Mirion Technologies, Inc.
For the period ended Mar 31, 2026. Filed Apr 29, 2026.
View on SEC.govAbout this filing
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, 2026 · Filed Apr 29, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-29.
0001628280-25-047169
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-29.
0001628280-26-028363
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 202 previous paragraphs and 151 current paragraphs.
81 unchanged; 52 reworded; 17 added; 58 removed; 11 previous and 1 current paragraphs rearranged.
Tables are not compared: 14 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 (17)
Current report
Overview
Current report
(1)Pre-tax non-operating expenses of $4.9 million for the three months ended March 31, 2026 include $4.6 million of mergers and acquisitions expenses, primarily consisting of nonrecurring third-party consulting and professional fees..
Current report
Paragon Acquisition
Current report
On December 1, 2025, Mirion acquired 100% of the outstanding membership interest of WCI-Gigawatt Intermediate Holdco, LLC, the indirect parent of Paragon Energy Solutions, LLC ("Paragon") for $588.5 million of gross purchase consideration ($581.3 million, net of cash and net working capital adjustment), subject to final closing statement balances. As part of the Nuclear & Safety segment, Paragon is a leading provider of highly engineered solutions for large-scale nuclear power plants and small modular reactors (SMRs) in the United States. Mirion management believes that Paragon will provide Mirion's nuclear power customers with a more comprehensive suite of product offerings and services to meet their growing needs. Additionally, the addition of Paragon significantly enhances our presence in the U.S. nuclear power market and the developing SMR commercial entrants.
Current report
Certrec Acquisition
Current report
Overview
Current report
Medical segment revenues increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to price increases, organic volume growth, and foreign exchange impacts.
Current report
Cost of revenues related to the Nuclear & Safety segment increased $31.6 million period over period. The increase was primarily driven by foreign exchange impacts of $3.2 million, unfavorable margin mix of $2.9 million, inflation of $2.1 million, and costs associated with the recent acquisitions of $22.5 million.
Current report
Our Nuclear & Safety segment incurred higher SG&A expenses of $21.1 million for the three months ended March 31, 2026 compared with the three months ended March 31, 2025. The increase was driven by increased compensation costs, amortization expense from newly acquired intangible assets, foreign exchange impacts, and increased depreciation.
Current report
Research and development expenses
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
Income from operations was $20.9 million and $21.7 million for the three months ended March 31, 2026 and 2025, respectively. Income from operations decreased $0.8 million period over period driven by a loss from operations associated with recent acquisitions (inclusive of purchase accounting intangibles amortization of $8.4 million). Other impacts to the business include $2.1 million in negative foreign exchange and inflationary impacts on operating expenses. These changes were partially offset by the increase in revenues described above.
Current report
The Company maintains a credit agreement (the “2021 Credit Agreement”) among Mirion IntermediateCo Inc., a Delaware corporation, as Holdings, Mirion Technologies (US Holdings), Inc., as the Parent Borrower, Mirion Technologies (US), Inc., as the Subsidiary Borrower, the lending institutions party thereto, and Citibank, N.A., as the Administrative Agent and Collateral Agent.
Current report
Term Loan -The term loan had a remaining principal balance of $450.0 million as of March 31, 2026 and December 31, 2025. The term loan bore interest at the greater of SOFR or 0.50%, plus 2.00%. The interest rate was 5.67% and 5.78% as of March 31, 2026 and December 31, 2025, respectively. The Company made no repayments during the three months ended March 31, 2026 and repaid $244.6 million during the year ended December 31, 2025.
Current report
Redemption
Current report
Net cash used in investing activities was $9.2 million for the three months ended March 31, 2026 versus $7.6 million for the three months ended March 31, 2025 representing an increase of $1.6 million. The increase in net cash used was driven primarily by $1.0 million in additional capital expenditures and a $0.6 million decrease in proceeds from net investment hedge derivative contracts classified as investing activities.
Current report
Net cash used in financing activities was $19.9 million during the three months ended March 31, 2026 versus $21.2 million during the three months ended March 31, 2025. The decrease of $1.3 million period over period primarily relates to financing costs of $0.5 million in the prior period and a net decrease in repurchases of Company stock for treasury and tax withholdings for vesting restricted stock units of $0.4 million.
Removed paragraphs (58)
Previous report
•Our revenues were $648.0 million for the nine months ended September 30, 2025 and $606.5 million for the nine months ended September 30, 2024, of which 35.2% and 35.3% were generated in the Medical segment for the nine months ended September 30, 2025 and 2024, respectively, and 64.8% and 64.7% were generated in the Nuclear & Safety segment for the nine months ended September 30, 2025 and 2024, respectively.
Previous report
(2)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
(1)Pre-tax non-operating expenses of $10.6 million for the nine months ended September 30, 2025 include $4.2 million of mergers and acquisitions expenses; $2.9 million of restructuring and other related costs; $1.3 million of one-time consulting fees related to IT services sourcing excellence; $1.1 million of consulting costs related to Nuclear & Safety segment enterprise resource planning software upgrades; and $1.0 million of asset impairment charges of our equity investment (100% impairment).
Previous report
(2)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 acquisitions expenses; offset by $1.2 million gain on the disposal of the Rehab business.
Previous report
September 2025 Class A Common Stock Offering, Convertible Notes Offering, and Agreement to Purchase Paragon Energy Solutions
Previous report
On September 30, 2025, the Company completed a public offering of 19,906,322 shares of Mirion's Class A common stock at a public offering price of $21.35 per share, including the underwriters' exercise in full of their option to purchase additional shares. Additionally, on September 30, 2025, the Company completed a private offering of $375.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2031, including the initial purchasers’ exercise in full of their option to purchase additional Notes (the “2031 Notes”). The Notes have a maturity date of October 1, 2031. The Company expects to use the net proceeds from the Class A common stock offering, together with the net proceeds from the offering of 2031 Notes, to fund the planned acquisition of all of the outstanding membership interests of WCI-Gigawatt Intermediate Holdco, LLC, as the indirect parent of Paragon Energy Solutions, LLC, for approximately $585.0 million pursuant to the equity purchase agreement signed September 24, 2025. The closing of the Paragon acquisition is subject to customary closing conditions, including (i) expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any law, injunction or other governmental order that prohibits the consummation of the Acquisition, and (iii) other customary closing conditions, including the accuracy of the parties' representations and warranties (subject to certain materiality qualifications) and each party's compliance with its covenants and agreements contained in the equity purchase agreement. The Paragon acquisition is expected to close before year-end 2025. Remaining funds from the offerings will be used for general corporate purposes and working capital. Refer to discussion included within Liquidity and Capital Resourcesfor more details.
Previous report
Certrec Business Combination
Previous report
Medical segment revenues increased for the three months ended September 30, 2025 compared with the three months ended September 30, 2024 primarily due to organic volume growth, price increases, and foreign exchange fluctuations.
Previous report
Our Nuclear & Safety segment incurred lower SG&A expenses of $2.6 million for the three months ended September 30, 2025 compared with the three months ended September 30, 2024. The decrease was driven by lower amortization expense for intangible assets, partially offset by increased depreciation expense and compensation costs.
Previous report
Research and development
Previous report
On July 4, 2025, the "One Big Beautiful Bill Act" was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses. We expect the legislation to have a favorable impact on our annual effective tax rate and cash tax position.
Previous report
Income from operations was $21.3 million and $14.7 million for the three months ended September 30, 2025 and 2024, respectively. Income from operations increased $6.6 million period over period driven primarily by the changes in revenues described above, $2.8 million in lower amortization expenses due to fully amortized intangible assets, and $1.5 million in lower incentive compensation, partially offset by increased base compensation costs of $2.0 million.
Previous report
For the Nine Months Ended September 30, 2025 and the Nine Months Ended September 30, 2024
Previous report
Revenues were $648.0 million for the nine months ended September 30, 2025 and $606.5 million for the nine months ended September 30, 2024. Our Medical segment contributed $228.3 million and $214.1 million of revenues for the nine months ended September 30, 2025 and 2024, respectively. Our Nuclear & Safety segment contributed $419.7 million and $392.4 million of revenues for the nine months ended September 30, 2025 and 2024, respectively. Gross profit was $303.1 million and $277.4 million for the nine months ended September 30, 2025 and 2024, respectively, resulting in a $25.7 million increase from the nine months ended September 30, 2024.
Previous report
Net income was $12.0 million for the nine months ended September 30, 2025 and our net loss was $52.5 million for the nine months ended September 30, 2024. Our Medical segment contributed $28.3 million and $10.4 million of income from operations for the nine months ended September 30, 2025 and 2024, respectively. Our Nuclear & Safety segment contributed $62.0 million and $45.8 million of income from operations for the nine months ended September 30, 2025 and 2024, respectively. The overall increase in net income is primarily driven by increased revenues in the Nuclear & Safety segment and the Medical segment, decreased interest expense, a $16.9 million unrealized foreign currency gain as a result of fluctuations in the exchange rate between the US Dollar and the Euro in the current period, decreased amortization of intangible assets, a $5.3 million decrease in the loss from fair value of warrant liabilities in the prior year that no longer impacts the current year, and a current period benefit from income taxes. Partially offsetting these items was a $5.8 million loss on debt extinguishment in the current period, increased depreciation expense, increased mergers and acquisition expenses, and increased compensation costs in the current year.
Previous report
Revenues
Previous report
Revenues were $648.0 million for the nine months ended September 30, 2025 and $606.5 million for the nine months ended September 30, 2024. Revenues increased $41.5 million from the nine months ended September 30, 2024.
Previous report
Medical segment revenues increased for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024 primarily due to organic volume growth, price increases, recovery from operational delays in the comparable prior period, and foreign exchange fluctuations.
Previous report
Nuclear & Safety segment revenues increased for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024 primarily due to organic volume growth, price increases, foreign exchange fluctuations, and revenue from current period acquisitions.
Previous report
Cost of revenues
Previous report
Cost of revenues was $344.9 million for the nine months ended September 30, 2025 and $329.1 million for the nine months ended September 30, 2024, an increase of $15.8 million period over period.
Previous report
Cost of revenues related to the Medical segment increased $0.2 million period over period due to increased organic sales volume and inflation, partially offset by favorable margins due to product mix in the current period. Cost of revenues related to the Nuclear & Safety segment increased $18.5 million period over period. The increase was primarily driven by domestic volume growth of $7.6 million, increased costs of material and labor of $5.1 million (predominately at our France locations), foreign exchange impacts of $3.2 million, and increased depreciation of $2.6 million.
Previous report
Selling, general and administrative expenses
Previous report
Selling, general and administrative (“SG&A”) expenses were $248.3 million for the nine months ended September 30, 2025 and $255.9 million for the nine months ended September 30, 2024, resulting in a decrease of $7.6 million period over period.
Previous report
Our Medical segment incurred lower SG&A expenses of $4.1 million for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024. The decrease was driven by lower amortization expense related to intangible assets, partially offset by increased compensation costs.
Previous report
Our Nuclear & Safety segment incurred lower SG&A expenses of $9.1 million for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024. The decrease was driven by lower amortization expense related to intangible assets, partially offset by increased depreciation expense and compensation costs.
Previous report
Corporate SG&A expenses were $60.8 million for the nine months ended September 30, 2025 and $55.2 million for the nine months ended September 30, 2024. The increase of $5.6 million was primarily driven by increased compensation costs and current period expenses associated with mergers and acquisition, partially offset by decreased stock-based compensation expense and general corporate spend.
Previous report
Research and development
Previous report
Research and development (“R&D”) expenses were $28.8 million for the nine months ended September 30, 2025 and $26.9 million for the nine months ended September 30, 2024, resulting in an increase of $1.9 million period over period. The increase in R&D expenses was primarily due to increased compensation costs and depreciation expense for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.
Previous report
Gain on disposal of business
Previous report
Gain on disposal of business was $1.2 million for the nine months ended September 30, 2024, related to the sale of the Rehab business. For more information, see Note 2, Business Combinations, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Previous report
Income from operations
Previous report
Income from operations was $26.0 million for the nine months ended September 30, 2025 compared with a loss of $4.2 million for the nine months ended September 30, 2024. On a segment basis, income from operations in the Medical segment for the nine months ended September 30, 2025 and 2024 was $28.3 million and $10.4 million, respectively, representing an increase of $17.9 million period over period. Income from operations in the Nuclear & Safety segment for the nine months ended September 30, 2025 and nine months ended September 30, 2024 was $62.0 million and $45.8 million, respectively, representing an increase of $16.2 million period over period. Corporate loss from operations was $64.3 million and $60.4 million for the nine months ended September 30, 2025 and 2024, respectively, representing an increase of $3.9 million period over period. See “Business segments” and “Corporate and other” below for further details.
Previous report
Interest expense, net
Previous report
Foreign currency (gain) loss, net
Previous report
Loss on debt extinguishment
Previous report
Loss on debt extinguishment was $5.8 million for the nine months ended September 30, 2025, related to the refinancing of the term loan completed on June 5, 2025. See discussion in “Recent Developments - Term Loan Refinancing” for further details.
Previous report
Change in fair value of warrant liabilities
Previous report
We recognized a loss of $5.3 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2024, we settled the Public Warrant and Private Placement Warrant liabilities in conjunction with the Public Warrant redemption and the Private Placement Warrant exchange. See Note 1, Nature of Business and Summary of Significant Accounting Policiesto the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Showing the first 40 of 58 passages. Open the source sections for the rest.
Reworded paragraphs (52)
Previous wording
We manage and report results of operations in two business segments: Medical and Nuclear & Safety.
Current wording
We manage and report results of operations in two business segments: Nuclear & Safety and Medical.
Previous wording
•Our revenues were $223.1 million for the three months ended September 30, 2025 and $206.8 million for the three months ended September 30, 2024, of which 35.2% and 35.8% were generated in the Medical segment for the three months ended September 30, 2025 and 2024, respectively, and 64.8% and 64.2% were generated in the Nuclear & Safety segment for the three months ended September 30, 2025 and 2024, respectively.
Current wording
•Our revenues were $257.6 million for the three months ended March 31, 2026, and $202.0 million for the three months ended March 31, 2025, of which 72.0% and 66.0% were generated in the Nuclear & Safety segment for the three months ended March 31, 2026 and 2025, respectively, and 28.0% and 34.0% were generated in the Medical segment for the three months ended March 31, 2026 and 2025.
Previous wording
•Backlog (representing committed but undelivered contracts and purchase orders) was $808.0 million and $811.9 million as of September 30, 2025, and December 31, 2024, respectively.
Current wording
•Remaining performance obligations (representing committed but undelivered contracts and purchase orders) was $1,120.6 million and $1,104.3 million as of March 31, 2026, and December 31, 2025, respectively.
Previous wording
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 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. 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.
Previous wording
•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 wording
•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 100 year operating life cycle of a nuclear power plant (“NPP”);
Previous 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 have 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.
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 (including the U.S.-Israel-Iran conflict), have 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
•The OECD (Organization 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 wording
•The OECD (Organization 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 was 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 continue to expect the impact to be immaterial, Pillar Two could impact our cash taxes paid and effective tax rate.
Previous wording
The following tables present a reconciliation of certain non-GAAP financial measures for the three and nine months ended September 30, 2025 and for the three and nine months ended September 30, 2024.
Current wording
The following tables present a reconciliation of certain non-GAAP financial measures for the three months ended March 31, 2026, and for the three months ended March 31, 2025.
Previous wording
(1)Pre-tax non-operating expenses of $5.9 million for the three months ended September 30, 2025 include $3.9 million of mergers and acquisitions expenses; $1.0 million of restructuring and other related costs; $0.6 million of one-time consulting fees related to IT services sourcing excellence; and $0.3 million of consulting costs related to Nuclear & Safety segment enterprise resource planning software upgrades.
Current wording
(2)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.
Previous wording
The following tables present a reconciliation of GAAP income from operations to non-GAAP Adjusted EBITDA by segment for the three and nine months ended September 30, 2025 and the three and nine months ended September 30, 2024.
Current wording
The following tables present a reconciliation of GAAP income from operations to non-GAAP Adjusted EBITDA by segment for the three months ended March 31, 2026, and the three months ended March 31, 2025.
Previous wording
We manage and report our business in two business segments: Medical and Nuclear & Safety.
Current wording
We manage and report our business in two business segments: Nuclear & Safety and Medical.
Previous 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.
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 Nuclear Power Plants ("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
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.
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 (RT QA), 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
On July 31, 2025, Mirion acquired 100% of the equity interest of Certrec for approximately $82.2 million of purchase consideration ($79.9 million net of cash), subject to final closing statement balances. As part of the Nuclear & Safety segment, Certrec will be pivotal in expanding our offerings in the nuclear power market and further strengthen the development of our digital ecosystem.
Current wording
On July 31, 2025, Mirion acquired 100% of the equity interest of Certrec for $82.9 million of purchase consideration ($80.6 million net of cash), subject to final closing statement balances. As part of the Nuclear & Safety segment, Certrec is a leading supplier of regulatory compliance and digital integration solutions for the energy industry. Mirion management believes the Certrec business will be pivotal in expanding our offerings in the nuclear power market and further strengthen the development of our digital ecosystem.
Previous 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 September 30, 2025, the Company has approximately $17.8 million in net contract assets and accounts receivable associated with Russian-related projects. We also maintain $3.2 million in advance payment guarantees and $9.8 million in performance guarantees in support of these projects. The remaining performance obligations in our backlog for Russian-related projects was approximately $107.3 million at September 30, 2025.
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, 2026, the Company has approximately $8.7 million in net contract assets and accounts receivable for Russian customers and channel partners. The Company maintains $3.2 million in advance payment guarantees in support of these projects. The remaining performance obligations in our backlog for Russian-related projects were approximately $98.4 million at March 31, 2026.
Previous wording
The Company will continue to monitor the social, political, regulatory and economic environment in Ukraine and Russia, and will consider actions as appropriate.
Current wording
While we have not experienced significant impacts to our business results from these sanctions, the Company will continue to monitor the social, political, regulatory and economic environment in Ukraine and Russia, and will consider actions as appropriate.
Previous wording
Revenues were $223.1 million for the three months ended September 30, 2025 and $206.8 million for the three months ended September 30, 2024. Our Medical segment contributed $78.5 million and $74.1 million of revenues for the three months ended September 30, 2025 and 2024, respectively. Our Nuclear & Safety segment contributed $144.6 million and $132.7 million of revenues for the three months ended September 30, 2025 and 2024, respectively. Gross profit was $104.5 million and $92.9 million for the three months ended September 30, 2025 and 2024, respectively, resulting in a $11.6 million increase from the three months ended September 30, 2024.
Current wording
Revenues were $257.6 million for the three months ended March 31, 2026 and $202.0 million for the three months ended March 31, 2025. Our Nuclear & Safety segment contributed $185.5 million and $133.4 million of revenues for the three months ended March 31, 2026 and 2025, respectively. Our Medical segment contributed $72.1 million and $68.6 million of revenues for the three months ended March 31, 2026 and 2025, respectively. Gross profit was $119.1 million and $96.1 million for the three months ended March 31, 2026 and 2025, respectively, resulting in a $23.0 million increase from the three months ended March 31, 2025.
Previous wording
Net income was $3.1 million for the three months ended September 30, 2025 and our net loss was $14.0 million for the three months ended September 30, 2024. Our Medical segment contributed $10.7 million and $4.0 million of income from operations for the three months ended September 30, 2025 and 2024, respectively. Our Nuclear & Safety segment contributed $21.3 million and $14.7 million of income from operations for the three months ended September 30, 2025 and 2024, respectively. The overall increase in net income is primarily driven by increased revenues in the Nuclear & Safety and Medical segments, decreased interest expense, decreased amortization of intangible assets, and a benefit from income taxes in the current year. Partially offsetting these items was increased depreciation and increased compensation costs in the current year.
Current wording
Net (loss) income was $(3.4) million for the three months ended March 31, 2026 and $0.4 million for the three months ended March 31, 2025. Our Nuclear & Safety segment contributed $20.9 million and $21.7 million of income from operations for the three months ended March 31, 2026 and 2025, respectively. Our Medical segment contributed $7.8 million and $6.7 million of income from operations for the three months ended March 31, 2026 and 2025, respectively. The overall decrease in net income is primarily driven by increased cost of goods sold in the Nuclear & Safety and Medical segments, increased compensation costs, and increased amortization of intangible assets associated with recent acquisitions. Partially offsetting these items was increased revenues in the Nuclear & Safety and Medical segments, decreased interest expense, and an increased benefit from income taxes.
Previous wording
Revenues were $223.1 million for the three months ended September 30, 2025 and $206.8 million for the three months ended September 30, 2024. Revenues increased $16.3 million from the three months ended September 30, 2024.
Current wording
Revenues were $257.6 million for the three months ended March 31, 2026 and $202.0 million for the three months ended March 31, 2025. Revenues increased $55.6 million from the three months ended March 31, 2025.
Previous wording
Nuclear & Safety segment revenues increased for the three months ended September 30, 2025 compared with the three months ended September 30, 2024 primarily due to foreign exchange impacts, organic volume growth, price increases and current period acquisitions.
Current wording
Nuclear & Safety segment revenues increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to foreign exchange impacts, organic volume growth, price increases and recent acquisitions.
Previous wording
Cost of revenues was $118.6 million for the three months ended September 30, 2025 and $113.9 million for the three months ended September 30, 2024, an increase of $4.7 million period over period.
Current wording
Cost of revenues was $138.5 million for the three months ended March 31, 2026 and $105.9 million for the three months ended March 31, 2025, an increase of $32.6 million period over period.
Previous wording
Cost of revenues related to the Medical segment decreased $1.0 million period over period as a result of a positive shift in margin mix in the current period, partially offset by organic volume growth. Cost of revenues related to the Nuclear & Safety segment increased $7.4 million period over period. The increase was primarily driven by organic volume growth of $3.9 million, increased costs of material and labor of $1.3 million, and foreign exchange impacts of $2.2 million.
Current wording
Cost of revenues related to the Medical segment increased $1.0 million period over period as a result of foreign exchange impacts and increased costs of material and labor.
Previous wording
Selling, general and administrative (“SG&A”) expenses were $87.0 million for the three months ended September 30, 2025 and $84.3 million for the three months ended September 30, 2024, resulting in an increase of $2.7 million period over period.
Current wording
Selling, general and administrative (“SG&A”) expenses were $105.8 million for the three months ended March 31, 2026 and $78.7 million for the three months ended March 31, 2025, resulting in an increase of $27.1 million period over period.
Previous wording
Our Medical segment incurred lower SG&A expenses of $0.7 million for the three months ended September 30, 2025 compared with the three months ended September 30, 2024. The decrease was driven by lower amortization expense for intangible assets, partially offset by increased compensation costs.
Current wording
Our Medical segment incurred higher SG&A expenses of $0.5 million for the three months ended March 31, 2026 compared with the three months ended March 31, 2025. The increase was driven by increased compensation costs, partially offset by lower amortization expense for intangible assets.
Previous wording
Corporate SG&A expenses were $24.4 million for the three months ended September 30, 2025 and $18.4 million for the three months ended September 30, 2024. The increase of $6.0 million was primarily driven by current period mergers and acquisition expenses as well as increased compensation costs.
Current wording
Corporate SG&A expenses were $23.2 million for the three months ended March 31, 2026 and $17.7 million for the three months ended March 31, 2025. The increase of $5.5 million was primarily driven by current period mergers and acquisition expenses as well as increased compensation costs.
Previous wording
Research and development (“R&D”) expenses were $10.1 million for the three months ended September 30, 2025 and $10.2 million for the three months ended September 30, 2024, resulting in a decrease of $0.1 million period over period.
Current wording
Research and development (“R&D”) expenses were $9.6 million for the three months ended March 31, 2026 and $8.7 million for the three months ended March 31, 2025, resulting in an increase of $0.9 million period over period.
Previous wording
Income from operations was $7.4 million for the three months ended September 30, 2025 compared with a loss of $1.6 million for the three months ended September 30, 2024. On a segment basis, income from operations in the Medical segment for the three months ended September 30, 2025 and 2024 was $10.7 million and $4.0 million, respectively, representing an increase of $6.7 million period over period. Income from operations in the Nuclear & Safety segment for the three months ended September 30, 2025 and three months ended September 30, 2024 was $21.3 million and $14.7 million, respectively, representing an increase of $6.6 million period over period. Corporate loss from operations was $24.6 million and $20.3 million for the three months ended September 30, 2025 and 2024, respectively, representing an increase of $4.3 million period over period. See “Business segments” and “Corporate and other” below for further details.
Current wording
Income from operations was $3.7 million for the three months ended March 31, 2026 compared with $8.7 million for the three months ended March 31, 2025. On a segment basis, income from operations in the Nuclear & Safety segment for the three months ended March 31, 2026 and three months ended March 31, 2025 was $20.9 million and $21.7 million, respectively, representing a decrease of $0.8 million period over period. Income from operations in the Medical segment for the three months ended March 31, 2026 and 2025 was $7.8 million and $6.7 million, respectively, representing an increase of $1.1 million period over period. Corporate expenses were $25.0 million and $19.7 million for the three months ended March 31, 2026 and 2025, respectively, representing an increase of $5.3 million period over period. See “Business segments” and “Corporate and other” below for further details.
Previous wording
Interest expense, net, was $6.7 million for the three months ended September 30, 2025 and $12.7 million for the three months ended September 30, 2024. The $6.0 million decrease in interest expense, net was due to decreased SOFR from the prior period, the $244.6 million decrease in the term loan balance as a result of the debt refinancing during the nine months ended September 30, 2025, the 0.25% interest rate negotiated on the $400.0 million offering of Convertible Senior Notes due 2030 completed during the nine months ended September 30 2025, and additional interest earned on cash deposits in the current period. For more information, see Note 8, Borrowings, Note 9, Convertible Debt, and Note 18, 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 $5.0 million for the three months ended March 31, 2026 and $10.6 million for the three months ended March 31, 2025. The $5.6 million decrease in interest expense, net was due to decreased SOFR from the prior period, the $244.6 million decrease in the term loan balance as a result of the debt refinancing during the three months ended June 30, 2025, the 0.25% interest rate negotiated on the $400.0 million offering of Convertible Senior Notes due 2030 completed during the three months ended June 30, 2025, and additional interest earned on cash deposits in the current period. For more information, see Note 8, Borrowings, Note 9, Convertible Debt, and Note 17, 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 $0.6 million net gain for the three months ended September 30, 2025 and a $0.9 million net gain for the three months ended September 30, 2024 from foreign currency exchange. The change in foreign currency gain, net is due primarily to fluctuations in European local currencies in relation to the U.S. dollar and the related impact on our intercompany loans.
Current wording
We recorded a $3.7 million net loss for the three months ended March 31, 2026 and a $2.8 million net gain for the three months ended March 31, 2025 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 and the related impact on our intercompany loans.
Previous wording
The effective income tax rate was (158.3)% and (7.7)% for the three months ended September 30, 2025 and 2024, respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings and the favorable impact of the "One Big Beautiful Bill Act" on valuation allowances.
Current wording
The effective income tax rate was 34.6% and 33.3% for the three months ended March 31, 2026 and 2025, respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings.
Previous wording
For reconciliations of segment revenues and operating (loss) income to our consolidated results, see Note 16, 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 revenues and operating 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.
Previous wording
Nuclear & Safety segment revenues increased for the three months ended September 30, 2025 compared with the three months ended September 30, 2024 primarily due to positive foreign exchange fluctuations of $3.9 million, $3.2 million of organic volume growth, $2.5 million of price increases, and $2.3 million of additional revenue from current period acquisitions.
Current wording
Nuclear & Safety segment revenues increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to positive foreign exchange fluctuations of $6.4 million and $1.8 million of organic volume growth, primarily driven by military and civil defense, partially offset by a decline in growth within the labs and research end-market. Additional drivers include $1.7 million of price increases and $42.2 million of additional revenue from the recent acquisitions.
Previous wording
Medical segment revenues increased for the three months ended September 30, 2025 compared with the three months ended September 30, 2024 primarily due to $2.9 million in organic volume growth, $1.0 million of price increases, and $0.5 million of foreign exchange fluctuations.
Current wording
Medical segment revenues increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to $2.1 million of price increases, $0.7 million in organic volume growth, and $0.7 million of foreign exchange fluctuations.
Previous wording
Income from operations was $10.7 million and $4.0 million for the three months ended September 30, 2025 and 2024, respectively, representing a $6.7 million increase in income from operations period over period. The increase in income from operations period over period was largely due to increased revenues as described above, a reduction in amortization expense of $1.6 million, and a decrease in restructuring and impairment costs as compared to the prior year period of $1.8 million, partially offset by increased compensation costs of $0.8 million.
Current wording
Income from operations was $7.8 million and $6.7 million for the three months ended March 31, 2026 and 2025, respectively, representing a $1.1 million increase in income from operations period over period. The increase in income from operations period over period was largely due to increased revenues as described above, a reduction in amortization expense of $0.3 million, partially offset by increased compensation costs of $0.8 million.
Previous wording
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).
Current wording
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.
Previous wording
Corporate and other costs were $24.6 million for the three months ended September 30, 2025 and $20.3 million for the three months ended September 30, 2024, which represents an increase of $4.3 million period over period. The increase versus the comparable period was predominantly driven by increased current period mergers and acquisition expenses of $3.2 million and increased compensation costs of $1.4 million.
Current wording
Corporate and other costs were $25.0 million for the three months ended March 31, 2026 and $19.7 million for the three months ended March 31, 2025, which represents an increase of $5.3 million period over period. The increase versus the comparable period was predominantly driven by increased current period mergers and acquisition expenses of $3.4 million and increased compensation costs of $1.9 million, of which $0.8 million is associated with the establishment of a new artificial intelligence function.
Previous wording
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.
Current wording
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 Mirion's 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.
Previous wording
At September 30, 2025 and December 31, 2024 we had $933.6 million and $175.6 million, respectively, in cash and cash equivalents, which include amounts held by entities outside of the United States of approximately $153.8 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 September 30, 2025 and December 31, 2024 was approximately $159.2 million and $72.1 million, respectively.
Current wording
At March 31, 2026 and December 31, 2025 we had $400.8 million and $412.3 million, respectively, in cash and cash equivalents, which include amounts held by entities outside of the United States of approximately $196.0 million and $205.7 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.
Previous wording
For more information on our long-term debt arrangements, lease commitments, and other commitments and contingencies, see Note 8, Borrowings, Note 10, Leased Assets, and Note 11, Commitments and Contingencies, respectively, of the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report Form 10-Q.
Current wording
For more information on our lease commitments and other commitments and contingencies, see Note 10, Leased Assets, and Note 11, 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 $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 June 5, 2032 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.
Current wording
The 2021 Credit Agreement, as amended, provides for an $830.0 million senior secured first lien term loan facility and a $175.0 million senior secured revolving facility (collectively, the “Credit Facilities”). The term loan facility is scheduled to mature on June 5, 2032, and the revolving facility is scheduled to expire and mature on March 21, 2030. 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.
Showing the first 40 of 52 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended. We have repurchased 1.9 million shares cumulatively under this program as of March 31, 2026 for $34.6 million.
Rearranged previous paragraphs (11)
Previous report — wording carried elsewhere
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 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 $27.1 million for the nine months ended September 30, 2025 and $39.6 million for the nine months ended September 30, 2024. The $12.5 million decrease in interest expense, net was due to decreased interest rates from the prior period, the $244.6 million decrease in the term loan balance as a result of the debt refinancing during the nine months ended September 30, 2025, the 0.25% interest rate negotiated on the $400.0 million offering of Convertible Senior Notes due 2030 completed during the nine months ended September 30 2025, and additional interest earned on cash deposits in the current period. For more information, see Note 8, Borrowings, Note 9, Convertible Debt, and Note 18, 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 $16.9 million net gain for the nine months ended September 30, 2025 and a $0.2 million net loss for the nine months ended September 30, 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 and the related impact on our intercompany loans.
Previous report — wording carried elsewhere
The effective income tax rate was (25.0)% and (5.8)% for the nine months ended September 30, 2025 and 2024, respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings and the favorable impact of the "One Big Beautiful Bill Act" on valuation allowances.
Previous report — wording carried elsewhere
The following provides detail for business segment results for the nine months ended September 30, 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, loss on debt extinguishment, 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 16, Segment Information, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Previous report — wording carried elsewhere
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
For reconciliations of segment operating income and corporate and other costs to our consolidated results, see Note 16, Segment Information, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Previous report — wording carried elsewhere
The Company may not redeem the 2030 Notes prior to June 6, 2028. The Company may redeem for cash 100% of the principal amount of the 2030 Notes being redeemed plus accrued and unpaid interest or any portion of the 2030 Notes, at its option, on or after June 6, 2028, but only if a certain liquidity condition has been satisfied and the last reported sale price of Mirion's Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. If the Company redeems less than all of the outstanding 2030 Notes, at least $100.0 million aggregate principal amount of the 2030 Notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant redemption notice.
Previous report — wording carried elsewhere
If the Company undergoes a fundamental change, as defined in the September Indenture, then subject to certain conditions and limited exceptions, holders may require the Company to repurchase for cash all or any portion of their 2031 Notes in principal amounts of $1,000 or an integral multiple thereof at a repurchase price equal to 100% of the principal amount of the 2031 Notes to be repurchased plus any unpaid special interest. In addition, if specific corporate events occur prior to the maturity date or if the Company issues a notice a redemption, the Company will increase the conversion rate for holders who elect to convert their 2031 Notes in connection with such a corporate event. The conditions allowing holders of the 2031 Notes to convert were not met during the three and nine months ended September 30, 2025.