Mirion Technologies, Inc.
For the period ended Mar 31, 2025. Filed Apr 30, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed Apr 30, 2025
MIR$17.97+4.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-10-30.
0001628280-24-044338
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-04-30.
0001628280-25-021106
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 183 previous paragraphs and 137 current paragraphs.
52 unchanged; 42 reworded; 39 added; 79 removed; 10 previous and 4 current paragraphs rearranged.
Tables are not compared: 13 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (39)
Current report
Overview
Current report
The following key factors affecting our performance have included, and we anticipate they will continue to affect our future results:
Current report
•Nuclear end market trends—Growth and operating results in our Nuclear & Safety segment are impacted by:
Current report
•Our products are installed at the vast majority of addressable active nuclear power reactors globally, creating full lifecycle sales opportunities. This installed base drives recurring revenue through replacement and service cycles associated with our offerings and the typical 40 to 80 year operating life cycle of a nuclear power plant ("NPP");
Current report
•The emerging megatrends surrounding the power demands of data centers, cloud computing, and artificial intelligence that can be served by Nuclear;
Current report
•Increased government and industry acceptance of Nuclear as (a) a clean energy source, and (b) a viable option for domestic energy production in efforts to rely less on international imports; and
Current report
•Changes to healthcare reimbursement; and
Current report
•Our effective tax rate could be impacted by changes in tax laws;
Current report
•Audits or assessments by tax authorities could result in additional tax payments for prior periods;
Current report
•Foreign remittance taxes have not been provided on undistributed earnings of certain of our non-U.S. subsidiaries to the extent such earnings are considered to be indefinitely reinvested in operations. Changes in our intentions regarding reinvestment of such earnings could impact our income tax provision, cash taxes paid and effective tax rate; and
Current report
•The OECD (Organisation for Economic Co-operation and Development) has proposed a global minimum tax of 15% of reported profits (Pillar Two) and many countries have incorporated Pillar Two model rule concepts into their domestic laws. Pillar Two legislation is effective for the Company for the year ended December 31, 2025. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar Two slightly differently than the model rules and on different timelines. While we expect the impact to be immaterial, Pillar Two could impact our cash taxes paid and effective tax rate.
Current report
The Board has overall oversight responsibility for our risk management. During 2024, the Company initiated a formal Enterprise Risk Management program ("ERM") where management and Internal Audit provide updates to the Board. These discussions include identification and scoring of key business risks and management's plans and progress to address identified focus areas.
Current report
(1)Pre-tax non-operating expenses of $1.2 million for the three months ended March 31, 2025 include $0.7 million of one-time consulting fees related to IT services sourcing excellence and $0.5 million of consulting costs related to Nuclear & Safety segment enterprise resource planning software upgrades.
Current report
(2)Pre-tax non-operating expenses of $2.1 million for the three months ended March 31, 2024 include $1.0 million of costs to achieve integration and operational synergies; $0.6 million of mergers and acquisition expenses; and $0.5 million of costs to achieve information technology system integration and efficiency.
Current report
Tariffs
Current report
Starting in February 2025, the United States and other countries imposed and/or increased global tariffs on goods imported into, or exported from, the United States. While we generally execute an operational strategy of producing locally for most of our products, these tariffs and any future tariffs are expected to result in additional costs to the Company. Furthermore, due to the larger tariffs imposed between China and the United States, we anticipate a potential negative impact on China-related revenues. The current total estimated reduction in pre-tax earnings impact from the global tariffs (as currently in effect as of the date of this Quarterly Report on Form 10-Q) is approximately $2.0 million to $8.0 million for the rest of the fiscal year, after taking into account mitigating actions such as alternative sourcing strategies, production shifts, price increases and cost management. Furthermore, the announcement of the tariffs has had a significant impact on the foreign exchange rates between U.S. Dollar and other foreign currencies and could have a significant impact (positive or negative) on our future results of operations. The actual impact of the tariffs and secondary impacts to exchange rates may be significantly different than our current estimate. Our estimate is subject to several factors including the amount, duration, scope and nature of the tariffs, countermeasures that countries take, mitigating or other actions we take, and contractual implications.
Current report
Overview
Current report
Medical segment revenues increased for the three months ended March 31, 2025 compared with the three months ended March 31, 2024 primarily due to the recovery from delayed operations in the Nuclear Medicine ("NucMed") division in connection with a new ERP system implementation in 2024, increased domestic sales volume and pricing, partially offset by decreased revenues from the Asia-Pacific region, delayed operations from an ERP implementation in our RTQA business and reduced revenues from the exit of our lasers product line in the second half of 2024.
Current report
Cost of revenues was $105.9 million for the three months ended March 31, 2025 and $105.5 million for the three months ended March 31, 2024, an increase of $0.4 million period over period.
Current report
Cost of revenues related to the Medical segment decreased $1.5 million period over period due to favorable margin on product mix. Cost of revenues related to the Nuclear & Safety segment increased $1.9 million period over period. The increase was primarily driven by organic volume growth.
Current report
Our Medical segment incurred lower SG&A expenses of $2.2 million for the three months ended March 31, 2025 compared with the three months ended March 31, 2024. The decrease was primarily due to lower amortization expense, and lower mergers and acquisitions costs. Partially offsetting these savings were increased depreciation expense of newly capitalized assets and software expense for new ERP systems.
Current report
Our Nuclear & Safety segment incurred lower SG&A expenses of $3.9 million for the three months ended March 31, 2025 compared with the three months ended March 31, 2024. The decrease was driven by lower amortization expense related to intangible assets.
Current report
Corporate SG&A expenses were $17.7 million for the three months ended March 31, 2025 and $17.0 million for the three months ended March 31, 2024. The increase of $0.7 million was primarily driven by increased compensation costs.
Current report
Income from operations
Current report
The effective income tax rate differs from the U.S. statutory rate of 21% due primarily to U.S. federal income tax permanent differences and the impact of valuation allowances.
Current report
Medical segment revenues increased for the three months ended March 31, 2025 compared with the three months ended March 31, 2024 primarily due to the recovery from delayed operations in the NucMed division caused by the focus on a new ERP system implementation in 2024 of $4.3 million, $1.9 million in domestic revenue volume growth, and $1.4 million of pricing increases partially offset by a reduction in revenues from Asia-Pacific countries of $2.0 million, $2.0 million less revenues due to delayed operations from an ERP implementation in our RTQA business, and $1.1 million from the discontinuation of the lasers product line.
Current report
Nuclear & Safety
Current report
Nuclear & Safety segment revenues increased for the three months ended March 31, 2025 compared with the three months ended March 31, 2024 primarily due to organic volume growth of $6.9 million and pricing of $2.2 million, partially offset by a $1.9 million foreign exchange impact.
Current report
Corporate and other costs were $19.7 million for the three months ended March 31, 2025 and $18.9 million for the three months ended March 31, 2024, which represents an increase of $0.8 million period over period. The increase versus the comparable period was predominantly driven by increased compensation costs.
Current report
Revolving Line of Credit - The revolving line of credit arrangement initially had a five-year term (expiring October 2026) and bore interest at the greater of LIBOR (through June 30, 2023) / SOFR (subsequent to June 30, 2023) or 0%, plus 2.25%. The terms of the revolving line of credit were amended on March 21, 2025, through Amendment No. 4 to the 2021 Credit Agreement. Under the new amendment, revolving credit commitments from lenders increased from $90.0 million to $175.0 million, and the maturity date extended to March 21, 2030, subject to a “springing” maturity date that is 91 days prior to the maturity date of the outstanding term loan under the 2021 Credit Agreement (but only to the extent the outstanding principal amount of the term loan exceeds $100.0 million on the date of determination, and a final stated maturity date that is earlier than 91 days after March 21, 2030).
Current report
The agreement requires the payment of a commitment fee of 0.25% per annum for unused commitments. Any outstanding letters of credit reduce the availability of the revolving line of credit. There was no outstanding balance under the arrangement as of March 31, 2025 and December 31, 2024. Additionally, the Company has standby letters of credit issued under its 2021 Credit Agreement that reduce the availability under the revolver of $18.0 million and $17.9 million for the periods ended March 31, 2025 and December 31, 2024, respectively. The amount available on the revolver as of March 31, 2025 and December 31, 2024 was approximately $157.0 million and $72.1 million, respectively.
Current report
Share Repurchase Program
Current report
In December 2024, we instituted a share repurchase program for up to $100 million of the currently outstanding shares of our Class A common stock, as approved by our Board of Directors and authorized until November 14, 2029. Under the share repurchase program, we intend to repurchase shares from time to time through open market purchases, privately negotiated transactions, block purchases and otherwise in accordance with applicable federal securities laws, including Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended. We have repurchased 1.2 million shares under this program as of March 31, 2025.
Current report
Hedges
Current report
As a result of the Company’s European operations, we are exposed to fluctuations in exchange rates between the Euro and U.S. dollar (our functional currency). As such, we entered into cross-currency rate swaps during the year ended December 31, 2023, to manage currency risks related to foreign exchange in foreign operations. The Company is also subject to interest rate risk related to the Credit Facilities. As such, we entered into an interest rate swap (notional amount of $75.0 million) during the year ended December 31, 2024, to mitigate the risk of adverse changes in benchmark interest rates on the Company's future interest payments.
Current report
The interest rate swap is a derivative financial instrument that has been designated and qualifies as a cash flow hedge. The changes in the fair values of the cash flow hedge are recorded in accumulated other comprehensive loss (“AOCL”) and are reclassified into the line item in our unaudited Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings. The changes in the fair values of hedges that are determined to be ineffective are immediately reclassified from AOCL into earnings. During the three months ended March 31, 2025, the new interest rate swap resulted in a loss of $0.1 million recognized in other comprehensive income ("OCI"), respectively. Gains of $0.1 million were recognized in income through interest expense and reclassified from OCI during the same periods.
Current report
The cross-currency rate swaps are derivative financial instruments that have been designated and qualify as hedges of net investments in our foreign operations. Accordingly, the changes in the fair values of the swaps are recognized in net investment hedges adjustments, a component of 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):
Current report
For more discussion of the hedges of net investments, see Note 15, Fair Value Measurement, and Note 16, Derivatives and Hedging, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-Q.
Current report
Net cash provided by operating activities was $35.6 million for the three months ended March 31, 2025 as compared to net cash provided by operating activities of $6.0 million for the three months ended March 31, 2024, representing an increase of $29.6 million. The change is primarily due to a decrease in net loss of $26.9 million, an increase of operating cash from net working capital of $16.3 million (primarily due to increased collections from accounts receivable and costs in excess of billings), a decrease of $5.1 million in depreciation and amortization, and a decrease of $5.7 million in the change in fair value of warrant liabilities (which were all redeemed in the second quarter of the year ended December 31, 2024).
Removed paragraphs (79)
Previous report
•Our revenues were $606.5 million for the nine months ended September 30, 2024 and $570.5 million for the nine months ended September 30, 2023, of which 35.3% and 35.6% were generated in the Medical segment for the nine months ended September 30, 2024 and 2023, respectively, and 64.7% and 64.4% were generated in the Technologies segment for the nine months ended September 30, 2024 and 2023, respectively.
Previous report
•During the three months ended September 30, 2024, a contract in our Technologies segment was modified in which a portion of the future consideration in the contract became contingent on future actions under the control of the customer. As a result, the backlog of $21 million was removed. The impact of this modification was immaterial to our unaudited Condensed Consolidated Financial Statements for the period ended September 30, 2024.
Previous report
•Changes to healthcare reimbursement;
Previous report
(1)Pre-tax non-operating expenses of $4.1 million for the three months ended September 30, 2024 include $1.8 million of restructuring costs (including related asset impairments); $0.9 million of costs to achieve integration and operational synergies; $0.7 million of costs to achieve information technology system integration and efficiency; and $0.7 million of mergers and acquisition expenses.
Previous report
(2)Pre-tax non-operating expenses of $2.9 million for the three months ended September 30, 2023 include $2.2 million of mergers and acquisition expenses; $0.4 million of costs to achieve information technology system integration and efficiency; $0.3 million loss on the disposal of the Rehab business; $0.1 million of fees incurred in connection with a secondary offering made by affiliates of Charterhouse Capital Partners, our former majority stockholder; and $(0.1) million of restructuring costs.
Previous report
(1)Pre-tax non-operating expenses of $10.8 million for the nine months ended September 30, 2024 include $4.7 million of restructuring costs (including related asset impairments); $3.6 million of costs to achieve integration and operational synergies; $1.9 million of costs to achieve information technology system integration and efficiency; and $1.8 million of mergers and acquisition expenses; offset by $1.2 million gain on the disposal of the Rehab business.
Previous report
(2)Pre-tax non-operating expenses of $13.9 million for the nine months ended September 30, 2023 include a $5.9 million loss on the disposal of the Rehab business, net of gain on termination of a related lease; $1.6 million of restructuring costs; $1.0 million of fees incurred in connection with secondary offerings made by affiliates of Charterhouse Capital Partners, our former majority stockholder; $3.0 million related to mergers and acquisition expenses; $0.8 million related to the Business Combination and incremental one-time costs associated with becoming a public company; $1.2 million of costs to achieve information technology system integration and efficiency; and $0.4 million in costs to achieve integration and operational synergies.
Previous report
•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
Previous report
•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.
Previous report
In April 2023, one of our Russian customers made a claim against the Company, including liquidated damages for certain delays under the terms of an active project, in the amount of $19.3 million, and sent an updated claim statement in October 2023 totaling $21 million ($18 million of which accrue daily penalties), subject to a $14 million contractual cap (all amounts converted from Euros to U.S. Dollars). No legal actions have been taken to date by the customer on this matter, and management disputes these claims, believes that the Company has substantial defenses and expects to vigorously defend against these claims. However, uncertainty exists as to the resolution, including any impact from potential modifications of the underlying active contract.
Previous report
In June 2023, the same Russian customer made a demand against the Company for the return of all payments received by the Company ($10.2 million) related to a Finland nuclear power plant project cancelled in May 2022. In September 2024, the Company entered into a settlement agreement with the customer agreeing to refund $4.8 million. The amount is included in Accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheet as of September 30, 2024, and the settlement resulted in an immaterial impact to the unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2024.
Previous report
Interest Rates
Previous report
Global interest rates remained elevated during the first half of 2024 after the series of interest rate hikes that have occurred since late 2022, with a slight drop in Q3 2024. The Company's 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility (maturing in October 2028) and a $90.0 million senior secured revolving facility (expiring and maturing in October 2026) (collectively, the “Credit Facilities”).
Previous report
In response to the current interest rate environment, the Company refinanced the Credit Facilities on May 22, 2024 and reduced the term loan facility applicable margin rate to the greater of the Secured Overnight Financing Rate ("SOFR") or 0.50%, plus 2.25% (was 2.75% previous to the refinancing) and reduced the credit spread based upon rate term to 0%. There were no other change to the terms of the Credit Facilities as a result of the refinancing. The change was accounted for prospectively as a debt modification in accordance with ASC 470-50, Debt—Modifications and Extinguishments.
Previous report
The interest rate for the term loan was 6.85% (with no spread rate based upon rate term) and 8.25% (including spread based upon rate term) as of September 30, 2024 and September 30, 2023, respectively.
Previous report
Biodex Rehab Sale
Previous report
On April 3, 2023, the Company closed the sale of the Biodex Rehabilitation ("Rehab") business to Salona Global Medical Device Corporation ("Salona"). As a result, Rehab operating results are included in Mirion's operating results for the three months ended March 31, 2023.
Previous report
Subsequent to the closing and during the nine months ended September 30, 2023, significant events occurred that negatively impacted the Company's ability to collect the remaining $7.0 million of cash payments owned for the sale, including disclosure by Salona that substantial doubt existed as to its ability to continue as a going concern. The Company elected to apply ASC 450 Contingencies to determine the loss on the business disposal since remaining payments were contingent on Salona's financial situation. As a result a loss on sale of business of $6.5 million was recorded in the unaudited Condensed Consolidated Statement of Operations during the nine months ended September 30, 2023.
Previous report
During the nine months ended September 30, 2024, Salona paid $1.2 million of the amount owed for the sale, and accordingly the Company recorded the payment as a reversal of the contingent loss in the unaudited Condensed Consolidated Statements of Operations. Doubt still exists regarding Salona's ability to pay the remaining amounts owed, and the Company will continue to monitor the situation.
Previous report
ec 2 Software Solutions LLC and NUMA LLC Acquisition
Previous report
On November 1, 2023, the Company acquired ec 2 Software Solutions LLC and NUMA LLC (collectively “ec 2”) for $33 million of cash consideration. Headquartered in Somerset, NJ, ec 2 is a medical software company that designs, implements, and supports comprehensive software solutions servicing the nuclear medicine industry. The ec 2 team and portfolio of solutions were integrated as part of the Company's Medical segment. As a result, ec 2 operating results are included in Mirion's operating results for the three and nine months ended September 30, 2024 but not included for the same periods ended September 30, 2023.
Previous report
Public and Private Warrants Redemptions
Previous report
On April 18, 2024, the Company announced that it would redeem all Public Warrants that remained outstanding at 5:00 pm New York City time on Monday, May 20, 2024 (the "Redemption Date"). Holders had the option to exercise their warrants and receive the Company's Class A common stock (i) in exchange for a payment in cash of the $11.50 per warrant exercise price, or (ii) on a “cashless” basis in which the exercising holder received a number of shares of the Company's Class A common stock determined under the warrant agreement based on the redemption date and the redemption fair market value. The “fair market value” was based on the average last price per share of the Company's Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the Notice of Redemption was sent. Substantially all holders elected a cashless exercise in their redemption elections. In addition, on June 4, 2024, the Company entered into a warrant exchange agreement with GS Sponsor II LLC to issue an aggregate of 1,768,000 shares of the Company’s Class A common stock upon the exchange of 8,500,000 Private Placement Warrants.
Previous report
As a result of the change in the fair value of the warrant liabilities through the Redemption Date, the Company recorded a $0.4 million gain in the change in fair value of these warrant liabilities within the unaudited Condensed Consolidated Statement of Operations, and then reclassified the resulting warrant liability of $60.6 million to additional paid-in capital upon completion of the exercises and redemptions during the three months ended June 30, 2024. No warrants remain outstanding as of June 30, 2024.
Previous report
Facility Closure
Previous report
During the nine months ended September 30, 2024, management announced that it would close its Middleton, Wisconsin office and move operations to our Virginia facility within the Medical segment in an effort to simplify product lines and cease the production of the lasers product line. As a result of the announcement, the Company recorded $3.2 million of losses for the impairment of the facility's right-of-use asset and related leasehold improvements and write-off of inventories (included as part of our restructuring charges, see Note 19, Restructuring and Related Impairments, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q). The closure is expected to be completed by the end of fiscal year 2024.
Previous report
Medical segment revenues increased for the three months ended September 30, 2024 compared with the three months ended September 30, 2023 primarily due to price increases, organic volume growth, and the current year impact of the ec 2 acquisition. Partially offsetting the increases in Medical segment revenues period over period was reduced revenues from China orders compared to the prior year.
Previous report
Cost of revenues was $113.9 million for the three months ended September 30, 2024 and $110.4 million for the three months ended September 30, 2023. Cost of revenues increased $3.5 million for the three months ended September 30, 2024 as compared with the three months ended September 30, 2023.
Previous report
Cost of revenues related to the Medical segment increased $4.3 million period over period due to the impact of organic volume growth, increased costs from the ec 2 acquisition, the impact of the inventory provision taken due to the closure of its Middleton site, and inflation. The increase was partly offset by a decrease in cost of revenues due to lower China orders and a favorable margin due to product mix over the same period.
Previous report
Cost of revenues related to the Technologies segment decreased $0.8 million period over period. The decrease was primarily driven by a positive product mix from higher margin projects and products, project timing, and other cost saving initiatives in the current year. Partially offsetting the decrease was organic volume growth and inflation in the current year.
Previous report
Our Medical segment incurred higher SG&A expenses of $0.3 million for the three months ended September 30, 2024 compared with the three months ended September 30, 2023. The increase was primarily due to inflation, higher SG&A expenses associated with restructuring in the current year, and the ec 2 acquisition.
Previous report
Our Technologies segment incurred higher SG&A expenses of $0.7 million for the three months ended September 30, 2024 compared with the three months ended September 30, 2023. The increase was primarily driven by higher SG&A expenses associated with increased compensation costs due to inflation and higher headcount, partially offset by decreased amortization expense resulting from fully amortized intangible assets.
Previous report
Corporate SG&A expenses were $18.4 million for the three months ended September 30, 2024 and $18.8 million for the three months ended September 30, 2023. The decrease in SG&A expenses of $0.4 million was primarily driven by a net decrease in stock-based compensation expense under the 2021 Omnibus Incentive Plan and Profit Interests (see Note 13, Stock-Based Compensation, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q). Partially offsetting the decrease is an increase in compensation costs and external fees incurred for operational improvement initiatives.
Previous report
Loss on disposal of business
Previous report
Loss on disposal of business was $0.3 million for the three months ended September 30, 2023, related to the sale of the Rehab business. See discussion in "Recent Developments—Biodex Rehab Sale"for further details.
Previous report
Loss from operations
Previous report
Medical segment revenues were $74.1 million for the three months ended September 30, 2024 and $68.8 million for the three months ended September 30, 2023, representing a $5.3 million increase period over period. Revenues increased $5.2 million due to price increases and organic growth and $3.0 million due to the acquisition of the ec 2 business. Offsetting the increase in the Medical segment revenues period over period was $2.2 million reduced revenues from Asia orders.
Previous report
Technologies
Previous report
Technologies segment revenues were $132.7 million for three months ended September 30, 2024 and $122.4 million for the three months ended September 30, 2023, representing an increase of $10.3 million period over period. The increase is primarily driven by increased revenue of $11.7 million due to price increases and organic growth, partially offset by a $2.2 million decrease due to projects execution timing.
Previous report
Income from operations was $14.7 million and $5.4 million for the three months ended September 30, 2024 and 2023, respectively. Income from operations increased $9.3 million period over period driven primarily by the changes in revenues described above, $7.2 million higher net income due to a positive product mix from higher margin projects and products in the current year, and $2.1 million in lower amortization expenses due to fully amortized intangible assets. Partially offsetting the increase in income from operations were increased SG&A expenses of $2.8 million due to increased compensation costs and legal fees with the remainder primarily due to the negative impacts of inflation.
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Reworded paragraphs (42)
Previous wording
We manage and report results of operations in two business segments: Medical and Technologies.
Current wording
We manage and report results of operations in two business segments: Medical and Nuclear & Safety.
Previous wording
•Our revenues were $206.8 million for the three months ended September 30, 2024 and $191.2 million for the three months ended September 30, 2023, of which 35.8% and 36.0% were generated in the Medical segment for the three months ended September 30, 2024 and 2023, respectively, and 64.2% and 64.0% were generated in the Technologies segment for the three months ended September 30, 2024 and 2023, respectively.
Current wording
•Our revenues were $202.0 million for the three months ended March 31, 2025 and $192.6 million for the three months ended March 31, 2024, of which 34.0% and 34.7% were generated in the Medical segment for the three months ended March 31, 2025 and 2024, respectively, and 66.0% and 65.3% were generated in the Nuclear & Safety segment for the three months ended March 31, 2025 and 2024, respectively.
Previous wording
•Backlog (representing committed but undelivered contracts and purchase orders) was $814.9 million and $857.1 million as of September 30, 2024, and December 31, 2023, respectively. There was no impact to backlog as of September 30, 2024 from the long-term strategic partnership agreement signed with customer EDF during the nine months ended September 30, 2024.
Current wording
•Backlog (representing committed but undelivered contracts and purchase orders) was $813.5 million and $811.9 million as of March 31, 2025, and December 31, 2024, respectively.
Previous wording
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:
Current wording
We believe that our business and results of operations and financial condition may be impacted in the future by various trends, conditions and risks.
Previous wording
•Medical/lab dosimetry growth supported by growing and aging demographics, increased number of healthcare professionals, and penetration of radiation therapy/diagnostics; and
Current wording
•Medical/lab dosimetry growth supported by growing and aging demographics, increased number of healthcare professionals, and penetration of radiation therapy/diagnostics;
Previous wording
•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 Technologies 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.
Current wording
•Nuclear new build projects—A portion of our remaining performance obligations 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 Nuclear & Safety 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.
Previous wording
•International conflict such as the Russia-Ukraine conflict and conflict in the Middle East—International conflict such as the Russia-Ukraine conflict has impacted and may continue to impact us, and conflict in the Middle East may impact us in the future, including through increased inflation, limited availability of certain commodities, supply chain disruption, disruptions to our global technology infrastructure, including cyberattacks, increased terrorist activities, volatility or disruption in the capital markets, and delays or cancellations of customer projects.
Current wording
•Geopolitical and Trade Conditions—Geopolitical and trade conditions, including related to matters affecting Russia, the relationship between the United States and China, and conflict in the Middle East has impacted and may continue to impact us, through increased inflation, limited availability of certain commodities, supply chain disruption, disruptions to our global technology infrastructure, including cyberattacks, increased terrorist activities, volatility or disruption in the capital markets, and delays or cancellations of customer projects.
Previous wording
•Tariffs or sanctions—The United States 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.
Current wording
•Tariffs or Sanctions—The United States imposed additional tariffs on imports from China and proposed new tariffs on imports from other countries, which has resulted in retaliatory tariffs and restrictions implemented by China and other countries and may result in additional tariffs and restrictions. 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.
Previous wording
•Environmental objectives of governments—Growth and operating results in our Technologies 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.
Current wording
•Environmental objectives of governments—Growth and operating results in our Nuclear & Safety 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.
Previous wording
•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.
Current wording
•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 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.
Previous wording
•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/assessments, changes in interest rates, and fluctuations in the cost and availability of commodities.
Current wording
•Financial risks—Our business and financial statements can be adversely affected by foreign currency exchange rates, changes in interest rates, recognition of impairment charges for our goodwill or other intangible assets and fluctuations in the cost and availability of commodities.
Previous wording
•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.
Current wording
•Global risk, including tariffs—Our business depends in part on operations and sales outside the United States. Risks related to those international operations and sales include new foreign investment laws, new export/import regulations, and additional trade restrictions (such as tariffs, sanctions, and embargoes). New laws that favor local competitors could prevent our ability to compete outside the United States. Additional potential issues are associated with the impact of these same risks on our suppliers and customers. If our customers or suppliers are impacted by these risk factors, we may see the reduction or cancellation of customer orders, or interruptions in the supply of raw materials and components.
Previous wording
The following tables present a reconciliation of certain non-GAAP financial measures for the three and nine months ended September 30, 2024 and for the three and nine months ended September 30, 2023.
Current wording
The following tables present a reconciliation of certain non-GAAP financial measures for the three months ended March 31, 2025 and for the three months ended March 31, 2024.
Previous wording
We manage and report our business in two business segments: Medical and Technologies.
Current wording
We manage and report our business in two business segments: Medical and Nuclear & Safety.
Previous wording
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, and medical imaging furniture.
Current wording
Medical includes products and services for radiation therapy, nuclear medicine and personal dosimetry. This segment’s principal product offering is in Radiation Therapy Quality Assurance, which includes solutions for calibrating and/or verifying imaging, treatment machine, patient treatment plan, and patient treatment accuracy. The advancing field of Nuclear Medicine is also served by this segment including products for radiation measurement, product handling, and medical imaging, inclusive of software across the radiopharmaceutical lifecycle. Dosimetry solutions monitor the total amount of radiation medical staff members are exposed to over time.
Previous wording
Technologies includes products and services for defense, nuclear energy, laboratories and research and other industrial markets. This segment’s principal offerings are:
Current wording
Nuclear & Safety includes products and services focused on addressing critical radiation safety, measurement and analysis applications across nuclear energy, laboratories and research and other industrial markets such as defense. For NPPs, we sell products and services for use at any stage of their life (construction, operation, decommissioning and dismantling), with NPPs representing the majority of our sales into the nuclear end market.
Previous wording
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 Technologies segment. As of September 30, 2024, the Company has approximately $6.1 million in net contract assets and accounts receivable, net of related reserves of approximately $1.1 million for Russian customers and channel partners. The Company maintains $14.4 million in advance payment guarantees and $14.5 million in performance guarantees in support of these projects. As of September 30, 2024, 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 approximately $117.2 million at September 30, 2024.
Current wording
The United States, the European Union, the United Kingdom and other governments have implemented major trade and financial sanctions against Russia and related parties in response to Russia's invasion of Ukraine. We do business with Russian customers both within and outside of Russia and with customers who have contracts with Russian counterparties. The conflict’s impact on the Company is predominantly in our Nuclear & Safety segment. As of March 31, 2025, the Company has approximately $8.6 million in net contract assets and accounts receivable associated with Russian-related projects. We also maintain $12.9 million in advance payment guarantees and $13.0 million in performance guarantees in support of these projects. The remaining performance obligations in our backlog for Russian-related projects was approximately $112.7 million at March 31, 2025.
Previous wording
Revenues were $206.8 million for the three months ended September 30, 2024 and $191.2 million for the three months ended September 30, 2023. Our Medical segment contributed $74.1 million and $68.8 million of revenues for the three months ended September 30, 2024 and 2023, respectively. Our Technologies segment contributed $132.7 million and $122.4 million of revenues for the three months ended September 30, 2024 and 2023, respectively. Gross profit was $92.9 million and $80.8 million for the three months ended September 30, 2024 and 2023, respectively, resulting in an $12.1 million increase from the three months ended September 30, 2023.
Current wording
Revenues were $202.0 million for the three months ended March 31, 2025 and $192.6 million for the three months ended March 31, 2024. Our Medical segment contributed $68.6 million and $66.8 million of revenues for the three months ended March 31, 2025 and 2024, respectively. Our Nuclear & Safety segment contributed $133.4 million and $125.8 million of revenues for the three months ended March 31, 2025 and 2024, respectively. Gross profit was $96.1 million and $87.1 million for the three months ended March 31, 2025 and 2024, respectively, resulting in a $9.0 million increase from the three months ended March 31, 2024.
Previous wording
Net loss was $14.0 million and $12.9 million for the three months ended September 30, 2024 and 2023, respectively. Our Medical segment contributed $4.0 million of income from operations for the three months ended September 30, 2024 and 2023, respectively. Our Technologies segment contributed $14.7 million of income from operations and $5.4 million of income from operations for the three months ended September 30, 2024 and 2023, respectively. The overall increase in net loss is primarily driven by a $12.8 million decrease in the loss from fair value of warrant liabilities in the prior year that no longer impacts the current year, higher provision for/lower benefit from income taxes in the current year, increased restructuring costs, and increased compensation costs in the current year. Offsetting these items were increased revenues in the Medical and Technologies segments, a favorable margin for current projects and products in the current period, decreased amortization expense in the current year due to fully amortized intangibles, and lower selling, general and administrative costs associated with stock-based compensation expense.
Current wording
Net income was $0.4 million for the three months ended March 31, 2025 and our net loss was $26.5 million for the three months ended March 31, 2024. Our Medical segment contributed $6.7 million and $1.4 million of income from operations for the three months ended March 31, 2025 and 2024, respectively. Our Nuclear & Safety segment contributed $21.7 million and $12.6 million of income from operations for the three months ended March 31, 2025 and 2024, respectively. The overall decrease in net loss is primarily driven by a $5.7 million decrease in the loss from fair value of warrant liabilities in the prior year that no longer impacts the current year, increased revenues in the Nuclear & Safety segment, a favorable margin for current projects and products in the current period, and decreased amortization of intangible assets. Partially offsetting these items were higher software licensing costs, increased depreciation, and increased compensation costs in the current year.
Previous wording
Revenues were $206.8 million for the three months ended September 30, 2024 and $191.2 million for the three months ended September 30, 2023. Revenues increased $15.6 million from the three months ended September 30, 2023.
Current wording
Revenues were $202.0 million for the three months ended March 31, 2025 and $192.6 million for the three months ended March 31, 2024. Revenues increased $9.4 million from the three months ended March 31, 2024.
Previous wording
Technologies segment revenues increased for the three months ended September 30, 2024 compared with the three months ended September 30, 2023 primarily due to price increases and organic volume growth, partially offset by execution timing.
Current wording
Nuclear & Safety segment revenues increased for the three months ended March 31, 2025 compared with the three months ended March 31, 2024 primarily due to price increases and organic volume growth, partially offset by foreign exchange impacts.
Previous wording
Selling, general and administrative (“SG&A”) expenses were $84.3 million for the three months ended September 30, 2024 and $83.7 million for the three months ended September 30, 2023, resulting in an increase of $0.6 million period over period.
Current wording
Selling, general and administrative (“SG&A”) expenses were $78.7 million for the three months ended March 31, 2025 and $84.1 million for the three months ended March 31, 2024, resulting in a decrease of $5.4 million period over period.
Previous wording
Research and development (“R&D”) expenses were $10.2 million for the three months ended September 30, 2024 and $7.9 million for the three months ended September 30, 2023, resulting in an increase of $2.3 million period over period. The increase in R&D expense was primarily due to increased compensation costs for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023.
Current wording
Research and development (“R&D”) expenses were $8.7 million for the three months ended March 31, 2025 and $7.9 million for the three months ended March 31, 2024, resulting in an increase of $0.8 million period over period. The increase in R&D expenses was primarily due to increased compensation costs and increased depreciation expense for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.
Previous wording
Loss from operations was $1.6 million for the three months ended September 30, 2024 compared with a loss of $11.1 million for the three months ended September 30, 2023. On a segment basis, income from operations in the Medical segment for the three months ended September 30, 2024 and 2023 were $4.0 million and $4.0 million, respectively, representing consistent operations period over period. Income from operations in the Technologies segment for the three months ended September 30, 2024 and three months ended September 30, 2023 was $14.7 million and $5.4 million, respectively, representing an increase of $9.3 million period over period. Corporate expenses were $20.3 million and $20.5 million for the three months ended September 30, 2024 and 2023, respectively, representing a decrease in income from operations of $0.2 million as discussed in "Selling, general and administrative expenses" above. See “Business segments” and “Corporate and other” below for further details.
Current wording
Income from operations was $8.7 million for the three months ended March 31, 2025 compared with a loss of $4.9 million for the three months ended March 31, 2024. On a segment basis, income from operations in the Medical segment for the three months ended March 31, 2025 and 2024 were $6.7 million and $1.4 million, respectively. Income from operations in the Nuclear & Safety segment for the three months ended March 31, 2025 and three months ended March 31, 2024 were $21.7 million and $12.6 million, respectively, representing an increase of $9.1 million period over period. Corporate expenses were $19.7 million and $18.9 million for the three months ended March 31, 2025 and 2024, respectively, representing a decrease in income from operations of $0.8 million as discussed in "Selling, general and administrative expenses" above. See “Business segments” and “Corporate and other” below for further details.
Previous wording
Interest expense, net, was $12.7 million for the three months ended September 30, 2024 and $14.2 million for the three months ended September 30, 2023. The decrease in net interest expense was due lower interest rates negotiated with the debt refinancing during the three months ended June 30, 2024, interest from derivatives, and additional interest earned on cash deposits in the current period. For more information, see Note 8, Borrowings, and Note 17, Derivatives and Hedging, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
Interest expense, net, was $10.6 million for the three months ended March 31, 2025 and $13.8 million for the three months ended March 31, 2024. The decrease in interest expense, net was due to lower interest rates negotiated with the debt refinancing during the three months ended June 30, 2024, interest from derivatives, and additional interest earned on cash deposits in the current period. For more information, see Note 7, Borrowings, and Note 16, Derivatives and Hedging, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
We recorded a $0.9 million net gain for the three months ended September 30, 2024 and a $1.5 million net loss for the three months ended September 30, 2023 from foreign currency exchange. The change in net foreign currency loss (gain) is due primarily to fluctuations in European local currencies in relation to the U.S. dollar.
Current wording
We recorded a $2.8 million net gain for the three months ended March 31, 2025 and a $0.8 million net loss for the three months ended March 31, 2024 from foreign currency exchange. The change in foreign currency loss (gain), net is due primarily to fluctuations in European local currencies in relation to the U.S. dollar.
Previous wording
We recognized an unrealized gain of $(12.8) million for the three months ended September 30, 2023. During the three months ended June 30, 2024, we settled the Public Warrant and Private Placement Warrant liabilities in conjunction with the warrant redemption/exchange. See Note 1, Nature of Business and Summary of Significant Accounting Policies, and Note 16, Fair Value Measurements, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
We recognized an unrealized expense of $5.7 million for the three months ended March 31, 2024. During the three months ended June 30, 2024, we settled the Public Warrant and Private Placement Warrant liabilities in conjunction with the warrant redemption/exchange. See Note 1, Nature of Business and Summary of Significant Accounting Policies, and Note 15, Fair Value Measurements, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
The effective income tax rate was (7.7)% and 5.8% for the three months ended September 30, 2024 and 2023, respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings and the impact of valuation allowances.
Current wording
The effective income tax rate was 33.3% and (4.7)% for the three months ended March 31, 2025 and 2024, respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings and the impact of valuation allowances.
Previous wording
The following provides detail for business segment results for the three months ended September 30, 2024 and 2023. Segment (loss) income from operations includes revenues of the segment less expenses that are directly related to those revenues but excludes certain charges to cost of revenues and SG&A expenses predominantly related to corporate costs, which are included in Corporate and Other in the table below. Interest expense, loss on debt extinguishment, foreign currency loss (gain), net, and other expense (income), net, are not allocated to segments.
Current wording
The following provides detail for business segment results for the three months ended March 31, 2025 and 2024. Segment income from operations includes revenues of the segment less expenses that are directly related to those revenues but excludes certain charges to cost of revenues and SG&A expenses predominantly related to corporate costs, which are included in Corporate and Other in the table below. Interest expense, foreign currency loss (gain), net, and other expense (income), net, are not allocated to segments.
Previous wording
Income from operations was $4.0 million and $4.0 million for the three months ended September 30, 2024 and 2023, respectively, representing no increase in income from operations period over period. The consistent income from operations period over period was largely due to a favorable margin product mix of $0.6 million, and the increased revenues noted above including the increase in income from the acquisition of the ec 2 business of $0.3 million. Partially offsetting the increase in income was an increase of restructuring and impairment costs by $1.8 million in the current year, with the remainder primarily due to the negative impacts of inflation.
Current wording
Income from operations was $6.7 million and $1.4 million for the three months ended March 31, 2025 and 2024, respectively, representing a $5.3 million increase in income from operations period over period. The increase in income from operations period over period was largely due to a favorable margin product mix of $2.4 million, reduction in amortization expense of $2.0 million, increased revenues noted above and reduction of merger and acquisition costs in 2025 of $0.6 million. Partially offsetting the increase in income was an increase in ERP related expenses of $0.6 million.
Previous wording
Income from operations was $45.8 million and $23.7 million for the nine months ended September 30, 2024 and 2023, respectively. Income from operations increased $22.1 million period over period driven primarily by the changes in revenues described above, $6.3 million in lower amortization expenses due to fully amortized intangible assets, and $12.7 million of a positive product mix from higher margin projects and products in the current year. Partially offsetting the increases in income from operations were increased cost of revenues of $15.5 million due to higher volume, with the remainder primarily due to negative impacts of inflation.
Current wording
Income from operations was $21.7 million and $12.6 million for the three months ended March 31, 2025 and 2024, respectively. Income from operations increased $9.1 million period over period driven primarily by the changes in revenues described above, $1.4 million higher net income due to a positive product mix from higher margin projects and products in the current year, and $4.0 million in lower amortization expenses due to fully amortized intangible assets.
Previous wording
Corporate and other costs were $20.3 million for the three months ended September 30, 2024 and $20.5 million for the three months ended September 30, 2023, which represents a decrease of $0.2 million period over period. The decrease versus the comparable period was predominantly driven by a net decrease in stock-based compensation expense of $2.3 million under the 2021 Omnibus Incentive Plan and Profit Interests (see Note 13, Stock-Based Compensation, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q). Partially offsetting the decrease was an increase of $0.7 million in compensation costs, a $0.3 million increase in IT related costs, and a $0.9 million increase in external fees incurred for operational improvement initiatives in the current year. For reconciliations of segment operating income and corporate and other costs to our consolidated results, see Note 15, Segment Information, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
For reconciliations of segment operating income and corporate and other costs to our consolidated results, see Note 14, Segment Information, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
At September 30, 2024 and December 31, 2023 we had $133.7 million and $128.8 million, respectively, in cash and cash equivalents, which include amounts held by entities outside of the United States of approximately $104.2 million and $105.4 million, respectively, primarily in Europe and Canada. Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are asserting indefinite reinvestment of cash for certain non-U.S. subsidiaries. The Company has alternative repatriation options other than dividends should the need arise. The 2021 Credit Agreement provides for up to $90.0 million of revolving borrowings. The amount available on the revolver as of September 30, 2024 and December 31, 2023 was approximately $72.2 million and $73.3 million, respectively.
Current wording
At March 31, 2025 and December 31, 2024 we had $186.2 million and $175.6 million, respectively, in cash and cash equivalents, which include amounts held by entities outside of the United States of approximately $136.4 million and $131.9 million, respectively, primarily in Europe and Canada. Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are asserting indefinite reinvestment of cash for certain non-U.S. subsidiaries. The Company has alternative repatriation options other than dividends should the need arise. The 2021 Credit Agreement provides for up to $175.0 million of revolving borrowings. The amount available on the revolving facility under the 2021 Credit Agreement (as defined below) as of March 31, 2025 and December 31, 2024 was approximately $157.0 million and $72.1 million, respectively.
Previous wording
There is a discussion in Note 8, Borrowings, of the unaudited Condensed Consolidated Financial Statements included elsewhere in this Form 10-Q of the long-term debt arrangements issued by Mirion. For more information on our lease commitments, see Note 9, Leased Assets, of the unaudited Condensed Consolidated Financial Statements and for other commitments and contingencies, see Note 10, Commitments and Contingencies, of the unaudited Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
For more information on our long-term debt arrangements, lease commitments, and other commitments and contingencies, see Note 7, Borrowings, Note 8, Leased Assets, and Note 9, Commitments and Contingencies, respectively, of the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report Form 10-Q.
Previous wording
The 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility and a $90.0 million senior secured revolving facility (collectively, the “Credit Facilities”). 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
Current wording
The 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility and a $175.0 million (see amendment description in Revolving Line of Credit below) 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 March 21, 2030 (subject to other terms and conditions). The agreement requires the payment of a commitment fee of 0.50% per annum for unused revolving commitments, subject to stepdowns to 0.375% per annum and 0.25% per annum upon the achievement of specified leverage ratios. Any outstanding letters of credit issued under the 2021 Credit Agreement reduce the availability under the revolving line of credit.
Previous wording
The 2021 Credit Agreement is secured by a first priority lien on the equity interests of the Parent Borrower owned by Holdings and substantially all of the assets (subject to customary exceptions) of the borrowers and the other guarantors thereunder. Interest with respect to the facilities is based on, at the option of the borrowers, (i) a customary base rate formula for borrowings in U.S. dollars or (ii) a floating rate formula based on LIBOR (with customary fallback provisions described below) for borrowings in U.S. dollars, a floating rate formula based on EURIBOR for borrowings in Euro or a floating rate formula based on SONIA for borrowings in Pounds Sterling, each as described in the 2021 Credit Agreement with respect to the applicable type of borrowing. The 2021 Credit Agreement includes fallback language that seeks to either facilitate an agreement with our lenders on a replacement rate for LIBOR in the event of its discontinuance or that automatically replaces LIBOR with benchmark rates based on the Secured Overnight Financing Rate ("SOFR") or other benchmark replacement rates upon triggering events.
Current wording
The 2021 Credit Agreement is secured by a first priority lien on the equity interests of the Parent Borrower owned by Holdings and substantially all of the assets (subject to customary exceptions) of the borrowers and the other guarantors thereunder. Interest with respect to the facilities is based on, at the option of the borrowers, (i) a customary base rate formula for borrowings in U.S. dollars or (ii) a floating rate formula based on 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 (SOFR was adopted via agreement amendment in replacement of LIBOR in 2023).
Previous wording
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 IntermediateCo, Inc. 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.
Current wording
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 IntermediateCo, Inc. 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 IntermediateCo, Inc. was in compliance with all debt covenants on March 31, 2025 and December 31, 2024.
Previous wording
On May 22, 2024, the Company entered into Amendment No.3 (“Amendment”) to the Credit Agreement. The Amendment reduced the applicable margin rate on the term loans from 2.75% to 2.25% and reduced the credit spread based upon rate term to 0%, with other terms and conditions remaining consistent (effectively the existing loan was refinanced). The Amendment was accounted for prospectively as a debt modification in accordance with ASC 470-50, Debt—Modifications and Extinguishments. No further principal payments are due until the expiration of the term. The interest rate was 6.85% (with no spread rate based upon rate term) and 8.40% (including spread rate based upon rate term) as of September 30, 2024 and December 31, 2023, respectively.
Current wording
Term Loan -The term loan has a seven-year term (expiring October 2028) and bears interest at the greater of LIBOR (through June 30, 2023) / SOFR (subsequent to June 30, 2023 through May 21, 2024) or 0.50%, plus 2.75%. On May 22, 2024, the Company entered into Amendment No. 3 (the “Amendment”) to the Credit Agreement. The Amendment reduced the applicable margin rate on the term loans from 2.75% to 2.25% and reduced the credit spread based upon rate term to 0%, with other terms and conditions remaining consistent (effectively the existing loan was refinanced). The Amendment was accounted for prospectively as a debt modification in accordance with ASC 470-50, Debt—Modifications and Extinguishments. No further principal payments are due until the expiration of the term. The interest rate was 6.55% (with no spread rate based upon rate term) and 6.85% (including spread rate based upon rate term) as of March 31, 2025 and December 31, 2024, respectively. The Company paid no principal payments for the three months ended March 31, 2025 and for year ended December 31, 2024, yielding an outstanding balance of approximately $694.6 million as of March 31, 2025 and December 31, 2024.
Previous wording
Net cash used in investing activities was $34.1 million for the nine months ended September 30, 2024 versus $22.3 million for the nine months ended September 30, 2023 representing a change of $11.8 million. The increase in net cash used was driven primarily by an $11.9 million increase in purchases of property, plant, and equipment and badges.
Current wording
Net cash used in investing activities was $7.6 million for the three months ended March 31, 2025 versus $12.9 million for the three months ended March 31, 2024 representing a change of $5.3 million. The decrease in net cash used was driven primarily by a $4.3 million decrease in purchases of property, plant, equipment and badges.
Previous wording
Net Cash Provided by Financing Activities
Current wording
Net Cash (Used in) Provided by Financing Activities
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•Decisions by governments to build new power plants or decommission existing plants can positively and negatively impact our customer base.
Current report — wording carried from elsewhere
•Tax risks—Our business and financial statements can be adversely affected by changes in tax rates or exposure to tax liabilities/assessments:
Current report — wording carried from elsewhere
For the Three Months Ended March 31, 2025 and for the Three Months Ended March 31, 2024
Current report — wording carried from elsewhere
Net Cash Provided by Operating Activities
Rearranged previous paragraphs (10)
Previous report — wording carried elsewhere
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
Previous report — wording carried elsewhere
The following table summarizes our results of operations for the periods presented below (in millions):
Previous report — wording carried elsewhere
Interest expense, net, was $39.6 million for the nine months ended September 30, 2024 and $42.7 million for the nine months ended September 30, 2023. The decrease in interest expense was due to the $127.3 million early debt repayment using proceeds from the $150.0 million T. Rowe Price direct investment in 2023, lower interest rates negotiated with the debt refinancing during the three months ended June 30, 2024, interest from derivatives, and additional interest earned on cash deposits in the current year. For more information, see Note 8, Borrowings, and Note 17, Derivatives and Hedging, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Previous report — wording carried elsewhere
We recorded a $0.2 million loss for the nine months ended September 30, 2024 and a $1.0 million loss for the nine months ended September 30, 2023 from foreign currency exchange. The change in net foreign currency loss is due primarily to fluctuations in European local currencies in relation to the U.S. dollar.
Previous report — wording carried elsewhere
Change in fair value of warrant liabilities
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The effective income tax rate was (5.8)% and 3.6% for the nine months ended September 30, 2024 and 2023, respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings and the impact of valuation allowances.
Previous report — wording carried elsewhere
The following provides detail for business segment results for the nine months ended September 30, 2024 and 2023. Segment (loss) income from operations includes revenues of the segment less expenses that are directly related to those revenues but excludes certain charges to cost of revenues and SG&A expenses predominantly related to corporate costs, which are included in Corporate and Other in the table below. Interest expense, loss on debt extinguishment, foreign currency loss (gain), net, and other expense (income), net, are not allocated to segments.
Previous report — wording carried elsewhere
For reconciliations of segment revenues and operating (loss) income to our consolidated results, see Note 15, Segment Information, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
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Corporate and other costs include costs associated with our corporate headquarters located in Georgia, as well as centralized global functions including Executive, Finance, Legal and Compliance, Human Resources, Technology, Strategy, and Marketing and other costs related to company-wide initiatives (e.g., Business Combination transaction expenses, merger and acquisition activities, restructuring and other initiatives).
Previous report — wording carried elsewhere
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.