Mirion Technologies Inc.
08/01/2025 | Press release | Distributed by Public on 08/01/2025 14:21
Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of Mirion's financial condition and results of operations together with the unaudited Condensed Consolidated Financial Statements and related notes of Mirion Technologies, Inc. that are included elsewhere in this Quarterly Report on Form 10-Q as well as our audited consolidated financial statements and the notes related thereto for the year ended December 31, 2024 that are included in our Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section entitled "Risk Factors" included in this Quarterly Report on Form 10-Q as well as our Annual Report on Form 10-K. Unless the context otherwise requires, references in this section to "we," "us," "our," "Mirion" and "the Company" refer to the business and operations of Mirion Technologies, Inc. and its consolidated subsidiaries. Unless the context otherwise requires or unless otherwise specified, all dollar amounts in this section are in millions.
Overview
We are a global provider of products, services, and software that allow our customers to safely leverage the power of ionizing radiation for the greater good of humanity through critical applications in the medical, nuclear and defense markets, as well as laboratories, scientific research, analysis, and exploration.
We provide dosimetry solutions for monitoring the total amount of radiation medical staff members are exposed to over time, radiation therapy quality assurance solutions for calibrating and verifying imaging and treatment accuracy, and radionuclide therapy products for nuclear medicine applications such as shielding, product handling, and medical imaging furniture. We provide robust, field-ready personal radiation detection and identification equipment for defense applications and radiation detection and analysis tools for power plants, labs, and research applications. Nuclear power plant product offerings are used for the full nuclear power plant lifecycle including core detectors, essential measurement devices for new build, maintenance, decontamination and decommission, and equipment for monitoring and control during fuel dismantling and remote environmental monitoring.
We manage and report results of operations in two business segments: Medical and Nuclear & Safety.
•Our revenues were $222.9 million for the three months ended June 30, 2025 and $207.1 million for the three months ended June 30, 2024, of which 36.4% and 35.4% were generated in the Medical segment for the three months ended June 30, 2025 and 2024, respectively, and 63.6% and 64.6% were generated in the Nuclear & Safety segment for the three months ended June 30, 2025 and 2024, respectively.
•Our revenues were $424.9 million for the six months ended June 30, 2025 and $399.7 million for the six months ended June 30, 2024, of which 35.3% and 35.0% were generated in the Medical segment for the six months ended June 30, 2025 and 2024, respectively, and 64.7% and 65.0% were generated in the Nuclear & Safety segment for the six months ended June 30, 2025 and 2024, respectively.
•Backlog (representing committed but undelivered contracts and purchase orders) was $819.0 million and $811.9 million as of June 30, 2025, and December 31, 2024, respectively.
Key Factors Affecting Our Performance
We believe that our business and results of operations and financial condition may be impacted in the future by various trends, conditions and risks.
The following key factors affecting our performance have included, and we anticipate they will continue to affect our future results:
•Nuclear end market trends-Growth and operating results in our Nuclear & Safety segment are impacted by:
•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");
•The emerging megatrends surrounding the power demands of data centers, cloud computing, and artificial intelligence that can be served by Nuclear;
•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
•Decisions by governments to build new power plants or decommission existing plants can positively and negatively impact our customer base.
•Medical end market trends-Growth and operating results in our Medical segment are impacted by:
•Medical radiation therapy quality assurance ("RT QA") growth driven by growing and aging population demographics, low penetration of RT QA technology in emerging markets, and increased adoption of advanced software and hardware solutions for improved outcomes and administrative and labor efficiencies;
•Changes to global regulatory standards, including new or expanded standards;
•Increased focus on healthcare safety;
•Medical/lab dosimetry growth supported by growing and aging demographics, increased number of healthcare professionals, and penetration of radiation therapy/diagnostics;
•Changes to healthcare reimbursement; and
•Potential budget constraints in hospitals and other healthcare providers.
•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.
•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.
•Inflation and Interest Rates-We continue to actively monitor, evaluate and respond to developments relating to operational challenges in the current inflationary environment. Global supply chain disruptions and the higher inflationary environment remain unpredictable and our past results may not be indicative of future performance. In addition, the increase in interest rates has in turn led to increases in the interest rates applicable to our indebtedness and increased our debt service costs.
•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.
•Strategic transactions-A large driver of our historical growth has been the acquisition and integration of related businesses. Our ability to integrate, restructure, and leverage synergies of these businesses will impact our operating results over time. From time to time we also divest businesses which could also impact our operating results.
•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.
•Government budgets-While we believe that we are poised for growth from governmental customers in both of our segments, our revenues and cash flows from government customers are influenced, particularly in the short-term, by budgetary cycles. This impact can be either positive or negative.
•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.
•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.
•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.
•Tax risks-Our business and financial statements can be adversely affected by changes in tax rates or exposure to tax liabilities/assessments:
•Our effective tax rate could be impacted by changes in tax laws;
•Audits or assessments by tax authorities could result in additional tax payments for prior periods;
•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
•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.
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.
Non-GAAP Financial Measures
We report our financial results in accordance with generally accepted accounting principles in the United States. ("GAAP"). However, management believes certain non-GAAP financial measures provide investors and other users with additional meaningful information that should be considered when assessing our ongoing performance. Management also uses these non-GAAP financial measures in making financial, operating, and planning decisions, and in evaluating our performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our GAAP results. The non-GAAP financial measures we present may differ from similarly captioned measures presented by other companies. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
In particular, we use the non-GAAP financial measures "EBITA," "EBITDA," and "Adjusted EBITDA." "Adjusted EBITDA" is used in the calculation of the First Lien Net Leverage Ratio in the 2021 Credit Agreement described in Note 8, Borrowings, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
The following tables present a reconciliation of certain non-GAAP financial measures for the three and six months ended June 30, 2025 and for the three and six months ended June 30, 2024.
| (In millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | |||||||||
| Net income (loss) | $ | 8.5 | $ | (12.0) | |||||||
| Interest expense, net | 9.8 | 13.1 | |||||||||
| Income tax expense | (0.7) | 0.7 | |||||||||
| Amortization | 25.2 | 31.0 | |||||||||
| EBITA | $ | 42.8 | $ | 32.8 | |||||||
| Depreciation | 8.7 | 7.5 | |||||||||
| EBITDA | $ | 51.5 | $ | 40.3 | |||||||
| Stock-based compensation expense | 3.4 | 4.0 | |||||||||
| Increase in fair value of warrant liabilities | - | (0.4) | |||||||||
| Foreign currency (gain) loss, net | (13.5) | 0.3 | |||||||||
| Loss on debt extinguishment and other related costs | 6.3 | - | |||||||||
|
Non-operating expenses(1)(2)
|
3.5 | 4.6 | |||||||||
| Adjusted EBITDA | $ | 51.2 | $ | 48.8 | |||||||
(1)Pre-tax non-operating expenses of $3.5 million for the three months ended June 30, 2025 include $1.9 million of restructuring and other related costs; $1.0 million of asset impairment charges of our equity investment (100% impairment); $0.3 million of mergers and acquisitions expenses; and $0.3 million of consulting costs related to Nuclear & Safety segment enterprise resource planning software upgrades.
(2)Pre-tax non-operating expenses of $4.6 million for the three months ended June 30, 2024 include $2.9 million of restructuring costs (including related asset impairments); $1.7 million of costs to achieve integration and operational synergies, $0.7 million of costs to achieve information technology system integration and efficiency; and $0.5 million of mergers and acquisitions expenses; offset by a $1.2 million gain on the disposal of the Biodex Rehabilitation ("Rehab") business.
| (In millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |||||||||
| Net income (loss) | $ | 8.9 | $ | (38.5) | |||||||
| Interest expense, net | 20.4 | 26.9 | |||||||||
| Income tax expense | (0.5) | 1.9 | |||||||||
| Amortization | 50.6 | 62.5 | |||||||||
| EBITA | $ | 79.4 | $ | 52.8 | |||||||
| Depreciation | 17.0 | 14.8 | |||||||||
| EBITDA | $ | 96.4 | $ | 67.6 | |||||||
| Stock-based compensation expense | 6.8 | 7.6 | |||||||||
| Increase in fair value of warrant liabilities | - | 5.3 | |||||||||
| Foreign currency (gain) loss, net | (16.3) | 1.1 | |||||||||
| Loss on debt extinguishment and other related costs | 6.3 | - | |||||||||
|
Non-operating expenses(1)(2)
|
4.7 | 6.7 | |||||||||
| Adjusted EBITDA | $ | 97.9 | $ | 88.3 | |||||||
(1)Pre-tax non-operating expenses of $4.7 million for the six months ended June 30, 2025 include $1.9 million of restructuring and other related costs; $1.0 million of asset impairment charges of our equity investment (100% impairment); $0.8 million of consulting costs related to Nuclear & Safety segment enterprise resource planning software upgrades; $0.7 million of one-time consulting fees related to IT services sourcing excellence; and $0.3 million of mergers and acquisitions expenses.
(2)Pre-tax non-operating expenses of $6.7 million for the six months ended June 30, 2024 include $2.9 million of restructuring costs (including related asset impairments); $2.7 million of costs to achieve integration and operational synergies; $1.2 million of costs to achieve information technology system integration and efficiency; $1.1 million of mergers and acquisitions expenses; offset by $1.2 million gain on the disposal of the Rehab business.
The following tables present a reconciliation of GAAP income from operations to non-GAAP Adjusted EBITDA by segment for the three and six months ended June 30, 2025 and the three and six months ended June 30, 2024.
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||
| (In millions) | Medical | Nuclear & Safety | Corporate & Other | Consolidated | |||||||||||||||||||
| Income from operations | $ | 10.9 | 19.0 | (20.0) | $ | 9.9 | |||||||||||||||||
| Amortization | 11.5 | 13.7 | - | 25.2 | |||||||||||||||||||
| Depreciation | 4.8 | 3.6 | 0.3 | 8.7 | |||||||||||||||||||
| Stock-based compensation | 0.4 | 0.3 | 2.7 | 3.4 | |||||||||||||||||||
| Non-operating expenses | 2.6 | 1.0 | 0.4 | 4.0 | |||||||||||||||||||
| Other expense / (income) | (0.1) | 0.3 | (0.2) | - | |||||||||||||||||||
| Adjusted EBITDA | $ | 30.1 | $ | 37.9 | $ | (16.8) | $ | 51.2 | |||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||
| (In millions) | Medical | Nuclear & Safety | Corporate & Other | Consolidated | |||||||||||||||||||
| Income from operations | $ | 5.0 | 18.5 | (21.2) | $ | 2.3 | |||||||||||||||||
| Amortization | 13.7 | 17.3 | - | 31.0 | |||||||||||||||||||
| Depreciation | 4.9 | 2.4 | 0.2 | 7.5 | |||||||||||||||||||
| Stock-based compensation | 0.3 | 0.4 | 3.3 | 4.0 | |||||||||||||||||||
| Non-operating expenses | 1.4 | 0.4 | 2.5 | 4.3 | |||||||||||||||||||
| Other expense / (income) | (0.2) | (0.1) | - | (0.3) | |||||||||||||||||||
| Adjusted EBITDA | $ | 25.1 | $ | 38.9 | $ | (15.2) | $ | 48.8 | |||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||
| (In millions) | Medical | Nuclear & Safety | Corporate & Other | Consolidated | |||||||||||||||||||
| Income from operations | $ | 17.6 | $ | 40.7 | $ | (39.7) | $ | 18.6 | |||||||||||||||
| Amortization | 23.2 | 27.4 | - | 50.6 | |||||||||||||||||||
| Depreciation | 9.5 | 6.9 | 0.6 | 17.0 | |||||||||||||||||||
| Stock-based compensation | 0.8 | 0.8 | 5.2 | 6.8 | |||||||||||||||||||
| Non-operating expenses | 2.6 | 1.0 | 1.6 | 5.2 | |||||||||||||||||||
| Other expense / (income) | (0.4) | 0.3 | (0.2) | (0.3) | |||||||||||||||||||
| Adjusted EBITDA | $ | 53.3 | $ | 77.1 | $ | (32.5) | $ | 97.9 | |||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||
| (In millions) | Medical | Nuclear & Safety | Corporate & Other | Consolidated | |||||||||||||||||||
| Income from operations | $ | 6.4 | 31.1 | (40.1) | $ | (2.6) | |||||||||||||||||
| Amortization | 27.4 | 35.1 | - | 62.5 | |||||||||||||||||||
| Depreciation | 9.8 | 4.9 | 0.1 | 14.8 | |||||||||||||||||||
| Stock-based compensation | 0.5 | 0.8 | 6.3 | 7.6 | |||||||||||||||||||
| Non-operating expenses | 1.8 | 0.4 | 4.2 | 6.4 | |||||||||||||||||||
| Other expense / (income) | (0.2) | (0.2) | - | (0.4) | |||||||||||||||||||
| Adjusted EBITDA | $ | 45.7 | $ | 72.1 | $ | (29.5) | $ | 88.3 | |||||||||||||||
Our Business Segments
We manage and report our business in two business segments: Medical and Nuclear & Safety.
Medicalincludes 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.
Nuclear & Safetyincludes 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.
Recent Developments
Convertible Debt Issuance
On May 23, 2025, the Company completed a private offering of $400.0 million aggregate principal amount of 0.25% Convertible Senior Notes due 2030 (the "Notes"), which included the initial purchasers' exercise in full of their option to purchase additional Notes. The Notes have a maturity date of June 1, 2030. Refer to discussion included within Liquidity and Capital Resources for more details.
Term Loan Refinancing
The Company's 2021 Credit Agreement provides for an $830.0 million senior secure first lien term loan facility (initially scheduled to mature in October 2028). On June 5, 2025, the Company utilized funds from the offering of the Notes completed on May 23, 2025 to repay $244.6 million in outstanding principal and $8.3 million in accrued interest as well as extend the maturity date of the term loan to June 5, 2032. There were no other changes to the terms of the Credit Facilities as a result of the refinancing. The change was accounted for prospectively as a partial debt extinguishment in accordance with ASC 470-50, Debt - Modifications and Extinguishments. Refer to discussion included within Liquidity and Capital Resources for more details.
Russia and Ukraine
The United States, the European Union, the United Kingdom and other governments have implemented major trade and financial sanctions against Russia and related parties in response to Russia's invasion of Ukraine. We do business with Russian customers both within and outside of Russia and with customers who have contracts with Russian counterparties. The conflict's impact on the Company is predominantly in our Nuclear & Safety segment. As of June 30, 2025, the Company has approximately $17.6 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 $122.8 million at June 30, 2025.
The Company will continue to monitor the social, political, regulatory and economic environment in Ukraine and Russia, and will consider actions as appropriate.
Basis of Presentation
Financial information presented was derived from our historical consolidated financial statements and accounting records, and they reflect the historical financial position, results of operations and cash flows of the business in conformity with U.S. GAAP for financial statements and pursuant to the accounting and disclosure rules and regulations of the SEC. The consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned or controlled subsidiaries. For consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to noncontrolling interests is reported as "Income (loss) attributable to noncontrolling interests" in the unaudited Condensed Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated in consolidation.
Results of Operations
For the Three Months Ended June 30, 2025 and the Three Months Ended June 30, 2024
The following table summarizes our results of operations for the periods presented below (in millions):
| Unaudited | |||||||||||
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | ||||||||||
| Revenues | $ | 222.9 | $ | 207.1 | |||||||
| Cost of revenues | 120.4 | 109.7 | |||||||||
| Gross profit | 102.5 | 97.4 | |||||||||
| Selling, general and administrative expenses | 82.6 | 87.5 | |||||||||
| Research and development | 10.0 | 8.8 | |||||||||
| Gain on disposal of business | - | (1.2) | |||||||||
| Income (loss) from operations | 9.9 | 2.3 | |||||||||
| Interest expense, net | 9.8 | 13.1 | |||||||||
| Foreign currency (gain) loss, net | (13.5) | 0.3 | |||||||||
| Loss on debt extinguishment | 5.8 | - | |||||||||
| Increase in fair value of warrant liabilities | - | (0.4) | |||||||||
| Other expense, net | - | 0.6 | |||||||||
| Income (loss) before income taxes | 7.8 | (11.3) | |||||||||
| Income tax expense | (0.7) | 0.7 | |||||||||
| Net income (loss) | 8.5 | (12.0) | |||||||||
| Loss attributable to noncontrolling interests | 0.2 | (0.3) | |||||||||
| Net income (loss) attributable to stockholders | $ | 8.3 | $ | (11.7) | |||||||
Overview
Revenues were $222.9 million for the three months ended June 30, 2025 and $207.1 million for the three months ended June 30, 2024. Our Medical segment contributed $81.2 million and $73.2 million of revenues for the three months ended June 30, 2025 and 2024, respectively. Our Nuclear & Safety segment contributed $141.7 million and $133.9 million of revenues for the three months ended June 30, 2025 and 2024, respectively. Gross profit was $102.5 million and $97.4 million for the three months ended June 30, 2025 and 2024, respectively, resulting in a $5.1 million increase from the three months ended June 30, 2024.
Net income was $8.5 million for the three months ended June 30, 2025 and our net loss was $12.0 million for the three months ended June 30, 2024. Our Medical segment contributed $10.9 million and $5.0 million of income from operations for the three months ended June 30, 2025 and 2024, respectively. Our Nuclear & Safety segment contributed $19.0 million and $18.5 million of income from operations for the three months ended June 30, 2025 and 2024, respectively. The overall increase in net income is primarily driven by a $13.5 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, increased revenues in the Nuclear & Safety and Medical segments, decreased interest expense, and decreased amortization of intangible assets. Partially offsetting these items was a $5.8 million loss on debt extinguishment in the current period, increased depreciation, and increased compensation costs in the current year.
Revenues
Revenues were $222.9 million for the three months ended June 30, 2025 and $207.1 million for the three months ended June 30, 2024. Revenues increased $15.8 million from the three months ended June 30, 2024.
Medical segment revenues increased for the three months ended June 30, 2025 compared with the three months ended June 30, 2024 primarily due to organic volume growth, price increases, and foreign exchange fluctuations, partially offset by reduced revenues from the exit of our lasers product line in the second half of 2024 .
Nuclear & Safety segment revenues increased for the three months ended June 30, 2025 compared with the three months ended June 30, 2024 primarily due to organic volume growth, price increases and foreign exchange impacts.
Cost of revenues
Cost of revenues was $120.4 million for the three months ended June 30, 2025 and $109.7 million for the three months ended June 30, 2024, an increase of $10.7 million period over period.
Cost of revenues related to the Medical segment increased $2.7 million period over period due to organic volume growth and inflation. Cost of revenues related to the Nuclear & Safety segment increased $8.0 million period over period. The increase was primarily driven by organic volume growth of $4.4 million, increased costs of material and labor of $2.1 million (predominantly at our France location), and France transaction related foreign exchange impacts of $1.5 million.
Selling, general and administrative expenses
Selling, general and administrative ("SG&A") expenses were $82.6 million for the three months ended June 30, 2025 and $87.5 million for the three months ended June 30, 2024, resulting in a decrease of $4.9 million period over period.
Our Medical segment incurred lower SG&A expenses of $1.4 million for the three months ended June 30, 2025 compared with the three months ended June 30, 2024. The decrease was driven by lower amortization expense for intangible assets, and lower mergers and acquisitions costs.
Our Nuclear & Safety segment incurred lower SG&A expenses of $1.4 million for the three months ended June 30, 2025 compared with the three months ended June 30, 2024. The decrease was driven by lower amortization expense related to intangible assets offset with increased depreciation expense related to newly capitalized assets.
Corporate SG&A expenses were $17.6 million for the three months ended June 30, 2025 and $19.7 million for the three months ended June 30, 2024. The decrease of $2.1 million was primarily driven by decreased stock compensation costs and professional service spend.
Research and development
Research and development ("R&D") expenses were $10.0 million for the three months ended June 30, 2025 and $8.8 million for the three months ended June 30, 2024, resulting in an increase of $1.2 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 June 30, 2025 as compared to the three months ended June 30, 2024.
Gain on disposal of business
Gain on disposal of business was $1.2 million for the three months ended June 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.
Income from operations
Income from operations was $9.9 million for the three months ended June 30, 2025 compared with $2.3 million for the three months ended June 30, 2024. On a segment basis, income from operations in the Medical segment for the three months ended June 30, 2025 and 2024 was $10.9 million and $5.0 million, respectively, representing an increase of $5.9 million period over period. Income from operations in the Nuclear & Safety segment for the three months ended June 30, 2025 and three months ended June 30, 2024 was $19.0 million and $18.5 million, respectively, representing an increase of $0.5 million period over period. Corporate loss from operations was $20.0 million and $21.2 million for the three months ended June 30, 2025 and 2024, respectively, representing a decrease of $1.2 million period over period. See "Business segments" and "Corporate and other" below for further details.
Interest expense, net
Interest expense, net, was $9.8 million for the three months ended June 30, 2025 and $13.1 million for the three months ended June 30, 2024. The $3.3 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 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 18, Derivatives and Hedging, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Foreign currency (gain) loss, net
We recorded a $13.5 million net gain for the three months ended June 30, 2025 and a $0.3 million net loss for the three months ended June 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.
Loss on debt extinguishment
Loss on debt extinguishment was $5.8 million for the three months ended June 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.
Change in fair value of warrant liabilities
We recognized a gain of $0.4 million for the three months ended June 30, 2024. During the three months ended June 30, 2024, we settled the Public Warrant and Private Placement Warrant liabilities in conjunction with the redemption of the Public Warrants and the exchange of the Private Placement Warrants. 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.
Income taxes
The effective income tax rate was (9.0)% and (6.2)% for the three months ended June 30, 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.
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.
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 are evaluating the full effects of the legislation on our estimated annual effective tax rate and cash tax position. As the legislation was signed into law after the close of our second quarter, the impacts are not included in our operating results for the six months ended June 30, 2025.
Business segments
The following provides detail for business segment results for the three months ended June 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.
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.
Medical
| Unaudited | |||||||||||
| (In millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | |||||||||
| Revenues | $ | 81.2 | $ | 73.2 | |||||||
| Income from operations | $ | 10.9 | $ | 5.0 | |||||||
| Income from operations as a % of revenues | 13.4 | % | 6.8 | % | |||||||
Medical segment revenues increased for the three months ended June 30, 2025 compared with the three months ended June 30, 2024 primarily due to $4.7 million in domestic revenue volume growth, $2.0 million of revenue growth in Asia-Pacific countries, $1.0 million of price increases, and $0.8 million of foreign exchange fluctuations, partially offset by a $0.5 million reduction in revenues from the discontinuation of the lasers product line.
Income from operations was $10.9 million and $5.0 million for the three months ended June 30, 2025 and 2024, respectively, representing a $5.9 million increase in income from operations period over period. The increase in income from operations period over period was largely due to a reduction in amortization expense of $2.1 million and increased revenues as noted above, partially offset by inflationary impacts of $1.5 million.
Nuclear & Safety
| Unaudited | |||||||||||
| (In millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | |||||||||
| Revenues | $ | 141.7 | $ | 133.9 | |||||||
| Income from operations | $ | 19.0 | $ | 18.5 | |||||||
| Income from operations as a % of revenues | 13.4 | % | 13.8 | % | |||||||
Nuclear & Safety segment revenues increased for the three months ended June 30, 2025 compared with the three months ended June 30, 2024 primarily due to $2.9 million of organic volume growth, $2.5 million of price increases, and positive foreign exchange fluctuations of $2.4 million .
Income from operations was $19.0 million and $18.5 million for the three months ended June 30, 2025 and 2024, respectively. Income from operations increased $0.5 million period over period driven primarily by the changes in revenues described above and $3.8 million in lower amortization expenses due to fully amortized intangible assets, partially offset by inflationary impacts of $2.6 million, increased costs of material and labor of $2.1 million (predominantly at our France location), and France transaction related foreign exchange impacts of $1.5 million.
Corporate and other
Corporate and other costs include costs associated with our corporate headquarters located in Georgia, as well as centralized global functions including Executive, Finance, Legal and Compliance, Human Resources, Technology, Strategy, and Marketing and other costs related to company-wide initiatives (e.g., business combination transaction expenses, merger and acquisition activities, restructuring and other initiatives).
Corporate and other costs were $20.0 million for the three months ended June 30, 2025 and $21.2 million for the three months ended June 30, 2024, which represents a decrease of $1.2 million period over period. The decrease versus the comparable period was predominantly driven by decreased stock compensation costs and professional service spend.
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.
For the Six Months Ended June 30, 2025 and the Six Months Ended June 30, 2024
The following table summarizes our results of operations for the periods presented below (in millions):
| Unaudited | |||||||||||
| Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | ||||||||||
| Revenues | $ | 424.9 | $ | 399.7 | |||||||
| Cost of revenues | 226.3 | 215.2 | |||||||||
| Gross profit | 198.6 | 184.5 | |||||||||
| Selling, general and administrative expenses | 161.3 | 171.6 | |||||||||
| Research and development | 18.7 | 16.7 | |||||||||
| Gain on disposal of business | - | (1.2) | |||||||||
| Income (loss) from operations | 18.6 | (2.6) | |||||||||
| Interest expense, net | 20.4 | 26.9 | |||||||||
| Foreign currency (gain) loss, net | (16.3) | 1.1 | |||||||||
| Loss on debt extinguishment | 5.8 | - | |||||||||
| Increase in fair value of warrant liabilities | - | 5.3 | |||||||||
| Other expense, net | 0.3 | 0.7 | |||||||||
| Income (loss) before income taxes | 8.4 | (36.6) | |||||||||
| Income tax expense | (0.5) | 1.9 | |||||||||
| Net income (loss) | 8.9 | (38.5) | |||||||||
| Loss attributable to noncontrolling interests | 0.3 | (1.0) | |||||||||
| Net income (loss) attributable to stockholders | $ | 8.6 | $ | (37.5) | |||||||
Overview
Revenues were $424.9 million for the six months ended June 30, 2025 and $399.7 million for the six months ended June 30, 2024. Our Medical segment contributed $149.8 million and $140.0 million of revenues for the six months ended June 30, 2025 and 2024, respectively. Our Nuclear & Safety segment contributed $275.1 million and $259.7 million of revenues for the six months ended June 30, 2025 and 2024, respectively. Gross profit was $198.6 million and $184.5 million for the six months ended June 30, 2025 and 2024, respectively, resulting in a $14.1 million increase from the six months ended June 30, 2024.
Net income was $8.9 million for the six months ended June 30, 2025 and our net loss was $38.5 million for the six months ended June 30, 2024. Our Medical segment contributed $17.6 million and $6.4 million of income from operations for the six months ended June 30, 2025 and 2024, respectively. Our Nuclear & Safety segment contributed $40.7 million and $31.1 million of income from operations for the six months ended June 30, 2025 and 2024, respectively. The overall increase in net income is primarily driven by $16.3 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, 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, increased revenues in the Nuclear & Safety segment and the Medical segment, decreased interest expense, and decreased amortization of intangible assets. Partially offsetting these items was a $5.8 million loss on debt extinguishment in the current period, higher software licensing costs, increased depreciation, and increased compensation costs in the current year.
Revenues
Revenues were $424.9 million for the six months ended June 30, 2025 and $399.7 million for the six months ended June 30, 2024. Revenues increased $25.2 million from the six months ended June 30, 2024.
Medical segment revenues increased for the six months ended June 30, 2025 compared with the six months ended June 30, 2024 primarily due to increased domestic sales volume, price increases, the positive impact from delayed operations in the comparable prior period due to the focus on new ERP system implementations, and foreign exchange fluctuations, partially offset by reduced revenues from the exit of our lasers product line in the second half of 2024.
Nuclear & Safety segment revenues increased for the six months ended June 30, 2025 compared with the six months ended June 30, 2024 primarily due to increased sales volume and pricing paired with positive foreign exchange impacts.
Cost of revenues
Cost of revenues was $226.3 million for the six months ended June 30, 2025 and $215.2 million for the six months ended June 30, 2024, an increase of $11.1 million period over period.
Cost of revenues related to the Medical segment increased $1.2 million period over period due to increased domestic sales volume and inflation. Cost of revenues related to the Nuclear & Safety segment increased $9.9 million period over period. The increase was primarily driven by increased domestic sales volume of $4.6 million, increased costs of material and labor of $3.8 million (predominately at our France location), and France transaction related foreign exchange impacts of $1.5 million.
Selling, general and administrative expenses
Selling, general and administrative ("SG&A") expenses were $161.3 million for the six months ended June 30, 2025 and $171.6 million for the six months ended June 30, 2024, resulting in a decrease of $10.3 million period over period.
Our Medical segment incurred lower SG&A expenses of $3.5 million for the six months ended June 30, 2025 compared with the six months ended June 30, 2024. The decrease was primarily due to lower amortization expense. Partially offsetting these savings were increased compensation costs.
Our Nuclear & Safety segment incurred lower SG&A expenses of $5.4 million for the six months ended June 30, 2025 compared with the six months ended June 30, 2024. The decrease was driven by lower amortization expense related to intangible assets, partially offset by increased depreciation expense and compensation costs.
Corporate SG&A expenses were $35.3 million for the six months ended June 30, 2025 and $36.7 million for the six months ended June 30, 2024. The decrease of $1.4 million was primarily driven by decreased stock-based compensation expense, partially offset by increased compensation and software licensing costs.
Research and development
Research and development ("R&D") expenses were $18.7 million for the six months ended June 30, 2025 and $16.7 million for the six months ended June 30, 2024, resulting in an increase of $2.0 million period over period. The increase in R&D expenses was primarily due to increased compensation costs and increased depreciation expense for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.
Gain on disposal of business
Gain on disposal of business was $1.2 million for the six months ended June 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.
Income from operations
Income from operations was $18.6 million for the six months ended June 30, 2025 compared with a loss of $2.6 million for the six months ended June 30, 2024. On a segment basis, income from operations in the Medical segment for the six months ended June 30, 2025 and 2024 was $17.6 million and $6.4 million, respectively, representing an increase of $11.2 million period over period. Income from operations in the Nuclear & Safety segment for the six months ended June 30, 2025 and six months ended June 30, 2024 was $40.7 million and $31.1 million, respectively, representing an increase of $9.6 million period over period. Corporate loss from operations was $39.7 million and $40.1 million for the six months ended June 30, 2025 and 2024, respectively, representing a decrease of $0.4 million period over period. See "Business segments" and "Corporate and other" below for further details.
Interest expense, net
Interest expense, net, was $20.4 million for the six months ended June 30, 2025 and $26.9 million for the six months ended June 30, 2024. The $6.5 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 six months ended June
30, 2025, the 0.25% interest rate negotiated on the $400.0 million Convertible Debt offering completed during the six 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 18, Derivatives and Hedging, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Foreign currency (gain) loss, net
We recorded a $16.3 million net gain for the six months ended June 30, 2025 and a $1.1 million net loss for the six months ended June 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.
Loss on debt extinguishment
Loss on debt extinguishment was $5.8 million for the six months ended June 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.
Change in fair value of warrant liabilities
We recognized a loss of $5.3 million for the six months ended June 30, 2024. During the six months ended June 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 Policies to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Income taxes
The effective income tax rate was (6.0)% and (5.2)% for the six months ended June 30, 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.
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.
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 are evaluating the full effects of the legislation on our estimated annual effective tax rate and cash tax position. As the legislation was signed into law after the close of our second quarter, the impacts are not included in our operating results for the six months ended June 30, 2025.
Business segments
The following provides detail for business segment results for the six months ended June 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.
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.
Medical
| Unaudited | |||||||||||
| (In millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |||||||||
| Revenues | $ | 149.8 | $ | 140.0 | |||||||
| Income from operations | $ | 17.6 | $ | 6.4 | |||||||
| Income from operations as a % of revenues | 11.7 | % | 4.6 | % | |||||||
Medical segment revenues increased for the six months ended June 30, 2025 compared with the six months ended June 30, 2024 primarily due to $6.7 million in domestic revenue volume growth, $2.4 million of price increases, $1.6 million of positive impact from delayed operations in the six months ended June 30, 2024 due to the focus on new ERP system implementations, and $0.7 million of foreign exchange fluctuations, partially offset by a $1.6 million reduction in revenues from the discontinuation of the lasers product line in the second half of 2024.
Income from operations was $17.6 million and $6.4 million for the six months ended June 30, 2025 and 2024, respectively, representing a $11.2 million increase in income from operations period over period. The increase in income from operations period over period was largely due to a reduction in amortization expense of $4.1 million, and increased revenues noted above. Partially offsetting the increase in income were inflationary impacts of $2.4 million.
Nuclear & Safety
| Unaudited | |||||||||||
| (In millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |||||||||
| Revenues | $ | 275.1 | $ | 259.7 | |||||||
| Income from operations | $ | 40.7 | $ | 31.1 | |||||||
| Income from operations as a % of revenues | 14.8 | % | 12.0 | % | |||||||
Nuclear & Safety segment revenues increased for the six months ended June 30, 2025 compared with the six months ended June 30, 2024 primarily due to $9.9 million of organic volume growth, $4.7 million of price increases, and positive foreign exchange fluctuations of $0.8 million.
Income from operations was $40.7 million and $31.1 million for the six months ended June 30, 2025 and 2024, respectively. Income from operations increased $9.6 million period over period driven primarily by the changes in revenues described above and $7.8 million in lower amortization expenses due to fully amortized intangible assets, partially offset by inflationary impacts of $4.8 million, increased costs of material and labor of $3.8 million (predominately at our France location), and France transaction related foreign exchange impacts of $1.5 million.
Corporate and other
Corporate and other costs include costs associated with our corporate headquarters located in Georgia, as well as centralized global functions including Executive, Finance, Legal and Compliance, Human Resources, Technology, Strategy, and Marketing and other costs related to company-wide initiatives (e.g., Business Combination transaction expenses, merger and acquisition activities, restructuring and other initiatives).
Corporate and other costs were $39.7 million for the six months ended June 30, 2025 and $40.1 million for the six months ended June 30, 2024, which represents a decrease of $(0.4) million period over period. The decrease versus the comparable period was predominantly driven by decreased stock compensation costs.
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.
Liquidity and Capital Resources
Overview of Liquidity
Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments, and debt service.
Mirion management believes that net cash provided by operating activities, augmented by long-term debt arrangements, will provide adequate liquidity for the next 12 months of independent operations, as well as the resources necessary to invest for growth in existing businesses and manage its capital structure on a short- and long-term basis. Access to capital and availability of financing on acceptable terms in the future will be affected by many factors, including our credit rating, economic conditions, and the overall liquidity of capital markets. There can be no assurance of continued access to financing from the capital markets on acceptable terms or at all.
At June 30, 2025 and December 31, 2024 we had $263.0 million and $175.6 million, respectively, in cash and cash equivalents, which include amounts held by entities outside of the United States of approximately $157.2 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 June 30, 2025 and December 31, 2024 was approximately $157.7 million and $72.1 million, respectively.
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.
Debt Profile
2021 Credit Agreement
On the Closing Date, certain subsidiaries of the Company entered into a credit agreement (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "2021 Credit Agreement") with the lending institutions party thereto. The 2021 Credit Agreement refinanced and replaced an earlier credit facility (the "2019 Credit Facility").
The 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility and a $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.
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 the Sterling Overnight Index Average ("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).
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 June 30, 2025 and December 31, 2024.
Term Loan - The term loan initially had 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.
On June 5, 2025, the Company entered into Amendment No. 5 to the Credit Agreement ("Amendment No.5"). Under Amendment No. 5, the Company utilized funds from the offering of Convertible Senior Notes due 2030 completed on May 23, 2025 (see Convertible Debt below), to repay $244.6 million in outstanding principal and $8.3 million in accrued interest as well as extend the maturity date of the term loan to June 5, 2032 (collectively the "June 2025 Refinancing"). The June 2025 Refinancing was accounted for as a partial modification, partial extinguishment, and new debt issuance at the syndicated lender level. The Company has accounted for $244.6 million of the term loan principal as an extinguishment of debt and $450.0 million as an issuance of new debt. As a result, the Company recorded a loss on partial debt extinguishment of $5.8 million within the unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2025 attributed to the derecognition of a proportionate amount of unamortized deferred financing costs. The interest rate was 6.55% and 6.85% as of June 30, 2025 and December 31, 2024, respectively. The Company paid no principal payments for the year ended December 31, 2024, yielding an outstanding balance of approximately $450.0 million as of June 30, 2025 and $694.6 million as of December 31, 2024.
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).
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 June 30, 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 $17.3 million and $17.9 million for the periods ended June 30, 2025 and December 31, 2024, respectively. The amount available on the revolver as of June 30, 2025 and December 31, 2024 was approximately $157.7 million and $72.1 million, respectively.
Convertible Debt
On May 23, 2025, the Company completed a private offering of $400.0 million aggregate principal amount of 0.25% Convertible Senior Notes due 2030 (the "Notes"), which included the initial purchasers' exercise in full of their option to purchase additional notes. The Notes were issued pursuant to an indenture, dated May 23, 2025 (the "Indenture"). The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable.
The Notes will mature on June 1, 2030, unless earlier converted, redeemed or repurchased. The Notes will bear interest from May 23, 2025 at a rate of 0.25% per year payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2025. The Notes will be convertible at the option of the holders in certain circumstances. The Notes will be convertible into cash, shares of Mirion's Class A common stock or a combination of cash and shares of Mirion's Class A common stock, at the Company's election.
The initial conversion rate is 43.2751 shares of Mirion's Class A common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $23.11 per share of Mirion's Class A common stock. The initial conversion price of the Notes represents a conversion premium of 32.5% to the last reported sale price of Mirion's Class A common stock of $17.44 per share May 20, 2025. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture.
The Company may not redeem the Notes prior to June 6, 2028. The Company may redeem for cash 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest or any portion of the 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 Notes, at least $100.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant redemption notice.
If the Company undergoes a fundamental change, as defined in the Indenture, then subject to certain conditions and limited exceptions, holders may require the Company to repurchase for cash all or any portion of their 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 Notes to be repurchased plus accrued and unpaid 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 Notes in connection with such a corporate event. The conditions allowing holders of the Notes to convert were not met during the three and six months ended June 30, 2025.
As of June 30, 2025, the Notes are classified as a long-term liability, net of issuance costs of $12.4 million, on the unaudited Condensed Consolidated Balance Sheets. No portion of the proceeds from the issuance of the Notes was accounted for separately as an embedded conversion feature within stockholders' equity. As of June 30, 2025, the net carrying amount of the Notes approximates fair value. Interest expense recognized related to the Notes for the three and six months ended June 30, 2025was $0.4 million. The Notes were issued at par and costs associated with the issuance of the Notes are amortized to interest expense over the contractual term of the Notes. As of June 30, 2025, the effective interest rate of the Notes is 0.88%.
The net proceeds from the issuance of the Notes was approximately $387.7 million and was used as follows: $31.0 million to repurchase shares of Mirion's Class A Common Stock, $44.6 million to pay the cost of Capped Call transactions, $256.0 million to refinance the term loan (principal repayment, accrued interest and financing fees), and the balance for general corporate purposes and working capital.
For more discussion on the Company's debt profile, see Note 8, Borrowings, and Note 9, Convertible Debt, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Share Repurchase Program
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 June 30, 2025.
Hedges
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, 2022, to manage currency risks related to foreign exchange in foreign operations. During the year ended December 2024, the Company extended a cross-currency rate swap derivative by one-year (notional amount of 123.2 million euros). 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 six months ended June 30, 2023 as well as an additional interest rate swap (notional amount of $100.0 million) during the six months ended June 30, 2025 to mitigate the risk of adverse changes in benchmark interest rates on the Company's future interest payments (collectively, the "interest rate swaps").
The interest rate swaps are derivative financial instruments that have been designated and qualify as cash flow hedges. The changes in the fair values of the cash flow hedges 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 June 30, 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.
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):
| Notional Amount | (Loss) Gain Recognized in AOCL | ||||||||||||||||||||||||||||||||||
| As of | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Cross-currency rate swaps | € | 238.8 | € | 238.8 | $ | (22.2) | $ | 1.8 | $ | (31.6) | $ | 8.0 | |||||||||||||||||||||||
| Total | € | 238.8 | € | 238.8 | $ | (22.2) | $ | 1.8 | $ | (31.6) | $ | 8.0 | |||||||||||||||||||||||
For more discussion of the hedges of net investments, see Note 17, Fair Value Measurement, and Note 18, Derivatives and Hedging, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-Q.
Cash flows
For the Six Months Ended June 30, 2025 and for the Six Months Ended June 30, 2024
| Unaudited | |||||||||||
| (In millions) | 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 used in financing activities | $ | 41.2 | $ | (2.8) | |||||||
Net Cash Provided by Operating Activities
Net cash provided by operating activities was $48.0 million for the six months ended June 30, 2025 as compared to net cash provided by operating activities of $21.2 million for the six months ended June 30, 2024, representing an increase of $26.8 million. The change is primarily due to an increase in net income of $47.4 million offset by $17.4 million of foreign currency translation adjustments.
Net Cash Used in Investing Activities
Net cash used in investing activities was $15.7 million for the six months ended June 30, 2025 versus $21.8 million for the six months ended June 30, 2024 representing a change of $6.1 million. The decrease in net cash used was driven primarily
by a $6.6 million decrease in purchases of badges and related software supporting our launch of the Instadose Vue product in the prior year.
Net Cash (Used in) Provided by Financing Activities
Net cash provided by financing activities was $41.2 million during the six months ended June 30, 2025 versus net cash used in financing activities of $2.8 million during the six months ended June 30, 2024. The increase of $44.0 million period over period primarily relates to the debt transactions described above in the Liquidity and Capital Resources section, offset by repurchases of Company stock during the current year.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. Such estimates are based on historical experience and on various other factors that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material.
During the six months ended June 30, 2025, there were no material changes to our critical accounting policies and estimates from those described under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K.
Recent Accounting Pronouncements
See Note 1, Nature of Business and Summary of Significant Accounting Policies,to our unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for more information.
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