCING ACTIVITIES: | |||||||||||
| Issuances of common stock | |||||||||||
| Common stock issuance costs | ( |
||||||||||
| Term loan principal repayments | ( |
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| Principal repayments | ( |
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| Other financing | ( |
( |
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| Net cash provided by (used in) financing activities |
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( |
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| Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
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( |
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| Net increase in cash, cash equivalents, and restricted cash |
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| Cash, cash equivalents, and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
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Mirion Technologies, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Nature of Business and Summary of Significant Accounting Policies
Nature of Business
Mirion Technologies, Inc. (“Mirion,” the “Company,” "Successor," "we," "our," or "us" and formerly GS Acquisition Holdings Corp II ("GSAH")) is a global provider of radiation detection, measurement, analysis, and monitoring products and services to the medical, nuclear, and defense end markets. We provide products and services through our two
The Company is headquartered in Atlanta, Georgia and has operations in the United States, Canada, the United Kingdom, France, Germany, Finland, China, Belgium, the Netherlands, Estonia, and Japan.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for financial statements and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") for interim financial information. The interim Condensed Consolidated Financial Statements reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair representation of the results for the periods presented and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto for the period ended December 31, 2022, which include a complete set of footnote disclosures, including our significant accounting policies included in our Annual Report on Form 10-K. The results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned and majority-owned or controlled subsidiaries. For consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocated to noncontrolling interests is reported as “Income (Loss) attributable to noncontrolling interests” in the Condensed Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated in consolidation.
Segments
The Company manages its operations through two
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Significant Accounting Policies
There have been no material changes in our significant accounting policies during the three months ended March 31, 2023, as compared to the significant accounting policies described in Note 1 to the audited Consolidated Financial Statements on Form 10-K for the period ended December 31, 2022.
The components of prepaid expenses and other current assets consist of the following (in millions):
| March 31, 2023 | December 31, 2022 | ||||||||||
| Prepaid insurance | $ | $ | |||||||||
| Short-term marketable securities | |||||||||||
| Income tax receivable and prepaid income taxes | |||||||||||
| Other tax receivables | |||||||||||
| Other current assets | |||||||||||
| $ | $ | ||||||||||
Revenue Recognition
The Company recognizes revenue from arrangements that include performance obligations to design, engineer, manufacture, deliver, and install products. If a performance obligation does not qualify for over-time revenue recognition, revenue is then recognized at the point-in-time in which control of the distinct good or service is transferred to the customer, typically based upon the terms of delivery.
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Revenue derived from passive dosimetry and analytical services is of a subscription nature and is provided to customers on an agreed-upon recurring monthly, quarterly or annual basis. Revenue is recognized ratably over the service period as the service is continuous, and no other discernible pattern of recognition is evident.
Contract Balances
The timing of the Company's revenue recognition, invoicing, and cash collections results in accounts receivable, costs and estimated earnings in excess of billings on uncompleted contracts, and deferred contract revenue. Refer to Note 4, Contracts in Progress for further details.
Remaining Performance Obligations
Disaggregation of Revenues
A disaggregation of the Company’s revenues by segment, geographic region, timing of revenue recognition and product category is provided in Note 16, Segment Information.
Concentrations of Risk
Financial instruments that are potentially subject to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash in bank deposit accounts that, at times, may exceed the insured limits of the local country. The Company has not experienced any losses in such accounts.
Recent Accounting Pronouncements
Accounting Guidance Issued But Not Yet Adopted
In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. ASU 2020-04 provides temporary optional expedients and exceptions for applying GAAP guidance on
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2. Business Combinations and Acquisitions
The Company continually evaluates potential acquisitions that strategically fit with the Company’s existing portfolio. As a result, on August 1, 2022, the Company acquired the Critical Infrastructure ("CI") business of Collins Aerospace (renamed as Secure Integrated Solutions "SIS") via an Asset Purchase Agreement. The Company paid cash of $6.6 million, but due to net working capital (NWC) settlements to be settled in the future, the GAAP consideration was $5.9 million. The SIS business joined our Industrial segment and specializes in delivering physical and cyber security systems to critical infrastructure based on a command-and-control platform that includes video surveillance, access control, intrusion detection, credential/training management, biometrics, and video analytics. The Company used carrying values as of the closing date of the CI Acquisition to value certain current and non-current assets and liabilities, as we determined that they represented the fair value of those items at such date.
All identifiable intangible assets acquired in the CI Acquisition were assigned to developed technology for accounting purposes.
Transaction costs related to the CI Acquisition were not material for the three months ended March 31, 2023.
Measurement period adjustments to the previously disclosed preliminary fair value of net assets related to the CI Acquisition were recorded in 2023, resulting in a $0.9 million net increase in goodwill and corresponding $0.9 million net increase in Other Accrued Liabilities for the three months ended March 31, 2023.
All acquisitions are accounted for under the acquisition method of accounting, and the related assets acquired and liabilities assumed are recorded at fair value. The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”), and growth rates. These assumptions are forward looking and could be affected by future economic and market conditions. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.
Purchases of acquired businesses resulted in the recognition of goodwill in the Company’s Consolidated Financial Statements, which is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized. The goodwill is not amortized but some portion may be deductible for income tax purposes. This goodwill recorded includes the following:
• The expected synergies and other benefits that we believe will result from combining the operations of the acquired business with the operations of Mirion;
• Any intangible assets that did not qualify for separate recognition, as well as future, yet unidentified projects and products;
• The value of the existing business as an assembled collection of net assets versus if the Company had acquired all of the net assets separately.
3. Assets and Liabilities Held for Sale
14
| March 31, 2023 | December 31, 2022 | ||||||||||
| Inventories | $ | $ | |||||||||
| Prepaid expenses and other current assets | |||||||||||
| Property, plant and equipment — net | |||||||||||
| Goodwill | |||||||||||
| Assets held for sale | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
Liabilities held for sale (1)
|
$ | $ | |||||||||
(1)Included in accrued expenses and other liabilities within the consolidated balance sheets.
4. Contracts in Progress
Costs and billings on uncompleted construction-type contracts consist of the following (in millions):
| March 31, 2023 | December 31, 2022 | ||||||||||
| Costs incurred on contracts (from inception to completion) | $ | $ | |||||||||
| Estimated earnings | |||||||||||
| Contracts in progress | |||||||||||
| Less: billings to date | ( |
( |
|||||||||
| $ | $ | ||||||||||
The carrying amounts related to uncompleted construction-type contracts are included in the accompanying Condensed Consolidated Balance Sheets under the following captions (in millions):
| March 31, 2023 | December 31, 2022 | ||||||||||
| Costs and estimated earnings in excess of billings on uncompleted contracts – current | $ | $ | |||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts – non-current (1)
|
|||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts – current (2)
|
( |
( |
|||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts – non-current (3)
|
( |
( |
|||||||||
| $ | $ | ||||||||||
(1)Included in other assets within the Condensed Consolidated Balance Sheets.
(2)Included in deferred contract revenue – current within the Condensed Consolidated Balance Sheets.
15
5. Inventories
The components of inventories consist of the following (in millions):
| March 31, 2023 | December 31, 2022 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in progress | |||||||||||
| Finished goods | |||||||||||
| $ | $ | ||||||||||
6. Property, Plant and Equipment, Net
Property, plant and equipment, net consist of the following (in millions):
| Depreciable Lives |
March 31, 2023 | December 31, 2022 | |||||||||||||||
| Land, buildings, and leasehold improvements | $ | $ | |||||||||||||||
| Machinery and equipment | |||||||||||||||||
| Badges | |||||||||||||||||
| Furniture, fixtures, computer equipment and other | |||||||||||||||||
| Construction in progress | — | ||||||||||||||||
| Less: accumulated depreciation and amortization | ( |
( |
|||||||||||||||
| $ | $ | ||||||||||||||||
Total depreciation expense included in costs of revenues and operating expenses was as follows (in millions):
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Depreciation expense in: | |||||||||||
| Cost of revenues | $ | $ | |||||||||
| Operating expenses | $ | $ | |||||||||
16
7. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (in millions):
| March 31, 2023 | December 31, 2022 | ||||||||||
| Compensation and related benefit costs | $ | $ | |||||||||
| Customer deposits | |||||||||||
| Accrued commissions | |||||||||||
| Accrued warranty costs | |||||||||||
| Non-income taxes payable | |||||||||||
| Pension and other post-retirement obligations | |||||||||||
| Income taxes payable | |||||||||||
| Restructuring | |||||||||||
| Liabilities held for sale | |||||||||||
| Other accrued expenses | |||||||||||
| Total | $ | $ | |||||||||
8. Goodwill and Intangible Assets
Goodwill
Goodwill is calculated as the excess of consideration transferred over the net assets recognized for acquired businesses and represents future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized. Goodwill is assigned to reporting units at the date the goodwill is initially recorded and is reallocated as necessary based on the composition of reporting units over time.
The Company assesses goodwill for impairment at the reporting unit level annually on the first day of the fourth quarter and upon the occurrence of a triggering event or change in circumstance that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
| Medical | Industrial | Consolidated | |||||||||||||||
| Balance—December 31, 2022 | $ | $ | $ | ||||||||||||||
| Business Combination and other acquisitions - measurement period adjustments | |||||||||||||||||
| Translation adjustment | |||||||||||||||||
| Balance—March 31, 2023 | $ | $ | $ | ||||||||||||||
A portion of goodwill is deductible for income tax purposes.
Gross carrying amounts and cumulative goodwill impairment losses are as follows (in millions):
| March 31, 2023 | December 31, 2022 | ||||||||||||||||||||||
| Gross Carrying Amount | Cumulative Impairment | Gross Carrying Amount | Cumulative Impairment | ||||||||||||||||||||
| Goodwill | $ | $ | ( |
$ | $ | ( |
|||||||||||||||||
Intangible Assets
Intangible assets consist of our developed technology, customer relationships, backlog, trade names, and non-compete agreements at the time of acquisition through business combinations. The customer relationships definite lived intangible assets are amortized using the double declining balance method while all other definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives.
17
Many of our intangible assets are not deductible for income tax purposes. A summary of intangible assets useful lives, gross carrying value and related accumulated amortization is below (in millions):
| March 31, 2023 | |||||||||||||||||||||||
| Original Average Life in Years |
Gross Carrying Amount |
Accumulated Amortization |
Net Book Value |
||||||||||||||||||||
| Customer relationships | $ | $ | ( |
$ | |||||||||||||||||||
| Distributor relationships | ( |
||||||||||||||||||||||
| Developed technology | ( |
||||||||||||||||||||||
| Trade names | ( |
||||||||||||||||||||||
| Backlog and other | ( |
||||||||||||||||||||||
| Total | $ | $ | ( |
$ | |||||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||
| Original Average Life in Years |
Gross Carrying Amount |
Accumulated Amortization |
Net Book Value |
||||||||||||||||||||
| Customer relationships | $ | $ | ( |
$ | |||||||||||||||||||
| Distributor relationships | ( |
||||||||||||||||||||||
| Developed technology | ( |
||||||||||||||||||||||
| Trade names | ( |
||||||||||||||||||||||
| Backlog and other | ( |
||||||||||||||||||||||
| Total | $ | $ | ( |
$ | |||||||||||||||||||
Aggregate amortization expense for intangible assets included in cost of revenues and operating expenses was as follows (in millions):
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Amortization expense for intangible assets in: | |||||||||||
| Cost of revenues | $ | $ | |||||||||
| Operating expenses | $ | $ | |||||||||
9. Borrowings
Third-party notes payable consist of the following (in millions):
| March 31, 2023 | December 31, 2022 | ||||||||||
| 2021 Credit Agreement | $ | $ | |||||||||
| Canadian Financial Institution | |||||||||||
| Other | |||||||||||
| Draw on revolving line of credit | |||||||||||
| Total third-party borrowings | |||||||||||
| Less: notes payable to third-parties, current | ( |
( |
|||||||||
| Less: deferred financing costs | ( |
( |
|||||||||
| Notes payable to third-parties, non-current | $ | $ | |||||||||
As of March 31, 2023 and December 31, 2022, the fair market value of the Company's 2021 Credit Agreement (as defined below) was $682.8 million and $803.2 million, respectively. The fair market value for the 2021 Credit Agreement was estimated using primarily level 2 inputs, including borrowing rates available to the Company at the respective period ends. The fair market value for the Company’s remaining third-party debt approximates the respective carrying amounts as of March 31, 2023 and December 31, 2022.
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2021 Credit Agreement
In connection with the Business Combination, in October 2021, certain subsidiaries of the Company entered into- a credit agreement (the "2021 Credit Agreement") among Mirion Technologies (HoldingSub2), Ltd., a limited liability company incorporated in England and Wales, as Holdings, Mirion Technologies (US Holdings), Inc., as the Parent Borrower, Mirion Technologies (US), Inc., as the Subsidiary Borrower, the lending institutions party thereto, Citibank, N.A., as the Administrative Agent and Collateral Agent and Goldman Sachs Lending Partners, Citigroup Global Markets Inc., Jefferies Finance LLC and JPMorgan Chase Bank, N.A., as the Joint Lead Arrangers and Bookrunners.
The 2021 Credit Agreement refinanced and replaced the credit agreement from March 2019, by and between, among others, Mirion Technologies (HoldingRep), Ltd. ("Mirion HoldingRep"), its subsidiaries and Morgan Stanley Senior Funding Inc., as administrative agent, certain other revolving lenders and a syndicate of institutional lenders (the “2019 Credit Facility”) which is described in more detail below.
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”). Funds from the Credit Facilities are permitted to be used in connection with the Business Combination and related transactions to refinance the 2019 Credit Facility referred to below and for general corporate purposes. 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.
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) for borrowings in U.S. dollars, a floating rate formula based on Euro Interbank Offered Rate ("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 the Company's lenders on a replacement rate for LIBOR in the event of its discontinuance or that automatically replaces LIBOR with benchmark rates based upon the Secured Overnight Financing Rate ("SOFR") or other benchmark replacement rates upon certain triggering events.
The 2021 Credit Agreement contains customary representations and warranties as well as customary affirmative and negative covenants and events of default. The negative covenants include, among others and in each case subject to certain thresholds and exceptions, limitations on incurrence of liens, limitations on incurrence of indebtedness, limitations on making dividends and other distributions, limitations on engaging in asset sales, limitations on making investments, and a financial covenant that the “First Lien Net Leverage Ratio” (as defined in the 2021 Credit Agreement) as of the end of any fiscal quarter is not greater than 7.00 to 1.00 if on the last day of such fiscal quarter certain borrowings outstanding under the revolving credit facility exceed 40 % of the total revolving credit commitments at such time. The covenants also contain limitations on the activities of Mirion Technologies (HoldingSub2), Ltd. as the “passive” holding company. If any of the events of default occur and are not cured or waived, any unpaid amounts under the 2021 Credit Agreement may be declared immediately due and payable, the revolving credit commitments may be terminated and remedies against the collateral may be exercised. Mirion Technologies (HoldingSub2), Ltd. and subsidiaries were in compliance with all debt covenants on March 31, 2023 and December 31, 2022.
Term Loan - The term loan has a seven-year term (expiring October 2028), bears interest at the greater of Adjusted London Interbank Offered Rate ("LIBOR") or 0.50 %, plus 2.75 % and has quarterly principal repayments of 0.25 % of the original principal balance. The interest rate was 7.48 % and 7.48 % as of March 31, 2023 and December 31, 2022, respectively. The Company repaid $125.0 million and $6.6 million for the three month period ended March 31, 2023 and for the fiscal year ended December 31, 2022, respectively, yielding an outstanding balance of approximately $696.7 million and $821.7 million as of March 31, 2023 and December 31, 2022, respectively.
During the three months ended March 31, 2023, the Company used $125.0 million of proceeds received from a direct registered equity offering to pay down early outstanding amounts on the term loan.
Revolving Line of Credit - The revolving line of credit arrangement has a five year term and bears interest at the greater of LIBOR 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 March 31, 2023 and December 31, 2022.
19
Additionally, the Company has standby letters of credit issued under its 2021 Credit Agreement that reduce the availability under the revolver of $10.8 million and $9.4 million as of March 31, 2023 and December 31, 2021, respectively. The amount available on the revolver as of March 31, 2023 and December 31, 2022 was approximately $79.2 million and $80.6 million, respectively.
Deferred Financing Costs
In connection with the issuance of the 2021 Credit Agreement term loan, we incurred debt issuance costs of $21.7 million on date of issuance. In accordance with accounting for debt issuance costs, we recognize and present deferred finance costs associated with non-revolving debt and financing obligations as a reduction from the face amount of related indebtedness in our Condensed Consolidated Balance Sheets.
In connection with the issuance of the 2021 Credit Agreement revolving line of credit, we incurred debt issuance costs of $1.8 million. We recognize and present debt issuance costs associated with revolving debt arrangements as an asset and include the deferred finance costs within other assets on our Condensed Consolidated Balance Sheets. We amortize all debt issuance costs over the life of the related indebtedness.
For the three month periods ended March 31, 2023 and March 31, 2022, we incurred approximately $3.5 million (including a $2.6 million loss on debt extinguishment for the $125.0 million early debt repayment) and $1.0 million, respectively, of amortization expense of the deferred financing costs.
Canadian Financial Institution - In May 2019, the Company entered into a credit agreement for C$1.7 million ($1.3 million) with a Canadian financial institution that matures in April 2039. The note bears annual interest at 4.69 %. The credit agreement is secured by the facility acquired using the funds obtained.
Overdraft Facilities
The Company has overdraft facilities with certain German and French financial institutions. As of March 31, 2023 and December 31, 2022, there were no
Accounts Receivable Sales Agreement
We are party to an agreement to sell short-term receivables from certain qualified customer trade accounts to an unaffiliated French financial institution without recourse. Under this agreement, the Company can sell up to €12.1 million ($13.1 million) and €12.1 million ($13.0 million) as of March 31, 2023 and December 31, 2022, respectively, of eligible accounts receivables. The accounts receivable under this agreement are sold at face value and are excluded from the consolidated balance if revenue has been recognized on the related receivable. When the related revenue has not been recognized on the receivable the Company considers the accounts receivable to be collateral for short-term borrowings. As of March 31, 2023 and December 31, 2022, there was no amount and approximately $0.1 million, respectively, outstanding under these arrangements included as Other in the Borrowings table above.
Total costs associated with this arrangement were immaterial for the periods presented and are included in selling, general and administrative expense in the Condensed Consolidated Statements of Operations.
Performance Bonds and Other Credit Facilities
The Company has entered into various line of credit arrangements with local banks in France and Germany. These arrangements provide for the issuance of documentary and standby letters of credit of up to €61.7 million ($67.2 million) and €63.6 million ($68.1 million), as of March 31, 2023 and December 31, 2022, respectively, subject to certain local restrictions. As of March 31, 2023 and December 31, 2022, there were €42.0 million ($45.7 million) and €43.3 million ($46.3 million), respectively, of the lines had been utilized to guarantee documentary and standby letters of credit, with interest rates ranging from 0.5 % to 2.0 %. In addition, the Company posts performance bonds with irrevocable letters of credit to support certain contractual obligations to customers for equipment delivery. These letters of credit are supported by restricted cash accounts, which totaled $1.8 million and $1.5 million as of March 31, 2023 and December 31, 2022, respectively.
20
At March 31, 2023, contractual principal payments of total third-party borrowings are as follows (in millions):
| Remainder of 2023 | $ | ||||
| Fiscal year ending December 31: | |||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| Thereafter | |||||
| Gross Payments | |||||
| Unamortized debt issuance costs | ( |
||||
| Total third-party borrowings, net of debt issuance costs | $ | ||||
10. Leased Assets
The Company primarily leases certain logistics, office, and manufacturing facilities, as well as vehicles, copiers and other equipment. These operating leases generally have remaining lease terms between 1 month and 30 years, and some include options to extend (generally 1 to 10 years). The exercise of lease renewal options is at the Company’s discretion. The Company evaluates renewal options at lease inception and on an ongoing basis, and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Lease agreements generally do not require material variable lease payments, residual value guarantees or restrictive covenants.
The table below presents the locations of the operating lease assets and liabilities on the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022, respectively (in millions):
| Balance Sheet Line Item | March 31, 2023 | December 31, 2022 | |||||||||||||||
| Operating lease assets | Operating lease right-of-use assets | $ | $ | ||||||||||||||
| Financing lease assets | $ | $ | |||||||||||||||
| Operating lease liabilities: | |||||||||||||||||
| Current operating lease liabilities | Current operating lease liabilities | $ | $ | ||||||||||||||
| Non-current operating lease liabilities | Operating lease liability, non-current | ||||||||||||||||
| Liabilities held for sale | Accrued expenses and other current liabilities | ||||||||||||||||
| Total operating lease liabilities: | $ | $ | |||||||||||||||
| Financing lease liabilities: | |||||||||||||||||
| Current financing lease liabilities | $ | $ | |||||||||||||||
| Non-current financing lease liabilities | |||||||||||||||||
| Total financing lease liabilities: | $ | $ | |||||||||||||||
The depreciable lives are limited by the expected lease term for operating lease assets and by shorter of either the expected lease term or economic useful life for financing lease assets.
The Company’s leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring the lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease within a particular currency environment. The Company used incremental borrowing rates as of July 1, 2021 for leases that commenced prior to that date.
21
The Company’s weighted average remaining lease term and weighted average discount rate for operating leases as of March 31, 2023 and December 31, 2022, respectively, are:
| March 31, 2023 | December 31, 2022 | |||||||||||||
| Operating leases | ||||||||||||||
| Weighted average remaining lease term (in years) | ||||||||||||||
| Weighted average discount rate | % | % | ||||||||||||
The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable operating leases with terms of more than one year to the total lease liabilities recognized on the Condensed Consolidated Balance Sheets as of March 31, 2023 (in millions):
| Fiscal year ending December 31: | |||||
| 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 and thereafter | |||||
| Total undiscounted future minimum lease payments | |||||
| Less: Imputed interest | ( |
||||
| Total operating lease liabilities | $ | ||||
For the three months ended March 31, 2023 and March 31, 2022, operating lease costs (as defined under ASU 2016-02) were $2.7 million and $2.6 million, respectively. Operating lease costs are included within costs of goods sold, selling, general and administrative, and research and development expenses on the consolidated statements of income and comprehensive income. Short-term lease costs, variable lease costs and sublease income were not material for the periods presented.
Cash paid for amounts included in the measurement of operating lease liabilities was $2.6 million and $2.9 million for the three months ended March 31, 2023 and March 31, 2022, respectively, and this amount is included in operating activities in the condensed consolidated statements of cash flows. Operating lease assets obtained in exchange for new operating lease liabilities were $0.2 million and $0.9 million for the three months ended March 31, 2023 and March 31, 2022, respectively.
11. Commitments and Contingencies
Unconditional Purchase Obligations
The Company has entered into certain long-term unconditional purchase obligations with suppliers. These agreements are non-cancellable and specify terms, including fixed or minimum quantities to be purchased, fixed or variable price provisions, and the approximate timing of payment. As of March 31, 2023, unconditional purchase obligations were as follows (in millions):
| Fiscal year ending December 31: | |||||
| 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 and thereafter | |||||
| Total | $ | ||||
Litigation
22
12. Income Taxes
23
13. Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows
Supplemental cash flow information and schedules of non-cash investing and financing activities (in millions):
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash Paid For: | |||||||||||
| Cash paid for interest, net | $ | $ | |||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| Non-Cash Investing and Financing Activities: | |||||||||||
| Property, plant, and equipment purchases in accounts payable | $ | $ | |||||||||
| Acquisition purchases in accrued expense and other liabilities | $ | $ | |||||||||
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balances Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows (in millions).
| March 31, 2023 | December 31, 2022 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash—current | |||||||||||
| Restricted cash—non-current | |||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | |||||||||
Amounts included in restricted cash represent funds with various financial institutions to support performance bonds with irrevocable letters of credit for contractual obligations to certain customers.
14. Stock-Based Compensation
Stock-based compensation is awarded to employees and directors of the Company and accounted for in accordance with ASC 718, "Compensation—Stock Compensation". Stock-based compensation expense is recognized for equity awards over the vesting period based on their grant-date fair value. Stock-based compensation expense is included within the same financial statement caption where the recipient’s other compensation is reported. The Company accounts for forfeitures as they occur. The Company uses various forms of long-term incentives including, but not limited to restricted stock units ("RSUs") and performance-based restricted units ("PSUs"), provided that the granting of such equity awards is in accordance with the Company's 2021 Omnibus Incentive Plan (the "2021 Plan") as filed on Form S-8 with the SEC on December 27, 2021.
2021 Omnibus Incentive Plan
We adopted and obtained stockholder approval at the special meeting of the stockholders on October 19, 2021 of the 2021 Plan. We initially reserved 19,952,329 shares of our Class A common stock for issuance pursuant to awards under the 2021 Plan. The total number of shares of our Class A common stock available for issuance under the 2021 Plan will be increased on the first day of each fiscal year following the date on which the 2021 Plan was adopted in an amount equal to the least of (i) three percent (3 %) of the outstanding shares of Class A common stock on the last day of the immediately preceding fiscal year, (ii) 9,976,164 shares of Class A common stock and (iii) such number of shares of Class A common stock as determined by the Committee (as defined and designated under the 2021 Plan) in its discretion. Pursuant to these automatic increase provisions, the number of shares of our Class A common stock reserved for issuance pursuant to awards under the 2021 Plan increased to 31,946,993 shares at January 1, 2023. Any employee, director or consultant of the Company or any of its subsidiaries or affiliates is eligible to receive an award under the 2021 Plan, to the extent that an offer of such award is permitted by applicable law, stock market or exchange rules, and regulations or accounting or tax rules and regulations. The 2021 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, PSUs, other share-based awards, or any combination thereof. Each award will be set forth in a separate grant notice or agreement and will indicate the type and terms and conditions of the award.
The purpose of the 2021 Plan is to motivate and reward employees and other individuals to perform at their highest level and contribute significantly to the success of the Company. During the three months ended March 31, 2023, the Company granted 695,351 RSUs and 233,165 PSUs to certain members of the Company's employees. The RSUs granted to
24
employees are subject to service vesting conditions with one-third of each award vesting on the anniversary of the grant date such that all awards are fully vested after (3) years. The expense will be recognized on a straight-line basis over the related service period for each tranche of awards. The PSUs are subject to service and performance/market vesting conditions and allow a maximum issuance of shares of our Class A common stock of up to 200 % of the granted PSUs based on the Company meeting certain established thresholds. The recipient will generally forfeit all of the awards if the recipient is no longer providing services to the Company before the end of the performance measurement period on December 31, 2025. Fifty percent (50 %) of the PSU awards shall vest based on a market condition determined by the Company’s relative total shareholder return (TSR) during the performance period of January 1, 2023 to December 31, 2025, measured as a comparative percentile to the Company’s peers in the Russell 2000 Industrials index with interpolated achievement levels of: (i) 0 % if the TSR percentile is below the 30th percentile level, (ii) between 50 % and 100 % if the TSR percentile is at least at the 30th percentile level and up to the 55th percentile level and (iii) between 100 % and 200 % if the TSR percentile is at least at the 56th percentile level and up to the 80th percentile level (or above the 80th percentile level with 200 % being the maximum). The remaining fifty percent (50 %) of the PSU awards shall vest based on performance condition determined by the Company’s organic revenue growth percentage as measured from January 1, 2025 to December 31, 2025 as compared with January 1, 2023 to December 31, 2023 with interpolated achievement levels of (i) 0 % if the organic growth revenue percentage is less than 3.0 %, (ii) between 50 % and 100 % if the organic revenue growth percentage is at least 3.0 % and up to 5.0 % and (iii) between 100 % and 200 % if the organic revenue growth percentage is at least 5.0 % and up to 7.0 % (or above 7.0 % but with 200 % being the maximum).
There were no new grants during the three months ended March 31, 2022.
During the three months ended March 31, 2023, $1.6 million of stock-based compensation expense was recorded, of which $0.2 million was related to non-employee directors. During the three months ended March 31, 2022, $1.0 million of stock-based compensation expense was recorded, of which $0.2 million was related to non-employee directors.
In addition, during the three months ended March 31, 2023 and 2022, certain members of the Company's Directors elected to receive their quarterly retainer fees in the form of shares of Class A common stock. As such, the Company recorded related stock-based compensation expense of $0.1 million and $0.1 million for the three months ended March 31, 2023 and 2022, respectively.
Profits Interests
In conjunction with entering into the Business Combination Agreement, on June 17, 2021 the Sponsor 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 Profits Interests are intended to be treated as profits interests for U.S. income tax purposes, pursuant to which Messrs. Logan, Schopfer and Kingsley will have an indirect interest in the founder shares held by the Sponsor.
The Profits Interests are subject to service vesting conditions and market vesting conditions. Fifty percent (50 %) of the Profits Interests granted to each of Messrs. Logan and Schopfer service-vest on each of the second and third anniversaries of the Closing, and fifty percent (50 %) of the Profits Interests granted to Mr. Kingsley service-vest on each of the first and second anniversaries of the Closing), subject in each case to the continuous service of the grantee on such date. The market vesting conditions require that the price per share of Mirion's Class A common stock must meet or exceed certain established thresholds for 20 out of 30 trading days before the fifth anniversary of the Closing Date). The expense will be recognized on a straight-line basis over the related service period for each tranche of awards.
Of the Profits Interests, 3.2 million have a market vesting threshold price of $12 per share of Mirion Class A common stock, 2.0 million have a threshold price of $14 per share of Mirion Class A common stock, and 3.0 million have a threshold price of $16 per share of Mirion Class A common stock.
During the three months ended March 31, 2023 and 2022, $4.0 million and $6.8 million of stock-based compensation expense was recorded, respectively. No new Profit Interests were issued during the three months ended March 31, 2023 and 2022.
15. Related-Party Transactions
Founder Shares
As of the closing of the Business Combination, the Sponsor owned 18,750,000 shares of Class B common stock the ("Founder Shares") which automatically converted into 18,750,000 shares of Class A common stock at the closing of the Business Combination. The Founder Shares, are subject to certain vesting and forfeiture conditions and transfer
25
restrictions, including performance vesting conditions under which the price per share of Mirion's Class A common stock must meet or exceed certain established thresholds of $12 , $14 , or $16 per share for 20 out of 30 trading days before the fifth anniversary of the Closing Date of the Business Combination). The Founder Shares will be forfeited to the Company for no consideration if they fail to vest before October 20, 2026.
Private Placement Warrants
The Sponsor purchased an aggregate of 8,500,000 private placement warrants (the "Private Placement Warrants") at a price of $2.00 per whole warrant ($17.0 million in the aggregate) in a private placement (the “Private Placement”) that closed concurrently with the closing of GSAH's initial public offering (the "IPO"). Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment in certain circumstances, including upon the occurrence of certain reorganization events. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.
The Private Placement Warrants are accounted for as liabilities as they contain terms and features that do not qualify for equity classification under ASC 815. See Note 17, Fair Value Measurements, for the fair value of the Private Placement Warrants at March 31, 2023.
Profits Interests
In connection with the Business Combination Agreement, the Sponsor issued 8,100,000 Profits Interests to certain individuals affiliated with or expected to be affiliated with Mirion after the Business Combination. The holders of the Profits Interests will have an indirect interest in the Founder Shares held by the Sponsor. The Profits Interests are subject to service and performance vesting conditions, including the occurrence of the Closing, and do not fully vest until all of the applicable conditions are satisfied. In addition, the Profits Interests are subject to certain forfeiture conditions. See Note 14, Stock-Based Compensation, for further detail regarding the Profits Interests.
Registration Rights
The holders of the Founder Shares and Private Placement Warrants are entitled to registration rights to require the Company to register the resale of any the Founder Shares and the shares underlying the Private Placement Warrants upon exercise pursuant to the Amended and Restated Registration Rights Agreement dated October 20, 2021 (the "RRA"). These holders are also entitled to certain piggyback registration rights. The RRA also includes customary indemnification and confidentiality provisions. The Company will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the RRA, including those expenses incurred in connection with the shelf-registration statement on Form S-1 filed on October 27, 2021 and declared effective on November 2, 2021.
Charterhouse Capital Partners LLP
The Company had entered into agreements with its primary pre-Business Combination investor, Charterhouse Capital Partners LLP ("CCP"), which obligated the Company to pay certain expenses in support of any secondary market offerings of its remaining shares owned after the Business Combination. During the three months ended March 31, 2023, $0.6 million of expenses were recorded.
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16. Segment Information
The following table summarizes select operating results for each reportable segment (in millions).
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Revenues | |||||||||||
| Medical | $ | $ | |||||||||
| Industrial | |||||||||||
| Consolidated Revenues | $ | $ | |||||||||
| Segment Income (Loss) from Operations | |||||||||||
| Medical | $ | $ | ( |
||||||||
| Industrial | ( |
||||||||||
| Total Segment Income (Loss) from Operations | ( |
||||||||||
| Corporate and other | ( |
( |
|||||||||
| Consolidated Loss from Operations | $ | ( |
$ | ( |
|||||||
Beginning January 1, 2023, the Company began measuring segment performance to include the impact of expenses identified as non-operating. Previously, these expenses would have been included with Corporate and other. Segment income (loss) from operations for the three months ended March 31, 2022 has been adjusted for comparability.
The Company’s assets by reportable segment were not included, as this information is not reviewed by, nor otherwise provided to, the chief operating decision maker to make operating decisions or allocate resources.
The following details revenues by geographic region. Revenues generated from external customers are attributed to geographic regions through sales from site locations (i.e., point of origin) (in millions).
| Revenues | |||||||||||
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| North America | |||||||||||
| Medical | $ | $ | |||||||||
| Industrial | |||||||||||
| Total North America | |||||||||||
| Europe | |||||||||||
| Medical | |||||||||||
| Industrial | |||||||||||
| Total Europe | |||||||||||
| Asia Pacific | |||||||||||
| Medical | |||||||||||
| Industrial | |||||||||||
| Total Asia Pacific | |||||||||||
| Total revenues | $ | $ | |||||||||
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The following details revenues by timing of recognition (in millions):
| Revenues | |||||||||||
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Point in time | $ | $ | |||||||||
| Over time | |||||||||||
| Total revenues | $ | $ | |||||||||
The following details revenues by product category (in millions):
| Revenues | |||||||||||
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Medical segment: | |||||||||||
| Medical | $ | $ | |||||||||
| Industrial segment: | |||||||||||
| Reactor Safety and Control Systems | |||||||||||
| Radiological Search, Measurement, and Analysis Systems | |||||||||||
| Total revenues | $ | $ | |||||||||
17. Fair Value Measurements
The Company applies fair value accounting to all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The fair value of the Company’s cash and cash equivalents, restricted cash, accounts receivable, and other current assets and liabilities approximates their carrying amounts due to the relatively short maturity of these items. The fair value of third-party notes payable approximates the carrying value because the interest rates are variable and reflect market rates.
Fair Value of Financial Instruments
The Company categorizes assets and liabilities recorded at fair value in the Condensed Consolidated Balance Sheets based upon the level of judgment associated with inputs used to measure their fair value. It is not practicable due to cost and effort for the Company to estimate the fair value of notes issued to related parties primarily due to the nature of their terms relative to the entity’s capital structure.
Assets and liabilities carried at fair value are valued and disclosed in one of the following three levels of the valuation hierarchy:
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs are quoted prices in active markets for similar assets or liabilities or inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Inputs are unobservable and require significant management judgment or estimation.
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The following table summarizes the financial assets and liabilities of the Company that are measured at fair value on a recurring basis (in millions):
| Fair Value Measurements at March 31, 2023 | |||||||||||||||||
| Level 1 | Level 2 | Level 3 | |||||||||||||||
| Assets | |||||||||||||||||
| Cash, cash equivalents, and restricted cash | $ | $ | $ | ||||||||||||||
| Discretionary retirement plan | $ | $ | $ | ||||||||||||||
| Accrued interest receivable on cross-currency rate swaps | |||||||||||||||||
| Liabilities | |||||||||||||||||
| Discretionary retirement plan | $ | $ | $ | ||||||||||||||
| Public warrants | $ | $ | $ | ||||||||||||||
| Private placement warrants | $ | $ | $ | ||||||||||||||
| Cross-currency rate swaps (Note 18) | $ | $ | $ | ||||||||||||||
| Fair Value Measurements at December 31, 2022 | |||||||||||||||||
| Level 1 | Level 2 | Level 3 | |||||||||||||||
| Assets | |||||||||||||||||
| Cash, cash equivalents, and restricted cash | $ | $ | $ | ||||||||||||||
| Discretionary retirement plan | $ | $ | $ | ||||||||||||||
| Accrued interest receivable on cross-currency rate swaps | $ | $ | $ | ||||||||||||||
| Liabilities | |||||||||||||||||
| Discretionary retirement plan | $ | $ | $ | ||||||||||||||
| Public warrants | $ | $ | $ | ||||||||||||||
| Private placement warrants | $ | $ | $ | ||||||||||||||
| Cross-currency rate swaps (Note 18) | $ | $ | $ | ||||||||||||||
The cross-currency rate swaps the Company entered into in the year ended December 31, 2022 are not exchange traded instruments. Their fair value is determined using the cash flows of the swap contracts, discount rates to account for the passage of time, current foreign exchange market data and credit risk, which are all based on inputs readily available in public markets and categorized as Level 2 fair value hierarchy measurements.
As of March 31, 2023 and December 31, 2022, the fair value of Public Warrants issued in connection with GSAH's IPO have been measured based on the listed market price of such Public Warrants, a Level 1 measurement.
As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, we determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
For the three months ended March 31, 2023, the Company recognized an unrealized loss resulting from an increase in the fair value of the warrant liabilities of $13.4 million, which is presented in the Condensed Consolidated Statements of Operations as change in fair value of warrant liabilities.
Nonrecurring Basis Fair Value Measurements
There are nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis such as assets and liabilities held for sale. The fair value of assets held for sale was measured on a non-recurring basis based on the lower of the carrying amount or fair value less cost to sell. The fair value measurement was categorized as Level 3, as the fair values utilize significant unobservable inputs. See Note 3, Assets and Liabilities Held for Sale for further details.
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18. Derivatives and Hedging
The Company's policy requires that derivatives are used solely for managing risks and not for speculative purposes. As a result of the Company’s European operations, the Company is exposed to fluctuations in exchange rates between EURO and USD. As such, the Company entered into cross-currency rate swaps during the year ended December 31, 2022 to manage currency risks related to our investments in foreign operations.
All derivative instruments are carried at fair value in our Condensed Consolidated Balance Sheets. The following table presents the fair values of the Company’s derivative instruments that were designated and qualified as part of a hedging relationship (in millions):
Fair Value (1)
|
||||||||||||||||||||
| Derivatives Designated as Hedging Instruments | Balance Sheet Location | March 31, 2023 | December 31, 2022 | |||||||||||||||||
| Assets: | ||||||||||||||||||||
| Accrued Interest Receivable on Cross-Currency Rate Swaps | Prepaid expenses and other currents assets | $ | $ | |||||||||||||||||
| Total assets | $ |
|
$ |
|
||||||||||||||||
| Liabilities: | ||||||||||||||||||||
| Cross-Currency Rate Swaps | Other non-current liabilities | $ | $ | |||||||||||||||||
| Total liabilities | $ |
|
$ |
|
||||||||||||||||
(1) Refer to Note 17, Fair Value Measurements for additional information related to the estimated fair value.
| ||||||||||||||||||||
Counterparty Credit Risk
Outstanding financial derivative instruments expose the Company to credit loss in the event of nonperformance by the counterparties to the derivative agreements. The Company's credit exposure related to these financial instruments is represented by the notional amount of the hedging instruments. The Company manages its exposure to counterparty credit risk through minimum credit standards, diversification of counterparties, and procedures to monitor concentrations of credit risk. The Company's derivative instruments are with financial institutions of investment grade or better. Counterparty credit risk will be monitored through periodic review of counterparty bank’s credit ratings and public financial filings. Based on these factors, the Company considers the risk of counterparty default to be minimal.
Hedges of Net Investments in Foreign Operations Strategy
The Company uses fixed-to-fixed cross-currency rate swaps ("CCRS") to protect the net investment on pre-tax basis in the Company’s EUR-denominated operations against changes in spot exchange rates. For derivative financial instruments that are designated and qualify as hedges of net investments in foreign operations, the changes in the fair values of the derivative financial instruments are recognized in net investment hedges adjustments, a component of accumulated other comprehensive loss ("AOCL"), to offset the changes in the values of the net investments being hedged. Any ineffective portions of net investment hedges are reclassified from AOCL into earnings during the period of change.
The following table summarizes the notional values and pretax impact of changes in the fair values of instruments designated as net investment hedges (in millions):
| Notional Amount | Gain (Loss) Recognized in AOCL | ||||||||||||||||||||||
| As of | Three Months Ended March 31, 2023 |
Three Months Ended March 31, 2022 |
|||||||||||||||||||||
| March 31, 2023 | December 31, 2022 | ||||||||||||||||||||||
| Cross-currency rate swaps | € | € | $ | ( |
$ | ||||||||||||||||||
| Total | € | € | $ | ( |
$ |
|
|||||||||||||||||
30
19. Loss Per Share
A reconciliation of the numerator and denominator used in the calculation of basic and diluted loss per common share is as follows (in millions, except per share amounts):
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net loss attributable to Mirion Technologies, Inc. shareholders | $ | ( |
$ | ( |
|||||||
| Weighted average common shares outstanding – basic and diluted | |||||||||||
| Net loss per common share attributable to Mirion Technologies, Inc. — basic and diluted | $ | ( |
$ | ( |
|||||||
| Anti-dilutive employee share-based awards, excluded | |||||||||||
Net loss per share of common stock is computed using the two-class method required for multiple classes of common stock and participating securities based upon their respective rights to receive dividends as if all income for the period has been distributed. Basic loss per share is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding, adjusted for the outstanding non-vested shares. Diluted loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company incurred a net loss for the three months ended March 31, 2023 and 2022, respectively; therefore, none of the potentially dilutive common shares were included in the diluted share calculations for those periods as they would have been anti-dilutive.
Upon the closing of the Business Combination, the following classes of common stock were considered in the loss per share calculation.
Class A Common Stock
Holders of shares of our Class A common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our Class A common stock do not have cumulative voting rights in the election of directors. Holders of shares of our Class A common stock are entitled to receive dividends when and if declared by the Company's Board of Directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of our Class A common stock will be entitled to receive pro rata our remaining assets available for distribution. Class A common stock issued and outstanding is included in the Company’s basic loss per share calculation, with the exception of Founder Shares discussed below.
Class B Common Stock
Holders of shares of our Class B common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. If at any time the ratio at which shares of IntermediateCo Class B common stock are redeemable or exchangeable for shares of our Class A common stock changes from one-for-one as the number of votes to which our Class B common stockholders are entitled will be adjusted accordingly. The holders of our Class B common stock do not have cumulative voting rights in the election of directors. Except for transfers to us or to certain permitted transferees set forth in the IntermediateCo certificate of incorporation, paired interests may not be sold, transferred or otherwise disposed of.
Holders of shares of our Class B common stock are not entitled to economic interests in us or to receive dividends or to receive a distribution upon our liquidation or winding up. However, if IntermediateCo makes distributions to us other than solely with respect to our Class A common stock, the holders of paired interests will be entitled to receive distributions pro rata in accordance with the percentages of their respective shares of IntermediateCo Class B common stock.
Our Class B common stock has voting rights but no economic interest in the Company and therefore are excluded from the calculation of basic and diluted earnings per share.
31
Warrants
As described above, the Company has outstanding warrants to purchase up to 27,249,779 shares of Class A common stock. One whole warrant entitles the holder thereof to purchase one share of Mirion Class A common stock at a price of $11.50 per share. The Company’s warrants are not included in the Company’s calculation of basic loss per share and are excluded from the calculation of diluted loss per share because their inclusion would be anti-dilutive.
Founder Shares
Founder shares are subject to certain vesting events and forfeit if a required vesting event does not occur within five years of the closing of the Business Combination. The founder shares are 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. Holders of the founder shares are entitled to vote such founder shares and receive dividends and other distributions with respect to such founder shares prior to vesting, but such dividends and other distributions with respect to unvested founder shares will be set aside by the Company and shall only be paid to the holders of the founder shares upon the vesting of such founder shares.
As the holders of the founder shares are not entitled to participate in earnings unless the vesting conditions are met, the 18,750,000 founders shares have been excluded from the calculation of basic earnings per share. The founders shares are also excluded from the calculation of diluted earnings per share because their inclusion would be anti-dilutive.
Stock-Based Awards
20. Restructuring
The Company incurs costs associated with restructuring initiatives intended to improve operating performance, profitability, and working capital levels. Actions associated with these initiatives may include improving productivity, workforce reductions, and the consolidation of facilities.
As of March 31, 2023, the Company has identified restructuring actions which will result in additional charges of approximately $1.1 million, primarily in the next 12 months.
Future Estimated Restructuring Expense by Segment (in millions)
| ||||||||||||||||||||
| Medical | Industrial | Corporate | Total | |||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
32
The Company’s restructuring expenses are comprised of the following (in millions):
| Three Months Ended March 31, 2023 | |||||||||||||||||
| Cost of revenue | Selling, general and administrative |
Total | |||||||||||||||
| Severance and employee costs | $ | $ | $ | ||||||||||||||
Other(1)
|
|||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| Three Months Ended March 31, 2022 | |||||||||||||||||
| Cost of revenue | Selling, general and administrative |
Total | |||||||||||||||
| Severance and employee costs | $ | $ | $ | ||||||||||||||
Other(1)
|
|||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
The following table summarizes restructuring expenses for each reportable segment (in millions):
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Restructuring expenses: | |||||||||||
| Medical | $ | $ | |||||||||
| Industrial | |||||||||||
| Corporate and other | |||||||||||
| Total | $ |
|
$ |
|
|||||||
The following table summarizes the changes in the Company’s accrued restructuring balance, which are included in Accrued expenses and other current liabilities in the accompanying Condensed Consolidated Balance Sheets (in millions).
| Balance at December 31, 2022 | $ |
|
|||
| Restructuring charges | |||||
| Payments | ( |
||||
| Adjustments | |||||
| Balance at March 31, 2023 | $ |
|
|||
21. Noncontrolling Interests
On October 20, 2021, Mirion Technologies, Inc. consummated its previously announced Business Combination pursuant to the Business Combination Agreement.
Before the Closing of the Business Combination, the Sellers had the option to elect to have their equity consideration issued as either shares of Class A common stock or Paired Interests. The Sellers receiving shares of Class B common stock also received one share of IntermediateCo Class B common stock per share of Class B common stock as a Paired Interest. Each of the shares of Class A common stock and each Paired Interest were valued at $10.00 per share for purposes of determining the aggregate number of shares issued to the Sellers. Holders of shares of our Class B common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. If at any time the ratio at which shares of IntermediateCo Class B common stock are redeemable or exchangeable for shares of the Company’s our Class A common stock changes from one-for-one,
33
as the number of votes to which our Class B common stockholders are entitled will be adjusted accordingly. The holders of our the Company’s Class B common stock do not have cumulative voting rights in the election of directors. Except for transfers to us or to certain permitted transferees set forth in the IntermediateCo certificate of incorporation, paired interests may not be sold, transferred or otherwise disposed of.
The holders of IntermediateCo Class B common stock have the right to require IntermediateCo to redeem all or a portion of their IntermediateCo Class B common stock for, at the Company’s election, (1) newly issued shares of the Company’s Class A common stock on a one-for-one basis or (2) a cash payment equal to the product of the number of shares of IntermediateCo Class B common stock subject to redemption and the arithmetic average of the closing stock prices for a share of the Company’s Class A common stock for each of three (3) consecutive full trading days ending on and including the last full trading day immediately prior to the date of redemption (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). This redemption right became available upon the expiration of certain lockup restrictions on April 18, 2022.
At the Closing Date, the Company owned 100 % of the voting shares (Class A) of IntermediateCo and approximately 96 % of the non-voting Class B shares of IntermediateCo. The Company recognized noncontrolling interests for the 8,560,540 shares, representing approximately 4 % of the non-voting Class B shares, of IntermediateCo that were not attributable to the Company. After conversions subsequent to the Business Combinations through the end of the current quarter, the Company recognized noncontrolling interests for 7,847,333 shares, representing the 3.5 % of the non-voting Class B shares of IntermediateCo, that are not attributable to the Company.
22. Accumulated Other Comprehensive Loss / Income
The components of accumulated other comprehensive loss, net of tax, consist of the following (in millions):
| March 31, 2023 | December 31, 2022 | ||||||||||
| Cumulative foreign currency translation adjustment, net of tax | $ | ( |
$ | ( |
|||||||
| Unrealized gain (loss) on pension and postretirement benefit plans, net of tax | |||||||||||
| Unrealized loss on net investment hedges, net of tax | ( |
( |
|||||||||
| Less: cumulative loss attributable to noncontrolling interests | ( |
( |
|||||||||
| Accumulated other comprehensive (loss) income | $ | ( |
$ | ( |
|||||||
23. Subsequent Events
34
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of Mirion’s financial condition and results of operations together with the unaudited condensed consolidated financial statements and related notes of Mirion Technologies, Inc. that are included elsewhere in this Quarterly Report on Form 10-Q as well as our audited consolidated financial statements and the notes related thereto for the year ended December 31, 2022 that are included in our Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section entitled “Risk Factors” included in this Quarterly Report on Form 10-Q as well as Annual Report on Form 10-K. Unless the context otherwise requires, references in this section to “we,” “us,” “our,” “Mirion” and “the Company” refer to the business and operations of Mirion Technologies TopCo, Ltd. and its consolidated subsidiaries prior to the Business Combination and to Mirion and its consolidated subsidiaries, following the consummation of the Business Combination. Unless the context otherwise requires or unless otherwise specified, all dollar amounts in this section are in millions.
Overview
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 exploration.
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 shielding, 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 for new build, maintenance, decontamination and decommission, and equipment for monitoring and control during fuel dismantling and remote environmental monitoring.
We manage and report results of operations in two business segments: Medical and Industrial.
•Our revenues were $182.1 million for the three months ended March 31, 2023 and $163.2 million for the three months ended March 31, 2022, of which 36.5% and 36.8% were generated in the Medical segment for the three months ended March 31, 2023 and 2022, respectively, and 63.5% and 63.2% were generated in the Industrial segment for the three months ended March 31, 2023 and 2022, respectively.
•Backlog (representing committed but undelivered contracts and purchase orders, including funded and unfunded government contracts) was $740.8 million and $737.4 million as of March 31, 2023, and December 31, 2022, respectively.
On May 1, 2023, we announced that the Industrial segment has been rebranded as Mirion Technologies.
Key Factors Affecting Our Performance
We believe that our business and results of operations and financial condition may be impacted in the future by various trends and conditions, including the following:
•The Russia-Ukraine Conflict—The Russia-Ukraine conflict has impacted and may continue to impact us, 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, or disputes regarding, customer projects.
•Inflation and Interest Rates—The Russia-Ukraine conflict and other geopolitical conflicts, as well as the related international response, have contributed to inflationary pressures which we expect to continue. We actively monitor, evaluate and respond to developments relating to operational challenges in an inflationary environment. Global supply chain disruptions and the higher inflationary environment remain unpredictable and our past results may not be indicative of future performance. In addition, the increase in interest rates, has in turn led to increases in the interest rates applicable to our indebtedness and increased our debt service costs, a trend which we expect to continue if interest rates continue to rise.
•Other Financial Risks—Our business and financial statements can be adversely affected by foreign currency exchange rates, changes in our tax rates (including as a result of changes in tax laws) or income tax liabilities/
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assessments, changes in interest rates, recognition of impairment charges for our goodwill or other intangible assets and fluctuations in the cost and availability of commodities.
•Tariffs or Sanctions—The United States imposes tariffs on imports from China and other countries, which has resulted 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.
•Medical End Market Trends—Growth and operating results in our Medical segment are impacted by:
•Changes to global regulatory standards, including new or expanded standards;
•Increased focus on healthcare safety;
•Changes to healthcare reimbursement;
•Potential budget constraints in hospitals and other healthcare providers;
•Medical/lab dosimetry growth supported by growing and aging demographics, increased number of healthcare professionals, and penetration of radiation therapy/diagnostics; and
•Medical radiation therapy quality assurance (“RT QA”) growth driven by growing and aging population demographics, low penetration of RT QA technology in emerging markets, and increased adoption of advanced software and hardware solutions for improved outcomes and administrative and labor efficiencies.
•Strategic Transactions —A large driver of our historical growth has been the acquisition and integration of related businesses. Our ability to integrate, restructure, and leverage synergies of these businesses will impact our operating results over time. We also divest businesses which could also impact our operating results from time to time.
•Environmental Objectives of Governments—Growth and operating results in our Industrial segment are impacted by environmental policy decisions made by governments in the countries where we operate. Our nuclear power customers may benefit from decarbonization efforts given the relatively low carbon footprint of nuclear power to other existing energy sources. In addition, decisions by governments to build new power plants or decommission existing plants can positively and negatively impact our customer base.
•Government Budgets—While we believe that we are poised for growth from governmental customers in both of our segments, our revenues and cash flows from government customers are influenced, particularly in the short-term, by budgetary cycles. This impact can be either positive or negative.
•Nuclear New Build Projects—A portion of our backlog is driven by contracts associated with the construction of new nuclear power plants. These contracts can be long-term in nature and provide us with a strong pipeline for the recognition of future revenues in our Industrial segment. We perform our services and provide our products at a fixed price for certain contracts. Fixed-price contracts carry inherent risks, including risks of losses from underestimating costs, operational difficulties and other changes that may occur over the contract period. If our cost estimates for a contract are inaccurate or if we do not execute the contract within our cost estimates, we may incur losses or the contract may not be as profitable as we expected. In addition, even though some of our longer-term contracts contain price escalation provisions, such provisions may not fully provide for cost increases, whether from inflation, the cost of goods and services to be delivered under such contracts or otherwise.
•Research and Development—A portion of our operating expenses is associated with research and development activities associated with the design of new products. Given the specific design and application of certain of these products, there is some risk that these costs will not result in successful products in the market. Further, the timing of these products can move and be challenging to predict.
•Global Risk—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 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.
•COVID-19—The COVID-19 pandemic affected revenue growth in certain of our businesses, primarily those serving our medical end markets, and it is uncertain how COVID-19 will continue to affect our global operations generally. The impact of COVID-19 on our customers has affected our sales operations in certain ways, including increased customer disputes regarding orders, delayed customer notices to proceed with production, delayed payment from customers and, on rare occasions, customers refusing to pay for their orders entirely. Further, access
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to customer sites for sales was limited in some cases. The extent and continuing duration of the impacts are dependent in part on customers returning to their offices and economic activity generally.
Non-GAAP Financial Measures
We report our financial results in accordance with generally accepted accounting principles in the United States. (“GAAP”). However, management believes certain non-GAAP financial measures provide investors and other users with additional meaningful information that should be considered when assessing our ongoing performance. Management also uses these non-GAAP financial measures in making financial, operating, and planning decisions, and in evaluating our performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our GAAP results. The non-GAAP financial measures we present may differ from similarly captioned measures presented by other companies. 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 to rely on any single financial measure to evaluate our business.
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 9 Borrowings. See the “Quarterly Results of Operations” section 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.
The following table present a reconciliation of certain non-GAAP financial measures for the three months ended March 31, 2023 and for the three months ended March 31, 2022.
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| Net loss | $ | (42.9) | $ | (19.0) | |||||||
| Interest expense, net | 14.9 | 7.9 | |||||||||
| Income tax (benefit) provision | (1.1) | (4.1) | |||||||||
| Amortization | 33.6 | 38.8 | |||||||||
| EBITA | $ | 4.5 | $ | 23.6 | |||||||
| Depreciation - Mirion Business Combination step-up | 1.6 | 1.6 | |||||||||
| Depreciation - all other | 6.2 | 4.6 | |||||||||
| EBITDA | $ | 12.3 | $ | 29.8 | |||||||
Stock-based compensation expense(1)(2)
|
5.6 | 7.8 | |||||||||
| Increase (decrease) in fair value of warrant liabilities | 13.4 | (19.9) | |||||||||
| Debt extinguishment | 2.6 | — | |||||||||
| Foreign currency (gain) loss, net | (0.3) | 1.5 | |||||||||
| Cost of revenues impact from inventory valuation purchase accounting | — | 6.3 | |||||||||
Non-operating expenses(3)(4)
|
3.0 | 9.4 | |||||||||
| Adjusted EBITDA | $ | 36.6 | $ | 34.9 | |||||||
(1)Stock-based compensation expense of $5.6 million for the three months ended March 31, 2023 includes $4.0 million of expense related to the issuance of Profits Interests to certain members of management and the board of directors and $1.6 million of expense related to the issuance of stock, RSU's, and PSU's to employees and directors.
(2)Stock-based compensation expense of $7.8 million for the three months ended March 31, 2022 includes $6.8 million of expense related to the issuance of Profits Interests to certain members of management and the board of directors and $1.0 million of expense related to the issuance of stock, RSU's, and PSU's to employees and directors.
(3)Pre-tax non-operating expenses of $3.0 million for the three months ended March 31, 2023 include $1.4 million of restructuring costs, $0.6 million of fees incurred in connection with a secondary offering made by affiliates of Charterhouse Capital Partners, our former majority stockholder, $0.5 million of costs to achieve information technology system integration and efficiency, $0.2 million in costs to achieve integration and operational synergies, $0.2 million related to the Business Combination and incremental one-time costs associated with becoming a public company, and $0.1 million of mergers and acquisition expenses
(4)Pre-tax non-operating expenses of $9.4 million for the three months ended March 31, 2022 include $3.6 million in costs to achieve integration and operational synergies, $2.8 million related to the Business Combination and incremental one-time costs associated with becoming public, $2.0 million of restructuring costs, and $1.0 million of costs to achieve information technology system integration and efficiency.
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| Three Months Ended March 31, 2023 | |||||||||||||||||||||||
| (In millions) | Medical | Industrial | Corporate & Other | Consolidated | |||||||||||||||||||
| Income from operations | $ | 0.7 | $ | 5.5 | $ | (19.8) | $ | (13.6) | |||||||||||||||
| Amortization | 13.9 | 19.7 | — | 33.6 | |||||||||||||||||||
| Depreciation - core | 3.9 | 2.2 | 0.1 | 6.2 | |||||||||||||||||||
| Depreciation - Mirion Business Combination step-up | 1.2 | 0.3 | 0.1 | 1.6 | |||||||||||||||||||
| Stock-based compensation | 0.1 | 0.2 | 5.3 | 5.6 | |||||||||||||||||||
| Non-operating expenses | 0.6 | 0.6 | 1.9 | 3.1 | |||||||||||||||||||
| Other Income / Expense | — | — | 0.1 | 0.1 | |||||||||||||||||||
| Adjusted EBITDA | $ | 20.4 | $ | 28.5 | $ | (12.3) | $ | 36.6 | |||||||||||||||
| Three Months Ended March 31, 2022 | |||||||||||||||||||||||
| (In millions) | Medical | Industrial | Corporate & Other | Consolidated | |||||||||||||||||||
| Income from operations | $ | (6.7) | $ | (2.5) | $ | (24.4) | $ | (33.6) | |||||||||||||||
| Amortization | 17.3 | 21.5 | — | 38.8 | |||||||||||||||||||
| Depreciation - core | 2.6 | 1.9 | 0.1 | 4.6 | |||||||||||||||||||
| Depreciation - Mirion Business Combination step-up | 1.2 | 0.4 | — | 1.6 | |||||||||||||||||||
| Cost of revenues impact from inventory valuation purchase accounting | 0.9 | 5.4 | — | 6.3 | |||||||||||||||||||
| Stock based compensation | 0.1 | 0.1 | 7.6 | 7.8 | |||||||||||||||||||
| Non-operating expenses | 3.2 | 1.1 | 5.1 | 9.4 | |||||||||||||||||||
| Adjusted EBITDA | $ | 18.6 | $ | 27.9 | $ | (11.6) | $ | 34.9 | |||||||||||||||
Our Business Segments
We manage and report our business in two business segments: Medical and Industrial.
Medical includes products and services for radiation therapy and personal dosimetry. This segment’s principal offerings include solutions for calibrating and/or verifying imaging, treatment machine, patient treatment plan, and patient treatment accuracy; solutions for monitoring the total amount of radiation medical staff members are exposed to over time; and products for nuclear medicine in radiation measurement, shielding, product handling, medical imaging furniture and rehabilitation.
Industrial includes products and services for defense, nuclear energy, laboratories and research and other industrial markets. This segment’s principal offerings are:
•Reactor Safety and Control Systems, which includes radiation monitoring systems and reactor instrumentation and control systems that ensure the safe operation of nuclear reactors and other nuclear fuel cycle facilities; and
•Radiological Search, Measurement and Analysis Systems, which includes solutions to locate, measure and perform in-depth scientific analysis of radioactive sources for radiation safety, security, and scientific applications
In August 2022, we completed the acquisition the Critical Infrastructure ("CI") business of Collins Aerospace (renamed as Secure Integrated Solutions "SIS") in our Industrial segment. As such, our business results for the three month period ended March 31, 2023 will differ compared to the same period ended March 31, 2022.
Recent Developments
Russia and Ukraine
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 Industrial segment. As of March 31, 2023, the Company has approximately $3 million in net contract assets and accounts receivable and related reserves of approximately $1 million for Russian customers and channel partners and maintains $11.8 million in advance payment guarantees and $14.1 million in performance guarantees in support of these projects.
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As of March 31, 2023, we continue to experience delays in recognizing project revenue due to the trade and financial sanctions made to date. The remaining performance obligations in our backlog for Russian related projects was $98.4 million at March 31, 2023. In April 2023, one of our Russian customers made a claim against the Company regarding liquidated damages for certain delays under the terms of an active project. Management views the claim as without merit, however uncertainty exists as to how the resolution of the claim will impact future cash flows and results of operations, including any impact from potential modifications to the underlying contract.
The Company will continue to monitor the social, political, regulatory and economic environment in Ukraine and Russia, and will consider actions as appropriate.
T. Rowe Price Direct Investment and Debt Repayment
T. Rowe Price funds acquired 17,142,857 registered shares of our Class A common stock at $8.75 per share, the closing price of the company’s Class A common stock on the New York Stock Exchange on February 17, 2023. The Company used $127 million of the proceeds to pay down outstanding debt and interest on its 2021 Credit Agreement. The early debt repayment resulted in a $2.6 million write-off of deferred financing costs during the three months ended March 31, 2023.
Supply Chain
The global supply chain continued to be stressed by increased demand, along with pandemic-related and other global events that caused increased disruptions to the Company during the three months ended March 31, 2023. The most notable impacts to the Company were delays in sourcing key devices and components needed for our products, resulting in delays in revenue recognition, and increased costs in materials and freight, most notably costs associated with certain computer chips and semiconductors used in our products. The Company mitigated a portion of these cost impacts with price increases on certain products. While we experienced some improvements in shipping delivery and associated labor availability during the three months ended March 31, 2023, the supply chain disruption continues to be a challenge and a risk of negatively impacting our future operating margins.
Interest Rates
In connection with the Business Combination, certain of our subsidiaries of the Company entered into the 2021 Credit Agreement to refinance and replace the credit agreement from March 2019. 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 has a seven-year term (expiring October 2028), bears interest at the greater of Adjusted London Interbank Offered Rate ("LIBOR") or 0.50%, plus 2.75% and has quarterly principal repayments of 0.25% of the original principal balance. LIBOR has been increasing during the year ended December 31, 2022 and quarter ended March 31, 2023 as central banks, specifically the Federal Reserve, have been steadily raising their interest rates to reduce inflation. As a result, the interest rate for the term loan was 7.48% and 3.25% as of March 31, 2023 and March 31, 2022, respectively. If the Federal Reserve and other central banks continue to raise the interest rates, the interest rate for the term loan will continue to increase. We will continue to monitor the interest rate, and will consider actions as appropriate.
Basis of Presentation
Financial information presented was derived from our historical consolidated financial statements and accounting records, and they reflect the historical financial position, results of operations and cash flows of the business in conformity with U.S. GAAP for financial statements and pursuant to the accounting and disclosure rules and regulations of the SEC. The consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned or controlled subsidiaries. For consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to noncontrolling interests is reported as “Income (Loss) attributable to noncontrolling interests” in the Condensed Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated in consolidation.
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Results of Operations
For the Three Months Ended March 31, 2023 and the Three Months Ended March 31, 2022
The following table summarizes our results of operations for the periods presented below (in millions):
| Unaudited | |||||||||||
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| Revenues | $ | 182.1 | $ | 163.2 | |||||||
| Cost of revenues | 103.0 | 98.8 | |||||||||
| Gross profit | 79.1 | 64.4 | |||||||||
| Selling, general and administrative expenses | 85.1 | 90.9 | |||||||||
| Research and development | 7.6 | 7.1 | |||||||||
| Loss from operations | (13.6) | (33.6) | |||||||||
| Interest expense, net | 14.9 | 7.9 | |||||||||
| Loss on debt extinguishment | 2.6 | — | |||||||||
| Foreign currency (gain) loss, net | (0.3) | 1.5 | |||||||||
| Increase (decrease) in fair value of warrant liabilities | 13.4 | (19.9) | |||||||||
| Other income, net | (0.2) | — | |||||||||
| Loss before benefit from income taxes | (44.0) | (23.1) | |||||||||
| (Benefit from) provision for income taxes | (1.1) | (4.1) | |||||||||
| Net loss | (42.9) | (19.0) | |||||||||
| Loss attributable to noncontrolling interests | (1.0) | (1.3) | |||||||||
| Net loss attributable to stockholders | $ | (41.9) | $ | (17.7) | |||||||
Overview
Revenues were $182.1 million for the three months ended March 31, 2023 and $163.2 million for the three months ended March 31, 2022. Our Medical segment contributed $66.4 million and $60.1 million of revenues for the three months ended March 31, 2023 and 2022, respectively. Our Industrial segment contributed $115.7 million and $103.1 million of revenues for the three months ended March 31, 2023 and 2022, respectively. Gross profit was $79.1 million and $64.4 million for the three months ended March 31, 2023 and 2022, respectively, resulting in a $14.7 million increase from the three months ended March 31, 2022.
Net loss was 42.9 million and $19.0 million for the three months ended March 31, 2023 and 2022, respectively. Our Medical segment contributed $0.7 million and $(6.7) million income (loss) from operations for the three months ended March 31, 2023 and 2022, respectively. Our Industrial segment was responsible for a $5.5 million and $(2.5) million income (loss) from operations for the three months ended March 31, 2023 and 2022, respectively. The overall increase in net loss is primarily driven by a $33.3 million fluctuation from the change in fair value of warrant liabilities year over year, $7.0 million higher interest expenses, and a $2.6 million loss on debt extinguishment in the current quarter. Offsetting these increases in net loss were increased segment gross profits and lower selling, general and administrative costs from both stock-based compensation expense and costs incurred in prior year with becoming a public company.
Revenues
Revenues were $182.1 million for the three months ended March 31, 2023 and $163.2 million for the three months ended March 31, 2022. Revenues increased $18.9 million from the three months ended March 31, 2022.
Medical segment revenues increased $6.3 million for the three months ended March 31, 2023 compared with the three months ended March 31, 2022 primarily due to price increases and organic volume growth. Offsetting the increase in
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Medical segment revenues period over period was the negative impact from foreign currency exchange and unfavorable product mix.
Industrial segment revenues increased $12.6 million for the three months ended March 31, 2023 compared with the three months ended March 31, 2022 primarily due to price increases, organic volume growth, and acquisitions made in 2022 (SIS), offset by negative foreign currency impact.
Cost of revenues
Cost of revenues was $103.0 million for the three months ended March 31, 2023 and $98.8 million for the three months ended March 31, 2022. Cost of revenues increased $4.2 million for the three months ended March 31, 2023 as compared with the three months ended March 31, 2022.
Cost of revenues related to the Medical segment increased $1.7 million period over period due to an increase in materials in conjunction with the increase in revenues over the same period, including impacts from unfavorable product mix. Cost of revenues related to the Industrial segment increased $2.4 million period over period mainly due to the product mix impact of the SIS acquisition and increased prices for manufacturing supplies and materials, offset by the foreign currency impact.
Selling, general and administrative expenses
Selling, general and administrative (“SG&A”) expenses were $85.1 million for the three months ended March 31, 2023 and $90.9 million for the three months ended March 31, 2022, resulting in a decrease of $5.8 million.
Our Medical segment incurred lower SG&A expenses of $3.1 million for the three months ended March 31, 2023 compared with the three months ended March 31, 2022. The decrease was primarily driven by expenses incurred in 2022 related to restructuring and other cost optimization initiatives, offset by a slight increase in sales and marketing expense in the current year.
Our Industrial segment incurred higher SG&A expenses of $1.9 million for the three months ended March 31, 2023. The increase was primarily driven by the impact of the SIS acquisition and increased bad debt reserves for a Russia channel partner.
Corporate SG&A expenses were $19.2 million for the three months ended March 31, 2023 and $23.8 million for the three months ended March 31, 2022. The decrease in SG&A expenses of $4.6 million was 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 condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) and the decrease in public company expenses, offset by an increase in secondary offerings fees incurred on behalf of our former private equity owner Charterhouse (see Note 15, Related Parties).
Research and development
Research and development (“R&D”) expenses were $7.6 million for the three months ended March 31, 2023 and $7.1 million for the three months ended March 31, 2022, resulting in an increase of $0.5 million period over period. The increase in R&D expense was primarily a result of SIS acquisition in the Industrial segment.
(Loss) income from operations
Loss from operations was $13.6 million for the three months ended March 31, 2023 compared with $33.6 million for the three months ended March 31, 2022. On a segment basis, income (loss) from operations in the Medical segment for the three months ended March 31, 2023 and 2022 was $0.7 million and $(6.7) million, respectively, representing an increase of $7.4 million period over period. Income (loss) from operations in the Industrial segment for the three months ended March 31, 2023 and three months ended March 31, 2022 was $5.5 million and $(2.5) million, respectively, representing an increase of $8.0 million period over period. Corporate expenses were $19.8 million and $24.4 million for the three months ended March 31, 2023 and 2022, respectively, representing a decrease in income from operations of $4.6 million as discussed in the "Selling, general and administrative expenses" above. See “Business segments” and “Corporate and other” below for further details.
Interest expense, net
Interest expense, net, was $14.9 million for the three months ended March 31, 2023 and $7.9 million for the three months ended March 31, 2022. $7.0 million is an increase in interest due to higher interest rates associated with the 2021 Credit
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Agreement during the three months ended March 31, 2023 compared to the interest rates during the three months ended March 31, 2022. For more information, see Note 9, Borrowings, to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Foreign currency (gain) loss, net
We recorded an income of $0.3 million for the three months ended March 31, 2023 and a $1.5 million loss for the three months ended March 31, 2022 from foreign currency exchange. The change in net foreign currency (gain) loss is due to appreciation in European local currencies in relation to the U.S. dollar.
Change in fair value of warrant liabilities
We recognized an unrealized loss of $33.3 million resulting from an increase in the fair value of the Public Warrant and Private Placement Warrant liabilities during the three months ended March 31, 2023. See Note 17, Fair Value Measurements, to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Income taxes
Our effective income tax rate was 2.5% and 17.7% for the three months ended March 31, 2023 and the three months ended March 31, 2022, respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings and the impact of valuation allowances in the current period.
The effective income tax rate differs from the U.S. statutory rate of 21% due primarily to U.S. federal permanent differences and the impact of valuation allowances.
Business segments
The following provides detail for business segment results for the three months ended March 31, 2023 and 2022. Beginning January 1, 2023, the Company began measuring segment performance to include the impact of expenses identified as non-operating. Previously, these expenses would have been included with Corporate and other. Segment loss from operations for the three months ended March 31, 2022 has been recast accordingly.
For reconciliations of segment revenues and operating (loss) income to our consolidated results, see Note 16, Segment Information, to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Medical
| Unaudited | |||||||||||
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| Revenues | $ | 66.4 | $ | 60.1 | |||||||
| Income (loss) from operations | $ | 0.7 | $ | (6.7) | |||||||
| Income (loss) from operations as a % of revenues | 1.1 | % | (11.1) | % | |||||||
Medical segment revenues were $66.4 million for the three months ended March 31, 2023 and $60.1 million for the three months ended March 31, 2022, which is an increase of $6.3 million. Revenues increased primarily due to an increased revenue of $7.3 million due to price increases and organic growth. Offsetting the increase in Medical segment revenues period over period was a negative foreign currency exchange impact by approximately $0.3 million and negative margin mix impact with $0.8 million.
Income (loss) from operations was $0.7 million and $(6.7) million for the three months ended March 31, 2023 and 2022, respectively, representing an increase in income from operations of $7.4 million. The increase in income from operations period over period was largely due to increased revenues discussed above and a $2.6 million reduction of expenses for restructuring and cost optimization initiatives incurred in 2022. Offsetting the increases was the increased sales and marketing cost of $0.7 million.
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Industrial
| Unaudited | |||||||||||
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| Revenues | $ | 115.7 | $ | 103.1 | |||||||
| Income (loss) from operations | $ | 5.5 | $ | (2.5) | |||||||
| Income (loss) from operations as a % of revenues | 4.8 | % | (2.4) | % | |||||||
Industrial segment revenues were $115.7 million for three months ended March 31, 2023 and $103.1 million for the three months ended March 31, 2022, representing an increase of $12.6 million. The increase is primarily driven by $3.5 million in volume increases, $2.8 million from price increases and $9.3 million from the acquisition of SIS, offset by foreign exchange rate fluctuations of $3.9 million .
Income from operations was $5.5 million for the three months ended March 31, 2023 and loss from operations was $2.5 million for the three months ended March 31, 2022. Income from operations increased $8.0 million period over period driven primarily due to increased revenues discussed above, offset by costs increases related to SIS acquisition and increased bad debt reserves of $0.5 million for a Russia channel partner.
Corporate and other
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).
Corporate and other costs were $19.8 million for the three months ended March 31, 2023 and $24.4 million for the three months ended March 31, 2022, which represents a decrease of $4.6 million. The decrease versus the comparable period was predominantly driven by a decrease in stock-based compensation expense of $2.2 million (see Note 14, Stock-Based Compensation to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q), a $2.6 million decrease in professional services mostly due to the prior year costs associated with becoming a public company, offset by a $0.6 million increase in secondary offerings fees incurred on behalf of Charterhouse. For reconciliations of segment operating income and corporate and other costs to our consolidated results, see Note 16, Segment Information to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Quarterly Results of Operations
The following table sets forth selected unaudited quarterly financial data for the current Successor quarter, our last seven completed fiscal quarters (Predecessor) and for the transition periods from July 1, 2021 through October 19, 2021 (Predecessor Stub Period) and from October 20, 2021 through December 31, 2021 (Successor). The information for each of these periods reflects all adjustments that are of a normal, recurring nature and that we consider necessary for a fair presentation of our operating results for such periods. The results of operations presented should be read in conjunction with our unaudited consolidated financial statements and notes thereto appearing elsewhere in this document and are not necessarily indicative of our operating results for any future period. Revenues for certain quarters/periods are impacted by the capital spending patterns of government customers, which are influenced by budgetary considerations and driven by timing of fiscal year-ends. Further, as a result of the Business Combination on October 20, 2021, Mirion’s financial statement presentation distinguishes Mirion TopCo as the “Predecessor” for periods prior to the closing of the Business Combination and Mirion Technologies, Inc. as the “Successor” for periods after the closing of the Business Combination. 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
43
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.
| Successor | Predecessor | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | March 31, 2023 | December 31, 2022 | September 30, 2022 | June 30, 2022 | March 31, 2022 | From October 20, 2021 through December 31, 2021 | October 19, 2021 | September 30, 2021 | June 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | (42.9) | $ | (159.7) | $ | (50.4) | $ | (59.3) | $ | (19.0) | $ | (23.0) | $ | (105.7) | $ | (46.7) | $ | (54.0) | ||||||||||||||||||||||||||||||||||||||
EBITA(1)(2)
|
$ | 4.5 | $ | (114.6) | $ | (7.1) | $ | (20.8) | $ | 23.6 | $ | 8.4 | $ | (38.8) | $ | 8.5 | $ | 22.7 | ||||||||||||||||||||||||||||||||||||||
EBITDA(1)(2)
|
$ | 12.3 | $ | 106.8 | $ | 0.3 | $ | (13.5) | $ | 29.8 | $ | 13.7 | $ | (32.6) | $ | 13.6 | $ | 29.5 | ||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA(1)(2)
|
$ | 36.6 | $ | 56.4 | $ | 30.8 | $ | 42.6 | $ | 34.9 | $ | 44.5 | $ | 31.2 | $ | 30.9 | $ | 49.9 | ||||||||||||||||||||||||||||||||||||||
(1)EBITA is a non-GAAP measure defined as U.S. GAAP net income (loss) before net interest expenses (including loss on debt extinguishment), income tax (benefit) provision, and amortization. EBITDA is a non-GAAP measure defined as U.S. GAAP net income (loss) before net interest expense (including loss on debt extinguishment), income tax (benefit) provision, and depreciation (including finance lease amortization) and amortization. EBITA and EBITDA are not terms defined under U.S. GAAP and do not purport to be alternatives to net income as measures of operating performance or to cash flows from operating activities as measures of liquidity. Additionally, EBITA and EBITDA are not intended to be measures of free cash flow available for management’s discretionary use as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements.
Adjusted EBITDA is a non-GAAP measure defined as EBITDA excluding the items described our non-GAAP table above. Adjusted EBITDA is used by management as a measure of operating performance. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about our results of operations that management utilizes on an ongoing basis to assess our core operating performance.
EBITA, EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. You should not consider our EBITA, EBITDA and Adjusted EBITDA as alternatives to operating income (loss) or net income (loss), determined in accordance with U.S. GAAP.
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(2)The following table reconciles EBITA, EBITDA and Adjusted EBITDA to the most directly comparable U.S. GAAP financial performance measure, which is net loss:
| Successor | Predecessor | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | March 31, 2023 | December 31, 2022 | September 30, 2022 | June 30, 2022 | March 31, 2022 | From October 20, 2021 through December 31, 2021 | From July 1, 2021 through October 19, 2021 |
September 30, 2021 | June 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | (42.9) | $ | (159.7) | $ | (50.4) | $ | (59.3) | $ | (19.0) | $ | (23.0) | $ | (105.7) | $ | (46.7) | $ | (54.0) | ||||||||||||||||||||||||||||||||||||||
| Interest expense, net | 14.9 | 12.5 | 13.1 | 8.4 | 7.9 | 6.2 | 52.8 | 43.8 | 43.7 | |||||||||||||||||||||||||||||||||||||||||||||||
| Income tax (benefit) provision | (1.1) | (1.7) | (5.0) | (7.4) | (4.1) | (6.8) | (5.6) | (4.7) | 14.4 | |||||||||||||||||||||||||||||||||||||||||||||||
| Amortization | 33.6 | 34.3 | 35.2 | 37.5 | 38.8 | 32.0 | 19.7 | 16.1 | 18.5 | |||||||||||||||||||||||||||||||||||||||||||||||
| EBITA | $ | 4.5 | $ | (114.6) | $ | (7.1) | $ | (20.8) | $ | 23.6 | $ | 8.4 | $ | (38.8) | $ | 8.5 | $ | 22.6 | ||||||||||||||||||||||||||||||||||||||
| Depreciation | 7.8 | 7.8 | 7.4 | 7.3 | 6.2 | 5.3 | 6.2 | 5.1 | 6.9 | |||||||||||||||||||||||||||||||||||||||||||||||
| EBITDA | $ | 12.3 | $ | (106.8) | $ | 0.3 | $ | (13.5) | $ | 29.8 | $ | 13.7 | $ | (32.6) | $ | 13.6 | $ | 29.5 | ||||||||||||||||||||||||||||||||||||||
| Stock/share-based compensation expense | 5.6 | 7.0 | 8.5 | 8.5 | 7.8 | 5.3 | 9.3 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Increase (decrease) in fair value of warrant liabilities | 13.4 | (10.1) | 12.0 | (19.6) | (19.9) | (1.2) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill impairment | — | 156.6 | — | 55.2 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other impairments | — | 4.5 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Debt extinguishment | 2.6 | — | — | — | — | — | 15.9 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency loss (gain), net | (0.3) | (3.0) | 3.1 | 3.3 | 1.5 | 1.6 | (0.6) | (1.4) | 1.1 | |||||||||||||||||||||||||||||||||||||||||||||||
| Revenue reduction from purchase accounting | — | — | — | — | — | 2.3 | 4.5 | 3.7 | 3.7 | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenues impact from inventory valuation purchase accounting | — | — | — | — | 6.3 | 15.8 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Non-operating expenses | 3.0 | 8.2 | 6.9 | 8.7 | 9.4 | 7.0 | 34.7 | 15.0 | 15.6 | |||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 36.6 | $ | 56.4 | $ | 30.8 | $ | 42.6 | $ | 34.9 | $ | 44.5 | $ | 31.2 | $ | 30.9 | $ | 49.9 | ||||||||||||||||||||||||||||||||||||||
Liquidity and Capital Resources
Overview of Liquidity
Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments, and debt service.
Mirion management believes that net cash provided by operating activities, augmented by long-term debt arrangements, will provide adequate liquidity for the next 12 months of independent operations, as well as the resources necessary to invest for growth in existing businesses and manage its capital structure on a short- and long-term basis. Access to capital and availability of financing on acceptable terms in the future will be affected by many factors, including our credit rating, economic conditions, and the overall liquidity of capital markets. There can be no assurance of continued access to financing from the capital markets on acceptable terms or at all.
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At March 31, 2023 and December 31, 2022 we had $88.3 million and $73.5 million, respectively, in cash and cash equivalents, which include amounts held by entities outside of the United States of approximately $48.8 million and $66.4 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.
There is a discussion in Note 9, Borrowings, of the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q of the long-term debt arrangements issued by Mirion. For more information on our lease commitments, See Note 10, Leased Assets, of the condensed consolidated financial statements and for other commitments and contingencies, see Note 11, Commitments and Contingencies of the condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q.
Debt Profile
2021 Credit Agreement
On the Closing Date, certain subsidiaries of the Company entered into a credit agreement (the “2021 Credit Agreement”) among Mirion Technologies (HoldingSub2), Ltd., a limited liability company incorporated in England and Wales, as Holdings, Mirion Technologies (US Holdings), Inc., as the Parent Borrower, Mirion Technologies (US), Inc., as the Subsidiary Borrower, the lending institutions party thereto, Citibank, N.A., as the Administrative Agent and Collateral Agent and Goldman Sachs Lending Partners, Citigroup Global Markets Inc., Jefferies Finance LLC and JPMorgan Chase Bank, N.A., as the Joint Lead Arrangers and Bookrunners. The 2021 Credit Agreement refinanced and replaced an earlier credit facility (the "2019 Credit Facility").
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”). Funds from the Credit Facilities are permitted to be used in connection with the Business Combination and related transactions, to refinance the 2019 Credit Facility referred to above and for general corporate purposes. 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.
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. The interest rate for the term loan under the 2021 Credit Agreement was 7.48% and 3.25% as of March 31, 2023 and March 31, 2022, respectively
The 2021 Credit Agreement contains customary representations and warranties as well as customary affirmative and negative covenants and events of default. The negative covenants include, among others and in each case subject to certain thresholds and exceptions, limitations on incurrence of liens, limitations on incurrence of indebtedness, limitations on making dividends and other distributions, limitations on engaging in asset sales, limitations on making investments, and a financial covenant that the “First Lien Net Leverage Ratio” (as defined in the 2021 Credit Agreement) as of the end of any fiscal quarter is not greater than 7.00 to 1.00 if on the last day of such fiscal quarter certain borrowings outstanding under the revolving credit facility exceed 40% of the total revolving credit commitments at such time. The covenants also contain limitations on the activities of Mirion Technologies (HoldingSub2), Ltd. as the “passive” holding company. If any of the events of default occur and are not cured or waived, any unpaid amounts under the 2021 Credit Agreement may be declared immediately due and payable, the revolving credit commitments may be terminated and remedies against the collateral may be exercised.
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Cash flows
Three months ended March 31, 2023 compared to three months ended March 31, 2022
| Unaudited | |||||||||||
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| Net cash (used in) provided by operating activities | $ | (2.7) | $ | 11.4 | |||||||
| Net cash used in investing activities | $ | (7.5) | $ | (7.9) | |||||||
| Net cash provided by (used in) financing activities | $ | 24.6 | $ | (0.6) | |||||||
Net Cash (Used in) Provided by Operating Activities
Net cash used in operating activities was $2.7 million for the three months ended March 31, 2023, and net cash provided by operating activities was $11.4 million for the three months ended March 31, 2022, representing a decrease of $14.1 million.
The decrease is partially due to our net loss, adjusted for non-cash items, declining by $10.7 million. Net loss decreased by $23.8 million. Non-cash add-backs to net income included a decrease in deferred income taxes by $3.3 million, and a decline in the fair value of warrant liabilities by $33.3 million, partially offset by an increase in depreciation and amortization by $3.6 million. Cash from working capital decreased by $24.7 million period over period. Within working capital, changes in inventories increased by $13.0 million as the Company prepares for our 2023 planned increased volume, changes in accrued expenses and other current liabilities decreased by $7.6 million primarily due to the payment of our 2022 bonus plan compensation, and changes in costs in excess of billings increased by $3.4 million due to timing of project milestones, primarily in Europe.
Net Cash Used in Investing Activities 7
Net cash used in investing activities was $7.5 million for the three months ended March 31, 2023 and $7.9 million for the three months ended March 31, 2022. The difference is driven primarily by a $1.2 million decrease in purchases of property, plant, equipment and badges during the three months ended March 31, 2023. Additionally, cash provided from the sale of property, plant and equipment decreased $0.8 million for the three months ended March 31, 2023.
Net Cash Provided by (Used in) Financing Activities
Net cash provided by financing activities was $24.6 million during the three months ended March 31, 2023, and net cash used in financing activities was $0.6 million during the three months ended March 31, 2023. The increase of $25.2 million primarily relates to an $150.0 million cash increase from the proceeds from the issuance of common stock in the T. Rowe Price direct equity investment, a $125.0 million decrease from a term loan repayment and $0.2 million of costs associated with the issuance of common stock.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. Such estimates are based on historical experience and on various other factors that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material.
During the three months ended March 31, 2023, there were no material changes to our critical accounting policies and estimates from those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K.
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Recent Accounting Pronouncements
See Note 1, Nature of Business and Summary of Significant Accounting Policies to our unaudited condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and Qualitative Disclosures about Market Risk
We have no material changes to the disclosures on this matter made in our Annual Report on Form 10-K for the periods ended March 31, 2023 and December 31, 2022.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that material information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2023. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2023, because of material weaknesses in internal control over financial reporting described below.
Notwithstanding the identified material weaknesses, management has concluded that the consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company's financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. generally accepted accounting principles (U.S. GAAP)
Previously Reported Material Weaknesses in Internal Control Over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, we identified a material weakness due to the aggregation of deficiencies in certain general information technology controls (GITCs), at our division in France, related to program change-management and user access in information technology (IT) systems that support the Company’s financial reporting processes. Some of our business process controls (automated and manual) are dependent on the information and data produced by the systems affected by the deficiencies in GITCs and these business process controls were deemed ineffective because they could have been adversely impacted. We believe that these control deficiencies were the result of a lack of training for our IT personnel on the importance of GITCs, and in particular the importance of controls over program change-management and user access.
The material weakness did not result in any identified misstatements to the financial statements as of and for the quarter ended March 31, 2023. However, the material weakness created a reasonable possibility that a material misstatement to our consolidated financial statements will not be prevented or detected on a timely basis and, therefore, we
concluded that the deficiency represents a material weakness in our internal control over financial reporting.
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Remediation Plan
Management is implementing a number of actions, as described below, to remediate the material weakness described in this Item 4. Company management is committed to ensuring that our internal controls over financial reporting are designed and operating effectively. We are making progress on remediation actions, focused on our division in France, including:
• Educating IT control owners concerning the importance of GITCs, with a focus on those related to program change management and user access,
• Developing enhanced controls and reviews related to program changes in IT systems and access to IT systems,
• Adding additional manual business process controls to monitor information and data produced by the system to help mitigate the risks associated with ineffective GITCs.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgement in evaluating the cost-benefit relationship of possible controls and procedures.
Changes in Internal Control Over Financial Reporting
We have undertaken strategic remediation actions, as discussed above, to address the material weaknesses in our internal controls over financial reporting. These remediation actions continued throughout the quarter ended March 31, 2023 but have not materially affected our internal control over financial reporting
There were no other changes to our internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Due to the nature of our activities, we are at times subject to pending and threatened legal actions that arise out of the ordinary course of business. For information regarding legal proceedings and other claims in which we are involved, see “Note 11, Commitments and Contingencies,” to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. The disposition of any such currently pending or threatened matters is not expected to have a material effect on our business, results of operations or financial condition. However, the results of legal actions cannot be predicted with certainty. Therefore, it is possible that our business, results of operations and financial condition could be materially adversely affected in any particular period by the unfavorable resolution of one or more legal actions. Regardless of the outcome, litigation can have an adverse impact on our business because of defense and settlement costs, diversion of management resources and other factors. In addition, the expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change and could adversely affect our consolidated financial statements.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, as further updated and supplemented below, which could materially affect our business, results of operations, and financial condition. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, could also materially adversely affect our business, financial condition or future results.
The military conflict between Russia and Ukraine and the sanctions imposed as a result have adversely affected and may further adversely affect our business, results of operations, and financial condition
We do business with Russian customers both within and outside of Russia and with customers who have contracts with Russian counterparties. Russia’s invasion of Ukraine, the ensuing build-up of Russian sanctions and other impacts on this region have impacted the global economic environment and currencies resulting in fluctuating demand for our products and services, delays or cancellations of customer projects and difficulties in supplying and sourcing products from this and other geographic regions. In addition, it has become more difficult for certain of our customers and business partners to satisfy their obligations to us as a result of the conflict and we may experience further impacts as the conflict continues. In May 2022, one of the Company's customers announced that it had terminated a contract with a Russian state-owned entity
49
to build a nuclear power plant in Finland, which termination had an impact on our goodwill and our backlog. The same entity attempted unsuccessfully to call on a demand guarantee securing an advance payment for another contract in March 2023, and subsequently demanded the return of advance payments and claimed approximately $18 million for penalties for project delays in April 2023 (see Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Russia and Ukraine ). While we view the claim as without merit, the contract is governed by Russian law and there is uncertainty as to how its resolution will impact our business, results of operations and financial condition. In addition, we have experienced and may continue to experience delays in revenue recognition, order booking and contract payments due to export controls and other sanctions instituted to date. In addition, while no return of advanced payment refunds have been made, other customers could seek to recover previous payments made to us depending on future developments. The Russian-Ukraine conflict may also escalate or expand in scope, thereby exacerbating its impact. A number of nuclear power plants are being constructed, and/or are being operated, by or with the participation of Russian state-owned enterprises. As the situation evolves, there is a risk that those Russian state-owned enterprises could be sanctioned by the United States Government and/or the European Union. The broader consequences of this conflict cannot be predicted, nor can we predict the conflict's ultimate impact on the global economy or our business, results of operations, and financial condition. We also are continuing to sell medical equipment and related products into Russia in compliance with applicable export control regulations, for medical/humanitarian applications, however we may be subject to criticism for continuing to sell products to Russia which may damage our reputation, the consequences of which are difficult to predict. In addition, we could be prevented from selling our products or required to cease work on certain customer projects if additional sanctions related to the Russia-Ukraine conflict are imposed or due to changes in applicable export control regulations. The Russia-Ukraine conflict has heightened other risks disclosed herein, including through increased inflation, limited availability of certain commodities, supply chain disruption, disruptions to our global technology infrastructure, including cyber-attacks, increased terrorist activities, volatility or disruption in the capital markets, and delays or cancellations of customer projects, each of which could materially adversely affect our business, results of operations, and financial condition.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Quarterly Report.
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EXHIBIT INDEX
|
Exhibit
Number
|
Exhibit Title |
||||
| 3.1 | |||||
| 3.2* | |||||
| 31.1* | |||||
| 31.2* | |||||
| 32.1** | |||||
| 32.2** | |||||
| 101.INS* | XBRL Instance Document. | ||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. | ||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||
| * | Filed herewith. |
||||
| ** | The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” or purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, irrespective of any general incorporation language contained in such filing. | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Name | Title | Date | ||||||
|
/s/ Thomas D. Logan
Thomas D. Logan
|
Chief Executive Officer and Director
(principal executive officer)
|
May 3, 2023 |
||||||
|
/s/ Brian Schopfer
Brian Schopfer
|
Chief Financial Officer
(principal financial officer)
|
May 3, 2023 |
||||||
|
/s/ Christopher Moore
Christopher Moore
|
Chief Accounting Officer
(principal accounting officer)
|
May 3, 2023 |
||||||
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