Mirion Technologies, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Fair Value Measurements

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

The Company applies fair value accounting to all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The fair value of the Company’s cash and cash equivalents, restricted cash, accounts receivable, and other current assets and liabilities approximates their carrying amounts due to the relatively short maturity of these items. The fair value of third-party notes payable approximates the carrying value because the interest rates are variable and reflect market rates.

Fair Value of Financial Instruments

The Company categorizes assets and liabilities recorded at fair value in the consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. It is not practicable due to cost and effort for the Company to estimate the fair value of notes issued to related parties primarily due to the nature of their terms relative to the entity’s capital structure.

Assets and liabilities carried at fair value are valued and disclosed in one of the following three levels of the valuation hierarchy:

Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs are quoted prices in active markets for similar assets or liabilities or inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs are unobservable and require significant management judgment or estimation.

The following table summarizes the financial assets and liabilities of the Company that are measured at fair value on a recurring basis (in millions):


Successor
	Fair Value Measurements at December 31, 2022
	Level 1		Level 2		Level 3
Assets
Cash, cash equivalents, and restricted cash (Note 13)	$	75.0	$	—	$	—
Discretionary retirement plan (Note 14)	$	3.1	$	0.9	$	—
Accrued interest receivable on cross-currency rate swaps (Note 19)	$	—	$	0.1	$	—
Liabilities
Discretionary retirement plan (Note 14)	$	3.1	$	0.9	$	—
Public warrants	$	21.0	$	—	$	—
Private placement warrants	$	—	$	9.5	$	—
Cross-currency rate swaps (Note 19)	$	—	12.9		$	—

	Fair Value Measurements at December 31, 2021
	Level 1		Level 2		Level 3
Assets
Cash, cash equivalents, and restricted cash (Note 13)	$	85.3	$	—	$	—
Discretionary retirement plan (Note 14)	$	3.7	$	0.8	$	—
Liabilities
Discretionary retirement plan (Note 14)	$	3.7	$	0.8	$	—
Public warrants	$	46.9	$	—	$	—
Private placement warrants	$	—	$	21.2	$	—

Predecessor
	Fair Value Measurements at June 30, 2021
	Level 1		Level 2		Level 3
Assets
Cash, cash equivalents, and restricted cash (Note 13)	$	102.4	$	—	$	—
Discretionary retirement plan (Note 14)	$	3.4	$	0.8	$	—
Liabilities
Discretionary retirement plan (Note 14)	$	3.4	$	0.8	$	—

The Cross-Currency Rate Swaps the Company entered into in the year ended December 31, 2022 are not exchange traded instruments and their fair value is determined using the cash flows of the swap contracts, discount rates to account for the passage of time, current foreign exchange market data and credit risk, which are all based on inputs readily available in public markets and categorized as Level 2 fair value hierarchy measurements.

As of December 31, 2022 and December 31, 2021, the fair value of Public Warrants issued in connection with GSAH's IPO have been measured based on the listed market price of such Public Warrants, a Level 1 measurement.

As the transfer of Private Placement Warrants 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.

For the year ended December 31, 2022, the Company recognized an unrealized gain resulting from a decrease in the fair value of the warrant liabilities of $37.6 million, which is presented in the consolidated statements of operations as change in fair value of warrant liabilities.

Nonrecurring Basis Fair Value Measurements

There are nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis such as assets and liabilities held for sale. In November 2022, the Company reached an agreement to sell Rehab business for $8.0 million. As such, the Company classified related assets and liabilities of Rehab as held for sale.

The fair value of assets held for sale was measured on a non-recurring basis based on the lower of the carrying amount or fair value less cost to sell. The fair value measurement was categorized as Level 3, as the fair values utilize significant unobservable inputs.

The Company recorded an impairment loss of $3.5 million during the period ended December 31, 2022 representing the difference between fair value less cost to sell and carrying value. See Note 2. Business Held for Sale for further details.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details