Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39352 | |
Entity Registrant Name | Mirion Technologies, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-0974996 | |
Entity Address, Address Line One | 1218 Menlo Drive | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30318 | |
City Area Code | 770 | |
Local Phone Number | 432-2744 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001809987 | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | MIR | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 200,113,340 | |
Warrant | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | MIR WS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,040,540 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 58.4 | $ 84 |
Restricted cash | 0.5 | 0.6 |
Accounts receivable, net of allowance for doubtful accounts | 133.2 | 157.4 |
Costs in excess of billings on uncompleted contracts | 67.8 | 56.3 |
Inventories | 143.1 | 123.6 |
Prepaid expenses and other current assets | 35 | 31.5 |
Total current assets | 438 | 453.4 |
Property, plant, and equipment, net | 120.5 | 124 |
Operating lease right-of-use assets | 41.8 | 45.7 |
Goodwill | 1,551 | 1,662.6 |
Intangible assets, net | 668.5 | 806.9 |
Restricted cash | 0.9 | 0.7 |
Other assets | 14.6 | 24.7 |
Total assets | 2,835.3 | 3,118 |
Current liabilities: | ||
Accounts payable | 60.9 | 59.4 |
Deferred contract revenue | 72.5 | 73 |
Notes payable to third-parties, current | 5.2 | 3.9 |
Operating lease liability, current | 8.6 | 9.3 |
Accrued expenses and other current liabilities | 74.1 | 75.4 |
Total current liabilities | 221.3 | 221 |
Notes payable to third-parties, non-current | 802.8 | 806.8 |
Warrant liabilities | 40.6 | 68.1 |
Operating lease liability, non-current | 36.4 | 40.6 |
Deferred income taxes, non-current | 120.7 | 161 |
Other liabilities | 38.5 | 36.5 |
Total liabilities | 1,260.3 | 1,334 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity (deficit): | ||
Additional paid-in capital | 1,875.4 | 1,845.5 |
Accumulated deficit | (255) | (131.6) |
Accumulated other comprehensive loss | (119) | (20.7) |
Mirion Technologies, Inc. (Successor) stockholders’ equity | 1,501.4 | 1,693.2 |
Noncontrolling interests | 73.6 | 90.8 |
Total stockholders’ equity | 1,575 | 1,784 |
Total liabilities and stockholders’ equity | 2,835.3 | 3,118 |
Class A Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock par value $0.001 | 0 | 0 |
Class B Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock par value $0.001 | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock, shares outstanding (in shares) | 18,750,000 | |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 200,102,086 | 199,523,292 |
Common stock, shares outstanding (in shares) | 200,102,086 | 199,523,292 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 8,040,540 | 8,560,540 |
Common stock, shares outstanding (in shares) | 8,040,540 | 8,560,540 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues: | ||||
Total revenues | $ 160,900,000 | $ 144,300,000 | $ 499,900,000 | $ 490,500,000 |
Cost of revenues: | ||||
Total cost of revenues | 91,100,000 | 82,400,000 | 286,800,000 | 286,500,000 |
Gross profit | 69,800,000 | 61,900,000 | 213,100,000 | 204,000,000 |
Operating expenses: | ||||
Selling, general and administrative | 89,400,000 | 62,300,000 | 271,300,000 | 189,400,000 |
Research and development | 8,000,000 | 8,500,000 | 22,500,000 | 27,700,000 |
Goodwill impairment | 0 | 0 | 55,200,000 | 0 |
Total operating expenses | 97,400,000 | 70,800,000 | 349,000,000 | 217,100,000 |
Loss from operations | (27,600,000) | (8,900,000) | (135,900,000) | (13,100,000) |
Other expense (income): | ||||
Third party interest expense | 13,100,000 | 10,800,000 | 29,400,000 | 32,700,000 |
Related party interest expense (Note 8) | 0 | 33,000,000 | 0 | 97,800,000 |
Foreign currency loss (gain), net | 3,100,000 | (1,400,000) | 7,900,000 | (4,300,000) |
Increase (decrease) in fair value of warrant liabilities | 12,000,000 | 0 | (27,500,000) | 0 |
Other expense (income), net | (400,000) | 100,000 | (500,000) | (600,000) |
Loss before income taxes | (55,400,000) | (51,400,000) | (145,200,000) | (138,700,000) |
(Benefit from) provision for income taxes | (5,000,000) | (4,700,000) | (16,500,000) | 2,600,000 |
Net loss | (50,400,000) | (46,700,000) | (128,700,000) | (141,300,000) |
Loss attributable to noncontrolling interests | (3,300,000) | 0 | (5,300,000) | 0 |
Net loss attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) stockholders | $ (47,100,000) | $ (46,700,000) | $ (123,400,000) | $ (141,300,000) |
Net loss per common share attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) stockholders — basic (in dollars per share) | $ (0.26) | $ (7.01) | $ (0.68) | $ (21.33) |
Net loss per common share attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) stockholders — diluted (in dollars per share) | $ (0.26) | $ (7.01) | $ (0.68) | $ (21.33) |
Weighted average common shares outstanding — basic (in shares) | 181,333 | 6,665 | 181,058 | 6,623 |
Weighted average common shares outstanding — diluted (in shares) | 181,333 | 6,665 | 181,058 | 6,623 |
Product | ||||
Revenues: | ||||
Total revenues | $ 117,100,000 | $ 107,300,000 | $ 364,400,000 | $ 374,900,000 |
Cost of revenues: | ||||
Total cost of revenues | 67,100,000 | 64,500,000 | 215,600,000 | 231,000,000 |
Service | ||||
Revenues: | ||||
Total revenues | 43,800,000 | 37,000,000 | 135,500,000 | 115,600,000 |
Cost of revenues: | ||||
Total cost of revenues | $ 24,000,000 | $ 17,900,000 | $ 71,200,000 | $ 55,500,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (50.4) | $ (46.7) | $ (128.7) | $ (141.3) |
Foreign currency translation, net of tax | (41.9) | (11.1) | (103.3) | (23.1) |
Unrecognized actuarial gain and prior service benefit, net of tax | 0 | 0.7 | 0.1 | 1.4 |
Other comprehensive loss, net of tax | (41.9) | (10.4) | (103.2) | (21.7) |
Comprehensive loss | (92.3) | (57.1) | (231.9) | (163) |
Less: Comprehensive loss attributable to noncontrolling interest | (4.9) | 0 | (10.2) | 0 |
Comprehensive loss attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) stockholders | $ (87.4) | $ (57.1) | $ (221.7) | $ (163) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Millions | Total | Class A Common Stock | Class B Common Stock | Ordinary Shares A Ordinary Shares | Ordinary Shares B Ordinary Shares | Additional Paid-In Capital | Receivable from Employees for purchase of Common Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2020 | 1,483,795 | 5,353,970 | ||||||||
Beginning balance at Dec. 31, 2020 | $ (733.4) | $ 0.1 | $ 9.6 | $ (2.4) | $ (793.4) | $ 50.5 | $ 2.2 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation expense | (0.1) | (0.1) | ||||||||
Receivable from employees | (0.1) | (0.1) | ||||||||
Net loss | (40.7) | (40.7) | ||||||||
Other comprehensive loss | (17.9) | (17.9) | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | 1,483,795 | 5,353,970 | ||||||||
Ending balance at Mar. 31, 2021 | (792.2) | $ 0.1 | 9.5 | (2.5) | (834.1) | 32.6 | 2.2 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 1,483,795 | 5,353,970 | ||||||||
Beginning balance at Dec. 31, 2020 | (733.4) | $ 0.1 | 9.6 | (2.4) | (793.4) | 50.5 | 2.2 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (141.3) | |||||||||
Other comprehensive loss | (21.7) | |||||||||
Ending balance (in shares) at Sep. 30, 2021 | 1,483,795 | 5,353,970 | ||||||||
Ending balance at Sep. 30, 2021 | (899) | $ 0.1 | 9.5 | (1.9) | (937.6) | 28.8 | 2.1 | |||
Beginning balance (in shares) at Mar. 31, 2021 | 1,483,795 | 5,353,970 | ||||||||
Beginning balance at Mar. 31, 2021 | (792.2) | $ 0.1 | 9.5 | (2.5) | (834.1) | 32.6 | 2.2 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Receivable from employees | 0.1 | 0.1 | ||||||||
Net loss | (54) | (53.9) | (0.1) | |||||||
Other comprehensive loss | 6.6 | 6.6 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 1,483,795 | 5,353,970 | ||||||||
Ending balance at Jun. 30, 2021 | (839.5) | $ 0.1 | 9.5 | (2.4) | (888) | 39.2 | 2.1 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Impairment loss on lease adoption | (2.9) | (2.9) | ||||||||
Receivable from employees | 0.5 | 0.5 | ||||||||
Net loss | (46.7) | (46.7) | 0 | |||||||
Other comprehensive loss | (10.4) | (10.4) | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 1,483,795 | 5,353,970 | ||||||||
Ending balance at Sep. 30, 2021 | (899) | $ 0.1 | 9.5 | $ (1.9) | (937.6) | 28.8 | 2.1 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 199,523,292 | 8,560,540 | ||||||||
Beginning balance at Dec. 31, 2021 | 1,784 | 1,845.5 | (131.6) | (20.7) | 90.8 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation expense | 7.8 | 7.8 | ||||||||
Warrant exercises (in shares) | 100 | |||||||||
Stock compensation to directors in lieu of cash compensation | 0.1 | 0.1 | ||||||||
Net loss | (19) | (17.7) | (1.3) | |||||||
Other comprehensive loss | (15.7) | (14.2) | (1.5) | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 199,523,392 | 8,560,540 | ||||||||
Ending balance at Mar. 31, 2022 | 1,757.2 | 1,853.4 | (149.3) | (34.9) | 88 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 199,523,292 | 8,560,540 | ||||||||
Beginning balance at Dec. 31, 2021 | 1,784 | 1,845.5 | (131.6) | (20.7) | 90.8 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation expense | 8.3 | 8.3 | ||||||||
Net loss | (128.7) | |||||||||
Other comprehensive loss | (103.2) | |||||||||
Ending balance (in shares) at Sep. 30, 2022 | 200,102,086 | 8,040,540 | ||||||||
Ending balance at Sep. 30, 2022 | 1,575 | 1,875.4 | (255) | (119) | 73.6 | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 199,523,392 | 8,560,540 | ||||||||
Beginning balance at Mar. 31, 2022 | 1,757.2 | 1,853.4 | (149.3) | (34.9) | 88 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock issued for vested restricted stock units (in shares) | 21,414 | |||||||||
Stock compensation to directors in lieu of cash compensation (in shares) | 9,840 | |||||||||
Stock compensation to directors in lieu of cash compensation | 0.1 | 0.1 | ||||||||
Conversion of shares of class B shares of common stock to class A (in shares) | 500,000 | (500,000) | ||||||||
Conversion of shares of class B shares of common stock to class A | 0 | 4.9 | (4.9) | |||||||
Purchase accounting adjustments to fair value of noncontrolling interests | (1.9) | (1.9) | ||||||||
Net loss | (59.3) | (58.6) | (0.7) | |||||||
Other comprehensive loss | (45.6) | (43.8) | (1.8) | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 200,054,646 | 8,060,540 | ||||||||
Ending balance at Jun. 30, 2022 | 1,658.9 | 1,866.8 | (207.9) | (78.7) | 78.7 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation expense | 8.4 | 8.4 | ||||||||
Stock issued for vested restricted stock units (in shares) | 13,488 | |||||||||
Stock compensation to directors in lieu of cash compensation (in shares) | 13,952 | |||||||||
Stock compensation to directors in lieu of cash compensation | 0.1 | 0.1 | ||||||||
Conversion of shares of class B shares of common stock to class A (in shares) | 20,000 | (20,000) | ||||||||
Conversion of shares of class B shares of common stock to class A | 0 | 0.2 | (0.2) | |||||||
Net loss | (50.4) | (47.1) | (3.3) | |||||||
Other comprehensive loss | (41.9) | (40.3) | (1.6) | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 200,102,086 | 8,040,540 | ||||||||
Ending balance at Sep. 30, 2022 | $ 1,575 | $ 1,875.4 | $ (255) | $ (119) | $ 73.6 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (128,700,000) | $ (141,300,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Accrual of in-kind interest on notes payable to related parties | 0 | 96,800,000 |
Depreciation and amortization expense | 132,400,000 | 70,100,000 |
Stock-based compensation expense | 24,800,000 | (100,000) |
Amortization of debt issuance costs | 2,700,000 | 2,700,000 |
Provision for doubtful accounts | (200,000) | 1,700,000 |
Inventory obsolescence write down | 800,000 | 500,000 |
Change in deferred income taxes | (32,300,000) | 1,900,000 |
Loss on disposal of property, plant and equipment | 300,000 | 0 |
Loss (gain) on foreign currency transactions | 7,900,000 | (4,300,000) |
Decrease in fair values of warrant liabilities | (27,500,000) | 0 |
Amortization of deferred revenue step-down | 0 | 11,700,000 |
Amortization of inventory step-up | 6,300,000 | 4,700,000 |
Goodwill impairment | 55,200,000 | 0 |
Other | 100,000 | 3,400,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 20,000,000 | 2,400,000 |
Costs in excess of billings on uncompleted contracts | (17,400,000) | (9,800,000) |
Inventories | (35,900,000) | (2,300,000) |
Prepaid expenses and other current assets | (6,200,000) | (5,200,000) |
Accounts payable | (1,900,000) | 7,200,000 |
Accrued expenses and other current liabilities | 2,300,000 | (6,300,000) |
Deferred contract revenue | 2,800,000 | 5,100,000 |
Other assets | 8,200,000 | (2,200,000) |
Other liabilities | 500,000 | 8,100,000 |
Net cash provided by operating activities | 14,200,000 | 44,800,000 |
INVESTING ACTIVITIES: | ||
Acquisitions of businesses, net of cash and cash equivalents acquired | (6,600,000) | (15,900,000) |
Purchases of property, plant, and equipment and badges | (22,700,000) | (22,700,000) |
Sales of property, plant, and equipment | 800,000 | 0 |
Net cash used in investing activities | (28,500,000) | (38,600,000) |
FINANCING ACTIVITIES: | ||
Borrowings from notes payable to third-parties, net of discount and issuance costs | 0 | 1,900,000 |
Principal repayments | (4,600,000) | (12,200,000) |
Other financing | (400,000) | 0 |
Net cash used in financing activities | (5,000,000) | (10,300,000) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (6,200,000) | (2,700,000) |
Net decrease in cash, cash equivalents, and restricted cash | (25,500,000) | (6,800,000) |
Cash, cash equivalents, and restricted cash at beginning of period | 85,300,000 | 108,700,000 |
Cash, cash equivalents, and restricted cash at end of period | $ 59,800,000 | $ 101,900,000 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | 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, 2021, 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 allocable 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 19, Noncontrolling Interests. On October 20, 2021, the Board of Directors determined to change Mirion TopCo's fiscal year end from June 30 th of each year to December 31 st of each year in order to align Mirion’s fiscal year end with GSAH’s fiscal year end. Predecessor and Successor Reporting The financial statements separate the Company’s presentation into two distinct periods. The period before the Closing Date of the Business Combination (the "Predecessor Period") depicts the financial statements of Mirion TopCo, and the period after the Closing (the "Successor Period") depicts the financial statements of the Company, including the consolidation of GSAH with Mirion Technologies, Inc. The Business Combination was accounted for under Accounting Standards Codification ("ASC") 805, Business Combinations. GSAH was determined to be the accounting acquirer. Mirion Technologies, Inc. constitutes a business in accordance with ASC 805 and the business combination constitutes a change in control. Accordingly, the Business Combination is being accounted for using the acquisition method. Under this method of accounting, Mirion TopCo is treated as the “acquired” company for financial reporting purposes and the acquired net assets were stated at fair value, with goodwill or other intangible assets recorded. 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. 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 develops, manufactures and markets distinct products and services. Refer to Note 15, 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 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 $4.9 million and $5.4 million as of September 30, 2022 and December 31, 2021, 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): Successor September 30, 2022 December 31, 2021 Prepaid insurance $ 1.4 $ 5.3 Short-term marketable securities 4.1 4.9 Income tax receivable and prepaid income taxes 3.6 3.9 Other current assets 25.9 17.4 $ 35.0 $ 31.5 Facility and Equipment Decommissioning Liabilities The Company has asset retirement obligations (“ARO”) consisting primarily of equipment and facility decommissioning costs. ARO liabilities totaled $2.9 million and $3.1 million at September 30, 2022 and December 31, 2021, respectively, 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. 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 3, Contracts in Progress for further details. Remaining Performance Obligations The remaining performance obligations for all open contracts as of September 30, 2022 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 $726.4 million and $747.5 million as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, the Company expects to recognize approximately 26%, 39%, 17%, and 7% of the remaining performance obligations as revenue during the fiscal years 2022, 2023, 2024 and 2025, 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 15, Segment Information . Warrant Liability As of September 30, 2022, the Company had outstanding warrants to purchase up to 27,249,879 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 16, 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 September 30, 2022 and December 31, 2021, 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 ”. |
Business Combinations and Acqui
Business Combinations and Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations and Acquisitions | Business Combinations and Acquisitions On October 20, 2021, Mirion Technologies, Inc. consummated its previously announced Business Combination pursuant to the Business Combination Agreement. On December 1, 2021, the Company acquired 100% of the equity interest of CIRS. 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 US GAAP consideration is $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 and nine months ended September 30, 2022. 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. The purchases of these 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. Measurement period adjustments to the previously disclosed preliminary fair value of net assets acquired in the Business Combination and in the CIRS acquisition were recorded in the first three quarters of 2022, resulting in a $2.7 million net increase in goodwill and corresponding $3.8 million net decrease in non-current deferred tax assets and taxes payable, $1.8 million decrease in noncontrolling interest, and $0.7 million decrease in other for the nine months ended September 30, 2022. The estimated fair values of all assets acquired and liabilities assumed in the acquisitions are provisional and may be revised as a result of additional information obtained during the measurement period of up to one year from the acquisition dates, including but not limited to valuation of tax accounts, property, plant and equipment and intangible assets. |
Contracts in Progress
Contracts in Progress | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contracts in Progress | Contracts in Progress Costs and billings on uncompleted construction-type contracts consist of the following (in millions): Successor September 30, 2022 December 31, 2021 Costs incurred on contracts (from inception to completion) $ 231.3 $ 199.4 Estimated earnings 137.8 125.5 Contracts in progress 369.1 324.9 Less: billings to date (319.4) (281.8) $ 49.7 $ 43.1 The carrying amounts related to uncompleted construction-type contracts are included in the accompanying Condensed Consolidated Balance Sheets under the following captions (in millions): Successor September 30, 2022 December 31, 2021 Costs and estimated earnings in excess of billings on uncompleted contracts – current $ 67.8 $ 56.3 Costs and estimated earnings in excess of billings on uncompleted contracts – non-current (1) 5.2 6.5 Billings in excess of costs and estimated earnings on uncompleted contracts – current (2) (17.6) (17.6) Billings in excess of costs and estimated earnings on uncompleted contracts – non-current (3) (5.7) (2.1) $ 49.7 $ 43.1 (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, 2022 the Company has recognized revenue of $2.6 million and $8.9 million, respectively, related to the contract liabilities balance as of December 31, 2021. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventories [Abstract] | |
Inventories | Inventories The components of inventories consist of the following (in millions): Successor September 30, 2022 December 31, 2021 Raw materials $ 65.5 $ 56.8 Work in progress 32.9 26.6 Finished goods 44.7 40.2 $ 143.1 $ 123.6 Inventories as of December 31, 2021 include $6.3 million of fair value step-up from purchase accounting which was recognized as cost of revenues as related inventory was sold during the nine months ended September 30, 2022. |
Property, Plant, and Equipment,
Property, Plant, and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net consist of the following (in millions): Successor Depreciable September 30, 2022 December 31, 2021 Land, buildings, and leasehold improvements 3-39 years $ 44.8 $ 45.0 Machinery and equipment 5-15 years 30.1 26.7 Badges 3-5 years 31.4 27.9 Furniture, fixtures, computer equipment and other 3-10 years 23.5 16.7 Construction in progress — 14.5 12.2 144.3 128.5 Less: accumulated depreciation and amortization (23.8) (4.5) $ 120.5 $ 124.0 Total depreciation expense included in costs of revenues and operating expenses was as follows (in millions): Successor Predecessor Successor Predecessor Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Depreciation expense in: Cost of revenues $ 4.2 $ 3.3 $ 12.8 $ 11.0 Operating expenses $ 3.0 $ 1.7 $ 7.6 $ 5.8 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in millions): Successor September 30, 2022 December 31, 2021 Compensation and related benefit costs $ 34.5 $ 34.0 Customer deposits 6.7 8.8 Accrued commissions 0.6 0.9 Accrued warranty costs 5.4 5.9 Non-income taxes payable 6.8 7.5 Pension and other post-retirement obligations 0.3 0.3 Income taxes payable 6.5 3.2 Restructuring 1.7 1.4 Deferred and contingent consideration 1.3 2.0 Other accrued expenses 10.3 11.4 Total $ 74.1 $ 75.4 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 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. 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 our 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 Industrial segment as a result of the Russia-Ukraine conflict. Goodwill in the Industrial 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 months ended September 30, 2022 and the three and nine months ended September 30, 2021, respectively. The following table shows changes in the carrying amount of goodwill by reportable segment as of September 30, 2022 and December 31, 2021 (in millions): Successor Medical Industrial Consolidated Balance—December 31, 2021 $ 712.5 $ 950.1 $ 1,662.6 CI acquisition 4.9 4.9 Goodwill impairment — (55.2) (55.2) Business Combination and other acquisitions - measurement period adjustments (1.9) 4.6 2.7 Translation adjustment — (64.0) (64.0) Balance—September 30, 2022 $ 710.6 $ 840.4 $ 1,551.0 A portion of goodwill is deductible for income tax purposes. No triggering events for interim goodwill impairment testing occurred in the third quarter of 2022. However, the Company will continue to monitor macroeconomic conditions, including impacts to interest and Euro foreign exchange rates, which continue to be volatile. While the Company believes the long-term outlooks of the Company's end markets remain strong, continued future declines in macroeconomic conditions could result in a goodwill impairment in one or more of our reporting units. Our required annual goodwill impairment assessment for all reporting units will be performed during the fourth quarter of 2022. 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): Successor September 30, 2022 Original Average Gross Carrying Accumulated Net Book Customer relationships 6 - 13 $ 330.9 $ (65.6) $ 265.2 Distributor relationships 7 - 13 60.6 (6.9) 53.7 Developed technology 5 - 16 240.9 (27.9) 213 Trade names 3 - 10 95.6 (9.2) 86.4 Backlog and other 1 - 4 80.6 (30.5) 50.1 Total $ 808.6 $ (140.1) $ 668.5 December 31, 2021 Original Average Gross Carrying Accumulated Net Book Customer relationships 6 - 13 $ 341.0 $ (15.3) $ 325.7 Distributor relationships 7 - 13 61.0 (1.5) 59.5 Developed technology 5 - 16 251.2 (5.9) 245.3 Trade names 3 - 10 100.0 (2.1) 97.9 Backlog and other 1 - 4 85.7 (7.2) 78.4 Total $ 838.9 $ (32.0) $ 806.9 Aggregate amortization expense for intangible assets included in cost of revenues and operating expenses was as follows (in millions): Successor Predecessor Successor Predecessor Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Amortization expense for intangible assets in: Cost of revenues $ 6.6 $ 5.4 $ 19.9 $ 16.7 Operating expenses $ 28.6 $ 10.7 $ 91.6 $ 36.6 |
Borrowings
Borrowings | 9 Months Ended |
Sep. 30, 2022 | |
Borrowings [Abstract] | |
Borrowings | Borrowings On June 17, 2021, Mirion and certain selling shareholders (the "Sellers") entered into the Business Combination Agreement with GSAH, a special purpose acquisition company. On October 20, 2021, Mirion consummated the Business Combination pursuant to the Business Combination Agreement, combining with a subsidiary of GSAH at the Closing, for total consideration of approximately $2.6 billion. The Sellers received cash consideration of approximately $1.3 billion and 30,401,902 shares of Class A and 8,560,540 shares of Class B common stock valued at approximately $0.4 billion on the Closing Date (based upon a $10.45 average price per share of GSAH's Class A common stock on the Closing Date). The Shareholder Notes and Management Notes (each as defined below) were acquired by GSAH at the Closing for a price equal to the full outstanding principal amount together with all accrued but unpaid interest up to but excluding the Closing Date using a portion of the Business Combination Consideration. In connection with the Closing, GSAH contributed the Shareholder Notes and the Management Notes to Mirion TopCo, and then the Shareholder Notes and Management Notes were extinguished in full. Borrowings under the 2019 Credit Facility (as defined below) as of the Closing Date were paid in full through the cash consideration and new financing obtained through the 2021 Credit Agreement described below. Third-party notes payable consist of the following (in millions): Successor September 30, 2022 December 31, 2021 2021 Credit Agreement $ 823.8 $ 828.3 Canadian Financial Institution 1.0 1.2 Other 1.9 2.3 Draw on revolving line of credit — — Total third-party borrowings 826.7 831.8 Less: notes payable to third-parties, current (5.2) (3.9) Less: deferred financing costs (18.7) (21.1) Notes payable to third-parties, non-current $ 802.8 $ 806.8 As of September 30, 2022 and December 31, 2021, the fair market value of the Company's 2021 Credit Agreement was $784.7 million and $825.2 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 September 30, 2022 and December 31, 2021. 2021 Credit Agreement In connection with the Business Combination, certain subsidiaries of the Company entered into 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 September 30, 2022 and December 31, 2021. 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 5.63% and 3.25% as of September 30, 2022 and December 31, 2021, respectively. The Company repaid $4.6 million and $1.7 million for the nine month period ended September 30, 2022 and for Successor Period ended December 31, 2021, respectively, yielding an outstanding balance of approximately $823.8 million and $828.3 million as of September 30, 2022 and December 31, 2021, respectively. 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 September 30, 2022 and December 31, 2021. Additionally, the Company has standby letters of credit issued under its 2021 Credit Agreement that reduce the availability under the revolver of $8.3 million and $8.1 million as of September 30, 2022 and December 31, 2021, respectively. The amount available on the revolver as of September 30, 2022 and December 31, 2021 was approximately $81.7 million and $81.9 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 and nine month period ended September 30, 2022, we incurred approximately $0.9 million and $2.7 million, respectively, of amortization expense of the deferred financing costs. 2019 Credit Facility In conjunction with the Business Combination, the 2021 Credit Agreement refinanced and replaced the 2019 Credit Facility. The 2019 Credit Facility provided for financing of a $450.0 million senior secured term loan facility and a €125.0 million term loan facility, as well as a $90.0 million revolving line of credit. The 2019 Credit Facility was amended to provide an additional $225.0 million, $34.0 million and $66.0 million in gross proceeds from the USD term loan in December 2020, July 2019, and December 2019, respectively. USD term loan – The term loan had a seven-year term (expiring March 2026), bearing interest at the greater of Adjusted London Interbank Offered Rate (“LIBOR”) or 0%, plus 4.00%, and had quarterly principal repayments of 0.25% of the original principal balance. The interest rate was 4.15% as of September 30, 2021. The Company repaid $3.9 million for the nine month period ended September 30, 2021. Euro term loan - The Euro portion of the term loan had a seven-year term (expiring March 2026), bearing interest at the greater of European union interbank market (“Euribor”) or 0%, plus 4.25% and has quarterly principal repayments of 0.25% of the original principal balance. As of September 30, 2021, the interest rate was 4.25%. The Company repaid $0.7 million for the nine months ended September 30, 2021. Revolving Line of Credit - The revolving line of credit arrangement had a five-year term and bearing interest at the greater of LIBOR or 0%, plus 4.00%. The agreement requires the payment of a commitment fee of 0.50% per annum for unused commitments. The revolving line of credit matures in March 2024, 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. Deferred Financing Costs As noted above, the 2021 Credit Agreement refinanced and replaced the 2019 Credit Facility. In conjunction with the Business Combination purchase accounting we wrote off the remaining unamortized original issue discounts (OID) and debt issuance costs of $15.4 million related to the term loan and $0.4 million related to the revolving line of credit and recorded as a loss on extinguishment of debt on the last day of the Predecessor Period. For the three and nine month period ended September 30, 2021, we incurred approximately $0.9 million and $1.9 million, respectively of amortization expense of the deferred finance costs. NRG Loan - In conjunction with the acquisition of NRG, the Company entered into a loan agreement for €7.2 million ($7.4 million) at the date of the acquisition. This agreement was scheduled to expire in December 2023. The loan bore interest which is Euribor of three months, plus 2.0%, and mandatory costs if any. The remaining balance for this loan was paid off in full during the nine months ended September 30, 2021. Canadian Financial Institution - In May 2019, the Company entered into a credit agreement for C$1.7 million ($1.3 million) with a Canadian financial institution that matures in April 2039. The note bears annual interest at 4.69%. The credit agreement is secured by the facility acquired using the funds obtained. Overdraft Facilities The Company has overdraft facilities with certain German and French financial institutions. As of September 30, 2022 and December 31, 2021, there were no outstanding amounts under these arrangements. Accounts Receivable Sales Agreement We are party to an agreement to sell short-term receivables from certain qualified customer trade accounts to an unaffiliated French financial institution without recourse. Under this agreement, the Company can sell up to €8.5 million ($8.9 million) and €8.0 million ($9.1 million) as of September 30, 2022 and December 31, 2021, respectively, of eligible accounts receivables. The accounts receivable under this agreement are sold at face value and are excluded from the consolidated balance if revenue has been recognized on the related receivable. When the related revenue has not been recognized on the receivable the Company considers the accounts receivable to be collateral for short-term borrowings. As of September 30, 2022 and December 31, 2021, there was no amount and approximately $0.4 million, respectively, outstanding under these arrangements included as Other in the Borrowings table above. Total costs associated with this arrangement were immaterial for the Successor Periods and for all Predecessor Periods presented and are included in selling, general and administrative expense in the Condensed Consolidated Statements of Operations. Performance Bonds and Other Credit Facilities The Company has entered into various line of credit arrangements with local banks in France and Germany. These arrangements provide for the issuance of documentary and standby letters of credit of up to €64.5 million ($63.1 million) and €70.3 million ($79.7 million), as of September 30, 2022 and December 31, 2021, respectively, subject to certain local restrictions. As of September 30, 2022 and December 31, 2021, there were €43.6 million ($42.7 million) and €37.7 million ($42.7 million), respectively, of the lines had been utilized to guarantee documentary and standby letters of credit, with interest rates ranging from 0.5% to 2.0%. In addition, the Company posts performance bonds with irrevocable letters of credit to support certain contractual obligations to customers for equipment delivery. These letters of credit are supported by restricted cash accounts, which totaled $1.4 million and $1.3 million as of September 30, 2022 and December 31, 2021, respectively. At September 30, 2022, contractual principal payments of total third-party borrowings are as follows (in millions): Remainder of 2022 $ 2.1 Fiscal year ending December 31: 2023 8.4 2024 8.3 2025 8.2 2026 9.6 Thereafter 790.1 Gross Payments 826.7 Unamortized debt issuance costs (18.7) Total third-party borrowings, net of debt issuance costs $ 808.0 Notes Payable to Related Parties Concurrent with the Closing, a portion of the Business Combination Consideration was used to extinguish the Shareholder Notes and the Management Notes in full. Shareholder and Management Notes – Mirion Technologies (HoldingSub1), Ltd., was authorized to issue $900.0 million (plus accrued paid in-kind (PIK) interest) of notes to shareholders (the “Shareholder Notes”) and up to $5.0 million (plus paid in-kind (PIK) cash and interest) of notes to certain members of management (the “Management Notes”). The notes ranked pari passu between each other and other unsecured obligations of the Company. The notes could be prepaid without penalty at the Company’s option and were subordinate in right of payment to any indebtedness of the Company to banks or to other financial institutions (either currently existing or to occur in the future). Certain of the Shareholder and Management Notes were admitted to trading and were on the official listing of The International Stock Exchange (TISE). During nine month period ended September 30, 2021, an additional $181.5 million Shareholder Notes were admitted to trading and were on the official listing of TISE. There was no trading activity related to Shareholder and Management Notes during nine month period ended September 30, 2021. |
Leased Assets
Leased Assets | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leased Assets | Leased AssetsThe Company primarily leases certain logistics, office, and manufacturing facilities, as well as vehicles, copiers and other equipment. These operating leases generally have remaining lease terms between 1 month and 30 years, and some include options to extend (generally 1 to 10 years). The exercise of lease renewal options is at the Company’s discretion. The Company evaluates renewal options at lease inception and on an ongoing basis, and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Lease agreements generally do not require material variable lease payments, residual value guarantees or restrictive covenants. The table below presents the locations of the operating lease assets and liabilities on the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021, respectively (in millions): Successor Balance Sheet Line Item September 30, 2022 December 31, 2021 Operating lease assets Operating lease right-of-use assets $ 41.8 $ 45.7 Financing lease assets Other assets $ 0.6 $ 0.9 Operating lease liabilities: Current operating lease liabilities Current operating lease liabilities $ 8.6 $ 9.3 Non-current operating lease liabilities Operating lease liability, non-current 36.4 40.6 Total operating lease liabilities: $ 45.0 $ 49.9 Financing lease liabilities: Current financing lease liabilities Accrued expenses and other current liabilities $ 0.5 $ 0.6 Non-current financing lease liabilities Deferred income taxes and other long-term liabilities 0.1 0.3 Total financing lease liabilities: $ 0.6 $ 0.9 The depreciable lives are limited by the expected lease term for operating lease assets and by shorter of either the expected lease term or economic useful life for financing lease assets. The Company’s leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring the lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease within a particular currency environment. The Company used incremental borrowing rates as of July 1, 2021 for leases that commenced prior to that date. The Company’s weighted average remaining lease term and weighted average discount rate for operating leases as of September 30, 2022 and December 31, 2021, respectively, are: Successor September 30, 2022 December 31, 2021 Operating leases Weighted average remaining lease term (in years) 7.0 7.5 Weighted average discount rate 4.13 % 4.19 % The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable operating leases with terms of more than one year to the total lease liabilities recognized on the Condensed Consolidated Balance Sheets as of September 30, 2022 (in millions): Fiscal year ending December 31: 2022 $ 3.5 2023 9.7 2024 8.3 2025 6.8 2026 5.1 2027 and thereafter 18.7 Total undiscounted future minimum lease payments 52.1 Less: Imputed interest (7.1) Total operating lease liabilities $ 45.0 For the three and nine months ended September 30, 2022, operating lease costs (as defined under ASU 2016-02) were $2.3 million and $7.6 million, respectively. Operating lease costs are included within costs of goods sold, selling, general and administrative, and research and development expenses on the consolidated statements of income and comprehensive income. Short-term lease costs, variable lease costs and sublease income were not material for the periods presented. Rental expense for operating lease (as defined prior to the adoption of ASC 2016-02) was approximately $2.0 million and $7.6 million for the Predecessor period three and nine months ended September 30, 2021, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was $2.9 million and $8.8 million for the three and nine months ended September 30, 2022, respectively, and this amount is included in operating activities in the Condensed Consolidated Statements of Cash Flows. Operating lease assets obtained in exchange for new operating lease liabilities were $0.4 million and $3.3 million for the three and nine months ended September 30, 2022, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Unconditional Purchase Obligations The Company has entered into certain long-term unconditional purchase obligations with suppliers. These agreements are non-cancellable and specify terms, including fixed or minimum quantities to be purchased, fixed or variable price provisions, and the approximate timing of payment. As of September 30, 2022, unconditional purchase obligations were as follows (in millions): Fiscal year ending December 31: 2022 $ 15.4 2023 22.7 2024 3.7 2025 1.4 2026 1.4 2027 and thereafter — Total $ 44.6 Litigation The Company is subject to various legal proceedings, claims, litigation, investigations and contingencies arising out of the ordinary course of business. While the ultimate results of such suits or other proceedings against the Company cannot be predicted with certainty, we believe the resolution of these matters will not have a material effect on our results of operations, financial condition, or cash flows. If we believe the likelihood of an adverse legal outcome is probable and the amount is reasonably estimable, we accrue a liability in accordance with accounting guidance for contingencies. We consult with legal counsel on matters related to litigation and seek input both within and outside the Company. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rate was 9.0% and 11.4% for the three and nine months ended September 30, 2022 (Successor Period), respectively, and 9.1% and (1.9)% for the three and nine months ended September 30, 2021 (Predecessor Period), respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings and certain adjustments for the Successor Period as a result of the Business Combination. The effective income tax rate for the Successor Period differs from the U.S. statutory rate of 21% due primarily to U.S. federal permanent differences. The effective income tax rate for the Predecessor Period differs from the U.K. statutory rate of 19% due primarily to valuation allowances on certain U.K. losses. On August 16, 2022, the U.S. enacted the Inflation Reduction Act that includes a new alternative minimum tax based upon financial statement income (book minimum tax), an excise tax on stock buybacks and tax incentives for energy and climate initiatives, among other provisions. The new book minimum tax is not expected to have a material impact on our consolidated financial statements. Separately, we are assessing the tax incentives in the legislation which could change our pre-tax or after-tax amounts and impact our tax rate. |
Supplemental Disclosures to Con
Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows | Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows Supplemental cash flow information and schedules of non-cash investing and financing activities (in millions): Successor Predecessor Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 Cash Paid For: Cash paid for interest $ 25.8 $ 30.4 Cash paid for income taxes $ 8.3 $ 11.8 Non-Cash Investing and Financing Activities: Property, plant, and equipment purchases in accounts payable $ 0.1 $ 2.0 The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balances Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows (in millions). Successor Predecessor September 30, December 31, 2022 2021 Cash and cash equivalents $ 58.4 $ 84.0 Restricted cash—current 0.5 0.6 Restricted cash—non-current 0.9 0.7 Total cash, cash equivalents, and restricted cash $ 59.8 $ 85.3 Amounts included in restricted cash represent funds with various financial institutions to support performance bonds with irrevocable letters of credit for contractual obligations to certain customers. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is awarded to employees and directors of the Company and accounted for in accordance with ASC 718, "Compensation—Stock Compensation". Stock-based compensation expense is recognized for equity awards over the vesting period based on their grant-date fair value. Stock-based compensation expense is included within the same financial statement caption where the recipient’s other compensation is reported. The Company accounts for forfeitures as they occur. The Company uses various forms of long-term incentives including, but not limited to restricted stock units ("RSUs") and performance-based restricted units ("PSUs"), provided that the granting of such equity awards is in accordance with the Company's 2021 Omnibus Incentive Plan (the "2021 Plan") as filed on Form S-8 with the SEC on December 27, 2021. 2021 Omnibus Incentive Plan We adopted and obtained stockholder approval at the special meeting of the stockholders on October 19, 2021 of the 2021 Plan. We initially reserved 19,952,329 shares of our Class A common stock for issuance pursuant to awards under the 2021 Plan. The total number of shares of our Class A common stock available for issuance under the 2021 Plan will be increased on the first day of each fiscal year following the date on which the 2021 Plan was adopted in an amount equal to the least of (i) three percent (3%) of the outstanding shares of Class A common stock on the last day of the immediately preceding fiscal year, (ii) 9,976,164 shares of Class A common stock and (iii) such number of shares of Class A common stock as determined by the Committee (as defined and designated under the 2021 Plan) in its discretion. Pursuant to these automatic increase provisions, the number of shares of our Class A common stock reserved for issuance pursuant to awards under the 2021 Plan increased to 24,699,345 shares at January 1, 2022. Any employee, director or consultant of the Company or any of its subsidiaries or affiliates is eligible to receive an award under the 2021 Plan, to the extent that an offer of such award is permitted by applicable law, stock market or exchange rules, and regulations or accounting or tax rules and regulations. The 2021 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, PSUs, other share-based awards, or any combination thereof. Each award will be set forth in a separate grant notice or agreement and will indicate the type and terms and conditions of the award. The purpose of the 2021 Plan is to motivate and reward employees and other individuals to perform at their highest level and contribute significantly to the success of the Company. During the three months ended September 30, 2022, the Company granted 19,086 RSUs and no PSUs to certain members of the Company's Board of Directors and employees. The RSUs granted to employees are subject to service vesting conditions with one-third of each award vesting on the anniversary of the grant date such that all awards are fully vested after three During the three and nine months ended September 30, 2022 , $1.6 million and $4.3 million, respectively, of stock-based compensation expense was recorded, of which $0.1 million and $0.5 million, respectively was related to non-employee directors. In addition, during the three and nine months ended September 30, 2022, certain members of the Company's Directors elected to receive their quarterly retainer fees in the form of shares of Class A common stock. As such, the Company recorded related stock-based compensation expense for $0.1 million and $0.3 million, respectively, in the same periods. Profits Interests In conjunction with entering into the Business Combination Agreement, on June 17, 2021 the Sponsor issued 4,200,000 Profits Interests to Lawrence Kingsley, the current Chairman of the Board of Directors of the Company, 3,200,000 Profits Interests to Thomas Logan, the Chief Executive Officer of Mirion, and 700,000 Profits Interests to Brian Schopfer, the Chief Financial Officer of Mirion. The Profits Interests are intended to be treated as profits interests for U.S. income tax purposes, pursuant to which Messrs. Logan, Schopfer and Kingsley will have an indirect interest in the founder shares held by the Sponsor. The Profits Interests are subject to service vesting conditions and market vesting conditions. Fifty percent (50%) of the Profits Interests granted to each of Messrs. Logan and Schopfer service-vest on each of the second and third anniversaries of the Closing, and fifty percent (50%) of the Profits Interests granted to Mr. Kingsley service-vest on each of the first and second anniversaries of the Closing), subject in each case to the continuous service of the grantee on such date. The market vesting conditions require that the price per share of Mirion's Class A common stock must meet or exceed certain established thresholds for 20 out of 30 trading days before the fifth anniversary of the Closing Date). The expense will be recognized on a straight-line basis over the related service period for each tranche of awards. Of the Profits Interests, 3.2 million have a market vesting threshold price of $12 per share of Mirion Class A common stock, 2.0 million have a threshold price of $14 per share of Mirion Class A common stock, and 3.0 million have a threshold price of $16 per share of Mirion Class A common stock. During the three and nine months ended September 30, 2022, $6.8 million and $20.3 million, respectively, of stock-based compensation expense was recorded and no new Profit Interests were issued. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Founder Shares As of the closing of the Business Combination, the Sponsor owned 18,750,000 shares of Class B common stock the ("Founder Shares") which automatically converted into 18,750,000 shares of Class A common stock at the closing of the Business Combination. The Founder Shares, are subject to certain vesting and forfeiture conditions and transfer restrictions, including performance vesting conditions under which the price per share of Mirion's Class A common stock must meet or exceed certain established thresholds of $12, $14, or $16 per share for 20 out of 30 trading days before the fifth anniversary of the Closing Date of the Business Combination). The Founder Shares will be forfeited to the Company for no consideration if they fail to vest before October 20, 2026. Private Placement Warrants The Sponsor purchased an aggregate of 8,500,000 private placement warrants (the "Private Placement Warrants") at a price of $2.00 per whole warrant ($17.0 million in the aggregate) in a private placement (the “Private Placement”) that closed concurrently with the closing of GSAH's initial public offering (the "IPO"). Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment in certain circumstances, including upon the occurrence of certain reorganization events. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants are accounted for as liabilities as they contain terms and features that do not qualify for equity classification under ASC 815. See Note 16, Fair Value Measurements , for the fair value of the Private Placement Warrants at September 30, 2022. Profits Interests In connection with the Business Combination Agreement, the Sponsor issued 8,100,000 Profits Interests to certain individuals affiliated with or expected to be affiliated with Mirion after the Business Combination. The holders of the Profits Interests will have an indirect interest in the Founder Shares held by the Sponsor. The Profits Interests are subject to service and performance vesting conditions, including the occurrence of the Closing, and do not fully vest until all of the applicable conditions are satisfied. In addition, the Profits Interests are subject to certain forfeiture conditions. See Note 13, Stock-Based Compensation, for further detail regarding the Profits Interests. Registration Rights The holders of the Founder Shares and Private Placement Warrants are entitled to registration rights to require the Company to register the resale of any the Founder Shares and the shares underlying the Private Placement Warrants upon exercise pursuant to the Amended and Restated Registration Rights Agreement dated October 20, 2021 (the "RRA"). These holders are also entitled to certain piggyback registration rights. The RRA also includes customary indemnification and confidentiality provisions. The Company will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the RRA, including those expenses incurred in connection with the shelf-registration statement on Form S-1 filed on October 27, 2021 and declared effective on November 2, 2021. Charterhouse Capital Partners LLP The Company had entered into agreements with its Predecessor Period primary investor, Charterhouse Capital Partners LLP ("CCP"), which obligated the Company to pay quarterly management fees of $0.1 million per year. In return, CCP provided various investment banking services relating to financing arrangements, mergers and acquisitions and other services. During the three and nine months ended September 30, 2021 (Predecessor), the Company paid CCP no amounts for professional fees and expense reimbursements. Upon the completion of the Business Combination, the agreement with CCP was terminated. Therefore, as of September 30, 2022, the Company had no additional payments for professional fees or expense reimbursements. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The following table summarizes select operating results for each reportable segment (in millions). Successor Predecessor Successor Predecessor Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues Medical $ 68.7 $ 52.0 $ 195.6 $ 155.6 Industrial 92.2 92.3 304.3 334.9 Consolidated Revenues $ 160.9 $ 144.3 $ 499.9 $ 490.5 Segment (Loss) Income from Operations Medical $ 0.4 $ 2.6 $ (3.2) $ (0.1) Industrial (2.5) 12.5 (49.1) 60.2 Total Segment (Loss) Income from Operations (2.1) 15.1 (52.3) 60.1 Corporate and other (25.5) (24.0) (83.6) (73.2) Consolidated Loss from Operations $ (27.6) $ (8.9) $ (135.9) $ (13.1) The Company’s assets by reportable segment were not included, as this information is not reviewed by, nor otherwise provided to, the chief operating decision maker to make operating decisions or allocate resources. The following details revenues by geographic region. Revenues generated from external customers are attributed to geographic regions through sales from site locations (i.e., point of origin) (in millions). Revenues Successor Predecessor Successor Predecessor Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 North America Medical $ 63.7 $ 47.3 $ 181.0 $ 141.2 Industrial 49.7 47.3 141.8 152.2 Total North America 113.4 94.6 322.8 293.4 Europe Medical 5.1 4.7 14.7 14.4 Industrial 40.9 43.5 152.0 170.2 Total Europe 46.0 48.2 166.7 184.6 Asia Pacific Medical — — — — Industrial 1.5 1.5 10.4 12.5 Total Asia Pacific 1.5 1.5 10.4 12.5 Total revenues $ 160.9 $ 144.3 $ 499.9 $ 490.5 The following details revenues by timing of recognition (in millions): Revenues Successor Predecessor Successor Predecessor Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Point in time $ 88.8 $ 103.0 $ 323.0 $ 357.0 Over time 72.1 41.3 176.9 133.5 Total revenues $ 160.9 $ 144.3 $ 499.9 $ 490.5 The following details revenues by product category (in millions): Revenues Successor Predecessor Successor Predecessor Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Medical segment: Medical $ 68.7 $ 52.0 $ 195.6 $ 155.6 Industrial segment: Reactor Safety and Control Systems 23.7 29.4 89.2 109.0 Radiological Search, Measurement, and Analysis Systems 68.5 62.9 215.1 225.9 Total revenues $ 160.9 $ 144.3 $ 499.9 $ 490.5 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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 Condensed 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 September 30, 2022 Level 1 Level 2 Level 3 Assets Cash, cash equivalents, and restricted cash $ 59.8 $ — $ — Discretionary retirement plan $ 2.9 $ 0.9 $ — Liabilities Discretionary retirement plan $ 2.9 $ 0.9 $ — Public warrants $ 27.9 $ — $ — Private placement warrants $ — $ 12.7 $ — Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Assets Cash, cash equivalents, and restricted cash $ 85.3 $ — $ — Discretionary retirement plan $ 3.7 $ 0.8 $ — Liabilities Discretionary retirement plan $ 3.7 $ 0.8 $ — Public warrants $ 46.9 $ — $ — Private placement warrants $ — $ 21.2 $ — As of September 30, 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 nine months ended September 30, 2022, the Company recognized an unrealized gain resulting from a decrease in the fair value of the warrant liabilities of $27.5 million, which is presented in the Condensed Consolidated Statements of Operations as change in fair value of warrant liabilities. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share A reconciliation of the numerator and denominator used in the calculation of basic and diluted loss per common share is as follows (in millions, except per share amounts): Successor Predecessor Successor Predecessor Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) shareholders $ (47.1) $ (46.7) $ (123.4) $ (141.3) Weighted average common shares outstanding – basic and diluted 181.333 6.665 181.058 6.623 Net loss per common share attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) — basic and diluted $ (0.26) $ (7.01) $ (0.68) $ (21.33) Anti-dilutive employee share-based awards, excluded 1.735 0.173 0.939 0.215 Net loss per share of common stock is computed using the two-class method required for multiple classes of common stock and participating securities based upon their respective rights to receive dividends as if all income for the period has been distributed. Basic loss per share is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding, adjusted for the outstanding non-vested shares. Diluted loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company incurred a net loss for the three and nine months ended September 30, 2022 and 2021, respectively; therefore, none of the potentially dilutive common shares were included in the diluted share calculations for those periods as they would have been anti-dilutive. Successor Period Upon the closing of the Business Combination, the following classes of common stock were considered in the loss per share calculation. Class A Common Stock Holders of shares of our Class A common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our Class A common stock do not have cumulative voting rights in the election of directors. Holders of shares of our Class A common stock are entitled to receive dividends when and if declared by the Company's Board of Directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of our Class A common stock will be entitled to receive pro rata our remaining assets available for distribution. Class A common stock issued and outstanding is included in the Company’s basic loss per share calculation, with the exception of Founder Shares discussed below. Class B Common Stock Holders of shares of our Class B common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. If at any time the ratio at which shares of IntermediateCo Class B common stock are redeemable or exchangeable for shares of our Class A common stock changes from one-for-one as the number of votes to which our Class B common stockholders are entitled will be adjusted accordingly. The holders of our Class B common stock do not have cumulative voting rights in the election of directors. Except for transfers to us or to certain permitted transferees set forth in the IntermediateCo certificate of incorporation, paired interests may not be sold, transferred or otherwise disposed of. Holders of shares of our Class B common stock are not entitled to economic interests in us or to receive dividends or to receive a distribution upon our liquidation or winding up. However, if IntermediateCo makes distributions to us other than solely with respect to our Class A common stock, the holders of paired interests will be entitled to receive distributions pro rata in accordance with the percentages of their respective shares of IntermediateCo Class B common stock. Our Class B common stock has voting rights but no economic interest in the Company and therefore are excluded from the calculation of basic and diluted earnings per share. Warrants As described above, the Company has outstanding warrants to purchase up to 27,249,879 shares of Class A common stock. One whole warrant entitles the holder thereof to purchase one share of Mirion Class A common stock at a price of $11.50 per share. The Company’s warrants are not included in the Company’s calculation of basic loss per share and are excluded from the calculation of diluted loss per share because their inclusion would be anti-dilutive. Founder Shares Founder shares are subject to certain vesting events and forfeit if a required vesting event does not occur within five years of the closing of the Business Combination. The founder shares are subject to vesting in three equal tranches, based on the volume-weighted average price of our Class A common stock being greater than or equal to $12.00, $14.00 and $16.00 per share for any 20 trading days in any 30 consecutive trading day period. Holders of the founder shares are entitled to vote such founder shares and receive dividends and other distributions with respect to such founder shares prior to vesting, but such dividends and other distributions with respect to unvested founder shares will be set aside by the Company and shall only be paid to the holders of the founder shares upon the vesting of such founder shares. As the holders of the founder shares are not entitled to participate in earnings unless the vesting conditions are met, the 18,750,000 founders shares have been excluded from the calculation of basic earnings per share. The founders shares are also excluded from the calculation of diluted earnings per share because their inclusion would be anti-dilutive. Stock-Based Awards Each stock-based award represents the right to receive a Class A common stock upon vesting of the awards. Per ASC 260, Earnings Per Share ("EPS"), shares issuable for little or no cash consideration upon the satisfaction of certain conditions (i.e. contingently issuable shares) should be included in the computation of basic EPS as of the date that all necessary conditions have been satisfied. As such, any stock-based awards such as RSUs that vest in the Successor Period will be included in the Company's basic loss per share calculations as of the date when all necessary conditions are met. Predecessor Period In the Predecessor Periods presented, the rights, including the liquidation, dividend rights, sharing of losses, and voting rights of Mirion TopCo's A Ordinary Shares B Ordinary Shares were identical. As the rights of both classes of shares were identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders is therefore the same for A Ordinary Shares and B Ordinary Shares on an individual or combined basis. The Company’s participating securities included the Company’s non-vested A Ordinary Shares, as the holders were entitled to non-forfeitable dividend rights in the event a dividend was paid on ordinary shares. The holders of non-vested A Ordinary Shares did not have a contractual obligation to share in losses. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The Company incurs costs associated with restructuring initiatives intended to improve operating performance, profitability, and working capital levels. Actions associated with these initiatives may include improving productivity, workforce reductions, and the consolidation of facilities. As of September 30, 2022, the Company has identified restructuring actions which will result in additional charges of approximately $0.4 million, primarily in the next 12 months. The Company’s restructuring expenses are comprised of the following (in millions): Successor Three Months Ended September 30, 2022 Cost of revenue Selling, general Total Severance and employee costs $ 0.1 $ — $ 0.1 Other (1) — 0.5 0.5 Total $ 0.1 $ 0.5 $ 0.6 Nine Months Ended September 30, 2022 Cost of revenue Selling, general Total Severance and employee costs $ 0.3 $ 1.3 $ 1.6 Other (1) 0.5 3.3 3.8 Total $ 0.8 $ 4.6 $ 5.4 Predecessor Three Months Ended September 30, 2021 Cost of revenue Selling, general Total Severance and employee costs $ 0.9 $ — $ 0.9 Other (1) — 0.6 0.6 Total $ 0.9 $ 0.6 $ 1.5 Nine Months Ended September 30, 2021 (in millions) Cost of revenue Selling, general Total Severance and employee costs $ 3.1 $ 0.8 $ 3.9 Other (1) 0.6 0.7 1.3 Total $ 3.7 $ 1.5 $ 5.2 (1) Includes facilities, inventory write-downs, outside services, legal matters, and IT costs. The Company does not allocate restructuring charges to segment income; instead, these costs are included in Corporate & other. The following table summarizes the changes in the Company’s accrued restructuring balance, which are included in Accrued expenses and other current liabilities in the accompanying Condensed Consolidated Balance Sheets (in millions). Successor Balance at December 31, 2021 $ 1.4 Restructuring charges 5.4 Payments (5.1) Adjustments — Balance at September 30, 2022 $ 1.7 |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling InterestsOn October 20, 2021, Mirion Technologies, Inc. consummated its previously announced Business Combination pursuant to the Business Combination Agreement. Before the Closing of the Business Combination, the Sellers had the option to elect to have their equity consideration issued as either shares of Class A common stock or Paired Interests. The Sellers receiving shares of Class B common stock also received one share of IntermediateCo Class B common stock per share of Class B common stock as a Paired Interest. Each of the shares of Class A common stock and each Paired Interest were valued at $10.00 per share for purposes of determining the aggregate number of shares issued to the Sellers. Holders of shares of our Class B common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. If at any time the ratio at which shares of IntermediateCo Class B common stock are redeemable or exchangeable for shares of the Company’s our Class A common stock changes from one-for-one, as the number of votes to which our Class B common stockholders are entitled will be adjusted accordingly. The holders of our the Company’s Class B common stock do not have cumulative voting rights in the election of directors. Except for transfers to us or to certain permitted transferees set forth in the IntermediateCo certificate of incorporation, paired interests may not be sold, transferred or otherwise disposed of. The holders of IntermediateCo Class B common stock have the right to require IntermediateCo to redeem all or a portion of their IntermediateCo Class B common stock for, at the Company’s election, (1) newly issued shares of the Company’s Class A common stock on a one-for-one basis or (2) a cash payment equal to the product of the number of shares of IntermediateCo Class B common stock subject to redemption and the arithmetic average of the closing stock prices for a share of the Company’s Class A common stock for each of three (3) consecutive full trading days ending on and including the last full trading day immediately prior to the date of redemption (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). This redemption right became available upon the expiration of certain lockup restrictions on April 18, 2022. At the Closing Date, the Company owned 100% of the voting shares (Class A) of IntermediateCo and approximately 96% of the non-voting Class B shares of IntermediateCo. The Company recognized noncontrolling interests for the 8,560,540 shares, representing approximately 4% of the non-voting Class B shares, of IntermediateCo that are not attributable to the Company. After the conversion in the current quarter, the Company recognized noncontrolling interests for the 8,040,540 shares, representing the 3.9% of the non-voting Class B shares of IntermediateCo, that are not attributable to the Company. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company entered into a cross-currency swap with an effective date of October 31, 2022 to hedge cash flows changes caused by currency exchange rates related to certain Euro denominated intercompany loans. The Company will swap a €115.7 million Euro loan with a fixed interest rate of 5.83% in exchange for a $115.6 million USD loan with a fixed rate of 7.66% USD. Interest settlements occur quarterly until the expiration of the swap on March 26, 2026. |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business | 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. |
Basis of Presentation and Principles of Consolidation | 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, 2021, 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 allocable 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 19, Noncontrolling Interests. On October 20, 2021, the Board of Directors determined to change Mirion TopCo's fiscal year end from June 30 th of each year to December 31 st of each year in order to align Mirion’s fiscal year end with GSAH’s fiscal year end. Predecessor and Successor Reporting The financial statements separate the Company’s presentation into two distinct periods. The period before the Closing Date of the Business Combination (the "Predecessor Period") depicts the financial statements of Mirion TopCo, and the period after the Closing (the "Successor Period") depicts the financial statements of the Company, including the consolidation of GSAH with Mirion Technologies, Inc. The Business Combination was accounted for under Accounting Standards Codification ("ASC") 805, Business Combinations. GSAH was determined to be the accounting acquirer. Mirion Technologies, Inc. constitutes a business in accordance with ASC 805 and the business combination constitutes a change in control. Accordingly, the Business Combination is being accounted for using the acquisition method. Under this method of accounting, Mirion TopCo is treated as the “acquired” company for financial reporting purposes and the acquired net assets were stated at fair value, with goodwill or other intangible assets recorded. 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. 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 develops, manufactures and markets distinct products and services. Refer to Note 15, Segment Information |
Use of Estimates | 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. |
Accounts Receivable and Allowance for Doubtful Accounts | 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 $4.9 million and $5.4 million as of September 30, 2022 and December 31, 2021, respectively. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current AssetsPrepaid expenses and other current assets are primarily comprised of various prepaid assets including prepaid insurance, short-term marketable securities, and income tax receivables. |
Facility and Equipment Decommissioning Liabilities | Facility and Equipment Decommissioning LiabilitiesThe Company has asset retirement obligations (“ARO”) consisting primarily of equipment and facility decommissioning costs. ARO liabilities totaled $2.9 million and $3.1 million at September 30, 2022 and December 31, 2021, respectively, 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 | 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. 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 3, Contracts in Progress for further details. Remaining Performance Obligations The remaining performance obligations for all open contracts as of September 30, 2022 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 $726.4 million and $747.5 million as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, the Company expects to recognize approximately 26%, 39%, 17%, and 7% of the remaining performance obligations as revenue during the fiscal years 2022, 2023, 2024 and 2025, 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 15, Segment Information |
Warrant Liability | Warrant Liability As of September 30, 2022, the Company had outstanding warrants to purchase up to 27,249,879 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 16, Fair Value Measurements |
Concentrations of Risk | 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. |
Recent Accounting Pronouncements | 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 ”. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Other Current Assets | The components of prepaid expenses and other current assets consist of the following (in millions): Successor September 30, 2022 December 31, 2021 Prepaid insurance $ 1.4 $ 5.3 Short-term marketable securities 4.1 4.9 Income tax receivable and prepaid income taxes 3.6 3.9 Other current assets 25.9 17.4 $ 35.0 $ 31.5 |
Contracts in Progress (Tables)
Contracts in Progress (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Cost and Billings on Uncompleted Construction Type Long Term Contracts or Programs | Costs and billings on uncompleted construction-type contracts consist of the following (in millions): Successor September 30, 2022 December 31, 2021 Costs incurred on contracts (from inception to completion) $ 231.3 $ 199.4 Estimated earnings 137.8 125.5 Contracts in progress 369.1 324.9 Less: billings to date (319.4) (281.8) $ 49.7 $ 43.1 |
Schedule of Costs in Excess of Billings and Billings in Excess of Costs on Uncompleted Contracts | The carrying amounts related to uncompleted construction-type contracts are included in the accompanying Condensed Consolidated Balance Sheets under the following captions (in millions): Successor September 30, 2022 December 31, 2021 Costs and estimated earnings in excess of billings on uncompleted contracts – current $ 67.8 $ 56.3 Costs and estimated earnings in excess of billings on uncompleted contracts – non-current (1) 5.2 6.5 Billings in excess of costs and estimated earnings on uncompleted contracts – current (2) (17.6) (17.6) Billings in excess of costs and estimated earnings on uncompleted contracts – non-current (3) (5.7) (2.1) $ 49.7 $ 43.1 (1) Included in other assets within the Condensed Consolidated Balance Sheets. (2) Included in deferred contract revenue – current within the Condensed Consolidated Balance Sheets. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventories [Abstract] | |
Schedule of Inventory | The components of inventories consist of the following (in millions): Successor September 30, 2022 December 31, 2021 Raw materials $ 65.5 $ 56.8 Work in progress 32.9 26.6 Finished goods 44.7 40.2 $ 143.1 $ 123.6 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net consist of the following (in millions): Successor Depreciable September 30, 2022 December 31, 2021 Land, buildings, and leasehold improvements 3-39 years $ 44.8 $ 45.0 Machinery and equipment 5-15 years 30.1 26.7 Badges 3-5 years 31.4 27.9 Furniture, fixtures, computer equipment and other 3-10 years 23.5 16.7 Construction in progress — 14.5 12.2 144.3 128.5 Less: accumulated depreciation and amortization (23.8) (4.5) $ 120.5 $ 124.0 |
Schedule of Depreciation Expense | Total depreciation expense included in costs of revenues and operating expenses was as follows (in millions): Successor Predecessor Successor Predecessor Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Depreciation expense in: Cost of revenues $ 4.2 $ 3.3 $ 12.8 $ 11.0 Operating expenses $ 3.0 $ 1.7 $ 7.6 $ 5.8 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in millions): Successor September 30, 2022 December 31, 2021 Compensation and related benefit costs $ 34.5 $ 34.0 Customer deposits 6.7 8.8 Accrued commissions 0.6 0.9 Accrued warranty costs 5.4 5.9 Non-income taxes payable 6.8 7.5 Pension and other post-retirement obligations 0.3 0.3 Income taxes payable 6.5 3.2 Restructuring 1.7 1.4 Deferred and contingent consideration 1.3 2.0 Other accrued expenses 10.3 11.4 Total $ 74.1 $ 75.4 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table shows changes in the carrying amount of goodwill by reportable segment as of September 30, 2022 and December 31, 2021 (in millions): Successor Medical Industrial Consolidated Balance—December 31, 2021 $ 712.5 $ 950.1 $ 1,662.6 CI acquisition 4.9 4.9 Goodwill impairment — (55.2) (55.2) Business Combination and other acquisitions - measurement period adjustments (1.9) 4.6 2.7 Translation adjustment — (64.0) (64.0) Balance—September 30, 2022 $ 710.6 $ 840.4 $ 1,551.0 |
Schedule of Finite-Lived Intangible Assets | A summary of intangible assets useful lives, gross carrying value and related accumulated amortization is below (in millions): Successor September 30, 2022 Original Average Gross Carrying Accumulated Net Book Customer relationships 6 - 13 $ 330.9 $ (65.6) $ 265.2 Distributor relationships 7 - 13 60.6 (6.9) 53.7 Developed technology 5 - 16 240.9 (27.9) 213 Trade names 3 - 10 95.6 (9.2) 86.4 Backlog and other 1 - 4 80.6 (30.5) 50.1 Total $ 808.6 $ (140.1) $ 668.5 December 31, 2021 Original Average Gross Carrying Accumulated Net Book Customer relationships 6 - 13 $ 341.0 $ (15.3) $ 325.7 Distributor relationships 7 - 13 61.0 (1.5) 59.5 Developed technology 5 - 16 251.2 (5.9) 245.3 Trade names 3 - 10 100.0 (2.1) 97.9 Backlog and other 1 - 4 85.7 (7.2) 78.4 Total $ 838.9 $ (32.0) $ 806.9 |
Schedule of Finite-lived Intangible Assets Amortization Expense | Aggregate amortization expense for intangible assets included in cost of revenues and operating expenses was as follows (in millions): Successor Predecessor Successor Predecessor Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Amortization expense for intangible assets in: Cost of revenues $ 6.6 $ 5.4 $ 19.9 $ 16.7 Operating expenses $ 28.6 $ 10.7 $ 91.6 $ 36.6 |
Borrowings (Tables)
Borrowings (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Borrowings [Abstract] | |
Schedule of Third Party Notes Payable | Third-party notes payable consist of the following (in millions): Successor September 30, 2022 December 31, 2021 2021 Credit Agreement $ 823.8 $ 828.3 Canadian Financial Institution 1.0 1.2 Other 1.9 2.3 Draw on revolving line of credit — — Total third-party borrowings 826.7 831.8 Less: notes payable to third-parties, current (5.2) (3.9) Less: deferred financing costs (18.7) (21.1) Notes payable to third-parties, non-current $ 802.8 $ 806.8 |
Schedule of Contractual Principal Payments | At September 30, 2022, contractual principal payments of total third-party borrowings are as follows (in millions): Remainder of 2022 $ 2.1 Fiscal year ending December 31: 2023 8.4 2024 8.3 2025 8.2 2026 9.6 Thereafter 790.1 Gross Payments 826.7 Unamortized debt issuance costs (18.7) Total third-party borrowings, net of debt issuance costs $ 808.0 |
Leased Assets (Tables)
Leased Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Operating Lease Assets and Liabilities on Balance Sheet | The table below presents the locations of the operating lease assets and liabilities on the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021, respectively (in millions): Successor Balance Sheet Line Item September 30, 2022 December 31, 2021 Operating lease assets Operating lease right-of-use assets $ 41.8 $ 45.7 Financing lease assets Other assets $ 0.6 $ 0.9 Operating lease liabilities: Current operating lease liabilities Current operating lease liabilities $ 8.6 $ 9.3 Non-current operating lease liabilities Operating lease liability, non-current 36.4 40.6 Total operating lease liabilities: $ 45.0 $ 49.9 Financing lease liabilities: Current financing lease liabilities Accrued expenses and other current liabilities $ 0.5 $ 0.6 Non-current financing lease liabilities Deferred income taxes and other long-term liabilities 0.1 0.3 Total financing lease liabilities: $ 0.6 $ 0.9 |
Schedule of Weighted Average Lease Term and Discount Rate for Operating Lease | The Company’s weighted average remaining lease term and weighted average discount rate for operating leases as of September 30, 2022 and December 31, 2021, respectively, are: Successor September 30, 2022 December 31, 2021 Operating leases Weighted average remaining lease term (in years) 7.0 7.5 Weighted average discount rate 4.13 % 4.19 % |
Schedule of Undiscounted Future Minimum Lease Payments | The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable operating leases with terms of more than one year to the total lease liabilities recognized on the Condensed Consolidated Balance Sheets as of September 30, 2022 (in millions): Fiscal year ending December 31: 2022 $ 3.5 2023 9.7 2024 8.3 2025 6.8 2026 5.1 2027 and thereafter 18.7 Total undiscounted future minimum lease payments 52.1 Less: Imputed interest (7.1) Total operating lease liabilities $ 45.0 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Unconditional Purchase Obligations | As of September 30, 2022, unconditional purchase obligations were as follows (in millions): Fiscal year ending December 31: 2022 $ 15.4 2023 22.7 2024 3.7 2025 1.4 2026 1.4 2027 and thereafter — Total $ 44.6 |
Supplemental Disclosures to C_2
Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental cash flow information and schedules of non-cash investing and financing activities (in millions): Successor Predecessor Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 Cash Paid For: Cash paid for interest $ 25.8 $ 30.4 Cash paid for income taxes $ 8.3 $ 11.8 Non-Cash Investing and Financing Activities: Property, plant, and equipment purchases in accounts payable $ 0.1 $ 2.0 The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balances Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows (in millions). Successor Predecessor September 30, December 31, 2022 2021 Cash and cash equivalents $ 58.4 $ 84.0 Restricted cash—current 0.5 0.6 Restricted cash—non-current 0.9 0.7 Total cash, cash equivalents, and restricted cash $ 59.8 $ 85.3 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table summarizes select operating results for each reportable segment (in millions). Successor Predecessor Successor Predecessor Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues Medical $ 68.7 $ 52.0 $ 195.6 $ 155.6 Industrial 92.2 92.3 304.3 334.9 Consolidated Revenues $ 160.9 $ 144.3 $ 499.9 $ 490.5 Segment (Loss) Income from Operations Medical $ 0.4 $ 2.6 $ (3.2) $ (0.1) Industrial (2.5) 12.5 (49.1) 60.2 Total Segment (Loss) Income from Operations (2.1) 15.1 (52.3) 60.1 Corporate and other (25.5) (24.0) (83.6) (73.2) Consolidated Loss from Operations $ (27.6) $ (8.9) $ (135.9) $ (13.1) |
Revenue from External Customers by Geographic Areas | The following details revenues by geographic region. Revenues generated from external customers are attributed to geographic regions through sales from site locations (i.e., point of origin) (in millions). Revenues Successor Predecessor Successor Predecessor Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 North America Medical $ 63.7 $ 47.3 $ 181.0 $ 141.2 Industrial 49.7 47.3 141.8 152.2 Total North America 113.4 94.6 322.8 293.4 Europe Medical 5.1 4.7 14.7 14.4 Industrial 40.9 43.5 152.0 170.2 Total Europe 46.0 48.2 166.7 184.6 Asia Pacific Medical — — — — Industrial 1.5 1.5 10.4 12.5 Total Asia Pacific 1.5 1.5 10.4 12.5 Total revenues $ 160.9 $ 144.3 $ 499.9 $ 490.5 |
Schedule of Revenue by Timing of Recognition | The following details revenues by timing of recognition (in millions): Revenues Successor Predecessor Successor Predecessor Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Point in time $ 88.8 $ 103.0 $ 323.0 $ 357.0 Over time 72.1 41.3 176.9 133.5 Total revenues $ 160.9 $ 144.3 $ 499.9 $ 490.5 |
Revenue from External Customers by Products and Services | The following details revenues by product category (in millions): Revenues Successor Predecessor Successor Predecessor Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Medical segment: Medical $ 68.7 $ 52.0 $ 195.6 $ 155.6 Industrial segment: Reactor Safety and Control Systems 23.7 29.4 89.2 109.0 Radiological Search, Measurement, and Analysis Systems 68.5 62.9 215.1 225.9 Total revenues $ 160.9 $ 144.3 $ 499.9 $ 490.5 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value | 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 September 30, 2022 Level 1 Level 2 Level 3 Assets Cash, cash equivalents, and restricted cash $ 59.8 $ — $ — Discretionary retirement plan $ 2.9 $ 0.9 $ — Liabilities Discretionary retirement plan $ 2.9 $ 0.9 $ — Public warrants $ 27.9 $ — $ — Private placement warrants $ — $ 12.7 $ — Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Assets Cash, cash equivalents, and restricted cash $ 85.3 $ — $ — Discretionary retirement plan $ 3.7 $ 0.8 $ — Liabilities Discretionary retirement plan $ 3.7 $ 0.8 $ — Public warrants $ 46.9 $ — $ — Private placement warrants $ — $ 21.2 $ — |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator | A reconciliation of the numerator and denominator used in the calculation of basic and diluted loss per common share is as follows (in millions, except per share amounts): Successor Predecessor Successor Predecessor Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) shareholders $ (47.1) $ (46.7) $ (123.4) $ (141.3) Weighted average common shares outstanding – basic and diluted 181.333 6.665 181.058 6.623 Net loss per common share attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) — basic and diluted $ (0.26) $ (7.01) $ (0.68) $ (21.33) Anti-dilutive employee share-based awards, excluded 1.735 0.173 0.939 0.215 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The Company’s restructuring expenses are comprised of the following (in millions): Successor Three Months Ended September 30, 2022 Cost of revenue Selling, general Total Severance and employee costs $ 0.1 $ — $ 0.1 Other (1) — 0.5 0.5 Total $ 0.1 $ 0.5 $ 0.6 Nine Months Ended September 30, 2022 Cost of revenue Selling, general Total Severance and employee costs $ 0.3 $ 1.3 $ 1.6 Other (1) 0.5 3.3 3.8 Total $ 0.8 $ 4.6 $ 5.4 Predecessor Three Months Ended September 30, 2021 Cost of revenue Selling, general Total Severance and employee costs $ 0.9 $ — $ 0.9 Other (1) — 0.6 0.6 Total $ 0.9 $ 0.6 $ 1.5 Nine Months Ended September 30, 2021 (in millions) Cost of revenue Selling, general Total Severance and employee costs $ 3.1 $ 0.8 $ 3.9 Other (1) 0.6 0.7 1.3 Total $ 3.7 $ 1.5 $ 5.2 |
Schedule of Restructuring and Related Costs | The following table summarizes the changes in the Company’s accrued restructuring balance, which are included in Accrued expenses and other current liabilities in the accompanying Condensed Consolidated Balance Sheets (in millions). Successor Balance at December 31, 2021 $ 1.4 Restructuring charges 5.4 Payments (5.1) Adjustments — Balance at September 30, 2022 $ 1.7 |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies - Schedule of Other Current Assets (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Text Block [Abstract] | ||
Prepaid insurance | $ 1.4 | $ 5.3 |
Short-term marketable securities | 4.1 | 4.9 |
Income tax receivable and prepaid income taxes | 3.6 | 3.9 |
Other current assets | 25.9 | 17.4 |
Prepaid expenses and other current assets | $ 35 | $ 31.5 |
Nature of Business and Summar_4
Nature of Business and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 USD ($) Segment shares | May 31, 2022 | Dec. 31, 2021 USD ($) | |
Summary Of Significant Accounting Policy [Line Items] | |||
Number of operating segments | Segment | 2 | ||
Number of reportable segments | Segment | 2 | ||
Allowance for doubtful accounts | $ 4.9 | $ 5.4 | |
Remaining performance obligations | $ 726.4 | 747.5 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Revenue from remaining performance obligation (as a percent) | 26% | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Revenue from remaining performance obligation (as a percent) | 39% | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Revenue from remaining performance obligation (as a percent) | 17% | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Revenue from remaining performance obligation (as a percent) | 7% | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Revenue from remaining performance obligation (as a percent) | 80% | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 5 years | ||
Deferred income taxes and other liabilities | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Asset retirement obligation | $ 2.9 | $ 3.1 | |
Class A Common Stock | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Class of warrant or right outstanding (in shares) | shares | 27,249,879 |
Business Combinations and Acq_2
Business Combinations and Acquisitions - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Aug. 01, 2022 | Sep. 30, 2022 | Dec. 01, 2021 | |
CIRS | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Equity interest, acquired percentage | 100% | ||
Critical Infrastructure Business | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Payments to acquire businesses gross | $ 6.6 | ||
Purchase consideration | $ 5.9 | ||
Goodwill, period increase | $ 2.7 | ||
Decrease in noncurrent deferred tax assets and liabilities, net | 3.8 | ||
Decrease in minority interest | 1.8 | ||
Decrease in other noncurrent assets and liabilities, net | $ 0.7 | ||
Business acquisition, measurement period | 1 year |
Contracts in Progress - Schedul
Contracts in Progress - Schedule of Cost and Billings on Uncompleted Construction Type Long Term Contracts or Programs (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Costs incurred on contracts (from inception to completion) | $ 231.3 | $ 199.4 |
Estimated earnings | 137.8 | 125.5 |
Contracts in progress | 369.1 | 324.9 |
Less: billings to date | (319.4) | (281.8) |
Costs in excess of billings uncompleted construction type contracts | $ 49.7 | $ 43.1 |
Contracts in Progress - Sched_2
Contracts in Progress - Schedule of Costs in Excess of Billings and Billings in Excess of Costs on Uncompleted Contracts (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Costs and estimated earnings in excess of billings on uncompleted contracts – current | $ 67.8 | $ 56.3 |
Costs and estimated earnings in excess of billings on uncompleted contracts – noncurrent | 5.2 | 6.5 |
Billings in excess of costs and estimated earnings on uncompleted contracts – current | (17.6) | (17.6) |
Billings in excess of costs and estimated earnings on uncompleted contracts – noncurrent | (5.7) | (2.1) |
Costs in excess of billings, current and noncurrent | $ 49.7 | $ 43.1 |
Contracts in Progress - Narrati
Contracts in Progress - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, liability, revenue recognized | $ 2.6 | $ 8.9 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Inventories [Abstract] | ||
Raw materials | $ 65.5 | $ 56.8 |
Work in progress | 32.9 | 26.6 |
Finished goods | 44.7 | 40.2 |
Inventories | $ 143.1 | $ 123.6 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) $ in Millions | Dec. 31, 2021 USD ($) |
Inventory Disclosure [Abstract] | |
Fair value, inventory step-up from purchase accounting | $ 6.3 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 144.3 | $ 128.5 |
Less: accumulated depreciation and amortization | (23.8) | (4.5) |
Property, plant and equipment, net | 120.5 | 124 |
Land, buildings, and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 44.8 | 45 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 30.1 | 26.7 |
Badges | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 31.4 | 27.9 |
Furniture, fixtures, computer equipment and other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 23.5 | 16.7 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 14.5 | $ 12.2 |
Minimum | Land, buildings, and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives | 3 years | |
Minimum | Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives | 5 years | |
Minimum | Badges | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives | 3 years | |
Minimum | Furniture, fixtures, computer equipment and other | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives | 3 years | |
Maximum | Land, buildings, and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives | 39 years | |
Maximum | Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives | 15 years | |
Maximum | Badges | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives | 5 years | |
Maximum | Furniture, fixtures, computer equipment and other | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Lives | 10 years |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, Net - Schedule of Depreciation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cost of revenues | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 4.2 | $ 3.3 | $ 12.8 | $ 11 |
Operating expenses | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 3 | $ 1.7 | $ 7.6 | $ 5.8 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Compensation and related benefit costs | $ 34.5 | $ 34 |
Customer deposits | 6.7 | 8.8 |
Accrued commissions | 0.6 | 0.9 |
Accrued warranty costs | 5.4 | 5.9 |
Non-income taxes payable | 6.8 | 7.5 |
Pension and other post-retirement obligations | 0.3 | 0.3 |
Income taxes payable | 6.5 | 3.2 |
Restructuring | 1.7 | 1.4 |
Deferred and contingent consideration | 1.3 | 2 |
Other accrued expenses | 10.3 | 11.4 |
Total accrued expenses and other current liabilities | $ 74.1 | $ 75.4 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | May 31, 2022 USD ($) customer | Dec. 31, 2021 USD ($) | Oct. 31, 2021 USD ($) | |
Goodwill [Line Items] | |||||||
Goodwill | $ 1,551,000,000 | $ 1,551,000,000 | $ 1,662,600,000 | ||||
Number of customer termination of contract | customer | 1 | ||||||
Goodwill impairment | $ 0 | $ 0 | $ 55,200,000 | $ 0 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |||||||
Goodwill [Line Items] | |||||||
Revenue from remaining performance obligation (as a percent) | 26% | 26% | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months | 3 months | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||||||
Goodwill [Line Items] | |||||||
Revenue from remaining performance obligation (as a percent) | 39% | 39% | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||||||
Goodwill [Line Items] | |||||||
Revenue from remaining performance obligation (as a percent) | 17% | 17% | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |||||||
Goodwill [Line Items] | |||||||
Revenue from remaining performance obligation (as a percent) | 7% | 7% | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |||||||
Goodwill [Line Items] | |||||||
Revenue, remaining performance obligation, amount | $ 67,000,000 | ||||||
Revenue from remaining performance obligation (as a percent) | 80% | ||||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 5 years | ||||||
Radiation Monitoring Systems | |||||||
Goodwill [Line Items] | |||||||
Goodwill | $ 165,100,000 | $ 165,100,000 | $ 257,200,000 | ||||
Reporting unit, percentage of terminal future cash flows growth rate | 3.50% | ||||||
Radiation Monitoring Systems | Maximum | |||||||
Goodwill [Line Items] | |||||||
Reporting unit, percentage of discount rate | 10.50% | ||||||
Radiation Monitoring Systems | Minimum | |||||||
Goodwill [Line Items] | |||||||
Reporting unit, percentage of discount rate | 9% |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||||
Goodwill, beginning balance | $ 1,551,000,000 | $ 1,551,000,000 | $ 1,662,600,000 | ||
CI acquisition | 4,900,000 | ||||
Goodwill impairment | 0 | $ 0 | (55,200,000) | $ 0 | |
Business Combination and other acquisitions - measurement period adjustments | 2,700,000 | ||||
Translation adjustment | (64,000,000) | ||||
Goodwill, ending balance | 1,551,000,000 | 1,551,000,000 | |||
Medical | |||||
Goodwill [Roll Forward] | |||||
Goodwill, beginning balance | 710,600,000 | 710,600,000 | 712,500,000 | ||
CI acquisition | |||||
Goodwill impairment | 0 | ||||
Business Combination and other acquisitions - measurement period adjustments | (1,900,000) | ||||
Translation adjustment | 0 | ||||
Goodwill, ending balance | 710,600,000 | 710,600,000 | |||
Industrial | |||||
Goodwill [Roll Forward] | |||||
Goodwill, beginning balance | 840,400,000 | 840,400,000 | $ 950,100,000 | ||
CI acquisition | 4,900,000 | ||||
Goodwill impairment | (55,200,000) | ||||
Business Combination and other acquisitions - measurement period adjustments | 4,600,000 | ||||
Translation adjustment | (64,000,000) | ||||
Goodwill, ending balance | $ 840,400,000 | $ 840,400,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 808.6 | $ 838.9 |
Accumulated Amortization | (140.1) | (32) |
Net Book Value | 668.5 | 806.9 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 330.9 | 341 |
Accumulated Amortization | (65.6) | (15.3) |
Net Book Value | 265.2 | 325.7 |
Distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 60.6 | 61 |
Accumulated Amortization | (6.9) | (1.5) |
Net Book Value | 53.7 | 59.5 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 240.9 | 251.2 |
Accumulated Amortization | (27.9) | (5.9) |
Net Book Value | 213 | 245.3 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 95.6 | 100 |
Accumulated Amortization | (9.2) | (2.1) |
Net Book Value | 86.4 | 97.9 |
Backlog and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 80.6 | 85.7 |
Accumulated Amortization | (30.5) | (7.2) |
Net Book Value | $ 50.1 | $ 78.4 |
Minimum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Average Life in Years | 6 years | 6 years |
Minimum | Distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Average Life in Years | 7 years | 7 years |
Minimum | Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Average Life in Years | 5 years | 5 years |
Minimum | Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Average Life in Years | 3 years | 3 years |
Minimum | Backlog and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Average Life in Years | 1 year | 1 year |
Maximum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Average Life in Years | 13 years | 13 years |
Maximum | Distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Average Life in Years | 13 years | 13 years |
Maximum | Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Average Life in Years | 16 years | 16 years |
Maximum | Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Average Life in Years | 10 years | 10 years |
Maximum | Backlog and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Average Life in Years | 4 years | 4 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cost of revenues | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense for intangible assets in: | $ 6.6 | $ 5.4 | $ 19.9 | $ 16.7 |
Operating expenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense for intangible assets in: | $ 28.6 | $ 10.7 | $ 91.6 | $ 36.6 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) $ / shares in Units, € in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Oct. 20, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 EUR (€) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Sep. 30, 2022 EUR (€) | Dec. 31, 2021 EUR (€) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2019 EUR (€) | Jul. 31, 2019 USD ($) | May 31, 2019 USD ($) | May 31, 2019 CAD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||
Fair market value of credit agreement | $ 784,700,000 | $ 784,700,000 | $ 825,200,000 | |||||||||||||
Amortization expense | $ 900,000 | $ 1,900,000 | ||||||||||||||
Debt instrument, overdraft facilities amount | 0 | 0 | 0 | |||||||||||||
Accounts receivable, held-for-sale | 8,900,000 | 8,900,000 | 9,100,000 | € 8.5 | € 8 | |||||||||||
Other short-term borrowings | $ 0 | $ 0 | 400,000 | |||||||||||||
Plus Accrued Paid In Kind Interest Notes | Shareholder | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 11.50% | 11.50% | 11.50% | |||||||||||||
Related party debt notes authorized to be issued amount | $ 900,000,000 | |||||||||||||||
Related party debt notes additional authorized to be Issued amount | 181,500,000 | |||||||||||||||
Plus Accrued Paid In Kind Interest Notes | Management | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Related party debt notes authorized to be issued amount | 5,000,000 | |||||||||||||||
Letter of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, current borrowing capacity | $ 63,100,000 | 63,100,000 | 79,700,000 | € 64.5 | € 70.3 | |||||||||||
Proceeds from lines of credit | 42,700,000 | € 43.6 | 42,700,000 | € 37.7 | ||||||||||||
Restricted cash | $ 1,400,000 | $ 1,400,000 | 1,300,000 | |||||||||||||
Letter of Credit | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 0.50% | 0.50% | 0.50% | |||||||||||||
Letter of Credit | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 2% | 2% | 2% | |||||||||||||
2021 Credit Agreement | Secured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loan amount | $ 830,000,000 | $ 830,000,000 | ||||||||||||||
2021 Credit Agreement | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loan amount | $ 90,000,000 | $ 90,000,000 | ||||||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | 0.50% | ||||||||||||||
Line of credit facility, stepdowns, commitment fee percentage | 0.375% | 0.375% | ||||||||||||||
Line of credit facility, commitment fee percentage | 0.25% | 0.25% | ||||||||||||||
Leverage ratio | 7 | 7 | ||||||||||||||
Revolving credit facility of exceed revolving credit commitment, percentage | 40% | 40% | ||||||||||||||
Loan term | 5 years | 5 years | 5 years | |||||||||||||
Maximum borrowing capacity | $ 81,700,000 | $ 81,700,000 | $ 81,900,000 | |||||||||||||
Debt issuance costs | 1,800,000 | |||||||||||||||
Amortization expense | $ 900,000 | $ 2,700,000 | ||||||||||||||
Write off of debt issuance cost | 400,000 | |||||||||||||||
2021 Credit Agreement | Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, basis spread on variable rate | 2.75% | 2.75% | ||||||||||||||
2021 Credit Agreement | Term Loan Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loan term | 7 years | 7 years | ||||||||||||||
Debt instrument, quarterly repayment, percentage | 0.25% | 0.25% | 0.25% | |||||||||||||
Repayments of term loan | $ 4,600,000 | $ 1,700,000 | ||||||||||||||
Term loan, amount outstanding | $ 823,800,000 | 823,800,000 | $ 828,300,000 | |||||||||||||
Debt issuance costs | $ 21,700,000 | |||||||||||||||
Write off of debt issuance cost | $ 15,400,000 | |||||||||||||||
2021 Credit Agreement | Term Loan Facility | Adjusted LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 5.63% | 5.63% | 3.25% | 5.63% | 3.25% | |||||||||||
2021 Credit Agreement | Term Loan Facility | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, basis spread on variable rate | 0.50% | 0.50% | ||||||||||||||
2021 Credit Agreement | Term Loan Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, basis spread on variable rate | 2.75% | 2.75% | ||||||||||||||
2021 Credit Agreement | Letter of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maximum borrowing capacity | $ 8,300,000 | $ 8,300,000 | $ 8,100,000 | |||||||||||||
2019 Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instruments, interest rate period | 3 months | 3 months | ||||||||||||||
2019 Credit Facility | Secured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loan amount | $ 450,000,000 | |||||||||||||||
2019 Credit Facility | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loan amount | 90,000,000 | |||||||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | |||||||||||||||
Loan term | 5 years | 5 years | ||||||||||||||
2019 Credit Facility | Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, basis spread on variable rate | 4% | |||||||||||||||
2019 Credit Facility | Term Loan Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loan amount | € | € 125 | |||||||||||||||
2019 Credit Facility | USD Term Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loan amount | $ 225,000,000 | $ 66,000,000 | $ 34,000,000 | |||||||||||||
Loan term | 7 years | 7 years | ||||||||||||||
Debt instrument, quarterly repayment, percentage | 0.25% | 0.25% | ||||||||||||||
2019 Credit Facility | USD Term Loan | Adjusted LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 4.15% | 4.15% | ||||||||||||||
2019 Credit Facility | USD Term Loan | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, basis spread on variable rate | 4% | |||||||||||||||
2019 Credit Facility | London Interbank Offered Rate (LIBOR) | Eurodollar | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayment of debt | $ 3,900,000 | |||||||||||||||
2019 Credit Facility | Euro Term Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, quarterly repayment, percentage | 0.25% | 0.25% | ||||||||||||||
2019 Credit Facility | Euro Term Loan | Eurodollar | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loan term | 7 years | 7 years | ||||||||||||||
Interest rate | 4.25% | 4.25% | ||||||||||||||
Repayment of debt | $ 700,000 | |||||||||||||||
2019 Credit Facility | Euro Term Loan | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, basis spread on variable rate | 4.25% | |||||||||||||||
2019 Credit Facility | NRG Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loan amount | $ 7,400,000 | € 7.2 | ||||||||||||||
Interest rate | 2% | 2% | ||||||||||||||
2019 Credit Facility | Canadian Financial Institution | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loan amount | $ 1,300,000 | $ 1.7 | ||||||||||||||
Interest rate | 4.69% | 4.69% | ||||||||||||||
GSAH | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Purchase consideration | $ 2,600,000,000 | |||||||||||||||
Beginning balance, cash consideration paid by GSAH | 1,300,000,000 | |||||||||||||||
Equity interest, value | $ 400,000,000 | |||||||||||||||
Share price (in dollars per share) | $ / shares | $ 10.45 | |||||||||||||||
GSAH | Class A Common Stock | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Business acquisition equity interest issued or issuable (in shares) | shares | 30,401,902 | |||||||||||||||
GSAH | Class B Common Stock | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Business acquisition equity interest issued or issuable (in shares) | shares | 8,560,540 |
Borrowings - Schedule of Third
Borrowings - Schedule of Third Party Notes Payable (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total third-party borrowings | $ 826.7 | $ 831.8 |
Less: notes payable to third-parties, current | (5.2) | (3.9) |
Less: deferred financing costs | (18.7) | (21.1) |
Notes payable to third-parties, non-current | 802.8 | 806.8 |
2021 Credit Agreement | ||
Debt Instrument [Line Items] | ||
Total third-party borrowings | 823.8 | 828.3 |
Canadian Financial Institution | ||
Debt Instrument [Line Items] | ||
Total third-party borrowings | 1 | 1.2 |
Other | ||
Debt Instrument [Line Items] | ||
Total third-party borrowings | 1.9 | 2.3 |
Draw on revolving line of credit | ||
Debt Instrument [Line Items] | ||
Total third-party borrowings | $ 0 | $ 0 |
Borrowings - Schedule of Contra
Borrowings - Schedule of Contractual Principal Payments (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Remainder of 2022 | $ 2.1 | |
2023 | 8.4 | |
2024 | 8.3 | |
2025 | 8.2 | |
2026 | 9.6 | |
Thereafter | 790.1 | |
Gross Payments | 826.7 | $ 831.8 |
Unamortized debt issuance costs | (18.7) | $ (21.1) |
Total third-party borrowings, net of debt issuance costs | $ 808 |
Leased Assets - Narrative (Deta
Leased Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease, cost | $ 2.3 | $ 2 | $ 7.6 | $ 7.6 |
Operating lease, payments | 2.9 | 8.8 | ||
Right-of-use asset obtained in exchange for operating lease liability | $ 0.4 | $ 3.3 | ||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee, operating lease, remaining lease term | 1 month | 1 month | ||
Lessee, operating Lease, extended lease term | 1 year | 1 year | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee, operating lease, remaining lease term | 30 years | 30 years | ||
Lessee, operating Lease, extended lease term | 10 years | 10 years |
Leased Assets - Schedule of Ope
Leased Assets - Schedule of Operating Lease Assets and Liabilities on Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease assets | $ 41.8 | $ 45.7 |
Financing lease assets | 0.6 | 0.9 |
Current operating lease liabilities | 8.6 | 9.3 |
Non-current operating lease liabilities | 36.4 | 40.6 |
Total operating lease liabilities: | 45 | 49.9 |
Current financing lease liabilities | 0.5 | 0.6 |
Non-current financing lease liabilities | 0.1 | 0.3 |
Total financing lease liabilities: | $ 0.6 | $ 0.9 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Deferred income taxes, non-current | Deferred income taxes, non-current |
Leased Assets - Schedule of Wei
Leased Assets - Schedule of Weighted Average Lease Term and Discount Rate for Operating Lease (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term (in years) | 7 years | 7 years 6 months |
Weighted average discount rate | 4.13% | 4.19% |
Leased Assets - Schedule of Und
Leased Assets - Schedule of Undiscounted Future Minimum Lease Payments (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 | $ 3.5 | |
2023 | 9.7 | |
2024 | 8.3 | |
2025 | 6.8 | |
2026 | 5.1 | |
2027 and thereafter | 18.7 | |
Total undiscounted future minimum lease payments | 52.1 | |
Less: Imputed interest | (7.1) | |
Total operating lease liabilities: | $ 45 | $ 49.9 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Unconditional Purchase Obligations (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 15.4 |
2023 | 22.7 |
2024 | 3.7 |
2025 | 1.4 |
2026 | 1.4 |
2027 and thereafter | 0 |
Total | $ 44.6 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate reconciliation, percent | 9% | 9.10% | 11.40% | (1.90%) |
Supplemental Disclosures to C_3
Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows - Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Paid For: | ||||
Cash paid for interest | $ 25.8 | $ 30.4 | ||
Cash paid for income taxes | 8.3 | 11.8 | ||
Non-Cash Investing and Financing Activities: | ||||
Property, plant, and equipment purchases in accounts payable | 0.1 | 2 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | 58.4 | $ 84 | ||
Restricted cash—current | 0.5 | 0.6 | ||
Restricted cash—non-current | 0.9 | 0.7 | ||
Total cash, cash equivalents, and restricted cash | $ 59.8 | $ 101.9 | $ 85.3 | $ 108.7 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Jun. 17, 2021 | Aug. 13, 2020 | Sep. 30, 2022 | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Oct. 19, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 18,750,000 | 18,750,000 | |||||
Stock-based compensation expense | $ 6.8 | $ 20.3 | |||||
Profit interests, percent | 50% | ||||||
Profit Interest 1 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Profit interests (in shares) | 3,200,000 | ||||||
Profits interest, threshold price (in dollars per share) | $ 12 | $ 12 | |||||
Profit Interest 2 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Profit interests (in shares) | 2,000,000 | ||||||
Profits interest, threshold price (in dollars per share) | $ 14 | 14 | |||||
Profit Interest 3 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Profit interests (in shares) | 3,000,000 | ||||||
Profits interest, threshold price (in dollars per share) | $ 16 | $ 16 | |||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of trading days for determining the value per share | 20 days | 20 days | 20 days | ||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of trading days for determining the value per share | 30 days | 30 days | 30 days | ||||
Lawrence Kingsley (Chairman of Board) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued (in shares) | 4,200,000 | ||||||
Thomas Logan (CEO) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued (in shares) | 3,200,000 | ||||||
Brian Schopfer (CFO) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued (in shares) | 700,000 | ||||||
Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 18,750,000 | 200,102,086 | 200,102,086 | 199,523,292 | |||
Stock-based compensation expense | $ 0.1 | $ 0.3 | |||||
2021 Omnibus Incentive Plan | Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, capital shares reserved for future issuance (in shares) | 24,699,345 | 19,952,329 | |||||
Common stock outstanding, ownership percentage | 3% | ||||||
Common stock, shares outstanding (in shares) | 9,976,164 | ||||||
Stock-based compensation expense | $ 1.6 | $ 4.3 | |||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for grant (in shares) | 19,086 | 19,086 | |||||
Requisite service period | 3 years | ||||||
Performance-based Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for grant (in shares) | 0 | 0 | |||||
Non-Employee Directors | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 0.1 | $ 0.5 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 17, 2021 | Aug. 13, 2020 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Common stock, shares outstanding (in shares) | 18,750,000 | ||||
Transfer of membership interests to certain individuals (in shares) | 8,100,000 | ||||
GS DC Sponsor I LLC | Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Class of warrant or right outstanding (in shares) | 8,500,000 | ||||
Share price (in dollars per share) | $ 2 | ||||
Stock issued during period, value, new issues | $ 17 | ||||
Warrant exercise price (in dollars per share) | $ 11.50 | ||||
Charterhouse Capital Partners L L P | |||||
Related Party Transaction [Line Items] | |||||
Quarterly management fees | $ 0 | $ 0.1 | |||
Minimum | |||||
Related Party Transaction [Line Items] | |||||
Number of trading days for determining the value per share | 20 days | 20 days | 20 days | ||
Maximum | |||||
Related Party Transaction [Line Items] | |||||
Number of trading days for determining the value per share | 30 days | 30 days | 30 days | ||
Profit Interest 1 | |||||
Related Party Transaction [Line Items] | |||||
Profits interest, threshold price (in dollars per share) | $ 12 | $ 12 | |||
Profit Interest 2 | |||||
Related Party Transaction [Line Items] | |||||
Profits interest, threshold price (in dollars per share) | 14 | 14 | |||
Profit Interest 3 | |||||
Related Party Transaction [Line Items] | |||||
Profits interest, threshold price (in dollars per share) | $ 16 | $ 16 | |||
Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares outstanding (in shares) | 18,750,000 | 8,040,540 | 8,560,540 | ||
Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares outstanding (in shares) | 18,750,000 | 200,102,086 | 199,523,292 | ||
Class of warrant or right outstanding (in shares) | 27,249,879 | ||||
Warrant exercise price (in dollars per share) | $ 11.50 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 160.9 | $ 144.3 | $ 499.9 | $ 490.5 |
Loss from operations | (27.6) | (8.9) | (135.9) | (13.1) |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 160.9 | 144.3 | 499.9 | 490.5 |
Loss from operations | (27.6) | (8.9) | (135.9) | (13.1) |
Operating Segments | Medical | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 68.7 | 52 | 195.6 | 155.6 |
Loss from operations | 0.4 | 2.6 | (3.2) | (0.1) |
Operating Segments | Industrial | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 92.2 | 92.3 | 304.3 | 334.9 |
Loss from operations | (2.5) | 12.5 | (49.1) | 60.2 |
Operating Segments | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Loss from operations | (2.1) | 15.1 | (52.3) | 60.1 |
Operating Segments | Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Loss from operations | $ (25.5) | $ (24) | $ (83.6) | $ (73.2) |
Segment Information - Revenue f
Segment Information - Revenue from External Customers by Geographic Areas (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | $ 160.9 | $ 144.3 | $ 499.9 | $ 490.5 |
North America | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 113.4 | 94.6 | 322.8 | 293.4 |
North America | Medical | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 63.7 | 47.3 | 181 | 141.2 |
North America | Industrial | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 49.7 | 47.3 | 141.8 | 152.2 |
Europe | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 46 | 48.2 | 166.7 | 184.6 |
Europe | Medical | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 5.1 | 4.7 | 14.7 | 14.4 |
Europe | Industrial | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 40.9 | 43.5 | 152 | 170.2 |
Asia Pacific | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 1.5 | 1.5 | 10.4 | 12.5 |
Asia Pacific | Medical | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Asia Pacific | Industrial | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | $ 1.5 | $ 1.5 | $ 10.4 | $ 12.5 |
Segment Information - Schedul_2
Segment Information - Schedule of Revenue by Timing of Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue, Major Customer [Line Items] | ||||
Total revenues | $ 160.9 | $ 144.3 | $ 499.9 | $ 490.5 |
Point in time | ||||
Revenue, Major Customer [Line Items] | ||||
Total revenues | 88.8 | 103 | 323 | 357 |
Over time | ||||
Revenue, Major Customer [Line Items] | ||||
Total revenues | $ 72.1 | $ 41.3 | $ 176.9 | $ 133.5 |
Segment Information - Revenue_2
Segment Information - Revenue from External Customers by Products and Services (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from External Customer [Line Items] | ||||
Total revenues | $ 160.9 | $ 144.3 | $ 499.9 | $ 490.5 |
Medical | Medical | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 68.7 | 52 | 195.6 | 155.6 |
Reactor Safety and Control Systems | Industrial | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 23.7 | 29.4 | 89.2 | 109 |
Radiological Search, Measurement, and Analysis Systems | Industrial | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | $ 68.5 | $ 62.9 | $ 215.1 | $ 225.9 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Detail) - Fair Value, Recurring - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Level 1 | ||
Liabilities | ||
Public warrants | $ 27.9 | $ 46.9 |
Private placement warrants | 0 | 0 |
Level 1 | Cash, cash equivalents, and restricted cash | ||
Assets | ||
Assets | 59.8 | 85.3 |
Level 1 | Discretionary retirement plan | ||
Assets | ||
Assets | 2.9 | 3.7 |
Liabilities | ||
Discretionary retirement plan | 2.9 | 3.7 |
Level 2 | ||
Liabilities | ||
Public warrants | 0 | 0 |
Private placement warrants | 12.7 | 21.2 |
Level 2 | Cash, cash equivalents, and restricted cash | ||
Assets | ||
Assets | 0 | 0 |
Level 2 | Discretionary retirement plan | ||
Assets | ||
Assets | 0.9 | 0.8 |
Liabilities | ||
Discretionary retirement plan | 0.9 | 0.8 |
Level 3 | ||
Liabilities | ||
Public warrants | 0 | 0 |
Private placement warrants | 0 | 0 |
Level 3 | Cash, cash equivalents, and restricted cash | ||
Assets | ||
Assets | 0 | 0 |
Level 3 | Discretionary retirement plan | ||
Assets | ||
Assets | 0 | 0 |
Liabilities | ||
Discretionary retirement plan | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Change in fair values of warrant liabilities | $ (12) | $ 0 | $ 27.5 | $ 0 |
Loss Per Share - Reconciliation
Loss Per Share - Reconciliation of Numerator and Denominator (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Net loss attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) shareholders | $ (47.1) | $ (46.7) | $ (123.4) | $ (141.3) |
Weighted average common shares outstanding — basic (in shares) | 181,333,000 | 6,665,000 | 181,058,000 | 6,623,000 |
Weighted average common shares outstanding — diluted (in shares) | 181,333,000 | 6,665,000 | 181,058,000 | 6,623,000 |
Net loss per common share attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) stockholders — basic (in dollars per share) | $ (0.26) | $ (7.01) | $ (0.68) | $ (21.33) |
Net loss per common share attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) stockholders — diluted (in dollars per share) | $ (0.26) | $ (7.01) | $ (0.68) | $ (21.33) |
Share-based awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Anti-dilutive employee share-based awards, excluded | 1,735,000 | 173,000 | 939,000 | 215,000 |
Loss Per Share - Narrative (Det
Loss Per Share - Narrative (Details) - $ / shares | 9 Months Ended | |||
Jun. 17, 2021 | Aug. 13, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, shares outstanding (in shares) | 18,750,000 | |||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of trading days for determining the value per share | 20 days | 20 days | 20 days | |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of trading days for determining the value per share | 30 days | 30 days | 30 days | |
Share-based Payment Arrangement, Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average grant-date fair value, granted (dollars per share) | $ 12 | |||
Share-based Payment Arrangement, Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average grant-date fair value, granted (dollars per share) | 14 | |||
Share-based Payment Arrangement, Tranche Three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average grant-date fair value, granted (dollars per share) | $ 16 | |||
Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Class of warrant or right outstanding (in shares) | 27,249,879 | |||
Warrant exercise price (in dollars per share) | $ 11.50 | |||
Common stock, shares outstanding (in shares) | 18,750,000 | 200,102,086 | 199,523,292 |
Restructuring (Details)
Restructuring (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Restructuring and Related Activities [Abstract] | |
Effect on future cash flows | $ 0.4 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Reserve by Type of Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Severance and employee costs | $ 0.1 | $ 0.9 | $ 1.6 | $ 3.9 |
Other | 0.5 | 0.6 | 3.8 | 1.3 |
Restructuring charges | 0.6 | 1.5 | 5.4 | 5.2 |
Cost of revenues | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and employee costs | 0.1 | 0.9 | 0.3 | 3.1 |
Other | 0 | 0 | 0.5 | 0.6 |
Restructuring charges | 0.1 | 0.9 | 0.8 | 3.7 |
Selling, general and administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and employee costs | 0 | 0 | 1.3 | 0.8 |
Other | 0.5 | 0.6 | 3.3 | 0.7 |
Restructuring charges | $ 0.5 | $ 0.6 | $ 4.6 | $ 1.5 |
Restructuring - Schedule of R_2
Restructuring - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | $ 1.7 | $ 1.7 | $ 1.4 | ||
Restructuring charges | 0.6 | $ 1.5 | 5.4 | $ 5.2 | |
Payments | (5.1) | ||||
Adjustments | 0 | ||||
Restructuring reserve, ending balance | $ 1.7 | $ 1.7 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||||||||
Oct. 20, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Noncontrolling Interest [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, exercise price (in dollars per share) | $ 10 | ||||||||
Noncontrolling interest | $ 1,575 | $ 1,658.9 | $ 1,757.2 | $ 1,784 | $ (899) | $ (839.5) | $ (792.2) | $ (733.4) | |
Noncontrolling Interests | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Noncontrolling interest | $ 73.6 | $ 78.7 | $ 88 | $ 90.8 | $ 2.1 | $ 2.1 | $ 2.2 | $ 2.2 | |
IntermediateCo Class B common stock | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Shares issued (in shares) | 1 | ||||||||
Percentage of non-voting share | 96% | ||||||||
Percentage of non-voting interests not attributable portion | 4% | 3.90% | |||||||
IntermediateCo Class A common stock | GSAH | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Percentage of voting shares | 100% | ||||||||
Class B Common Stock | GSAH | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Business acquisition equity interest issued or issuable (in shares) | 8,560,540 | ||||||||
Class B Common Stock | Intermediate Co | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Business acquisition equity interest issued or issuable (in shares) | 8,560,540 | 8,040,540 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event € in Millions, $ in Millions | Oct. 31, 2022 USD ($) | Oct. 31, 2022 EUR (€) |
Euro Term Loan | ||
Subsequent Event [Line Items] | ||
Loan amount | € | € 115.7 | |
Interest rate | 5.83% | 5.83% |
USD Term Loan | ||
Subsequent Event [Line Items] | ||
Loan amount | $ | $ 115.6 | |
Interest rate | 7.66% | 7.66% |