Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

May 3, 2023

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2023
OR
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission File Number: 001-39352
Mirion Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 83-0974996
(State or other jurisdiction of
 incorporation or organization)

(I.R.S. Employer
Identification Number)
1218 Menlo Drive
Atlanta, Georgia 30318
(Address of Principal Executive Office)
(770) 432-2744
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share
MIR
New York Stock Exchange
Redeemable warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50
MIR WS
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer Accelerated Filer
Non-accelerated Filer Smaller Reporting Company
    Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No
As of April 28, 2023, there were 217,904,643 shares of Class A common stock, $0.0001 par value per share, and 7,847,333 shares of Class B common stock, $0.0001 par value per share, issued and outstanding.


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INTRODUCTORY NOTE

On October 20, 2021 (the "Closing" or the “Closing Date”), Mirion Technologies, Inc. (formerly known as GS Acquisition Holdings Corp II or "GSAH") consummated its business combination with GSAH (the "Business Combination") pursuant to the Business Combination Agreement dated June 17, 2021 (as amended, the “Business Combination Agreement”). On the Closing Date, GSAH was renamed Mirion Technologies, Inc.

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q 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.

As a result of the Business Combination, Mirion’s financial statement presentation distinguishes Mirion TopCo as the “Predecessor” for periods prior to the closing of the Business Combination and Mirion Technologies, Inc. as the “Successor” for periods after the closing of the Business Combination. As a result of the application of the acquisition method of accounting in the Successor Period, the financial statements for the Successor Period are presented on a full step-up basis as a result of the Business Combination, and are therefore not comparable to the financial statements of the Predecessor Period that are not presented on the same full step-up basis due to the Business Combination.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995 that reflect future plans, estimates, beliefs, and expected performance. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, our objectives for future operations, macroeconomic trends, and our competitive positioning are forward-looking statements. This includes, without limitation, statements under “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our expected or future capitalization and capital structure, indebtedness, market share and products sales, market opportunities, manufacturing capabilities and facilities, sales channels and strategies, goodwill impairment, backlog, our supply chain, the Russia-Ukraine conflict and relations between the United States and China, foreign exchange, interest rate and inflation, any mergers and acquisitions, including integration of previously completed mergers and acquisitions, and the future or expected impact on us of any epidemic, pandemic or other crises, including COVID-19. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “seeks,” “plans,” “scheduled,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When we discuss our strategies or plans we are making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, our management.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

changes in domestic and foreign business, market, economic, financial, political and legal conditions, including the Russia-Ukraine conflict and the relationship between the United States and China;
risks related to the public's perception of nuclear radiation and nuclear technologies;
risks related to the continued growth of our end markets;
our ability to win new customers and retain existing customers;
our ability to realize sales expected from our backlog of orders and contracts;
risks related to governmental contracts;
our ability to mitigate risks associated with long-term fixed price contracts, including risks related to inflation;
risks related to information technology disruption or security;
risks related to the implementation and enhancement of information systems;
our ability to manage our supply chain or difficulties with third-party manufacturers;
risks related to competition;
2

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our ability to manage disruptions of, or changes in, our independent sales representatives, distributors and original equipment manufacturers;
our ability to realize the expected benefit from any strategic transactions, such as acquisitions, divestitures and investments, including any synergies from internal restructuring and improvement efforts;
our ability to issue debt, equity or equity-linked securities in the future;
risks related to changes in tax law and ongoing tax audits;
risks related to future legislation and regulation both in the United States and abroad;
risks related to the costs or liabilities associated with product liability claims;
our ability to attract, train and retain key members of our leadership team and other qualified personnel;
risks related to the adequacy of our insurance coverage;
risks related to the global scope of our operations, including operations in international and emerging markets;
risks related to our exposure to fluctuations in foreign currency exchange rates, interest rates and inflation, including the impact on our debt service costs;
our ability to comply with various laws and regulations and the costs associated with legal compliance;
risks related to the outcome of any litigation, government and regulatory proceedings, investigations and inquiries;
risks related to our ability to protect or enforce our proprietary rights on which our business depends or third-party intellectual property infringement claims;
liabilities associated with environmental, health and safety matters;
our ability to predict our future operational results;
risks associated with our limited history of operating as an independent company;
the effects of COVID-19 or other health epidemics, pandemics or similar outbreaks may have on our business, results of operations or financial condition; and
other risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2022 and this Quarterly Report on Form 10-Q, including those under the heading “Risk Factors,” and other documents filed or to be filed with the U. S Securities and Exchange Commission (the "SEC") by us.

There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

Forward-looking statements included in this Quarterly Report on Form 10-Q speak only as of the date of this Quarterly Report on Form 10-Q or any earlier date specified for such statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

We intend to announce material information to the public through the Mirion Investor Relations website, available at ir.mirion.com, SEC filings, press releases, public conference calls and public webcasts. We use these channels, as well as social media, to communicate with our investors, customers and the public about our company, our offerings and other issues. It is possible that the information we post on our website or social media could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above, including the social media channels listed on our investor relations website, and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations website.
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TABLE OF CONTENTS

Page
PART I - FINANCIAL INFORMATION
PART II - OTHER INFORMATION
4

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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


as of March 31, 2023 and December 31, 2022
for the three months ended March 31, 2023 and March 31, 2022
for the three months ended March 31, 2023 and March 31, 2022
for the three months ended March 31, 2023 and March 31, 2022
for the three months ended March 31, 2023 and March 31, 2022
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Mirion Technologies, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In millions, except share data)
March 31, 2023 December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents $ 88.3  $ 73.5 
Restricted cash 0.7  0.5 
Accounts receivable, net of allowance for doubtful accounts 152.0  171.2 
Costs in excess of billings on uncompleted contracts 67.2  50.0 
Inventories 157.5  143.3 
Prepaid expenses and other current assets 32.6  33.6 
Assets held for sale 10.1  8.5 
Total current assets 508.4  480.6 
Property, plant, and equipment, net 126.0  124.3 
Operating lease right-of-use assets 38.7  40.1 
Goodwill 1,424.9  1,418.0 
Intangible assets, net 619.8  650.4 
Restricted cash 1.1  1.0 
Other assets 15.9  24.3 
Total assets $ 2,734.8  $ 2,738.7 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 66.0  $ 67.7 
Deferred contract revenue 78.2  83.0 
Notes payable to third-parties, current 5.8  5.3 
Operating lease liability, current 8.4  8.5 
Accrued expenses and other current liabilities 74.9  79.8 
Total current liabilities 233.3  244.3 
Notes payable to third-parties, non-current 679.3  801.5 
Warrant liabilities 43.9  30.5 
Operating lease liability, non-current 32.7  34.3 
Deferred income taxes, non-current 109.3  116.3 
Other liabilities 48.3  44.6 
Total liabilities 1,146.8  1,271.5 
Commitments and contingencies (Note 11)
Stockholders’ equity (deficit):
Class A common stock; $0.0001 par value, 500,000,000 shares authorized; 217,687,852 shares issued and outstanding at March 31, 2023; 200,298,834 shares issued and outstanding at December 31, 2022
   
Class B common stock; $0.0001 par value, 100,000,000 shares authorized; 7,847,333 issued and outstanding at March 31, 2023 and 8,040,540 issued and outstanding at December 31, 2022
   
Additional paid-in capital 2,039.4  1,882.4 
Accumulated deficit (450.4) (408.5)
Accumulated other comprehensive loss (67.7) (75.7)
Mirion Technologies, Inc. stockholders’ equity 1,521.3  1,398.2 
Noncontrolling interests 66.7  69.0 
Total stockholders’ equity 1,588.0  1,467.2 
Total liabilities and stockholders’ equity $ 2,734.8  $ 2,738.7 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Mirion Technologies, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In millions, except per share data)
Three Months Ended
  March 31,
  2023 2022
Revenues:
Product $ 132.4  $ 116.9 
Service 49.7  46.3 
Total revenues 182.1  163.2 
Cost of revenues:
Product 76.8  74.8 
Service 26.2  24.0 
Total cost of revenues 103.0  98.8 
Gross profit 79.1  64.4 
Operating expenses:
Selling, general and administrative 85.1  90.9 
Research and development 7.6  7.1 
Total operating expenses 92.7  98.0 
Loss from operations (13.6) (33.6)
Other expense (income):
Third party interest expense 14.9  7.9 
Loss on debt extinguishment 2.6   
Foreign currency (gain) loss, net (0.3) 1.5 
Increase (decrease) in fair value of warrant liabilities 13.4  (19.9)
Other income, net (0.2)  
Loss before income taxes (44.0) (23.1)
Benefit from income taxes (1.1) (4.1)
Net loss (42.9) (19.0)
Loss attributable to noncontrolling interests (1.0) (1.3)
Net loss attributable to Mirion Technologies, Inc. $ (41.9) $ (17.7)
Net loss per common share attributable to Mirion Technologies, Inc. stockholders — basic and diluted $ (0.22) $ (0.10)
Weighted average common shares outstanding — basic and diluted 187.701  180.774 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Mirion Technologies, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
(In millions)
Three Months Ended
March 31,
2023 2022
Net loss $ (42.9) $ (19.0)
Other comprehensive income (loss), net of tax:
Foreign currency translation, net of tax 10.6  (15.7)
Unrealized losses on net investment hedges, net of tax (2.3)  
Other comprehensive income (loss), net of tax 8.3  (15.7)
Comprehensive loss (34.6) (34.7)
Less: Comprehensive loss attributable to noncontrolling interests (0.7) (2.8)
Comprehensive loss attributable to Mirion Technologies, Inc. $ (33.9) $ (31.9)
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Mirion Technologies, Inc.
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
(Unaudited)
(In millions, except share amounts)
Class A Common Stock Class A Common Stock Amount Class B Common Stock Class B Common Stock Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total Stockholders’ Equity
Balance December 31, 2021 199,523,292  $   8,560,540  $   $ 1,845.5  $ (131.6) $ (20.7) $ 90.8  $ 1,784.0 
Stock-based compensation expense —  —  —  —  7.8  —  —  —  7.8 
Warrant exercises 100  —  —  —  —  —  —  —  — 
Stock compensation to directors in lieu of cash compensation —  —  —  —  0.1  —  —  —  0.1 
Net loss —  —  —  —  —  (17.7) —  (1.3) (19.0)
Other comprehensive loss —  —  —  —  —  —  (14.2) (1.5) (15.7)
Balance March 31, 2022 199,523,392  $   8,560,540  $   $ 1,853.4  $ (149.3) $ (34.9) $ 88.0  $ 1,757.2 
Class A Common Stock Class A Common Stock Amount Class B Common Stock Class B Common Stock Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total Stockholders’ Equity
Balance December 31, 2022 200,298,834  $   8,040,540  $   $ 1,882.4  $ (408.5) $ (75.7) $ 69.0  $ 1,467.2 
Warrant redemptions 100  —  —  —  —  —  —  —  — 
Stock issued for vested restricted stock units 40,764  —  —  —  —  —  —  —  — 
Stock compensation to directors in lieu of cash compensation 12,090  —  —  —  0.1  —  —  —  0.1 
Conversion of shares of class B common stock to class A common stock 193,207  —  (193,207) —  1.6  —  —  (1.6)  
Issuance of shares of class A common stock under a direct registered offering, net of offering costs 17,142,857  —  —  —  149.8  —  —  —  149.8 
Stock-based compensation expense —  —  —  —  5.5  —  —  —  5.5 
Net loss —  —  —  —  —  (41.9) —  (1.0) (42.9)
Other comprehensive loss —  —  —  —  —  —  8.0  0.3  8.3 
Balance March 31, 2023 217,687,852  $   7,847,333  $   $ 2,039.4  $ (450.4) $ (67.7) $ 66.7  $ 1,588.0 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Mirion Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In millions)
Three Months Ended
March 31,
2023 2022
OPERATING ACTIVITIES:
Net loss $ (42.9) $ (19.0)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense 41.3  44.9 
Stock-based compensation expense 5.5  7.9 
Amortization of debt issuance costs 3.5  1.0 
Provision for doubtful accounts 0.8  (0.2)
Inventory obsolescence write down 1.0  0.2 
Change in deferred income taxes (7.1) (10.4)
Loss (gain) on disposal of property, plant and equipment 0.8  (0.7)
Loss (gain) on foreign currency transactions (0.3) 1.5 
Increase (decrease) in fair values of warrant liabilities 13.4  (19.9)
Other   0.1 
Changes in operating assets and liabilities:
Accounts receivable 19.1  17.6 
Costs in excess of billings on uncompleted contracts (8.6) (5.2)
Inventories (13.9) (0.9)
Prepaid expenses and other current assets (0.3) 1.7 
Accounts payable (2.5) (6.8)
Accrued expenses and other current liabilities (8.5) (0.9)
Deferred contract revenue (3.6) (0.3)
Other assets 0.4   
Other liabilities (0.8) 0.8 
Net cash (used in) provided by operating activities (2.7) 11.4 
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment and badges (7.5) (8.7)
Sales of property, plant, and equipment   0.8 
Net cash used in investing activities (7.5) (7.9)
FINANCING ACTIVITIES:
Issuances of common stock 150.0   
Common stock issuance costs (0.2)  
Term loan principal repayments (125.0)  
Principal repayments   (0.4)
Other financing (0.2) (0.2)
Net cash provided by (used in) financing activities 24.6  (0.6)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 0.7  (1.0)
Net increase in cash, cash equivalents, and restricted cash 15.1  1.9 
Cash, cash equivalents, and restricted cash at beginning of period 75.0  85.3 
Cash, cash equivalents, and restricted cash at end of period $ 90.1  $ 87.2 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Mirion Technologies, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. Nature of Business and Summary of Significant Accounting Policies

Nature of Business

Mirion Technologies, Inc. (“Mirion,” the “Company,” "Successor," "we," "our," or "us" and formerly GS Acquisition Holdings Corp II ("GSAH")) is a global provider of radiation detection, measurement, analysis, and monitoring products and services to the medical, nuclear, and defense end markets. We provide products and services through our two operating and reportable segments; (i) Medical and (ii) Industrial. The Medical segment provides radiation oncology quality assurance, delivering patient safety solutions for diagnostic imaging and radiation therapy centers around the world, dosimetry solutions for monitoring the total amount of radiation medical staff members are exposed to over time, radiation therapy quality assurance solutions for calibrating and verifying imaging and treatment accuracy, and radionuclide therapy products for nuclear medicine applications such as shielding, product handling, medical imaging furniture, and rehabilitation products. The Industrial segment provides robust, field ready personal radiation detection and identification equipment for defense applications and radiation detection and analysis tools for power plants, labs, and research applications. Nuclear power plant product offerings are used for the full nuclear power plant lifecycle including core detectors and essential measurement devices for new build, maintenance, decontamination and decommission equipment for monitoring and control during fuel dismantling and remote environmental monitoring.

The Company is headquartered in Atlanta, Georgia and has operations in the United States, Canada, the United Kingdom, France, Germany, Finland, China, Belgium, the Netherlands, Estonia, and Japan.

On October 20, 2021 (the “Closing Date”), the Company, consummated its previously announced business combination (the “Business Combination”) pursuant to the certain business combination agreement (the "Business Combination Agreement"). As contemplated by the Business Combination Agreement, the Company became the corporate parent of Mirion Technologies TopCo., Ltd. ("Mirion TopCo"). In order to implement a structure similar to that of an “Up-C,” the Company established a Delaware corporation, Mirion IntermediateCo, Inc. (“IntermediateCo”), as a subsidiary of the Company.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for financial statements and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") for interim financial information. The interim Condensed Consolidated Financial Statements reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair representation of the results for the periods presented and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto for the period ended December 31, 2022, which include a complete set of footnote disclosures, including our significant accounting policies included in our Annual Report on Form 10-K. The results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned and majority-owned or controlled subsidiaries. For consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocated to noncontrolling interests is reported as “Income (Loss) attributable to noncontrolling interests” in the Condensed Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated in consolidation.

The Company recognizes a noncontrolling interest for the portion of Class B common stock of IntermediateCo that is not attributable to the Company. See Note 21, Noncontrolling Interests.

Segments

The Company manages its operations through two operating and reportable segments: Medical and Industrial. These segments align the Company’s products and service offerings with customer use in medical and industrial markets and are consistent with how the Company’s Chief Executive Officer, its Chief Operating Decision Maker (“CODM”), reviews and evaluates the Company’s operations. The CODM allocates resources and evaluates the financial performance of each operating segment. The Company’s segments are strategic businesses that are managed separately because each one
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develops, manufactures and markets distinct products and services. Refer to Note 16, Segment Information, for further detail.
Use of Estimates
Management estimates and judgments are an integral part of financial statements prepared in accordance with GAAP. We believe that the critical accounting policies listed below address the more significant estimates required of management when preparing our consolidated financial statements in accordance with GAAP. We consider an accounting estimate critical if changes in the estimate may have a material impact on our financial condition or results of operations. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, actual results could differ from the original estimates, requiring adjustment to these balances in future periods. The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include but are not limited to: business combinations, goodwill and intangible assets; estimated progress toward completion for certain revenue contracts; uncertain tax positions and tax valuation allowances and derivative warrant liabilities.
Significant Accounting Policies

There have been no material changes in our significant accounting policies during the three months ended March 31, 2023, as compared to the significant accounting policies described in Note 1 to the audited Consolidated Financial Statements on Form 10-K for the period ended December 31, 2022.
Accounts Receivable and Allowance for Doubtful Accounts
The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts. The allowance for doubtful accounts was $7.8 million and $7.4 million as of March 31, 2023 and December 31, 2022, respectively.
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets are primarily comprised of various prepaid assets including prepaid insurance, short-term marketable securities, and income tax receivables.
The components of prepaid expenses and other current assets consist of the following (in millions):
March 31, 2023 December 31, 2022
Prepaid insurance $ 2.5  $ 3.2 
Short-term marketable securities 4.8  4.3 
Income tax receivable and prepaid income taxes 1.2  2.8 
Other tax receivables 1.6  1.6 
Other current assets 22.5  21.7 
$ 32.6  $ 33.6 
Facility and Equipment Decommissioning Liabilities
The Company has asset retirement obligations (“ARO”) consisting primarily of equipment and facility decommissioning costs. ARO liabilities totaled $2.5 million for both periods ended March 31, 2023 and December 31, 2022, and were included in deferred income taxes and other liabilities on the Condensed Consolidated Balance Sheets. Accretion expense related to these liabilities was not material for any periods presented.
Revenue Recognition
The Company recognizes revenue from arrangements that include performance obligations to design, engineer, manufacture, deliver, and install products. If a performance obligation does not qualify for over-time revenue recognition, revenue is then recognized at the point-in-time in which control of the distinct good or service is transferred to the customer, typically based upon the terms of delivery.
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Revenue derived from passive dosimetry and analytical services is of a subscription nature and is provided to customers on an agreed-upon recurring monthly, quarterly or annual basis. Revenue is recognized ratably over the service period as the service is continuous, and no other discernible pattern of recognition is evident.
Contract Balances
The timing of the Company's revenue recognition, invoicing, and cash collections results in accounts receivable, costs and estimated earnings in excess of billings on uncompleted contracts, and deferred contract revenue. Refer to Note 4, Contracts in Progress for further details.
Remaining Performance Obligations
The remaining performance obligations for all open contracts as of March 31, 2023 include assembly, delivery, installation, and trainings. The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts was approximately $740.8 million and $737.4 million as of March 31, 2023 and December 31, 2022, respectively. As of March 31, 2023, the Company expects to recognize approximately 50%, 25%, 8%, and 8% of the remaining performance obligations as revenue during the fiscal years 2023, 2024, 2025 and 2026, respectively, and the remainder thereafter.
Disaggregation of Revenues
A disaggregation of the Company’s revenues by segment, geographic region, timing of revenue recognition and product category is provided in Note 16, Segment Information.
Warrant Liability

As of March 31, 2023, the Company had outstanding warrants to purchase up to 27,249,779 shares of Class A common stock. The Company accounts for the warrants in accordance with the guidance contained in ASC 815, “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the Company’s Condensed Consolidated Statements of Operations. The fair value of the warrants (the "Public Warrants") issued in connection with GSAH's initial public offering has been measured based on the listed market price of such Public Warrants. As the transfer of certain warrants issued in a private placement (the "Private Placement Warrants") to GS Sponsor II LLC, the sponsor of GSAH (the "Sponsor"), to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, we determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. See Note 17, Fair Value Measurements.
Concentrations of Risk
Financial instruments that are potentially subject to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash in bank deposit accounts that, at times, may exceed the insured limits of the local country. The Company has not experienced any losses in such accounts.
The Company sells its products and services mainly to large, private and governmental organizations in the Americas, Europe, the Middle East and Asia Pacific regions. The Company performs ongoing evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. The Company generally does not require its customers to provide collateral or other security to support accounts receivable. As of March 31, 2023 and December 31, 2022, no customer accounted for more than 10% of the accounts receivable balance.
Recent Accounting Pronouncements
Accounting Guidance Issued But Not Yet Adopted
In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. ASU 2020-04 provides temporary optional expedients and exceptions for applying GAAP guidance on
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contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. In their October 2022 meeting, the FASB voted for an optional 2-year extension of the adoption period through December 31, 2024. The Company intends to extend the adoption, is in the process of managing the transition, and is assessing any financial impact that will be accounted for under this ASU.
2. Business Combinations and Acquisitions

The Company continually evaluates potential acquisitions that strategically fit with the Company’s existing portfolio. As a result, on August 1, 2022, the Company acquired the Critical Infrastructure ("CI") business of Collins Aerospace (renamed as Secure Integrated Solutions "SIS") via an Asset Purchase Agreement. The Company paid cash of $6.6 million, but due to net working capital (NWC) settlements to be settled in the future, the GAAP consideration was $5.9 million. The SIS business joined our Industrial segment and specializes in delivering physical and cyber security systems to critical infrastructure based on a command-and-control platform that includes video surveillance, access control, intrusion detection, credential/training management, biometrics, and video analytics. The Company used carrying values as of the closing date of the CI Acquisition to value certain current and non-current assets and liabilities, as we determined that they represented the fair value of those items at such date.

All identifiable intangible assets acquired in the CI Acquisition were assigned to developed technology for accounting purposes.

Transaction costs related to the CI Acquisition were not material for the three months ended March 31, 2023.
Measurement period adjustments to the previously disclosed preliminary fair value of net assets related to the CI Acquisition were recorded in 2023, resulting in a $0.9 million net increase in goodwill and corresponding $0.9 million net increase in Other Accrued Liabilities for the three months ended March 31, 2023.
All acquisitions are accounted for under the acquisition method of accounting, and the related assets acquired and liabilities assumed are recorded at fair value. The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”), and growth rates. These assumptions are forward looking and could be affected by future economic and market conditions. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.

Purchases of acquired businesses resulted in the recognition of goodwill in the Company’s Consolidated Financial Statements, which is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized. The goodwill is not amortized but some portion may be deductible for income tax purposes. This goodwill recorded includes the following:

•     The expected synergies and other benefits that we believe will result from combining the operations of the acquired business with the operations of Mirion;
•     Any intangible assets that did not qualify for separate recognition, as well as future, yet unidentified projects and products;
•     The value of the existing business as an assembled collection of net assets versus if the Company had acquired all of the net assets separately.
3. Assets and Liabilities Held for Sale
In the fourth quarter of 2022 the Biodex Rehabilitation ("Rehab") business was deemed as held for sale. The following table presents information related to the major classes of assets and liabilities that were classified as held for sale (in millions):

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March 31, 2023 December 31, 2022
Inventories $ 5.5  $ 3.9 
Prepaid expenses and other current assets 0.1  0.1 
Property, plant and equipment — net 0.7  0.7 
Goodwill 3.8  3.8 
Assets held for sale $ 10.1  $ 8.5 
Accrued liabilities 1.3  0.7 
Other non-current liabilities 0.1  0.1 
Liabilities held for sale (1)
$ 1.4  $ 0.8 
(1)Included in accrued expenses and other liabilities within the consolidated balance sheets.

4. Contracts in Progress
Costs and billings on uncompleted construction-type contracts consist of the following (in millions):
March 31, 2023 December 31, 2022
Costs incurred on contracts (from inception to completion) $ 270.0  $ 249.6 
Estimated earnings 163.6  163.1 
Contracts in progress 433.6  412.7 
Less: billings to date (377.7) (371.8)
$ 55.9  $ 40.9 
The carrying amounts related to uncompleted construction-type contracts are included in the accompanying Condensed Consolidated Balance Sheets under the following captions (in millions):
March 31, 2023 December 31, 2022
Costs and estimated earnings in excess of billings on uncompleted contracts – current $ 67.2  $ 50.0 
Costs and estimated earnings in excess of billings on uncompleted contracts – non-current (1)
9.6  17.3 
Billings in excess of costs and estimated earnings on uncompleted contracts – current (2)
(18.5) (25.5)
Billings in excess of costs and estimated earnings on uncompleted contracts – non-current (3)
(2.4) (0.9)
$ 55.9  $ 40.9 
(1)Included in other assets within the Condensed Consolidated Balance Sheets.
(2)Included in deferred contract revenue – current within the Condensed Consolidated Balance Sheets.
(3)Included in other liabilities within the Condensed Consolidated Balance Sheets.
For the three months ended March 31, 2023 the Company has recognized revenue of $9.4 million related to the contract liabilities balance as of December 31, 2022.
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5. Inventories
The components of inventories consist of the following (in millions):
  March 31, 2023 December 31, 2022
Raw materials $ 71.3  $ 69.7 
Work in progress 34.8  28.2 
Finished goods 51.4  45.4 
  $ 157.5  $ 143.3 
6. Property, Plant and Equipment, Net
Property, plant and equipment, net consist of the following (in millions):
  Depreciable
Lives
  March 31, 2023 December 31, 2022
Land, buildings, and leasehold improvements
3-39 years
  $ 47.6  $ 46.5 
Machinery and equipment
5-15 years
  34.7  33.6 
Badges
3-5 years
  34.7  33.4 
Furniture, fixtures, computer equipment and other
3-10 years
  25.7  25.8 
Construction in progress   21.4  15.9 
      164.1  155.2 
Less: accumulated depreciation and amortization     (38.1) (30.9)
      $ 126.0  $ 124.3 
Total depreciation expense included in costs of revenues and operating expenses was as follows (in millions):
Three Months Ended
March 31,
2023 2022
Depreciation expense in:
Cost of revenues $ 4.7  $ 4.2 
Operating expenses $ 2.9  $ 1.9 

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7. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (in millions):
  March 31, 2023 December 31, 2022
Compensation and related benefit costs $ 30.9  $ 37.6 
Customer deposits 7.7  8.5 
Accrued commissions 0.3  0.4 
Accrued warranty costs 5.2  4.4 
Non-income taxes payable 9.1  8.7 
Pension and other post-retirement obligations 0.4  0.3 
Income taxes payable 6.8  5.5 
Restructuring 2.3  1.5 
Liabilities held for sale 1.4  0.8 
Other accrued expenses 10.8  12.1 
Total $ 74.9  $ 79.8 
8. Goodwill and Intangible Assets
Goodwill
Goodwill is calculated as the excess of consideration transferred over the net assets recognized for acquired businesses and represents future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized. Goodwill is assigned to reporting units at the date the goodwill is initially recorded and is reallocated as necessary based on the composition of reporting units over time.
The Company assesses goodwill for impairment at the reporting unit level annually on the first day of the fourth quarter and upon the occurrence of a triggering event or change in circumstance that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
No goodwill impairment was recognized for the three months ended March 31, 2023.
The following table shows changes in the carrying amount of goodwill by reportable segment as of March 31, 2023 and December 31, 2022 (in millions):
Medical Industrial Consolidated
Balance—December 31, 2022 $ 616.0  $ 802.0  $ 1,418.0 
Business Combination and other acquisitions - measurement period adjustments   0.9  0.9 
Translation adjustment   6.0  6.0 
Balance—March 31, 2023 $ 616.0  $ 808.9  $ 1,424.9 
A portion of goodwill is deductible for income tax purposes.
Gross carrying amounts and cumulative goodwill impairment losses are as follows (in millions):
March 31, 2023 December 31, 2022
Gross Carrying Amount Cumulative Impairment Gross Carrying Amount Cumulative Impairment
Goodwill $ 1,636.7  $ (211.8) $ 1,629.8  $ (211.8)
Intangible Assets
Intangible assets consist of our developed technology, customer relationships, backlog, trade names, and non-compete agreements at the time of acquisition through business combinations. The customer relationships definite lived intangible assets are amortized using the double declining balance method while all other definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives.
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Many of our intangible assets are not deductible for income tax purposes. A summary of intangible assets useful lives, gross carrying value and related accumulated amortization is below (in millions):
March 31, 2023
Original Average
 Life in Years
Gross Carrying
 Amount
Accumulated
 Amortization
Net Book
 Value
Customer relationships
6 - 13
$ 338.0  $ (99.0) $ 239.0 
Distributor relationships
7 - 13
60.9  (10.5) 50.4 
Developed technology
5 - 16
250.4  (44.2) 206.2 
Trade names
3 - 10
98.7  (14.5) 84.2 
Backlog and other
1 - 4
75.4  (35.4) 40.0 
Total $ 823.4  $ (203.6) $ 619.8 
December 31, 2022
Original Average
 Life in Years
Gross Carrying
 Amount
Accumulated
 Amortization
Net Book
 Value
Customer relationships
6 - 13
$ 336.8  $ (83.1) $ 253.7 
Distributor relationships
7 - 13
60.9  (8.7) 52.2 
Developed technology
5 - 16
248.9  (36.3) 212.6 
Trade names
3 - 10
98.2  (12.0) 86.2 
Backlog and other
1 - 4
74.8  (29.1) 45.7 
Total $ 819.6  $ (169.2) $ 650.4 
Aggregate amortization expense for intangible assets included in cost of revenues and operating expenses was as follows (in millions):
Three Months Ended
March 31,
2023 2022
Amortization expense for intangible assets in:
Cost of revenues $ 6.7  $ 6.7 
Operating expenses $ 26.9  $ 32.1 
9. Borrowings
Third-party notes payable consist of the following (in millions):
March 31, 2023 December 31, 2022
2021 Credit Agreement $ 696.7  $ 821.7 
Canadian Financial Institution 1.0  1.0 
Other 1.9  2.0 
Draw on revolving line of credit    
Total third-party borrowings 699.6  824.7 
Less: notes payable to third-parties, current (5.8) (5.3)
Less: deferred financing costs (14.5) (17.9)
Notes payable to third-parties, non-current $ 679.3  $ 801.5 
As of March 31, 2023 and December 31, 2022, the fair market value of the Company's 2021 Credit Agreement (as defined below) was $682.8 million and $803.2 million, respectively. The fair market value for the 2021 Credit Agreement was estimated using primarily level 2 inputs, including borrowing rates available to the Company at the respective period ends. The fair market value for the Company’s remaining third-party debt approximates the respective carrying amounts as of March 31, 2023 and December 31, 2022.
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2021 Credit Agreement
In connection with the Business Combination, in October 2021, certain subsidiaries of the Company entered into- a credit agreement (the "2021 Credit Agreement") among Mirion Technologies (HoldingSub2), Ltd., a limited liability company incorporated in England and Wales, as Holdings, Mirion Technologies (US Holdings), Inc., as the Parent Borrower, Mirion Technologies (US), Inc., as the Subsidiary Borrower, the lending institutions party thereto, Citibank, N.A., as the Administrative Agent and Collateral Agent and Goldman Sachs Lending Partners, Citigroup Global Markets Inc., Jefferies Finance LLC and JPMorgan Chase Bank, N.A., as the Joint Lead Arrangers and Bookrunners.
The 2021 Credit Agreement refinanced and replaced the credit agreement from March 2019, by and between, among others, Mirion Technologies (HoldingRep), Ltd. ("Mirion HoldingRep"), its subsidiaries and Morgan Stanley Senior Funding Inc., as administrative agent, certain other revolving lenders and a syndicate of institutional lenders (the “2019 Credit Facility”) which is described in more detail below.
The 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility and a $90.0 million senior secured revolving facility (collectively, the “Credit Facilities”). Funds from the Credit Facilities are permitted to be used in connection with the Business Combination and related transactions to refinance the 2019 Credit Facility referred to below and for general corporate purposes. The term loan facility is scheduled to mature on October 20, 2028 and the revolving facility is scheduled to expire and mature on October 20, 2026. The agreement requires the payment of a commitment fee of 0.50% per annum for unused revolving commitments, subject to stepdowns to 0.375% per annum and 0.25% per annum upon the achievement of specified leverage ratios. Any outstanding letters of credit issued under the 2021 Credit Agreement reduce the availability under the revolving line of credit.
The 2021 Credit Agreement is secured by a first priority lien on the equity interests of the Parent Borrower owned by Holdings and substantially all of the assets (subject to customary exceptions) of the borrowers and the other guarantors thereunder. Interest with respect to the facilities is based on, at the option of the borrowers, (i) a customary base rate formula for borrowings in U.S. dollars or (ii) a floating rate formula based on LIBOR (with customary fallback provisions) for borrowings in U.S. dollars, a floating rate formula based on Euro Interbank Offered Rate ("EURIBOR") for borrowings in Euro or a floating rate formula based on SONIA for borrowings in Pounds Sterling, each as described in the 2021 Credit Agreement with respect to the applicable type of borrowing. The 2021 Credit Agreement includes fallback language that seeks to either facilitate an agreement with the Company's lenders on a replacement rate for LIBOR in the event of its discontinuance or that automatically replaces LIBOR with benchmark rates based upon the Secured Overnight Financing Rate ("SOFR") or other benchmark replacement rates upon certain triggering events.
The 2021 Credit Agreement contains customary representations and warranties as well as customary affirmative and negative covenants and events of default. The negative covenants include, among others and in each case subject to certain thresholds and exceptions, limitations on incurrence of liens, limitations on incurrence of indebtedness, limitations on making dividends and other distributions, limitations on engaging in asset sales, limitations on making investments, and a financial covenant that the “First Lien Net Leverage Ratio” (as defined in the 2021 Credit Agreement) as of the end of any fiscal quarter is not greater than 7.00 to 1.00 if on the last day of such fiscal quarter certain borrowings outstanding under the revolving credit facility exceed 40% of the total revolving credit commitments at such time. The covenants also contain limitations on the activities of Mirion Technologies (HoldingSub2), Ltd. as the “passive” holding company. If any of the events of default occur and are not cured or waived, any unpaid amounts under the 2021 Credit Agreement may be declared immediately due and payable, the revolving credit commitments may be terminated and remedies against the collateral may be exercised. Mirion Technologies (HoldingSub2), Ltd. and subsidiaries were in compliance with all debt covenants on March 31, 2023 and December 31, 2022.
Term Loan - The term loan has a seven-year term (expiring October 2028), bears interest at the greater of Adjusted London Interbank Offered Rate ("LIBOR") or 0.50%, plus 2.75% and has quarterly principal repayments of 0.25% of the original principal balance. The interest rate was 7.48% and 7.48% as of March 31, 2023 and December 31, 2022, respectively. The Company repaid $125.0 million and $6.6 million for the three month period ended March 31, 2023 and for the fiscal year ended December 31, 2022, respectively, yielding an outstanding balance of approximately $696.7 million and $821.7 million as of March 31, 2023 and December 31, 2022, respectively.
During the three months ended March 31, 2023, the Company used $125.0 million of proceeds received from a direct registered equity offering to pay down early outstanding amounts on the term loan.
Revolving Line of Credit - The revolving line of credit arrangement has a five year term and bears interest at the greater of LIBOR or 0%, plus 2.75%. The agreement requires the payment of a commitment fee of 0.50% per annum for unused commitments. The revolving line of credit matures in October 2026, at which time all outstanding revolving facility loans and accrued and unpaid interest are due. Any outstanding letters of credit reduce the availability of the revolving line of credit. There was no outstanding balance under the arrangement as of March 31, 2023 and December 31, 2022.
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Additionally, the Company has standby letters of credit issued under its 2021 Credit Agreement that reduce the availability under the revolver of $10.8 million and $9.4 million as of March 31, 2023 and December 31, 2021, respectively. The amount available on the revolver as of March 31, 2023 and December 31, 2022 was approximately $79.2 million and $80.6 million, respectively.
Deferred Financing Costs
In connection with the issuance of the 2021 Credit Agreement term loan, we incurred debt issuance costs of $21.7 million on date of issuance. In accordance with accounting for debt issuance costs, we recognize and present deferred finance costs associated with non-revolving debt and financing obligations as a reduction from the face amount of related indebtedness in our Condensed Consolidated Balance Sheets.
In connection with the issuance of the 2021 Credit Agreement revolving line of credit, we incurred debt issuance costs of $1.8 million. We recognize and present debt issuance costs associated with revolving debt arrangements as an asset and include the deferred finance costs within other assets on our Condensed Consolidated Balance Sheets. We amortize all debt issuance costs over the life of the related indebtedness.
For the three month periods ended March 31, 2023 and March 31, 2022, we incurred approximately $3.5 million (including a $2.6 million loss on debt extinguishment for the $125.0 million early debt repayment) and $1.0 million, respectively, of amortization expense of the deferred financing costs.
Canadian Financial Institution - In May 2019, the Company entered into a credit agreement for C$