Mirion Technologies(US:MIR)2025-08-01 20:20PART I - FINANCIAL INFORMATION This section provides Mirion Technologies, Inc.'s unaudited financial statements, management's discussion and analysis of financial performance, market risk disclosures, and internal controls Item 1. Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements for Mirion Technologies, Inc. as of June 30, 2025, and for the three and six-month periods then ended, including Balance Sheets, Statements of Operations, Comprehensive Income, Stockholders' Equity, and Cash Flows, along with detailed notes Condensed Consolidated Balance Sheet Highlights (in millions) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $262.6 | $175.2 | | Total current assets | $693.2 | $594.7 | | Goodwill | $1,470.7 | $1,426.2 | | Total assets | $2,737.8 | $2,636.0 | | Liabilities & Equity | | | | Total current liabilities | $272.4 | $263.4 | | Debt, non-current | $444.5 | $685.2 | | Convertible debt | $387.9 | $— | | Total liabilities | $1,224.2 | $1,076.9 | | Total stockholders' equity | $1,513.6 | $1,559.1 | Condensed Consolidated Statements of Operations Highlights (in millions, except per share data) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $222.9 | $207.1 | $424.9 | $399.7 | | Gross profit | $102.5 | $97.4 | $198.6 | $184.5 | | Income (loss) from operations | $9.9 | $2.3 | $18.6 | $(2.6) | | Net income (loss) | $8.5 | $(12.0) | $8.9 | $(38.5) | | Diluted EPS | $0.03 | $(0.06) | $0.04 | $(0.19) | Condensed Consolidated Statements of Cash Flows Highlights (in millions) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $48.0 | $21.2 | | Net cash used in investing activities | $(15.7) | $(21.8) | | Net cash provided by (used in) financing activities | $41.2 | $(2.8) | Notes to Condensed Consolidated Financial Statements (Unaudited) The notes provide detailed disclosures on accounting policies, business combinations, debt, segment information, and other financial items, including recent financing activities and the acquisition of Certrec Corporation - The company operates through two reportable segments: Medical and Nuclear & Safety, providing radiation oncology QA and dosimetry solutions, and radiation detection for power plants, labs, and defense, respectively3337 - In May 2025, the Company issued $400.0 million of 0.25% Convertible Senior Notes due 2030, with an initial conversion price of approximately $23.11 per share44102104 - On June 5, 2025, the Company used proceeds from the convertible notes to repay $244.6 million of its term loan principal, extend the maturity to June 2032, and recorded a $5.8 million loss on debt extinguishment87 - Total remaining performance obligations were approximately $819.0 million as of June 30, 2025, up from $811.9 million at year-end 2024, with 37% expected to be recognized as revenue during the remainder of 202548 - On July 31, 2025, the Company signed an agreement to acquire Certrec Corporation, a leader in regulatory compliance for the nuclear industry, for $81.0 million in cash191 - In June 2023, a Russian customer demanded the return of $10.2 million for a cancelled project, leading to a September 2024 settlement for the company to refund €4.4 million, which was paid in June 2025123 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the financial results, highlighting a 7.6% revenue increase in Q2 2025 to $222.9 million, driven by growth in both the Medical and Nuclear & Safety segments, with net income turning positive to $8.5 million in Q2 2025 from a $12.0 million loss in Q2 2024, primarily due to higher revenue, a significant foreign currency gain, and lower interest expense, despite a $5.8 million loss on debt extinguishment Results of Operations For Q2 2025, revenue increased by $15.8 million (7.6%) to $222.9 million, and for H1 2025, revenue grew by $25.2 million (6.3%) to $424.9 million, driven by organic volume, price increases, and favorable foreign exchange rates in both Medical and Nuclear & Safety segments, resulting in a net income of $8.5 million for Q2 2025, a significant improvement from a net loss of $12.0 million in Q2 2024 Comparison of Results of Operations (in millions) | Metric | Q2 2025 | Q2 2024 | Change | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenues | $222.9 | $207.1 | +$15.8 | $424.9 | $399.7 | +$25.2 | | Gross Profit | $102.5 | $97.4 | +$5.1 | $198.6 | $184.5 | +$14.1 | | Income from Operations | $9.9 | $2.3 | +$7.6 | $18.6 | $(2.6) | +$21.2 | | Net Income (Loss) | $8.5 | $(12.0) | +$20.5 | $8.9 | $(38.5) | +$47.4 | - The increase in net income for Q2 2025 was primarily driven by a $13.5 million unrealized foreign currency gain, increased revenues, decreased interest expense, and lower amortization, partially offset by a $5.8 million loss on debt extinguishment221 - Selling, general and administrative (SG&A) expenses decreased by $4.9 million in Q2 2025 compared to Q2 2024, mainly due to lower amortization expense for intangible assets and reduced stock compensation and professional service spend227228230 Segment Analysis In Q2 2025, the Medical segment's revenue grew 10.9% to $81.2 million, with operating income increasing significantly to $10.9 million from $5.0 million year-over-year, driven by volume growth and lower amortization, while the Nuclear & Safety segment's revenue rose 5.8% to $141.7 million, with operating income slightly up at $19.0 million, as revenue growth and lower amortization were partially offset by inflation and higher material costs Medical Segment Performance - Q2 (in millions) | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Revenues | $81.2 | $73.2 | +10.9% | | Income from operations | $10.9 | $5.0 | +118.0% | | Income from operations as a % of revenues | 13.4% | 6.8% | +6.6 p.p. | - Medical segment revenue growth in Q2 was driven by $4.7 million in domestic volume growth, $2.0 million in Asia-Pacific growth, and $1.0 million in price increases243 Nuclear & Safety Segment Performance - Q2 (in millions) | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Revenues | $141.7 | $133.9 | +5.8% | | Income from operations | $19.0 | $18.5 | +2.7% | | Income from operations as a % of revenues | 13.4% | 13.8% | -0.4 p.p. | - Nuclear & Safety segment revenue growth in Q2 was due to $2.9 million in organic volume growth, $2.5 million in price increases, and $2.4 million in positive foreign exchange fluctuations245 Liquidity and Capital Resources As of June 30, 2025, the company had $263.0 million in cash and cash equivalents, an increase from $175.6 million at year-end 2024, with liquidity significantly impacted by financing activities in H1 2025, including the issuance of $400.0 million in convertible notes and the subsequent use of proceeds to repay $244.6 million of the term loan, repurchase $31.0 million in stock, and pay for $44.6 million in capped call transactions - Cash and cash equivalents stood at $263.0 million as of June 30, 2025, with approximately $157.7 million available under its revolving credit facility283 - In May 2025, the company issued $400.0 million in 0.25% Convertible Senior Notes due 2030, with net proceeds of $387.7 million used to repurchase stock ($31.0 million), pay for capped calls ($44.6 million), and refinance the term loan ($256.0 million)294300 - On June 5, 2025, the company repaid $244.6 million of its term loan principal and extended the maturity to June 5, 2032, reducing the outstanding balance to $450.0 million291 - Net cash provided by operating activities increased by $26.8 million to $48.0 million for the six months ended June 30, 2025, primarily due to a $47.4 million increase in net income307 - The company has a share repurchase program for up to $100 million, authorized until November 2029, with 1.2 million shares repurchased under this program as of June 30, 2025302 Item 3. Quantitative and Qualitative Disclosures about Market Risk The company states that there have been no material changes to its quantitative and qualitative disclosures about market risk from those reported in its Annual Report on Form 10-K for the year ended December 31, 2024 - There are no material changes to the disclosures on market risk compared to the Annual Report on Form 10-K for the year ended December 31, 2024314 Item 4. Controls and Procedures Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of June 30, 2025, with no material changes to the company's internal control over financial reporting during the quarter - The CEO and CFO concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective316 - No changes in internal control over financial reporting occurred during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls318 PART II - OTHER INFORMATION This section covers legal proceedings, key risk factors, details on unregistered equity sales and use of proceeds, and other relevant corporate information Item 1. Legal Proceedings The company is subject to various legal proceedings in the ordinary course of business, with specific details on commitments and contingencies referenced in Note 11 of the financial statements, and management does not expect the outcomes to have a material effect on the business - The company is subject to legal actions arising from the ordinary course of business, but does not expect them to have a material effect; for details, see Note 11, Commitments and Contingencies321 Item 1A. Risk Factors This section highlights that the company's operating results are subject to risks from worldwide economic conditions, international trade issues, tariffs, and geopolitical tensions, particularly involving Russia and China, which could increase costs, disrupt supply chains, and adversely affect business, revenue, and financial condition - The company's business is subject to global economic and geopolitical risks, including tariffs, trade barriers, and conflicts, which could increase costs and adversely affect operations324 - Significant uncertainty exists regarding trade relationships between the U.S. and other countries, notably Russia and China, which could lead to further tariffs, export controls, and supply chain disruptions325 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company has a share repurchase program for up to $100 million, expiring in November 2029, and during Q2 2025, it repurchased 1,777,523 shares of its Class A common stock at an average price of $17.44 per share, which was an open-market transaction connected to the May 2025 convertible notes offering and separate from the publicly announced repurchase program Issuer Purchases of Equity Securities (Q2 2025) | Period | Total Shares Purchased | Average Price Paid per Share | Approx. Dollar Value Remaining in Program (in millions) | | :--- | :--- | :--- | :--- | | April 1 - 30, 2025 | — | $— | $81.4 | | May 1 - 31, 2025 | 1,777,523 | $17.44 | $81.4 | | June 1 - 30, 2025 | — | $— | $81.4 | - The 1,777,523 shares repurchased in May 2025 were part of an open-market transaction connected to the company's convertible notes offering and were not under the publicly announced repurchase plan328 Item 5. Other Information The company reports that during the three months ended June 30, 2025, no director or officer adopted or terminated a Rule 10b5-1 trading plan or any non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated a Rule 10b5-1 trading plan during the second quarter of 2025335