Annual report pursuant to Section 13 and 15(d)

Schedule I - Condensed Financial Information of the Registrant

v3.22.4
Schedule I - Condensed Financial Information of the Registrant
 12 Months Ended
Dec. 31, 2022
Condensed Financial Information Disclosure [Abstract]  
Schedule I - Condensed Financial Information of the Registrant 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 8, 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.
(PARENT COMPANY ONLY)
CONDENSED BALANCE SHEET
(in millions)
Successor
December 31,
2022		 December 31,
2021
Assets:
Investments in Sub $ 1,496.8  $ 1,851.1 
Total Assets 1,496.8  1,851.1 
Liabilities and Stockholders’ Equity:
Warrant liabilities 30.5  68.1 
Deferred income taxes and other liabilities (0.9) (1.0)
Total Liabilities 29.6  67.1 
Additional paid-in capital 1,882.4  1,845.5 
Accumulated deficit (408.5) (131.6)
Accumulated Other Comprehensive Loss (75.7) (20.7)
Mirion Technologies, Inc. (Successor) stockholders’ equity 1,398.2  1,693.2 
Noncontrolling interests 69.0  90.8 
Total Stockholders’ Equity 1,467.2  1,784.0 
Total Liabilities and Stockholders’ Equity 1,496.8  1,851.1 
MIRION TECHNOLOGIES, INC.
(PARENT COMPANY ONLY)
CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS INCOME
(in millions)
Successor
December 31,
2022		 From October 20, 2021 through December 31, 2021
Selling, general and administrative $ 31.2  $ 5.3 
Total operating expenses 31.2  5.3 
Income from operations (31.2) (5.3)
Change in fair value of warrant liabilities (37.6) (1.2)
Equity in net loss of subsidiaries 294.8  19.9 
Loss before benefit from income taxes (288.4) (24.0)
Benefit from income taxes —  (1.0)
Net loss (288.4) (23.0)
Loss attributable to noncontrolling interests (11.5) (0.8)
Net loss attributable to Mirion Technologies, Inc. stockholders (276.9) (22.2)
Foreign currency translation, net of tax 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 2.9  (20.7)
Comprehensive loss attributable to Mirion Technologies, Inc. stockholders
 (274.0) (42.9)
Loss per share—basic and diluted (1.53) (0.12)
Weighted average number of shares outstanding—basic and diluted 181.149  180.773 
A statement of cash flows has not been presented as Mirion Technologies, Inc. parent company did not have any cash as of, or at any point in time during the year ended December 31, 2022 or from October 20, 2021 through December 31, 2021.
Note to Condensed Financial Statements of Registrant (Parent Company Only)
Basis of Presentation
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.
(PARENT COMPANY ONLY)
CONDENSED BALANCE SHEET
(in millions)

Predecessor
June 30, 2021 June 30, 2020
Assets:
Other assets $ 0.3  $ 0.1 
Total assets $ 0.3  $ 0.1 
Liabilities and stockholders’ equity:
Loan from subsidiary $ 839.8  $ 716.5 
Deferred income taxes and other liabilities 0.1  0.1 
Total Liabilities $ 839.9  $ 716.6 
Total stockholders’ equity (839.6) (716.5)
Total liabilities and stockholders’ equity $ 0.3  $ 0.1 
MIRION TECHNOLOGIES (TOPCO), LTD.
(PARENT COMPANY ONLY)
CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS INCOME
(in millions)

Predecessor
From July 1, 2021 through
October 19, 2021		 June 30, 2021 June 30, 2020
Equity in net loss of subsidiaries $ (105.7) $ (158.3) $ (119.1)
Net loss (105.7) (158.3) (119.1)
Foreign currency translation, net of tax (7.5) 34.2  (9.3)
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  (9.3)
Comprehensive loss $ (112.6) $ (123.2) $ (128.4)
Loss per share—basic and diluted $ (15.81) $ (24.18) $ (18.45)
Weighted average number of shares outstanding—basic and diluted 6.685  6.549  6.453 
A statement of cash flows has not been presented as Mirion Technologies (TopCo). Ltd. parent company did not 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 years ended June 30, 2021, or 2020.
Note to Condensed Financial Statements of Registrant (Parent Company Only)
Basis of Presentation
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.