Mirion Technologies, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Mirion Technologies, Inc. has filed its 2023 10-K annual report, detailing its financial performance and business operations.</b>

AI Summary

Mirion Technologies, Inc. (MIR) filed a Annual Report (10-K) with the SEC on February 28, 2024. Mirion Technologies, Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal executive offices are located at 1218 Menlo Drive, Atlanta, GA 30318. Mirion Technologies, Inc. was formerly known as GS Acquisition Holdings Corp II, with a name change effective April 17, 2020. The SIC code for the company is 3829, categorized under Measuring & Controlling Devices, NEC.

Why It Matters

For investors and stakeholders tracking Mirion Technologies, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Mirion Technologies' financial health, operational performance, and strategic direction for the fiscal year 2023, which is crucial for investors to assess the company's current standing and future prospects. The detailed financial statements and risk factors within the report are essential for stakeholders to understand the company's revenue streams, profitability, debt levels, and potential challenges, enabling informed investment decisions.

Risk Assessment

Risk Level: medium — Mirion Technologies, Inc. shows moderate risk based on this filing. The company's 10-K filing indicates a medium risk level due to the inherent complexities of financial reporting and the need for detailed disclosure of operations and risks, which can impact investor confidence and stock valuation.

Analyst Insight

Investors should carefully review the detailed financial statements and risk factors in the 10-K to understand Mirion Technologies' performance and potential challenges.

Key Numbers

• 2023-12-31 — Fiscal Year End (The end date of the reporting period.)
• 2024-02-28 — Filing Date (The date the 10-K was filed with the SEC.)
• 152 — Public Document Count (Number of documents included in the filing.)
• 001-39352 — SEC File Number (The SEC's file number for the company.)

Key Players & Entities

• Mirion Technologies, Inc. (company) — Filer and subject of the 10-K filing.
• GS Acquisition Holdings Corp II (company) — Former name of Mirion Technologies, Inc.
• 2024-02-28 (date) — Filing date of the 10-K report.
• 2023-12-31 (date) — Fiscal year end date for the reported period.
• Atlanta, GA (location) — Location of the company's principal executive offices.
• 3829 (other) — Standard Industrial Classification code for the company.

FAQ

Industry Context

Mirion Technologies operates in the measuring and controlling devices sector, providing solutions for radiation detection, measurement, and control.

Regulatory Implications

The company is subject to standard SEC regulations for public companies, including the requirement to file annual reports on Form 10-K.

What Investors Should Do

1. Review the full 10-K filing for detailed financial statements and management discussion.
2. Analyze the risk factors section to understand potential business challenges.
3. Compare Mirion Technologies' 2023 performance against previous years and industry benchmarks.

Key Dates

• 2024-02-28: 10-K Filing — Annual report filed for the fiscal year ended December 31, 2023.
• 2023-12-31: Fiscal Year End — The end of the reporting period covered by the 10-K.
• 2020-04-17: Name Change — Date when GS Acquisition Holdings Corp II changed its name to Mirion Technologies, Inc.

Year-Over-Year Comparison

This filing represents the annual report for the fiscal year 2023, following previous filings which would include quarterly reports and potentially prior annual reports.

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share MIR New York Stoc
• $11.50 M — A common stock at an exercise price of $11.50 MIR WS New York Stock Exchange Securit

Filing Documents

• mir-20231231.htm (10-K) — 4091KB
• exhibit1038-executivebonus.htm (EX-10.38) — 45KB
• exhibit211-miriontechnolog.htm (EX-21.1) — 29KB
• exhibit231-consentofdeloit.htm (EX-23.1) — 2KB
• exhibit311-principalexecut.htm (EX-31.1) — 10KB
• exhibit312-principalfinanc.htm (EX-31.2) — 11KB
• exhibit321-principalexecut.htm (EX-32.1) — 5KB
• exhibit322-principalfinanc.htm (EX-32.2) — 5KB
• exhibit97-mirionclawbackpo.htm (EX-97) — 37KB
• mir-20231231_g1.jpg (GRAPHIC) — 162KB
• mir-20231231_g2.jpg (GRAPHIC) — 54KB
• 0001628280-24-007670.txt (&nbsp;) — 21117KB
• mir-20231231.xsd (EX-101.SCH) — 124KB
• mir-20231231_cal.xml (EX-101.CAL) — 158KB
• mir-20231231_def.xml (EX-101.DEF) — 802KB
• mir-20231231_lab.xml (EX-101.LAB) — 1414KB
• mir-20231231_pre.xml (EX-101.PRE) — 1066KB
• mir-20231231_htm.xml (XML) — 3548KB

RISK FACTORS

ITEM 1A. RISK FACTORS 26

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS 48

CYBERSECURITY

ITEM 1C. CYBERSECURITY 44

PROPERTIES

ITEM 2. PROPERTIES 49

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS 49

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES 49 PART II 50

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 50

[ RESERVED ]

ITEM 6. [ RESERVED ] 51

MANAGEMENT'S DISCUSSION AND ANALYSIS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS 52

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 85

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 87 Report of Independent Registered Public Accounting Firm 88 Consolidated Balance Sheets 91 Consolidated Statements of Operations 92 Consolidated Statements of Comprehensive Loss 93 Consolidated Statements of Stockholders' Equity (Deficit) 94 Consolidated Statements of Cash Flows 96

Notes to Financial Statements

Notes to Financial Statements 97 Note 1. Nature of Business and Summary of Significant Accounting Policies 97 Note 2. Acquisitions 109 Note 3. Disposal of a Business 118 Note 4. Contracts in Progress 119 Note 5. Inventories 119 Note 6. Property, Plant, and Equipment, Net 120 Note 7. Accrued Expenses and Other Current Liabilities 120 Note 8. Goodwill and Intangible Assets 121 Note 9. Borrowings 123 Note 10. Leased Assets 127 Note 11. Commitments and Contingencies 129 Note 12. Income Taxes 130 Note 13. Supplemental Disclosures to Consolidated Statements of Cash Flows 136 Note 14. Employee Benefit Plans 136 Note 15. Stock-Based Compensation 137 Note 16. Related-Party Transactions 141 Note 17. Segment Information 143 Note 18. Fair Value Measurements 146 Note 19. Derivatives and Hedging 148 Note 20. Loss Per Share 149 Note 21. Restructuring 151 Note 22. Noncontrolling Interests 153 Note 23. Accumulated Other Comprehensive Loss 153 Note 24. Subsequent Events 153

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES 154

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES 154

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION 156

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTS INSPECTIONS

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTS INSPECTIONS 156 4 Table of Content s PART III 157

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 157

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION 157

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 157

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 157

PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 157 PART IV 158

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 158

FORM 10-K SUMMARY

ITEM 16. FORM 10-K SUMMARY 162

SIGNATURES

SIGNATURES 167 5 Table of Content s CERTAIN DEFINED TERMS Unless the context otherwise requires, all references in this Annual Report on Form 10-K to "Mirion," the "Company," "we," "us" or "our" refer to Mirion Technologies, Inc. following the Business Combination, other than certain historical information which refers to the business of Mirion Technologies (TopCo), Ltd. ("Mirion TopCo") prior to the consummation of the business combination (the "Business Combination") of GS Acquisition Holdings Corp II ("GSAH") with Mirion TopCo on October 20, 2021, pursuant to that certain Business Combination Agreement, dated June 17, 2021 (as amended, the "Business Combination Agreement"), by and among GSAH, Mirion and the other parties thereto. In addition, as a result of the Business Combination, our financial statement presentation distinguishes Mirion TopCo as the "Predecessor" for periods prior to the closing of the Business Combination. Mirion, which includes consolidation of Mirion's subsidiaries, is the "Successor" for periods after the closing of the Business Combination. Unless otherwise stated in this Annual Report on Form 10-K or the context otherwise requires, references to: "ASC" are to the Accounting Standards Codification; "Board" and "Board of Directors" are to the board of directors of Mirion Technologies, Inc. following the closing of the Business Combination; "Bylaws" are to the bylaws of Mirion Technologies, Inc. in effect as of the date of this Annual Report on Form 10-K; "Charter" are to the certificate of incorporation of Mirion Technologies, Inc. in effect as of the date of this Annual Report on Form 10-K; "Class A common stock" are to shares of Mirion's common stock, par value $0.0001 per share; "Class B common stock" are to shares of Mirion's common stock, par value $0.0001 per share; "Common stock" are to the Class A common stock and Class B common stock; "DGCL" are to the General Corporation Law of the State of Delaware;

BUSINESS

ITEM 1. BUSINESS Business Overview For more than 60 years Mirion and our predecessor companies have provided products, services, and software that allow our customers to safely leverage the power of ionizing radiation for applications that benefit the health, safety, vitality, and technological progress of humanity. Our solutions have critical applications in the medical, nuclear energy and defense markets, as well as in laboratories and scientific research, analysis, and space exploration. Many of our markets are characterized by the need to meet rigorous regulatory standards, design qualifications, and operating requirements. Thr oughout our history, we have successfully leveraged the strength of our expert ise in ionizing radiation to continually drive innovation and expand the commercial applications of our core technology competencies. Through our facilities in 12 countries, we supply our solutions in the Americas, Europe, Africa, the Middle East, and Asia Pacific regions. We are headquartered in Atlanta, Georgia and have operations in the United States, Canada, the United Kingdom, France, Germany, Finland, China, Belgium, Netherlands, Estonia, Japan, and South Korea. We have two reportable business segments: Medical and Technologies. Our Medical segment supports applications in medical diagnostics, cancer treatment, practitioner safety, and rehabilitation. Our Technologies segment is focused on addressing critical radiation safety, measurement and analysis applications across nuclear energy, defense, laboratories and research and other industrial markets. See "Part I, Item 1. Business—Our Segments" for more information. Our products, software and services have been sold directly and indirectly to a variety of end-use customers, including medical service providers, the vast majority of the U.S. nuclear power producers, and the addressable global installed base of active nuclear power reactors, many of the leading nuclear reactor design firms, universiti