# Mirion Technologies, Inc.: Form 10-Q for the period ended Mar 31, 2025

- Company: [Mirion Technologies, Inc.](/companies/mir.md) (CIK 1809987)
- Form: 10-Q
- Filed: 2025-04-30
- Accepted by EDGAR: Apr 30, 2025, 16:21 ET
- Period: 2025-03-31
- Accession: 0001628280-25-021106
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1809987/000162828025021106/mir-20250331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1809987/000162828025021106/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $202.0m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-01-01 to 2025-03-31 | $105.9m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-01-01 to 2025-03-31 | $96.1m | us-gaap:GrossProfit |
| Research and development | 3 months, 2025-01-01 to 2025-03-31 | $8.7m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2025-01-01 to 2025-03-31 | $78.7m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | $8.7m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $200.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | $300.0k | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.00 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.00 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 226,918,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | $35.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $8.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 3 months, 2025-01-01 to 2025-03-31 | $18.6m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-03-31 | $185.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-03-31 | $590.2m | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $2.63bn | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $265.0m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $1.07bn | us-gaap:Liabilities |
| Long-term debt | at 2025-03-31 | $685.9m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-03-31 | $700.0k | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-03-31 | $1.50bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 49,819 characters.

*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 $202.0 million for the three months ended March 31, 2025 and $192.6 million for the three months ended March 31, 2024, of which 34.0% and 34.7% were generated in the Medical segment for the three months ended March 31, 2025 and 2024, respectively, and 66.0% and 65.3% were generated in the Nuclear & Safety segment for the three months ended March 31, 2025 and 2024, respectively.
- Backlog (representing committed but undelivered contracts and purchase orders) was $813.5 million and $811.9 million as of March 31, 2025, and December 31, 2024, respectively.

### 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 months ended March 31, 2025 and for the three months ended March 31, 2024.

*(In millions)*

|  | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 |
| --- | ---: | ---: |
| **Net income (loss)** | **$0.4** | **$(26.5)** |
| Interest expense, net | 10.6 | 13.8 |
| Income tax expense | 0.2 | 1.2 |
| Amortization | 25.4 | 31.5 |
| **EBITA** | **$36.6** | **$20.0** |
| Depreciation | 8.3 | 7.3 |
| **EBITDA** | **$44.9** | **$27.3** |
| Stock-based compensation expense | 3.4 | 3.6 |
| Increase in fair value of warrant liabilities | — | 5.7 |
| Foreign currency (gain) loss, net | (2.8) | 0.8 |
| Non-operating expenses(1)(2) | 1.2 | 2.1 |
| **Adjusted EBITDA** | **$46.7** | **$39.5** |

(1) Pre-tax non-operating expenses of $1.2 million for the three months ended March 31, 2025 include $0.7 million of one-time consulting fees related to IT services sourcing excellence and $0.5 million of consulting costs related to Nuclear & Safety segment enterprise resource planning software upgrades.

(2) Pre-tax non-operating expenses of $2.1 million for the three months ended March 31, 2024 include $1.0 million of costs to achieve integration and operational synergies; $0.6 million of mergers and acquisition expenses; and $0.5 million of costs to achieve information technology system integration and efficiency.

The following tables present a reconciliation of GAAP income from operations to non-GAAP Adjusted EBITDA by segment for the three months ended March 31, 2025 and the three months ended March 31, 2024.

*(In millions)*

|  | Three Months Ended March 31, 2025 Medical | Nuclear & Safety | Corporate & Other | Consolidated |
| --- | ---: | ---: | ---: | ---: |
| **Income from operations** | **$6.7** | **$21.7** | **$(19.7)** | **$8.7** |
| Amortization | 11.7 | 13.7 | — | 25.4 |
| Depreciation | 4.7 | 3.3 | 0.3 | 8.3 |
| Stock-based compensation | 0.4 | 0.5 | 2.5 | 3.4 |
| Non-operating expenses | — | — | 1.2 | 1.2 |
| Other expense / (income) | (0.3) | — | — | (0.3) |
| **Adjusted EBITDA** | **$23.2** | **$39.2** | **$(15.7)** | **$46.7** |

*(In millions)*

|  | Three Months Ended March 31, 2024 Medical | Nuclear & Safety | Corporate & Other | Consolidated |
| --- | ---: | ---: | ---: | ---: |
| **Income from operations** | **$1.4** | **$12.6** | **$(18.9)** | **$(4.9)** |
| Amortization | 13.7 | 17.8 | — | 31.5 |
| Depreciation | 4.8 | 2.4 | 0.1 | 7.3 |
| Stock-based compensation | 0.2 | 0.4 | 3.0 | 3.6 |
| Non-operating expenses | 0.4 | — | 1.7 | 2.1 |
| Other expense / (income) | — | (0.1) | — | (0.1) |
| **Adjusted EBITDA** | **$20.5** | **$33.1** | **$(14.1)** | **$39.5** |

38

### Our Business Segments

We manage and report our business in two business segments: Medical and Nuclear & Safety.

**Medical** includes products and services for radiation therapy, nuclear medicine and personal dosimetry. This segment’s principal product offering is in Radiation Therapy Quality Assurance, which includes solutions for calibrating and/or verifying imaging, treatment machine, patient treatment plan, and patient treatment accuracy. The advancing field of Nuclear Medicine is also served by this segment including products for radiation measurement, product handling, and medical imaging, inclusive of software across the radiopharmaceutical lifecycle. Dosimetry solutions monitor the total amount of radiation medical staff members are exposed to over time.

**Nuclear & Safety** includes products and services focused on addressing critical radiation safety, measurement and analysis applications across nuclear energy, laboratories and research and other industrial markets such as defense. For NPPs, we sell products and services for use at any stage of their life (construction, operation, decommissioning and dismantling), with NPPs representing the majority of our sales into the nuclear end market.

### Recent Developments

#### 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 March 31, 2025, the Company has approximately $8.6 million in net contract assets and accounts receivable associated with Russian-related projects. We also maintain $12.9 million in advance payment guarantees and $13.0 million in performance guarantees in support of these projects. The remaining performance obligations in our backlog for Russian-related projects was approximately $112.7 million at March 31, 2025.

The Company will continue to monitor the social, political, regulatory and economic environment in Ukraine and Russia, and will consider actions as appropriate.

#### Tariffs

Starting in February 2025, the United States and other countries imposed and/or increased global tariffs on goods imported into, or exported from, the United States. While we generally execute an operational strategy of producing locally for most of our products, these tariffs and any future tariffs are expected to result in additional costs to the Company. Furthermore, due to the larger tariffs imposed between China and the United States, we anticipate a potential negative impact on China-related revenues. The current total estimated reduction in pre-tax earnings impact from the global tariffs (as currently in effect as of the date of this Quarterly Report on Form 10-Q) is approximately $2.0 million to $8.0 million for the rest of the fiscal year, after taking into account mitigating actions such as alternative sourcing strategies, production shifts, price increases and cost management. Furthermore, the announcement of the tariffs has had a significant impact on the foreign exchange rates between U.S. Dollar and other foreign currencies and could have a significant impact (positive or negative) on our future results of operations. The actual impact of the tariffs and secondary impacts to exchange rates may be significantly different than our current estimate. Our estimate is subject to several factors including the amount, duration, scope and nature of the tariffs, countermeasures that countries take, mitigating or other actions we take, and contractual implications.

### 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 March 31, 2025 and the Three Months Ended March 31, 2024

The following table summarizes our results of operations for the periods presented below (in millions):

*Unaudited*

|  | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 |
| --- | ---: | ---: |
| Revenues | $202.0 | $192.6 |
| Cost of revenues | 105.9 | 105.5 |
| Gross profit | 96.1 | 87.1 |
| Selling, general and administrative expenses | 78.7 | 84.1 |
| Research and development | 8.7 | 7.9 |
| Income (loss) from operations | 8.7 | (4.9) |
| Interest expense, net | 10.6 | 13.8 |
| Foreign currency (gain) loss, net | (2.8) | 0.8 |
| Increase in fair value of warrant liabilities | — | 5.7 |
| Other expense, net | 0.3 | 0.1 |
| Income (loss) before income taxes | 0.6 | (25.3) |
| Income tax expense | 0.2 | 1.2 |
| Net income (loss) | 0.4 | (26.5) |
| Loss attributable to noncontrolling interests | 0.1 | (0.7) |
| Net income (loss) attributable to stockholders | $0.3 | $(25.8) |

#### Overview

Revenues were $202.0 million for the three months ended March 31, 2025 and $192.6 million for the three months ended March 31, 2024. Our Medical segment contributed $68.6 million and $66.8 million of revenues for the three months ended March 31, 2025 and 2024, respectively. Our Nuclear & Safety segment contributed $133.4 million and $125.8 million of revenues for the three months ended March 31, 2025 and 2024, respectively. Gross profit was $96.1 million and $87.1 million for the three months ended March 31, 2025 and 2024, respectively, resulting in a $9.0 million increase from the three months ended March 31, 2024.

Net income was $0.4 million for the three months ended March 31, 2025 and our net loss was $26.5 million for the three months ended March 31, 2024. Our Medical segment contributed $6.7 million and $1.4 million of income from operations for the three months ended March 31, 2025 and 2024, respectively. Our Nuclear & Safety segment contributed $21.7 million and $12.6 million of income from operations for the three months ended March 31, 2025 and 2024, respectively. The overall decrease in net loss is primarily driven by a $5.7 million decrease in the loss from fair value of warrant liabilities in the prior year that no longer impacts the current year, increased revenues in the Nuclear & Safety segment, a favorable margin for current projects and products in the current period, and decreased amortization of intangible assets. Partially offsetting these items were higher software licensing costs, increased depreciation, and increased compensation costs in the current year.

#### Revenues

Revenues were $202.0 million for the three months ended March 31, 2025 and $192.6 million for the three months ended March 31, 2024. Revenues increased $9.4 million from the three months ended March 31, 2024.

Medical segment revenues increased for the three months ended March 31, 2025 compared with the three months ended March 31, 2024 primarily due to the recovery from delayed operations in the Nuclear Medicine ("NucMed") division in connection with a new ERP system implementation in 2024, increased domestic sales volume and pricing, partially offset by decreased revenues from the Asia-Pacific region, delayed operations from an ERP implementation in our RTQA business and reduced revenues from the exit of our lasers product line in the second half of 2024.

Nuclear & Safety segment revenues increased for the three months ended March 31, 2025 compared with the three months ended March 31, 2024 primarily due to price increases and organic volume growth, partially offset by foreign exchange impacts.

#### Cost of revenues

Cost of revenues was $105.9 million for the three months ended March 31, 2025 and $105.5 million for the three months ended March 31, 2024, an increase of $0.4 million period over period.

Cost of revenues related to the Medical segment decreased $1.5 million period over period due to favorable margin on product mix. Cost of revenues related to the Nuclear & Safety segment increased $1.9 million period over period. The increase was primarily driven by organic volume growth.

#### Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses were $78.7 million for the three months ended March 31, 2025 and $84.1 million for the three months ended March 31, 2024, resulting in a decrease of $5.4 million period over period.

Our Medical segment incurred lower SG&A expenses of $2.2 million for the three months ended March 31, 2025 compared with the three months ended March 31, 2024. The decrease was primarily due to lower amortization expense, and lower mergers and acquisitions costs. Partially offsetting these savings were increased depreciation expense of newly capitalized assets and software expense for new ERP systems.

Our Nuclear & Safety segment incurred lower SG&A expenses of $3.9 million for the three months ended March 31, 2025 compared with the three months ended March 31, 2024. The decrease was driven by lower amortization expense related to intangible assets.

Corporate SG&A expenses were $17.7 million for the three months ended March 31, 2025 and $17.0 million for the three months ended March 31, 2024. The increase of $0.7 million was primarily driven by increased compensation costs.

#### Research and development

Research and development (“R&D”) expenses were $8.7 million for the three months ended March 31, 2025 and $7.9 million for the three months ended March 31, 2024, resulting in an increase of $0.8 million period over period. The increase in R&D expenses was primarily due to increased compensation costs and increased depreciation expense for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

#### Income from operations

Income from operations was $8.7 million for the three months ended March 31, 2025 compared with a loss of $4.9 million for the three months ended March 31, 2024. On a segment basis, income from operations in the Medical segment for the three months ended March 31, 2025 and 2024 were $6.7 million and $1.4 million, respectively. Income from operations in the Nuclear & Safety segment for the three months ended March 31, 2025 and three months ended March 31, 2024 were $21.7 million and $12.6 million, respectively, representing an increase of $9.1 million period over period. Corporate expenses were $19.7 million and $18.9 million for the three months ended March 31, 2025 and 2024, respectively, representing a decrease in income from operations of $0.8 million as discussed in "Selling, general and administrative expenses" above. See “Business segments” and “Corporate and other” below for further details.

#### Interest expense, net

Interest expense, net, was $10.6 million for the three months ended March 31, 2025 and $13.8 million for the three months ended March 31, 2024. The decrease in interest expense, net was due to lower interest rates negotiated with the debt refinancing during the three months ended June 30, 2024, interest from derivatives, and additional interest earned on cash deposits in the current period. For more information, see Note 7, *Borrowing*s, and Note 16, *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 $2.8 million net gain for the three months ended March 31, 2025 and a $0.8 million net loss for the three months ended March 31, 2024 from foreign currency exchange. The change in foreign currency loss (gain), net is due primarily to fluctuations in European local currencies in relation to the U.S. dollar.

#### Change in fair value of warrant liabilities

We recognized an unrealized expense of $5.7 million for the three months ended March 31, 2024. During the three months ended June 30, 2024, we settled the Public Warrant and Private Placement Warrant liabilities in conjunction with the warrant redemption/exchange. See Note 1, *Nature of Business and Summary of Significant Accounting Policies,* and Note 15, *Fair Value Measurements*, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

#### Income taxes

The effective income tax rate was 33.3% and (4.7)% for the three months ended March 31, 2025 and 2024, respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings and the impact of valuation allowances.

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.

#### Business segments

The following provides detail for business segment results for the three months ended March 31, 2025 and 2024. Segment income from operations includes revenues of the segment less expenses that are directly related to those revenues but excludes certain charges to cost of revenues and SG&A expenses predominantly related to corporate costs, which are included in Corporate and Other in the table below. Interest expense, foreign currency loss (gain), net, and other expense (income), net, are not allocated to segments.

For reconciliations of segment revenues and operating (loss) income to our consolidated results, see Note 14, *Segment Information*, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

#### Medical

*Unaudited*

*(In millions)*

|  | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 |
| --- | ---: | ---: |
| Revenues | $68.6 | $66.8 |
| Income from operations | $6.7 | $1.4 |
| Income from operations as a % of revenues | 9.8% | 2.1% |

Medical segment revenues increased for the three months ended March 31, 2025 compared with the three months ended March 31, 2024 primarily due to the recovery from delayed operations in the NucMed division caused by the focus on a new ERP system implementation in 2024 of $4.3 million, $1.9 million in domestic revenue volume growth, and $1.4 million of pricing increases partially offset by a reduction in revenues from Asia-Pacific countries of $2.0 million, $2.0 million less revenues due to delayed operations from an ERP implementation in our RTQA business, and $1.1 million from the discontinuation of the lasers product line.

Income from operations was $6.7 million and $1.4 million for the three months ended March 31, 2025 and 2024, respectively, representing a $5.3 million increase in income from operations period over period. The increase in income from operations period over period was largely due to a favorable margin product mix of $2.4 million, reduction in amortization expense of $2.0 million, increased revenues noted above and reduction of merger and acquisition costs in 2025 of $0.6 million. Partially offsetting the increase in income was an increase in ERP related expenses of $0.6 million.

#### Nuclear & Safety

*Unaudited*

*(In millions)*

|  | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 |
| --- | ---: | ---: |
| Revenues | $133.4 | $125.8 |
| Income from operations | $21.7 | $12.6 |
| Income from operations as a % of revenues | 16.3% | 10.0% |

Nuclear & Safety segment revenues increased for the three months ended March 31, 2025 compared with the three months ended March 31, 2024 primarily due to organic volume growth of $6.9 million and pricing of $2.2 million, partially offset by a $1.9 million foreign exchange impact.

Income from operations was $21.7 million and $12.6 million for the three months ended March 31, 2025 and 2024, respectively. Income from operations increased $9.1 million period over period driven primarily by the changes in revenues described above, $1.4 million higher net income due to a positive product mix from higher margin projects and products in the current year, and $4.0 million in lower amortization expenses due to fully amortized intangible assets.

#### 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 $19.7 million for the three months ended March 31, 2025 and $18.9 million for the three months ended March 31, 2024, which represents an increase of $0.8 million period over period. The increase versus the comparable period was predominantly driven by increased compensation costs.

For reconciliations of segment operating income and corporate and other costs to our consolidated results, see Note 14, *Segment Information,* to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

### 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 March 31, 2025 and December 31, 2024 we had $186.2 million and $175.6 million, respectively, in cash and cash equivalents, which include amounts held by entities outside of the United States of approximately $136.4 million and $131.9 million, respectively, primarily in Europe and Canada. Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are asserting indefinite reinvestment of cash for certain non-U.S. subsidiaries. The Company has alternative repatriation options other than dividends should the need arise. The 2021 Credit Agreement provides for up to $175.0 million of revolving borrowings. The amount available on the revolving facility under the 2021 Credit Agreement (as defined below) as of March 31, 2025 and December 31, 2024 was approximately $157.0 million and $72.1 million, respectively.

For more information on our long-term debt arrangements, lease commitments, and other commitments and contingencies, see Note 7, *Borrowings,* Note 8, *Leased Assets*, and Note 9, *Commitments and Contingencies*, respectively, of the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report Form 10-Q.

### 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 October 20, 2028 and the revolving facility is scheduled to expire and mature on March 21, 2030 (subject to other terms and conditions). The agreement requires the payment of a commitment fee of 0.50% per annum for unused revolving commitments, subject to stepdowns to 0.375% per annum and 0.25% per annum upon the achievement of specified leverage ratios. Any outstanding letters of credit issued under the 2021 Credit Agreement reduce the availability under the revolving line of credit.

The 2021 Credit Agreement is secured by a first priority lien on the equity interests of the Parent Borrower owned by Holdings and substantially all of the assets (subject to customary exceptions) of the borrowers and the other guarantors thereunder. Interest with respect to the facilities is based on, at the option of the borrowers, (i) a customary base rate formula for borrowings in U.S. dollars or (ii) a floating rate formula based on LIBOR (with customary fallback provisions) for borrowings in U.S. dollars, a floating rate formula based on Euro Interbank Offered Rate ("EURIBOR") for borrowings in Euro or a floating rate formula based on SONIA for borrowings in Pounds Sterling, each as described in the 2021 Credit Agreement with respect to the applicable type of borrowing. The 2021 Credit Agreement includes fallback language that seeks to either facilitate an agreement with the Company's lenders on a replacement rate for LIBOR in the event of its discontinuance or that automatically replaces LIBOR with benchmark rates based upon the Secured Overnight Financing Rate ("SOFR") or other benchmark replacement rates upon certain triggering events (SOFR was adopted via agreement amendment in replacement of LIBOR in 2023).

The 2021 Credit Agreement contains customary representations and warranties as well as customary affirmative and negative covenants and events of default. The negative covenants include, among others and in each case subject to certain thresholds and exceptions, limitations on incurrence of liens, limitations on incurrence of indebtedness, limitations on making dividends and other distributions, limitations on engaging in asset sales, limitations on making investments, and a financial covenant that the “First Lien Net Leverage Ratio” (as defined in the 2021 Credit Agreement) as of the end of any fiscal quarter is not greater than 7.00 to 1.00 if on the last day of such fiscal quarter certain borrowings outstanding under the revolving credit facility exceed 40% of the total revolving credit commitments at such time. The covenants also contain limitations on the activities of Mirion IntermediateCo, Inc. as the “passive” holding company. If any of the events of default occur and are not cured or waived, any unpaid amounts under the 2021 Credit Agreement may be declared immediately due and payable, the revolving credit commitments may be terminated and remedies against the collateral may be exercised. Mirion IntermediateCo, Inc. was in compliance with all debt covenants on March 31, 2025 and December 31, 2024.

*Term Loan -* The term loan has a seven-year term (expiring October 2028) and bears interest at the greater of LIBOR (through June 30, 2023) / SOFR (subsequent to June 30, 2023 through May 21, 2024) or 0.50%, plus 2.75%. On May 22, 2024, the Company entered into Amendment No. 3 (the “Amendment”) to the Credit Agreement. The Amendment reduced the applicable margin rate on the term loans from 2.75% to 2.25% and reduced the credit spread based upon rate term to 0%, with other terms and conditions remaining consistent (effectively the existing loan was refinanced). The Amendment was accounted for prospectively as a debt modification in accordance with *ASC 470-50, Debt—Modifications and Extinguishments.* No further principal payments are due until the expiration of the term. The interest rate was 6.55% (with no spread rate based upon rate term) and 6.85% (including spread rate based upon rate term) as of March 31, 2025 and December 31, 2024, respectively. The Company paid no principal payments for the three months ended March 31, 2025 and for year ended December 31, 2024, yielding an outstanding balance of approximately $694.6 million as of March 31, 2025 and December 31, 2024.

*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 March 31, 2025 and December 31, 2024. Additionally, the Company has standby letters of credit issued under its 2021 Credit Agreement that reduce the availability under the revolver of $18.0 million and $17.9 million for the periods ended March 31, 2025 and December 31, 2024, respectively. The amount available on the revolver as of March 31, 2025 and December 31, 2024 was approximately $157.0 million and $72.1 million, respectively.

### 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 March 31, 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, 2023, to manage currency risks related to foreign exchange in foreign operations. The Company is also subject to interest rate risk related to the Credit Facilities. As such, we entered into an interest rate swap (notional amount of $75.0 million) during the year ended December 31, 2024, to mitigate the risk of adverse changes in benchmark interest rates on the Company's future interest payments.

The interest rate swap is a derivative financial instrument that has been designated and qualifies as a cash flow hedge. The changes in the fair values of the cash flow hedge are recorded in accumulated other comprehensive loss (“AOCL”) and are reclassified into the line item in our unaudited Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings. The changes in the fair values of hedges that are determined to be ineffective are immediately reclassified from AOCL into earnings. During the three months ended March 31, 2025, the new interest rate swap resulted in a loss of $0.1 million recognized in other comprehensive income ("OCI"), respectively. Gains of $0.1 million were recognized in income through interest expense and reclassified from OCI during the same periods.

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 As of March 31, 2025 | December 31, 2024 | (Loss) Gain Recognized in AOCL Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 |
| --- | ---: | ---: | ---: | ---: |
| Cross-currency rate swaps | €238.8 | €238.8 | $(9.4) | $6.2 |
| **Total** | **€238.8** | **€238.8** | **$(9.4)** | **$6.2** |

For more discussion of the hedges of net investments, see Note 15, *Fair Value Measurement,* and Note 16, *Derivatives and Hedging*, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-Q.

### Cash flows

### For the Three Months Ended March 31, 2025 and for the Three Months Ended March 31, 2024

*Unaudited*

*(In millions)*

|  | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $35.6 | $6.0 |
| Net cash used in investing activities | $(7.6) | $(12.9) |
| Net cash (used in) provided by financing activities | $(21.2) | $0.2 |

#### Net Cash Provided by Operating Activities

Net cash provided by operating activities was $35.6 million for the three months ended March 31, 2025 as compared to net cash provided by operating activities of $6.0 million for the three months ended March 31, 2024, representing an increase of $29.6 million. The change is primarily due to a decrease in net loss of $26.9 million, an increase of operating cash from net working capital of $16.3 million (primarily due to increased collections from accounts receivable and costs in excess of billings), a decrease of $5.1 million in depreciation and amortization, and a decrease of $5.7 million in the change in fair value of warrant liabilities (which were all redeemed in the second quarter of the year ended December 31, 2024).

#### Net Cash Used in Investing Activities

Net cash used in investing activities was $7.6 million for the three months ended March 31, 2025 versus $12.9 million for the three months ended March 31, 2024 representing a change of $5.3 million. The decrease in net cash used was driven primarily by a $4.3 million decrease in purchases of property, plant, equipment and badges.

#### Net Cash (Used in) Provided by Financing Activities

Net cash used in financing activities was $21.2 million during the three months ended March 31, 2025 versus cash provided by financing activities of $0.2 million during the three months ended March 31, 2024. The decrease of $21.4 million period over period primarily relates to the $18.6 million of gross proceeds used to purchase treasury stock and stock repurchased to satisfy tax withholding for vesting restricted stock units of approximately $1.9 million in the prior 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 three months ended March 31, 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.

## Market risk

As filed, 268 characters.

### Quantitative and Qualitative Disclosures about Market Risk

We have no material changes to the disclosures on this matter for the three months ended March 31, 2025 than from the disclosures made in our Annual Report on Form 10-K for the year ended December 31, 2024.

## Controls and procedures

As filed, 1,991 characters.

### Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that material information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2025, our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d-15(e) under the Exchange Act) were effective.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgement in evaluating the cost-benefit relationship of possible controls and procedures.

### Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 3,371 characters.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors", in our Annual Report on Form 10-K for the year ended December 31, 2024, as further updated and supplemented below, which could materially affect our business, results of operations, and financial conditions. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, could also materially adversely affect our business, financial condition or future results.

***The Company's operating results may be impacted by the effects of, and changes in, worldwide economic conditions, international trade, tariffs and retaliatory countermeasures, export controls and other trade barriers, global trade wars or domestic preferences which could increase our costs and materially and adversely affect our business, results of operations and financial condition.*** Our global business, operations, and the execution of our business strategies and plans are subject to global competition and economic and geopolitical risks that are beyond our control, such as, among other things, tariffs and retaliatory countermeasures, trade barriers and other governmental protectionist measures impacting international trade agreements or imposing trade restrictions, any of which can negatively affect us.

The global economy has been impacted by geopolitical tensions. There is currently significant uncertainty about future trade relationships between the United States and various other countries, most significantly Russia, Canada, Mexico, China and the EU. Further escalation of specific trade tensions, including those between the U.S. and China, or more broadly in global trade conflicts, could materially and adversely affect the Company's business and operations. The U.S. government and other governments have imposed export controls and tariffs on certain products and certain components that we import into, and export out of, the United States, and we, our customers, suppliers, and partners may become subject to additional tariffs and export controls and our products and services may be subject to increased competition outside of the United States. In addition, geopolitical tensions could result in, among other things, cyberattacks, supply chain disruptions, higher energy and other commodity costs, lower demand, changes to foreign exchange rates and financial markets. Additional tariffs and trade restrictions may result in increased manufacturing costs and product pricing, further supply chain disruptions, limit access to end markets and lower profitability. We also generate a significant amount of our revenue outside of the United States which may be adversely affected by tariffs and trade controls imposed by other countries. Revenue generated from outside of North America accounted for approximately 37% of our net sales for the year ended December 31, 2024, and international sales are expected to remain a material percentage of our total revenue in future periods. If we are not successful in offsetting the impact of tariffs, export controls, trade barriers, and other geopolitical disruptions, our business revenue, gross margins, results of operations and financial condition may be adversely affected.

Filed Apr 30, 2025.
Source: SEC EDGAR, the filing index for accession 0001628280-25-021106. Last ingested by Listed: Oct 27, 2026, 16:16 ET. No prices; not investment advice.