Mirion Technologies, Inc. · NYSE:MIR
Mirion Technologies — SPAC Merger (June 2021)
30 slides from Mirion Technologies's SPAC merger presentation, Jun 17, 2021
Slide 1: Announcement Call Presentation June 2021
Announcement Call Presentation June 2021
Slide 2: Disclaimer
Disclaimer This investor presentation (the “presentation”) is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of GS Acquisition Holdings Corp II (“GSAH”) or Mi
Slide 3: Disclaimer
Disclaimer Industry and Market Data In this presentation, we rely on and refer to information and statistics regarding market participants in the sectors in which Mirion competes and other industry data. We obtained this information and statistics from third-party sources, including reports by marke
Slide 4: Today's Presenters
Today’s Presenters Thomas Logan Brian Schopfer Larry Kingsley Tom Knott Founder and CEO of Mirion Chief Financial Officer of Mirion Former CEO of Pall / IDEX Chief Executive Officer of GSAH II Will remain as Chief Executive Officer Will remain as Chief Financial Officer Expected to become Executive
Slide 5: Why We Believe Mirion is a Good Investment
Why We Believe Mirion is a Good Investment WELL POSITIONED UPSIDE POTENTIAL COMPELLING RISK REWARD Great Position in Good Industries Significant Upside in Growth and Margins Multiple Levers to Create Value The global leader in ionizing radiation Solid short and long-term organic growth Well-structur
Slide 6: Mirion: The Global Leader in Ionizing Radiation Detection and Measurement Technologies
Mirion The Global Leader in Ionizing Radiation Detection and Measurement Technologies Driving further growth by expanding into attractive medical markets with heightened growth opportunities Adj. Revenue Adj. EBITDA Margin Employees Customers End Market Growth Global Reach $689mm1 ~25%1 2,500+ 50+ y
Slide 7: Overview of Mirion Offerings
Overview of Mirion Offerings Nuclear Power Products & Services | Labs & Research | Civil / Defense Nuclear Power Products & Services (39% of FY2020 Adj. Revenue) Decommissioning & Construction Operation Decontamination Typical Mirion Sales 10+ years Cameras to support 3-5 years Passive & active 40-8
Slide 8: Overview of Mirion Offerings (Continued)
Overview of Mirion Offerings (Continued) Nuclear Medicine & Dosimetry Nuclear Medicine & Dosimetry (33% of FY2020 Adj. Revenue) Radiation Therapy Hardware Radiation Therapy Software Radiation Therapy Alignment & Phantoms Software platform for Arrays for Water tank for Lasers to align linac1 to centr
Slide 9: Mirion is a Resilient Performer
Mirion is a Resilient Performer End Market Mix Has Diversified Over Time Long-Term Topline and Profitability Performance Trend1 +4% 2005-2021 Organic CAGR Period Global Financial Crisis 2015 Mini-Recession COVID-19 CAGR: +10% | +11% +7% | +7% +4% | +6% Organic | Total $723 $651 $689 $627 3 $455 $450
Slide 10: Key Investment Highlights
Key Investment Highlights 1 Large, stable and growing end markets 2 Leading competitive position and longstanding customer relationships 3 Strong, resilient business model with strong organic growth 4 Growth profile augmented by attractive M&A pipeline 5 Multiple paths for continued outperformance 6
Slide 11: Large, Stable and Growing Markets
Large, Stable and Growing Markets Attractive and Diverse End Markets Market Forecasted % of End Market Key Growth Drivers Size1 Growth Rate2 Sales3 Medical ~$1.4 5—7% 33% Increased global regulatory standards and strong emerging market growth Increased focus on healthcare personal safety Medical/Lab
Slide 12: A Leading Global Position in Served Markets
A Leading Global Position in Served Markets Focus is a Competitive Advantage Estimated Share High Low Regional Players and Product End Market Specialists1 Medical Labs Defense / Civil Nuclear ’21E Revenue $689mm2 ~$140 to $180mm ~$135 to $170mm ~$180 to $200mm ~$90 to $100mm ~$5 to $100mm ‘21E Adj.
Slide 13: High Recurring Revenue Mix
High Recurring Revenue Mix Resilient in Economic Downturns Over 70% of Revenue Is Generated from Replacement, Maintenance or Recurring Service Revenue Mix by Recurrence Other Replacement & Maintenance Civil, defense and research spending is relatively 16% Medical / Labs less volatile with most sales
Slide 14: Long-Standing Customer Relationships
Long-Standing Customer Relationships Average Tenure and Breadth of Relationships Evidence Mirion’s Leading Position Overview Long Standing Relationships with Our Customers Highly diversified customer base with the top 5 customers representing 21% of total sales in FY 2020 Labs Customers span a wide
Slide 15: Opportunities: Multiple Paths to Outgrow the Market
Opportunities: Multiple Paths to Outgrow the Market Organic Outgrowth Drivers Inorganic Value Creation · Improved focus on strategic pricing· Significant opportunity for bolt-on M&A · Refocused R&D and accelerated NPI rate High technological leverage spanning vertical markets · Software growth and d
Slide 16: Opportunities: Multiple Paths for Continued Margin Expansion and High FCF
Opportunities: Multiple Paths for Continued Margin Expansion and High FCF Margin Expansion Strong Free Cash Flow · Portfolio: margin accretive growth in medical, dosimetry · Improved balance sheet (post-close net leverage at ~3x) services and software · Growth and margin expansion · 50-60% contribut
Slide 17: Summary Pro Forma Historical & Projected Financials
Summary Pro Forma Historical & Projected Financials Attractive Growth Profile | June 30 FYE Historical & Projected Adj. Revenue ($mm) & % Growth Historical & Projected Adj. EBITDA ($mm) & % Margin $ 214.6 $ 188.2 $ 173.6 $ 722.6 $ 761.9 $ 205.1 $ 650.5 $ 688.7 $ 172.4 $ 178.7 $ 609.1 $ 626.9 $ 131.1
Slide 18: Appropriate Capital Structure at Close
Appropriate Capital Structure at Close Provides Increased Flexibility with Opportunities for Further Improvement Illustrative Pro Forma Capitalization¹ Net Leverage Based on FY2021E Adjusted EBITDA Actual Pro Forma US$ in Millions (31-Dec-2020) (30-Jun-2021E) Cash $ 107 $ 50 4.8 x Debt Interest Rate
Slide 19: We Believe Valuation is Attractive
We Believe Valuation is Attractive CY2021 EV / Adj. EBITDA Attractive valuation and significant 31.2 x 30.9 x Median: 25.1 x discount to peers 26.9 x 26.5 x 23.6 x 23.2 x 23.0 x 19.0 x 15.2 x Experienced management team CY2022 EV / Adj. EBITDA with a strong track record of execution 29.0 x Median: 2
Slide 20: Why We Believe Mirion is a Good Investment
Why We Believe Mirion is a Good Investment WELL POSITIONED UPSIDE POTENTIAL COMPELLING RISK REWARD Great Position in Good Industries Significant Upside in Growth and Margins Multiple Levers to Create Value The global leader in ionizing radiation Solid short and long-term organic growth Well-structur
Slide 21: Additional Financial Information
Additional Financial Information
Slide 22: Transaction Overview
Transaction Overview Summary of Proposed Terms of Transaction and Timing GS Acquisition Holdings Corp II (“GSAH II”) proposes to enter into a business combination with the ultimate parent company of Mirion Technologies, Inc. Transaction Following the business combination, GSAH II will be renamed Mir
Slide 23: Proposed Transaction Terms
Proposed Transaction Terms Transaction Overview & Valuation Sources ($mm) Uses ($mm) SPAC Cash in Trust $750 Cash to Existing Shareholders $1,310 PIPE Capital 900 Debt Paydown² 912 Debt Financing¹ 570 Estimated Transaction Costs 60 Cash on Balance Sheet² 112 Cash to Balance Sheet 50 Total $2,332 Tot
Slide 24: Non-GAAP Reconciliation: Adjusted Revenue
Non-GAAP Reconciliation Adjusted Revenue | June 30 FYE ($ in millions) FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 Revenue (GAAP, as reported) $ 444.1 $ 440.1 $ 478.1 $ 616.6 $ 715.8 $ 761.9 (+) Deferred Revenue Purchase Accounting Adjustments 0.6—0.2 8.0 6.8 -(+) Pro Forma Adjustments from Acquisitio
Slide 25: Non-GAAP Reconciliation: Adjusted EBITDA
Non-GAAP Reconciliation Adjusted EBITDA | June 30 FYE ($ in millions) FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 Net Income (GAAP, as reported) $(103.4) $(122.0) $(119.1) $(146.9) $ 37.0 $ 82.7 Minority Interest (0.3) (0.0) 0.0 (0.0) —Income Taxes (36.8) (4.2) (5.5) (10.3) 13.0 29.1 Other (Income) /
Slide 26: Non-GAAP Reconciliation: Free Cash Flow Conversion
Non-GAAP Reconciliation Free Cash Flow Conversion ($ in millions) FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 Adjusted EBITDA $ 103.0 $ 111.3 $ 114.6 $ 151.5 $ 178.7 $ 205.1 (-) Maintenance CapEx (4.9) (4.9) (7.6) (6.5) (10.3) (9.4) Adj. EBITDA Less $ 98.1 $ 106.3 $ 107.0 $ 145.0 $ 168.4 $ 195.7 Maint
Slide 27: Risk Factors
Risk Factors Risks Related to Our Business and Industry Risks Related to Our Business Operations Our global operations expose us to risks associated with public health crises and epidemics/pandemics, such as We operate as an entrepreneurial, decentralized company, which presents both benefits and ce
Slide 28: Risk Factors: Business Operations and Legal and Regulatory Risks
Risk Factors Risks Related to Our Business Operations (Cont’d.) Legal and Regulatory Risks (Cont’d.) Failure to secure and protect our trade secrets or other confidential or proprietary information from disclosure or Legal, political and economic uncertainty surrounding the exit of the United Kingdo
Slide 29: Risk Factors: Legal and Regulatory, Liquidity and Capital Resources
Risk Factors Legal and Regulatory Risks (Cont’d.) Risks Related to Our Liquidity and Capital Resources Some of our workforce is represented by labor unions in the United States and by works councils and trade unions in If we cannot generate sufficient operating cash flow and obtain external financin
Slide 30: Risk Factors: Liquidity and Capital Resources (Cont'd.)
Risk Factors Risks Related to Our Liquidity and Capital Resources (Cont’d.) Upon consummation of the Business Combination, our parent company will be a holding company, its principal asset will be its ownership interest in Mirion Technologies (Topco), Ltd, and it will accordingly be dependent upon d