Mirion Technologies Inc
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 28, 2024
Contents
Table of Content
TABLE OF CONTENTS
| Page | |
|---|---|
| PART I | 8 |
| ITEM 1. BUSINESS | 8 |
| ITEM 1A. RISK FACTORS | 26 |
| ITEM 1B. UNRESOLVED STAFF COMMENTS | 48 |
| ITEM 1C. CYBERSECURITY | 44 |
| ITEM 2. PROPERTIES | 49 |
| ITEM 3. LEGAL PROCEEDINGS | 49 |
| ITEM 4. MINE SAFETY DISCLOSURES | 49 |
| PART II | 50 |
| ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 50 |
| ITEM 6. [ RESERVED ] | 51 |
| ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS | 52 |
| ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 85 |
| ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 87 |
| Report of Independent Registered Public Accounting Firm | 88 |
| Consolidated Balance Sheets | 91 |
| Consolidated Statements of Operations | 92 |
| Consolidated Statements of Comprehensive Loss | 93 |
| Consolidated Statements of Stockholders' Equity (Deficit) | 94 |
| Consolidated Statements of Cash Flows | 96 |
| Notes to Financial Statements | 97 |
| Note 1. Nature of Business and Summary of Significant Accounting Policies | 97 |
| Note 2. Acquisitions | 109 |
| Note 3. Disposal of a Business | 118 |
| Note 4. Contracts in Progress | 119 |
| Note 5. Inventories | 119 |
| Note 6. Property, Plant, and Equipment, Net | 120 |
| Note 7. Accrued Expenses and Other Current Liabilities | 120 |
| Note 8. Goodwill and Intangible Assets | 121 |
| Note 9. Borrowings | 123 |
| Note 10. Leased Assets | 127 |
| Note 11. Commitments and Contingencies | 129 |
| Note 12. Income Taxes | 130 |
| Note 13. Supplemental Disclosures to Consolidated Statements of Cash Flows | 136 |
| Note 14. Employee Benefit Plans | 136 |
| Note 15. Stock-Based Compensation | 137 |
| Note 16. Related-Party Transactions | 141 |
| Note 17. Segment Information | 143 |
| Note 18. Fair Value Measurements | 146 |
| Note 19. Derivatives and Hedging | 148 |
| Note 20. Loss Per Share | 149 |
| Note 21. Restructuring | 151 |
| Note 22. Noncontrolling Interests | 153 |
| Note 23. Accumulated Other Comprehensive Loss | 153 |
| Note 24. Subsequent Events | 153 |
| ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES | 154 |
| ITEM 9A. CONTROLS AND PROCEDURES | 154 |
| ITEM 9B. OTHER INFORMATION | 156 |
| ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTS INSPECTIONS | 156 |
| PART III | 157 |
|---|---|
| ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 157 |
| ITEM 11. EXECUTIVE COMPENSATION | 157 |
| ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 157 |
| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 157 |
| ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES | 157 |
| PART IV | 158 |
| ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 158 |
| SIGNATURES | 167 |
CERTAIN DEFINED TERMS
Unless the context otherwise requires, all references in this Annual Report on Form 10-K to “Mirion,” the “Company,” “we,” “us” or “our” refer to Mirion Technologies, Inc. following the Business Combination, other than certain historical information which refers to the business of Mirion Technologies (TopCo), Ltd. (“Mirion TopCo”) prior to the consummation of the business combination (the “Business Combination”) of GS Acquisition Holdings Corp II (“GSAH”) with Mirion TopCo on October 20, 2021, pursuant to that certain Business Combination Agreement, dated June 17, 2021 (as amended, the “Business Combination Agreement”), by and among GSAH, Mirion and the other parties thereto. In addition, as a result of the Business Combination, our financial statement presentation distinguishes Mirion TopCo as the “Predecessor” for periods prior to the closing of the Business Combination. Mirion, which includes consolidation of Mirion’s subsidiaries, is the “Successor” for periods after the closing of the Business Combination.
Unless otherwise stated in this Annual Report on Form 10-K or the context otherwise requires, references to:
“ASC” are to the Accounting Standards Codification;
“Board” and “Board of Directors” are to the board of directors of Mirion Technologies, Inc. following the closing of the Business Combination;
“Bylaws” are to the bylaws of Mirion Technologies, Inc. in effect as of the date of this Annual Report on Form 10-K;
“Charter” are to the certificate of incorporation of Mirion Technologies, Inc. in effect as of the date of this Annual Report on Form 10-K;
“Class A common stock” are to shares of Mirion’s common stock, par value $0.0001 per share;
“Class B common stock” are to shares of Mirion’s common stock, par value $0.0001 per share;
“Common stock” are to the Class A common stock and Class B common stock;
“DGCL” are to the General Corporation Law of the State of Delaware;
“Exchange Act” are to the Securities Exchange Act of 1934, as amended;
“Fiscal 2021” are to the twelve months ended June 30, 2021;
“Founder shares” are to the Founder Shares (as defined under Note 15, Related Party Transactions, in the notes to the financial statements included in this Annual Report on Form 10-K);
“GSAH” are to GS Acquisition Holdings Corp II, prior to the consummation of the Business Combination;
“IntermediateCo” are to Mirion IntermediateCo, Inc., a Delaware corporation direct subsidiary of Mirion;
“IntermediateCo Class A common stock” are to the shares of Class A common stock of IntermediateCo, par value $0.0001 per share;
“IntermediateCo Class B common stock” are to the shares of Class B common stock of IntermediateCo, par value $0.0001 per share;
“Mirion TopCo” are to Mirion Technologies (TopCo), Ltd;
"Predecessor Period" refers to all reported financial periods prior to the Business Combination Closing Date on October 20, 2021;
“Predecessor Stub Period” means the transition period preceding the Business Combination from July 1, 2021 through October 19, 2021;
“Private placement warrants” are to the Private Placement Warrants (as defined under Note 16, Related-Party Transactions in the notes to the financial statements included in this Annual Report on Form 10-K);
“Public warrants” are to the Public Warrants (as defined under Note 16, Related-Party Transactions, in the notes to the financial statements included in this Annual Report on Form 10-K);
“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;
“Securities Act” are to the Securities Act of 1933, as amended;
“Sponsor” are to GS Sponsor II LLC, a Delaware limited liability company;
“Sponsor Agreement” are to the Second Amended and Restated Sponsor Agreement, dated as of October 20, 2021, by and among us, the Sponsor and the other parties thereto;
"Successor Period" refers to the period from the Closing Date, October 20, 2021, and ended on December 31, 2022; and
“Warrants” are to the public warrants and private placement warrants.
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