Mirion Technologies Inc
For the period ended Dec 31, 2024. Filed Feb 26, 2025.
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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.
FY2024 · Filed Feb 26, 2025
Contents
Table of Content
TABLE OF CONTENTS
| Page | |
|---|---|
| PART I | 7 |
| ITEM 1. BUSINESS | 7 |
| ITEM 1A. RISK FACTORS | 20 |
| ITEM 1B. UNRESOLVED STAFF COMMENTS | 31 |
| ITEM 1C. CYBERSECURITY | 31 |
| ITEM 2. PROPERTIES | 31 |
| ITEM 3. LEGAL PROCEEDINGS | 32 |
| ITEM 4. MINE SAFETY DISCLOSURES | 32 |
| PART II | 33 |
| ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 33 |
| ITEM 6. [ RESERVED ] | 34 |
| ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS | 35 |
| ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 59 |
| ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 60 |
| Report of Independent Registered Public Accounting Firm | 61 |
| Consolidated Balance Sheets | 63 |
| Consolidated Statements of Operations | 64 |
| Consolidated Statements of Comprehensive Loss | 65 |
| Consolidated Statements of Stockholders' Equity | 66 |
| Consolidated Statements of Cash Flows | 68 |
| Notes to Financial Statements | 69 |
| Note 1. Nature of Business and Summary of Significant Accounting Policies | 69 |
| Note 2. Business Combinations, Acquisitions, and Business Disposals | 81 |
| Note 3. Contracts in Progress | 82 |
| Note 4. Inventories | 83 |
| Note 5. Property, Plant, and Equipment, Net | 83 |
| Note 6. Accrued Expenses and Other Current Liabilities | 84 |
| Note 7. Goodwill and Intangible Assets | 84 |
| Note 8. Borrowings | 88 |
| Note 9. Leased Assets | 90 |
| Note 10. Commitments and Contingencies | 92 |
| Note 11. Income Taxes | 93 |
| Note 12. Supplemental Disclosures to Consolidated Statements of Cash Flows | 97 |
| Note 13. Employee Benefit Plans | 97 |
| Note 14. Stock-Based Compensation | 98 |
| Note 15. Related-Party Transactions | 101 |
| Note 16. Segment Information | 102 |
| Note 17. Fair Value Measurements | 106 |
| Note 18. Derivatives and Hedging | 107 |
| Note 19. Loss Per Share | 109 |
| Note 20. Restructuring | 110 |
| Note 21. Noncontrolling Interests | 112 |
| Note 22. Accumulated Other Comprehensive Loss | 113 |
| Note 23. Subsequent Events | 113 |
| ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES | 114 |
| ITEM 9A. CONTROLS AND PROCEDURES | 114 |
| ITEM 9B. OTHER INFORMATION | 116 |
| ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTS INSPECTIONS | 116 |
| PART III | 117 |
|---|---|
| ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 117 |
| ITEM 11. EXECUTIVE COMPENSATION | 117 |
| ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 117 |
| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 117 |
| ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES | 117 |
| PART IV | 118 |
| ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 118 |
| SIGNATURES | 125 |
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.
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.
“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;
"Closing Date" are to GS Acquisition Holdings Corp II or "GSAH" renamed to Mirion Technologies.
“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;
“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);
“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;
“Private placement warrants” are to the Private Placement Warrants (as defined under Note 15, 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 15, 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; and
“Warrants” are to the public warrants and private placement warrants.
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