Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | Q1 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
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 | 217,904,643 | |
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 $11.50 | |
Trading Symbol | MIR WS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,847,333 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 88.3 | $ 73.5 |
Restricted cash | 0.7 | 0.5 |
Accounts receivable, net of allowance for doubtful accounts | 152 | 171.2 |
Costs in excess of billings on uncompleted contracts | 67.2 | 50 |
Inventories | 157.5 | 143.3 |
Prepaid expenses and other current assets | 32.6 | 33.6 |
Assets held for sale | 10.1 | 8.5 |
Total current assets | 508.4 | 480.6 |
Property, plant, and equipment, net | 126 | 124.3 |
Operating lease right-of-use assets | 38.7 | 40.1 |
Goodwill | 1,424.9 | 1,418 |
Intangible assets, net | 619.8 | 650.4 |
Restricted cash | 1.1 | 1 |
Other assets | 15.9 | 24.3 |
Total assets | 2,734.8 | 2,738.7 |
Current liabilities: | ||
Accounts payable | 66 | 67.7 |
Deferred contract revenue | 78.2 | 83 |
Notes payable to third-parties, current | 5.8 | 5.3 |
Operating lease liability, current | 8.4 | 8.5 |
Accrued expenses and other current liabilities | 74.9 | 79.8 |
Total current liabilities | 233.3 | 244.3 |
Notes payable to third-parties, non-current | 679.3 | 801.5 |
Warrant liabilities | 43.9 | 30.5 |
Operating lease liability, non-current | 32.7 | 34.3 |
Deferred income taxes, non-current | 109.3 | 116.3 |
Other liabilities | 48.3 | 44.6 |
Total liabilities | 1,146.8 | 1,271.5 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity (deficit): | ||
Additional paid-in capital | 2,039.4 | 1,882.4 |
Accumulated deficit | (450.4) | (408.5) |
Accumulated other comprehensive loss | (67.7) | (75.7) |
Mirion Technologies, Inc. stockholders’ equity | 1,521.3 | 1,398.2 |
Noncontrolling interests | 66.7 | 69 |
Total stockholders’ equity | 1,588 | 1,467.2 |
Total liabilities and stockholders’ equity | 2,734.8 | 2,738.7 |
Class A Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock par value $0.0001 | 0 | 0 |
Class B Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock par value $0.0001 | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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) | 217,687,852 | 200,298,834 |
Common stock, shares outstanding (in shares) | 217,687,852 | 200,298,834 |
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) | 7,847,333 | 8,040,540 |
Common stock, shares outstanding (in shares) | 7,847,333 | 8,040,540 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues: | ||
Total revenues | $ 182.1 | $ 163.2 |
Cost of revenues: | ||
Total cost of revenues | 103 | 98.8 |
Gross profit | 79.1 | 64.4 |
Operating expenses: | ||
Selling, general and administrative | 85.1 | 90.9 |
Research and development | 7.6 | 7.1 |
Total operating expenses | 92.7 | 98 |
Loss from operations | (13.6) | (33.6) |
Other expense (income): | ||
Third party interest expense | 14.9 | 7.9 |
Loss on debt extinguishment | 2.6 | 0 |
Foreign currency (gain) loss, net | (0.3) | 1.5 |
Increase (decrease) in fair value of warrant liabilities | 13.4 | (19.9) |
Other income, net | (0.2) | 0 |
Loss before income taxes | (44) | (23.1) |
Benefit from income taxes | (1.1) | (4.1) |
Net loss | (42.9) | (19) |
Loss attributable to noncontrolling interests | (1) | (1.3) |
Net loss attributable to Mirion Technologies, Inc. | $ (41.9) | $ (17.7) |
Net loss per common share attributable to Mirion Technologies, Inc. stockholders — basic (in dollars per share) | $ (0.22) | $ (0.10) |
Net loss per common share attributable to Mirion Technologies, Inc. stockholders — diluted (in dollars per share) | $ (0.22) | $ (0.10) |
Weighted average common shares outstanding — basic (in shares) | 187,701 | 180,774 |
Weighted average common shares outstanding — diluted (in shares) | 187,701 | 180,774 |
Product | ||
Revenues: | ||
Total revenues | $ 132.4 | $ 116.9 |
Cost of revenues: | ||
Total cost of revenues | 76.8 | 74.8 |
Service | ||
Revenues: | ||
Total revenues | 49.7 | 46.3 |
Cost of revenues: | ||
Total cost of revenues | $ 26.2 | $ 24 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (42.9) | $ (19) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation, net of tax | 10.6 | (15.7) |
Unrealized losses on net investment hedges, net of tax | (2.3) | 0 |
Other comprehensive income (loss), net of tax | 8.3 | (15.7) |
Comprehensive loss | (34.6) | (34.7) |
Less: Comprehensive loss attributable to noncontrolling interests | (0.7) | (2.8) |
Comprehensive loss attributable to Mirion Technologies, Inc. | $ (33.9) | $ (31.9) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Millions | Total | Private Placement | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Private Placement | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests |
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] | |||||||||
Stock-based compensation expense | 7.8 | 7.8 | |||||||
Warrant exercises and redemptions (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, 2022 | 200,298,834 | 8,040,540 | |||||||
Beginning balance at Dec. 31, 2022 | 1,467.2 | $ 0 | 1,882.4 | (408.5) | (75.7) | 69 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock-based compensation expense | 5.5 | 5.5 | |||||||
Warrant exercises and redemptions (in shares) | 100 | ||||||||
Stock issued for vested restricted stock units (in shares) | 40,764 | ||||||||
Stock compensation to directors in lieu of cash compensation (in shares) | 12,090 | ||||||||
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) | 193,207 | (193,207) | |||||||
Conversion of shares of class B common stock to class A common stock | 0 | 1.6 | (1.6) | ||||||
Issuance of shares of class A common stock under a direct registered offering, net of offering costs (in shares) | 17,142,857 | ||||||||
Issuance of shares of class A common stock under a direct registered offering, net of offering costs | $ 149.8 | $ 149.8 | |||||||
Net loss | (42.9) | (41.9) | (1) | ||||||
Other comprehensive loss | 8.3 | 8 | 0.3 | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 217,687,852 | 7,847,333 | |||||||
Ending balance at Mar. 31, 2023 | $ 1,588 | $ 0 | $ 2,039.4 | $ (450.4) | $ (67.7) | $ 66.7 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (42.9) | $ (19) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization expense | 41.3 | 44.9 |
Stock-based compensation expense | 5.5 | 7.9 |
Amortization of debt issuance costs | 3.5 | 1 |
Provision for doubtful accounts | 0.8 | (0.2) |
Inventory obsolescence write down | 1 | 0.2 |
Change in deferred income taxes | (7.1) | (10.4) |
Loss (gain) on disposal of property, plant and equipment | 0.8 | (0.7) |
Loss (gain) on foreign currency transactions | (0.3) | 1.5 |
Increase (decrease) in fair values of warrant liabilities | 13.4 | (19.9) |
Other | 0 | 0.1 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 19.1 | 17.6 |
Costs in excess of billings on uncompleted contracts | (8.6) | (5.2) |
Inventories | (13.9) | (0.9) |
Prepaid expenses and other current assets | (0.3) | 1.7 |
Accounts payable | (2.5) | (6.8) |
Accrued expenses and other current liabilities | (8.5) | (0.9) |
Deferred contract revenue | (3.6) | (0.3) |
Other assets | 0.4 | 0 |
Other liabilities | (0.8) | 0.8 |
Net cash (used in) provided by operating activities | (2.7) | 11.4 |
INVESTING ACTIVITIES: | ||
Purchases of property, plant, and equipment and badges | (7.5) | (8.7) |
Sales of property, plant, and equipment | 0 | 0.8 |
Net cash used in investing activities | (7.5) | (7.9) |
FINANCING ACTIVITIES: | ||
Issuances of common stock | 150 | 0 |
Common stock issuance costs | (0.2) | 0 |
Term loan principal repayments | (125) | 0 |
Principal repayments | 0 | (0.4) |
Other financing | (0.2) | (0.2) |
Net cash provided by (used in) financing activities | 24.6 | (0.6) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 0.7 | (1) |
Net increase in cash, cash equivalents, and restricted cash | 15.1 | 1.9 |
Cash, cash equivalents, and restricted cash at beginning of period | 75 | 85.3 |
Cash, cash equivalents, and restricted cash at end of period | $ 90.1 | $ 87.2 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022, which include a complete set of footnote disclosures, including our significant accounting policies included in our Annual Report on Form 10-K. The results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned and majority-owned or controlled subsidiaries. For consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocated to noncontrolling interests is reported as “Income (Loss) attributable to noncontrolling interests” in the Condensed Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated in consolidation. The Company recognizes a noncontrolling interest for the portion of Class B common stock of IntermediateCo that is not attributable to the Company. See Note 21, Noncontrolling Interests. Segments The Company manages its operations through two operating and reportable segments: Medical and Industrial. These segments align the Company’s products and service offerings with customer use in medical and industrial markets and are consistent with how the Company’s Chief Executive Officer, its Chief Operating Decision Maker (“CODM”), reviews and evaluates the Company’s operations. The CODM allocates resources and evaluates the financial performance of each operating segment. The Company’s segments are strategic businesses that are managed separately because each one develops, manufactures and markets distinct products and services. Refer to Note 16, Segment Information , for further detail. Use of Estimates Management estimates and judgments are an integral part of financial statements prepared in accordance with GAAP. We believe that the critical accounting policies listed below address the more significant estimates required of management when preparing our consolidated financial statements in accordance with GAAP. We consider an accounting estimate critical if changes in the estimate may have a material impact on our financial condition or results of operations. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, actual results could differ from the original estimates, requiring adjustment to these balances in future periods. The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include but are not limited to: business combinations, goodwill and intangible assets; estimated progress toward completion for certain revenue contracts; uncertain tax positions and tax valuation allowances and derivative warrant liabilities. Significant Accounting Policies Accounts Receivable and Allowance for Doubtful Accounts The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts. The allowance for doubtful accounts was $7.8 million and $7.4 million as of March 31, 2023 and December 31, 2022, respectively. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets are primarily comprised of various prepaid assets including prepaid insurance, short-term marketable securities, and income tax receivables. The components of prepaid expenses and other current assets consist of the following (in millions): March 31, 2023 December 31, 2022 Prepaid insurance $ 2.5 $ 3.2 Short-term marketable securities 4.8 4.3 Income tax receivable and prepaid income taxes 1.2 2.8 Other tax receivables 1.6 1.6 Other current assets 22.5 21.7 $ 32.6 $ 33.6 Facility and Equipment Decommissioning Liabilities The Company has asset retirement obligations (“ARO”) consisting primarily of equipment and facility decommissioning costs. ARO liabilities totaled $2.5 million for both periods ended March 31, 2023 and December 31, 2022, and were included in deferred income taxes and other liabilities on the Condensed Consolidated Balance Sheets. Accretion expense related to these liabilities was not material for any periods presented. Revenue Recognition The Company recognizes revenue from arrangements that include performance obligations to design, engineer, manufacture, deliver, and install products. If a performance obligation does not qualify for over-time revenue recognition, revenue is then recognized at the point-in-time in which control of the distinct good or service is transferred to the customer, typically based upon the terms of delivery. Revenue derived from passive dosimetry and analytical services is of a subscription nature and is provided to customers on an agreed-upon recurring monthly, quarterly or annual basis. Revenue is recognized ratably over the service period as the service is continuous, and no other discernible pattern of recognition is evident. Contract Balances The timing of the Company's revenue recognition, invoicing, and cash collections results in accounts receivable, costs and estimated earnings in excess of billings on uncompleted contracts, and deferred contract revenue. Refer to Note 4, Contracts in Progress for further details. Remaining Performance Obligations The remaining performance obligations for all open contracts as of March 31, 2023 include assembly, delivery, installation, and trainings. The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts was approximately $740.8 million and $737.4 million as of March 31, 2023 and December 31, 2022, respectively. As of March 31, 2023, the Company expects to recognize approximately 50%, 25%, 8%, and 8% of the remaining performance obligations as revenue during the fiscal years 2023, 2024, 2025 and 2026, respectively, and the remainder thereafter. Disaggregation of Revenues A disaggregation of the Company’s revenues by segment, geographic region, timing of revenue recognition and product category is provided in Note 16, Segment Information . Warrant Liability As of March 31, 2023, the Company had outstanding warrants to purchase up to 27,249,779 shares of Class A common stock. The Company accounts for the warrants in accordance with the guidance contained in ASC 815, “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the Company’s Condensed Consolidated Statements of Operations. The fair value of the warrants (the "Public Warrants") issued in connection with GSAH's initial public offering has been measured based on the listed market price of such Public Warrants. As the transfer of certain warrants issued in a private placement (the "Private Placement Warrants") to GS Sponsor II LLC, the sponsor of GSAH (the "Sponsor"), to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, we determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. See Note 17, Fair Value Measurements . Concentrations of Risk Financial instruments that are potentially subject to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash in bank deposit accounts that, at times, may exceed the insured limits of the local country. The Company has not experienced any losses in such accounts. The Company sells its products and services mainly to large, private and governmental organizations in the Americas, Europe, the Middle East and Asia Pacific regions. The Company performs ongoing evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. The Company generally does not require its customers to provide collateral or other security to support accounts receivable. As of March 31, 2023 and December 31, 2022, no customer accounted for more than 10% of the accounts receivable balance. Recent Accounting Pronouncements Accounting Guidance Issued But Not Yet Adopted In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ”. ASU 2020-04 provides temporary optional expedients and exceptions for applying GAAP guidance on |
Business Combinations and Acqui
Business Combinations and Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations and Acquisitions | Business Combinations and Acquisitions The Company continually evaluates potential acquisitions that strategically fit with the Company’s existing portfolio. As a result, on August 1, 2022, the Company acquired the Critical Infrastructure ("CI") business of Collins Aerospace (renamed as Secure Integrated Solutions "SIS") via an Asset Purchase Agreement. The Company paid cash of $6.6 million, but due to net working capital (NWC) settlements to be settled in the future, the GAAP consideration was $5.9 million. The SIS business joined our Industrial segment and specializes in delivering physical and cyber security systems to critical infrastructure based on a command-and-control platform that includes video surveillance, access control, intrusion detection, credential/training management, biometrics, and video analytics. The Company used carrying values as of the closing date of the CI Acquisition to value certain current and non-current assets and liabilities, as we determined that they represented the fair value of those items at such date. All identifiable intangible assets acquired in the CI Acquisition were assigned to developed technology for accounting purposes. Transaction costs related to the CI Acquisition were not material for the three months ended March 31, 2023. Measurement period adjustments to the previously disclosed preliminary fair value of net assets related to the CI Acquisition were recorded in 2023, resulting in a $0.9 million net increase in goodwill and corresponding $0.9 million net increase in Other Accrued Liabilities for the three months ended March 31, 2023. All acquisitions are accounted for under the acquisition method of accounting, and the related assets acquired and liabilities assumed are recorded at fair value. The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”), and growth rates. These assumptions are forward looking and could be affected by future economic and market conditions. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. Purchases of acquired businesses resulted in the recognition of goodwill in the Company’s Consolidated Financial Statements, which is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized. The goodwill is not amortized but some portion may be deductible for income tax purposes. This goodwill recorded includes the following: • The expected synergies and other benefits that we believe will result from combining the operations of the acquired business with the operations of Mirion; • Any intangible assets that did not qualify for separate recognition, as well as future, yet unidentified projects and products; • The value of the existing business as an assembled collection of net assets versus if the Company had acquired all of the net assets separately. |
Assets and Liabilities Held for
Assets and Liabilities Held for Sale | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets and Liabilities Held for Sale | Assets and Liabilities Held for SaleIn the fourth quarter of 2022 the Biodex Rehabilitation ("Rehab") business was deemed as held for sale. The following table presents information related to the major classes of assets and liabilities that were classified as held for sale (in millions): March 31, 2023 December 31, 2022 Inventories $ 5.5 $ 3.9 Prepaid expenses and other current assets 0.1 0.1 Property, plant and equipment — net 0.7 0.7 Goodwill 3.8 3.8 Assets held for sale $ 10.1 $ 8.5 Accrued liabilities 1.3 0.7 Other non-current liabilities 0.1 0.1 Liabilities held for sale (1) $ 1.4 $ 0.8 (1) Included in accrued expenses and other liabilities within the consolidated balance sheets. |
Contracts in Progress
Contracts in Progress | 3 Months Ended |
Mar. 31, 2023 | |
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): March 31, 2023 December 31, 2022 Costs incurred on contracts (from inception to completion) $ 270.0 $ 249.6 Estimated earnings 163.6 163.1 Contracts in progress 433.6 412.7 Less: billings to date (377.7) (371.8) $ 55.9 $ 40.9 The carrying amounts related to uncompleted construction-type contracts are included in the accompanying Condensed Consolidated Balance Sheets under the following captions (in millions): March 31, 2023 December 31, 2022 Costs and estimated earnings in excess of billings on uncompleted contracts – current $ 67.2 $ 50.0 Costs and estimated earnings in excess of billings on uncompleted contracts – non-current (1) 9.6 17.3 Billings in excess of costs and estimated earnings on uncompleted contracts – current (2) (18.5) (25.5) Billings in excess of costs and estimated earnings on uncompleted contracts – non-current (3) (2.4) (0.9) $ 55.9 $ 40.9 (1) Included in other assets within the Condensed Consolidated Balance Sheets. (2) Included in deferred contract revenue – current within the Condensed Consolidated Balance Sheets. (3) Included in other liabilities within the Condensed Consolidated Balance Sheets. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2023 | |
Inventories [Abstract] | |
Inventories | Inventories The components of inventories consist of the following (in millions): March 31, 2023 December 31, 2022 Raw materials $ 71.3 $ 69.7 Work in progress 34.8 28.2 Finished goods 51.4 45.4 $ 157.5 $ 143.3 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 3 Months Ended |
Mar. 31, 2023 | |
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): Depreciable March 31, 2023 December 31, 2022 Land, buildings, and leasehold improvements 3-39 years $ 47.6 $ 46.5 Machinery and equipment 5-15 years 34.7 33.6 Badges 3-5 years 34.7 33.4 Furniture, fixtures, computer equipment and other 3-10 years 25.7 25.8 Construction in progress — 21.4 15.9 164.1 155.2 Less: accumulated depreciation and amortization (38.1) (30.9) $ 126.0 $ 124.3 Total depreciation expense included in costs of revenues and operating expenses was as follows (in millions): Three Months Ended March 31, 2023 2022 Depreciation expense in: Cost of revenues $ 4.7 $ 4.2 Operating expenses $ 2.9 $ 1.9 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
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): March 31, 2023 December 31, 2022 Compensation and related benefit costs $ 30.9 $ 37.6 Customer deposits 7.7 8.5 Accrued commissions 0.3 0.4 Accrued warranty costs 5.2 4.4 Non-income taxes payable 9.1 8.7 Pension and other post-retirement obligations 0.4 0.3 Income taxes payable 6.8 5.5 Restructuring 2.3 1.5 Liabilities held for sale 1.4 0.8 Other accrued expenses 10.8 12.1 Total $ 74.9 $ 79.8 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
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. No goodwill impairment was recognized for the three months ended March 31, 2023. The following table shows changes in the carrying amount of goodwill by reportable segment as of March 31, 2023 and December 31, 2022 (in millions): Medical Industrial Consolidated Balance—December 31, 2022 $ 616.0 $ 802.0 $ 1,418.0 Business Combination and other acquisitions - measurement period adjustments — 0.9 0.9 Translation adjustment — 6.0 6.0 Balance—March 31, 2023 $ 616.0 $ 808.9 $ 1,424.9 A portion of goodwill is deductible for income tax purposes. Gross carrying amounts and cumulative goodwill impairment losses are as follows (in millions): March 31, 2023 December 31, 2022 Gross Carrying Amount Cumulative Impairment Gross Carrying Amount Cumulative Impairment Goodwill $ 1,636.7 $ (211.8) $ 1,629.8 $ (211.8) Intangible Assets Intangible assets consist of our developed technology, customer relationships, backlog, trade names, and non-compete agreements at the time of acquisition through business combinations. The customer relationships definite lived intangible assets are amortized using the double declining balance method while all other definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Many of our intangible assets are not deductible for income tax purposes. A summary of intangible assets useful lives, gross carrying value and related accumulated amortization is below (in millions): March 31, 2023 Original Average Gross Carrying Accumulated Net Book Customer relationships 6 - 13 $ 338.0 $ (99.0) $ 239.0 Distributor relationships 7 - 13 60.9 (10.5) 50.4 Developed technology 5 - 16 250.4 (44.2) 206.2 Trade names 3 - 10 98.7 (14.5) 84.2 Backlog and other 1 - 4 75.4 (35.4) 40.0 Total $ 823.4 $ (203.6) $ 619.8 December 31, 2022 Original Average Gross Carrying Accumulated Net Book Customer relationships 6 - 13 $ 336.8 $ (83.1) $ 253.7 Distributor relationships 7 - 13 60.9 (8.7) 52.2 Developed technology 5 - 16 248.9 (36.3) 212.6 Trade names 3 - 10 98.2 (12.0) 86.2 Backlog and other 1 - 4 74.8 (29.1) 45.7 Total $ 819.6 $ (169.2) $ 650.4 Aggregate amortization expense for intangible assets included in cost of revenues and operating expenses was as follows (in millions): Three Months Ended March 31, 2023 2022 Amortization expense for intangible assets in: Cost of revenues $ 6.7 $ 6.7 Operating expenses $ 26.9 $ 32.1 |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2023 | |
Borrowings [Abstract] | |
Borrowings | Borrowings Third-party notes payable consist of the following (in millions): March 31, 2023 December 31, 2022 2021 Credit Agreement $ 696.7 $ 821.7 Canadian Financial Institution 1.0 1.0 Other 1.9 2.0 Draw on revolving line of credit — — Total third-party borrowings 699.6 824.7 Less: notes payable to third-parties, current (5.8) (5.3) Less: deferred financing costs (14.5) (17.9) Notes payable to third-parties, non-current $ 679.3 $ 801.5 As of March 31, 2023 and December 31, 2022, the fair market value of the Company's 2021 Credit Agreement (as defined below) was $682.8 million and $803.2 million, respectively. The fair market value for the 2021 Credit Agreement was estimated using primarily level 2 inputs, including borrowing rates available to the Company at the respective period ends. The fair market value for the Company’s remaining third-party debt approximates the respective carrying amounts as of March 31, 2023 and December 31, 2022. 2021 Credit Agreement In connection with the Business Combination, in October 2021, certain subsidiaries of the Company entered into- a credit agreement (the "2021 Credit Agreement") among Mirion Technologies (HoldingSub2), Ltd., a limited liability company incorporated in England and Wales, as Holdings, Mirion Technologies (US Holdings), Inc., as the Parent Borrower, Mirion Technologies (US), Inc., as the Subsidiary Borrower, the lending institutions party thereto, Citibank, N.A., as the Administrative Agent and Collateral Agent and Goldman Sachs Lending Partners, Citigroup Global Markets Inc., Jefferies Finance LLC and JPMorgan Chase Bank, N.A., as the Joint Lead Arrangers and Bookrunners. The 2021 Credit Agreement refinanced and replaced the credit agreement from March 2019, by and between, among others, Mirion Technologies (HoldingRep), Ltd. ("Mirion HoldingRep"), its subsidiaries and Morgan Stanley Senior Funding Inc., as administrative agent, certain other revolving lenders and a syndicate of institutional lenders (the “2019 Credit Facility”) which is described in more detail below. The 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility and a $90.0 million senior secured revolving facility (collectively, the “Credit Facilities”). Funds from the Credit Facilities are permitted to be used in connection with the Business Combination and related transactions to refinance the 2019 Credit Facility referred to below and for general corporate purposes. The term loan facility is scheduled to mature on October 20, 2028 and the revolving facility is scheduled to expire and mature on October 20, 2026. The agreement requires the payment of a commitment fee of 0.50% per annum for unused revolving commitments, subject to stepdowns to 0.375% per annum and 0.25% per annum upon the achievement of specified leverage ratios. Any outstanding letters of credit issued under the 2021 Credit Agreement reduce the availability under the revolving line of credit. The 2021 Credit Agreement is secured by a first priority lien on the equity interests of the Parent Borrower owned by Holdings and substantially all of the assets (subject to customary exceptions) of the borrowers and the other guarantors thereunder. Interest with respect to the facilities is based on, at the option of the borrowers, (i) a customary base rate formula for borrowings in U.S. dollars or (ii) a floating rate formula based on LIBOR (with customary fallback provisions) for borrowings in U.S. dollars, a floating rate formula based on Euro Interbank Offered Rate ("EURIBOR") for borrowings in Euro or a floating rate formula based on SONIA for borrowings in Pounds Sterling, each as described in the 2021 Credit Agreement with respect to the applicable type of borrowing. The 2021 Credit Agreement includes fallback language that seeks to either facilitate an agreement with the Company's lenders on a replacement rate for LIBOR in the event of its discontinuance or that automatically replaces LIBOR with benchmark rates based upon the Secured Overnight Financing Rate ("SOFR") or other benchmark replacement rates upon certain triggering events. The 2021 Credit Agreement contains customary representations and warranties as well as customary affirmative and negative covenants and events of default. The negative covenants include, among others and in each case subject to certain thresholds and exceptions, limitations on incurrence of liens, limitations on incurrence of indebtedness, limitations on making dividends and other distributions, limitations on engaging in asset sales, limitations on making investments, and a financial covenant that the “First Lien Net Leverage Ratio” (as defined in the 2021 Credit Agreement) as of the end of any fiscal quarter is not greater than 7.00 to 1.00 if on the last day of such fiscal quarter certain borrowings outstanding under the revolving credit facility exceed 40% of the total revolving credit commitments at such time. The covenants also contain limitations on the activities of Mirion Technologies (HoldingSub2), Ltd. as the “passive” holding company. If any of the events of default occur and are not cured or waived, any unpaid amounts under the 2021 Credit Agreement may be declared immediately due and payable, the revolving credit commitments may be terminated and remedies against the collateral may be exercised. Mirion Technologies (HoldingSub2), Ltd. and subsidiaries were in compliance with all debt covenants on March 31, 2023 and December 31, 2022. Term Loan - The term loan has a seven-year term (expiring October 2028), bears interest at the greater of Adjusted London Interbank Offered Rate ("LIBOR") or 0.50%, plus 2.75% and has quarterly principal repayments of 0.25% of the original principal balance. The interest rate was 7.48% and 7.48% as of March 31, 2023 and December 31, 2022, respectively. The Company repaid $125.0 million and $6.6 million for the three month period ended March 31, 2023 and for the fiscal year ended December 31, 2022, respectively, yielding an outstanding balance of approximately $696.7 million and $821.7 million as of March 31, 2023 and December 31, 2022, respectively. During the three months ended March 31, 2023, the Company used $125.0 million of proceeds received from a direct registered equity offering to pay down early outstanding amounts on the term loan. Revolving Line of Credit - The revolving line of credit arrangement has a five year term and bears interest at the greater of LIBOR or 0%, plus 2.75%. The agreement requires the payment of a commitment fee of 0.50% per annum for unused commitments. The revolving line of credit matures in October 2026, at which time all outstanding revolving facility loans and accrued and unpaid interest are due. Any outstanding letters of credit reduce the availability of the revolving line of credit. There was no outstanding balance under the arrangement as of March 31, 2023 and December 31, 2022. Additionally, the Company has standby letters of credit issued under its 2021 Credit Agreement that reduce the availability under the revolver of $10.8 million and $9.4 million as of March 31, 2023 and December 31, 2021, respectively. The amount available on the revolver as of March 31, 2023 and December 31, 2022 was approximately $79.2 million and $80.6 million, respectively. Deferred Financing Costs In connection with the issuance of the 2021 Credit Agreement term loan, we incurred debt issuance costs of $21.7 million on date of issuance. In accordance with accounting for debt issuance costs, we recognize and present deferred finance costs associated with non-revolving debt and financing obligations as a reduction from the face amount of related indebtedness in our Condensed Consolidated Balance Sheets. In connection with the issuance of the 2021 Credit Agreement revolving line of credit, we incurred debt issuance costs of $1.8 million. We recognize and present debt issuance costs associated with revolving debt arrangements as an asset and include the deferred finance costs within other assets on our Condensed Consolidated Balance Sheets. We amortize all debt issuance costs over the life of the related indebtedness. For the three month periods ended March 31, 2023 and March 31, 2022, we incurred approximately $3.5 million (including a $2.6 million loss on debt extinguishment for the $125.0 million early debt repayment) and $1.0 million, respectively, of amortization expense of the deferred financing costs. Canadian Financial Institution - In May 2019, the Company entered into a credit agreement for C$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 March 31, 2023 and December 31, 2022, 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 €12.1 million ($13.1 million) and €12.1 million ($13.0 million) as of March 31, 2023 and December 31, 2022, 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 March 31, 2023 and December 31, 2022, there was no amount and approximately $0.1 million, respectively, outstanding under these arrangements included as Other in the Borrowings table above. Total costs associated with this arrangement were immaterial for the 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 €61.7 million ($67.2 million) and €63.6 million ($68.1 million), as of March 31, 2023 and December 31, 2022, respectively, subject to certain local restrictions. As of March 31, 2023 and December 31, 2022, there were €42.0 million ($45.7 million) and €43.3 million ($46.3 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 $1.8 million and $1.5 million as of March 31, 2023 and December 31, 2022, respectively. At March 31, 2023, contractual principal payments of total third-party borrowings are as follows (in millions): Remainder of 2023 $ 6.3 Fiscal year ending December 31: 2024 8.4 2025 8.4 2026 10.0 2027 8.4 Thereafter 658.1 Gross Payments 699.6 Unamortized debt issuance costs (14.5) Total third-party borrowings, net of debt issuance costs $ 685.1 |
Leased Assets
Leased Assets | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leased Assets | Leased Assets The 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 March 31, 2023 and December 31, 2022, respectively (in millions): Balance Sheet Line Item March 31, 2023 December 31, 2022 Operating lease assets Operating lease right-of-use assets $ 38.7 $ 40.1 Financing lease assets Other assets $ 0.4 $ 0.5 Operating lease liabilities: Current operating lease liabilities Current operating lease liabilities $ 8.4 $ 8.5 Non-current operating lease liabilities Operating lease liability, non-current 32.7 34.3 Liabilities held for sale Accrued expenses and other current liabilities 0.5 0.5 Total operating lease liabilities: $ 41.6 $ 43.3 Financing lease liabilities: Current financing lease liabilities Accrued expenses and other current liabilities $ 0.2 $ 0.4 Non-current financing lease liabilities Deferred income taxes and other long-term liabilities 0.2 0.1 Total financing lease liabilities: $ 0.4 $ 0.5 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 March 31, 2023 and December 31, 2022, respectively, are: March 31, 2023 December 31, 2022 Operating leases Weighted average remaining lease term (in years) 6.7 6.9 Weighted average discount rate 4.15 % 4.13 % 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 March 31, 2023 (in millions): Fiscal year ending December 31: 2023 $ 7.6 2024 8.7 2025 7.2 2026 5.4 2027 4.8 2028 and thereafter 14.0 Total undiscounted future minimum lease payments 47.7 Less: Imputed interest (6.1) Total operating lease liabilities $ 41.6 For the three months ended March 31, 2023 and March 31, 2022, operating lease costs (as defined under ASU 2016-02) were $2.7 million and $2.6 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. Cash paid for amounts included in the measurement of operating lease liabilities was $2.6 million and $2.9 million for the three months ended March 31, 2023 and March 31, 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 $0.2 million and $0.9 million for the three months ended March 31, 2023 and March 31, 2022, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023, unconditional purchase obligations were as follows (in millions): Fiscal year ending December 31: 2023 $ 30.6 2024 11.6 2025 1.2 2026 1.1 2027 and thereafter — Total $ 44.5 Litigation |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rate was 2.5% for the three months ended March 31, 2023, and 17.7% for the three months ended March 31, 2022. The difference in effective tax rate between the periods was primarily attributable to mix of earnings and the impact of valuation allowances in the current period.The effective income tax rate differs from the U.S. statutory rate of 21% due primarily to U.S. federal permanent differences and the impact of valuation allowances. |
Supplemental Disclosures to Con
Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows | 3 Months Ended |
Mar. 31, 2023 | |
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): Three Months Ended March 31, 2023 2022 Cash Paid For: Cash paid for interest, net $ 13.9 $ 6.9 Cash paid for income taxes $ 2.8 $ 2.4 Non-Cash Investing and Financing Activities: Property, plant, and equipment purchases in accounts payable $ 0.2 $ 1.0 Acquisition purchases in accrued expense and other liabilities $ 1.6 $ — 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). March 31, 2023 December 31, 2022 Cash and cash equivalents $ 88.3 $ 73.5 Restricted cash—current 0.7 0.5 Restricted cash—non-current 1.1 1.0 Total cash, cash equivalents, and restricted cash $ 90.1 $ 75.0 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 31,946,993 shares at January 1, 2023. 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 March 31, 2023, the Company granted 695,351 RSUs and 233,165 PSUs to certain members of the Company's 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 There were no new grants during the three months ended March 31, 2022. During the three months ended March 31, 2023 , $1.6 million of stock-based compensation expense was recorded, of which $0.2 million was related to non-employee directors. During the three months ended March 31, 2022, $1.0 million of stock-based compensation expense was recorded, of which $0.2 million was related to non-employee directors. In addition, during the three months ended March 31, 2023 and 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 of $0.1 million and $0.1 million for the three months ended March 31, 2023 and 2022, respectively. 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 months ended March 31, 2023 and 2022, $4.0 million and $6.8 million of stock-based compensation expense was recorded, respectively. No new Profit Interests were issued during the three months ended March 31, 2023 and 2022. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
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 17, Fair Value Measurements , for the fair value of the Private Placement Warrants at March 31, 2023. 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 14, 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 primary pre-Business Combination investor, Charterhouse Capital Partners LLP ("CCP"), which obligated the Company to pay certain expenses in support of any secondary market offerings of its remaining shares owned after the Business Combination. During the three months ended March 31, 2023, $0.6 million of expenses were recorded. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The following table summarizes select operating results for each reportable segment (in millions). Three Months Ended March 31, 2023 2022 Revenues Medical $ 66.4 $ 60.1 Industrial 115.7 103.1 Consolidated Revenues $ 182.1 $ 163.2 Segment Income (Loss) from Operations Medical $ 0.7 $ (6.7) Industrial 5.5 (2.5) Total Segment Income (Loss) from Operations 6.2 (9.2) Corporate and other (19.8) (24.4) Consolidated Loss from Operations $ (13.6) $ (33.6) Beginning January 1, 2023, the Company began measuring segment performance to include the impact of expenses identified as non-operating. Previously, these expenses would have been included with Corporate and other. Segment income (loss) from operations for the three months ended March 31, 2022 has been adjusted for comparability. 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 Three Months Ended March 31, 2023 2022 North America Medical $ 60.7 $ 55.6 Industrial 55.2 42.2 Total North America 115.9 97.8 Europe Medical 5.7 4.5 Industrial 53.1 53.2 Total Europe 58.8 57.7 Asia Pacific Medical — — Industrial 7.4 7.7 Total Asia Pacific 7.4 7.7 Total revenues $ 182.1 $ 163.2 The following details revenues by timing of recognition (in millions): Revenues Three Months Ended March 31, 2023 2022 Point in time $ 118.3 $ 117.0 Over time 63.8 46.2 Total revenues $ 182.1 $ 163.2 The following details revenues by product category (in millions): Revenues Three Months Ended March 31, 2023 2022 Medical segment: Medical $ 66.4 $ 60.1 Industrial segment: Reactor Safety and Control Systems 42.1 30.8 Radiological Search, Measurement, and Analysis Systems 73.6 72.3 Total revenues $ 182.1 $ 163.2 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
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): Fair Value Measurements at March 31, 2023 Level 1 Level 2 Level 3 Assets Cash, cash equivalents, and restricted cash $ 90.1 $ — $ — Discretionary retirement plan $ 3.5 $ 0.9 $ — Accrued interest receivable on cross-currency rate swaps — — — Liabilities Discretionary retirement plan $ 3.5 $ 0.9 $ — Public warrants $ 30.2 $ — $ — Private placement warrants $ — $ 13.7 $ — Cross-currency rate swaps (Note 18) $ — $ 15.8 $ — Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Assets Cash, cash equivalents, and restricted cash $ 75.0 $ — $ — Discretionary retirement plan $ 3.1 $ 0.9 $ — Accrued interest receivable on cross-currency rate swaps $ — $ 0.1 $ — Liabilities Discretionary retirement plan $ 3.1 $ 0.9 $ — Public warrants $ 21.0 $ — $ — Private placement warrants $ — $ 9.5 $ — Cross-currency rate swaps (Note 18) $ — $ 12.9 $ — The cross-currency rate swaps the Company entered into in the year ended December 31, 2022 are not exchange traded instruments. Their fair value is determined using the cash flows of the swap contracts, discount rates to account for the passage of time, current foreign exchange market data and credit risk, which are all based on inputs readily available in public markets and categorized as Level 2 fair value hierarchy measurements. As of March 31, 2023 and December 31, 2022, 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 three months ended March 31, 2023, the Company recognized an unrealized loss resulting from an increase in the fair value of the warrant liabilities of $13.4 million, which is presented in the Condensed Consolidated Statements of Operations as change in fair value of warrant liabilities. Nonrecurring Basis Fair Value Measurements There are nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis such as assets and liabilities held for sale. The fair value of assets held for sale was measured on a non-recurring basis based on the lower of the carrying amount or fair value less cost to sell. The fair value measurement was categorized as Level 3, as the fair values utilize significant unobservable inputs. See Note 3, Assets and Liabilities Held for Sale for further details. |
Derivatives and Hedging
Derivatives and Hedging | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | Derivatives and Hedging The Company's policy requires that derivatives are used solely for managing risks and not for speculative purposes. As a result of the Company’s European operations, the Company is exposed to fluctuations in exchange rates between EURO and USD. As such, the Company entered into cross-currency rate swaps during the year ended December 31, 2022 to manage currency risks related to our investments in foreign operations. All derivative instruments are carried at fair value in our Condensed Consolidated Balance Sheets. The following table presents the fair values of the Company’s derivative instruments that were designated and qualified as part of a hedging relationship (in millions): Fair Value (1) Derivatives Designated as Hedging Instruments Balance Sheet Location March 31, 2023 December 31, 2022 Assets: Accrued Interest Receivable on Cross-Currency Rate Swaps Prepaid expenses and other currents assets $ 0.1 $ 0.1 Total assets $ 0.1 $ 0.1 Liabilities: Cross-Currency Rate Swaps Other non-current liabilities $ 15.8 $ 12.9 Total liabilities $ 15.8 $ 12.9 (1) Refer to Note 17, Fair Value Measurements for additional information related to the estimated fair value. Counterparty Credit Risk Outstanding financial derivative instruments expose the Company to credit loss in the event of nonperformance by the counterparties to the derivative agreements. The Company's credit exposure related to these financial instruments is represented by the notional amount of the hedging instruments. The Company manages its exposure to counterparty credit risk through minimum credit standards, diversification of counterparties, and procedures to monitor concentrations of credit risk. The Company's derivative instruments are with financial institutions of investment grade or better. Counterparty credit risk will be monitored through periodic review of counterparty bank’s credit ratings and public financial filings. Based on these factors, the Company considers the risk of counterparty default to be minimal. Hedges of Net Investments in Foreign Operations Strategy The Company uses fixed-to-fixed cross-currency rate swaps ("CCRS") to protect the net investment on pre-tax basis in the Company’s EUR-denominated operations against changes in spot exchange rates. For derivative financial instruments that are designated and qualify as hedges of net investments in foreign operations, the changes in the fair values of the derivative financial instruments are recognized in net investment hedges adjustments, a component of accumulated other comprehensive loss ("AOCL"), to offset the changes in the values of the net investments being hedged. Any ineffective portions of net investment hedges are reclassified from AOCL into earnings during the period of change. The following table summarizes the notional values and pretax impact of changes in the fair values of instruments designated as net investment hedges (in millions): Notional Amount Gain (Loss) Recognized in AOCL As of Three Months Ended Three Months Ended March 31, 2023 December 31, 2022 Cross-currency rate swaps € 238.8 € 238.8 $ (2.9) $ — Total € 238.8 € 238.8 $ (2.9) $ — |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
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): Three Months Ended March 31, 2023 2022 Net loss attributable to Mirion Technologies, Inc. shareholders $ (41.9) $ (17.7) Weighted average common shares outstanding – basic and diluted 187.701 180.774 Net loss per common share attributable to Mirion Technologies, Inc. — basic and diluted $ (0.22) $ (0.10) Anti-dilutive employee share-based awards, excluded 0.687 0.988 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 months ended March 31, 2023 and 2022, 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. 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 27,249,779 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 |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023, the Company has identified restructuring actions which will result in additional charges of approximately $1.1 million, primarily in the next 12 months. Future Estimated Restructuring Expense by Segment (in millions) Medical Industrial Corporate Total $ 0.6 $ 0.4 $ 0.1 $ 1.1 The Company’s restructuring expenses are comprised of the following (in millions): Three Months Ended March 31, 2023 Cost of revenue Selling, general Total Severance and employee costs $ — $ 1.2 $ 1.2 Other (1) — 0.2 0.2 Total $ — $ 1.4 $ 1.4 Three Months Ended March 31, 2022 Cost of revenue Selling, general Total Severance and employee costs $ 0.1 $ 0.9 $ 1.0 Other (1) — 1.0 1.0 Total $ 0.1 $ 1.9 $ 2.0 (1) Includes facilities, inventory write-downs, outside services, legal matters, and IT costs. The following table summarizes restructuring expenses for each reportable segment (in millions): Three Months Ended March 31, 2023 2022 Restructuring expenses: Medical $ 0.3 $ 1.5 Industrial 0.1 — Corporate and other 1.0 0.5 Total $ 1.4 $ 2.0 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). Balance at December 31, 2022 $ 1.5 Restructuring charges 1.4 Payments (0.6) Adjustments — Balance at March 31, 2023 $ 2.3 |
Noncontrolling Interests
Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests On 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 were not attributable to the Company. After conversions subsequent to the Business Combinations through the end of the current quarter, the Company recognized noncontrolling interests for 7,847,333 shares, representing the 3.5% of the non-voting Class B shares of IntermediateCo, that are not attributable to the Company. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss / Income | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss / Income | Accumulated Other Comprehensive Loss / Income The components of accumulated other comprehensive loss, net of tax, consist of the following (in millions): March 31, 2023 December 31, 2022 Cumulative foreign currency translation adjustment, net of tax $ (60.6) $ (71.2) Unrealized gain (loss) on pension and postretirement benefit plans, net of tax 2.1 2.1 Unrealized loss on net investment hedges, net of tax (12.2) (9.9) Less: cumulative loss attributable to noncontrolling interests (3.0) (3.3) Accumulated other comprehensive (loss) income $ (67.7) $ (75.7) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 3, 2023, the Company closed the sale of the physical medicine assets of Biodex Medical Systems, Inc. (“Biodex”) to Salona Global Medical Device Corporation for $1.0 million in cash at closing and up to an additional $7.0 million in deferred cash payments. The deferred cash payments are contingent on the performance of the business during the 12-month period following closing. |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022, which include a complete set of footnote disclosures, including our significant accounting policies included in our Annual Report on Form 10-K. The results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned and majority-owned or controlled subsidiaries. For consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocated to noncontrolling interests is reported as “Income (Loss) attributable to noncontrolling interests” in the Condensed Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated in consolidation. |
Segments | 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 16, 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. |
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. |
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 4, Contracts in Progress for further details. Remaining Performance Obligations |
Warrant Liability | Warrant LiabilityAs of March 31, 2023, the Company had outstanding warrants to purchase up to 27,249,779 shares of Class A common stock. The Company accounts for the warrants in accordance with the guidance contained in ASC 815, “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the Company’s Condensed Consolidated Statements of Operations. The fair value of the warrants (the "Public Warrants") issued in connection with GSAH's initial public offering has been measured based on the listed market price of such Public Warrants. As the transfer of certain warrants issued in a private placement (the "Private Placement Warrants") to GS Sponsor II LLC, the sponsor of GSAH (the "Sponsor"), to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, we determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
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 ”. ASU 2020-04 provides temporary optional expedients and exceptions for applying GAAP guidance on |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Other Current Assets | The components of prepaid expenses and other current assets consist of the following (in millions): March 31, 2023 December 31, 2022 Prepaid insurance $ 2.5 $ 3.2 Short-term marketable securities 4.8 4.3 Income tax receivable and prepaid income taxes 1.2 2.8 Other tax receivables 1.6 1.6 Other current assets 22.5 21.7 $ 32.6 $ 33.6 |
Assets and Liabilities Held f_2
Assets and Liabilities Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Held for Sale | The following table presents information related to the major classes of assets and liabilities that were classified as held for sale (in millions): March 31, 2023 December 31, 2022 Inventories $ 5.5 $ 3.9 Prepaid expenses and other current assets 0.1 0.1 Property, plant and equipment — net 0.7 0.7 Goodwill 3.8 3.8 Assets held for sale $ 10.1 $ 8.5 Accrued liabilities 1.3 0.7 Other non-current liabilities 0.1 0.1 Liabilities held for sale (1) $ 1.4 $ 0.8 (1) Included in accrued expenses and other liabilities within the consolidated balance sheets. |
Contracts in Progress (Tables)
Contracts in Progress (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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): March 31, 2023 December 31, 2022 Costs incurred on contracts (from inception to completion) $ 270.0 $ 249.6 Estimated earnings 163.6 163.1 Contracts in progress 433.6 412.7 Less: billings to date (377.7) (371.8) $ 55.9 $ 40.9 |
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): March 31, 2023 December 31, 2022 Costs and estimated earnings in excess of billings on uncompleted contracts – current $ 67.2 $ 50.0 Costs and estimated earnings in excess of billings on uncompleted contracts – non-current (1) 9.6 17.3 Billings in excess of costs and estimated earnings on uncompleted contracts – current (2) (18.5) (25.5) Billings in excess of costs and estimated earnings on uncompleted contracts – non-current (3) (2.4) (0.9) $ 55.9 $ 40.9 (1) Included in other assets within the Condensed Consolidated Balance Sheets. (2) Included in deferred contract revenue – current within the Condensed Consolidated Balance Sheets. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventories [Abstract] | |
Schedule of Inventory | The components of inventories consist of the following (in millions): March 31, 2023 December 31, 2022 Raw materials $ 71.3 $ 69.7 Work in progress 34.8 28.2 Finished goods 51.4 45.4 $ 157.5 $ 143.3 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net consist of the following (in millions): Depreciable March 31, 2023 December 31, 2022 Land, buildings, and leasehold improvements 3-39 years $ 47.6 $ 46.5 Machinery and equipment 5-15 years 34.7 33.6 Badges 3-5 years 34.7 33.4 Furniture, fixtures, computer equipment and other 3-10 years 25.7 25.8 Construction in progress — 21.4 15.9 164.1 155.2 Less: accumulated depreciation and amortization (38.1) (30.9) $ 126.0 $ 124.3 |
Schedule of Depreciation Expense | Total depreciation expense included in costs of revenues and operating expenses was as follows (in millions): Three Months Ended March 31, 2023 2022 Depreciation expense in: Cost of revenues $ 4.7 $ 4.2 Operating expenses $ 2.9 $ 1.9 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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): March 31, 2023 December 31, 2022 Compensation and related benefit costs $ 30.9 $ 37.6 Customer deposits 7.7 8.5 Accrued commissions 0.3 0.4 Accrued warranty costs 5.2 4.4 Non-income taxes payable 9.1 8.7 Pension and other post-retirement obligations 0.4 0.3 Income taxes payable 6.8 5.5 Restructuring 2.3 1.5 Liabilities held for sale 1.4 0.8 Other accrued expenses 10.8 12.1 Total $ 74.9 $ 79.8 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022 (in millions): Medical Industrial Consolidated Balance—December 31, 2022 $ 616.0 $ 802.0 $ 1,418.0 Business Combination and other acquisitions - measurement period adjustments — 0.9 0.9 Translation adjustment — 6.0 6.0 Balance—March 31, 2023 $ 616.0 $ 808.9 $ 1,424.9 Gross carrying amounts and cumulative goodwill impairment losses are as follows (in millions): March 31, 2023 December 31, 2022 Gross Carrying Amount Cumulative Impairment Gross Carrying Amount Cumulative Impairment Goodwill $ 1,636.7 $ (211.8) $ 1,629.8 $ (211.8) |
Schedule of Finite-Lived Intangible Assets | A summary of intangible assets useful lives, gross carrying value and related accumulated amortization is below (in millions): March 31, 2023 Original Average Gross Carrying Accumulated Net Book Customer relationships 6 - 13 $ 338.0 $ (99.0) $ 239.0 Distributor relationships 7 - 13 60.9 (10.5) 50.4 Developed technology 5 - 16 250.4 (44.2) 206.2 Trade names 3 - 10 98.7 (14.5) 84.2 Backlog and other 1 - 4 75.4 (35.4) 40.0 Total $ 823.4 $ (203.6) $ 619.8 December 31, 2022 Original Average Gross Carrying Accumulated Net Book Customer relationships 6 - 13 $ 336.8 $ (83.1) $ 253.7 Distributor relationships 7 - 13 60.9 (8.7) 52.2 Developed technology 5 - 16 248.9 (36.3) 212.6 Trade names 3 - 10 98.2 (12.0) 86.2 Backlog and other 1 - 4 74.8 (29.1) 45.7 Total $ 819.6 $ (169.2) $ 650.4 |
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): Three Months Ended March 31, 2023 2022 Amortization expense for intangible assets in: Cost of revenues $ 6.7 $ 6.7 Operating expenses $ 26.9 $ 32.1 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Borrowings [Abstract] | |
Schedule of Third Party Notes Payable | Third-party notes payable consist of the following (in millions): March 31, 2023 December 31, 2022 2021 Credit Agreement $ 696.7 $ 821.7 Canadian Financial Institution 1.0 1.0 Other 1.9 2.0 Draw on revolving line of credit — — Total third-party borrowings 699.6 824.7 Less: notes payable to third-parties, current (5.8) (5.3) Less: deferred financing costs (14.5) (17.9) Notes payable to third-parties, non-current $ 679.3 $ 801.5 |
Schedule of Contractual Principal Payments | At March 31, 2023, contractual principal payments of total third-party borrowings are as follows (in millions): Remainder of 2023 $ 6.3 Fiscal year ending December 31: 2024 8.4 2025 8.4 2026 10.0 2027 8.4 Thereafter 658.1 Gross Payments 699.6 Unamortized debt issuance costs (14.5) Total third-party borrowings, net of debt issuance costs $ 685.1 |
Leased Assets (Tables)
Leased Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022, respectively (in millions): Balance Sheet Line Item March 31, 2023 December 31, 2022 Operating lease assets Operating lease right-of-use assets $ 38.7 $ 40.1 Financing lease assets Other assets $ 0.4 $ 0.5 Operating lease liabilities: Current operating lease liabilities Current operating lease liabilities $ 8.4 $ 8.5 Non-current operating lease liabilities Operating lease liability, non-current 32.7 34.3 Liabilities held for sale Accrued expenses and other current liabilities 0.5 0.5 Total operating lease liabilities: $ 41.6 $ 43.3 Financing lease liabilities: Current financing lease liabilities Accrued expenses and other current liabilities $ 0.2 $ 0.4 Non-current financing lease liabilities Deferred income taxes and other long-term liabilities 0.2 0.1 Total financing lease liabilities: $ 0.4 $ 0.5 |
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 March 31, 2023 and December 31, 2022, respectively, are: March 31, 2023 December 31, 2022 Operating leases Weighted average remaining lease term (in years) 6.7 6.9 Weighted average discount rate 4.15 % 4.13 % |
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 March 31, 2023 (in millions): Fiscal year ending December 31: 2023 $ 7.6 2024 8.7 2025 7.2 2026 5.4 2027 4.8 2028 and thereafter 14.0 Total undiscounted future minimum lease payments 47.7 Less: Imputed interest (6.1) Total operating lease liabilities $ 41.6 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Unconditional Purchase Obligations | As of March 31, 2023, unconditional purchase obligations were as follows (in millions): Fiscal year ending December 31: 2023 $ 30.6 2024 11.6 2025 1.2 2026 1.1 2027 and thereafter — Total $ 44.5 |
Supplemental Disclosures to C_2
Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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): Three Months Ended March 31, 2023 2022 Cash Paid For: Cash paid for interest, net $ 13.9 $ 6.9 Cash paid for income taxes $ 2.8 $ 2.4 Non-Cash Investing and Financing Activities: Property, plant, and equipment purchases in accounts payable $ 0.2 $ 1.0 Acquisition purchases in accrued expense and other liabilities $ 1.6 $ — 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). March 31, 2023 December 31, 2022 Cash and cash equivalents $ 88.3 $ 73.5 Restricted cash—current 0.7 0.5 Restricted cash—non-current 1.1 1.0 Total cash, cash equivalents, and restricted cash $ 90.1 $ 75.0 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table summarizes select operating results for each reportable segment (in millions). Three Months Ended March 31, 2023 2022 Revenues Medical $ 66.4 $ 60.1 Industrial 115.7 103.1 Consolidated Revenues $ 182.1 $ 163.2 Segment Income (Loss) from Operations Medical $ 0.7 $ (6.7) Industrial 5.5 (2.5) Total Segment Income (Loss) from Operations 6.2 (9.2) Corporate and other (19.8) (24.4) Consolidated Loss from Operations $ (13.6) $ (33.6) |
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 Three Months Ended March 31, 2023 2022 North America Medical $ 60.7 $ 55.6 Industrial 55.2 42.2 Total North America 115.9 97.8 Europe Medical 5.7 4.5 Industrial 53.1 53.2 Total Europe 58.8 57.7 Asia Pacific Medical — — Industrial 7.4 7.7 Total Asia Pacific 7.4 7.7 Total revenues $ 182.1 $ 163.2 |
Schedule of Revenue by Timing of Recognition | The following details revenues by timing of recognition (in millions): Revenues Three Months Ended March 31, 2023 2022 Point in time $ 118.3 $ 117.0 Over time 63.8 46.2 Total revenues $ 182.1 $ 163.2 |
Revenue from External Customers by Products and Services | The following details revenues by product category (in millions): Revenues Three Months Ended March 31, 2023 2022 Medical segment: Medical $ 66.4 $ 60.1 Industrial segment: Reactor Safety and Control Systems 42.1 30.8 Radiological Search, Measurement, and Analysis Systems 73.6 72.3 Total revenues $ 182.1 $ 163.2 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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): Fair Value Measurements at March 31, 2023 Level 1 Level 2 Level 3 Assets Cash, cash equivalents, and restricted cash $ 90.1 $ — $ — Discretionary retirement plan $ 3.5 $ 0.9 $ — Accrued interest receivable on cross-currency rate swaps — — — Liabilities Discretionary retirement plan $ 3.5 $ 0.9 $ — Public warrants $ 30.2 $ — $ — Private placement warrants $ — $ 13.7 $ — Cross-currency rate swaps (Note 18) $ — $ 15.8 $ — Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Assets Cash, cash equivalents, and restricted cash $ 75.0 $ — $ — Discretionary retirement plan $ 3.1 $ 0.9 $ — Accrued interest receivable on cross-currency rate swaps $ — $ 0.1 $ — Liabilities Discretionary retirement plan $ 3.1 $ 0.9 $ — Public warrants $ 21.0 $ — $ — Private placement warrants $ — $ 9.5 $ — Cross-currency rate swaps (Note 18) $ — $ 12.9 $ — |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table presents the fair values of the Company’s derivative instruments that were designated and qualified as part of a hedging relationship (in millions): Fair Value (1) Derivatives Designated as Hedging Instruments Balance Sheet Location March 31, 2023 December 31, 2022 Assets: Accrued Interest Receivable on Cross-Currency Rate Swaps Prepaid expenses and other currents assets $ 0.1 $ 0.1 Total assets $ 0.1 $ 0.1 Liabilities: Cross-Currency Rate Swaps Other non-current liabilities $ 15.8 $ 12.9 Total liabilities $ 15.8 $ 12.9 (1) Refer to Note 17, Fair Value Measurements for additional information related to the estimated fair value. |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following table summarizes the notional values and pretax impact of changes in the fair values of instruments designated as net investment hedges (in millions): Notional Amount Gain (Loss) Recognized in AOCL As of Three Months Ended Three Months Ended March 31, 2023 December 31, 2022 Cross-currency rate swaps € 238.8 € 238.8 $ (2.9) $ — Total € 238.8 € 238.8 $ (2.9) $ — |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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): Three Months Ended March 31, 2023 2022 Net loss attributable to Mirion Technologies, Inc. shareholders $ (41.9) $ (17.7) Weighted average common shares outstanding – basic and diluted 187.701 180.774 Net loss per common share attributable to Mirion Technologies, Inc. — basic and diluted $ (0.22) $ (0.10) Anti-dilutive employee share-based awards, excluded 0.687 0.988 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | Future Estimated Restructuring Expense by Segment (in millions) Medical Industrial Corporate Total $ 0.6 $ 0.4 $ 0.1 $ 1.1 The following table summarizes restructuring expenses for each reportable segment (in millions): Three Months Ended March 31, 2023 2022 Restructuring expenses: Medical $ 0.3 $ 1.5 Industrial 0.1 — Corporate and other 1.0 0.5 Total $ 1.4 $ 2.0 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). Balance at December 31, 2022 $ 1.5 Restructuring charges 1.4 Payments (0.6) Adjustments — Balance at March 31, 2023 $ 2.3 |
Schedule of Restructuring Reserve by Type of Cost | The Company’s restructuring expenses are comprised of the following (in millions): Three Months Ended March 31, 2023 Cost of revenue Selling, general Total Severance and employee costs $ — $ 1.2 $ 1.2 Other (1) — 0.2 0.2 Total $ — $ 1.4 $ 1.4 Three Months Ended March 31, 2022 Cost of revenue Selling, general Total Severance and employee costs $ 0.1 $ 0.9 $ 1.0 Other (1) — 1.0 1.0 Total $ 0.1 $ 1.9 $ 2.0 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss / Income (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive loss, net of tax, consist of the following (in millions): March 31, 2023 December 31, 2022 Cumulative foreign currency translation adjustment, net of tax $ (60.6) $ (71.2) Unrealized gain (loss) on pension and postretirement benefit plans, net of tax 2.1 2.1 Unrealized loss on net investment hedges, net of tax (12.2) (9.9) Less: cumulative loss attributable to noncontrolling interests (3.0) (3.3) Accumulated other comprehensive (loss) income $ (67.7) $ (75.7) |
Nature of Business and Summar_4
Nature of Business and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) segment shares | Dec. 31, 2022 USD ($) | |
Summary Of Significant Accounting Policy [Line Items] | ||
Number of operating segments | segment | 2 | |
Number of reportable segments | segment | 2 | |
Allowance for doubtful accounts | $ 7.8 | $ 7.4 |
Remaining performance obligations | $ 740.8 | 737.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Revenue from remaining performance obligation (as a percent) | 50% | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 9 months | |
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) | 25% | |
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) | 8% | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Revenue from remaining performance obligation (as a percent) | 8% | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | |
Deferred income taxes and other liabilities | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Asset retirement obligation | $ 2.5 | $ 2.5 |
Class A Common Stock | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Class of warrant or right outstanding (in shares) | shares | 27,249,779 |
Nature of Business and Summar_5
Nature of Business and Summary of Significant Accounting Policies - Schedule of Other Current Assets (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Prepaid insurance | $ 2.5 | $ 3.2 |
Short-term marketable securities | 4.8 | 4.3 |
Income tax receivable and prepaid income taxes | 1.2 | 2.8 |
Other tax receivables | 1.6 | 1.6 |
Other current assets | 22.5 | 21.7 |
Prepaid expenses and other current assets | $ 32.6 | $ 33.6 |
Business Combinations and Acq_2
Business Combinations and Acquisitions - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 01, 2022 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||
Business Combination and other acquisitions - measurement period adjustments | $ 0.9 | |
Critical Infrastructure Business | ||
Business Acquisition [Line Items] | ||
Payments to acquire businesses gross | $ 6.6 | |
Purchase consideration | $ 5.9 | |
Business Combination and other acquisitions - measurement period adjustments | 0.9 | |
Increase (decrease) In other accrued liabilities | $ 0.9 |
Assets and Liabilities Held f_3
Assets and Liabilities Held for Sale - Schedule of Assets and Liabilities Held for Sale (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - Biodex Rehabilitation Business - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Inventories | $ 5.5 | $ 3.9 |
Prepaid expenses and other current assets | 0.1 | 0.1 |
Property, plant and equipment — net | 0.7 | 0.7 |
Goodwill | 3.8 | 3.8 |
Assets held for sale | 10.1 | 8.5 |
Accrued liabilities | 1.3 | 0.7 |
Other non-current liabilities | 0.1 | 0.1 |
Liabilities held for sale | $ 1.4 | $ 0.8 |
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Costs incurred on contracts (from inception to completion) | $ 270 | $ 249.6 |
Estimated earnings | 163.6 | 163.1 |
Contracts in progress | 433.6 | 412.7 |
Less: billings to date | (377.7) | (371.8) |
Costs in excess of billings uncompleted construction type contracts | $ 55.9 | $ 40.9 |
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Costs and estimated earnings in excess of billings on uncompleted contracts – current | $ 67.2 | $ 50 |
Costs and estimated earnings in excess of billings on uncompleted contracts – noncurrent | 9.6 | 17.3 |
Billings in excess of costs and estimated earnings on uncompleted contracts – current | (18.5) | (25.5) |
Billings in excess of costs and estimated earnings on uncompleted contracts – noncurrent | (2.4) | (0.9) |
Costs in excess of billings, current and noncurrent | $ 55.9 | $ 40.9 |
Contracts in Progress - Narrati
Contracts in Progress - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Contract with customer, liability, revenue recognized | $ 9.4 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Inventories [Abstract] | ||
Raw materials | $ 71.3 | $ 69.7 |
Work in progress | 34.8 | 28.2 |
Finished goods | 51.4 | 45.4 |
Inventories | $ 157.5 | $ 143.3 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 164.1 | $ 155.2 |
Less: accumulated depreciation and amortization | (38.1) | (30.9) |
Property, plant and equipment, net | 126 | 124.3 |
Land, buildings, and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 47.6 | 46.5 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 34.7 | 33.6 |
Badges | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 34.7 | 33.4 |
Furniture, fixtures, computer equipment and other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 25.7 | 25.8 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 21.4 | $ 15.9 |
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 Equipment_4
Property, Plant and Equipment, Net - Schedule of Depreciation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cost of revenues | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 4.7 | $ 4.2 |
Operating expenses | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 2.9 | $ 1.9 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Compensation and related benefit costs | $ 30.9 | $ 37.6 |
Customer deposits | 7.7 | 8.5 |
Accrued commissions | 0.3 | 0.4 |
Accrued warranty costs | 5.2 | 4.4 |
Non-income taxes payable | 9.1 | 8.7 |
Pension and other post-retirement obligations | 0.4 | 0.3 |
Income taxes payable | 6.8 | 5.5 |
Restructuring | 2.3 | 1.5 |
Liabilities held for sale | 1.4 | 0.8 |
Other accrued expenses | 10.8 | 12.1 |
Total accrued expenses and other current liabilities | $ 74.9 | $ 79.8 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, impairment loss | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 1,424.9 | $ 1,418 |
Business Combination and other acquisitions - measurement period adjustments | 0.9 | |
Translation adjustment | 6 | |
Goodwill, ending balance | 1,424.9 | |
Medical | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 616 | 616 |
Business Combination and other acquisitions - measurement period adjustments | 0 | |
Translation adjustment | 0 | |
Goodwill, ending balance | 616 | |
Industrial | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 808.9 | $ 802 |
Business Combination and other acquisitions - measurement period adjustments | 0.9 | |
Translation adjustment | 6 | |
Goodwill, ending balance | $ 808.9 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Gross Carrying Amount and Cumulative Goodwill Impairment Loss (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross Carrying Amount | $ 1,636.7 | $ 1,629.8 |
Cumulative Impairment | $ (211.8) | $ (211.8) |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 823.4 | $ 819.6 |
Accumulated Amortization | (203.6) | (169.2) |
Net Book Value | 619.8 | 650.4 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 338 | 336.8 |
Accumulated Amortization | (99) | (83.1) |
Net Book Value | 239 | 253.7 |
Distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 60.9 | 60.9 |
Accumulated Amortization | (10.5) | (8.7) |
Net Book Value | 50.4 | 52.2 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 250.4 | 248.9 |
Accumulated Amortization | (44.2) | (36.3) |
Net Book Value | 206.2 | 212.6 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 98.7 | 98.2 |
Accumulated Amortization | (14.5) | (12) |
Net Book Value | 84.2 | 86.2 |
Backlog and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 75.4 | 74.8 |
Accumulated Amortization | (35.4) | (29.1) |
Net Book Value | $ 40 | $ 45.7 |
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_6
Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cost of revenues | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense for intangible assets in: | $ 6.7 | $ 6.7 |
Operating expenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense for intangible assets in: | $ 26.9 | $ 32.1 |
Borrowings - Schedule of Third
Borrowings - Schedule of Third Party Notes Payable (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total third-party borrowings | $ 699.6 | $ 824.7 |
Less: notes payable to third-parties, current | (5.8) | (5.3) |
Less: deferred financing costs | (14.5) | (17.9) |
Notes payable to third-parties, non-current | 679.3 | 801.5 |
2021 Credit Agreement | ||
Debt Instrument [Line Items] | ||
Total third-party borrowings | 696.7 | 821.7 |
Canadian Financial Institution | ||
Debt Instrument [Line Items] | ||
Total third-party borrowings | 1 | 1 |
Other | ||
Debt Instrument [Line Items] | ||
Total third-party borrowings | 1.9 | 2 |
Draw on revolving line of credit | ||
Debt Instrument [Line Items] | ||
Total third-party borrowings | $ 0 | $ 0 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) € in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2023 USD ($) | Mar. 31, 2023 EUR (€) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Mar. 31, 2023 EUR (€) | Dec. 31, 2022 EUR (€) | May 31, 2019 USD ($) | May 31, 2019 CAD ($) | |
Debt Instrument [Line Items] | |||||||||
Fair market value of credit agreement | $ 682,800,000 | $ 803,200,000 | |||||||
Repayments of term loan | 125,000,000 | ||||||||
Amortization expense | 3,500,000 | $ 1,000,000 | |||||||
Loss on debt extinguishment | 2,600,000 | $ 0 | |||||||
Debt instrument, overdraft facilities amount | 0 | 0 | |||||||
Accounts receivable, held-for-sale | 13,100,000 | 13,000,000 | € 12.1 | € 12.1 | |||||
Other short-term borrowings | 0 | 100,000 | |||||||
Letter of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, current borrowing capacity | 67,200,000 | 68,100,000 | € 61.7 | € 63.6 | |||||
Proceeds from lines of credit | 45,700,000 | € 42 | 46,300,000 | € 43.3 | |||||
Restricted cash | $ 1,800,000 | 1,500,000 | |||||||
Letter of Credit | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 0.50% | 0.50% | |||||||
Letter of Credit | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 2% | 2% | |||||||
2021 Credit Agreement | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan amount | $ 830,000,000 | ||||||||
2021 Credit Agreement | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan amount | $ 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 | |||||||
Maximum borrowing capacity | $ 79,200,000 | 80,600,000 | |||||||
Debt issuance costs | $ 1,800,000 | ||||||||
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% | |||||||
Repayments of term loan | 6,600,000 | ||||||||
Term loan, amount outstanding | $ 696,700,000 | $ 821,700,000 | |||||||
Debt issuance costs | $ 21,700,000 | ||||||||
2021 Credit Agreement | Term Loan Facility | Adjusted LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 7.48% | 7.48% | 7.48% | 7.48% | |||||
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 | $ 10,800,000 | $ 9,400,000 | |||||||
2019 Credit Facility | Canadian Financial Institution | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan amount | $ 1,300,000 | $ 1.7 | |||||||
Interest rate | 4.69% | 4.69% |
Borrowings - Schedule of Contra
Borrowings - Schedule of Contractual Principal Payments (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Remainder of 2023 | $ 6.3 | |
2024 | 8.4 | |
2025 | 8.4 | |
2026 | 10 | |
2027 | 8.4 | |
Thereafter | 658.1 | |
Gross Payments | 699.6 | $ 824.7 |
Unamortized debt issuance costs | (14.5) | $ (17.9) |
Total third-party borrowings, net of debt issuance costs | $ 685.1 |
Leased Assets - Narrative (Deta
Leased Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease, cost | $ 2.7 | $ 2.6 |
Operating lease, payments | 2.6 | 2.9 |
Right-of-use asset obtained in exchange for operating lease liability | $ 0.2 | $ 0.9 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, remaining lease term | 1 month | |
Lessee, operating Lease, extended lease term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, remaining lease term | 30 years | |
Lessee, operating Lease, extended lease term | 10 years |
Leased Assets - Schedule of Ope
Leased Assets - Schedule of Operating Lease Assets and Liabilities on Balance Sheet (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease assets | $ 38.7 | $ 40.1 |
Financing lease assets | 0.4 | 0.5 |
Current operating lease liabilities | 8.4 | 8.5 |
Non-current operating lease liabilities | 32.7 | 34.3 |
Liabilities held for sale | 0.5 | 0.5 |
Total operating lease liabilities: | 41.6 | 43.3 |
Current financing lease liabilities | 0.2 | 0.4 |
Non-current financing lease liabilities | 0.2 | 0.1 |
Total financing lease liabilities: | $ 0.4 | $ 0.5 |
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) | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term (in years) | 6 years 8 months 12 days | 6 years 10 months 24 days |
Weighted average discount rate | 4.15% | 4.13% |
Leased Assets - Schedule of Und
Leased Assets - Schedule of Undiscounted Future Minimum Lease Payments (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 | $ 7.6 | |
2024 | 8.7 | |
2025 | 7.2 | |
2026 | 5.4 | |
2027 | 4.8 | |
2028 and thereafter | 14 | |
Total undiscounted future minimum lease payments | 47.7 | |
Less: Imputed interest | (6.1) | |
Total operating lease liabilities: | $ 41.6 | $ 43.3 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Unconditional Purchase Obligations (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 30.6 |
2024 | 11.6 |
2025 | 1.2 |
2026 | 1.1 |
2027 and thereafter | 0 |
Total | $ 44.5 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate reconciliation, percent | 2.50% | 17.70% |
Supplemental Disclosures to C_3
Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows - Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Paid For: | ||||
Cash paid for interest, net | $ 13.9 | $ 6.9 | ||
Cash paid for income taxes | 2.8 | 2.4 | ||
Non-Cash Investing and Financing Activities: | ||||
Property, plant, and equipment purchases in accounts payable | 0.2 | 1 | ||
Acquisition purchases in accrued expense and other liabilities | 1.6 | 0 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | 88.3 | $ 73.5 | ||
Restricted cash—current | 0.7 | 0.5 | ||
Restricted cash—non-current | 1.1 | 1 | ||
Total cash, cash equivalents, and restricted cash | $ 90.1 | $ 87.2 | $ 75 | $ 85.3 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||||||
Oct. 20, 2021 | Jun. 17, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Jan. 01, 2023 | Dec. 31, 2022 | Oct. 19, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 18,750,000 | ||||||
Profit interests, percent | 50% | ||||||
Stock-based compensation expense | $ 4 | $ 6.8 | |||||
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 | 217,687,852 | 200,298,834 | ||||
Stock-based compensation expense | $ 0.1 | 0.1 | |||||
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) | 31,946,993 | 19,952,329 | |||||
Common stock outstanding, ownership percentage | 3% | ||||||
Common stock, shares outstanding (in shares) | 9,976,164 | ||||||
Stock-based compensation expense | $ 1.6 | 1 | |||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for grant (in shares) | 695,351 | ||||||
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) | 233,165 | ||||||
Percentage of outstanding stock maximum | 200% | ||||||
Performance-based Restricted Stock Units | Market Condition | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Profit interests, percent | 50% | ||||||
Performance-based Restricted Stock Units | Market Condition | Below 30th Percentile Level | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Profit interests, percent | 0% | ||||||
Performance-based Restricted Stock Units | Market Condition | At Least 30th Percentile Level | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Profit interests, percent | 50% | ||||||
Performance-based Restricted Stock Units | Market Condition | Up to 55th Percentile Level | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Profit interests, percent | 100% | ||||||
Performance-based Restricted Stock Units | Market Condition | At Least 56th Percentile Level | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of outstanding stock maximum | 100% | ||||||
Performance-based Restricted Stock Units | Market Condition | Up to 80th Percentile Level | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of outstanding stock maximum | 200% | ||||||
Performance-based Restricted Stock Units | Market Condition | Above 80th Percentile Level | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of outstanding stock maximum | 200% | ||||||
Performance-based Restricted Stock Units | Performance Condition | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Profit interests, percent | 50% | ||||||
Performance-based Restricted Stock Units | Performance Condition | Less than 3.0% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Profit interests, percent | 0% | ||||||
Organic revenue growth percentage | 3% | ||||||
Performance-based Restricted Stock Units | Performance Condition | At Least 3.0% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Profit interests, percent | 50% | ||||||
Organic revenue growth percentage | 3% | ||||||
Performance-based Restricted Stock Units | Performance Condition | Up to 5.0% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Profit interests, percent | 100% | ||||||
Organic revenue growth percentage | 5% | ||||||
Performance-based Restricted Stock Units | Performance Condition | At least 5.0% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of outstanding stock maximum | 100% | ||||||
Organic revenue growth percentage | 5% | ||||||
Performance-based Restricted Stock Units | Performance Condition | Up to 7.0% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of outstanding stock maximum | 200% | ||||||
Organic revenue growth percentage | 7% | ||||||
Performance-based Restricted Stock Units | Performance Condition | Above 7.0% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of outstanding stock maximum | 200% | ||||||
Organic revenue growth percentage | 7% | ||||||
Non-Employee Directors | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 0.2 | $ 0.2 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Oct. 20, 2021 | Jun. 17, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
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 | |||
Private Placement | ||||
Related Party Transaction [Line Items] | ||||
Issuance of shares of class A common stock under a direct registered offering, net of offering costs | $ 149.8 | |||
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 | |||
Issuance of shares of class A common stock under a direct registered offering, net of offering costs | $ 17 | |||
Warrant exercise price (in dollars per share) | $ 11.50 | |||
Charterhouse Capital Partners L L P | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | $ 0.6 | |||
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 | 7,847,333 | 8,040,540 | |
Class A Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Common stock, shares outstanding (in shares) | 18,750,000 | 217,687,852 | 200,298,834 | |
Class of warrant or right outstanding (in shares) | 27,249,779 | |||
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 182.1 | $ 163.2 |
Loss from operations | (13.6) | (33.6) |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 182.1 | 163.2 |
Operating Segments | Medical | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 66.4 | 60.1 |
Loss from operations | 0.7 | (6.7) |
Operating Segments | Industrial | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 115.7 | 103.1 |
Loss from operations | 5.5 | (2.5) |
Operating Segments | Corporate | ||
Segment Reporting Information [Line Items] | ||
Loss from operations | 6.2 | (9.2) |
Corporate and other | ||
Segment Reporting Information [Line Items] | ||
Loss from operations | $ (19.8) | $ (24.4) |
Segment Information - Revenue f
Segment Information - Revenue from External Customers by Geographic Areas (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | $ 182.1 | $ 163.2 |
North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | 115.9 | 97.8 |
North America | Medical | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | 60.7 | 55.6 |
North America | Industrial | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | 55.2 | 42.2 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | 58.8 | 57.7 |
Europe | Medical | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | 5.7 | 4.5 |
Europe | Industrial | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | 53.1 | 53.2 |
Asia Pacific | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | 7.4 | 7.7 |
Asia Pacific | Medical | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | 0 | 0 |
Asia Pacific | Industrial | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | $ 7.4 | $ 7.7 |
Segment Information - Schedul_2
Segment Information - Schedule of Revenue by Timing of Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue, Major Customer [Line Items] | ||
Total revenues | $ 182.1 | $ 163.2 |
Point in time | ||
Revenue, Major Customer [Line Items] | ||
Total revenues | 118.3 | 117 |
Over time | ||
Revenue, Major Customer [Line Items] | ||
Total revenues | $ 63.8 | $ 46.2 |
Segment Information - Revenue_2
Segment Information - Revenue from External Customers by Products and Services (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from External Customer [Line Items] | ||
Total revenues | $ 182.1 | $ 163.2 |
Medical | Medical | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 66.4 | 60.1 |
Reactor Safety and Control Systems | Industrial | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 42.1 | 30.8 |
Radiological Search, Measurement, and Analysis Systems | Industrial | ||
Revenue from External Customer [Line Items] | ||
Total revenues | $ 73.6 | $ 72.3 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Designated as Hedging Instrument | ||
Assets | ||
Derivative asset | $ 0.1 | $ 0.1 |
Liabilities | ||
Cross-currency rate swaps | 15.8 | 12.9 |
Cross-currency rate swaps | Designated as Hedging Instrument | ||
Assets | ||
Derivative asset | 0.1 | 0.1 |
Liabilities | ||
Cross-currency rate swaps | 15.8 | 12.9 |
Fair Value, Recurring | Level 1 | ||
Liabilities | ||
Public warrants | 30.2 | 21 |
Private placement warrants | 0 | 0 |
Fair Value, Recurring | Level 1 | Cross-currency rate swaps | ||
Assets | ||
Derivative asset | 0 | 0 |
Fair Value, Recurring | Level 1 | Cross-currency rate swaps | Designated as Hedging Instrument | ||
Liabilities | ||
Cross-currency rate swaps | 0 | 0 |
Fair Value, Recurring | Level 1 | Cash, cash equivalents, and restricted cash | ||
Assets | ||
Assets | 90.1 | 75 |
Fair Value, Recurring | Level 1 | Discretionary retirement plan | ||
Assets | ||
Assets | 3.5 | 3.1 |
Liabilities | ||
Discretionary retirement plan | 3.5 | 3.1 |
Fair Value, Recurring | Level 2 | ||
Liabilities | ||
Public warrants | 0 | 0 |
Private placement warrants | 13.7 | 9.5 |
Fair Value, Recurring | Level 2 | Cross-currency rate swaps | ||
Assets | ||
Derivative asset | 0 | 0.1 |
Fair Value, Recurring | Level 2 | Cross-currency rate swaps | Designated as Hedging Instrument | ||
Liabilities | ||
Cross-currency rate swaps | 15.8 | 12.9 |
Fair Value, Recurring | Level 2 | Cash, cash equivalents, and restricted cash | ||
Assets | ||
Assets | 0 | 0 |
Fair Value, Recurring | Level 2 | Discretionary retirement plan | ||
Assets | ||
Assets | 0.9 | 0.9 |
Liabilities | ||
Discretionary retirement plan | 0.9 | 0.9 |
Fair Value, Recurring | Level 3 | ||
Liabilities | ||
Public warrants | 0 | 0 |
Private placement warrants | 0 | 0 |
Fair Value, Recurring | Level 3 | Cross-currency rate swaps | ||
Assets | ||
Derivative asset | 0 | 0 |
Fair Value, Recurring | Level 3 | Cross-currency rate swaps | Designated as Hedging Instrument | ||
Liabilities | ||
Cross-currency rate swaps | 0 | 0 |
Fair Value, Recurring | Level 3 | Cash, cash equivalents, and restricted cash | ||
Assets | ||
Assets | 0 | 0 |
Fair Value, Recurring | 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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Increase (decrease) in fair values of warrant liabilities | $ 13.4 | $ (19.9) |
Derivatives and Hedging - Sched
Derivatives and Hedging - Schedule of Derivative Instruments in Statement of Financial Position, Fair Value (Details) - Designated as Hedging Instrument - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Derivative [Line Items] | ||
Derivative asset | $ 0.1 | $ 0.1 |
Cross-currency rate swaps | 15.8 | 12.9 |
Cross-currency rate swaps | ||
Derivative [Line Items] | ||
Derivative asset | 0.1 | 0.1 |
Cross-currency rate swaps | $ 15.8 | $ 12.9 |
Derivatives and Hedging - Sch_2
Derivatives and Hedging - Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) (Details) € in Millions, $ in Millions | 3 Months Ended | |||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | |
Derivative [Line Items] | ||||
Notional Amount | € 238.8 | $ 238.8 | ||
Gain (Loss) Recognized in AOCL | $ (2.9) | $ 0 | ||
Cross-currency rate swaps | ||||
Derivative [Line Items] | ||||
Notional Amount | € 238.8 | $ 238.8 | ||
Gain (Loss) Recognized in AOCL | $ (2.9) | $ 0 |
Loss Per Share - Reconciliation
Loss Per Share - Reconciliation of Numerator and Denominator (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Net loss | $ (41.9) | $ (17.7) |
Weighted average common shares outstanding — basic (in shares) | 187,701 | 180,774 |
Weighted average common shares outstanding — diluted (in shares) | 187,701 | 180,774 |
Net loss per common share attributable to Mirion Technologies, Inc. stockholders — basic (in dollars per share) | $ (0.22) | $ (0.10) |
Net loss per common share attributable to Mirion Technologies, Inc. stockholders — diluted (in dollars per share) | $ (0.22) | $ (0.10) |
Share-based awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Anti-dilutive employee share-based awards, excluded | 687 | 988 |
Loss Per Share - Narrative (Det
Loss Per Share - Narrative (Details) | 3 Months Ended | |||
Oct. 20, 2021 vote tranche shares | Jun. 17, 2021 | Mar. 31, 2023 vote $ / shares shares | Dec. 31, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, shares outstanding (in shares) | 18,750,000 | |||
Founder Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | |||
Number of equal tranches | tranche | 3 | |||
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) | $ / shares | $ 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) | $ / shares | 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) | $ / shares | $ 16 | |||
Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of votes entitled for each share held | vote | 1 | |||
Class of warrant or right outstanding (in shares) | 27,249,779 | |||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 1 | |||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | |||
Common stock, shares outstanding (in shares) | 18,750,000 | 217,687,852 | 200,298,834 | |
Class B Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of votes entitled for each share held | vote | 1 | 1 | ||
Common stock, shares outstanding (in shares) | 18,750,000 | 7,847,333 | 8,040,540 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Restructuring and Related Activities [Abstract] | |
Restructuring and related cost, expected cost remaining | $ 1.1 |
Restructuring and related cost, expected cost remaining, estimated period of recognition | 12 months |
Restructuring - Schedule of Fut
Restructuring - Schedule of Future Estimated Restructuring Expense by Segment (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | $ 1.1 |
Corporate and other | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 0.1 |
Medical | Operating Segments | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 0.6 |
Industrial | Operating Segments | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | $ 0.4 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Reserve by Type of Cost (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance and employee costs | $ 1.2 | $ 1 |
Other | 0.2 | 1 |
Restructuring charges | 1.4 | 2 |
Cost of revenues | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and employee costs | 0 | 0.1 |
Other | 0 | 0 |
Restructuring charges | 0 | 0.1 |
Selling, general and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and employee costs | 1.2 | 0.9 |
Other | 0.2 | 1 |
Restructuring charges | $ 1.4 | $ 1.9 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 1.4 | $ 2 |
Corporate and other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1 | 0.5 |
Medical | Operating Segments | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0.3 | 1.5 |
Industrial | Operating Segments | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 0.1 | $ 0 |
Restructuring - Schedule of R_2
Restructuring - Schedule of Restructuring Activity (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | $ 2.3 | $ 1.5 | |
Restructuring charges | 1.4 | $ 2 | |
Payments | (0.6) | ||
Adjustments | 0 | ||
Restructuring reserve, ending balance | $ 2.3 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) $ / shares in Units, $ in Millions | 17 Months Ended | |||||
Apr. 18, 2022 day | Oct. 20, 2021 vote $ / shares shares | Mar. 31, 2023 USD ($) vote shares | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Noncontrolling Interest [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, exercise price (in dollars per share) | $ / shares | $ 10 | |||||
Noncontrolling interest | $ | $ 1,588 | $ 1,467.2 | $ 1,757.2 | $ 1,784 | ||
Noncontrolling Interests | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling interest | $ | $ 66.7 | $ 69 | $ 88 | $ 90.8 | ||
IntermediateCo Class B common stock | ||||||
Noncontrolling Interest [Line Items] | ||||||
Shares issued (in shares) | shares | 1 | |||||
Percentage of non-voting share | 96% | |||||
Percentage of non-voting interests not attributable portion | 4% | 3.50% | ||||
Class B Common Stock | ||||||
Noncontrolling Interest [Line Items] | ||||||
Number of votes entitled for each share held | vote | 1 | 1 | ||||
Class B Common Stock | Intermediate Co | ||||||
Noncontrolling Interest [Line Items] | ||||||
Business acquisition equity interest issued or issuable (in shares) | shares | 8,560,540 | 7,847,333 | ||||
Class A Common Stock | ||||||
Noncontrolling Interest [Line Items] | ||||||
Number of votes entitled for each share held | vote | 1 | |||||
Warrant redemption threshold consecutive trading days | day | 3 | |||||
IntermediateCo Class A common stock | Intermediate Co | ||||||
Noncontrolling Interest [Line Items] | ||||||
Percentage of voting shares | 100% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss / Income - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity, including portion attributable to noncontrolling interest | $ 1,588 | $ 1,467.2 | $ 1,757.2 | $ 1,784 |
Cumulative foreign currency translation adjustment, net of tax | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity, including portion attributable to noncontrolling interest | (60.6) | (71.2) | ||
Unrealized gain (loss) on pension and postretirement benefit plans, net of tax | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity, including portion attributable to noncontrolling interest | 2.1 | 2.1 | ||
Unrealized loss on net investment hedges, net of tax | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity, including portion attributable to noncontrolling interest | (12.2) | (9.9) | ||
Less: cumulative loss attributable to noncontrolling interests | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity, including portion attributable to noncontrolling interest | (3) | (3.3) | ||
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity, including portion attributable to noncontrolling interest | $ (67.7) | $ (75.7) | $ (34.9) | $ (20.7) |
Subsequent Events (Details)
Subsequent Events (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - Biodex Medical Systems, Inc - Subsequent Event $ in Millions | Apr. 03, 2023 USD ($) |
Subsequent Event [Line Items] | |
Cash received at closing for sale | $ 1 |
Disposal group, including discontinued operation, contingent consideration | $ 7 |
Disposal group, including discontinued operation, performance period | 12 months |