mir-20230930

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 September 30, 2023

☐ 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 October 27, 2023, there were 217,972,305 shares of Class A common stock, $0.0001 par value per share, and 7,832,333 shares of Class B common stock, $0.0001 par value per share, issued and outstanding.

Table of Contents

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 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 challenges, the Russia-Ukraine conflict, relations between the United States and China, conflict in the Middle East, foreign exchange, interest rate and inflation trends, any merger, acquisition,divestiture or investment activity, including integration of previously completed mergers and acquisitions, or other strategic transactions and investments, legal claims, litigation, arbitration or similar proceedings, including with respect to customer disputes, and the future or expected impact on us of any epidemic, pandemic or other crises. 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, the relationship between the United States and China, and conflict in the Middle East;

•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;

Table of Contents

•risks related to competition;

•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;

•risks related to the uncertainty of legal claims, litigation, arbitration and similar proceedings;

•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 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 ("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.

Table of Contents

TABLE OF CONTENTS


			Page
PART I - FINANCIAL INFORMATION			5
ITEM 1. Financial Statements (Unaudited)			5
Unaudited Condensed Consolidated Balance Sheets			6
Unaudited Condensed Consolidated Statements of Operations			7
Unaudited Condensed Consolidated Statements of Comprehensive Loss			8
Unaudited Condensed Consolidated Statements of Stockholders' Equity (Deficit)			9
Unaudited Condensed Consolidated Statements of Cash Flows			11
Notes to Condensed Consolidated Financial Statements (Unaudited)			12
Note 1. Nature of Business and Summary of Significant Accounting Policies			12
Note 2. Business Combinations and Acquisitions			15
Note 3. Disposal of a Business			16
Note 4. Contracts in Progress			17
Note 5. Inventories			17
Note 6. Property, Plant and Equipment, Net			18
Note 7. Accrued Expenses and Other Current Liabilities			18
Note 8. Goodwill and Intangible Assets			18
Note 9. Borrowings			21
Note 10. Leased Assets			23
Note 11. Commitments and Contingencies			25
Note 12. Income Taxes			26
Note 13. Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows			26
Note 14. Stock Based Compensation			26
Note 15. Related-Party Transactions			28
Note 16. Segment Information			29
Note 17. Fair Value Measurements			30
Note 18. Derivatives and Hedging			31
Note 19. Loss Per Share			33
Note 20. Restructuring			34
Note 21. Noncontrolling Interests			36
Note 22. Accumulated Other Comprehensive Loss			37
Note 23. Subsequent Events			37
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			38
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk			57
ITEM 4. Controls and Procedures			58
PART II - OTHER INFORMATION			59
ITEM 1. Legal Proceedings			59
ITEM 1A. Risk Factors			59
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			61
ITEM 3. Defaults Upon Senior Securities			61
ITEM 4. Mine Safety Disclosures			61
ITEM 5. Other Information			61
ITEM 6. Exhibits			61
SIGNATURES			63

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022			6
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and September 30, 2022			7
Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2023 and September 30, 2022			8
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2023 and September 30, 2022			9
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and September 30, 2022			11
Notes to Condensed Consolidated Financial Statements (Unaudited)			12
Note 1. Nature of Business and Summary of Significant Accounting Policies			12
Note 2. Business Combinations and Acquisitions			15
Note 3. Disposal of a Business			16
Note 4. Contracts in Progress			17
Note 5. Inventories			17
Note 6. Property, Plant and Equipment, Net			18
Note 7. Accrued Expenses and Other Current Liabilities			18
Note 8. Goodwill and Intangible Assets			18
Note 9. Borrowings			21
Note 10. Leased Assets			23
Note 11. Commitments and Contingencies			25
Note 12. Income Taxes			26
Note 13. Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows			26
Note 14. Stock-Based Compensation			26
Note 15. Related-Party Transactions			28
Note 16. Segment Information			29
Note 17. Fair Value Measurements			30
Note 18. Derivatives and Hedging			31
Note 19. Loss Per Share			33
Note 20. Restructuring			34
Note 21. Noncontrolling Interests			36
Note 22. Accumulated Other Comprehensive Loss/Income			37
Note 23. Subsequent Events			37

Table of Contents

Mirion Technologies, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In millions, except share data)


	September 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	100.5	$	73.5
Restricted cash	0.6		0.5
Accounts receivable, net of allowance for doubtful accounts	151.6		171.2
Costs in excess of billings on uncompleted contracts	72.7		50.0
Inventories	155.7		143.3
Prepaid expenses and other current assets	32.0		33.6
Assets held for sale	—		8.5
Total current assets	513.1		480.6
Property, plant, and equipment, net	128.9		124.3
Operating lease right-of-use assets	33.6		40.1
Goodwill	1,414.6		1,418.0
Intangible assets, net	549.3		650.4
Restricted cash	1.0		1.0
Other assets	18.4		24.3
Total assets	$	2,658.9	$	2,738.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	52.9	$	67.7
Deferred contract revenue	86.2		83.0
Notes payable to third-parties, current	0.1		5.3
Operating lease liability, current	6.9		8.5
Accrued expenses and other current liabilities	82.1		79.8
Total current liabilities	228.2		244.3
Notes payable to third-parties, non-current	684.1		801.5
Warrant liabilities	36.8		30.5
Operating lease liability, non-current	28.9		34.3
Deferred income taxes, non-current	89.2		116.3
Other liabilities	48.4		44.6
Total liabilities	1,115.6		1,271.5
Commitments and contingencies (Note 11)
Stockholders’ equity (deficit):
Class A common stock; $0.0001 par value, 500,000,000 shares authorized; 217,960,513 shares issued and outstanding at September 30, 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; 7,832,333 issued and outstanding at September 30, 2023 and 8,040,540 issued and outstanding at December 31, 2022	—		—
Treasury stock, at cost; 87,647 shares at September 30, 2023 and 0 shares at December 31, 2022	(0.7)		—
Additional paid-in capital	2,052.0		1,882.4
Accumulated deficit	(490.2)		(408.5)
Accumulated other comprehensive loss	(82.4)		(75.7)
Mirion Technologies, Inc. stockholders’ equity	1,478.7		1,398.2
Noncontrolling interests	64.6		69.0
Total stockholders’ equity	1,543.3		1,467.2
Total liabilities and stockholders’ equity	$	2,658.9	$	2,738.7

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Mirion Technologies, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In millions, except per share data)


	Three Months Ended September 30, 2023		Three Months Ended September 30, 2022		Nine Months Ended September 30, 2023		Nine Months Ended September 30, 2022
Revenues:
Product	$	142.6	$	117.1	$	421.6	$	364.4
Service	48.6		43.8		148.9		135.5
Total revenues	191.2		160.9		570.5		499.9
Cost of revenues:
Product	84.8		67.1		243.4		215.6
Service	25.6		24.0		79.2		71.2
Total cost of revenues	110.4		91.1		322.6		286.8
Gross profit	80.8		69.8		247.9		213.1
Operating expenses:
Selling, general and administrative	83.7		89.4		252.8		271.3
Research and development	7.9		8.0		23.9		22.5
Goodwill impairment	—		—		—		55.2
Loss on disposal of business	0.3		—		6.5		—
Total operating expenses	91.9		97.4		283.2		349.0
Loss from operations	(11.1)		(27.6)		(35.3)		(135.9)
Other expense (income):
Interest expense	15.5		13.1		46.1		29.4
Interest income	(1.3)		—		(3.4)		—
Loss on debt extinguishment	—		—		2.6		—
Foreign currency loss, net	1.5		3.1		1.0		7.9
Increase (decrease) in fair value of warrant liabilities	(12.8)		12.0		6.3		(27.5)
Other income, net	(0.3)		(0.4)		(0.6)		(0.5)
Loss before income taxes	(13.7)		(55.4)		(87.3)		(145.2)
Benefit from income taxes	(0.8)		(5.0)		(3.1)		(16.5)
Net loss	(12.9)		(50.4)		(84.2)		(128.7)
Loss attributable to noncontrolling interests	(0.8)		(3.3)		(2.5)		(5.3)
Net loss attributable to Mirion Technologies, Inc.	$	(12.1)	$	(47.1)	$	(81.7)	$	(123.4)

Net loss per common share attributable to Mirion Technologies, Inc. — basic and diluted	$	(0.06)	$	(0.26)	$	(0.42)	$	(0.68)
Weighted average common shares outstanding — basic and diluted	199.223		181.333		195.388		181.058

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Mirion Technologies, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

(In millions)


	Three Months Ended September 30, 2023		Three Months Ended September 30, 2022		Nine Months Ended September 30, 2023		Nine Months Ended September 30, 2022
Net loss	$	(12.9)	$	(50.4)	$	(84.2)	$	(128.7)
Other comprehensive (loss) income, net of tax:
Foreign currency translation, net of tax	(20.3)		(41.9)		(9.1)		(103.3)
Unrecognized actuarial gain and prior service benefit, net of tax	—		—		—		0.1
Unrealized gain (loss) on net investment hedges, net of tax	5.3		—		0.9		—
Unrealized gain on cash flow hedge, net of tax	0.4		—		1.3		—
Other comprehensive (loss) income, net of tax	(14.6)		(41.9)		(6.9)		(103.2)
Comprehensive loss	(27.5)		(92.3)		(91.1)		(231.9)
Less: Comprehensive loss attributable to noncontrolling interest	(1.3)		(4.9)		(2.7)		(10.2)
Comprehensive loss attributable to Mirion Technologies, Inc.	$	(26.2)	$	(87.4)	$	(88.4)	$	(221.7)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Mirion Technologies, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In millions, except share amounts)


	Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
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 redemptions	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
Stock-based compensation expense	—	—		—	—		8.4		—		—		—		8.4
Stock issued for vested restricted stock units	21,414	—		—	—		—		—		—		—		—
Stock compensation to directors in lieu of cash compensation	9,840	—		—	—		0.1		—		—		—		0.1
Conversion of shares of class B common stock to class A common stock	500,000	—		(500,000)	—		4.9		—		—		(4.9)		—
Purchase accounting adjustments to fair value of noncontrolling interests	—	—		—	—		—		—		—		(1.9)		(1.9)
Net loss	—	—		—	—		—		(58.6)		—		(0.7)		(59.3)
Other comprehensive loss	—	—		—	—		—		—		(43.8)		(1.8)		(45.6)
Balance June 30, 2022	200,054,646	$	—	8,060,540	$	—	$	1,866.8	$	(207.9)	$	(78.7)	$	78.7	$	1,658.9
Stock-based compensation expense	—	—		—	—		8.3		—		—		—		8.3
Stock issued for vested restricted stock units	13,488	—		—	—		—		—		—		—		—
Stock compensation to directors in lieu of cash compensation	13,952	—		—	—		0.1		—		—		—		0.1
Conversion of shares of class B common stock to class A common stock	20,000	—		(20,000)	—		0.2		—		—		(0.2)		—
Net loss	—	—		—	—		—		(47.1)		—		(3.3)		(50.4)
Other comprehensive loss	—	—		—	—		—		—		(40.3)		(1.6)		(41.9)
Balance September 30, 2022	200,102,086	$	—	8,040,540	$	—	$	1,875.4	$	(255.0)	$	(119.0)	$	73.6	$	1,575.0

Table of Contents


	Class A Common Stock			Class B Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount
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, 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 income	—	—		—	—		—	—		—		—		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
Stock issued for vested restricted stock units	323,350	—		—	—		—	—		—		—		—		—		—
Stock repurchased to satisfy tax withholding for vesting restricted stock units	(87,647)	—		—	—		87,647	(0.7)		—		—		—		—		(0.7)
Stock compensation to directors in lieu of cash compensation	9,782	—		—	—		—	—		0.1		—		—		—		0.1
Stock-based compensation expense	—	—		—	—		—	—		6.1		—		—		—		6.1
Net loss	—	—		—	—		—	—		—		(27.7)		—		(0.7)		(28.4)
Other comprehensive loss	—	—		—	—		—	—		—		—		(0.6)		—		(0.6)
Balance June 30, 2023	217,933,337	$	—	7,847,333	$	—	87,647	$	(0.7)	$	2,045.6	$	(478.1)	$	(68.3)	$	66.0	$	1,564.5
Stock issued for vested restricted stock units	2,204	—		—	—		—	—		—		—		—		—		—
Stock compensation to directors in lieu of cash compensation	9,972	—		—	—		—	—		0.1		—		—		—		0.1
Conversion of shares of class B common stock to class A common stock	15,000	—		(15,000)	—		—	—		0.1		—		—		(0.1)		—
Stock-based compensation expense	—	—		—	—		—	—		6.2		—		—		—		6.2
Net loss	—	—		—	—		—	—		—		(12.1)		—		(0.8)		(12.9)
Other comprehensive loss	—	—		—	—		—	—		—		—		(14.1)		(0.5)		(14.6)
Balance September 30, 2023	217,960,513	$	—	7,832,333	$	—	87,647	$	(0.7)	$	2,052.0	$	(490.2)	$	(82.4)	$	64.6	$	1,543.3

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Mirion Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In millions)


	Nine Months Ended September 30, 2023		Nine Months Ended September 30, 2022
OPERATING ACTIVITIES:
Net loss	$	(84.2)	$	(128.7)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense	122.8		132.4
Stock-based compensation expense	17.7		24.8
Amortization of debt issuance costs	5.0		2.7
Provision for doubtful accounts	1.5		(0.2)
Inventory obsolescence write down	1.7		0.8
Change in deferred income taxes	(27.3)		(32.3)
Loss on disposal of property, plant and equipment	0.3		0.3
Loss on foreign currency transactions	1.0		7.9
Increase (decrease) in fair values of warrant liabilities	6.3		(27.5)
Amortization of inventory step-up	—		6.3
Goodwill impairment	—		55.2
Loss on disposal of business	6.5		—
Other	(0.6)		0.1
Changes in operating assets and liabilities:
Accounts receivable	15.3		20.0
Costs in excess of billings on uncompleted contracts	(16.4)		(17.4)
Inventories	(14.8)		(35.9)
Prepaid expenses and other current assets	(0.8)		(6.2)
Accounts payable	(15.3)		(1.9)
Accrued expenses and other current liabilities	(0.7)		2.3
Deferred contract revenue and liabilities	7.7		2.8
Other assets	1.2		8.2
Other liabilities	1.3		0.5
Net cash provided by operating activities	28.2		14.2
INVESTING ACTIVITIES:
Acquisitions of businesses, net of cash and cash equivalents acquired	—		(6.6)
Proceeds from sale of business	1.0		—
Purchases of property, plant, and equipment and badges	(25.2)		(22.7)
Proceeds from net investment hedge derivative contracts	2.9		—
Sales of property, plant, and equipment	—		0.8
Other investing	(1.0)		—
Net cash used in investing activities	(22.3)		(28.5)
FINANCING ACTIVITIES:
Issuances of common stock	150.0		—
Common stock issuance costs	(0.2)		—
Stock repurchased to satisfy tax withholding for vesting restricted stock units	(0.4)		—
Principal repayments	(127.3)		(4.6)
Proceeds from net cash flow hedge derivative contracts	0.3		—
Other financing	(0.4)		(0.4)
Net cash provided by (used in) financing activities	22.0		(5.0)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(0.8)		(6.2)
Net increase (decrease) in cash, cash equivalents, and restricted cash	27.1		(25.5)
Cash, cash equivalents, and restricted cash at beginning of period	75.0		85.3
Cash, cash equivalents, and restricted cash at end of period	$	102.1	$	59.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

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," "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) Technologies. 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 Technologies 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 Technologies (formerly known as 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

Table of Contents

separately because each one 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 nine months ended September 30, 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 $7.5 million and $7.4 million as of September 30, 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):


	September 30, 2023		December 31, 2022
Prepaid insurance	$	0.4	$	3.2
Prepaid vendor deposits	4.4		5.1
Prepaid software licenses	4.2		3.2
Short-term marketable securities	5.0		4.3
Income tax receivable and prepaid income taxes	1.4		2.8
Other tax receivables	1.1		1.6
Other current assets	15.5		13.4
	$	32.0	$	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 September 30, 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,

Table of Contents

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.

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 September 30, 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 $798.8 million and $737.4 million as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, the Company expects to recognize approximately 23%, 36%, 17%, and 10% 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 September 30, 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.

Treasury Stock

We account for treasury stock under the cost method pursuant to the provisions of ASC 505-30, Treasury Stock. Under the cost method, the gross cost of the shares reacquired is charged to a contra equity account, treasury stock. The equity accounts that were originally credited for the original share issuance, Common Stock and additional paid-in capital, remain intact.

If the treasury shares are ever reissued in the future at a price higher than its cost, the difference is recorded as a component of additional paid-in-capital in our Condensed Consolidated Balance Sheets. When treasury stock is re-issued at a price lower than its cost, the difference is recorded as a component of additional paid-in-capital to the extent that there are previously recorded gains to offset the losses. If there are no treasury stock gains in additional paid-in-capital, the losses upon re-issuance of treasury stock are recorded as a reduction of retained earnings in our Condensed Consolidated Balance Sheets. If treasury stock is reissued in the future, a cost flow assumption (e.g., FIFO, LIFO or specific identification) will be adopted to compute excesses and deficiencies upon subsequent share reissuance.

Table of Contents

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 September 30, 2023 and December 31, 2022, no customer accounted for more than 10% of the accounts receivable balance.

Recent Accounting Pronouncements

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 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 ("SOFR"). In December 2022, the FASB issued ASU 2022-06 to defer the sunset date of ASC 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the optional expedients in ASC 848.

The Company adopted ASC 848 on June 23, 2023 upon entry into Amendment No. 2 to the Company’s Credit Agreement to transition to SOFR, as further discussed in Note 9, Borrowings. The adoption of this standard did not have an impact on the condensed consolidated financial statements and related disclosures as the optional expedients under ASC 848 have allowed the Company to account for contract modifications as continuations of the existing contracts without further reassessments or remeasurements. Outstanding derivatives (see Note 18, Derivatives and Hedging) at the time of adoption were not impacted by the transition to SOFR.

Accounting Guidance Issued But Not Yet Adopted

In October 2023, the FASB issued ASU 2023-06 “Disclosure Improvements”. ASU 2023-06 clarifies or improves

disclosure and presentation requirements of a variety of topics. For entities subject to the SEC’s existing disclosure requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the codification and will not become effective for any entity. The Company is currently evaluating the impact of 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 Technologies 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 acquisition of CI (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 nine months ended September 30, 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

Table of Contents

increase in Other Accrued Liabilities during the three months ended March 31, 2023. The fair value of net assets recorded for the CI Acquisition was deemed final as of September 30, 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. Disposal of a Business

In the fourth quarter of 2022, the Biodex Rehabilitation ("Rehab") business was deemed as held for sale. On April 3, 2023, the Company closed the sale of Rehab to Salona Global Medical Device Corporation ("Salona") for $1.0 million in cash at closing and an additional $7.0 million in deferred cash payments through January 1, 2024. Subsequent to the closing and during the three months ended June 30, 2023, significant negative events occurred which may impact the Company's ability to collect the remaining $7.0 million of cash payments, including disclosure by Salona that substantial doubt existed as to its ability to continue as a going concern. The Company applied ASC 450 Contingencies to determine the loss on the business disposal since remaining payments are contingent upon Salona's financial situation. Management determined it was not probable that the $7.0 million of cash payments would be collected. The Company recorded a loss on sale of business of $6.5 million in the Condensed Consolidated Statement of Operations during the nine months ended September 30, 2023.

The following table presents information related to the major classes of assets and liabilities that were classified as held for sale related to Rehab as of December 31, 2022 (in millions):


	December 31, 2022
Inventories	$	3.9
Prepaid expenses and other current assets	0.1
Property, plant and equipment — net	0.7
Goodwill	3.8
Assets held for sale	$	8.5

Accrued liabilities	0.7
Other non-current liabilities	0.1
Liabilities held for sale (1)	$	0.8

(1)Included in accrued expenses and other liabilities within the consolidated balance sheets as of December 31, 2022.

Table of Contents

4. Contracts in Progress

Costs and billings on uncompleted construction-type contracts consist of the following (in millions):


	September 30, 2023		December 31, 2022
Costs incurred on contracts (from inception to completion)	$	301.7	$	249.6
Estimated earnings	178.7		163.1
Contracts in progress	480.4		412.7
Less: billings to date	(435.3)		(371.8)
	$	45.1	$	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):


	September 30, 2023		December 31, 2022
Costs and estimated earnings in excess of billings on uncompleted contracts – current	$	72.7	$	50.0
Costs and estimated earnings in excess of billings on uncompleted contracts – non-current (1)	10.2		17.3
Billings in excess of costs and estimated earnings on uncompleted contracts – current (2)	(33.0)		(25.5)
Billings in excess of costs and estimated earnings on uncompleted contracts – non-current (3)	(4.8)		(0.9)
	$	45.1	$	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 and nine months ended September 30, 2023 the Company has recognized revenue of $1.2 million and $14.8 million, respectively, related to the contract liabilities balance as of December 31, 2022.

5. Inventories

The components of inventories consist of the following (in millions):


	September 30, 2023		December 31, 2022
Raw materials	$	69.6	$	69.7
Work in progress	38.3		28.2
Finished goods	47.8		45.4
	$	155.7	$	143.3

Table of Contents

6. Property, Plant and Equipment, Net

Property, plant and equipment, net consist of the following (in millions):


	Depreciable Lives	September 30, 2023		December 31, 2022
Land, buildings, and leasehold improvements	3-39 years	$	47.6	$	46.5
Machinery and equipment	5-15 years	36.4		33.6
Badges	3-5 years	38.2		33.4
Furniture, fixtures, computer equipment and other	3-10 years	30.7		25.8
Construction in progress	—	26.3		15.9
		179.2		155.2
Less: accumulated depreciation and amortization		(50.3)		(30.9)
		$	128.9	$	124.3

Total depreciation expense included in costs of revenues and operating expenses was as follows (in millions):


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Depreciation expense in:
Cost of revenues	$	4.8	$	4.2	$	14.2	$	12.8
Operating expenses	$	3.1	$	3.0	$	8.8	$	7.6

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in millions):


	September 30, 2023		December 31, 2022
Compensation and related benefit costs	$	32.9	$	37.6
Customer deposits	12.5		8.5
Accrued commissions	0.5		0.4
Accrued warranty costs	4.1		4.4
Non-income taxes payable	10.0		8.7
Pension and other post-retirement obligations	0.6		0.3
Income taxes payable	8.6		5.5
Restructuring	0.2		1.5
Liabilities held for sale	—		0.8
Other accrued expenses	12.7		12.1
Total	$	82.1	$	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.

Table of Contents

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.

A quantitative test performed upon the occurrence of a triggering event compares the fair value of a reporting unit with its carrying amount. The Company determines fair values for each of the reporting units, as applicable, using the market approach, when available and appropriate, or the income approach, or a combination of both. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time the Company performs the valuation. If multiple valuation methodologies are used, the results are weighted appropriately.

Valuations using the market approach are derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses is based on the markets in which the reporting units operate giving consideration to risk profiles, size, geography, and diversity of products and services. A market approach is limited to reporting units for which there are publicly traded companies that have characteristics similar to the Company's businesses.

Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company uses its internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for each business. Actual results may differ from those assumed in the forecasts. The Company derives its discount rates using a capital asset pricing model and by analyzing published rates for industries relevant to its reporting units to estimate the cost of equity financing. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in internally developed forecasts.

During the nine months ended September 30, 2022, the Company concluded that a triggering event had occurred in the Radiation Monitoring Systems ("RMS") reporting unit of the Technologies segment as a result of the Russia-Ukraine conflict. Goodwill in the Technologies segment was recognized as a result of the Mirion Business Combination in October 2021, at which time approximately $257.2 million of goodwill was attributed to the RMS reporting unit. In May 2022, one of the customers in the RMS reporting unit terminated a contract with a Russian state-owned entity to build a nuclear power plant in Finland. The remaining performance obligation related to this contract within our backlog was approximately $67 million, of which approximately 80% was scheduled to be recognized as revenue over the next five years.

Therefore, due to the impact on our planned revenues, the Company conducted a quantitative test for the RMS reporting unit, determining the fair value by estimating the present value of expected future cash flows, discounted by the applicable discount rate of 10.5% (compared to 9% used in determining the initial goodwill from the Business Combination) and assumed a terminal future cash flows growth rate of 3.5%. The Company also compared fair value to peer company multiples which have decreased since the date of the Business Combination. As the carrying value exceeded the fair value, the Company recognized its best estimate of a non-cash impairment loss of $55.2 million during the nine months ended September 30, 2022. The impairment loss was recorded in the caption "Goodwill impairment" in our Condensed Consolidated Statements of Operations. After the impairment loss and the impact of translation, $165.1 million of goodwill remained associated with the RMS reporting unit as of September 30, 2022.

No goodwill impairment was recognized for the three and nine months ended September 30, 2023, respectively.

The following table shows changes in the carrying amount of goodwill by reportable segment as of September 30, 2023 and December 31, 2022 (in millions):


	Medical		Technologies		Consolidated
Balance—December 31, 2022	$	616.0	$	802.0	$	1,418.0
Measurement period adjustment	—		0.9		0.9
Translation adjustment	—		(4.3)		(4.3)
Balance—September 30, 2023	$	616.0	$	798.6	$	1,414.6

A portion of goodwill is deductible for income tax purposes.

Table of Contents

Gross carrying amounts and cumulative goodwill impairment losses are as follows (in millions):


	September 30, 2023				December 31, 2022
	Gross Carrying Amount		Cumulative Impairment		Gross Carrying Amount		Cumulative Impairment
Goodwill	$	1,626.4	$	(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.

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):


		September 30, 2023
	Original Average Life in Years	Gross Carrying Amount		Accumulated Amortization		Net Book Value
Customer relationships	6 - 13	$	336.0	$	(127.8)	$	208.2
Distributor relationships	7 - 13	60.8		(14.1)		46.7
Developed technology	5 - 16	247.8		(59.3)		188.5
Trade names	3 - 10	97.8		(19.3)		78.5
Backlog and other	1 - 4	74.4		(47.0)		27.4
Total