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- Fiscal 2021 GAAP revenue of $612 million1<\/sup>, up 27.9% from the prior-year period; pro-forma adjusted revenue increased 5.4% to $686 million2 <\/sup><\/i><\/li>\n
- Fiscal 2021 GAAP net loss of $(158) million; includes $122 million in non-cash interest expense related to shareholder notes payable to previous owners<\/i><\/li>\n
- Pro-forma adjusted EBITDA of $173 million3<\/sup>, 18.4% higher compared to the prior-year period; Pro-forma adjusted EBITDA margin up 280 basis points to 25.2% <\/i><\/li>\n
- Mirion reiterates fiscal 2022 guidance<\/i><\/li>\n
- Proposed business combination with GSAH Corp II is expected to close in the fourth quarter of 2021, subject to satisfaction of closing conditions, including certain regulatory approvals<\/i><\/li>\n<\/ul>\n
ATLANTA–(BUSINESS WIRE<\/a>)–
\nMirion Technologies, Inc. (\u201cMirion\u201d), a leading provider of detection, measurement, analysis and monitoring solutions to the medical, nuclear, research and defense end markets, today announced its fiscal year 2021 results.\n<\/p>\n\nThomas Logan, Mirion CEO, said \u201cI am pleased with our fiscal year 2021 results. We delivered solid growth and expanding margins despite the continuing global impact of the COVID-19 pandemic. In addition, we finished the year with continued demand and a strong backlog enhancing our visibility for the year ahead. For fiscal year 2022, we expect to deliver mid-single digit organic growth driven by our leading product portfolio, and augmented by disciplined acquisitive growth.\u201d\n<\/p>\n
\nLarry Kingsley, incoming Chairman4<\/sup>, said \u201cMirion is well positioned to continue to drive long-term growth and significant shareholder value. Tom and his team have done a great job in building leading positions across industries through a global footprint, featuring real technological differentiation, limited macro-economic sensitivity, and opportunities for sustained improvements over time. Coupled with a robust product portfolio, a strong R&D platform, and ample room for integration and efficiency initiatives, I am excited about the near and long-term prospects for internal and external stakeholders.\u201d\n<\/p>\n
Business Highlights<\/b><\/p>\n
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- \nFiscal 2021 revenue of $612 million, up 27.9% from the prior-year period; pro-forma adjusted revenue increased 5.4% to $686 million driven by resilient core market growth and continued success of key new product introductions.\n<\/li>\n
- \nMedical revenues increased by 148.7% to $155.7 million primarily due to the acquisitions of Sun Nuclear, Biodex, and AWST.\n<\/li>\n
- \nIndustrial revenues were $455.9 million, up 9.7% from the prior year largely as a result of new product offerings in the Radiological Search, Measurement and Analysis Systems product group, favorable foreign exchange benefits and a small year-over-year benefit of the Selmic acquisition.\n<\/li>\n
- \nMirion continues to see medical end-market acceleration driven by normalizing demand trends off of pandemic lows, increasing share of wallet, and international growth opportunities; Industrial end market is seeing an increase in new construction sites, the restart of delay programs and progress in new nuclear countries.\n<\/li>\n
- \nFiscal 2021 net loss of $(158) million; Pro-forma adjusted EBITDA of $173 million, 18.4% higher compared to the prior-year period, driven by higher volumes, cost discipline, materialization of M&A synergies and successful execution of strategic operational efficiency actions.\n<\/li>\n
- \nBacklog as of June 30, 2021 was $716 million inclusive of Biodex and Sun Nuclear acquisitions.\n<\/li>\n
- \nIntegration and efficiency initiatives related to the Sun Nuclear and Biodex acquisitions continue to progress as expected.\n<\/li>\n<\/ul>\n
Mirion Reiterates Guidance<\/b>5<\/sup><\/p>\n
\nMirion reiterates its fiscal 2022 guidance consistent with guidance given in connection with the announcement of the proposed business combination:\n<\/p>\n
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- \nPro forma adjusted revenue of approximately $723 million, representing year-over-year growth of 5.4%\n<\/li>\n
- \nAdjusted EBITDA of approximately $179 million\n<\/li>\n<\/ul>\n
\nMirion has previously announced its entry into a business combination agreement with GS Acquisition Holdings Corp II (\u201cGSAH\u201d) (NYSE: GSAH),a special purpose acquisition company (SPAC), that is expected to result in Mirion becoming a publicly listed company.\n<\/p>\n
\nTom Knott, CEO of GSAH added, \u201cWe are pleased with Mirion\u2019s fiscal 2021 results as we continue to work towards closing the proposed business combination. Mirion is a high quality, defensive business with a long operating history, strong cash flows, and multiple paths for continued growth and margin expansion. We remain confident in the short- and long-term potential of Mirion, as evidenced by our market-leading deferred promote structure,6<\/sup> a $200 million PIPE investment, and additional $125 million equity backstop.7<\/sup>\u201d\n<\/p>\n
Use of Non-GAAP Financial Information<\/b><\/p>\n
\nMirion believes that the presentation of non-GAAP financial information provides important supplemental information to management and investors regarding financial and business trends relating to Mirion\u2019s financial condition and results of operations. For further information regarding these non-GAAP measures, including the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, please refer to the \u201cExplanation and Reconciliation of Non-GAAP Financial Measures\u201d section of this press release. For further information on Mirion\u2019s fiscal year 2021 results, please see the registration statement on Form S-4 that was filed by GSAH with the SEC.\n<\/p>\n
1. U.S. Generally Accepted Accounting Principles is referred to as \u201cGAAP\u201d.
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<\/i>2. Adjusted revenues is defined as U.S. GAAP revenues adjusted to remove the impact of purchase accounting on the recognition of deferred revenue. Pro forma adjusted revenues is equal to adjusted revenues plus the pro forma impact to revenues of all acquisitions reflected for each respective year. Adjusted revenues and pro forma adjusted revenues are non-GAAP financial measures. Please see \u201cExplanation and Reconciliation of Non-GAAP Financial Measures\u201d for a reconciliation of non-GAAP financial measures contained in this press release to the most comparable GAAP financial measures.
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<\/i>3. Adjusted EBITDA is defined as EBITDA excluding the items described under \u201cExplanation and Reconciliation of Non-GAAP Financial Measures.\u201d Pro forma adjusted EBITDA is equal to adjusted EBITDA plus the pro forma impact to EBITDA of all acquisitions reflected for each respective year and reflects constant foreign exchange rates.
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<\/i>4. Larry Kingsley has been nominated by GSAH for election by its stockholders in connection with the proposed business combination with GS Acquisition Holdings Corp II.
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<\/i>5. The financial outlook is forward-looking and actual results may differ materially as a result of many factors. Guidance for non-GAAP financial measures excludes the impact of purchase accounting on the recognition of deferred revenue, stock compensation expense, debt extinguishment, and the impact of foreign currency rates and purchase accounting adjustments. We have not provided the most directly comparable GAAP measures because certain items are out of our control or cannot be reasonably predicted. Accordingly, a reconciliation for pro forma adjusted revenue and adjusted EBITDA is not available without unreasonable effort.
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<\/i>6. GS Acquisition Holdings Corp II founder shares (the \u201cpromote,\u201d excluding warrants) are subject to vesting in three equal tranches, based on the volume-weighted average price of GSAH Class A common stock being greater than or equal to $12.00, $14.00 and $16.00 per share (each, a \u201cFounder Share Vesting Event\u201d) for any 20 trading days in any 30 consecutive trading day period. The founder shares will be forfeited to the Company for no consideration if they fail to vest within five years of the closing of the business combination. Vesting of the founder shares will be accelerated upon certain sale events based on the per share price of GSAH Class A common stock in such sale event.
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<\/i>7. The $200 million PIPE investment was committed by affiliates of The Goldman Sachs Group, Inc. and may be syndicated prior to the closing of the business combination. The $125 million equity backstop commitment is to be used in the event that the minimum cash condition in the business combination agreement is not satisfied.<\/i><\/p>\nReconciliation of Non-GAAP Financial Measures <\/b><\/p>\n
\nIn addition to our results determined in accordancewithU.S. GAAP, we believe the following non-GAAP measures are useful in evaluating our operating performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.\n<\/p>\n
\nOther companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.\n<\/p>\n
Adjusted revenues<\/b> is defined as U.S. GAAP revenues adjusted to remove the impact of purchase accounting on the recognition of deferred revenue.\n<\/p>\n
Pro forma adjusted revenues<\/b> is equal to adjusted revenues plus the pro forma impact to revenues of all acquisitions reflected for each respective year.\n<\/p>\n
Adjusted EBITDA<\/b> is defined as net income before interest expense, income tax expense, depreciation and amortization the other items described in the table below.\n<\/p>\n
Pro forma adjusted EBITDA<\/b> is equal to adjusted EBITDA plus the pro forma impact to EBITDA of all acquisitions reflected for each respective year.\n<\/p>\n
- Fiscal 2021 GAAP net loss of $(158) million; includes $122 million in non-cash interest expense related to shareholder notes payable to previous owners<\/i><\/li>\n