Mirion Technologies Inc
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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FY2023 · Filed Feb 28, 2024
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ITEM 16. FORM 10-K SUMMARY
None.
Schedule I - Condensed Financial Information of the Registrant
Successor Period:
Mirion Technologies, Inc. has no material assets or standalone operations other than its ownership in its consolidated subsidiaries. There are restrictions under credit agreements governing the 2021 Credit Agreement, described in Note 9, Borrowings, on the Company’s ability to obtain funds from any of its subsidiaries through dividends. Accordingly, the following condensed financial information is presented on a “Parent-only” basis in which Mirion Technologies, Inc.’s investments in its consolidated subsidiaries are presented under the equity method of accounting.
MIRION TECHNOLOGIES, INC.
CONDENSED BALANCE SHEET
| Successor | ||
|---|---|---|
| December 31,2023 | December 31,2022 | |
| Assets: | ||
| Investments in Sub | $1,604.4 | $1,496.8 |
| Total Assets | 1,604.4 | 1,496.8 |
| Liabilities and Stockholders’ Equity: | ||
| Warrant liabilities | 55.3 | 30.5 |
| Deferred income taxes and other liabilities | (0.9) | (0.9) |
| Total Liabilities | 54.4 | 29.6 |
| Treasury Stock | (1.3) | — |
| Additional paid-in capital | 2,056.5 | 1,882.4 |
| Accumulated deficit | (505.4) | (408.5) |
| Accumulated Other Comprehensive Loss | (65.3) | (75.7) |
| Mirion Technologies, Inc. (Successor) stockholders’ equity | 1,484.5 | 1,398.2 |
| Noncontrolling interests | 65.5 | 69.0 |
| Total Stockholders’ Equity | 1,550.0 | 1,467.2 |
| Total Liabilities and Stockholders’ Equity | 1,604.4 | 1,496.8 |
MIRION TECHNOLOGIES, INC.
CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS INCOME
| Successor | |||
|---|---|---|---|
| December 31,2023 | December 31,2022 | From October 20, 2021 through December 31, 2021 | |
| Selling, general and administrative | $22.5 | $31.2 | $5.3 |
| Total operating expenses | 22.5 | 31.2 | 5.3 |
| Income from operations | (22.5) | (31.2) | (5.3) |
| Change in fair value of warrant liabilities | 24.8 | (37.6) | (1.2) |
| Equity in net loss of subsidiaries | 51.1 | 294.8 | 19.9 |
| Other expense | 0.3 | — | — |
| Loss before benefit from income taxes | (98.7) | (288.4) | (24.0) |
| Benefit from income taxes | — | — | (1.0) |
| Net loss | (98.7) | (288.4) | (23.0) |
| Loss attributable to noncontrolling interests | (1.8) | (11.5) | (0.8) |
| Net loss attributable to Mirion Technologies, Inc. stockholders | (96.9) | (276.9) | (22.2) |
| Foreign currency translation, net of tax | (0.3) | 4.9 | (20.5) |
| Unrecognized actuarial gain (loss) and prior service benefit, net of tax | — | 2.0 | (0.2) |
| Other comprehensive loss (income), net of tax | (0.3) | 2.9 | (20.7) |
| Comprehensive loss attributable to Mirion Technologies, Inc. stockholders | $(97.2) | $(274.0) | $(42.9) |
| Loss per share—basic and diluted | $(0.49) | $(1.53) | $(0.12) |
| Weighted average number of shares outstanding—basic and diluted | 196.369 | 181.149 | 180.773 |
A statement of cash flows has not been presented as the Mirion Technologies, Inc. parent company didnot have any cash as of, or at any point in time during, the years ended December 31, 2023 or December 31, 2022, or from October 20, 2021 through December 31, 2021.
Note to Condensed Financial Statements of Registrant (Parent Company Only)
These condensed parent company-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of Mirion. (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed the specified threshold amount of the consolidated net assets of the Company. Because we have a consolidated accumulated deficit, the 25% threshold described in Rule 4-08 does not apply and any restrictions of net assets at our subsidiaries trigger the requirement to present parent company-only financial information. The ability of Mirion’s operating subsidiaries to pay dividends may be restricted due to the terms of the subsidiaries’ outstanding term loan and revolving credit facility borrowings as described in Note 9, Borrowings, to the audited consolidated financial statements.
These condensed parent company-only financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements, with the only exception being that the parent company accounts for its subsidiaries using the equity method. These condensed parent company-only financial statements should be read in conjunction with the consolidated financial statements and related notes.
Predecessor Period:
Mirion Technologies (TopCo), Ltd. has no material assets or standalone operations other than its ownership in its consolidated subsidiaries. There are restrictions under credit agreements governing the 2019 Credit Facility, described in Note 9, Borrowings, on the Company’s ability to obtain funds from any of its subsidiaries through dividends. Accordingly, the following condensed financial information is presented on a “Parent-only” basis in which Mirion Technologies (TopCo), Ltd.’s investments in its consolidated subsidiaries are presented under the equity method of accounting.
MIRION TECHNOLOGIES (TOPCO), LTD.
CONDENSED BALANCE SHEET
| Predecessor | |
|---|---|
| June 30, 2021 | |
| Assets: | |
| Other assets | $0.3 |
| Total assets | $0.3 |
| Liabilities and stockholders’ equity: | |
| Loan from subsidiary | $839.8 |
| Deferred income taxes and other liabilities | 0.1 |
| Total Liabilities | $839.9 |
| Total stockholders’ equity | (839.6) |
| Total liabilities and stockholders’ equity | $0.3 |
MIRION TECHNOLOGIES (TOPCO), LTD.
CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS INCOME
| Predecessor | ||
|---|---|---|
| From July 1, 2021 throughOctober 19, 2021 | June 30, 2021 | |
| Equity in net loss of subsidiaries | $(105.7) | $(158.3) |
| Net loss | (105.7) | (158.3) |
| Foreign currency translation, net of tax | (7.5) | 34.2 |
| Unrecognized actuarial gain (loss) and prior service benefit, net of tax | 0.6 | 0.9 |
| Other comprehensive loss (income), net of tax | (6.9) | 35.1 |
| Comprehensive loss | $(112.6) | $(123.2) |
| Loss per share—basic and diluted | $(15.81) | $(24.18) |
| Weighted average number of shares outstanding—basic and diluted | 6.685 | 6.549 |
A statement of cash flows has not been presented as Mirion Technologies (TopCo). Ltd. parent company didnot have any cash as of, or at any point in time during the Predecessor Periods from July 1, 2021 through October 19, 2021 or the year ended June 30, 2021.
Note to Condensed Financial Statements of Registrant (Parent Company Only)
These condensed parent company-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of Mirion. (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed the specified threshold amount of the consolidated net assets of the Company. Because we have a consolidated accumulated deficit, the 25% threshold described in Rule 4-08 does not apply and any restrictions of net assets at our subsidiaries trigger the requirement to present parent company-only financial information. The ability of Mirion’s operating subsidiaries to pay dividends may be restricted due to the terms of the subsidiaries’ outstanding term loan and revolving credit facility borrowings as described in Note 9, Borrowings, to the audited consolidated financial statements.
These condensed parent company-only financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements, with the only exception being that the parent company accounts for its subsidiaries using the equity method. These condensed parent company-only financial statements should be read in conjunction with the consolidated financial statements and related notes.
Schedule II
| Valuation and Qualifying Accounts | |||||
|---|---|---|---|---|---|
| (Dollars in millions) | |||||
| Successor | |||||
| Balance at · Charged to · Balance at | |||||
| Beginning · Costs and · Deductions · End of | |||||
| Description | of Period | Expenses | (a) | Other (b) | Period |
| Allowance for doubtful accounts | 7.4 | 1.7 | (1.6) | 0.3 | 7.8 |
| Product warranty | 4.4 | 0.4 | (0.9) | — | 3.9 |
| Allowance for doubtful accounts | 5.4 | 0.3 | (0.4) | 2.1 | 7.4 |
| Product warranty | 5.9 | (0.7) | (0.8) | — | 4.4 |
| Allowance for doubtful accounts | — | — | (0.7) | 6.1 | 5.4 |
| Product warranty | — | 0.9 | (0.4) | 5.4 | 5.9 |
| Predecessor | |||||
| Balance at · Charged to · Balance at | |||||
| Beginning · Costs and · Deductions · End of | |||||
| Description | of Period | Expenses | (a) | Other (b) | Period |
| Allowance for doubtful accounts | 6.1 | 0.2 | (0.2) | — | 6.1 |
| Product warranty | 6.3 | — | (0.7) | — | 5.6 |
| Allowance for doubtful accounts | 1.9 | 2.5 | (0.7) | 2.4 | 6.1 |
| Product warranty | 5.5 | 2.8 | (2.2) | 0.2 | 6.3 |
(a)Charges to the accounts included in this column are for the purposes for which the reserves were created
(b)Amounts included in this column relate to foreign currency translation and valuation adjustments
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