Mirion Technologies, Inc. · NYSE:MIR
Mirion Technologies — GS Acquisition Holdings Corp II — SPAC Merger (October 2021)
67 slides from Mirion Technologies's SPAC merger presentation, Oct 15, 2021
Slide 1: October 2021 Investor Presentation
October 2021 Investor Presentation
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 Larry Kingsley Former CEO of Pall / IDEX Expected to become Chairman of the Board of Mirion Renowned diversified industrial executive Served as Chairman and CEO of Pall Corporation and as Chairman, President and CEO of IDEX Corporation Held various positions at Danaher Corporation
Slide 5: Best-in-Class Sponsorship and Full Alignment of Interests
Management & Charterhouse Capital2 $5mm Investment Larry Kingsley Best-in-Class Sponsorship Goldman Sachs Permanent Capital Strategies Source: Company filings, Bloomberg Note: Total shareholder return (TSR) during Larry Kingsley’s tenure at IDEX calculated from 01-Aug-2004 to 31-Dec-2011, when Larry
Slide 6: Why We Believe Mirion is a Good Investment
Why We Believe Mirion is a Good Investment The global leader in ionizing radiation detection and measurement technologies History of innovation, market outgrowth and successful M&A Large, attractive and diverse TAM with multiple paths to expand Increasing exposure to the secularly growing medical se
Slide 7: Transaction Overview
Note: Assumes no redemptions by public shareholders in connection with the transaction. 1 Reflects enterprise value at listing at valuation of $10.00 / share. 2 Goldman Sachs has syndicated its full portion of the PIPE commitment, including to certain of its employees and Private Wealth clients. Cer
Slide 8: Company Overview
MIRION TECHNOLOGIES MIRION osimesy si John Smith | Radiology acct # 123456 wear# 123456 aus |. Company Overview (
Slide 9: Mirion – The Global Leader in Ionizing Radiation Detection and Measurement
Note: For a reconciliation of Adjusted Revenue and Adjusted EBITDA to the most directly comparable GAAP measures, please see the Non-GAAP Reconciliation section of this presentation. 1 Based on FY2021 pro forma adjusted revenue. 2 Represents CY2020 to CY2026. 3 Defined as sales with a defined custom
Slide 10: Overview of Mirion Offerings
Source: Mirion data, Global Consulting Firm. 1 Other end markets not shown include D&D outside of NPP, Commercial, Industrial and Environmental sectors, and represent ~10% of FY’21 PF Adj. Revenue. Overview of Mirion Offerings Nuclear Power Products & Services | Labs & Research | Civil / Defense Lab
Slide 11: Overview of Mirion Offerings (Continued)
Source: Mirion data, Global Consulting Firm 1 Machine / linear accelerators (linac) deliver external radiation to tumor. 2 Phantoms are patient surrogate objects and are also provided for non-RT Diagnostic (DX) imaging modalities including CT scans, Ultrasound, Mammography, magnetic resonance imagin
Slide 12: Mirion's Products
Mirion’s Products Comprehensive Portfolio of Ionizing Radiation Detection and Measurement Technologies Note: Pro forma adjusted revenue and margin are based on FY2021. Percentages may not sum to 100% due to rounding. 1 Excludes corporate costs. 2 Represents PF FY2021-23 CAGR. 3 Based on FY2021 pro f
Slide 13: Mirion is a Resilient Performer
2015 Mini-Recession +7% | +7% Global Financial Crisis +10% | +11% COVID-19 +4% | +6% Period CAGR: Organic | Total Source: Management estimates. 1 FY2005 – FY2018 reflects management Adjusted Revenue and EBITDA estimates excluding impacts of FX. FY2019 – FY2022 reflects Pro Forma Adjusted Revenue and
Slide 14: Key Investment Highlights
II. Key Investment Highlights
Slide 15: Key Investment Highlights
Key Investment Highlights Large, stable and growing end markets Leading competitive position and longstanding customer relationships Growth profile augmented by attractive M&A pipeline Multiple paths for continued outperformance Best-in-class management team 1 6 5 4 2 Strong, resilient business mode
Slide 16: Large, Stable and Growing Markets
Source: Management estimates, Global Consulting Firm 1 Market size represents CY2026 market size in $ billions. 2 Represents CY2020 to CY2026. 3 Based on PF FY2021. Note: “Nuclear” market defined as products / services to 1) the installed base, 2) decommissioning & decontamination and 3) new build s
Slide 17: A Leading Global Position in Served Markets
Estimated Share End Market Regional Players and Product Specialists1 Medical üüü ü üü ü Labs üüü ü üüü ü Defense / Civil üü üüü ü ü ü Nuclear üüü ü ü ü üü ’21 Adj. Revenue $686mm2 ~$140 to $180mm ~$135 to $170mm ~$180 to $200mm ~$90 to $100mm ~$5 to $100mm ‘21 Adj. EBITDA3 ~25% 30 – 34% 28 – 32% 22
Slide 18: Long-Standing Customer Relationships
Source: Management estimates Note: Reflects FY2021 Adjusted Revenue. For a reconciliation of Adjusted Revenue to the most directly comparable GAAP measure, please see the Non-GAAP Reconciliation section of this presentation. … with Long-Standing Customer Relationships Average Tenure and Breadth of R
Slide 19: Strong, Resilient Business Model
Other Projects Majority of project revenues for next 5 years already in backlog Mirion uniquely positioned to benefit from nuclear power plant new build projects given its incumbency / market leading position Recurring Services Service contracts are typically 1-5 years Driven by product criticality,
Slide 20: Strong Organic Growth Augmented by Continued M&A
Market Growth Underpinned by Backlog Share gains through existing, differentiated positions Share gains through New Product Development Strong Organic Growth Augmented by Continued M&A 5-6% organic revenue growth outlook supported by leading market positions and attractive industry dynamics. Robust
Slide 21: M&A Targets and Strategic Benefits
M&A Target Strategic Benefits Creates only radiation measurement scale player across all end markets; significant cost synergies Establishes initial European footprint for dosimetry services. Allows Instadose expansion in Europe Expands medical product offerings in nuclear medicine Complements radia
Slide 22: Multiple Paths to Outgrow the Market
Organic Outgrowth Drivers Inorganic Value Creation Opportunities: Multiple Paths to Outgrow the Market Improved focus on strategic pricing Refocused R&D and accelerated NPI rate Software growth and deployed sensor digitalization Improved mix with Medical at ~33% with plans to be >50% within three ye
Slide 23: Multiple Paths for Margin Expansion and High FCF
Margin Expansion Strong Free Cash Flow Opportunities: Multiple Paths for Continued Margin Expansion and High FCF Portfolio: margin accretive growth in medical, dosimetry services and software 50-60% contribution margins Efficiencies in R&D and product management Pricing and commercial excellence Sup
Slide 24: Management Team With a Track Record of Proven Performance
Sun Nuclear Capintec / Biodex DSD1 DMD – Americas2 DMD – EMEA & Asia2 RMSD3 SSD4 27 Years Experience 22 Years Experience 27 Years Experience 20 Years Experience 40 Years Experience 22 Years Experience 36 Years Experience Management Team With a Track Record of Proven Performance Long Tenured Founder
Slide 25: Financial Overview
Goldman: Sachs MIRION aa TECHNOLOGIES Ill. Financial Overview 4
Slide 26: Summary Pro Forma Historical & Projected Financials
Note: Assumes constant FX. Fiscal year ended June 30. 2018-2021 shown pro forma for acquisitions. For a reconciliation of Adjusted Revenue, Adjusted EBITDA and Cash Conversion to the most directly comparable GAAP measures, please see the Non-GAAP Reconciliation section of this presentation. 1 Repres
Slide 27: Financial Summary – Free Cash Flow
Low CapEx needs Maintenance CapEx of ~1.5% of sales DSD badges for dosimetry business Cash interest rate is assumed to be L+300 – 350 Optimization of current tax structure Working capital optimization continuing Note: FY ends June 30. Illustrative interest rate subject to change depending on market
Slide 28: We Believe Valuation is Attractive
Attractive valuation and significant discount to peers Experienced management team with a strong track record of execution Potential for additional value creation driven by: Organic and inorganic growth Continued margin expansion Focus on free cash flow Source: Mirion data from management estimates.
Slide 29: Supported by Strong Adjusted EBITDA Growth Potential
Supported by Strong Adjusted EBITDA Growth Potential Source: Mirion data from management estimates. Peers data represents IBES median estimates as of 21-Sep-2021 except Teledyne and FLIR, which reflect 14-Apr-2021 (before close of FLIR acquisition). Note: For a reconciliation of Adjusted Revenue and
Slide 30: Organic Growth Benchmarking
Organic Growth Benchmarking Mirion Compares Favorably to Most Peers Source: Mirion data from management estimates. Peers data represent IBES median estimates and Wall Street research. Bloomberg market data as of 11-Jun-2021. Note: Badger Meter excluded due to lacking estimate. FLIR shown as estimate
Slide 31: Appendix
Goldman Sachs MIRION TECHNOLOGIES Appendix (
Slide 32: Transaction Overview and Structure
Note: GSAH II promote shares held by the Sponsor will be deferred with 1/3rd vesting at $12.00/share, 1/3rd vesting at $14.00/share, and 1/3rd vesting at $16.00/share, and will be forfeited after five years if targets are not met. The Sponsor may vote the promote shares while unvested with dividends
Slide 33: Transaction Timeline
Transaction Timeline Timeline Event June 2021 Transaction Agreement Executed Obtain Debt Financing Commitments Transaction Announced Form S-4 Registration Statement Filed with the SEC Q4 CY2021 Mail Final Proxy Materials to Shareholders Obtained Required Regulatory Approvals September 23, 2021 Recor
Slide 34: Optimized Capital Structure
Transaction allows Mirion to optimize capital structure following 15+ years under private equity ownership Assumes partial use of PIPE proceeds and SPAC cash in trust to repay outstanding debt Assumes new debt in a term loan (L+2.75%); replaces undrawn RCF for ongoing liquidity purposes Company secu
Slide 35: Larry Kingsley Biography
~60 %pt outperformance during tenure Larry Kingsley is a renowned and highly experienced executive with successful track record of value creation Strong culture of mentorship among successors and other corporate executives, including at IDEX and Berkshire Partners Has served as independent Non-Execu
Slide 36: Thomas Logan Biography
Thomas Logan is the founding Chairman and Chief Executive Officer of Mirion Technologies, where he is responsible for all aspects of the company's operations Previously, Mr. Logan served as CEO for Global Dosimetry Solutions, where he led revenue growth of more than 50% and doubled earnings during h
Slide 37: Mirion's History and Business Profile
Source: Management estimates, Global Consulting Firm Note: Fiscal year end June 30. 1 Backlog growth shown FY2019 to FY2020 and is pro forma for Sun Nuclear. 2 FY2021 revenue is pro forma for acquisitions. Mirion’s History Business Profile Mirion formed through merger of synOdys, Global Dosimetry So
Slide 38: Mirion Key Metrics
4-6% Market Growth1 $4B Core Market3 ~25% Pro Forma Adj. EBITDA Margin4 5-7%+ Organic Growth2 $17B Total Addressable Market3 70%+ Recurring Revenue5 10%+ Growth with Acquisitions #1 Position in 14 of 17 Categories ~95% Cash Conversion6 8 Acquisitions in 2019 and 2020 20-50 Years Customer Relationshi
Slide 39: Non-GAAP Reconciliation
Goldman: Sachs MIRION a TECHNOLOGIES ha Non-GAAP Reconciliation 4
Slide 40: Non-GAAP Reconciliation: Adjusted Revenue
Source: Mirion management Note: Financials do not reflect potential purchase accounting adjustments that may be required as a result of the SPAC transaction. 1 Includes NRG, Capintec, AWST, Biodex, Dosimetrics, and Sun Nuclear acquisitions. 2 Includes Premium Analyse and Selmic acquisitions. Non-GAA
Slide 41: Non-GAAP Reconciliation: Adjusted Revenue and Organic Growth
Source: Mirion management Note: Financials do not reflect potential purchase accounting adjustments that may be required as a result of the SPAC transaction. Current year revenues restated at prior year’s FX rates. Non-GAAP Reconciliation Adjusted Revenue and Organic Growth | June 30 FYE
Slide 42: Non-GAAP Reconciliation: Adjusted EBITDA
Source: Mirion management 1 Historical Net Interest Expense includes sizable non-cash interest expense related to PIK interest payable to previous owner. 2 Includes NRG, Capintec, AWST, Biodex, Dosimetrics, and Sun Nuclear acquisitions. 3 Includes Premium Analyse and Selmic acquisitions. Non-GAAP Re
Slide 43: Non-GAAP Reconciliation: ROIC & Free Cash Flow Conversion
Source: Management estimates Non-GAAP Reconciliation Return on Invested Capital & Free Cash Flow Conversion PF FY2021 ROIC FCF Conversion
Slide 44: Nuclear Market Overview
Goldman: Sachs MIRION Pal TECHNOLOGIES hd Nuclear Market Overview 4
Slide 45: Nuclear Market – Build-up of Growth
Source: Management estimates, Global Consulting Firm 1 Represents CY2020 to CY2026. 2 Represents blended market growth rate. Nuclear Market – Build-up of Growth Strong New Build and D&D Activity Driving Growth Despite Stable Installed Base End Market Forecasted Market Growth Rate1 Key Growth Drivers
Slide 46: Installed Base – New Builds Offsetting Plant Shutdowns
Source: International Energy Agency (World Energy Outlook 2020), Global Consulting Firm, Management estimates Flattish Installed Base - New Builds Offsetting Plant Shutdowns Electricity Generation by Source (%) Nuclear – Electricity Generation (TWh) NPP in Operations (#) Mirion NPP Revenue Drivers O
Slide 47: D&D Market Expected to Grow
Source: Global Consulting Firm Note: Includes plants shutdown during last 10 years. 1 Low 2017 market size due to only 5 shutdowns in the last five years. D&D Market Expected to Grow +3% to +8% 2 Number of Plants in Decontamination & Decommissioning D&D Market Development ($mm) USA with largest amou
Slide 48: New Build Market Driven by Announced Projects
Source: Management estimates, Global Consulting Firm New Build Market Driven by Announced Projects 3 Strong New Build Activity Supported by Large Backlog Acceleration in New Build Activity Mirion New Build Revenues Mirion is well positioned in all reactor types and enjoys strong long-term relationsh
Slide 49: History & Outlook for Nuclear Power Plants
Source: World Nuclear Association, Global Consulting Firm, IEA 1 IEA World Energy Outlook 2018 History & Outlook for Nuclear Power Plants Geopolitical Dynamics Carbon emissions: Initiatives to reduce carbon emissions and contributions of fossil fuels to fight climate change Energy independence: Nati
Slide 50: Lifecycle of a Nuclear Power Plant
Source: Market participant interviews; Global Consulting Firm Lifecycle of a Nuclear Power Plant 5 6 7 Mirion products installed during construction are essential to the safe & effective operation of plants Over 8+ categories of products sold include: Surveillance & imaging systems Electrical penetr
Slide 51: Mirion Equipment Involved Throughout Nuclear Plant Life Cycle
1 Represents a typical 80-year NPP life cycle of a 3rd generation Westinghouse AP1000 design, ranging from pre-construction through decommissioning; chart is meant to provide insight into general scale and timing of expected revenue during lifetime of a reactor. Mirion Equipment is Integrally Involv
Slide 52: The Case for Nuclear Power
The Case for Nuclear Power Nuclear Expected to Have Low Cost of Operation vs. Other Sources NPPs have high capex to build but relatively low cost to operate (lowest LCOE vs dispatchable electricity sources) Renewables remain an inadequate substitute for baseload power Intermittent / typically only p
Slide 53: Upside from Growth in Small Modular Reactors
Small Modular Reactors (SMRs) offer a solution to the cost overruns, construction delays and safety concerns that have impacted traditional NPPs Standardized designs constructed with pre-fabricated modules that are transported by truck or rail to installation site Produces up to 300MW per module ver
Slide 54: Medical Market Overview
Goldman: Sachs MIRION a TECHNOLOGIES ha Medical Market Overview 4
Slide 55: Medical Market – Build-up of Growth
Source: Management estimates, Global Consulting Firm 1 Represents CY2020 to CY2026. 2 Represents blended market growth rate. Medical Market – Build-up of Growth End Market Forecasted Market Growth Rate1 Key Growth Drivers Radiation Therapy Quality Assurance 6 - 8% Global radiotherapy market growth d
Slide 56: Supportive Medical Industry Fundamentals
Source: Mirion, Technavio, United Nations Supportive Medical Industry Fundamentals Global Population Forecast Number of Persons Aged 60 Years or Over by Development Group Large Global Market Market is large, technologically fragmented and consists of many sub-markets/niches Market is global as medic
Slide 57: Radiation Therapy Market Overview
Growing awareness about the benefits of RT for cancer treatment In U.S., 3.05M patients received radiation therapy in 2016, which is expected to increase by ~37% reaching 4.17M by 2040 Increased cancer patient population Global number of new cancer cases is expected to rise by about 70% over the nex
Slide 58: Radiation Therapy QA Software Market
Key Drivers 2019 Global SW Market Size Estimate 2024 Global SW Market Size Estimate Global LINAC install base ~14k LINACs Global LINAC install base ~16.5k LINACs LINAC base: Growing ~3% globally; flat to slight growth in US, EU; some geographies growing faster (e.g., China ~7%) Global software adopt
Slide 59: Dosimetry Market Overview
Source: Market participant interviews, National Cancer Institute, Market Reports, US Bureau of Labor Statistics, EU Census, Global Consulting Firm Dosimetry Market Overview Market Dynamics Number of Procedures Requiring Dosimetry to Remain Flat Healthcare Industry and Oncology Expected to Grow at 1–
Slide 60: Nuclear Medicine Market Overview
Diagnosis Equipment Dose Storage and Measurement SPECT Thyroid Uptake Systems Patient Dosing Source: Global Consulting Firm Nuclear Medicine Market Overview Overview Market Drivers Select Market Players Nuclear medicine is a fast growing and highly attractive market with stable demand and high barri
Slide 61: Space & Big Science Overview
MIRION TECHNOLOGIES ha Space & Big Science Overview 4
Slide 62: Space and Big Science Offerings
Space and “Big Science” Offerings Leverage Mirion’s Unique Cutting-Edge Technology The extreme levels of sensitivity required in space experiments force Mirion to devise new detection technologies and processes to support the mission, which are then applied to other product lines Mirion products are
Slide 63: Additional Financial Disclosures
Additional Financial Disclosures
Slide 64: Summary Consolidated Statements of Operations & Comprehensive Loss
Summary Consolidated Statements of Operations & Comprehensive Loss Source: Audited Mirion financials
Slide 65: Summary Consolidated Balance Sheets
Summary Consolidated Balance Sheets Source: Audited Mirion financials
Slide 66: Summary Consolidated Statements of Cash Flows
Summary Consolidated Statements of Cash Flows Source: Audited Mirion financials
Slide 67: Pro Forma Ownership Notes
Note: For details on transaction overview and structure, please see pages 7 and 32 in this presentation. Assumes no GSAH II redemptions. GS intends to allocate ~40% of Founder Shares to Larry Kingsley and members of management. Warrant dilution calculated using Treasury Stock Method. 1 GSAH II promo
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