Cover Page
Cover Page | 2 Months Ended |
Dec. 31, 2021 | |
Entity Information [Line Items] | |
Document Type | POS AM |
Entity Registrant Name | Mirion Technologies, Inc. |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Amendment Flag | false |
Entity Central Index Key | 0001809987 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 84 | $ 101.1 | $ 118.4 |
Restricted cash | 0.6 | 0.8 | 1.1 |
Accounts receivable, net of allowance for doubtful accounts | 157.4 | 133.3 | 97.3 |
Costs in excess of billings on uncompleted contracts | 56.3 | 57.2 | 59.5 |
Inventories | 123.6 | 113.2 | 90.2 |
Deferred cost of revenue | 0.6 | 0.3 | 6.5 |
Prepaid expenses and other currents assets | 30.9 | 28 | 16.7 |
Total current assets | 453.4 | 433.9 | 389.7 |
Property, plant, and equipment, net | 124 | 88.8 | 75.2 |
Operating ROU assets | 45.7 | 0 | 0 |
Goodwill | 1,662.6 | 681.5 | 522.6 |
Intangible assets, net | 806.9 | 326.3 | 248.3 |
Restricted cash | 0.7 | 0.5 | 0.5 |
Other assets | 24.7 | 16.2 | 7.5 |
Total Assets | 3,118 | 1,547.2 | 1,243.8 |
Current liabilities: | |||
Accounts payable | 59.4 | 47.1 | 38.7 |
Deferred contract revenue | 73 | 50.4 | 39.6 |
Notes payable to third-parties, current | 3.9 | 6.4 | 41.1 |
Operating lease liability, current | 9.3 | 0 | 0 |
Accrued expenses and other current liabilities | 75.4 | 84.3 | 64.1 |
Total current liabilities | 221 | 188.2 | 183.5 |
Notes payable to related parties, non-current | 0 | 1,170.5 | 987.1 |
Notes payable to third-parties, non-current | 806.8 | 885.7 | 669.8 |
Warrant liabilities | 68.1 | 0 | 0 |
Interest accrued on notes payable to related parties | 0 | 64.8 | 56.4 |
Operating lease liability, non-current | 40.6 | 0 | 0 |
Deferred income taxes and other liabilities | 197.5 | 77.5 | 63.5 |
Total liabilities | 1,334 | 2,386.7 | 1,960.3 |
Stockholders' equity (deficit): | |||
Additional paid-in capital | 1,845.5 | 9.5 | 9.5 |
Receivable from Employees for purchase of Ordinary Shares | 0 | (2.4) | (2.7) |
Accumulated deficit | (131.6) | (888) | (729.7) |
Accumulated other comprehensive (loss) income | (20.7) | 39.2 | 4.1 |
Mirion Technologies, Inc. (Successor) and Mirion Technologies (TopCo), Ltd. (Predecessor) stockholders' equity (deficit) | 1,693.2 | (841.6) | (718.7) |
Noncontrolling interests | 90.8 | 2.1 | 2.2 |
Total stockholders' equity (deficit) | 1,784 | (839.5) | (716.5) |
Total liabilities and stockholders' equity (deficit) | 3,118 | 1,547.2 | 1,243.8 |
Class A Common Stock | |||
Stockholders' equity (deficit): | |||
Common stock par value $0.001 | 0 | 0 | 0 |
Class B Common Stock | |||
Stockholders' equity (deficit): | |||
Common stock par value $0.001 | 0 | 0 | 0 |
A Ordinary Shares | |||
Stockholders' equity (deficit): | |||
Common stock par value $0.001 | 0 | 0 | 0 |
B Ordinary Shares | |||
Stockholders' equity (deficit): | |||
Common stock par value $0.001 | $ 0 | $ 0.1 | $ 0.1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Class A Common Stock | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 500,000,000 | ||
Common stock, shares issued (in shares) | 199,523,292 | ||
Common stock, shares outstanding (in shares) | 199,523,292 | ||
Class B Common Stock | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 100,000,000 | ||
Common stock, shares issued (in shares) | 8,560,540 | ||
Common stock, shares outstanding (in shares) | 8,560,540 | ||
A Ordinary Shares | |||
Ordinary shares, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Ordinary shares, shares authorized (in shares) | 3,000,000 | 3,000,000 | |
Ordinary shares, shares, issued (in shares) | 1,483,795 | 1,483,795 | |
Ordinary shares, shares, outstanding (in shares) | 1,483,795 | 1,483,795 | |
B Ordinary Shares | |||
Ordinary shares, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Ordinary shares, shares authorized (in shares) | 7,000,000 | 7,000,000 | |
Ordinary shares, shares, issued (in shares) | 5,353,970 | 5,353,970 | |
Ordinary shares, shares, outstanding (in shares) | 5,353,970 | 5,353,970 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues: | |||||
Total revenues | $ 154.1 | $ 168 | $ 611.6 | $ 478.2 | $ 440.1 |
Cost of revenues: | |||||
Total cost of revenues | 100.2 | 97.7 | 359.8 | 281.2 | 251.9 |
Gross profit | 53.9 | 70.3 | 251.8 | 197 | 188.2 |
Operating expenses: | |||||
Selling, general and administrative | 70.1 | 101.6 | 211.2 | 158.1 | 145.4 |
Research and development | 6.7 | 10.3 | 29.4 | 15.9 | 14 |
Total operating expenses | 76.8 | 111.9 | 240.6 | 174 | 159.4 |
(Loss) income from operations | (22.9) | (41.6) | 11.2 | 23 | 28.8 |
Other expense (income): | |||||
Third party interest expense | 6.2 | 12.5 | 41 | 41.5 | 47.7 |
Related party interest expense | 0 | 40.3 | 122.2 | 107.7 | 95.8 |
Loss on debt extinguishment | 0 | 15.9 | 0 | 0 | 12.8 |
Foreign currency loss (gain), net | 1.6 | (0.6) | 13.4 | (0.6) | (3.2) |
Change in fair values of warrant liabilities | (1.2) | 0 | 0 | 0 | 0 |
Other expense (income), net | 0.3 | 1.6 | (1.1) | (1) | 1.9 |
Loss before benefit from income taxes | (29.8) | (111.3) | (164.3) | (124.6) | (126.2) |
Benefit from income taxes | (6.8) | (5.6) | (5.9) | (5.5) | (4.2) |
Net loss | (23) | (105.7) | (158.4) | (119.1) | (122) |
Loss attributable to noncontrolling interests | (0.8) | 0 | (0.1) | 0 | 0 |
Net loss attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) stockholders | $ (22.2) | $ (105.7) | $ (158.3) | $ (119.1) | $ (122) |
Net loss per common share attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) stockholders — basic and diluted | $ (0.12) | $ (15.81) | $ (24.18) | $ (18.45) | $ (19.36) |
Weighted average common shares outstanding — basic and diluted | 180.773 | 6.685 | 6.549 | 6.453 | 6.300 |
Product | |||||
Revenues: | |||||
Total revenues | $ 120.9 | $ 123.4 | $ 459.3 | $ 353 | $ 325.7 |
Cost of revenues: | |||||
Total cost of revenues | 83.1 | 74 | 284.1 | 216.8 | 190.7 |
Service | |||||
Revenues: | |||||
Total revenues | 33.2 | 44.6 | 152.3 | 125.2 | 114.4 |
Cost of revenues: | |||||
Total cost of revenues | $ 17.1 | $ 23.7 | $ 75.7 | $ 64.4 | $ 61.2 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | |||||
Net loss | $ (23) | $ (105.7) | $ (158.4) | $ (119.1) | $ (122) |
Foreign currency translation, net of tax | (20.5) | (7.5) | 34.2 | (9.3) | (15.1) |
Unrecognized actuarial (loss) gain and prior service benefit, net of tax | (0.2) | 0.6 | 0.9 | 0 | (1.5) |
Other comprehensive (loss) income, net of tax | (20.7) | (6.9) | 35.1 | (9.3) | (16.6) |
Comprehensive loss | (43.7) | (112.6) | (123.3) | (128.4) | (138.6) |
Less: Comprehensive loss attributable to noncontrolling interest | (0.8) | 0 | (0.1) | 0 | 0 |
Comprehensive loss attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) stockholders | $ (42.9) | $ (112.6) | $ (123.2) | $ (128.4) | $ (138.6) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment | Ordinary SharesA Ordinary Shares | Ordinary SharesB Ordinary Shares | Ordinary SharesClass A Common Stock | Ordinary SharesClass B Common Stock | Additional Paid-In Capital | Receivable from Employees for purchase of Common Stock | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests |
Beginning balance (in shares) at Jun. 30, 2018 | 1,483,795 | 5,353,970 | ||||||||||
Beginning balance at Jun. 30, 2018 | $ (448.8) | $ 0.1 | $ 7.3 | $ (0.2) | $ (488.6) | $ 30 | $ 2.6 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Contribution from noncontrolling interests | 0.1 | 0.1 | ||||||||||
Distribution to noncontrolling interests | (0.1) | (0.1) | ||||||||||
Issuance of Common Shares to Mirion Sellers and recognition of noncontrolling interests in Mirion Business Combination | 0 | |||||||||||
Stock-based compensation expense | 0.1 | 0.1 | ||||||||||
Receivable from Employees | (0.4) | 1.9 | (2.3) | |||||||||
Net loss | (122) | (122) | ||||||||||
Other comprehensive loss (income), net of tax | (16.6) | (16.6) | ||||||||||
Ending balance (in shares) at Jun. 30, 2019 | 1,483,795 | 5,353,970 | ||||||||||
Ending balance at Jun. 30, 2019 | (587.7) | $ 0.1 | 9.3 | (2.5) | (610.6) | 13.4 | 2.6 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Distribution to noncontrolling interests | (0.4) | (0.4) | ||||||||||
Issuance of Common Shares to Mirion Sellers and recognition of noncontrolling interests in Mirion Business Combination | 0 | |||||||||||
Stock-based compensation expense | 0.2 | 0.2 | ||||||||||
Receivable from Employees | (0.2) | (0.2) | ||||||||||
Net loss | (119.1) | (119.1) | ||||||||||
Other comprehensive loss (income), net of tax | (9.3) | (9.3) | ||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 1,483,795 | 5,353,970 | ||||||||||
Ending balance at Jun. 30, 2020 | (716.5) | $ 0.1 | 9.5 | (2.7) | (729.7) | 4.1 | 2.2 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of Common Shares to Mirion Sellers and recognition of noncontrolling interests in Mirion Business Combination | 0 | |||||||||||
Receivable from Employees | 0.3 | 0.3 | ||||||||||
Net loss | (158.4) | (158.3) | (0.1) | |||||||||
Other comprehensive loss (income), net of tax | 35.1 | 35.1 | ||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 1,483,795 | 5,353,970 | ||||||||||
Ending balance at Jun. 30, 2021 | (839.5) | $ 0.1 | 9.5 | (2.4) | (888) | 39.2 | 2.1 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of Common Shares to Mirion Sellers and recognition of noncontrolling interests in Mirion Business Combination | 0 | |||||||||||
Stock-based compensation expense | 9.3 | 9.3 | ||||||||||
Receivable from Employees | 1.6 | 1.6 | ||||||||||
Net loss | (105.7) | (105.7) | ||||||||||
Other comprehensive loss (income), net of tax | (6.9) | (6.9) | ||||||||||
Ending balance (in shares) at Oct. 19, 2021 | 1,483,795 | 5,353,970 | 18,750,000 | |||||||||
Ending balance at Oct. 19, 2021 | (944.1) | $ (2.9) | $ 0.1 | 18.8 | $ (0.8) | (996.6) | $ (2.9) | 32.3 | 2.1 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Beginning balance | (109.4) | (109.4) | ||||||||||
Conversion of Class B founder shares to Class A common shares upon business combination (in shares) | 18,750,000 | (18,750,000) | ||||||||||
Recognition of shares previously subject to redemption (in shares) | 60,371,390 | |||||||||||
Reclassification of temporary equity shares previously subject to redemption | 603.7 | 603.7 | ||||||||||
Issuance of Class A Common Shares to PIPE Investors, net of offering costs (in shares) | 90,000,000 | |||||||||||
Issuance of Class A Common Shares to PIPE Investors, net of offering costs | 886.7 | 886.7 | ||||||||||
Shares issued to Mirion sellers and recognition of noncontrolling interests for Class B common shares (in shares) | 30,401,902 | |||||||||||
Issuance of Common Shares to Mirion Sellers and recognition of noncontrolling interests in Mirion Business Combination | 420.7 | $ 8,560,540 | 329.1 | 91.6 | ||||||||
Equity contribution from Mirion Sellers | 18.7 | 18.7 | ||||||||||
Forgiveness of working capital note from Sponsor | 2 | 2 | ||||||||||
Stock-based compensation expense | 5.3 | 5.3 | ||||||||||
Net loss | (23) | (22.2) | (0.8) | |||||||||
Other comprehensive loss (income), net of tax | (20.7) | (20.7) | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 199,523,292 | 8,560,540 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 1,784 | $ 1,845.5 | $ (131.6) | $ (20.7) | $ 90.8 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
OPERATING ACTIVITIES: | |||||
Net loss | $ (23) | $ (105.7) | $ (158.4) | $ (119.1) | $ (122) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||
Accrual of in-kind interest on notes payable to related parties | 0 | 40.2 | 121.2 | 107.7 | 95.6 |
Depreciation and amortization expense | 37.3 | 25.9 | 83.6 | 68.4 | 69.5 |
Stock-based compensation expense | 5.3 | 9.3 | 0 | 0.2 | 0.1 |
Loss on debt extinguishment | 0 | 15.9 | 0 | 0 | 12.8 |
Amortization of debt issuance costs | 0.7 | 1.1 | 3.2 | 2.6 | 3.6 |
Provision for doubtful accounts | (0.8) | 0.3 | 2.1 | 0.6 | 0.5 |
Inventory obsolescence write down | 0.3 | 0 | 0.7 | 1.9 | 0 |
Change in deferred income taxes | (11.2) | (8.4) | (16.6) | (15.5) | (16.1) |
Loss (gain) on disposal of property, plant and equipment | 0.8 | 1.6 | (0.1) | 0.4 | 1.2 |
Loss (gain) on foreign currency transactions | 1.6 | (0.6) | 13.4 | (1.7) | 2.7 |
Change in fair values of warrant liabilities | (1.2) | 0 | 0 | 0 | 0 |
Amortization of deferred revenue step-down | 2.3 | 4.5 | 8 | 0.2 | 0 |
Amortization of inventory step-up | 15.8 | 0 | 5.2 | 1.6 | 0.1 |
Other | (0.1) | 0 | 1.4 | (0.9) | (0.1) |
Changes in operating assets and liabilities: | |||||
Accounts receivable | (42.5) | 18.2 | (4.2) | 3.8 | 10.6 |
Costs in excess of billings on uncompleted contracts | 6.3 | (5.7) | (3.8) | (2.9) | (8.1) |
Inventories | 5.1 | (10.2) | (4.2) | 2.7 | (7.9) |
Deferred cost of revenue | (0.3) | (0.4) | 6.6 | (3.5) | (0.2) |
Prepaid expenses and other current assets | (2.5) | 2.6 | (10.1) | (1.6) | 1.4 |
Accounts payable | (8.9) | 19.2 | 2.6 | (2.5) | (2.7) |
Accrued expenses and other current liabilities | (8.4) | 0.4 | (2.2) | 7.3 | (13.1) |
Deferred contract revenue | 10.6 | 4.5 | (2.8) | (1.9) | (8.4) |
Other assets | (6.1) | (2.2) | 0.5 | 0.2 | 0.5 |
Other liabilities | 6.7 | 2.6 | 7.5 | (8.5) | (5.3) |
Net cash provided by operating activities | (12.2) | 13.1 | 53.6 | 39.5 | 14.7 |
INVESTING ACTIVITIES: | |||||
Acquisition of Mirion Topco, net of cash and cash equivalents acquired | (2,124.8) | 0 | 0 | 0 | 0 |
Acquisitions of businesses, net of cash and cash equivalents acquired | (58.6) | (0.9) | (290.1) | (55.7) | (9.1) |
Purchases of property, plant, and equipment and badges | (6) | (11.6) | (23.2) | (19.9) | (16.5) |
Net cash used in investing activities | (2,189.4) | (12.5) | (313.3) | (75.6) | (25.6) |
FINANCING ACTIVITIES: | |||||
Issuances of common stock | 900 | 0 | 0 | 0 | 0 |
Common stock issuance costs | (13.3) | 0 | 0 | 0 | 0 |
Transaction fees reimbursed by Sellers | 18.7 | 0 | 0 | 0 | 0 |
Payment of deferred underwriting costs | (26.3) | 0 | 0 | 0 | 0 |
SPAC share redemption | (146.3) | 0 | 0 | 0 | 0 |
Borrowings from notes payable to third-parties, net of discount and issuance costs | 807.3 | 1.9 | 218.8 | 98.8 | 596.8 |
Principal repayments | (1.7) | (2.4) | (14.8) | (13.4) | (560.2) |
Deferred finance costs | (0.9) | 0 | 0 | 0 | (8.1) |
Borrowings from notes payable – related parties | 0 | 0 | 70 | 0 | 0 |
Borrowing on revolving term loan | 0 | 0 | 0 | 80 | 0 |
Payment on revolving term loan | 0 | 0 | (35) | (45) | (13) |
Payment of contingent considerations | 0 | 0 | 0 | (2) | 0 |
Contribution from noncontrolling interests | 0 | 0 | 0 | 0 | 0.1 |
Distributions to noncontrolling interests | 0 | 0 | 0 | (0.4) | (0.1) |
Other financing | 0.2 | 1.5 | 0 | 0.9 | (0.5) |
Net cash provided by financing activities | 1,537.7 | 1 | 239 | 118.9 | 15 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (1) | (0.9) | 3.1 | (0.4) | (2.4) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (664.9) | 0.7 | (17.6) | 82.4 | 1.7 |
Cash, cash equivalents, and restricted cash at beginning of period | 103.1 | 102.4 | 120 | 37.6 | 35.9 |
Cash, cash equivalents, and restricted cash at end of period | 85.3 | 103.1 | $ 102.4 | $ 120 | $ 37.6 |
GSAH | |||||
FINANCING ACTIVITIES: | |||||
Cash, cash equivalents, and restricted cash at beginning of period | $ 750.2 | ||||
Cash, cash equivalents, and restricted cash at end of period | $ 750.2 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | 1. Nature of Business and Summary of Significant Accounting Policies Nature of Business Mirion Technologies, Inc. (“Mirion”, the “Company” or “Successor” 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, 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”). In connection with the Business Combination, stockholders of GSAH elected to redeem 14,628,610 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A common stock”), representing approximately 19.5% of the Company’s issued and outstanding Class A common stock before giving effect to the Business Combination. GSAH was originally incorporated as a Delaware corporation on May 31, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. GSAH units, each of which consisted of one share of Class A common stock and one fourth of one warrant were sold in GSAH’s initial public offering on June 29, 2020. GSAH units, Class A common stock and warrants were listed on the New York Stock Exchange (the “NYSE”) under the symbols, “GSAH.U”, “GSAH” and “GSAH.WS”, respectively. On the Closing Date, GSAH was renamed Mirion Technologies, Inc. Our Class A common stock and warrants are listed on the NYSE under the ticker symbols “MIR” and “MIR WS”, respectively. 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 aggregate business combination consideration (the “Business Combination Consideration”) paid by the Company to the selling shareholders of Mirion TopCo (the “Sellers”) in connection with the consummation of the Business Combination was $1.3 billion in cash, 30,401,902 newly issued shares of Class A common stock and 8,560,540 newly issued shares of the Company’s Class B common stock that have voting rights but no economic interest in the Company, par value $0.0001 per share (the “Class B common stock” and, together with the Class A common stock, the “Common Stock”). Basis of Presentation and Principles of Consolidation The accompanying Consolidated Financial Statements and Notes to 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”). The Consolidated Financial Statements include the accounts of the Company and its wholly owned and majority-owned or controlled subsidiaries. For consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to noncontrolling interests is reported as “Income (Loss) attributable to noncontrolling interests” in the Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated in consolidation. The Company recognizes a noncontrolling interest for the portion Class B common stock of IntermediateCo that is not attributable to the Company. See Note 20, Noncontrolling Interests. On October 20, 2021, the Board of Directors determined to change Mirion TopCo’s fiscal year end from June 30 of each year to December 31 of each year in order to align Mirion’s fiscal year end with GSAH’s fiscal year end. Predecessor and Successor Reporting The financial statements separate the Company’s presentation into two distinct periods. The period before the Closing Date of the Business Combination (the “Predecessor Period”) depicts the financial statements of Mirion TopCo, and the period after the Closing (the “Successor Period”) depicts the financial statements of the Company, including the consolidation of GSAH with Mirion Technologies, Inc. The Business Combination is being accounted for under ASC 805, Business Combinations. GSAH has been determined to be the accounting acquirer. Mirion Technologies, Inc. constitutes a business in accordance with ASC 805 and the business combination constitutes a change in control. Accordingly, the Business Combination is being accounted for using the acquisition method. Under this method of accounting, Mirion TopCo is treated as the “acquired” company for financial reporting purposes and our net assets are stated at fair value, with goodwill or other intangible assets recorded. Refer to Note 2, Acquisitions As a result of the application of the acquisition method of accounting in the Successor Period, the financial statements for the Successor Period are presented on a full step-up Filing Status Mirion qualified as a large accelerated filer following the end of its fiscal year ended December 31, 2021. Before such time, the Company qualified as an emerging growth company. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements for historical periods with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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, Segments 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; standalone selling prices for revenue arrangements with multiple elements and estimated progress toward completion for certain revenue contracts; uncertain tax positions and tax valuation allowances and derivative warrant liabilities. Cash and Cash Equivalents The Company considers all cash on deposit and money market accounts purchased with original maturities of three months or less to be cash and cash equivalents. Cash equivalents primarily consist of amounts held in interest-bearing money market accounts that are readily convertible to cash. The Company maintains cash in bank deposit accounts that, at times, may exceed the insured limits of the local country, which may lead to a concentration of credit risk. Substantially all of the Company’s cash and cash equivalent balances were deposited with financial institutions which management has determined to be high-credit quality institutions. The Company has not experienced any losses in such accounts. Restricted Cash The Company maintains restricted cash and cash equivalent accounts with various financial institutions to support performance bonds with irrevocable letters of credit for contractual obligations to certain customers. As of December 31, 2021, June 30, 2021, and June 30, 2020 combined current and non-current Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. The allowance for doubtful accounts was $5.4 million, $6.1 million, and $1.9 million as of December 31, 2021, June 30, 2021, and June 30, 2020 respectively. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed using actual costs or standard costs that approximate actual cost, determined on a first-in, first-out in-process Deferred Cost of Revenue Deferred cost of revenue consists of the direct costs associated with production for identified projects for which the revenue has been deferred in accordance with the Company’s revenue recognition policies. Deferred costs are recognized as cost of revenues in the same period that the related revenues are recognized. Other Current Assets Other current assets are primarily comprised of various prepaid assets including prepaid insurance, short-term marketable securities, and income tax receivables. The prepaid insurance was $5.3 million, $0.8 million, and $0.3 million as of December 31, 2021, June 30, 2021, and June 30, 2020, respectively. The short-term marketable securities were $4.9 million, $4.6 million, and $3.5 million as of December 31, 2021, June 30, 2021, and June 30, 2020, respectively. The income tax receivables were $2.8 million, $3.6 million, and $0.5 million as of December 31, 2021, June 30, 2021, and June 30, 2020, respectively. Lease Assets We adopted the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 842 on July 1, 2021 using the modified retrospective approach and, as a result, did not restate prior periods. The Company leases certain logistics, office, and manufacturing facilities, as well as vehicles, copiers and other equipment. We record our operating lease right of use (“ROU”) assets and liabilities at the commencement date of the lease based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Our leases may include options to extend or terminate the lease. These options to extend are included in the lease term when it is reasonably certain that we will exercise that option. While some leases provide for variable payments, they are not included in the ROU assets and liabilities because they are not based on an index or rate. Variable payments for real estate leases primarily relate to common area maintenance, insurance, taxes and utilities. Variable payments for equipment, vehicles and leases within supply agreements primarily relate to usage, repairs, and maintenance. As the implicit rate is not readily determinable for our leases, we apply a portfolio approach using an estimated incremental borrowing rate to determine the initial present value of lease payments over the lease terms on a collateralized basis over a similar term, which is based on market and company specific information. We use the unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate, and apply the rate based on the currency of the lease, which is updated on a quarterly basis for measurement of new lease liabilities. We have made an accounting policy election to not recognize ROU assets and liability for leases with a term of 12 months or less unless the lease includes an option to renew or purchase the underlying asset that are reasonably certain to be exercised. In addition, the Company has applied the practical expedient to account for the lease and non-lease See Note 9, Leased Assets Property, Plant, and Equipment Property, plant, and equipment are carried at cost, net of accumulated depreciation and amortization. Property, plant and equipment acquired through the acquisition of a business are recorded at their estimated fair value at the date of acquisition. Depreciation is computed when an asset is placed into service using the straight-line method over the estimated useful life of the asset. The Company capitalizes costs incurred in the acquisition and development of software for internal use, including the costs of software, materials, consultants, and payroll-related costs of employees incurred in developing internal-use internal-use Estimated useful lives are periodically reviewed and, when appropriate, changes to estimates are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted, and an impairment assessment may be performed on the recoverability of the carrying amounts. Refer to Note 5, Property, Plant and Equipment, net When property, plant equipment is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the balance sheet. Any difference between the net asset value and the proceeds on sale are charged or credited to income. Business Combinations We account for business acquisitions in accordance with ASC 805, “Business Combinations”. This standard requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed in the transaction and establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard prescribe, among other things, the determination of acquisition date fair value of consideration paid in a business combination (including contingent consideration) and the exclusion of transaction and acquisition-related restructuring costs from acquisition accounting. The determination of the fair value of assets acquired and liabilities assumed involves assessments of factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the closing date of the acquisition. For non-observable Results of operations for acquired companies are included in our consolidated results of operations from the date of acquisition. Goodwill Goodwill represents the excess of the purchase price paid over the estimated fair value of the net assets acquired and liabilities assumed in the acquisition of a business. Goodwill has an indefinite useful life, and is not amortized, but instead tested for impairment annually during the fiscal year fourth quarter or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value as set forth in ASC 350, “Intangibles — Goodwill and Other.” The Company tests for goodwill impairment at the reporting unit level, which is an operating segment or one level below an operating segment. The amount of goodwill acquired in a business combination that is assigned to one or more reporting units as of the acquisition date is the excess of the purchase price of the acquired businesses (or portion thereof) included in the reporting unit, over the fair value assigned to the individual assets acquired or liabilities assumed from a market participant perspective. Goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the combination even though other assets or liabilities of the acquired entity may not be assigned to that reporting unit. ASC 350 allows an optional qualitative assessment as part of annual impairment testing, prior to a quantitative assessment test, to determine whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. If a qualitative assessment determines an impairment is more likely than not, the Company is required to perform a quantitative impairment test. Otherwise, no further analysis is required. Alternatively, the Company may elect to proceed directly to the quantitative impairment test. In conducting a qualitative assessment, the Company analyzes actual and projected growth trends for net sales and margin for each reporting unit, as well as historical performance versus plan and the results of prior quantitative tests performed. Additionally, the Company assesses factors that may impact its business, including macroeconomic conditions and the related impact, market-related exposures, plans to market for sale all or a portion of the business, competitive changes, new or discontinued product lines, changes in key personnel, and any potential risks to projected financial results. If performed, the quantitative test compares the fair value of a reporting unit with its carrying amount. We determine the fair value of each reporting unit by estimating the present value of expected future cash flows, discounted by the applicable discount rate, and peer company multiples. If the carrying value exceeds the fair value, the Company recognizes an impairment loss in the amount equal to the excess, not to exceed the total amount of goodwill allocated to that reporting unit. Based upon our review and analysis, no impairments were deemed to have occurred during any of the years presented. Refer to Note 7, Goodwill and Intangible Assets, Intangible Assets Intangible assets relate to the value associated with our developed technology, customer relationships, backlog, and trade names at the time of acquisition through business combinations. The Company determined the fair value of intangible assets acquired through an income approach, using the excess earnings method for customer relationships and backlog. Under the excess earnings method, an intangible asset’s fair value is equal to the present value of the incremental after-tax The customer relationships definite lived intangible assets are amortized using the double declining balance method with estimated useful lives ranging from 6 to 13 years, while all other definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from 5 to 16 years for developed technology and 1 to 10 years for tradenames and other. The Company regularly evaluates the amortization period assigned to each intangible asset to ensure that there have not been any events or circumstances that warrant revised estimates of useful lives. Refer to Note 7, Goodwill and Intangible Assets Impairment of Long-Lived Assets The Company reviews long-lived assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset group are compared to the asset group’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value. No impairment was recorded during any periods or fiscal years presented. Facility and Equipment Decommissioning Liabilities The Company has asset retirement obligations (“ARO”) consisting primarily of equipment and facility decommissioning costs. The estimated fair value of these ARO liabilities is recognized in the period in which the liability is generated and a corresponding increase to the carrying value of the related asset is recorded and depreciated over the useful life of the asset. The Company’s estimates of its ultimate AROs could change because of changes in regulations, the extent of environmental remediation required, the means of reclamation, cost estimates, exit or disposal activities or time period estimates. ARO liabilities totaled $3.1 million, $3.7 million, and $4.0 million at December 31, 2021, June 30, 2021, and June 30, 2020, respectively, and were included in deferred income taxes and other liabilities on the consolidated balance sheets. Accretion expense related to these liabilities was not material for any periods or fiscal years presented. Product Warranty The Company offers warranties against material defects for most of its products for a specified time period, usually twelve to twenty-four months from delivery or acceptance. When the related revenues are recognized, the Company provides for the estimated future costs of warranty obligations in cost of revenues. The accrued warranty costs represent the Company’s best estimate at the time of sale of the total costs that will be incurred to repair or replace product parts that fail while still under warranty. The amount of the accrued estimated warranty cost obligations for established products is based on historical experience as to product failures adjusted for current information on repair costs. For new products, estimates include the historical experience of similar products, as well as a reasonable allowance for warranty expenses associated with the new products. On a quarterly basis, the Company reviews the accrued warranty costs and updates the historical warranty cost trends, if required. Revenue Recognition Prior to July 1, 2019, the Company recognized revenue based on ASC 605, when there was persuasive evidence of an arrangement, product delivery had occurred or services had been provided, the sales price was fixed or determinable and collectability was reasonably assured. Beginning on July 1, 2019, the Company recognizes revenue based on ASC 606 as performance obligations are satisfied by transferring control of promised goods or service to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. See “ Recently Adopted Accounting Guidance” ASC 606 The Company recognizes revenue from arrangements that include performance obligations to design, engineer, manufacture, deliver, and install products. The Company identifies a performance obligation for each promise in a contract to transfer a distinct good or service to the customer. As part of its assessment, the Company considers all goods and/or services promised in the contract, regardless of whether they are explicitly stated or implied by customary business practices. The Company’s contracts may contain either a single performance obligation, including the promise to transfer individual goods or services that are not separately distinct within the context of the respective contracts, or multiple performance obligations. For contracts that contain multiple performance obligations, the Company allocates the consideration to which it expects to be entitled to each performance obligation based on relative standalone selling prices and recognizes the related revenue when or as control of each individual performance obligation is transferred to customers. The Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. The Company combines multiple contracts entered into at or around the same time with a customer if the contracts are negotiated as a package with a single commercial objective, the consideration paid under the contracts depends on the price or performance of the other contract, or if the goods or services promised in the contracts are a single performance obligation. Service revenues (service-type warranty, post contract support, installation, and subscription-based services) are recognized over time as the customers receive and consume benefits of such services simultaneously. Assurance-type warranties guarantee that a product complies with agreed-upon specifications and accordingly are not separate performance obligations. A provision for these warranties is recognized in the period during which the associated revenue is recognized. In most cases, installation services represent a separate performance obligation. The customer simultaneously receives and consumes the benefits as the installation services are performed, as other entities could complete the installation at any point during the installation process. When the product and installation service are determined to be a combined performance obligation, revenue is recognized over time as the installation is performed and included in product revenue in the consolidated statement of operations. Variable consideration such as rebates, sales discounts and sales returns are estimated and treated as a reduction of revenue in the same period the related revenue is recognized. These are estimated based on contractual terms, historical practices, and current trends, and are adjusted as new information becomes available. Revenues exclude any taxes that the Company collects from customers and remits to tax authorities. Amounts billed to customer for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products in the period in which revenue is recognized. The Company has elected a practical expedient under ASC 606 that allows for shipping and handling activities that occur after the customer has obtained control of a good to be accounted for as a fulfillment cost. The Company does not adjust the promised amount of consideration for the effects of a significant financing component, if, at contract inception, the Company expects the period between the time when the Company transfers a promised good or service to the customer and the time when the customer pays for that good or service will be one year or less. The Company exercises judgment in determining the timing of revenue by analyzing the point in time or the period over which the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the performance obligation. Typically, over-time revenue recognition is based on the utilization of an input measure used to measure progress, such as costs incurred to date relative to total estimated costs. Changes in total estimated costs are recognized using the cumulative catch-up If a performance obligation does not qualify for over-time revenue recognition, revenue is then recognized at the point-in-time Certain of the Company’s products are sold through distributors and third-party sales representatives under standard agreements whereby distributors purchase products from the Company and resell them to customers. These agreements give distributors the right to sell the Company’s products within certain territories and establish minimum order requirements. These arrangements do not provide stock rotation or price protection rights and do not contain extended payment terms. Rights of return are limited to repair or replacement of delivered products that are defective or fail to meet the Company’s published specifications. Provisions for these warranty costs are recognized in the same period that the related revenue is recorded similar to other assurance-type warranties. 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. Services are provided to the customer via passive dosimeter badges that the Company supplies to customer personnel. Depending on the type of badge utilized, either customers return the used badges to the Company for analysis, or they obtain the analysis directly via a self-service web portal. The Company believes that badge production, badge wearing, badge analysis and report preparation are not individually distinct and therefore a single performance obligation recognized over time. Revenue is recognized ratably over the service period as the service is continuous, and no other discernible pattern of recognition is evident. Many customers pay for these measuring and monitoring services in advance. The amounts are recorded as deferred contract revenue in the consolidated balance sheets and represent customer deposits invoiced in advance for services to be rendered over the service period, net of a reserve for estimated cancellations. Payment terms for shipments to end-users The Company’s costs to obtain contracts are typically comprised of sales commissions. A majority of these costs relate to revenue that is recognized over a period that is less than one year and as such, the Company has elected a practical expedient under ASC 606 to expense these costs as incurred. Remaining Performance Obligations The remaining performance obligations for all open contracts as of December 31, 2021 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 $747.5 million and $715.8 million as of December 31, 2021 and June 30, 2021, respectively. As of December 31, 2021 the Company expects to recognize approximately 45%, 20%, and 17% of the remaining performance obligations as revenue during the fiscal years 2022, 2023 and 2024, respectively. 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 ASC 605 Prior to July 1, 2019, the Company recognized revenue from sales contracts when there was persuasive evidence of an arrangement, product delivery had occurred or services had been provided, the sales price was fixed or determinable and collectability was reasonably assured. For sales contracts that contain customer-specific acceptance provisions, revenue and the related costs were deferred until the customer had indicated successful completion of site acceptance tests or the Company had otherwise determined that all customer-specific acceptance criteria had been met. Where the Company performed detailed factory acceptance testing on completed products, which, |
Business Combinations and Acqui
Business Combinations and Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations and Acquisitions | 2. Business Combinations and Acquisitions Business Combination On October 20, 2021, Mirion Technologies, Inc. consummated its previously announced Business Combination pursuant to the Business Combination Agreement. The aggregate Business Combination Consideration paid by the Company to the Sellers in connection with the consummation of the Business Combination was $1.3 billion in cash, 30,401,902 newly issued shares of Class A common stock and 8,560,540 newly issued shares of the Company’s Class B common stock. 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. The Business Combination is being accounted for under ASC 805, “Business Combinations”. GSAH was determined to be the accounting acquirer. Mirion TopCo constitutes a business in accordance with ASC 805 and the Business Combination constitutes a change in control. Accordingly, the Business Combination is being accounted for using the acquisition method. Under this method of accounting, Mirion TopCo is treated as the “acquired” company for financial reporting purposes and our net assets are stated at fair value, with goodwill or other intangible assets recorded. As a result of the Business Combination, the Company’s financial statement presentation distinguishes Mirion TopCo as the “Predecessor” through the Closing Date. The Company, which includes the combination of GSAH and Mirion TopCo subsequent to the Business Combination, is the “Successor” for periods after the Closing Date. As a result of the application of the acquisition method of accounting in the Successor Period, the financial statements for the Successor Period are presented on a full step-up step-up The following table summarizes the consideration transferred by GSAH: Cash consideration paid by GSAH $ 1,310.0 Cash repayment of existing Mirion TopCo third-party debt 903.6 Reimbursement of Mirion TopCo transaction costs 11.7 Cash consideration paid by GSAH $ 2,225.3 Shares issued to Mirion TopCo sellers at fair value (1) 407.0 Total consideration transferred $ 2,632.3 (1) A total of 30,401,902 shares of Class A common stock were issued to the Sellers at fair value and recognition of noncontrolling interests for 8,560,540 shares Class B common stock at the Closing. The following table summarizes the provisional total business enterprise value, comprised of the preliminary fair value of net assets acquired for the Business Combination. The estimated fair values of all assets acquired and liabilities assumed in the acquisition are provisional and may be revised as a result of additional information obtained during the measurement period of up to one year from the acquisition date, including but not limited to valuation of tax accounts, property, plant and equipment and intangible assets. Mirion TopCo Date of acquisition October 20, 2021 Segment Medical Industrial Corporate Total Goodwill (1) $ 675.2 $ 963.8 $ — $ 1,639.0 Customer relationships (2) 152.7 186.1 — 338.8 Developed technology (3) 66.3 168.3 — 234.6 Tradenames (4) 36.8 63.7 — 100.5 Distributor relationships (5) 52.5 8.6 — 61.1 Backlog (6) 17.7 63.8 — 81.5 Non-compete 4.5 — — 4.5 Amortizable intangible assets $ 330.5 $ 490.5 $ — $ 821.0 Cash 7.8 39.5 54.6 101.9 Accounts receivable 44.0 70.3 — 114.3 Cost in excess of billings — 63.6 — 63.6 Inventory 25.1 119.5 — 144.6 Property, Plant and Equipment 52.6 72.7 1.1 126.4 Other current and non-current 5.8 13.2 5.3 24.3 Right of use assets 22.3 20.1 0.9 43.3 Other non-current 8.0 9.0 — 17.0 Current liabilities (31.9 ) (82.7 ) (33.7 ) (148.3 ) Current lease liability (4.1 ) (4.4 ) (0.3 ) (8.8 ) Deferred contract revenue (34.7 ) (24.2 ) — (58.9 ) Notes payable assumed (1.8 ) (1.1 ) — (2.9 ) Other long-term liabilities (70.6 ) (147.7 ) (23.8 ) (242.1 ) Minority interest — (2.0 ) (0.1 ) (2.1 ) Net tangible assets acquired $ 22.5 $ 145.8 $ 4.0 $ 172.3 Purchase consideration 2,632.3 Less: cash acquired (101.9 ) GAAP purchase consideration, net of cash acquired $ 2,530.4 (1) The goodwill of $1,639.0 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Mirion TopCo. A portion of the goodwill recognized is expected to be deductible for income tax purposes. The purchase price allocation has not been finalized. We expect to finalize the valuation report and complete the purchase price allocation no later than one-year (2) The useful life for customer relationships ranges from 6 to 13 years. (3) The useful life for developed technology ranges from 5 to 16 years. (4) The useful life for tradenames is 10 years. (5) The useful life for distributor relationships ranges from 7 to 13 years. (6) The useful life for backlog ranges from 1 to 4 years. (7) The useful life for non-compete In connection with the acquisitions of Mirion TopCo, the Company incurred approximately $2.2 million and $26.2 million of transaction expenses for the Successor Period from October 20, 2021 through December 31, 2021 and the Predecessor Period from July 1, 2021 through October 19, 2021, respectively. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presents the Company’s results of operations for the years ended December 31, 2021 and June 30, 2021 to illustrate the estimated effects of the acquisition of Mirion as if it had occurred on July 1, 2020. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have actually occurred had the acquisition of Mirion had been completed on July 1, 2020. The unaudited pro forma financial information does not reflect the expected realization of any anticipated cost savings, operating efficiencies, or other synergies that may have been associated with the acquisition. (amounts in millions) Successor Predecessor From October 20, 2021 through December 31, 2021 From July 1, 2021 October 19, 2021 Fiscal Total revenues $ 154.1 $ 168.0 $ 611.6 Net income (loss) $ (5.2 ) $ (56.3 ) $ (192.1 ) Net income (loss) attributable to Mirion Technologies, Inc. stockholders $ (3.6 ) $ (54.0 ) $ (184.2 ) The unaudited pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisition had occurred on July 1, 2020 to give effect to certain events the Company believes to be directly attributable to the acquisitions. These pro forma adjustments primarily include: • A net increase in cost of revenues, depreciation, and amortization expense that would have been recognized due to acquired inventory, property, plant and equipment and intangible assets; • A decrease in interest expense to reflect the elimination of interest expense on debt assumed settled as of July 1, 2020, and the recognition of interest on new debt issued in conjunction with the acquisition; • A reduction in expenses for the Successor Period from October 20, 2021 through December 31, 2021 and the Predecessor Period from July 1, 2021 through October 19,2021, and a corresponding increase in the fiscal year ended June 30, 2021, for acquisition-related transaction costs directly attributable to the acquisition; • A reduction in expenses for the Successor Period from October 20, 2021 through December 31, 2021 and the Predecessor Period from July 1, 2021 through October 19, 2021, and a corresponding increase in the fiscal year ended June 30, 2021, for stock-based compensation related to Profits Interests; • A reversal of gain due to a change in fair value of warrants for the Successor Period from October 20, 2021 through December 31, 2021, and a corresponding gain in fair value of the warrants in the fiscal year ended June 30, 2021; • A change in income tax expense to reflect the income tax effect of the pro forma adjustments based upon an estimated blended statutory rate of 25 • The attribution of the non-controlling For the Successor Period ended December 31, 2021 and the Predecessor Periods ended October 19, 2021 and fiscal year ended June 30, 2021, pro forma adjustments directly attributable to the acquisitions include (i) the purchase accounting effect of inventories acquired of $15.8 million, and (ii) transaction costs of $28.4 million. Acquisitions The Company continually evaluates potential acquisitions that strategically fit with the Company’s existing portfolio of businesses and as a result, the Company completed a number of acquisitions during the Successor and Predecessor Periods presented. All acquisitions are accounted for under the acquisition method of accounting, with the related assets acquired and liabilities assumed 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. The Company engages third-party valuation specialists who review the Company’s critical assumptions and calculations of the fair value of acquired intangible assets in connection with material acquisitions. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. The acquisition of these 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. Successor Period Acquisitions: The following briefly describes the Company’s acquisition activity subsequent to the Business Combination and prior to December 31, 2021. Year Ended December 31, Company Name Description of the Business Description of the Acquisition 2021 CIRS Computerized Imaging Reference Systems, Inc. (“CIRS”) is a U.S.-based company which specializes in design, development, and commercialization of tissue equivalent medical imaging and radiation therapy phantoms. On December 1, 2021, the Company acquired 100% of the equity interest for approximately $55.1 million, subject to final closing statement balances. 2021 Safeline Safeline Monitors Systems LLC is a U.S.-based provider of dosimetry services which will increase the U.S. footprint of On December 1, 2021, the Company acquired 100% of the member equity interest for approximately $1.5 million, Year Ended December 31, Company Name Description of the Business Description of the Acquisition Mirion’s industry-leading dosimetry product offerings. which includes a $0.5 million contingent consideration, based on actual revenues from existing customers for 6 months subsequent to the transaction date. 2021 CHP CHP Dosimetry is a U.S.-based provider of dosimetry services which will increase the U.S. footprint of Mirion’s industry-leading dosimetry product offerings. On November 1, 2021, the Company acquired 100% of the assets for approximately $2.5 million, subject to final closing statement balances. The following table summarizes the provisional total business enterprise value, comprised of the preliminary fair value of net assets acquired for the CIRS acquisition. The estimated fair values of all assets acquired and liabilities assumed in the acquisition are provisional and may be revised as a result of additional information obtained during the measurement period of up to one year from the acquisition date, including but not limited to valuation of tax accounts, property, plant and equipment and intangible assets. (in millions) CIRS Date of acquisition December 1, 2021 Segment Medical Goodwill $ 35.0 Developed technology (1) 19.2 Customer relationships (2) 1.6 Tradenames (3) 0.4 Backlog (4) 0.6 Amortizable intangible assets $ 21.8 Cash 1.0 Accounts receivable 1.6 Inventory 2.0 Property, Plant and Equipment 0.4 Operating ROU assets 3.8 Current lease liabilities (0.5 ) Other long-term liabilities (10.0 ) Net tangible assets acquired $ (1.7 ) Purchase consideration 55.1 Less: cash acquired (1.0 ) GAAP purchase consideration, net of cash acquired $ 54.1 Acquiree revenue post acquisition through the period ended December 31, 2021 $ 1.5 Acquiree income (loss) from operations post acquisition through the period ended December 31, 2021 $ (0.1 ) (1) The useful life for developed technology is 5 years. (2) The useful life for customer relationships is 7 years. (3) The useful life for tradenames is 3 years. (4) The useful life for backlog is 2 years. In connection with the acquisitions of CIRS, the Company incurred approximately $0.4 million of transaction expenses for the period ended December 31, 2021. Predecessor Period Acquisitions: The following briefly describes the Company’s acquisition activity prior to the Business Combination for the Predecessor Periods ended October 19, 2021 and fiscal years ended June 30, 2021, 2020, and 2019. Predecessor Periods ended Company Name Description of the Business Description of the Acquisition 2021 Dosimetry Badge Dosimetry Badge is a U.S.-based provider of dosimetry services which will increase the U.S. footprint of Mirion’s industry-leading dosimetry product offerings. On September 1, 2021 the Company acquired 100% of the assets for approximately $1.8 million, which includes a $0.8 million earn-out, Year Ended June 30, Company Name Description of the Business Description of the Acquisition 2021 Sun Nuclear Sun Nuclear Corporation (“SNC” or “Sun Nuclear”) is a provider in radiation oncology quality assurance, delivering patient safety solutions for diagnostic imaging and radiation therapy centers around the world. On December 18, 2020, the Company acquired 100% of the equity interest for approximately $258.1 million of purchase consideration, net of cash acquired. 2021 Dosimetrics Dosimetrics is a provider in the development and production of OSL personal radiation dosimeters and dosimetry solutions, including readers, erasers, software, accessories, and automation systems. On December 1, 2020, the Company acquired 100% of the equity interest for approximately $3.0 million of purchase consideration, net of cash acquired. 2021 Biodex Biodex is a manufacturer and distributor of medical devices and related replacement parts for physical and nuclear medicine, as well as medical imaging applications located in the United States. On September 1, 2020, the Company acquired 100% of the equity interest for approximately $26.9 million of purchase consideration, net of cash acquired. 2020 AWST AWST is a provider of calibration and measurement technologies for radiation medicine applications. On March 31, 2020, the Company acquired 100% of the equity interest for approximately €24.5 million (or $26.9 million) of purchase consideration. 2020 Selmic Selmic is an electronic component manufacturer of sensors, modules, and devices serving in automotive, transportation, medical, security, defense, and telecom industries. On October 31, 2019, the Company acquired 100% of the equity interest for approximately €9.1 million (or $10.2 million) of purchase consideration. Year June 30, Company Name Description of the Business Description of the Acquisition 2020 Premium Analyse Premium Analyse is a provider in the radioactive gas detection market and measurement of tritium. On July 19, 2019, the Company acquired 100% of the equity interest for approximately €7.9 million ($8.9 million) of purchase consideration. 2020 Capintec Capintec is a provider of calibration and measurement technologies for nuclear medicine applications. Capintec provides solutions for applications in nuclear medicine, nuclear cardiology, oncology, endocrinology, diagnostic radiology, and radiation therapy. On July 9, 2019, the Company acquired 100% of the equity interest for approximately $14.5 million of purchase consideration. 2019 NRG Dosimetry Services Group NRG Dosimetry Services Group is a provider of dosimetry services in the Netherlands. On October 31, 2018, the Company acquired 100% of the equity interest for approximately €7.8 million (or $9.1 million) of purchase consideration The following summarizes the fair value of assets acquired and liabilities assumed for the Biodex and SNC acquisitions during the year ended June 30, 2021 (in millions): Predecessor Biodex SNC Date of acquisition September 1, 2020 December 18, 2020 Segment Medical Medical Goodwill $ 11.1 $ 130.2 Customer relationships (1) 2.3 59.5 Tradenames (2) 1.4 12.0 Non-Compete 0.3 7.5 Developed Technology (4) 2.6 46.5 Amortizable intangible assets $ 6.6 $ 125.5 Cash 4.1 18.8 Accounts receivable 4.0 24.0 Inventory 6.4 13.9 Property, Plant and Equipment 1.0 5.9 Other current and non-current 0.6 8.0 Current liabilities (2.6 ) (9.3 ) Deferred contract revenue (0.2 ) (6.5 ) Other long-term liabilities — (33.6 ) Net tangible assets acquired $ 13.3 $ 21.2 Purchase consideration (5) 31.0 276.9 Less: cash acquired (4.1 ) (18.8 ) GAAP purchase consideration, net of cash acquired $ 26.9 $ 258.1 Acquiree revenue post acquisition through the period ended June 30, 2021 $ 32.6 $ 48.9 Acquiree income (loss) from operations post acquisition through the period ended June 30, 2021 $ 0.7 $ (5.5 ) The following useful lives were used for the initial acquisition and were all reassessed in connection with the Business Combination: (1) The useful life for customer relationships ranges from 10 to 11 years. (2) The useful life for tradenames is 7 years. (3) The useful life for non-compete (4) The useful life for developed technology ranges from 7 to 10 years. (5) Biodex purchase consideration consisted of cash. SNC purchase consideration consisted of $261.9 million cash and $15.0 million of deferred consideration paid in February 2021. In connection with the acquisition of Sun Nuclear, the Company incurred approximately $1.2 million of transaction expenses for the year ended June 30, 2021. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presents the Company’s results of operations for the years ended June 30, 2021 and June 30, 2020 to illustrate the estimated effects of the acquisitions of Biodex and SNC as if they had occurred on July 1, 2019. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have actually occurred had the acquisitions of Biodex and SNC been completed on July 1, 2019. The unaudited pro forma financial information does not reflect the expected realization of any anticipated cost savings, operating efficiencies, or other synergies that may have been associated with the acquisitions. (amounts in millions) Years ended June 30, 2021 2020 Total revenues $ 670.9 $ 598.7 Net loss (142.9 ) (239.2 ) Net loss attributable to Mirion TopCo stockholders (127.9 ) (158.3 ) The unaudited pro forma financial information reflects pro forma adjustments to present the combined pro forma results of the operations as if the acquisitions had occurred on July 1, 2020 to give effect to certain events the Company believes to be directly attributable to the acquisitions. These pro forma adjustments primarily include: • A net increase in cost of revenues, depreciation and amortization expense that would have been recognized due to acquired inventory, property, plant and equipment and intangible assets; • An increase to interest expense to reflect the additional borrowings of the Company in conjunction with the acquisition; • A reduction in expenses for the year ended June 30, 2021 and a corresponding increase in the year ended June 30, 2020, for acquisition-related transaction costs directly attributable to the acquisition; • A reduction in revenues due to the elimination of deferred contract revenue assigned no value at the acquisition date; • An increase in income tax expense using the U.S. statutory rate of 25% to reflect a change in tax status had the Biodex and SNC results of operations been included in the Company’s consolidated tax return; and • The related income tax effects of the adjustments noted above. For the years ended June 30, 2021 and June 30, 2020, pro forma adjustments directly attributable to the acquisitions include: (i) the purchase accounting effect of inventories acquired of $5.2 million, (ii) transaction costs of $4.8 million; and (iii) the reduction in revenues of $14.8 million due to the elimination of deferred contract revenue assigned no value at the acquisition date. |
Contracts in Progress
Contracts in Progress | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Contracts in Progress | 3. Contracts in Progress Costs and billings on uncompleted construction-type contracts consist of the following (in millions): Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 Costs incurred on contracts (from inception to completion) $ 199.4 $ 185.8 $ 152.5 Estimated earnings 125.5 133.2 108.9 Contracts in progress 324.9 319.0 261.4 Less: billings to date (281.8 ) (261.9 ) (209.8 ) Less: write-offs — (2.7 ) — $ 43.1 $ 54.4 $ 51.6 The carrying amounts related to uncompleted construction-type contracts are included in the accompanying balance sheets under the following captions (in millions): Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 Costs and estimated earnings in excess of billings on uncompleted contracts – current $ 56.3 $ 57.2 $ 59.5 Costs and estimated earnings in excess of billings on uncompleted contracts – noncurrent (1) 6.5 8.1 — Billings in excess of costs and estimated earnings on uncompleted contracts – current (2) (17.6 ) (8.0 ) (8.0 ) Billings in excess of costs and estimated earnings on uncompleted contracts – noncurrent (3) (2.1 ) (2.9 ) — $ 43.1 $ 54.4 $ 51.5 (1) Included in other assets within the consolidated balance sheets. (2) Included in deferred contract revenue – current within the consolidated balance sheets. (3) Included in other liabilities within the consolidated balance sheets. Substantially all of the contract liabilities balance as of June 30, 2020 was recognized as revenue during the year ended June 30, 2021, and substantially all of the contract liabilities balance as of June 30, 2021 was recognized as revenue during the Predecessor Stub Period from July 1, 2021 to October 19, 2021 and the Successor Period from October 20, 2021 to December 31, 2021. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventories [Abstract] | |
Inventories | 4. Inventories The components of inventories consist of the following (in millions): Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 Raw materials $ 56.8 $ 50.9 $ 40.6 Work in progress 26.6 26.8 16.1 Finished goods 40.2 35.5 33.5 $ 123.6 $ 113.2 $ 90.2 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment, Net | 5. Property, Plant and Equipment, Net Property, plant and equipment, net consist of the following (in millions): Successor Predecessor Depreciable Lives December 31, 2021 June 30, 2021 June 30, 2020 Land, buildings, and leasehold improvements 3- 39 $ 45.0 $ 44.4 $ 43.9 Machinery and equipment 5 15 26.7 49.6 38.9 Badges 3-5 27.9 38.9 29.4 Furniture, fixtures, computer equipment and other 3-10 16.7 33.6 27.6 Construction in progress — 12.2 13.6 7.3 128.5 180.1 147.1 Less: accumulated depreciation and amortization (4.5 ) (91.3 ) (71.9 ) $ 124.0 $ 88.8 $ 75.2 Total depreciation expense included in costs of revenues and operating expenses was as follows (in millions): Successor Predecessor December 31, 2021 October 19, 2021 June 30, 2021 June 30, 2020 June 30, 2019 Depreciation expense in: Cost of revenues $ 3.5 $ 3.9 $ 14.0 $ 12.7 $ 11.1 Operating expenses 1.7 2.1 6.8 5.2 5.4 Construction in progress includes capitalized internal use software costs totaling $1.7 million, $3.5 million, and $1.2 million as of December 31, 2021, June 30, 2021, and June 30, 2020 respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities, and Deferred Income Taxes and Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities, and Deferred Income Taxes and Other Long-Term Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities, and Deferred Income Taxes and Other Long-Term Liabilities | 6. Accrued Expenses and Other Current Liabilities, and Deferred Income Taxes and Other Long-Term Liabilities Accrued expenses and other current liabilities consist of the following (in millions): Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 Compensation and related benefit costs $ 34.0 $ 38.9 $ 30.3 Customer deposits 8.8 8.1 3.1 Accrued commissions 0.9 1.1 3.7 Accrued warranty costs 5.9 6.3 5.5 Non-income 7.5 5.0 4.9 Pension and other post-retirement obligations 0.3 0.5 0.3 Income taxes payable 3.2 3.1 9.2 Restructuring 1.4 3.1 — Accrued professional fees related to becoming a public company 1.8 8.3 — Deferred and contingent consideration 2.0 — — Other accrued expenses 9.6 9.9 7.1 Total $ 75.4 $ 84.3 $ 64.1 Deferred income taxes and other long-term liabilities consist of the following (in millions): Successor Predecessor December 31, June 30, June 30, Deferred income taxes $ 161.0 $ 40.1 $ 33.1 Pension and other post-retirement obligations, non-current 11.7 12.5 12.4 Other long-term liabilities 24.7 24.9 18.0 Total $ 197.4 $ 77.5 $ 63.5 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. 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. 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. 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. No goodwill impairment was recognized for the Successor Period or Predecessor Periods from July 1, 2021 through December 31, 2021 and fiscal years ended June 30, 2021, and June 30, 2020. The following table shows changes in the carrying amount of goodwill by reportable segment as of December 31, 2021 and 2020 (in millions): Predecessor Medical Industrial Consolidated Balance—June 30, 2019 $ 96.7 $ 414.9 $ 511.6 Acquisition of Capintec 6.0 — 6.0 Acquisition of Premium Analyse — 4.3 4.3 Acquisition of Selmic — 2.7 2.7 Acquisition of AWST 4.1 — 4.1 Translation adjustment — (6.1 ) (6.1 ) Balance—June 30, 2020 $ 106.8 $ 415.8 $ 522.6 Acquisition of Sun Nuclear 130.2 — 130.2 Acquisition of Biodex 11.1 — 11.1 Acquisition of Dosimetrics 1.6 — 1.6 Translation adjustment (0.2 ) 16.2 16.0 Balance—June 30, 2021 $ 249.5 $ 432.0 $ 681.5 Acquisition of Dosimetry Badge 0.9 — 0.9 Balance—Translation adjustment (0.4 ) (4.6 ) (5.0 ) Balance—October 19, 2021 $ 250.0 $ 427.4 $ 677.4 Successor Medical Industrial Consolidated Balance—October 20, 2021 $ — $ — $ — Acquisition of Mirion 675.2 963.8 1,639.0 Acquisition of CHP Badge 1.5 — 1.5 Acquisition of Safeline 0.8 — 0.8 Acquisition of CIRS 35.0 — 35.0 Translation adjustment — (13.7 ) (13.7 ) Balance—December 31, 2021 $ 712.5 $ 950.1 $ 1,662.6 A portion of the goodwill is deductible for income tax purposes. Intangible Assets Intangible assets consist of our developed technology, customer relationships, backlog, trade names, and non-compete Many of our intangible assets are not deductible for income tax purposes. A summary of intangible assets useful lives, gross carrying value and related accumulated amortization is below (in millions): Successor December 31, 2021 Original Average Life in Years Gross Carrying Amount Accumulated Amortization Net Book Value Customer relationships 6-13 $ 341.0 $ (15.3 ) $ 325.8 Distributor relationships 7-13 61.0 (1.5 ) 59.5 Developed technology 5-16 251.2 (5.9 ) 245.3 Trade names 3-10 100.0 (2.1 ) 97.9 Backlog and other 1-4 85.7 (7.2 ) 78.4 Total $ 838.9 $ (32.0 ) $ 806.9 Predecessor June 30, 2021 Original Average Life in Years Gross Carrying Amount Accumulated Amortization Net Book Value Customer relationships 6-17 $ 420.4 $ (205.6 ) $ 214.8 Developed technology 3-16 184.5 (104.7 ) 79.8 Trade names 5-9 47.4 (29.5 ) 17.9 Backlog and other 1-9 40.6 (26.8 ) 13.8 Total $ 692.9 $ (366.6 ) $ 326.3 June 30, 2020 Original Average Life in Years Gross Carrying Amount Accumulated Amortization Net Book Value Customer relationships 6-15 $ 358.5 $ (170.5 ) $ 188.0 Developed technology 3-16 130.0 (81.0 ) 49.0 Trade names 5-9 32.9 (22.4 ) 10.5 Backlog and other 1-9 22.8 (22.0 ) 0.8 Total $ 544.2 $ (295.9 ) $ 248.3 Aggregate amortization expense for intangible assets included in cost of revenues and operating expenses was as follows (in millions): Successor Predecessor From through From Fiscal Year Fiscal Year Fiscal Year Amortization expense for intangible assets in: Cost of revenues $ 5.6 $ 6.6 $ 20.9 $ 17.9 $ 18.4 Operating expenses $ 26.4 $ 13.1 $ 41.9 $ 32.7 $ 34.5 Future annual amortization expense at current exchange rates is as follows (in millions): Fiscal year ending December 31: 2022 $ 142.9 2023 126.9 2024 112.5 2025 90.4 2026 83.3 2027 and thereafter 250.9 Total $ 806.9 |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2021 | |
Borrowings [Abstract] | |
Borrowings | 8. Borrowings On June 17, 2021, Mirion and other sellers entered into the Business Combination Agreement with GSAH, a special purpose acquisition company. On October 20, 2021, Mirion consummated the Business Combination pursuant to the Business Combination Agreement, combining with a subsidiary of GSAH at the Closing, for total consideration of approximately $2.6 billion. The Sellers received cash consideration of approximately $1.3 billion and 30,401,902 shares of Class A and 8,560,540 shares of Class B common stock valued at approximately $0.4 billion on the Closing Date (based upon $10.45 average- price per share of GSAH’s Class A common stock on the Closing Date). The Shareholder Notes and Management Notes were acquired by GSAH at the Closing for a price equal to the full outstanding principal amount together with all accrued but unpaid interest up to but excluding the Closing Date using a portion of the Business Combination Consideration. In connection with the Closing, GSAH contributed the Shareholder Notes and the Management Notes to Mirion TopCo, and then the Shareholder Notes and Management Notes were extinguished in full. Borrowings under the 2019 Credit Facility (as defined below) as of the Closing Date were paid in full through the cash consideration and new financing obtained through the 2021 Credit Agreement described below. Third-party notes payable consist of the following (in millions): Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 2021 Credit Agreement $ 828.3 $ — $ — 2019 Credit Facility – first lien term loan — 906.4 682.1 NRG Loan — — 5.8 JLG Note Payable — 0.3 0.2 Canadian Financial Institution 1.2 1.2 1.2 Other 2.3 0.8 — Draw on revolving line of credit — — 35.0 Total third-party borrowings 831.8 908.7 724.3 Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 Less: notes payable to third-parties, current $ (3.9 ) $ (6.4 ) $ (41.1 ) Less: deferred financing costs (21.1 ) (16.6 ) (13.4 ) Notes payable to third-parties, non-current $ 806.8 $ 885.7 $ 669.8 As of December 31, 2021, the fair market value of the Company’s 2021 Credit Agreement was $825.2 million. As of June 30, 2021 and June 30, 2020, the fair market value of the Company’s 2019 Credit Facility – first lien term loan was $906.4 million and $662.5 million, respectively. The fair market value for the 2021 Credit Agreement and 2019 Credit Facility were 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 December 31, 2021, June 30, 2021 and June 30, 2020. 2021 Credit Agreement In connection with the Business Combination, certain subsidiaries of the Company entered into the 2021 Credit Agreement among Mirion Technologies (HoldingSub2), Ltd., a limited liability company incorporated in England and Wales, as Holdings, Mirion Technologies (US Holdings), Inc., as the Parent Borrower, Mirion Technologies (US), Inc., as the Subsidiary Borrower, the lending institutions party thereto, Citibank, N.A., as the Administrative Agent and Collateral Agent and Goldman Sachs Lending Partners, Citigroup Global Markets Inc., Jefferies Finance LLC and JPMorgan Chase Bank, N.A., as the Joint Lead Arrangers and Bookrunners. The 2021 Credit Agreement refinanced and replaced the credit agreement from March 2019, by and between, among others, Mirion Technologies (HoldingRep), Ltd. (“Mirion HoldingRep”), its subsidiaries and Morgan Stanley Senior Funding Inc., as administrative agent, certain other revolving lenders and a syndicate of institutional lenders (the “2019 Credit Facility”) which is described in more detail below. The 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility and a $90.0 million senior secured revolving facility (collectively, the “Credit Facilities”). The Credit Facilities are permitted to be used to effect the Transactions (as defined in the 2021 Credit Agreement), 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 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 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 December 31, 2021. Term Loan - Revolving Line of Credit 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 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 consolidated balance sheet. We amortize all debt issuance costs over the life of the related indebtedness. For the period from the Closing Date through December 31, 2021, we incurred approximately $0.7 million of amortization expense of the deferred finance costs. 2019 Credit Facility In conjunction with the Business Combination, the 2021 Credit Agreement refinanced and replaced the 2019 Credit Facility. The 2019 Credit Facility provided for financing of a $450.0 million senior secured term loan facility and a €125.0 million term loan facility, as well as a $90.0 million revolving line of credit. The 2019 Credit Facility was amended to provide an additional $225.0 million, $34.0 million and $66.0 million in gross proceeds from the USD term loan in December 2020, July 2019, and December 2019, respectively. The 2019 Credit Facility was secured by a first priority lien on substantially all of Mirion HoldingRep and subsidiaries’ assets in the United States, certain assets of guarantor subsidiaries in Germany, the United Kingdom, Canada, France, Belgium and Luxembourg and two-thirds non-guarantors debt-to-income non-financial USD term loan Euro term loan Revolving Line of Credit Deferred Financing Costs As noted above, the 2021 Credit Agreement refinanced and replaced the 2019 Credit Facility. In conjunction with the Business Combination purchase accounting we wrote off the remaining unamortized original issue discounts (OID) and debt issuance costs of $15.4 million related to the term loan and $0.4 million related to the revolving line of credit and recorded as a loss on extinguishment of debt on the last day of the Predecessor Period. In connection with the issuance of the 2019 Credit Facility, we incurred debt issuance costs of $16.3 million on date of issuance, and an additional $6.2 million and $1.2 million of costs for incremental proceeds in fiscal years June 30, 2021 and June 30, 2020, respectively. In conjunction with the issuance of 2019 Credit Facility, we concluded there was an extinguishment of a previous debt. We wrote off the remaining unamortized original issue discounts (OID) and debt issuance costs of $12.8 million in March 2019. In accordance with accounting for debt issuance costs, we recognize and present deferred finance costs associated with non-revolving In connection with the issuance of the 2019 Credit Facility revolving line of credit, we incurred debt issuance costs of $0.9 million. We wrote off the remaining unamortized debt issuance costs of $0.2 million of a previous revolving credit agreement in March 2019. 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 consolidated balance sheet. We amortize all debt issuance costs over the life of the related indebtedness. During fiscal years ended June 30, 2021, June 30, 2020 and June 30, 2019, we incurred approximately $3.2 million, 2.6 million and $2.8 million, respectively, of amortization expense of the deferred finance costs, in addition to the write off of $12.8 million included in Loss on debt extinguishment in the Predecessor Period fiscal year ended June 30, 2019. NRG Loan Canadian Financial Institution JLG Note Payable 0.2 Overdraft Facilities The Company has overdraft facilities with certain German and French financial institutions. As of December 31, 2021, June 30, 2021 and June 30, 2020, there were no outstanding amounts under these arrangements. Accounts Receivable Sales Agreement We are party to an agreement to sell short-term receivables from certain qualified customer trade accounts to an unaffiliated French financial institution without recourse. Under this agreement, the Company can sell up to €8.0 million ($9.1 million as of December 31, 2021) 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 December 31, 2021, June 30, 2021 and June 30, 2020, there was approximately $0.4 million, $0.8 million and $0.0 million, respectively, outstanding under these arrangements which were included as Other in the Borrowings table above. Total costs associated with this arrangement were immaterial for the Successor Periods and for all Predecessor Periods presented and are included in selling, general and administrative expense in the consolidated statement 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 €70.3 million ($79.7 million), €67.3 million ($79.9 million), and €47.3 million ($53.1 million) as of December 31, 2021, June 30, 2021 and June 30, 2020, respectively, subject to certain local restrictions. As of December 31, 2021, June 30, 2021, and June 30, 2020 €37.7 million ($42.7 million), €24.7 million ($29.3 million), and €21.2 million ($23.7 million), respectively, of the lines had been utilized to guarantee documentary and standby letters of credit, with interest rates ranging from 0.5% to 2.0%. In addition, the Company posts performance bonds with irrevocable letters of credit to support certain contractual obligations to customers for equipment delivery. These letters of credit are supported by restricted cash accounts, which totaled $1.3 million, $1.0 million and $1.7 million as of December 31, 2021, June 30, 2021 and June 30, 2020, respectively. At December 31, 2021, contractual principal payments of total third-party borrowings are as follows (in millions): Fiscal year ending December 31: 2022 $ 7.1 2023 8.4 2024 8.3 2025 8.2 2026 9.6 Thereafter 790.2 Gross Payments 831.8 Unamortized debt issuance costs (21.1 ) Total third-party borrowings, net of debt issuance costs $ 810.7 Notes Payable to Related Parties Concurrent with the Closing, a portion of the Business Combination Consideration was used to extinguish the Shareholder Notes and the Management Notes in full. Notes payable to related parties consists of the following (in millions): Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 Shareholder Notes $ — $ 1,166.8 $ 983.7 Management Notes — 3.7 3.4 Notes payable to related parties $ — $ 1,170.5 $ 987.1 The estimated fair value of the Company’s related party debt was approximately $1,170.5 million and $987.1 million as of June 30, 2021 and June 30, 2020, respectively. The fair value of this instrument approximates book value due to the reasonable possibility of redemption prior to the term date. Shareholder and Management Notes in-kind in-kind During fiscal years ended June 30, 2021 and 2020, an additional $181.5 million and $99.6 million in Shareholder Notes were admitted to trading and are on the official listing of TISE, respectively. From July 1, 2021 through the Closing Date, no additional Shareholder Note or Management Notes were admitted to trading. At June 30, 2021 and 2020, there were $1,158.4 million and $976.9 million in Shareholder Notes issued and outstanding, respectively, as listed on TISE. Of the amount available for trading, $683.9 million relates to principal balance and $474.5 million relates to accrued interest as of June 30, 2021. There was no trading activity related to Shareholder and Management Notes during fiscal year ended June 30, 2021, June 30, 2020 and through the Closing Date. As of June 30, 2021 and June 30, 2020, there were $3.6 million and $3.4 million in Management Notes issued and outstanding, respectively, as listed on TISE. The notes bore simple annual interest at 11.5% except for $70.0 million of Shareholder Notes added in fiscal year 2021 that bore simple annual interest rate of 6.0% until October 1, 2021 when the interest rate converted to simple annual interest of 11.5%. For the Shareholder Notes, the interest was added to the principal outstanding on December 31 of each year until extinguished and were referred to as Shareholder Funding Bonds on TISE. For the Management Notes, half of the interest was added to the principal outstanding on December 31 of each year until extinguished and was referred to as Management Funding Bonds on TISE, while the remaining half was payable in cash annually. The listing on the TISE for Shareholder and Management Funding Bonds was an optional election and certain shareholders had elected to opt-out winding-up, At June 30, 2021, and June 30, 2020, interest of $64.6 million and $56.3 million was accrued on the Shareholder Notes principal outstanding, respectively, and $0.2 million and $0.1 million was accrued on the Management Notes principal outstanding, respectively. As of December 31, 2020 and December 31, 2019, accrued interest of $113.6 million and $101.3 million, respectively, was added to the principal of the Shareholder Notes; and $0.2 million and $0.2 million, respectively was added to the principal of the Management Notes. |
Leased Assets
Leased Assets | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leased Assets | 9. 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 Company’s financing lease arrangements are not material. The table below presents the locations of the operating lease assets and liabilities on the consolidated sheets Successor Balance Sheet Line Item December 31, 2021 Operating Lease assets Operating Lease assets $ 45.7 Financing Lease assets Other Assets $ 0.9 Operating lease liabilities: Current operating lease liabilities Current operating lease liabilities $ 9.3 Noncurrent operating lease liabilities Operating lease liability, non-current 40.6 Total operating lease liabilities: $ 49.9 Successor Balance Sheet Line Item December 31, 2021 Financing lease liabilities: Current financing lease liabilities Accrued expenses and other current liabilities $ 0.6 Noncurrent financing lease Deferred income taxes and other long-term liabilities 0.3 Total financing lease liabilities: $ 0.9 The depreciable lives are limited by the expected lease term for operating lease assets and by shorter of either the expected lease term or economic useful life for financing lease assets. The Company’s leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring the lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease within a particular currency environment. The Company used incremental borrowing rates as of July 1, 2021 for leases that commenced prior to that date. The Company’s weighted average remaining lease term and weighted average discount rate for operating leases as of December 31, 2021 are: Successor December 31, 2021 Operating leases Weighted average remaining lease term (in years) 7.5 Weighted average discount rate 4.19 % The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable Fiscal year ending December 31: 2022 $ 10.8 2023 9.4 2024 8.1 2025 6.4 2026 5.0 2027 and thereafter 18.5 Total undiscounted future minimum lease payments $ 58.2 Less: Imputed interest (8.3 ) Total lease liabilities $ 49.9 For the, Successor Period from October 20, 2021 through December 31, 2021 and the Predecessor Stub Period from July 1, 2021 through October 19, 2021 operating lease costs (as defined under ASU 2016-02) Cash paid for amounts included in the measurement of operating lease liabilities was $2.3 million and $3.5 million for the Successor Period from October 20, 2021 through December 31, 2021 and the Predecessor Period from July 1, 2021 through October 20, 2021, respectively, and this amount is included in operating activities in the consolidated statements of cash flows. Operating lease assets obtained in exchange for new operating lease liabilities were $4.1 million and $0.4 million for the Successor Period from October 20, 2021 through December 31, 2021 and Predecessor Period from July 1, 2021 through October 20, 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Unconditional Purchase Obligations The Company has entered into certain long-term unconditional purchase obligations with suppliers. These agreements are non-cancellable Fiscal year ending December 31: 2023 $ 12.5 2024 4.7 2025 2.5 2026 1.1 2027 0.4 2028 and thereafter 0.3 Total $ 21.5 Litigation The Company is subject to various legal proceedings, claims, litigation, investigations and contingencies arising out of the ordinary course of business. While the ultimate results of such suits or other proceedings against the Company cannot be predicted with certainty, we believe the resolution of these matters will not have a material effect on our results of operations, financial condition, or cash flows. If we believe the likelihood of an adverse legal outcome is probable and the amount is reasonably estimable, we accrue a liability in accordance with accounting guidance for contingencies. We consult with legal counsel on matters related to litigation and seek input both within and outside the Company. On December 30, 2021, Mirion Technologies, Inc. agreed to settle claims for attorneys’ fees related to a demand from a purported stockholder of GSAH related to the Business Combination. The stockholder alleged that a then-proposed amendment to GSAH’s certificate of incorporation failed to provide holders of GSAH’s Class A common stock with a separate class vote with respect to a proposed increase in the number of authorized shares of GSAH’s Class A common stock. Prior to the business combination, GSAH mooted the claim by providing the requested class vote to holders of GSAH’s Class A common stock. As part of the settlement, the Company agreed to pay the stockholder’s counsel $0.7 million, and the stockholder and his counsel provided customary releases to the Company, the former directors of GSAH and certain other persons in connection with any and all claims related to the stockholder’s demand and any alleged entitlement by the stockholder’s counsel to attorneys’ fees or expenses. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The domestic and foreign components of (loss) before provision for income taxes and the provision for income taxes were as follows (in millions): Successor From October 20, 2021 through December 31, 2021 United States $ (26.8 ) Foreign (3.0 ) Net loss before benefit from income taxes $ (29.8 ) Income tax provision (benefit): Current: Federal $ — State and local 0.8 Foreign 3.8 Total current provision $ 4.6 Deferred: Federal $ (5.4 ) State and local (1.2 ) Foreign (4.8 ) Total deferred benefit $ (11.4 ) Total benefit from income taxes $ (6.8 ) Predecessor From July 1, 2021 through October 19, 2021 Fiscal Year Ended June 30, 2021 Fiscal Year Ended June 30, 2020 Fiscal Year Ended June 30, 2019 United Kingdom $ (41.2 ) $ (125.3 ) $ (118.2 ) $ (96.3 ) United States (61.2 ) (53.8 ) (24.5 ) (42.0 ) Other foreign (8.9 ) 14.8 18.1 12.1 Net loss before benefit from income taxes $ (111.3 ) $ (164.3 ) $ (124.6 ) $ (126.2 ) Income tax provision (benefit): Current: United Kingdom 0.1 0.3 0.6 1.1 United States 1.4 2.4 (6.2 ) 1.9 Other foreign 2.0 9.4 16.1 9.6 Total current provision $ 3.5 $ 12.1 $ 10.5 $ 12.6 Deferred: United Kingdom — — (0.4 ) (0.3 ) United States (7.0 ) (15.5 ) 1.3 (7.2 ) Other foreign (2.1 ) (2.5 ) (16.9 ) (9.3 ) Total deferred benefit $ (9.1 ) $ (18.0 ) $ (16.0 ) $ (16.8 ) Total benefit from income taxes $ (5.6 ) $ (5.9 ) $ (5.5 ) $ (4.2 ) The provision (benefit) for income taxes differs from the amount computed by applying the U.S. Federal statutory income tax rate to loss before provision for income taxes as follows: Successor From October 20, 2021 through December 31, 2021 Income tax at U.S. Federal statutory rate 21 % State and local taxes, net of federal impact 2 % Foreign tax rate differential — % Change in valuation allowance 3 % Stock-based compensation expense (4 )% Warrant liability change in fair value 1 % Other — % Total effective income tax rate 23 % The provision (benefit) for income taxes differs from the amount computed by applying the U.K. statutory income tax rate to loss before provision for income taxes as follows: Predecessor From July 1, 2021 through October 19, 2021 Fiscal Year Ended June 30, 2021 Fiscal Year Ended June 30, 2020 Fiscal Year Ended June 30, 2019 Income tax at U.K. statutory rate 19 % 19 % 19 % 19 % Subpart F & GILTI — % (1 )% (2 )% (4 )% Foreign taxes, including U.S. 1 % (1 )% 1 % 3 % Transaction costs (3 )% — % — % — % Change in valuation allowance (2 )% 4 % (8 )% 1 % Unrecognized tax benefits (1 )% (1 )% 11 % — % Nondeductible interest expense (7 )% (14 )% (17 )% (14 )% Stock-based compensation expense (2 )% — % — % — % Other — % — % — % (2 )% Total effective income tax rate 5 % 4 % 4 % 3 % Taxes of approximately $28.7 million have not been provided on approximately $220 million of certain earnings and profits and approximately $67.1 million of undistributed GAAP retained earnings of non-U.S. The components of the Company’s net deferred tax assets and liabilities consist of the following (in millions): Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 Deferred tax assets: Net operating loss carryforwards $ 24.5 $ 29.2 $ 29.2 Federal and state credit carryforwards 13.9 14.3 16.4 Property, plant and equipment 0.6 0.6 2.6 Deferred and other revenue differences 8.6 4.0 — Interest carryforwards 12.1 11.2 4.9 Other reserves and accrued expenses 15.4 15.0 9.0 Lease liabilities 12.5 — — Other assets 2.2 3.7 4.7 Total deferred tax assets 89.8 78.0 66.8 Less: valuation allowance (20.7 ) (29.1 ) (29.0 ) $ 69.1 $ 48.9 $ 37.8 Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 Deferred tax liabilities: Purchased technologies and other intangibles $ (192.1 ) $ (75.0 ) $ (58.2 ) Deferred and other revenue differences (7.5 ) (8.1 ) (0.8 ) Property, plant and equipment (11.9 ) (3.9 ) (3.0 ) Lease right of use assets (11.4 ) — — Other liabilities (1.4 ) (1.8 ) (4.1 ) Total deferred tax liabilities (224.3 ) (88.8 ) (66.1 ) Net deferred tax liabilities $ (155.2 ) $ (39.9 ) $ (28.3 ) The increase in deferred tax liabilities in the Successor Period is mainly due to the fair valuation of the Company’s intangible assets as a result of the Business Combination. See Note 2, Acquisitions non-U.S. non-U.S. Successor Predecessor From October 20, December 31, From July 1, October 19, Fiscal June 30, Fiscal June 30, Valuation allowance balance – beginning of period $ 1.0 $ 29.1 $ 29.0 $ 18.7 Increases/(decreases) resulting from the Mirion Business Combination 19.7 — — — Increases resulting from other business combinations — — 0.5 0.3 Other increases — 1.6 8.6 10.0 Other decreases $ — $ — $ (9.0 ) $ — Valuation allowance balance – end of period $ 20.7 $ 30.7 $ 29.1 $ 29.0 Included in increases/(decreases) resulting from the Mirion Business Combination is a decrease of $(10.0) million primarily related to the change in expected realization of tax attributes in the U.K. A majority of the decrease in the fiscal year ended June 30, 2021 is attributable to a change in the realizability of U.S. deferred tax assets upon the acquisition of Sun Nuclear. As of December 31, 2021, the Company had U.S. federal, U.S. state, and non-U.S. As a result of the Business Combination, Mirion TopCo experienced an ownership change. Management analyzed the impact related to the ability to utilize certain of its non-U.S. As of December 31, 2021, the Company had $6.6 million of unrecognized tax benefits related to uncertain tax positions, $4.2 million of which would affect its effective tax rate if recognized. Although the timing and outcome of tax settlements are uncertain, it is reasonably possible that during the next twelve months a reduction in unrecognized tax benefits related to the deductibility of certain expenses may occur in the range of zero to $2.8 million due to the expiration of various statutes of limitations and anticipated corrections to the timing of deductions. As of June 30, 2021, the Company had $5.0 million of unrecognized tax benefits related to uncertain tax positions, $3.4 million of which would affect its effective tax rate if recognized. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): Successor Predecessor From October 20, December 31, From July 1, October 19, Fiscal June 30, Fiscal June 30, Balance, beginning of period $ — $ 5.0 $ 0.8 $ 13.9 Increases resulting from the Mirion Business Combination 6.5 — — — Current year additions to positions 0.1 1.5 2.6 — Additions from other business combinations 0.2 — 1.7 — Lapse of applicable statute of limitations — — (0.1 ) (13.1 ) Reductions to prior year positions (0.2 ) — — — Foreign currency translation adjustments — — — — Balance, end of period $ 6.6 $ 6.5 $ 5.0 $ 0.8 The Company has recorded $3.1 million, $2.1 million, and $0.8 million of unrecognized tax benefits as non-current The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. Accrued interest and penalties as of December 31, 2021, June 30, 2021, and June 30, 2020, were approximately $0.9 million, $0.6 million, and $0.3 million, respectively. The ultimate amount and timing of any future cash settlements cannot be predicted with reasonable certainty. The Company conducts business globally and, as a result, one or more of its subsidiaries files U.S. federal and state income tax returns and income tax returns in other foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as the United Kingdom, France, Germany, Canada, and the United States. With the exception of the 2015 tax year returns for Canada, and a few insignificant jurisdictions, the Company is no longer subject to U.S. federal or non-U.S. In many cases, the Company’s uncertain tax positions are related to tax years that remain subject to examination by tax authorities. The following describes open tax years by major tax jurisdictions as of December 31, 2021: Years Open Jurisdiction: Canada 2015 – 2021 France 2019 – 2021 Germany 2016 – 2021 United Kingdom 2016 – 2021 United States—Federal 2016 – 2021 United States—State 2004 – 2021 |
Supplemental Disclosures to Con
Supplemental Disclosures to Consolidated Statements of Cash Flows | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures to Consolidated Statements of Cash Flows | 12. Supplemental Disclosures to Consolidated Statements of Cash Flows Supplemental cash flow information and schedules of non-cash Successor Predecessor From October 20, through December 31, From October 19, Fiscal June 30, Fiscal June 30, Fiscal June 30, Cash Paid For: Cash paid for interest $ 5.5 $ 10.0 $ 37.4 $ 39.2 $ 39.2 Cash paid for income taxes $ 2.9 $ 4.3 $ 19.3 $ 10.6 $ 11.3 Non-Cash Contingent consideration from acquisitions $ 0.5 $ 0.8 $ — $ — $ — Property, plant, and equipment purchases in accounts payable $ 0.1 $ (1.8 ) $ 3.2 $ 2.0 $ 2.7 Acquisition purchases in accrued expense and other liabilities $ — $ 0.1 $ 2.1 $ 2.8 $ — Accounts payable converted to note payable to third parties $ — $ — $ — $ — $ 0.2 Common Shares issued to Mirion Sellers in Mirion Business Combination $ 420.7 $ — $ — — — The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balances sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flow (in millions). Successor Predecessor From October 20, through December 31, From October 19, Fiscal June 30, Fiscal June 30, Fiscal June 30, Cash and cash equivalents $ 84.0 $ 101.8 $ 101.1 $ 118.4 $ 35.8 Restricted cash—current 0.6 0.8 0.8 1.1 1.4 Restricted cash—non-current 0.7 0.5 0.5 0.5 0.4 Total cash, cash equivalents, and restricted cash shown in the statements of cash flow $ 85.3 $ 103.1 $ 102.4 $ 120.0 $ 37.6 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. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefit [Abstract] | |
Employee Benefit Plans | 13. Employee Benefit Plans Defined Benefit Pension Plans The Company maintains contributory and noncontributory defined benefit plans for certain employees in France, Japan and Germany. Plan benefits are generally based on each employee’s years of service and final salary. The unfunded benefit obligation recognized in the consolidated balance sheets related to these plans was $11.4 million, $12.3 million, and $11.9 million at December 31, 2021, June 30, 2021, and June 30, 2020, respectively. Benefits expense related to these plans was $0.3 million, $0.3 million, $1.2 million, $1.2 million, and $1.1 million for the Successor Period from October 20, 2021 through December 31, 2021, the Predecessor Periods from July 1, 2021 through October 19, 2021, and the fiscal years ending June 30, 2021, June 30, 2020 and June 30, 2019, respectively. The amount recognized in accumulated other comprehensive loss related to these plans was $1.6 million, $2.2 million, and $2.8 million at December 31, 2021, June 30, 2021, and June 30, 2020, respectively. The estimated future benefit payments over the next ten years are $5.1 million. The estimated gains and losses, net, that will be amortized from accumulated other comprehensive income into benefits expense over the next fiscal year are not significant. Other Post-Retirement Benefit Plans The Company maintains a post-retirement benefit plan for certain eligible employees in the United States. Under the provisions of the plan, certain retired employees will secure their own health insurance coverage, and the Company will reimburse the retired employee an amount specified in the plan. The unfunded benefit obligation recognized in the consolidated balance sheets related to this plan was $0.6 million, $0.7 million and $0.7 million at December 31, 2021, June 30, 2021, and June 30, 2020, respectively. Benefits expense related to these plans was negligible for all periods presented. The Company also offers a discretionary retirement plan to certain eligible employees whereby they may defer a portion of their compensation until retirement. Defined Contribution Plans The Company maintains 401(k) savings plans and other voluntary defined contribution retirement plans for other eligible employees. Under each plan, eligible employees may make voluntary contributions, while the Company makes contributions as defined by each plan agreement. Employee contributions in each plan are fully vested and Company contributions vest based on years of service in accordance with the provisions of each plan agreement. Total benefits expense for all defined contribution retirement plans was $0.6 million, $1.0 million, $3.7 million, $3.1 million, and $1.7 million for the Successor Period from October 20, 2021 through December 31, 2021, Predecessor Period from July 1, 2021 through October 19, 2021, and the fiscal years ended June 30, 2021, 2020 and 2019, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 14. Stock-Based Compensation Stock-based compensation is rewarded 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 RSUs and PSUs, provided that the granting of such equity awards was contingent upon the Company filing Form S-8 In conjunction with entering to the Business Combination Agreement, on June 17, 2021 the Sponsor issued the Profits Interests to certain Mirion employees and the current Chairman of the Board of Mirion which are described in more detail below. These awards are treated as stock-based compensation under ASC Topic 718. As the Profits Interests included the completion of the Business Combination as a vesting condition, the expense that accumulated prior to the Business Combination was recorded on the last day of the Predecessor Period. 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 have 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. 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 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. As of December 31, 2021, the pool of shares in the 2021 Plan is summarized as follows: Maximum allowed for issuance 19,952,329 Awards granted 1,238,683 Awards forfeited — Available for future awards 18,713,646 Awards vested — The table below summarizes certain data for our stock-based compensation plans (in millions): Successor Predecessor From October 20, 2021 through December 31, 2021 From October 19, 2021 Stock-based compensation expense (1) $ 5.3 $ 9.3 Tax (expense) benefit for stock-based compensation (2) $ — $ — (1) Includes expense related to Profits Interests for the periods presented. Stock based compensation expense related to RSUs, PSUs and Director RSUs was immaterial for the periods presented (2) Tax (expense) benefit was zero related to Profits Interests expense Restricted Stock Units RSUs represent a right to receive one share of our Class A common stock that is both nontransferable and forfeitable unless and until certain conditions are satisfied. Certain RSUs vest ratably over various service periods ranging from three Performance-based Restricted Stock Units PSUs vest over a three year performance period. The number of PSUs to be earned is determined based upon attainment of specific business performance goals over the course of the performance period. If certain minimum performance levels are not attained in the performance period, none of the PSUs will become vested. PSUs are considered variable in that compensation could range from zero to 100% of the award agreement’s target contingent on the performance level attained. The fair value of the PSUs is determined using a Monte Carlo simulation model determined on the grant date with the following assumptions: MIR Stock Price $ 10.70 Expected volatility (1) 41.12 % Risk-free interest rate (2) 0.98 % Dividend yield 0.00 % Fair value $ 7.91 (1) Expected volatility is based on historical volatilities from a group of comparable entities for a time period similar to that of the expected term. (2) The risk-free rate is based on an average of U.S. Treasury yields in effect at the time of grant corresponding with the expected term. Director Restricted Stock Units Members of the Company’s Board of Directors (“Director(s)”) may elect to receive their quarterly retainer fees in the form of Class A common shares that are covered under our effective Registration Statement on Form S-8. Activity of our RSUs, PSUs and Director RSUs is as follows: RSUs PSUs Director RSUs Quantity Weighted Quantity Weighted Quantity Weighted Beginning balance at Business Combination — $ — — $ — — $ — Awards granted 974,775 $ 10.48 229,006 $ 9.20 34,902 $ 10.48 Awards vested — $ — — $ — — $ — Awards forfeited — $ — — $ — — $ — Total awards outstanding at December 31, 2021 974,775 $ 10.48 229,006 $ 9.20 34,902 $ 10.48 Unrecognized compensation cost and weighted average periods remaining for non-vested Successor From October 20, 2021 Weighted average non-vested Unrecognized compensation cost RSUs $ 10.2 4 years PSUs 2.1 3 years Director RSUs 0.4 4 months Total unrecognized compensation cost at December 31, 2021 $ 12.7 Profits Interests In conjunction with entering into the Business Combination Agreement, on June 17, 2021 the Sponsor issued 3,200,000 Profits Interests to Thomas Logan, the Chief Executive Officer of Mirion, 700,000 Profits Interests to Brian Schopfer, the Chief Financial Officer of Mirion, and 4,200,000 Profits Interests to Lawrence Kingsley, the current Chairman of the Board 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 (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) and performance vesting conditions (under which the price per share of Mirion’s Class A common stock price 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. As the Profits Interests included the completion of the Business Combination as a vesting condition, the expense that accumulated prior to the Business Combination was recorded on the last day of the Predecessor Period. Of the Profits Interests, $3.2 million have a performance 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. Based upon a valuation model using Monte Carlo simulations, a fair value price per share of $8.03, $6.83, and $5.74 has been estimated for the $12, $14, and $16 price per share performance vesting conditions, respectively. The fair value of the Profits Interests are estimated based on a valuation model using Monte Carlo simulations, for the $12, $14, and $16 per share performance vesting conditions, with the following assumptions: Cost of equity (1) 8.5 % Risk-free interest rate (2) 0.1 % Expected volatility (3) 30.0 % Expected term (in years) (4) 5 Average fair value of all profits interests $ 6.90 (1) Cost of equity based on a group of comparable entities (2) The risk-free rate is based on an average of U.S. Treasury yields in effect at the time of grant corresponding with the expected term. (3) Expected volatility is based on historical volatilities from a group of comparable entities for a time period similar to that of the expected term and the expected term. (4) Expected term is based on probability and expected timing of market events. No additional Profits Interests have been granted after the June 17, 2021 grant. As of December 31, 2021 there is $41.3 million of unrecognized expense to be recognized over a weighted average period of approximately 2 years. Predecessor Period Prior to the Business Combination, the Company accounted for share-based compensation related to restricted share awards granted to certain employees by recognizing the grant date fair value of the awards over the requisite service period, which is equal to the vesting period. The Company had the option to buy back the unvested awards upon termination of employment at the lesser of the original issuance price paid by employees or the fair value of the shares on the buy-back As of the Closing Date, Mirion TopCo’s board of directors had authorized the issuance of 1,483,795 A Ordinary shares for the fair value at the time of issuance (the “Predecessor Shares”). The Predecessor Shares were issued subject to certain vesting conditions, restrictions on transfer and repurchase rights by Mirion, other employees of the Company or by investors in Mirion. Under the service-vesting conditions, the Predecessor Shares, vested over four years, with one-quarter thirty-six Vesting of all Predecessor Shares was subject to acceleration in the event of certain change of control transactions. The Predecessor Shares had voting rights and participated in dividends and distributions, if declared; however, the holders of the Predecessor Shares forfeited their voting rights upon termination of employment regardless of vesting status. The unvested Predecessor Shares were subject to repurchase at a price equal to the lesser of (i) the fair value at the issuance date or (ii) the fair value of the Predecessor Shares as determined on the repurchase date. The Company determined that this repurchase right was a forfeiture provision and accounted for the Predecessor Shares issued to management as a share-based compensation arrangement, with a requisite service period of 4 years. The fair value of the Predecessor Shares was estimated using the Black-Scholes option-pricing model, with the following assumptions: Predecessor June 30, 2020 June 30, 2019 Dividend yield 0.0 % 0.0 % Risk-free interest rate (1) 0.2 % 2.7 % Expected volatility (2) 55.7 % 25.1 % Expected term (in years) (3) 3 2 Fair value $ 0.37 $ 0.16 (1) The risk-free rate is based on an average of U.S. Treasury yields in effect at the time of grant corresponding with the expected term. (2) Expected volatility is based on historical volatilities from a group of comparable entities for a time period similar to that of the expected term and the expected term. (3) Expected term is based on probability and expected timing of market events. No Predecessor Shares were issued during the fiscal year ended June 30, 2021 or during the Predecessor Stub Period from July 1, 2021 through October 19, 2021. A summary of restricted stock activity within the Company’s equity plans and changes for the years ended June 30, 2021, 2020 and 2019 and the Predecessor Stub Period, is as follows: Shares (in millions) Weighted Average Grant- Date Fair Value Total Fair Value (in millions) Restricted Stock Awards Nonvested 0.4 $ 0.39 $ 0.2 Granted 0.2 0.37 0.1 Vested (0.1 ) 0.27 — Repurchased (0.1 ) 0.57 (0.1 ) Nonvested 0.4 $ 0.41 $ 0.1 Granted — — — Vested (0.2 ) 0.35 (0.1 ) Repurchased — — — Nonvested 0.2 $ 0.27 $ — Granted — — — Vested (0.2 ) 0.27 — Repurchased — — — Nonvested — $ — $ — The Company repurchased from and reissued 144,219 Predecessor Shares to members of the management team during fiscal year ended June 30, 2021. Any forfeited Predecessor Shares of restricted common stock were treated as a cancellation with remaining unrecognized expense for the unvested awards recognized on the date of cancellation. The Company did no Total share-based compensation expense in our consolidated statement of operations and comprehensive loss for fiscal years June 30, 2021, 2020 and 2019 was $0.0 million, $0.2 million, and $0.1 million, respectively. The total value of the Predecessor Shares is amortized as compensation expense ratably over the vesting period of each individual tranche, beginning at the grant date. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. 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 Company. The Founder Shares, are subject to certain vesting and forfeiture conditions and transfer restrictions, as described in more detail below. The Sponsor and its officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) October 20, 2022, (ii) the day following the trading day when the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Sponsor also has certain registration rights with respect to the Founder Shares described below. Pursuant to the Second Amended and Restated Sponsor Agreement, dated as of October 20, 2021, the Founder Shares also became subject to vesting in three equal tranches, based on the volume-weighted average price of the 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. Vesting of the Founder Shares will be accelerated upon certain sale events based on the per share price of the Company’s Class A common stock in such sale event. 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. 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 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 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. The fair value of the Private Placement Warrants at December 31, 2021 was $21.2 million. The Sponsor and GSAH’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Business Combination. 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, 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 Subscription Agreements Concurrently with the execution of the Business Combination Agreement, the Company entered into a Subscription Agreement with GSAM Holdings LLC, pursuant to, and on the terms and subject to the conditions of which, GSAM Holdings LLC subscribed for 20,000,000 PIPE Shares of the Company’s Class A common stock for an aggregate purchase price equal to $200 million, subject to GSAM Holdings LLC’s rights to syndicate prior to the Closing. The PIPE Investment, including the syndication, was consummated substantially concurrently with Closing. Related Party Sponsor Note On November 12, 2020, the Sponsor agreed to loan the Company up to an aggregate of $2 million pursuant to the working capital note (the “Working Capital Note”). Any amounts borrowed under the Working Capital Note were non-interest Underwriting Commission The Company paid an underwriting commission of 2.0% of the gross proceeds of the GSAH’s IPO (or $15 million) to the underwriters at the closing of the IPO, of which $11.3 million was paid to an affiliate of the Sponsor. In addition, deferred underwriting discounts and commissions were paid to the underwriters, at the completion of the Business Combination. The deferred underwriting discounts and commissions of $26.3 million were recorded as a current liability on the balance sheet as of June 30, 2021 by GSAH, of which $19.7 million was payable to an affiliate of the Sponsor. Charterhouse Capital Partners LLP The Company had entered into agreements with its Predecessor Period primary investor, Charterhouse Capital Partners LLP (“CCP”), which obligated the Company to pay quarterly management fees of $0.1 million per year. In return, CCP provided various investment banking services relating to financing arrangements, mergers and acquisitions and other services. During the Predecessor Stub Period ended October 19, 2021, the Company paid CCP $0.1 million and during the fiscal years ended June 30, 2021, and June 30, 2020 and June 30, 2019 the Company paid CCP an aggregate of $0.1 million, and $0.3 million, and $0.2 million, respectively, for professional fees and expense reimbursements. Upon the completion of the Business Combination, the agreement with CCP is complete. Therefore, as of December 31, 2021 the Company had no additional payments for professional fees or expense reimbursements. Receivable from Employees for Purchase of Ordinary Shares As discussed in Note 14, Stock-based Compensation |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 16. Segment Information 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. Prior period information herein has been conformed to the current reportable segment structure. Description of Segments 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 following table summarizes select operating results for each reportable segment. The CODM evaluates operating results and allocates capital resources among segments, in part, based on segment income from operations, which includes revenues of the segment less expenses that are directly related to those revenues, including purchase accounting impacts to revenue and cost of revenues, but excluding certain charges to cost of revenues and selling, general and administrative expenses predominantly related to corporate costs, shared overhead and other non-operational Successor Predecessor (in millions) From October 20, through December 31, From October 19, For June For June For Revenues Medical $ 49.2 $ 60.3 $ 155.7 $ 62.6 $ 42.9 Industrial 104.9 107.7 455.9 415.6 397.2 Consolidated Revenues $ 154.1 $ 168.0 $ 611.6 $ 478.2 $ 440.1 Segment Income from Operations Medical $ (4.3 ) $ 0.7 $ 6.0 $ 13.9 $ 10.2 Industrial 1.1 11.7 81.5 59.6 55.0 Total Segment Income from Operations (3.2 ) 12.4 87.5 73.5 65.2 Corporate and other (19.7 ) (54.0 ) (76.3 ) (50.5 ) (36.4 ) Consolidated Income from Operations $ (22.9 ) $ (41.6 ) $ 11.2 $ 23.0 $ 28.8 Capital Expenditures Medical $ 3.8 $ 6.8 $ 14.2 $ 10.1 $ 8.0 Industrial 2.0 2.7 12.2 11.4 10.4 Total operating and reportable segments 5.8 9.5 26.4 21.5 18.4 Corporate and other 0.3 0.3 — 0.4 0.8 Total Capital Expenditures $ 6.1 $ 9.8 $ 26.4 $ 21.9 $ 19.2 Successor Predecessor (in millions) From October 20, through December 31, From October 19, For June For June For Depreciation and Amortization Medical $ 17.0 $ 13.3 $ 33.3 $ 15.8 $ 15.4 Industrial 20.1 12.4 49.7 52.2 53.7 Total operating and reportable segments 37.1 25.7 83.0 68.0 69.1 Corporate and other 0.2 0.2 0.6 0.4 0.4 Total Depreciation and Amortization $ 37.3 $ 25.9 $ 83.6 $ 68.4 $ 69.5 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 and property, plant, and equipment, net by geographic region. Revenues generated from external customers are attributed to geographic regions through sales from site locations (in millions). Revenues Successor Predecessor From October 20, through December 31, From October 19, For June For June For North America Medical $ 45.3 $ 54.6 $ 138.6 $ 57.5 $ 41.0 Industrial 47.6 53.4 199.4 193.3 188.3 Total North America $ 92.9 $ 108.0 $ 338.0 $ 250.8 $ 229.3 Europe Medical $ 3.9 $ 5.7 $ 17.1 $ 5.2 $ 1.9 Industrial 55.3 52.6 241.5 206.2 194.9 Total Europe $ 59.2 $ 58.3 $ 258.6 $ 211.4 $ 196.8 Asia Pacific Medical $ — $ — $ — $ — $ — Industrial 2.0 1.7 15.0 16.0 14.0 Total Asia Pacific $ 2.0 $ 1.7 $ 15.0 $ 16.0 $ 14.0 Total revenues $ 154.1 $ 168.0 $ 611.6 $ 478.2 $ 440.1 Revenues generated in the United States were $86.7 million from the Successor Period October 20, 2021 through December 31, 2021, and were $100.0 million, $306.3 million, $215.5 million, and $198.3 million from the Predecessor Periods from July 1, 2021 through October 19, 2021 and fiscal years ended June 30, 2021, 2020, and 2019, respectively. Revenues in France were $34.4 million from the Successor Period October 20, 2021 through December 31, 2021 and $35.1 million, $158.8 million, $134.5 million, and $128.0 million from the Predecessor Periods from July 1, 2021 through October 19, 2021 and fiscal years ended June 30, 2021, 2020, and 2019, respectively. No other country generated more than 10% of revenue individually. The following details revenues by timing of recognition (in millions): Revenues Successor Predecessor From October 20, through December 31, From October 19, For June 30. For June 30. For Point in time $ 120.1 $ 123.6 $ 456.6 $ 337.3 $ 331.1 Over time 34.0 44.4 155.0 140.9 109.0 Total revenues $ 154.1 $ 168.0 $ 611.6 $ 478.2 $ 440.1 The following details revenues by product category (in millions): Revenues Successor Predecessor From October 20, 2021 through December 31, From October 19, For Year Ended June 30. 2021 For Year Ended June 30. 2020 For Year Ended Medical segment: Medical $ 49.2 $ 60.3 $ 155.7 $ 62.6 $ 42.9 Industrial segment: Reactor Safety and Control Systems 30.6 34.7 146.8 135.4 133.3 Radiological Search, Measurement, and Analysis Systems 74.3 73.0 309.1 280.2 263.9 Total revenues $ 154.1 $ 168.0 $ 611.6 $ 478.2 $ 440.1 The following details property, plant, and equipment, net by geography (in millions): Property, Plant, and Equipment, Net Successor Predecessor As of As of As of North America $ 77.1 $ 47.5 $ 36.5 Europe 46.7 41.1 38.6 Asia Pacific 0.2 0.2 0.1 Total $ 124.0 $ 88.8 $ 75.2 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 17. 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 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 Level 2 – Level 3 – The following table summarizes the financial assets and liabilities of the Company that are measured at fair value on a recurring basis (in millions): Successor Fair Value Measurements at Level 1 Level 2 Level 3 Assets Cash, cash equivalents, and restricted cash (Note 12) $ 85.3 $ — $ — Discretionary retirement plan (Note 13) 3.7 0.8 — Liabilities Discretionary retirement plan (Note 13) 3.7 0.8 — Public warrants 46.9 — — Private placement warrants — 21.2 — Predecessor Fair Value Measurements at Level 1 Level 2 Level 3 Assets Cash, cash equivalents, and restricted cash (Note 12) $ 102.4 $ — $ — Discretionary retirement plan (Note 13) 3.4 0.8 — Liabilities Discretionary retirement plan (Note 13) 3.4 0.8 — Fair Value Measurements at Level 1 Level 2 Level 3 Assets Cash, cash equivalents, and restricted cash (Note 12) $ 120.0 $ — $ — Discretionary retirement plan (Note 13) 2.4 1.1 — Liabilities Discretionary retirement plan (Note 13) 2.4 1.1 — As of December 31, 2021, the fair value of Public Warrants issued in connection with GSAH’s IPO have been measured based on the listed market price of such Public Warrants, a Level 1 measurement. No Public Warrants or Private Placement Warrants were outstanding as of the June 30, 2021 and June 30, 2020 Predecessor Periods. 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 For the period from October 20, 2021 through December 31, 2021, the Company recognized an unrealized gain resulting from an increase in the fair value of the warrant liabilities of $1.2 million, which is presented in the statements of operations as change in fair value of warrant liabilities. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Loss per Share [Abstract] | |
Loss Per Share | 18. Loss Per Share A reconciliation of the numerator and denominator used in the calculation of basic and diluted loss per common share is as follows (in millions, except per share amounts): Successor Predecessor From October 20, through December 31, From October 19, Fiscal June 30, Fiscal June 30, Fiscal June 30, Net loss attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) shareholders $ (22.2 ) $ (105.7 ) $ (158.3 ) $ (119.1 ) $ (122.0 ) Weighted average common shares outstanding – basic and diluted 180.773 $ 6.685 $ 6.549 $ 6.453 $ 6.300 Net loss per common share attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) — basic and diluted $ (0.12 ) $ (15.81 ) $ (24.18 ) $ (18.45 ) $ (19.36 ) Anti-dilutive employee share-based awards, excluded 0.003 0.200 0.300 0.400 0.500 Net loss per share of common stock is computed using the two-class non-vested if-converted Successor Period Upon the closing of the Business Combination, the following classes of common stock were considered in the loss per share calculation. Class A Common Stock Holders of shares of our Class A common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our Class A common stock do not have cumulative voting rights in the election of directors. Holders of shares of our Class A common stock are entitled to receive dividends when and if declared by our Board 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 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 27,249,979 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. Predecessor Period In the Predecessor Periods presented, the rights, including the liquidation, dividend rights, sharing of losses, and voting rights of Mirion TopCo’s A Ordinary Shares B Ordinary Shares were identical. As the rights of both classes of shares were identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders is therefore the same for A Ordinary Shares and B Ordinary Shares on an individual or combined basis. The Company’s participating securities included the Company’s non-vested non-forfeitable non-vested |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 19. 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 December 31, 2021, the Company has identified restructuring actions which will result in additional charges of approximately $1.9 million, primarily in the next 12 months. The Company’s restructuring expenses are comprised of the following (in millions): Successor From October 20, 2021 through Cost of Selling, and Total Severance and employee costs $ 0.1 $ 0.1 $ 0.2 Other (1) — 1.2 1.2 Total $ 0.1 $ 1.3 $ 1.4 Predecessor From July 1, 2021 through October 19, 2021 Cost of Selling, and Total Severance and employee costs $ — $ 1.1 $ 1.1 Other (1) 0.1 0.3 0.4 Total $ 0.1 $ 1.4 $ 1.5 For the year ended June 30, 2021 (in millions) Cost of Selling, and Total Severance and employee costs $ 2.4 $ 1.6 $ 4.0 Other (1) 0.7 0.8 1.5 Total $ 3.1 $ 2.4 $ 5.5 (1) Includes facilities, inventory write-downs, outside services, and IT costs. The Company does not allocate restructuring charges to segment income; instead, these costs are included in Corporate & other. Restructuring activity and expenses for the fiscal years ended June 30, 2020, and June 30, 2019, were not material. 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 balance sheet (in millions). Predecessor Balance at June 30, 2021 $ 3.1 Restructuring charges 1.5 Payments (2.3 ) Adjustments (0.1 ) Balance at October 19, 2021 $ 2.2 Successor Balance at October 20, 2021 $ — Acquisition of Mirion accrued restructuring 2.2 Restructuring charges 1.4 Payments (1.8 ) Adjustments (0.4 ) Balance at December 31, 2021 $ 1.4 |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 20. 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, 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 At the Closing Date, the Company owned 100% of the voting shares (Class A) of IntermediateCo and approximately 96% of the non-voting non-voting As of December 31, 2021 noncontrolling interest was $90.8 million reflected in the Consolidated Statements of Stockholders’ Equity (Deficit). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events Subsequent events have been evaluated through February 28, 2022. |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business Mirion Technologies, Inc. (“Mirion”, the “Company” or “Successor” 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, 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”). In connection with the Business Combination, stockholders of GSAH elected to redeem 14,628,610 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A common stock”), representing approximately 19.5% of the Company’s issued and outstanding Class A common stock before giving effect to the Business Combination. GSAH was originally incorporated as a Delaware corporation on May 31, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. GSAH units, each of which consisted of one share of Class A common stock and one fourth of one warrant were sold in GSAH’s initial public offering on June 29, 2020. GSAH units, Class A common stock and warrants were listed on the New York Stock Exchange (the “NYSE”) under the symbols, “GSAH.U”, “GSAH” and “GSAH.WS”, respectively. On the Closing Date, GSAH was renamed Mirion Technologies, Inc. Our Class A common stock and warrants are listed on the NYSE under the ticker symbols “MIR” and “MIR WS”, respectively. 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 aggregate business combination consideration (the “Business Combination Consideration”) paid by the Company to the selling shareholders of Mirion TopCo (the “Sellers”) in connection with the consummation of the Business Combination was $1.3 billion in cash, 30,401,902 newly issued shares of Class A common stock and 8,560,540 newly issued shares of the Company’s Class B common stock that have voting rights but no economic interest in the Company, par value $0.0001 per share (the “Class B common stock” and, together with the Class A common stock, the “Common Stock”). |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying Consolidated Financial Statements and Notes to 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”). The Consolidated Financial Statements include the accounts of the Company and its wholly owned and majority-owned or controlled subsidiaries. For consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to noncontrolling interests is reported as “Income (Loss) attributable to noncontrolling interests” in the Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated in consolidation. The Company recognizes a noncontrolling interest for the portion Class B common stock of IntermediateCo that is not attributable to the Company. See Note 20, Noncontrolling Interests. On October 20, 2021, the Board of Directors determined to change Mirion TopCo’s fiscal year end from June 30 of each year to December 31 of each year in order to align Mirion’s fiscal year end with GSAH’s fiscal year end. Predecessor and Successor Reporting The financial statements separate the Company’s presentation into two distinct periods. The period before the Closing Date of the Business Combination (the “Predecessor Period”) depicts the financial statements of Mirion TopCo, and the period after the Closing (the “Successor Period”) depicts the financial statements of the Company, including the consolidation of GSAH with Mirion Technologies, Inc. The Business Combination is being accounted for under ASC 805, Business Combinations. GSAH has been determined to be the accounting acquirer. Mirion Technologies, Inc. constitutes a business in accordance with ASC 805 and the business combination constitutes a change in control. Accordingly, the Business Combination is being accounted for using the acquisition method. Under this method of accounting, Mirion TopCo is treated as the “acquired” company for financial reporting purposes and our net assets are stated at fair value, with goodwill or other intangible assets recorded. Refer to Note 2, Acquisitions As a result of the application of the acquisition method of accounting in the Successor Period, the financial statements for the Successor Period are presented on a full step-up Filing Status Mirion qualified as a large accelerated filer following the end of its fiscal year ended December 31, 2021. Before such time, the Company qualified as an emerging growth company. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements for historical periods with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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, Segments |
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; standalone selling prices for revenue arrangements with multiple elements and estimated progress toward completion for certain revenue contracts; uncertain tax positions and tax valuation allowances and derivative warrant liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all cash on deposit and money market accounts purchased with original maturities of three months or less to be cash and cash equivalents. Cash equivalents primarily consist of amounts held in interest-bearing money market accounts that are readily convertible to cash. The Company maintains cash in bank deposit accounts that, at times, may exceed the insured limits of the local country, which may lead to a concentration of credit risk. Substantially all of the Company’s cash and cash equivalent balances were deposited with financial institutions which management has determined to be high-credit quality institutions. The Company has not experienced any losses in such accounts. |
Restricted Cash | Restricted Cash The Company maintains restricted cash and cash equivalent accounts with various financial institutions to support performance bonds with irrevocable letters of credit for contractual obligations to certain customers. As of December 31, 2021, June 30, 2021, and June 30, 2020 combined current and non-current |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. The allowance for doubtful accounts was $5.4 million, $6.1 million, and $1.9 million as of December 31, 2021, June 30, 2021, and June 30, 2020 respectively. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed using actual costs or standard costs that approximate actual cost, determined on a first-in, first-out in-process |
Deferred Cost of Revenue | Deferred Cost of Revenue Deferred cost of revenue consists of the direct costs associated with production for identified projects for which the revenue has been deferred in accordance with the Company’s revenue recognition policies. Deferred costs are recognized as cost of revenues in the same period that the related revenues are recognized. |
Other Current Assets | Other Current Assets Other current assets are primarily comprised of various prepaid assets including prepaid insurance, short-term marketable securities, and income tax receivables. The prepaid insurance was $5.3 million, $0.8 million, and $0.3 million as of December 31, 2021, June 30, 2021, and June 30, 2020, respectively. The short-term marketable securities were $4.9 million, $4.6 million, and $3.5 million as of December 31, 2021, June 30, 2021, and June 30, 2020, respectively. The income tax receivables were $2.8 million, $3.6 million, and $0.5 million as of December 31, 2021, June 30, 2021, and June 30, 2020, respectively. |
Lease Assets | Lease Assets We adopted the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 842 on July 1, 2021 using the modified retrospective approach and, as a result, did not restate prior periods. The Company leases certain logistics, office, and manufacturing facilities, as well as vehicles, copiers and other equipment. We record our operating lease right of use (“ROU”) assets and liabilities at the commencement date of the lease based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Our leases may include options to extend or terminate the lease. These options to extend are included in the lease term when it is reasonably certain that we will exercise that option. While some leases provide for variable payments, they are not included in the ROU assets and liabilities because they are not based on an index or rate. Variable payments for real estate leases primarily relate to common area maintenance, insurance, taxes and utilities. Variable payments for equipment, vehicles and leases within supply agreements primarily relate to usage, repairs, and maintenance. As the implicit rate is not readily determinable for our leases, we apply a portfolio approach using an estimated incremental borrowing rate to determine the initial present value of lease payments over the lease terms on a collateralized basis over a similar term, which is based on market and company specific information. We use the unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate, and apply the rate based on the currency of the lease, which is updated on a quarterly basis for measurement of new lease liabilities. We have made an accounting policy election to not recognize ROU assets and liability for leases with a term of 12 months or less unless the lease includes an option to renew or purchase the underlying asset that are reasonably certain to be exercised. In addition, the Company has applied the practical expedient to account for the lease and non-lease See Note 9, Leased Assets |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment are carried at cost, net of accumulated depreciation and amortization. Property, plant and equipment acquired through the acquisition of a business are recorded at their estimated fair value at the date of acquisition. Depreciation is computed when an asset is placed into service using the straight-line method over the estimated useful life of the asset. The Company capitalizes costs incurred in the acquisition and development of software for internal use, including the costs of software, materials, consultants, and payroll-related costs of employees incurred in developing internal-use internal-use Estimated useful lives are periodically reviewed and, when appropriate, changes to estimates are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted, and an impairment assessment may be performed on the recoverability of the carrying amounts. Refer to Note 5, Property, Plant and Equipment, net When property, plant equipment is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the balance sheet. Any difference between the net asset value and the proceeds on sale are charged or credited to income. |
Business Combinations | Business Combinations We account for business acquisitions in accordance with ASC 805, “Business Combinations”. This standard requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed in the transaction and establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard prescribe, among other things, the determination of acquisition date fair value of consideration paid in a business combination (including contingent consideration) and the exclusion of transaction and acquisition-related restructuring costs from acquisition accounting. The determination of the fair value of assets acquired and liabilities assumed involves assessments of factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the closing date of the acquisition. For non-observable Results of operations for acquired companies are included in our consolidated results of operations from the date of acquisition. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price paid over the estimated fair value of the net assets acquired and liabilities assumed in the acquisition of a business. Goodwill has an indefinite useful life, and is not amortized, but instead tested for impairment annually during the fiscal year fourth quarter or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value as set forth in ASC 350, “Intangibles — Goodwill and Other.” The Company tests for goodwill impairment at the reporting unit level, which is an operating segment or one level below an operating segment. The amount of goodwill acquired in a business combination that is assigned to one or more reporting units as of the acquisition date is the excess of the purchase price of the acquired businesses (or portion thereof) included in the reporting unit, over the fair value assigned to the individual assets acquired or liabilities assumed from a market participant perspective. Goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the combination even though other assets or liabilities of the acquired entity may not be assigned to that reporting unit. ASC 350 allows an optional qualitative assessment as part of annual impairment testing, prior to a quantitative assessment test, to determine whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. If a qualitative assessment determines an impairment is more likely than not, the Company is required to perform a quantitative impairment test. Otherwise, no further analysis is required. Alternatively, the Company may elect to proceed directly to the quantitative impairment test. In conducting a qualitative assessment, the Company analyzes actual and projected growth trends for net sales and margin for each reporting unit, as well as historical performance versus plan and the results of prior quantitative tests performed. Additionally, the Company assesses factors that may impact its business, including macroeconomic conditions and the related impact, market-related exposures, plans to market for sale all or a portion of the business, competitive changes, new or discontinued product lines, changes in key personnel, and any potential risks to projected financial results. If performed, the quantitative test compares the fair value of a reporting unit with its carrying amount. We determine the fair value of each reporting unit by estimating the present value of expected future cash flows, discounted by the applicable discount rate, and peer company multiples. If the carrying value exceeds the fair value, the Company recognizes an impairment loss in the amount equal to the excess, not to exceed the total amount of goodwill allocated to that reporting unit. Based upon our review and analysis, no impairments were deemed to have occurred during any of the years presented. Refer to Note 7, Goodwill and Intangible Assets, |
Intangible Assets | Intangible Assets Intangible assets relate to the value associated with our developed technology, customer relationships, backlog, and trade names at the time of acquisition through business combinations. The Company determined the fair value of intangible assets acquired through an income approach, using the excess earnings method for customer relationships and backlog. Under the excess earnings method, an intangible asset’s fair value is equal to the present value of the incremental after-tax The customer relationships definite lived intangible assets are amortized using the double declining balance method with estimated useful lives ranging from 6 to 13 years, while all other definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from 5 to 16 years for developed technology and 1 to 10 years for tradenames and other. The Company regularly evaluates the amortization period assigned to each intangible asset to ensure that there have not been any events or circumstances that warrant revised estimates of useful lives. Refer to Note 7, Goodwill and Intangible Assets |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation |
Facility and Equipment Decommissioning Liabilities | Facility and Equipment Decommissioning Liabilities The Company has asset retirement obligations (“ARO”) consisting primarily of equipment and facility decommissioning costs. The estimated fair value of these ARO liabilities is recognized in the period in which the liability is generated and a corresponding increase to the carrying value of the related asset is recorded and depreciated over the useful life of the asset. The Company’s estimates of its ultimate AROs could change because of changes in regulations, the extent of environmental remediation required, the means of reclamation, cost estimates, exit or disposal activities or time period estimates. ARO liabilities totaled $3.1 million, $3.7 million, and $4.0 million at December 31, 2021, June 30, 2021, and June 30, 2020, respectively, and were included in deferred income taxes and other liabilities on the consolidated balance sheets. Accretion expense related to these liabilities was not material for any periods or fiscal years presented. |
Product Warranty | Product Warranty The Company offers warranties against material defects for most of its products for a specified time period, usually twelve to twenty-four months from delivery or acceptance. When the related revenues are recognized, the Company provides for the estimated future costs of warranty obligations in cost of revenues. The accrued warranty costs represent the Company’s best estimate at the time of sale of the total costs that will be incurred to repair or replace product parts that fail while still under warranty. The amount of the accrued estimated warranty cost obligations for established products is based on historical experience as to product failures adjusted for current information on repair costs. For new products, estimates include the historical experience of similar products, as well as a reasonable allowance for warranty expenses associated with the new products. On a quarterly basis, the Company reviews the accrued warranty costs and updates the historical warranty cost trends, if required. |
Revenue Recognition | Revenue Recognition Prior to July 1, 2019, the Company recognized revenue based on ASC 605, when there was persuasive evidence of an arrangement, product delivery had occurred or services had been provided, the sales price was fixed or determinable and collectability was reasonably assured. Beginning on July 1, 2019, the Company recognizes revenue based on ASC 606 as performance obligations are satisfied by transferring control of promised goods or service to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. See “ Recently Adopted Accounting Guidance” ASC 606 The Company recognizes revenue from arrangements that include performance obligations to design, engineer, manufacture, deliver, and install products. The Company identifies a performance obligation for each promise in a contract to transfer a distinct good or service to the customer. As part of its assessment, the Company considers all goods and/or services promised in the contract, regardless of whether they are explicitly stated or implied by customary business practices. The Company’s contracts may contain either a single performance obligation, including the promise to transfer individual goods or services that are not separately distinct within the context of the respective contracts, or multiple performance obligations. For contracts that contain multiple performance obligations, the Company allocates the consideration to which it expects to be entitled to each performance obligation based on relative standalone selling prices and recognizes the related revenue when or as control of each individual performance obligation is transferred to customers. The Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. The Company combines multiple contracts entered into at or around the same time with a customer if the contracts are negotiated as a package with a single commercial objective, the consideration paid under the contracts depends on the price or performance of the other contract, or if the goods or services promised in the contracts are a single performance obligation. Service revenues (service-type warranty, post contract support, installation, and subscription-based services) are recognized over time as the customers receive and consume benefits of such services simultaneously. Assurance-type warranties guarantee that a product complies with agreed-upon specifications and accordingly are not separate performance obligations. A provision for these warranties is recognized in the period during which the associated revenue is recognized. In most cases, installation services represent a separate performance obligation. The customer simultaneously receives and consumes the benefits as the installation services are performed, as other entities could complete the installation at any point during the installation process. When the product and installation service are determined to be a combined performance obligation, revenue is recognized over time as the installation is performed and included in product revenue in the consolidated statement of operations. Variable consideration such as rebates, sales discounts and sales returns are estimated and treated as a reduction of revenue in the same period the related revenue is recognized. These are estimated based on contractual terms, historical practices, and current trends, and are adjusted as new information becomes available. Revenues exclude any taxes that the Company collects from customers and remits to tax authorities. Amounts billed to customer for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products in the period in which revenue is recognized. The Company has elected a practical expedient under ASC 606 that allows for shipping and handling activities that occur after the customer has obtained control of a good to be accounted for as a fulfillment cost. The Company does not adjust the promised amount of consideration for the effects of a significant financing component, if, at contract inception, the Company expects the period between the time when the Company transfers a promised good or service to the customer and the time when the customer pays for that good or service will be one year or less. The Company exercises judgment in determining the timing of revenue by analyzing the point in time or the period over which the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the performance obligation. Typically, over-time revenue recognition is based on the utilization of an input measure used to measure progress, such as costs incurred to date relative to total estimated costs. Changes in total estimated costs are recognized using the cumulative catch-up If a performance obligation does not qualify for over-time revenue recognition, revenue is then recognized at the point-in-time Certain of the Company’s products are sold through distributors and third-party sales representatives under standard agreements whereby distributors purchase products from the Company and resell them to customers. These agreements give distributors the right to sell the Company’s products within certain territories and establish minimum order requirements. These arrangements do not provide stock rotation or price protection rights and do not contain extended payment terms. Rights of return are limited to repair or replacement of delivered products that are defective or fail to meet the Company’s published specifications. Provisions for these warranty costs are recognized in the same period that the related revenue is recorded similar to other assurance-type warranties. 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. Services are provided to the customer via passive dosimeter badges that the Company supplies to customer personnel. Depending on the type of badge utilized, either customers return the used badges to the Company for analysis, or they obtain the analysis directly via a self-service web portal. The Company believes that badge production, badge wearing, badge analysis and report preparation are not individually distinct and therefore a single performance obligation recognized over time. Revenue is recognized ratably over the service period as the service is continuous, and no other discernible pattern of recognition is evident. Many customers pay for these measuring and monitoring services in advance. The amounts are recorded as deferred contract revenue in the consolidated balance sheets and represent customer deposits invoiced in advance for services to be rendered over the service period, net of a reserve for estimated cancellations. Payment terms for shipments to end-users The Company’s costs to obtain contracts are typically comprised of sales commissions. A majority of these costs relate to revenue that is recognized over a period that is less than one year and as such, the Company has elected a practical expedient under ASC 606 to expense these costs as incurred. Remaining Performance Obligations The remaining performance obligations for all open contracts as of December 31, 2021 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 $747.5 million and $715.8 million as of December 31, 2021 and June 30, 2021, respectively. As of December 31, 2021 the Company expects to recognize approximately 45%, 20%, and 17% of the remaining performance obligations as revenue during the fiscal years 2022, 2023 and 2024, respectively. 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 ASC 605 Prior to July 1, 2019, the Company recognized revenue from sales contracts when there was persuasive evidence of an arrangement, product delivery had occurred or services had been provided, the sales price was fixed or determinable and collectability was reasonably assured. For sales contracts that contain customer-specific acceptance provisions, revenue and the related costs were deferred until the customer had indicated successful completion of site acceptance tests or the Company had otherwise determined that all customer-specific acceptance criteria had been met. Where the Company performed detailed factory acceptance testing on completed products, which, in some instances, was sufficiently extensive and reliable to demonstrate that its products meet the customer-specified objective acceptance criteria set forth in the related sales arrangements. In such instances, the Company recognized revenue based on delivery terms and prior to the receipt of notification of formal acceptance from the customer. The Company combined a group of contracts as one project if they are closely related and were in substance, part of a single project with an overall project margin. The Company segmented a contract into several projects when they were of different business substance, for example, with different business negotiation, solutions, implementation plans, and margins. The Company evaluated each deliverable in an arrangement to determine whether they represented separate units of accounting. A deliverable constituted a separate unit of accounting when it had stand-alone value, and for an arrangement that included a general right of return relative to the delivered products or services, when delivery or performance of the undelivered product or service was considered probable and is substantially controlled by the Company. The Company considers a deliverable to have stand-alone value if the product or service is sold separately by the Company or another vendor or could be resold by the customer on a stand-alone basis at an amount that would substantially recover the original purchase price. Further, the revenue arrangements generally do not include a general right of return relative to the delivered products. Where the aforementioned criteria for a separate unit of accounting are not met, the deliverable is combined with the undelivered element(s) and treated as a single unit of accounting for the purposes of allocation of the arrangement consideration and revenue recognition. When a sales arrangement contains multiple units of accounting, the Company allocates the total arrangement consideration to each separable element of an arrangement based upon the relative selling price of each element. Allocation of the consideration is determined at arrangement inception based on each unit’s relative selling price, which is determined based on a selling price hierarchy. The relative selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”) if available, third-party evidence (“TPE”) if VSOE is not available, or estimated selling price if neither VSOE nor TPE is available. The Company then recognizes revenue on each deliverable in accordance with its policies for product and service revenue recognition. The Company is not typically able to determine VSOE or TPE and therefore uses estimated selling prices to allocate revenue between the elements of the arrangement. The Company establishes its best estimate of the selling price considering multiple factors, including, but not limited to, pricing practices in different geographies and through different sales channels, costs and margin objectives, competitive pricing strategies and general market conditions. The Company limits the amount of revenue recognition for delivered elements to the amount that is not contingent on the future delivery of products or services or future performance obligations or subject to customer-specific cancellation rights. For all arrangements, amounts billed to a customer related to shipping and handling are classified as revenue while all costs incurred by the Company for shipping and handling are classified as cost of revenue. Provisions and allowances for discounts to customers, estimated sales returns, service cancellations, and other adjustments are provided for in the same period that the related revenue is recorded. Certain of the Company’s products are sold through distributors and third-party sales representatives under standard agreements whereby distributors purchase products from the Company and resell them to customers. These agreements give distributors the right to sell the Company’s products within certain territories and establish minimum order requirements. These arrangements do not provide stock rotation or price protection rights and do not contain extended payment terms. Rights of return are limited to repair or replacement of delivered products that are defective or fail to meet the Company’s published specifications. Provisions for these warranty costs are recognized in the same period that the related revenue is recorded. Revenue from certain fixed-price contracts that involve customization of equipment to customer specifications is recorded using a percentage-of-completion cost-to-cost on contracts in progress is classified in the consolidated balance sheet as a current asset and included in costs in excess of billings on uncompleted contracts. Amounts billed in excess of revenue earned are classified as a current liability and included in deferred contract revenue. 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. Services are provided to the customer via passive dosimeter badges that the Company supplies to customer personnel. Depending on the type of badge utilized, either customers return the used badges to the Company for analysis, or they obtain the analysis directly via a self-service web portal. The Company believes that badge production, badge wearing, badge analysis and report preparation are all integral to the benefit that the Company provides to its customers and, therefore, the service period is defined as the period over which all of these services are provided. Revenue is recognized on a straight-line basis over the service period as the service is continuous, and no other discernible pattern of recognition is evident. Many customers pay for these measuring and monitoring services in advance. The amounts are recorded as deferred contract revenue in the consolidated balance sheets and represent customer deposits invoiced in advance for services to be rendered over the service period, net of a reserve for estimated cancellations. Pertinent to ASC 606 and 605 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. No customer represented more than 10% of consolidated revenue for any of the periods and fiscal years presented. Contract Balances Revenue earned in excess of billings on contracts in progress (contract assets) are classified in the consolidated balance sheet as a current asset and included in costs in excess of billings on uncompleted contracts. Amounts billed in excess of revenue earned (contract liabilities) are included in deferred contract revenue. For more information, see Note 3, Contracts in Progress |
Selling, General and Administrative | Selling, General, and Administrative The Company’s selling, general and administrative expenses consist of direct and indirect costs related to sales and corporate personnel, facilities, professional services, amortization of intangible assets, share-based compensation, and other operating activities. |
Advertising Costs | Advertising Costs Advertising costs, which the Company expenses when incurred, were approximately $0.4 million, $0.4 million, $0.9 million, $0.9 million, and $0.8 million for the Successor Period from October 20, 2021 through December 31, 2021, the Predecessor Periods from July 1, 2021 through October 19, 2021 and the fiscal years ended June 30, 2021, June 30, 2020, and June 30, 2019 respectively. Trade show costs were approximately $0.5 million, $0.7 million, $0.3 million, $0.6 million, and $0.7 million for the Successor Period from October 20, 2021 through December 31, 2021, the Predecessor Periods from July 1, 2021 through October 19, 2021 and the fiscal years ended June 30, 2021, June 30, 2020, and June 30, 2019 respectively. |
Research and Development | Research and Development Research and development expenses include costs of developing new products and processes, as well as non-project |
Warrant Liability | Warrant Liability As of December 31, 2021, the Company had outstanding warrants to purchase up to 27,249,979 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 non-current Fair Value Measurements |
Derivative Activities | Derivative Activities The Company uses certain derivative financial instruments to help manage its risk or exposure to changes in interest rates in relation to variable rate debt and foreign currency exchange rate fluctuations. The Company records these derivatives at fair value in the balance sheet as either an asset or a liability and any changes in fair value are recognized in earnings as incurred. Prior to July 1, 2017, the Company entered into an interest rate swap cap agreement, which had an initial notional value of $135.0 million, a cap of 2.0% and expired September 2019. In addition, in fiscal 2018, the Company executed an interest rate swap agreement that has a fixed notional value of $205.0 million and expired in March 2020. In March 2020, the Company executed an interest rate cap agreement for a fixed notional value of $542.0 million with a 2% strike price. The agreement was cancelled in November 2021. There was no notional amount for any instruments at December 31, 2021 and June 30, 2021. The Company recorded an aggregate net income (loss) of $0.8 million, and $(0.8) million in interest expense in the consolidated statements of operations for the fiscal year ended June 30, 2020 and 2019, respectively, related to these interest rate agreements. No expense related to these interest rate agreements were recognized for the Successor Period of October 20, 2021 through December 31, 2021 and the Predecessor periods of July 1, 2021 through October 19, 2021 and the year ended June 30, 2021. |
Stock-Based Compensation Awards | Stock-Based Compensation Awards The Company adopted and obtained stockholder approval at its special meeting of the stockholders on October 19, 2021 of the 2021 Omnibus Incentive Plan (the “2021 Plan”). 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. The 2021 Plan is an omnibus plan that may provide these incentives through grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other cash-based awards and other stock-based awards to employees, directors, or consultants of the Company. See Note 14, Stock-based Compensation Stock-based compensation is rewarded 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. During the Successor Period, the Company uses various forms of long-term incentives including, but not limited to Restricted Stock Units (“RSUs”) and Performance-based RSUs (“PSUs”), provided that the issuance of such stock options was contingent upon the Company filing a registration statement on Form S-8 In conjunction with entering into the Business Combination Agreement, on June 17, 2021 the Sponsor issued membership interests to certain Mirion employees and the current Chairman of the Board of Mirion (collectively, the “Profits Interests”). The Profits Interests are subject to service and performance vesting conditions and do not fully vest until all of the applicable conditions are satisfied. In addition, the Profits Interests are subject to certain forfeiture conditions. Accordingly, these awards have been treated as stock based compensation under ASC 718. The grant date fair value of the Profits Interests is based upon a valuation model using Monte Carlo simulations. As the Profits Interests included the completion of the Business Combination as a vesting condition, the expense that accumulated prior to the Business Combination was recorded on the last day of the Predecessor Period and the remainder is recorded over the future vesting period. Prior to the Business Combination, the Company accounted for share-based compensation related to restricted stock awards granted to certain employees by recognizing the grant date fair value of the awards over the requisite service period, which is equal to the vesting period. The Company had the option to buy back the unvested awards upon termination of employment at the lesser of the original issuance price paid by employees or the fair value of the shares on the buy-back For more information see Note 14, Stock-based Compensation |
Accounting for Income Taxes | Accounting for Income Taxes The Company accounts for income taxes and the related accounts under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company classifies all deferred tax assets and liabilities, and any related valuation allowance, as non-current The Company accounts for uncertainty in income taxes using a two-step |
Defined Benefit Pension Plans and Other Employee Benefits | Defined Benefit Pension Plans and Other Employee Benefits The Company has defined benefit pension plans that cover certain of its employees in France, Japan, and Germany. The Company also has a post-retirement plan that provides for the reimbursement of a portion of medical and life insurance premiums for certain retirees and eligible dependents in the United States. Plan liabilities are revalued annually based on assumptions relating to the discount rates used to measure future obligations and expenses, salary-scale inflation rates, mortality and other assumptions. The selection of assumptions is based on historical trends and known economic and market conditions at the time of valuation; however, actual results may differ from the Company’s estimates. |
Foreign Currency Translation | Foreign Currency Translation Local currency is the functional currency for substantially all of the Company’s foreign operations. Assets and liabilities of foreign operations are translated into U.S. dollars using the exchange rates in effect at the balance sheet reporting date, while income and expenses are translated at the average monthly exchange rates during the period. We record gains and losses from the translation of financial statements in foreign currencies into U.S. dollars in other comprehensive income. The income tax effect of currency translation adjustments related to foreign subsidiaries that are not considered indefinitely reinvested is recorded as a component of deferred taxes with an offset to other comprehensive income. We record gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location’s functional currency in the consolidated statements of operations for each period. |
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. 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 December 31, 2021, June 30, 2021, and June 30, 2020, no customer accounted for more than 10% of the accounts receivable balance. |
Loss Per Share | Loss Per Share Net loss per share of common stock is computed using the two-class Net loss per share of common stock is computed using the two-class non-vested if-converted Successor Period Upon the closing of the Business Combination, the following classes of 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 our Board 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. Class B Common Stock Holders of shares of our Class B common stock also hold shares of IntermediateCo Class B common stock on a one-to-one one-for-one 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 shares of IntermediateCo Class B common stock will be entitled to receive distributions pro rata in accordance with the percentages of their respective shares of IntermediateCo Class B common stock. Our shares of Class B common stock are excluded from the calculation of basic and diluted earnings per share because such shares have voting rights but no economic interest in the Company. Warrants As described above, the Company has outstanding warrants to purchase up to 27,249,979 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 but excluded from the calculation of diluted loss per share because their inclusion would be anti-dilutive. Founder Shares Founder shares are shares of Class A common stock subject to certain vesting events and forfeiture 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 the 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 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. Predecessor Period In the Predecessor Periods presented, the rights, including the liquidation, dividend rights, sharing of losses, and voting rights of the A Ordinary Shares and B Ordinary Shares of Mirion TopCo were identical. As the rights of both classes of shares were identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders is therefore the same for A Ordinary Shares and B Ordinary Shares on an individual or combined basis. The Company’s participating securities include the Company’s non-vested non-forfeitable non-vested The rights, including the liquidation, dividend rights, sharing of losses, and voting rights of the A Ordinary Shares and B Ordinary Shares are identical. As the rights of both classes of shares were identical, the undistributed earnings were allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders was therefore the same for A Ordinary Shares and B Ordinary Shares on an individual or combined basis. Basic loss per share is computed by dividing loss available to shareholders by the weighted average number of common shares outstanding, adjusted for the outstanding non-vested if-converted |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Guidance Issued But Not Yet Adopted In March 2020, the FASB issued ASU 2020-04 ”. 2020-04 2020-04 Recently Adopted Accounting Guidance In October 2021, the FASB issued ASU No. 2021-08, ” and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. The guidance will be effective for annual reporting periods beginning after December 15, 2022, including interim periods therein. Early adoption is permitted, including in an interim period for which the financial statements have not been issued. If early adopting in an interim period, the Company is required to apply the amendments to all prior business combinations that have occurred since the beginning of the fiscal year that includes the interim period of application. The Company adopted ASU 2021-08 2021-08 In August 2018, the FASB issued ASU 2018-13, 2018-13 2018-13 In August 2018, the FASB issued ASU 2018-15, 350-40): ” 2018-15 In June 2016, the FASB issued ASU 2016-13, ” available-for-sale In February 2016, the FASB issued ASU 2016-02, right-of-use 2016-02 non-public The Company adopted ASU 2016-02 elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. In addition, the Company did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The Company elected a policy of not applying the recognition requirements to leases with a term of less than twelve months. The Company elected to account for lease and non-lease The Company’s adoption of the standard resulted in the recognition of right-of-use Leased Assets, Borrowings |
Business Combinations and Acq_2
Business Combinations and Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Consideration Transferred by GSAH | The following table summarizes the consideration transferred by GSAH: Cash consideration paid by GSAH $ 1,310.0 Cash repayment of existing Mirion TopCo third-party debt 903.6 Reimbursement of Mirion TopCo transaction costs 11.7 Cash consideration paid by GSAH $ 2,225.3 Shares issued to Mirion TopCo sellers at fair value (1) 407.0 Total consideration transferred $ 2,632.3 (1) A total of 30,401,902 shares of Class A common stock were issued to the Sellers at fair value and recognition of noncontrolling interests for 8,560,540 shares Class B common stock at the Closing. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the provisional total business enterprise value, comprised of the preliminary fair value of net assets acquired for the Business Combination. The estimated fair values of all assets acquired and liabilities assumed in the acquisition are provisional and may be revised as a result of additional information obtained during the measurement period of up to one year from the acquisition date, including but not limited to valuation of tax accounts, property, plant and equipment and intangible assets. Mirion TopCo Date of acquisition October 20, 2021 Segment Medical Industrial Corporate Total Goodwill (1) $ 675.2 $ 963.8 $ — $ 1,639.0 Customer relationships (2) 152.7 186.1 — 338.8 Developed technology (3) 66.3 168.3 — 234.6 Tradenames (4) 36.8 63.7 — 100.5 Distributor relationships (5) 52.5 8.6 — 61.1 Backlog (6) 17.7 63.8 — 81.5 Non-compete 4.5 — — 4.5 Amortizable intangible assets $ 330.5 $ 490.5 $ — $ 821.0 Cash 7.8 39.5 54.6 101.9 Accounts receivable 44.0 70.3 — 114.3 Cost in excess of billings — 63.6 — 63.6 Inventory 25.1 119.5 — 144.6 Property, Plant and Equipment 52.6 72.7 1.1 126.4 Other current and non-current 5.8 13.2 5.3 24.3 Right of use assets 22.3 20.1 0.9 43.3 Other non-current 8.0 9.0 — 17.0 Current liabilities (31.9 ) (82.7 ) (33.7 ) (148.3 ) Current lease liability (4.1 ) (4.4 ) (0.3 ) (8.8 ) Deferred contract revenue (34.7 ) (24.2 ) — (58.9 ) Notes payable assumed (1.8 ) (1.1 ) — (2.9 ) Other long-term liabilities (70.6 ) (147.7 ) (23.8 ) (242.1 ) Minority interest — (2.0 ) (0.1 ) (2.1 ) Net tangible assets acquired $ 22.5 $ 145.8 $ 4.0 $ 172.3 Purchase consideration 2,632.3 Less: cash acquired (101.9 ) GAAP purchase consideration, net of cash acquired $ 2,530.4 (1) The goodwill of $1,639.0 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Mirion TopCo. A portion of the goodwill recognized is expected to be deductible for income tax purposes. The purchase price allocation has not been finalized. We expect to finalize the valuation report and complete the purchase price allocation no later than one-year (2) The useful life for customer relationships ranges from 6 to 13 years. (3) The useful life for developed technology ranges from 5 to 16 years. (4) The useful life for tradenames is 10 years. (5) The useful life for distributor relationships ranges from 7 to 13 years. (6) The useful life for backlog ranges from 1 to 4 years. (7) The useful life for non-compete The following table summarizes the provisional total business enterprise value, comprised of the preliminary fair value of net assets acquired for the CIRS acquisition. The estimated fair values of all assets acquired and liabilities assumed in the acquisition are provisional and may be revised as a result of additional information obtained during the measurement period of up to one year from the acquisition date, including but not limited to valuation of tax accounts, property, plant and equipment and intangible assets. (in millions) CIRS Date of acquisition December 1, 2021 Segment Medical Goodwill $ 35.0 Developed technology (1) 19.2 Customer relationships (2) 1.6 Tradenames (3) 0.4 Backlog (4) 0.6 Amortizable intangible assets $ 21.8 Cash 1.0 Accounts receivable 1.6 Inventory 2.0 Property, Plant and Equipment 0.4 Operating ROU assets 3.8 Current lease liabilities (0.5 ) Other long-term liabilities (10.0 ) Net tangible assets acquired $ (1.7 ) Purchase consideration 55.1 Less: cash acquired (1.0 ) GAAP purchase consideration, net of cash acquired $ 54.1 Acquiree revenue post acquisition through the period ended December 31, 2021 $ 1.5 Acquiree income (loss) from operations post acquisition through the period ended December 31, 2021 $ (0.1 ) (1) The useful life for developed technology is 5 years. (2) The useful life for customer relationships is 7 years. (3) The useful life for tradenames is 3 years. (4) The useful life for backlog is 2 years. The following summarizes the fair value of assets acquired and liabilities assumed for the Biodex and SNC acquisitions during the year ended June 30, 2021 (in millions): Predecessor Biodex SNC Date of acquisition September 1, 2020 December 18, 2020 Segment Medical Medical Goodwill $ 11.1 $ 130.2 Customer relationships (1) 2.3 59.5 Tradenames (2) 1.4 12.0 Non-Compete 0.3 7.5 Developed Technology (4) 2.6 46.5 Amortizable intangible assets $ 6.6 $ 125.5 Cash 4.1 18.8 Accounts receivable 4.0 24.0 Inventory 6.4 13.9 Property, Plant and Equipment 1.0 5.9 Other current and non-current 0.6 8.0 Current liabilities (2.6 ) (9.3 ) Deferred contract revenue (0.2 ) (6.5 ) Other long-term liabilities — (33.6 ) Net tangible assets acquired $ 13.3 $ 21.2 Purchase consideration (5) 31.0 276.9 Less: cash acquired (4.1 ) (18.8 ) GAAP purchase consideration, net of cash acquired $ 26.9 $ 258.1 Acquiree revenue post acquisition through the period ended June 30, 2021 $ 32.6 $ 48.9 Acquiree income (loss) from operations post acquisition through the period ended June 30, 2021 $ 0.7 $ (5.5 ) The following useful lives were used for the initial acquisition and were all reassessed in connection with the Business Combination: (1) The useful life for customer relationships ranges from 10 to 11 years. (2) The useful life for tradenames is 7 years. (3) The useful life for non-compete (4) The useful life for developed technology ranges from 7 to 10 years. (5) Biodex purchase consideration consisted of cash. SNC purchase consideration consisted of $261.9 million cash and $15.0 million of deferred consideration paid in February 2021. |
Schedule of Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information presents the Company’s results of operations for the years ended December 31, 2021 and June 30, 2021 to illustrate the estimated effects of the acquisition of Mirion as if it had occurred on July 1, 2020. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have actually occurred had the acquisition of Mirion had been completed on July 1, 2020. The unaudited pro forma financial information does not reflect the expected realization of any anticipated cost savings, operating efficiencies, or other synergies that may have been associated with the acquisition. (amounts in millions) Successor Predecessor From October 20, 2021 through December 31, 2021 From July 1, 2021 October 19, 2021 Fiscal Total revenues $ 154.1 $ 168.0 $ 611.6 Net income (loss) $ (5.2 ) $ (56.3 ) $ (192.1 ) Net income (loss) attributable to Mirion Technologies, Inc. stockholders $ (3.6 ) $ (54.0 ) $ (184.2 ) (amounts in millions) Years ended June 30, 2021 2020 Total revenues $ 670.9 $ 598.7 Net loss (142.9 ) (239.2 ) Net loss attributable to Mirion TopCo stockholders (127.9 ) (158.3 ) |
Summary of Company's Acquisition Activity | The following briefly describes the Company’s acquisition activity subsequent to the Business Combination and prior to December 31, 2021. Year Ended December 31, Company Name Description of the Business Description of the Acquisition 2021 CIRS Computerized Imaging Reference Systems, Inc. (“CIRS”) is a U.S.-based company which specializes in design, development, and commercialization of tissue equivalent medical imaging and radiation therapy phantoms. On December 1, 2021, the Company acquired 100% of the equity interest for approximately $55.1 million, subject to final closing statement balances. 2021 Safeline Safeline Monitors Systems LLC is a U.S.-based provider of dosimetry services which will increase the U.S. footprint of On December 1, 2021, the Company acquired 100% of the member equity interest for approximately $1.5 million, Year Ended December 31, Company Name Description of the Business Description of the Acquisition Mirion’s industry-leading dosimetry product offerings. which includes a $0.5 million contingent consideration, based on actual revenues from existing customers for 6 months subsequent to the transaction date. 2021 CHP CHP Dosimetry is a U.S.-based provider of dosimetry services which will increase the U.S. footprint of Mirion’s industry-leading dosimetry product offerings. On November 1, 2021, the Company acquired 100% of the assets for approximately $2.5 million, subject to final closing statement balances. The following briefly describes the Company’s acquisition activity prior to the Business Combination for the Predecessor Periods ended October 19, 2021 and fiscal years ended June 30, 2021, 2020, and 2019. Predecessor Periods ended Company Name Description of the Business Description of the Acquisition 2021 Dosimetry Badge Dosimetry Badge is a U.S.-based provider of dosimetry services which will increase the U.S. footprint of Mirion’s industry-leading dosimetry product offerings. On September 1, 2021 the Company acquired 100% of the assets for approximately $1.8 million, which includes a $0.8 million earn-out, Year Ended June 30, Company Name Description of the Business Description of the Acquisition 2021 Sun Nuclear Sun Nuclear Corporation (“SNC” or “Sun Nuclear”) is a provider in radiation oncology quality assurance, delivering patient safety solutions for diagnostic imaging and radiation therapy centers around the world. On December 18, 2020, the Company acquired 100% of the equity interest for approximately $258.1 million of purchase consideration, net of cash acquired. 2021 Dosimetrics Dosimetrics is a provider in the development and production of OSL personal radiation dosimeters and dosimetry solutions, including readers, erasers, software, accessories, and automation systems. On December 1, 2020, the Company acquired 100% of the equity interest for approximately $3.0 million of purchase consideration, net of cash acquired. 2021 Biodex Biodex is a manufacturer and distributor of medical devices and related replacement parts for physical and nuclear medicine, as well as medical imaging applications located in the United States. On September 1, 2020, the Company acquired 100% of the equity interest for approximately $26.9 million of purchase consideration, net of cash acquired. 2020 AWST AWST is a provider of calibration and measurement technologies for radiation medicine applications. On March 31, 2020, the Company acquired 100% of the equity interest for approximately €24.5 million (or $26.9 million) of purchase consideration. 2020 Selmic Selmic is an electronic component manufacturer of sensors, modules, and devices serving in automotive, transportation, medical, security, defense, and telecom industries. On October 31, 2019, the Company acquired 100% of the equity interest for approximately €9.1 million (or $10.2 million) of purchase consideration. Year June 30, Company Name Description of the Business Description of the Acquisition 2020 Premium Analyse Premium Analyse is a provider in the radioactive gas detection market and measurement of tritium. On July 19, 2019, the Company acquired 100% of the equity interest for approximately €7.9 million ($8.9 million) of purchase consideration. 2020 Capintec Capintec is a provider of calibration and measurement technologies for nuclear medicine applications. Capintec provides solutions for applications in nuclear medicine, nuclear cardiology, oncology, endocrinology, diagnostic radiology, and radiation therapy. On July 9, 2019, the Company acquired 100% of the equity interest for approximately $14.5 million of purchase consideration. 2019 NRG Dosimetry Services Group NRG Dosimetry Services Group is a provider of dosimetry services in the Netherlands. On October 31, 2018, the Company acquired 100% of the equity interest for approximately €7.8 million (or $9.1 million) of purchase consideration |
Contracts in Progress (Tables)
Contracts in Progress (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Cost and Billings on Uncompleted Construction Type Long Term Contracts or Programs | Costs and billings on uncompleted construction-type contracts consist of the following (in millions): Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 Costs incurred on contracts (from inception to completion) $ 199.4 $ 185.8 $ 152.5 Estimated earnings 125.5 133.2 108.9 Contracts in progress 324.9 319.0 261.4 Less: billings to date (281.8 ) (261.9 ) (209.8 ) Less: write-offs — (2.7 ) — $ 43.1 $ 54.4 $ 51.6 |
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 balance sheets under the following captions (in millions): Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 Costs and estimated earnings in excess of billings on uncompleted contracts – current $ 56.3 $ 57.2 $ 59.5 Costs and estimated earnings in excess of billings on uncompleted contracts – noncurrent (1) 6.5 8.1 — Billings in excess of costs and estimated earnings on uncompleted contracts – current (2) (17.6 ) (8.0 ) (8.0 ) Billings in excess of costs and estimated earnings on uncompleted contracts – noncurrent (3) (2.1 ) (2.9 ) — $ 43.1 $ 54.4 $ 51.5 (1) Included in other assets within the consolidated balance sheets. (2) Included in deferred contract revenue – current within the consolidated balance sheets. (3) Included in other liabilities within the consolidated balance sheets. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventories [Abstract] | |
Schedule of Inventory | The components of inventories consist of the following (in millions): Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 Raw materials $ 56.8 $ 50.9 $ 40.6 Work in progress 26.6 26.8 16.1 Finished goods 40.2 35.5 33.5 $ 123.6 $ 113.2 $ 90.2 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net consist of the following (in millions): Successor Predecessor Depreciable Lives December 31, 2021 June 30, 2021 June 30, 2020 Land, buildings, and leasehold improvements 3- 39 $ 45.0 $ 44.4 $ 43.9 Machinery and equipment 5 15 26.7 49.6 38.9 Badges 3-5 27.9 38.9 29.4 Furniture, fixtures, computer equipment and other 3-10 16.7 33.6 27.6 Construction in progress — 12.2 13.6 7.3 128.5 180.1 147.1 Less: accumulated depreciation and amortization (4.5 ) (91.3 ) (71.9 ) $ 124.0 $ 88.8 $ 75.2 |
Schedule of Depreciation Expense | Total depreciation expense included in costs of revenues and operating expenses was as follows (in millions): Successor Predecessor December 31, 2021 October 19, 2021 June 30, 2021 June 30, 2020 June 30, 2019 Depreciation expense in: Cost of revenues $ 3.5 $ 3.9 $ 14.0 $ 12.7 $ 11.1 Operating expenses 1.7 2.1 6.8 5.2 5.4 Construction in progress includes capitalized internal use software costs totaling $1.7 million, $3.5 million, and $1.2 million as of December 31, 2021, June 30, 2021, and June 30, 2020 respectively. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities, and Deferred Income Taxes and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities, and Deferred Income Taxes and Other Long-Term Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in millions): Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 Compensation and related benefit costs $ 34.0 $ 38.9 $ 30.3 Customer deposits 8.8 8.1 3.1 Accrued commissions 0.9 1.1 3.7 Accrued warranty costs 5.9 6.3 5.5 Non-income 7.5 5.0 4.9 Pension and other post-retirement obligations 0.3 0.5 0.3 Income taxes payable 3.2 3.1 9.2 Restructuring 1.4 3.1 — Accrued professional fees related to becoming a public company 1.8 8.3 — Deferred and contingent consideration 2.0 — — Other accrued expenses 9.6 9.9 7.1 Total $ 75.4 $ 84.3 $ 64.1 |
Schedule of Deferred Income Taxes and Other Liabilities Noncurrent | Deferred income taxes and other long-term liabilities consist of the following (in millions): Successor Predecessor December 31, June 30, June 30, Deferred income taxes $ 161.0 $ 40.1 $ 33.1 Pension and other post-retirement obligations, non-current 11.7 12.5 12.4 Other long-term liabilities 24.7 24.9 18.0 Total $ 197.4 $ 77.5 $ 63.5 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 and 2020 (in millions): Predecessor Medical Industrial Consolidated Balance—June 30, 2019 $ 96.7 $ 414.9 $ 511.6 Acquisition of Capintec 6.0 — 6.0 Acquisition of Premium Analyse — 4.3 4.3 Acquisition of Selmic — 2.7 2.7 Acquisition of AWST 4.1 — 4.1 Translation adjustment — (6.1 ) (6.1 ) Balance—June 30, 2020 $ 106.8 $ 415.8 $ 522.6 Acquisition of Sun Nuclear 130.2 — 130.2 Acquisition of Biodex 11.1 — 11.1 Acquisition of Dosimetrics 1.6 — 1.6 Translation adjustment (0.2 ) 16.2 16.0 Balance—June 30, 2021 $ 249.5 $ 432.0 $ 681.5 Acquisition of Dosimetry Badge 0.9 — 0.9 Balance—Translation adjustment (0.4 ) (4.6 ) (5.0 ) Balance—October 19, 2021 $ 250.0 $ 427.4 $ 677.4 Successor Medical Industrial Consolidated Balance—October 20, 2021 $ — $ — $ — Acquisition of Mirion 675.2 963.8 1,639.0 Acquisition of CHP Badge 1.5 — 1.5 Acquisition of Safeline 0.8 — 0.8 Acquisition of CIRS 35.0 — 35.0 Translation adjustment — (13.7 ) (13.7 ) Balance—December 31, 2021 $ 712.5 $ 950.1 $ 1,662.6 |
Schedule of Finite-Lived Intangible Assets | A summary of intangible assets useful lives, gross carrying value and related accumulated amortization is below (in millions): Successor December 31, 2021 Original Average Life in Years Gross Carrying Amount Accumulated Amortization Net Book Value Customer relationships 6-13 $ 341.0 $ (15.3 ) $ 325.8 Distributor relationships 7-13 61.0 (1.5 ) 59.5 Developed technology 5-16 251.2 (5.9 ) 245.3 Trade names 3-10 100.0 (2.1 ) 97.9 Backlog and other 1-4 85.7 (7.2 ) 78.4 Total $ 838.9 $ (32.0 ) $ 806.9 Predecessor June 30, 2021 Original Average Life in Years Gross Carrying Amount Accumulated Amortization Net Book Value Customer relationships 6-17 $ 420.4 $ (205.6 ) $ 214.8 Developed technology 3-16 184.5 (104.7 ) 79.8 Trade names 5-9 47.4 (29.5 ) 17.9 Backlog and other 1-9 40.6 (26.8 ) 13.8 Total $ 692.9 $ (366.6 ) $ 326.3 June 30, 2020 Original Average Life in Years Gross Carrying Amount Accumulated Amortization Net Book Value Customer relationships 6-15 $ 358.5 $ (170.5 ) $ 188.0 Developed technology 3-16 130.0 (81.0 ) 49.0 Trade names 5-9 32.9 (22.4 ) 10.5 Backlog and other 1-9 22.8 (22.0 ) 0.8 Total $ 544.2 $ (295.9 ) $ 248.3 |
Schedule of Finite-lived Intangible Assets Amortization Expense | Aggregate amortization expense for intangible assets included in cost of revenues and operating expenses was as follows (in millions): Successor Predecessor From through From Fiscal Year Fiscal Year Fiscal Year Amortization expense for intangible assets in: Cost of revenues $ 5.6 $ 6.6 $ 20.9 $ 17.9 $ 18.4 Operating expenses $ 26.4 $ 13.1 $ 41.9 $ 32.7 $ 34.5 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Future annual amortization expense at current exchange rates is as follows (in millions): Fiscal year ending December 31: 2022 $ 142.9 2023 126.9 2024 112.5 2025 90.4 2026 83.3 2027 and thereafter 250.9 Total $ 806.9 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Borrowings [Abstract] | |
Schedule of Third Party Notes Payable | Third-party notes payable consist of the following (in millions): Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 2021 Credit Agreement $ 828.3 $ — $ — 2019 Credit Facility – first lien term loan — 906.4 682.1 NRG Loan — — 5.8 JLG Note Payable — 0.3 0.2 Canadian Financial Institution 1.2 1.2 1.2 Other 2.3 0.8 — Draw on revolving line of credit — — 35.0 Total third-party borrowings 831.8 908.7 724.3 Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 Less: notes payable to third-parties, current $ (3.9 ) $ (6.4 ) $ (41.1 ) Less: deferred financing costs (21.1 ) (16.6 ) (13.4 ) Notes payable to third-parties, non-current $ 806.8 $ 885.7 $ 669.8 |
Schedule of Contractual Principal Payments | At December 31, 2021, contractual principal payments of total third-party borrowings are as follows (in millions): Fiscal year ending December 31: 2022 $ 7.1 2023 8.4 2024 8.3 2025 8.2 2026 9.6 Thereafter 790.2 Gross Payments 831.8 Unamortized debt issuance costs (21.1 ) Total third-party borrowings, net of debt issuance costs $ 810.7 |
Schedule of Notes Payable to Related Parties | Notes payable to related parties consists of the following (in millions): Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 Shareholder Notes $ — $ 1,166.8 $ 983.7 Management Notes — 3.7 3.4 Notes payable to related parties $ — $ 1,170.5 $ 987.1 |
Leased Assets (Tables)
Leased Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 consolidated sheets Successor Balance Sheet Line Item December 31, 2021 Operating Lease assets Operating Lease assets $ 45.7 Financing Lease assets Other Assets $ 0.9 Operating lease liabilities: Current operating lease liabilities Current operating lease liabilities $ 9.3 Noncurrent operating lease liabilities Operating lease liability, non-current 40.6 Total operating lease liabilities: $ 49.9 Successor Balance Sheet Line Item December 31, 2021 Financing lease liabilities: Current financing lease liabilities Accrued expenses and other current liabilities $ 0.6 Noncurrent financing lease Deferred income taxes and other long-term liabilities 0.3 Total financing lease liabilities: $ 0.9 |
Schedule of Weighted Average Lease Term and Discount Rate for Operating Lease | The Company’s weighted average remaining lease term and weighted average discount rate for operating leases as of December 31, 2021 are: Successor December 31, 2021 Operating leases Weighted average remaining lease term (in years) 7.5 Weighted average discount rate 4.19 % |
Schedule of Undiscounted Future Minimum Lease Payments | The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable Fiscal year ending December 31: 2022 $ 10.8 2023 9.4 2024 8.1 2025 6.4 2026 5.0 2027 and thereafter 18.5 Total undiscounted future minimum lease payments $ 58.2 Less: Imputed interest (8.3 ) Total lease liabilities $ 49.9 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Unconditional Purchase Obligations | Unconditional purchase obligations are as follows (in millions): Fiscal year ending December 31: 2023 $ 12.5 2024 4.7 2025 2.5 2026 1.1 2027 0.4 2028 and thereafter 0.3 Total $ 21.5 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Tax Domestic and Foreign Current and Deferred Portions of Income Tax Benefits | The domestic and foreign components of (loss) before provision for income taxes and the provision for income taxes were as follows (in millions): Successor From October 20, 2021 through December 31, 2021 United States $ (26.8 ) Foreign (3.0 ) Net loss before benefit from income taxes $ (29.8 ) Income tax provision (benefit): Current: Federal $ — State and local 0.8 Foreign 3.8 Total current provision $ 4.6 Deferred: Federal $ (5.4 ) State and local (1.2 ) Foreign (4.8 ) Total deferred benefit $ (11.4 ) Total benefit from income taxes $ (6.8 ) Predecessor From July 1, 2021 through October 19, 2021 Fiscal Year Ended June 30, 2021 Fiscal Year Ended June 30, 2020 Fiscal Year Ended June 30, 2019 United Kingdom $ (41.2 ) $ (125.3 ) $ (118.2 ) $ (96.3 ) United States (61.2 ) (53.8 ) (24.5 ) (42.0 ) Other foreign (8.9 ) 14.8 18.1 12.1 Net loss before benefit from income taxes $ (111.3 ) $ (164.3 ) $ (124.6 ) $ (126.2 ) Income tax provision (benefit): Current: United Kingdom 0.1 0.3 0.6 1.1 United States 1.4 2.4 (6.2 ) 1.9 Other foreign 2.0 9.4 16.1 9.6 Total current provision $ 3.5 $ 12.1 $ 10.5 $ 12.6 Deferred: United Kingdom — — (0.4 ) (0.3 ) United States (7.0 ) (15.5 ) 1.3 (7.2 ) Other foreign (2.1 ) (2.5 ) (16.9 ) (9.3 ) Total deferred benefit $ (9.1 ) $ (18.0 ) $ (16.0 ) $ (16.8 ) Total benefit from income taxes $ (5.6 ) $ (5.9 ) $ (5.5 ) $ (4.2 ) |
Schedule of Effective Income Tax Rate Reconciliation | The provision (benefit) for income taxes differs from the amount computed by applying the U.S. Federal statutory income tax rate to loss before provision for income taxes as follows: Successor From October 20, 2021 through December 31, 2021 Income tax at U.S. Federal statutory rate 21 % State and local taxes, net of federal impact 2 % Foreign tax rate differential — % Change in valuation allowance 3 % Stock-based compensation expense (4 )% Warrant liability change in fair value 1 % Other — % Total effective income tax rate 23 % The provision (benefit) for income taxes differs from the amount computed by applying the U.K. statutory income tax rate to loss before provision for income taxes as follows: Predecessor From July 1, 2021 through October 19, 2021 Fiscal Year Ended June 30, 2021 Fiscal Year Ended June 30, 2020 Fiscal Year Ended June 30, 2019 Income tax at U.K. statutory rate 19 % 19 % 19 % 19 % Subpart F & GILTI — % (1 )% (2 )% (4 )% Foreign taxes, including U.S. 1 % (1 )% 1 % 3 % Transaction costs (3 )% — % — % — % Change in valuation allowance (2 )% 4 % (8 )% 1 % Unrecognized tax benefits (1 )% (1 )% 11 % — % Nondeductible interest expense (7 )% (14 )% (17 )% (14 )% Stock-based compensation expense (2 )% — % — % — % Other — % — % — % (2 )% Total effective income tax rate 5 % 4 % 4 % 3 % |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s net deferred tax assets and liabilities consist of the following (in millions): Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 Deferred tax assets: Net operating loss carryforwards $ 24.5 $ 29.2 $ 29.2 Federal and state credit carryforwards 13.9 14.3 16.4 Property, plant and equipment 0.6 0.6 2.6 Deferred and other revenue differences 8.6 4.0 — Interest carryforwards 12.1 11.2 4.9 Other reserves and accrued expenses 15.4 15.0 9.0 Lease liabilities 12.5 — — Other assets 2.2 3.7 4.7 Total deferred tax assets 89.8 78.0 66.8 Less: valuation allowance (20.7 ) (29.1 ) (29.0 ) $ 69.1 $ 48.9 $ 37.8 Successor Predecessor December 31, 2021 June 30, 2021 June 30, 2020 Deferred tax liabilities: Purchased technologies and other intangibles $ (192.1 ) $ (75.0 ) $ (58.2 ) Deferred and other revenue differences (7.5 ) (8.1 ) (0.8 ) Property, plant and equipment (11.9 ) (3.9 ) (3.0 ) Lease right of use assets (11.4 ) — — Other liabilities (1.4 ) (1.8 ) (4.1 ) Total deferred tax liabilities (224.3 ) (88.8 ) (66.1 ) Net deferred tax liabilities $ (155.2 ) $ (39.9 ) $ (28.3 ) |
Summary of Valuation Allowance | Successor Predecessor From October 20, December 31, From July 1, October 19, Fiscal June 30, Fiscal June 30, Valuation allowance balance – beginning of period $ 1.0 $ 29.1 $ 29.0 $ 18.7 Increases/(decreases) resulting from the Mirion Business Combination 19.7 — — — Increases resulting from other business combinations — — 0.5 0.3 Other increases — 1.6 8.6 10.0 Other decreases $ — $ — $ (9.0 ) $ — Valuation allowance balance – end of period $ 20.7 $ 30.7 $ 29.1 $ 29.0 |
Summary of Income Tax Contingencies | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): Successor Predecessor From October 20, December 31, From July 1, October 19, Fiscal June 30, Fiscal June 30, Balance, beginning of period $ — $ 5.0 $ 0.8 $ 13.9 Increases resulting from the Mirion Business Combination 6.5 — — — Current year additions to positions 0.1 1.5 2.6 — Additions from other business combinations 0.2 — 1.7 — Lapse of applicable statute of limitations — — (0.1 ) (13.1 ) Reductions to prior year positions (0.2 ) — — — Foreign currency translation adjustments — — — — Balance, end of period $ 6.6 $ 6.5 $ 5.0 $ 0.8 |
Schedule of Open Tax Years by Major Jurisdictions | In many cases, the Company’s uncertain tax positions are related to tax years that remain subject to examination by tax authorities. The following describes open tax years by major tax jurisdictions as of December 31, 2021: Years Open Jurisdiction: Canada 2015 – 2021 France 2019 – 2021 Germany 2016 – 2021 United Kingdom 2016 – 2021 United States—Federal 2016 – 2021 United States—State 2004 – 2021 |
Supplemental Disclosures to C_2
Supplemental Disclosures to Consolidated Statements of Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental cash flow information and schedules of non-cash Successor Predecessor From October 20, through December 31, From October 19, Fiscal June 30, Fiscal June 30, Fiscal June 30, Cash Paid For: Cash paid for interest $ 5.5 $ 10.0 $ 37.4 $ 39.2 $ 39.2 Cash paid for income taxes $ 2.9 $ 4.3 $ 19.3 $ 10.6 $ 11.3 Non-Cash Contingent consideration from acquisitions $ 0.5 $ 0.8 $ — $ — $ — Property, plant, and equipment purchases in accounts payable $ 0.1 $ (1.8 ) $ 3.2 $ 2.0 $ 2.7 Acquisition purchases in accrued expense and other liabilities $ — $ 0.1 $ 2.1 $ 2.8 $ — Accounts payable converted to note payable to third parties $ — $ — $ — $ — $ 0.2 Common Shares issued to Mirion Sellers in Mirion Business Combination $ 420.7 $ — $ — — — The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balances sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flow (in millions). Successor Predecessor From October 20, through December 31, From October 19, Fiscal June 30, Fiscal June 30, Fiscal June 30, Cash and cash equivalents $ 84.0 $ 101.8 $ 101.1 $ 118.4 $ 35.8 Restricted cash—current 0.6 0.8 0.8 1.1 1.4 Restricted cash—non-current 0.7 0.5 0.5 0.5 0.4 Total cash, cash equivalents, and restricted cash shown in the statements of cash flow $ 85.3 $ 103.1 $ 102.4 $ 120.0 $ 37.6 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Plan Pool of Shares | As of December 31, 2021, the pool of shares in the 2021 Plan is summarized as follows: Maximum allowed for issuance 19,952,329 Awards granted 1,238,683 Awards forfeited — Available for future awards 18,713,646 Awards vested — |
Schedule of Stock-based Compensation Plans | The table below summarizes certain data for our stock-based compensation plans (in millions): Successor Predecessor From October 20, 2021 through December 31, 2021 From October 19, 2021 Stock-based compensation expense (1) $ 5.3 $ 9.3 Tax (expense) benefit for stock-based compensation (2) $ — $ — (1) Includes expense related to Profits Interests for the periods presented. Stock based compensation expense related to RSUs, PSUs and Director RSUs was immaterial for the periods presented (2) Tax (expense) benefit was zero related to Profits Interests expense |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of the PSUs is determined using a Monte Carlo simulation model determined on the grant date with the following assumptions: MIR Stock Price $ 10.70 Expected volatility (1) 41.12 % Risk-free interest rate (2) 0.98 % Dividend yield 0.00 % Fair value $ 7.91 (1) Expected volatility is based on historical volatilities from a group of comparable entities for a time period similar to that of the expected term. (2) The risk-free rate is based on an average of U.S. Treasury yields in effect at the time of grant corresponding with the expected term. Cost of equity (1) 8.5 % Risk-free interest rate (2) 0.1 % Expected volatility (3) 30.0 % Expected term (in years) (4) 5 Average fair value of all profits interests $ 6.90 (1) Cost of equity based on a group of comparable entities (2) The risk-free rate is based on an average of U.S. Treasury yields in effect at the time of grant corresponding with the expected term. Predecessor June 30, 2020 June 30, 2019 Dividend yield 0.0 % 0.0 % Risk-free interest rate (1) 0.2 % 2.7 % Expected volatility (2) 55.7 % 25.1 % Expected term (in years) (3) 3 2 Fair value $ 0.37 $ 0.16 (1) The risk-free rate is based on an average of U.S. Treasury yields in effect at the time of grant corresponding with the expected term. (2) Expected volatility is based on historical volatilities from a group of comparable entities for a time period similar to that of the expected term and the expected term. (3) Expected term is based on probability and expected timing of market events. |
Activity of RSUs, PSUs, and Director RSUs | Activity of our RSUs, PSUs and Director RSUs is as follows: RSUs PSUs Director RSUs Quantity Weighted Quantity Weighted Quantity Weighted Beginning balance at Business Combination — $ — — $ — — $ — Awards granted 974,775 $ 10.48 229,006 $ 9.20 34,902 $ 10.48 Awards vested — $ — — $ — — $ — Awards forfeited — $ — — $ — — $ — Total awards outstanding at December 31, 2021 974,775 $ 10.48 229,006 $ 9.20 34,902 $ 10.48 |
Schedule of Unrecognized Compensation Cost | Unrecognized compensation cost and weighted average periods remaining for non-vested Successor From October 20, 2021 Weighted average non-vested Unrecognized compensation cost RSUs $ 10.2 4 years PSUs 2.1 3 years Director RSUs 0.4 4 months Total unrecognized compensation cost at December 31, 2021 $ 12.7 |
Share-based Payment Arrangement, Activity | A summary of restricted stock activity within the Company’s equity plans and changes for the years ended June 30, 2021, 2020 and 2019 and the Predecessor Stub Period, is as follows: Shares (in millions) Weighted Average Grant- Date Fair Value Total Fair Value (in millions) Restricted Stock Awards Nonvested 0.4 $ 0.39 $ 0.2 Granted 0.2 0.37 0.1 Vested (0.1 ) 0.27 — Repurchased (0.1 ) 0.57 (0.1 ) Nonvested 0.4 $ 0.41 $ 0.1 Granted — — — Vested (0.2 ) 0.35 (0.1 ) Repurchased — — — Nonvested 0.2 $ 0.27 $ — Granted — — — Vested (0.2 ) 0.27 — Repurchased — — — Nonvested — $ — $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table summarizes select operating results for each reportable segment. The CODM evaluates operating results and allocates capital resources among segments, in part, based on segment income from operations, which includes revenues of the segment less expenses that are directly related to those revenues, including purchase accounting impacts to revenue and cost of revenues, but excluding certain charges to cost of revenues and selling, general and administrative expenses predominantly related to corporate costs, shared overhead and other non-operational Successor Predecessor (in millions) From October 20, through December 31, From October 19, For June For June For Revenues Medical $ 49.2 $ 60.3 $ 155.7 $ 62.6 $ 42.9 Industrial 104.9 107.7 455.9 415.6 397.2 Consolidated Revenues $ 154.1 $ 168.0 $ 611.6 $ 478.2 $ 440.1 Segment Income from Operations Medical $ (4.3 ) $ 0.7 $ 6.0 $ 13.9 $ 10.2 Industrial 1.1 11.7 81.5 59.6 55.0 Total Segment Income from Operations (3.2 ) 12.4 87.5 73.5 65.2 Corporate and other (19.7 ) (54.0 ) (76.3 ) (50.5 ) (36.4 ) Consolidated Income from Operations $ (22.9 ) $ (41.6 ) $ 11.2 $ 23.0 $ 28.8 Capital Expenditures Medical $ 3.8 $ 6.8 $ 14.2 $ 10.1 $ 8.0 Industrial 2.0 2.7 12.2 11.4 10.4 Total operating and reportable segments 5.8 9.5 26.4 21.5 18.4 Corporate and other 0.3 0.3 — 0.4 0.8 Total Capital Expenditures $ 6.1 $ 9.8 $ 26.4 $ 21.9 $ 19.2 Successor Predecessor (in millions) From October 20, through December 31, From October 19, For June For June For Depreciation and Amortization Medical $ 17.0 $ 13.3 $ 33.3 $ 15.8 $ 15.4 Industrial 20.1 12.4 49.7 52.2 53.7 Total operating and reportable segments 37.1 25.7 83.0 68.0 69.1 Corporate and other 0.2 0.2 0.6 0.4 0.4 Total Depreciation and Amortization $ 37.3 $ 25.9 $ 83.6 $ 68.4 $ 69.5 |
Revenue from External Customers by Geographic Areas | The following details revenues and property, plant, and equipment, net by geographic region. Revenues generated from external customers are attributed to geographic regions through sales from site locations (in millions). Revenues Successor Predecessor From October 20, through December 31, From October 19, For June For June For North America Medical $ 45.3 $ 54.6 $ 138.6 $ 57.5 $ 41.0 Industrial 47.6 53.4 199.4 193.3 188.3 Total North America $ 92.9 $ 108.0 $ 338.0 $ 250.8 $ 229.3 Europe Medical $ 3.9 $ 5.7 $ 17.1 $ 5.2 $ 1.9 Industrial 55.3 52.6 241.5 206.2 194.9 Total Europe $ 59.2 $ 58.3 $ 258.6 $ 211.4 $ 196.8 Asia Pacific Medical $ — $ — $ — $ — $ — Industrial 2.0 1.7 15.0 16.0 14.0 Total Asia Pacific $ 2.0 $ 1.7 $ 15.0 $ 16.0 $ 14.0 Total revenues $ 154.1 $ 168.0 $ 611.6 $ 478.2 $ 440.1 |
Schedule of Revenue by Timing of Recognition | The following details revenues by timing of recognition (in millions): Revenues Successor Predecessor From October 20, through December 31, From October 19, For June 30. For June 30. For Point in time $ 120.1 $ 123.6 $ 456.6 $ 337.3 $ 331.1 Over time 34.0 44.4 155.0 140.9 109.0 Total revenues $ 154.1 $ 168.0 $ 611.6 $ 478.2 $ 440.1 |
Revenue from External Customers by Products and Services | The following details revenues by product category (in millions): Revenues Successor Predecessor From October 20, 2021 through December 31, From October 19, For Year Ended June 30. 2021 For Year Ended June 30. 2020 For Year Ended Medical segment: Medical $ 49.2 $ 60.3 $ 155.7 $ 62.6 $ 42.9 Industrial segment: Reactor Safety and Control Systems 30.6 34.7 146.8 135.4 133.3 Radiological Search, Measurement, and Analysis Systems 74.3 73.0 309.1 280.2 263.9 Total revenues $ 154.1 $ 168.0 $ 611.6 $ 478.2 $ 440.1 |
Schedule of Property, Plant, and Equipment by Geographical Areas | The following details property, plant, and equipment, net by geography (in millions): Property, Plant, and Equipment, Net Successor Predecessor As of As of As of North America $ 77.1 $ 47.5 $ 36.5 Europe 46.7 41.1 38.6 Asia Pacific 0.2 0.2 0.1 Total $ 124.0 $ 88.8 $ 75.2 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value | The following table summarizes the financial assets and liabilities of the Company that are measured at fair value on a recurring basis (in millions): Successor Fair Value Measurements at Level 1 Level 2 Level 3 Assets Cash, cash equivalents, and restricted cash (Note 12) $ 85.3 $ — $ — Discretionary retirement plan (Note 13) 3.7 0.8 — Liabilities Discretionary retirement plan (Note 13) 3.7 0.8 — Public warrants 46.9 — — Private placement warrants — 21.2 — Predecessor Fair Value Measurements at Level 1 Level 2 Level 3 Assets Cash, cash equivalents, and restricted cash (Note 12) $ 102.4 $ — $ — Discretionary retirement plan (Note 13) 3.4 0.8 — Liabilities Discretionary retirement plan (Note 13) 3.4 0.8 — Fair Value Measurements at Level 1 Level 2 Level 3 Assets Cash, cash equivalents, and restricted cash (Note 12) $ 120.0 $ — $ — Discretionary retirement plan (Note 13) 2.4 1.1 — Liabilities Discretionary retirement plan (Note 13) 2.4 1.1 — |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Loss per Share [Abstract] | |
Reconciliation of Numerator and Denominator | A reconciliation of the numerator and denominator used in the calculation of basic and diluted loss per common share is as follows (in millions, except per share amounts): Successor Predecessor From October 20, through December 31, From October 19, Fiscal June 30, Fiscal June 30, Fiscal June 30, Net loss attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) shareholders $ (22.2 ) $ (105.7 ) $ (158.3 ) $ (119.1 ) $ (122.0 ) Weighted average common shares outstanding – basic and diluted 180.773 $ 6.685 $ 6.549 $ 6.453 $ 6.300 Net loss per common share attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) — basic and diluted $ (0.12 ) $ (15.81 ) $ (24.18 ) $ (18.45 ) $ (19.36 ) Anti-dilutive employee share-based awards, excluded 0.003 0.200 0.300 0.400 0.500 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The Company’s restructuring expenses are comprised of the following (in millions): Successor From October 20, 2021 through Cost of Selling, and Total Severance and employee costs $ 0.1 $ 0.1 $ 0.2 Other (1) — 1.2 1.2 Total $ 0.1 $ 1.3 $ 1.4 Predecessor From July 1, 2021 through October 19, 2021 Cost of Selling, and Total Severance and employee costs $ — $ 1.1 $ 1.1 Other (1) 0.1 0.3 0.4 Total $ 0.1 $ 1.4 $ 1.5 For the year ended June 30, 2021 (in millions) Cost of Selling, and Total Severance and employee costs $ 2.4 $ 1.6 $ 4.0 Other (1) 0.7 0.8 1.5 Total $ 3.1 $ 2.4 $ 5.5 (1) Includes facilities, inventory write-downs, outside services, and IT costs. |
Schedule of Restructuring and Related Costs | The following table summarizes the changes in the Company’s accrued restructuring balance, which are included in Accrued expenses and other current liabilities in the accompanying balance sheet (in millions). Predecessor Balance at June 30, 2021 $ 3.1 Restructuring charges 1.5 Payments (2.3 ) Adjustments (0.1 ) Balance at October 19, 2021 $ 2.2 Successor Balance at October 20, 2021 $ — Acquisition of Mirion accrued restructuring 2.2 Restructuring charges 1.4 Payments (1.8 ) Adjustments (0.4 ) Balance at December 31, 2021 $ 1.4 |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Millions | Oct. 20, 2021USD ($)$ / sharesshares | Jan. 07, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Oct. 19, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)SEGMENT$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)Segment$ / sharesshares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | Jul. 01, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2018USD ($) | Jan. 07, 2017USD ($) |
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Number of reportable segments | 2 | 2 | |||||||||||||||||
Number of operating segments | SEGMENT | 2 | ||||||||||||||||||
Payments to acquire businesses gross | $ 1,300 | ||||||||||||||||||
Restricted cash | $ 1.3 | $ 1.3 | $ 1.3 | $ 1.3 | $ 1.3 | $ 1.3 | $ 1.3 | $ 1.6 | |||||||||||
Allowance for doubtful accounts | 5.4 | 5.4 | 5.4 | 5.4 | 5.4 | 5.4 | 6.1 | 1.9 | |||||||||||
Prepaid insurance | 5.3 | 5.3 | 5.3 | 5.3 | 5.3 | 5.3 | 0.8 | 0.3 | |||||||||||
Short-term marketable securities | 4.9 | 4.9 | 4.9 | 4.9 | 4.9 | 4.9 | 4.6 | 3.5 | |||||||||||
Income taxes receivable | 2.8 | 2.8 | 2.8 | 2.8 | 2.8 | 2.8 | 3.6 | 0.5 | |||||||||||
Impairment | 0 | 0 | $ 0 | ||||||||||||||||
Remaining performance obligations | 747.5 | $ 747.5 | $ 747.5 | $ 747.5 | $ 747.5 | $ 747.5 | 715.8 | ||||||||||||
Advertising expense | 0.4 | $ 0.4 | 0.9 | 0.9 | 0.8 | ||||||||||||||
Trade show, cost | $ 0.5 | 0.7 | 0.3 | 0.6 | 0.7 | ||||||||||||||
Class of warrant or right outstanding (in shares) | shares | 18,750,000 | 18,750,000 | 18,750,000 | 18,750,000 | 18,750,000 | 18,750,000 | |||||||||||||
Percentage of tax benefit realized upon settlement | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | |||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||||||||||||
Operating ROU assets | $ 47.2 | $ 45.7 | $ 45.7 | $ 45.7 | $ 45.7 | $ 45.7 | $ 45.7 | 0 | 0 | ||||||||||
Operating lease, liability | 49.9 | 49.9 | $ 49.9 | 49.9 | $ 49.9 | 49.9 | $ 52.1 | ||||||||||||
Accumulated Deficit | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Impairment loss on lease adoption | $ 2.9 | ||||||||||||||||||
Share-based Payment Arrangement, Tranche One | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Weighted average grant-date fair value, granted (dollars per share) | $ / shares | $ 12 | ||||||||||||||||||
Share-based Payment Arrangement, Tranche Two | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Weighted average grant-date fair value, granted (dollars per share) | $ / shares | 14 | ||||||||||||||||||
Share-based Payment Arrangement, Tranche Three | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Weighted average grant-date fair value, granted (dollars per share) | $ / shares | $ 16 | ||||||||||||||||||
Interest Rate Swap Cap Agreement | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Notional value | $ 542 | $ 205 | $ 135 | ||||||||||||||||
Interest rate cap | 2.00% | ||||||||||||||||||
Derivatives, strike price, percentage | 2.00% | ||||||||||||||||||
Interest expense | 0 | $ 0 | $ 0 | $ 0.8 | $ 0.8 | ||||||||||||||
Revenue Benchmark | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Percentage of concentration risk | 10.00% | 10.00% | |||||||||||||||||
Revenue Benchmark | Revenue from Rights Concentration Risk | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Percentage of concentration risk | 10.00% | ||||||||||||||||||
Accounts Receivable | Revenue from Rights Concentration Risk | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Percentage of concentration risk | 10.00% | 10.00% | 10.00% | ||||||||||||||||
Forecast | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Revenue from remaining performance obligation (as a percent) | 17.00% | 20.00% | 45.00% | ||||||||||||||||
Deferred income taxes and other liabilities | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Asset retirement obligation | $ 3.1 | $ 3.1 | $ 3.1 | $ 3.1 | $ 3.1 | $ 3.1 | $ 3.7 | $ 4 | |||||||||||
Minimum | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Payment terms for distributor shipments | 30 days | ||||||||||||||||||
Minimum | Customer-Related Intangible Assets | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Useful life | 6 years | ||||||||||||||||||
Minimum | Developed technology | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Useful life | 5 years | ||||||||||||||||||
Minimum | Trade names | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Useful life | 1 year | ||||||||||||||||||
Maximum | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Payment terms for distributor shipments | 90 days | ||||||||||||||||||
Maximum | Customer-Related Intangible Assets | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Useful life | 13 years | ||||||||||||||||||
Maximum | Developed technology | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Useful life | 16 years | ||||||||||||||||||
Maximum | Trade names | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Useful life | 10 years | ||||||||||||||||||
Intermediate Co | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Payments to acquire businesses gross | $ 1,300 | ||||||||||||||||||
Class A Common Stock | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Recognition of shares previously subject to redemption (in shares) | shares | 14,628,610 | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Percentage of common stock outstanding shares redeemed during period | 19.50% | ||||||||||||||||||
Class of warrant or right outstanding (in shares) | shares | 27,249,979 | 27,249,979 | 27,249,979 | 27,249,979 | 27,249,979 | 27,249,979 | |||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||||||||||||
Class A Common Stock | Share-based Payment Arrangement, Tranche One | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Weighted average grant-date fair value, granted (dollars per share) | $ / shares | $ 12 | ||||||||||||||||||
Class A Common Stock | Share-based Payment Arrangement, Tranche Two | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Weighted average grant-date fair value, granted (dollars per share) | $ / shares | 14 | ||||||||||||||||||
Class A Common Stock | Share-based Payment Arrangement, Tranche Three | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Weighted average grant-date fair value, granted (dollars per share) | $ / shares | $ 16 | ||||||||||||||||||
Class A Common Stock | Intermediate Co | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Business acquisition equity interest issued or issuable (in shares) | shares | 30,401,902 | ||||||||||||||||||
Class B Common Stock | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Class B Common Stock | Intermediate Co | |||||||||||||||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||||||||||||||
Business acquisition equity interest issued or issuable (in shares) | shares | 8,560,540 |
Business Combinations and Acq_3
Business Combinations and Acquisitions - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 20, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Payments to acquire businesses gross | $ 1,300 | |||||
Statutory income tax rate (as a percent) | 21.00% | 25.00% | ||||
Intermediate Co | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Payments to acquire businesses gross | $ 1,300 | |||||
Business acquisition share price (in dollars per share) | $ 10 | |||||
Mirion TopCo | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Pro forma adjustments | $ 2.2 | $ 26.2 | ||||
Mirion TopCo | Fair Value Adjustment to Inventory | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Pro forma adjustments | 15.8 | 15.8 | $ 15.8 | |||
Mirion TopCo | Acquisition-related Costs | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Pro forma adjustments | 28.4 | $ 28.4 | 28.4 | |||
CIRS | Medical | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Transaction expenses | $ 0.4 | |||||
SNC | Medical | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Payments to acquire businesses gross | $ 261.9 | |||||
Transaction expenses | 1.2 | |||||
Biodex and SNC | Fair Value Adjustment to Inventory | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Pro forma adjustments | 5.2 | $ 5.2 | ||||
Biodex and SNC | Acquisition-related Costs | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Pro forma adjustments | 4.8 | 4.8 | ||||
Biodex and SNC | Reduction In Revenues Due To The Elimination Of Deferred Contract Revenue | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Pro forma adjustments | $ 14.8 | $ 14.8 | ||||
Class A Common Stock | Intermediate Co | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Business acquisition equity interest issued or issuable (in shares) | 30,401,902 | |||||
Class B Common Stock | Intermediate Co | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Business acquisition equity interest issued or issuable (in shares) | 8,560,540 |
Business Combinations and Acq_4
Business Combinations and Acquisitions - Summary of Consideration Transferred by GSAH (Details) - USD ($) $ in Millions | Oct. 20, 2021 | Dec. 31, 2021 |
Business Combination, Separately Recognized Transactions [Line Items] | ||
Ending balance, cash consideration paid by GSAH | $ 1,300 | |
Class A Common Stock | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Common stock, shares issued (in shares) | 30,401,902 | 199,523,292 |
Class B Common Stock | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Common stock, shares issued (in shares) | 8,560,540 | 8,560,540 |
GSAH | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Beginning balance, cash consideration paid by GSAH | $ 1,310 | |
Cash repayment of existing Mirion TopCo third-party debt | 903.6 | |
Reimbursement of Mirion TopCo transaction costs | 11.7 | |
Ending balance, cash consideration paid by GSAH | 2,225.3 | |
Shares issued to the Mirion TopCo sellers at fair value | 407 | |
Total consideration transferred | $ 2,632.3 |
Business Combinations and Acq_5
Business Combinations and Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Dec. 01, 2021 | Oct. 20, 2021 | Dec. 18, 2020 | Sep. 01, 2020 | Feb. 28, 2021 | Dec. 31, 2021 | Oct. 19, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Goodwill | $ 1,662.6 | $ 677.4 | $ 1,662.6 | $ 681.5 | $ 522.6 | $ 511.6 | |||||
GAAP purchase consideration, net of cash acquired | $ 58.6 | $ 0.9 | $ 290.1 | $ 55.7 | $ 9.1 | ||||||
Payments to acquire businesses gross | $ 1,300 | ||||||||||
Customer relationships | Minimum | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Original Average Life in Years | 6 years | 10 years | 6 years | 6 years | 6 years | ||||||
Customer relationships | Maximum | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Original Average Life in Years | 13 years | 11 years | 13 years | 17 years | 15 years | ||||||
Developed technology | Minimum | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Original Average Life in Years | 5 years | 7 years | 5 years | 3 years | 3 years | ||||||
Developed technology | Maximum | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Original Average Life in Years | 16 years | 10 years | 16 years | 16 years | 16 years | ||||||
Trade names | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Original Average Life in Years | 10 years | 7 years | |||||||||
Trade names | Minimum | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Original Average Life in Years | 3 years | 5 years | 5 years | ||||||||
Trade names | Maximum | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Original Average Life in Years | 10 years | 9 years | 9 years | ||||||||
Distributor relationships | Minimum | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Original Average Life in Years | 7 years | 7 years | |||||||||
Distributor relationships | Maximum | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Original Average Life in Years | 13 years | 13 years | |||||||||
Backlog and other | Minimum | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Original Average Life in Years | 1 year | 1 year | 1 year | 1 year | |||||||
Backlog and other | Maximum | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Original Average Life in Years | 4 years | 4 years | 9 years | 9 years | |||||||
Noncompete Agreements | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Original Average Life in Years | 1 year | ||||||||||
Noncompete Agreements | Minimum | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Original Average Life in Years | 2 years | ||||||||||
Noncompete Agreements | Maximum | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Original Average Life in Years | 3 years | ||||||||||
Mirion TopCo | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Date of acquisition | Oct. 20, 2021 | ||||||||||
Segment | Total | ||||||||||
Goodwill | $ 1,639 | ||||||||||
Amortizable intangible assets | 821 | ||||||||||
Cash | 101.9 | ||||||||||
Accounts receivable | 114.3 | ||||||||||
Cost in excess of billings | 63.6 | ||||||||||
Inventory | 144.6 | ||||||||||
Property, Plant and Equipment | 126.4 | ||||||||||
Other current and non-current assets | 24.3 | ||||||||||
Right of use assets | 43.3 | ||||||||||
Other non-current assets | 17 | ||||||||||
Current liabilities | (148.3) | ||||||||||
Current lease liability | (8.8) | ||||||||||
Deferred contract revenue | (58.9) | ||||||||||
Notes payable assumed | (2.9) | ||||||||||
Other long-term liabilities | (242.1) | ||||||||||
Minority interest | (2.1) | ||||||||||
Net tangible assets acquired | 172.3 | ||||||||||
Purchase consideration | 2,632.3 | ||||||||||
Less: cash acquired | (101.9) | ||||||||||
GAAP purchase consideration, net of cash acquired | 2,530.4 | ||||||||||
Mirion TopCo | Customer relationships | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 338.8 | ||||||||||
Mirion TopCo | Developed technology | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 234.6 | ||||||||||
Mirion TopCo | Trade names | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 100.5 | ||||||||||
Mirion TopCo | Distributor relationships | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 61.1 | ||||||||||
Mirion TopCo | Backlog and other | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 81.5 | ||||||||||
Mirion TopCo | Noncompete Agreements | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | $ 4.5 | ||||||||||
Medical | Mirion TopCo | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Segment | Medical | ||||||||||
Goodwill | $ 675.2 | ||||||||||
Amortizable intangible assets | 330.5 | ||||||||||
Cash | 7.8 | ||||||||||
Accounts receivable | 44 | ||||||||||
Cost in excess of billings | 0 | ||||||||||
Inventory | 25.1 | ||||||||||
Property, Plant and Equipment | 52.6 | ||||||||||
Other current and non-current assets | 5.8 | ||||||||||
Right of use assets | 22.3 | ||||||||||
Other non-current assets | 8 | ||||||||||
Current liabilities | (31.9) | ||||||||||
Current lease liability | (4.1) | ||||||||||
Deferred contract revenue | (34.7) | ||||||||||
Notes payable assumed | (1.8) | ||||||||||
Other long-term liabilities | (70.6) | ||||||||||
Minority interest | 0 | ||||||||||
Net tangible assets acquired | 22.5 | ||||||||||
Medical | Mirion TopCo | Customer relationships | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 152.7 | ||||||||||
Medical | Mirion TopCo | Developed technology | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 66.3 | ||||||||||
Medical | Mirion TopCo | Trade names | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 36.8 | ||||||||||
Medical | Mirion TopCo | Distributor relationships | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 52.5 | ||||||||||
Medical | Mirion TopCo | Backlog and other | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 17.7 | ||||||||||
Medical | Mirion TopCo | Noncompete Agreements | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | $ 4.5 | ||||||||||
Medical | CIRS | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Date of acquisition | Dec. 1, 2021 | ||||||||||
Segment | Medical | ||||||||||
Goodwill | $ 35 | ||||||||||
Amortizable intangible assets | 21.8 | ||||||||||
Cash | 1 | ||||||||||
Accounts receivable | 1.6 | ||||||||||
Inventory | 2 | ||||||||||
Property, Plant and Equipment | 0.4 | ||||||||||
Operating ROU assets | 3.8 | ||||||||||
Current liabilities | (0.5) | ||||||||||
Other long-term liabilities | (10) | ||||||||||
Net tangible assets acquired | (1.7) | ||||||||||
Purchase consideration | 55.1 | ||||||||||
Less: cash acquired | (1) | ||||||||||
GAAP purchase consideration, net of cash acquired | 54.1 | ||||||||||
Acquiree revenue post acquisition through the period ended | 1.5 | ||||||||||
Acquiree income (loss) from operations post acquisition through the period ended | (0.1) | ||||||||||
Medical | CIRS | Customer relationships | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | $ 1.6 | ||||||||||
Original Average Life in Years | 7 years | ||||||||||
Medical | CIRS | Developed technology | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | $ 19.2 | ||||||||||
Original Average Life in Years | 5 years | ||||||||||
Medical | CIRS | Trade names | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | $ 0.4 | ||||||||||
Original Average Life in Years | 3 years | ||||||||||
Medical | CIRS | Backlog and other | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | $ 0.6 | ||||||||||
Original Average Life in Years | 2 years | ||||||||||
Medical | Biodex | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Date of acquisition | Sep. 1, 2020 | ||||||||||
Segment | Medical | ||||||||||
Goodwill | $ 11.1 | ||||||||||
Amortizable intangible assets | 6.6 | ||||||||||
Cash | 4.1 | ||||||||||
Accounts receivable | 4 | ||||||||||
Inventory | 6.4 | ||||||||||
Property, Plant and Equipment | 1 | ||||||||||
Other current and non-current assets | 0.6 | ||||||||||
Current liabilities | (2.6) | ||||||||||
Deferred contract revenue | (0.2) | ||||||||||
Other long-term liabilities | 0 | ||||||||||
Net tangible assets acquired | 13.3 | ||||||||||
Purchase consideration | 31 | ||||||||||
Less: cash acquired | (4.1) | ||||||||||
GAAP purchase consideration, net of cash acquired | 26.9 | ||||||||||
Acquiree revenue post acquisition through the period ended | 32.6 | ||||||||||
Acquiree income (loss) from operations post acquisition through the period ended | 0.7 | ||||||||||
Medical | Biodex | Customer relationships | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 2.3 | ||||||||||
Medical | Biodex | Developed technology | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 2.6 | ||||||||||
Medical | Biodex | Trade names | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 1.4 | ||||||||||
Medical | Biodex | Noncompete Agreements | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | $ 0.3 | ||||||||||
Medical | SNC | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Date of acquisition | Dec. 18, 2020 | ||||||||||
Segment | Medical | ||||||||||
Goodwill | $ 130.2 | ||||||||||
Amortizable intangible assets | 125.5 | ||||||||||
Cash | 18.8 | ||||||||||
Accounts receivable | 24 | ||||||||||
Inventory | 13.9 | ||||||||||
Property, Plant and Equipment | 5.9 | ||||||||||
Other current and non-current assets | 8 | ||||||||||
Current liabilities | (9.3) | ||||||||||
Deferred contract revenue | (6.5) | ||||||||||
Other long-term liabilities | (33.6) | ||||||||||
Net tangible assets acquired | 21.2 | ||||||||||
Purchase consideration | 276.9 | ||||||||||
Less: cash acquired | (18.8) | ||||||||||
GAAP purchase consideration, net of cash acquired | 258.1 | ||||||||||
Acquiree revenue post acquisition through the period ended | 48.9 | ||||||||||
Acquiree income (loss) from operations post acquisition through the period ended | (5.5) | ||||||||||
Payments to acquire businesses gross | $ 261.9 | ||||||||||
Business combination, deferred consideration | $ 15 | ||||||||||
Medical | SNC | Customer relationships | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 59.5 | ||||||||||
Medical | SNC | Developed technology | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 46.5 | ||||||||||
Medical | SNC | Trade names | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 12 | ||||||||||
Medical | SNC | Noncompete Agreements | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | $ 7.5 | ||||||||||
Industrial | Mirion TopCo | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Segment | Industrial | ||||||||||
Goodwill | $ 963.8 | ||||||||||
Amortizable intangible assets | 490.5 | ||||||||||
Cash | 39.5 | ||||||||||
Accounts receivable | 70.3 | ||||||||||
Cost in excess of billings | 63.6 | ||||||||||
Inventory | 119.5 | ||||||||||
Property, Plant and Equipment | 72.7 | ||||||||||
Other current and non-current assets | 13.2 | ||||||||||
Right of use assets | 20.1 | ||||||||||
Other non-current assets | 9 | ||||||||||
Current liabilities | (82.7) | ||||||||||
Current lease liability | (4.4) | ||||||||||
Deferred contract revenue | (24.2) | ||||||||||
Notes payable assumed | (1.1) | ||||||||||
Other long-term liabilities | (147.7) | ||||||||||
Minority interest | (2) | ||||||||||
Net tangible assets acquired | 145.8 | ||||||||||
Industrial | Mirion TopCo | Customer relationships | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 186.1 | ||||||||||
Industrial | Mirion TopCo | Developed technology | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 168.3 | ||||||||||
Industrial | Mirion TopCo | Trade names | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 63.7 | ||||||||||
Industrial | Mirion TopCo | Distributor relationships | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 8.6 | ||||||||||
Industrial | Mirion TopCo | Backlog and other | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 63.8 | ||||||||||
Industrial | Mirion TopCo | Noncompete Agreements | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | $ 0 | ||||||||||
Corporate and other | Mirion TopCo | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Segment | Corporate | ||||||||||
Amortizable intangible assets | $ 0 | ||||||||||
Cash | 54.6 | ||||||||||
Accounts receivable | 0 | ||||||||||
Cost in excess of billings | 0 | ||||||||||
Inventory | 0 | ||||||||||
Property, Plant and Equipment | 1.1 | ||||||||||
Other current and non-current assets | 5.3 | ||||||||||
Right of use assets | 0.9 | ||||||||||
Other non-current assets | 0 | ||||||||||
Current liabilities | (33.7) | ||||||||||
Current lease liability | (0.3) | ||||||||||
Deferred contract revenue | 0 | ||||||||||
Notes payable assumed | 0 | ||||||||||
Other long-term liabilities | (23.8) | ||||||||||
Minority interest | (0.1) | ||||||||||
Net tangible assets acquired | 4 | ||||||||||
Corporate and other | Mirion TopCo | Customer relationships | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 0 | ||||||||||
Corporate and other | Mirion TopCo | Developed technology | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 0 | ||||||||||
Corporate and other | Mirion TopCo | Trade names | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 0 | ||||||||||
Corporate and other | Mirion TopCo | Distributor relationships | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 0 | ||||||||||
Corporate and other | Mirion TopCo | Backlog and other | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | 0 | ||||||||||
Corporate and other | Mirion TopCo | Noncompete Agreements | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Amortizable intangible assets | $ 0 |
Business Combinations and Acq_6
Business Combinations and Acquisitions - Schedule of Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Mirion TopCo | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total revenues | $ 154.1 | $ 168 | $ 611.6 | |
Net loss | (5.2) | (56.3) | (192.1) | |
Net loss attributable to Mirion TopCo stockholders | $ (3.6) | $ (54) | (184.2) | |
Biodex and SNC | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total revenues | 670.9 | $ 598.7 | ||
Net loss | (142.9) | (239.2) | ||
Net loss attributable to Mirion TopCo stockholders | $ (127.9) | $ (158.3) |
Business Combinations and Asset
Business Combinations and Asset Acquisitions - Summary of Company's Acquisition Activity (Details) € in Millions, $ in Millions | Dec. 01, 2021USD ($) | Nov. 01, 2021USD ($) | Sep. 01, 2021USD ($) | Dec. 18, 2020USD ($) | Dec. 01, 2020USD ($) | Sep. 01, 2020USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2020EUR (€) | Oct. 31, 2019USD ($) | Oct. 31, 2019EUR (€) | Jul. 19, 2019USD ($) | Jul. 19, 2019EUR (€) | Jul. 09, 2019USD ($) | Oct. 31, 2018USD ($) | Oct. 31, 2018EUR (€) |
CIRS | |||||||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||||||
Equity interest, acquired percentage | 100.00% | ||||||||||||||
Equity interest, value | $ 55.1 | ||||||||||||||
Safeline | |||||||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||||||
Equity interest, acquired percentage | 100.00% | ||||||||||||||
Equity interest, value | $ 1.5 | ||||||||||||||
Asset acquisition, consideration transferred, contingent consideration | $ 0.5 | ||||||||||||||
CHP | |||||||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||||||
Asset acquisition, acquired percentage | 100.00% | ||||||||||||||
Asset acquisition, assets acquired | $ 2.5 | ||||||||||||||
Dosimetry Badge | |||||||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||||||
Asset acquisition, acquired percentage | 100.00% | ||||||||||||||
Asset acquisition, assets acquired | $ 1.8 | ||||||||||||||
Business acquisition, earn out | $ 0.8 | ||||||||||||||
Sun Nuclear | |||||||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||||||
Equity interest, acquired percentage | 100.00% | ||||||||||||||
Business acquisition, purchase consideration | $ 258.1 | ||||||||||||||
Dosimetrics | |||||||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||||||
Equity interest, acquired percentage | 100.00% | ||||||||||||||
Business acquisition, purchase consideration | $ 3 | ||||||||||||||
Biodex | |||||||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||||||
Equity interest, acquired percentage | 100.00% | ||||||||||||||
Business acquisition, purchase consideration | $ 26.9 | ||||||||||||||
AWST | |||||||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||||||
Equity interest, acquired percentage | 100.00% | 100.00% | |||||||||||||
Business acquisition, purchase consideration | $ 26.9 | € 24.5 | |||||||||||||
Selmic | |||||||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||||||
Equity interest, acquired percentage | 100.00% | 100.00% | |||||||||||||
Business acquisition, purchase consideration | $ 10.2 | € 9.1 | |||||||||||||
Premium Analyse | |||||||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||||||
Equity interest, acquired percentage | 100.00% | 100.00% | |||||||||||||
Business acquisition, purchase consideration | $ 8.9 | € 7.9 | |||||||||||||
Capintec | |||||||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||||||
Equity interest, acquired percentage | 100.00% | ||||||||||||||
Business acquisition, purchase consideration | $ 14.5 | ||||||||||||||
NRG Dosimetry Services Group | |||||||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||||||
Equity interest, acquired percentage | 100.00% | 100.00% | |||||||||||||
Business acquisition, purchase consideration | $ 9.1 | € 7.8 |
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 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Revenue from Contract with Customer [Abstract] | |||
Costs incurred on contracts (from inception to completion) | $ 199.4 | $ 185.8 | $ 152.5 |
Estimated earnings | 125.5 | 133.2 | 108.9 |
Contracts in progress | 324.9 | 319 | 261.4 |
Less: billings to date | (281.8) | (261.9) | (209.8) |
Less: write-offs | 0 | (2.7) | 0 |
Costs in Excess of Billings Uncompleted Construction Type Contracts | $ 43.1 | $ 54.4 | $ 51.6 |
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 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Revenue from Contract with Customer [Abstract] | |||
Costs and estimated earnings in excess of billings on uncompleted contracts – current | $ 56.3 | $ 57.2 | $ 59.5 |
Costs and estimated earnings in excess of billings on uncompleted contracts – noncurrent | 6.5 | 8.1 | 0 |
Billings in excess of costs and estimated earnings on uncompleted contracts – current | (17.6) | (8) | (8) |
Billings in excess of costs and estimated earnings on uncompleted contracts – noncurrent | (2.1) | (2.9) | 0 |
Costs in excess of billings, current and noncurrent | $ 43.1 | $ 54.4 | $ 51.5 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Inventories [Abstract] | |||
Raw materials | $ 56.8 | $ 50.9 | $ 40.6 |
Work in progress | 26.6 | 26.8 | 16.1 |
Finished goods | 40.2 | 35.5 | 33.5 |
Inventories | $ 123.6 | $ 113.2 | $ 90.2 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 128.5 | $ 180.1 | $ 147.1 |
Less: accumulated depreciation and amortization | (4.5) | (91.3) | (71.9) |
Property, plant and equipment, net | 124 | 88.8 | 75.2 |
Land, buildings, and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 45 | 44.4 | 43.9 |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 26.7 | 49.6 | 38.9 |
Badges | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 27.9 | 38.9 | 29.4 |
Furniture, fixtures, computer equipment and other | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 16.7 | 33.6 | 27.6 |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 12.2 | $ 13.6 | $ 7.3 |
Minimum | Land, buildings, and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable Lives | 3 years | ||
Minimum | Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable Lives | 5 years | ||
Minimum | Badges | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable Lives | 3 years | ||
Minimum | Furniture, fixtures, computer equipment and other | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable Lives | 3 years | ||
Maximum | Land, buildings, and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable Lives | 39 years | ||
Maximum | Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable Lives | 15 years | ||
Maximum | Badges | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable Lives | 5 years | ||
Maximum | Furniture, fixtures, computer equipment and other | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable Lives | 10 years |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, Net - Schedule of Depreciation Expense (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | $ 4.5 | $ 91.3 | $ 71.9 | ||
Cost of revenues | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | 3.5 | $ 3.9 | 14 | 12.7 | $ 11.1 |
Operating expenses | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | $ 1.7 | $ 2.1 | $ 6.8 | $ 5.2 | $ 5.4 |
Property, Plant, and Equipmen_5
Property, Plant, and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Property, Plant and Equipment [Abstract] | |||
Capitalized internal use software costs | $ 1.7 | $ 3.5 | $ 1.2 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities, and Deferred Income Taxes and Other Long-Term Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Accrued Expenses and Other Current Liabilities, and Deferred Income Taxes and Other Long-Term Liabilities [Abstract] | |||
Compensation and related benefit costs | $ 34 | $ 38.9 | $ 30.3 |
Customer deposits | 8.8 | 8.1 | 3.1 |
Accrued commissions | 0.9 | 1.1 | 3.7 |
Accrued warranty costs | 5.9 | 6.3 | 5.5 |
Non-income taxes payable | 7.5 | 5 | 4.9 |
Pension and other post-retirement obligations | 0.3 | 0.5 | 0.3 |
Income taxes payable | 3.2 | 3.1 | 9.2 |
Restructuring | 1.4 | 3.1 | 0 |
Accrued professional fees related to becoming a public company | 1.8 | 8.3 | 0 |
Deferred and contingent consideration | 2 | 0 | 0 |
Other accrued expenses | 9.6 | 9.9 | 7.1 |
Total accrued expenses and other current liabilities | $ 75.4 | $ 84.3 | $ 64.1 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities, and Deferred Income Taxes and Other Long-Term Liabilities - Schedule of Deferred Income Taxes and Other Liabilities Noncurrent (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Accrued Expenses and Other Current Liabilities, and Deferred Income Taxes and Other Long-Term Liabilities [Abstract] | |||
Deferred income taxes | $ 161 | $ 40.1 | $ 33.1 |
Pension and other post-retirement obligations, non-current | 11.7 | 12.5 | 12.4 |
Other long-term liabilities | 24.7 | 24.9 | 18 |
Total deferred income taxes and other long-term liabilities | $ 197.4 | $ 77.5 | $ 63.5 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 2 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment loss | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | $ 677.4 | $ 681.5 | $ 522.6 | $ 511.6 |
Translation adjustment | (13.7) | (5) | 16 | (6.1) |
Goodwill, ending balance | 1,662.6 | 677.4 | 681.5 | 522.6 |
Capintec | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 6 | |||
Premium Analyse | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 4.3 | |||
Selmic | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 2.7 | |||
AWST | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 4.1 | |||
SNC | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 130.2 | |||
Biodex | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 11.1 | |||
Dosimetrics | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 1.6 | |||
Dosimetry Badge | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 0.9 | |||
Mirion TopCo | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 1,639 | |||
CHP | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 1.5 | |||
Safeline | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 0.8 | |||
CIRS | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 35 | |||
Medical | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 250 | 249.5 | 106.8 | 96.7 |
Translation adjustment | 0 | (0.4) | (0.2) | 0 |
Goodwill, ending balance | 712.5 | 250 | 249.5 | 106.8 |
Medical | Capintec | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 6 | |||
Medical | Premium Analyse | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 0 | |||
Medical | Selmic | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 0 | |||
Medical | AWST | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 4.1 | |||
Medical | SNC | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 130.2 | |||
Medical | Biodex | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 11.1 | |||
Medical | Dosimetrics | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 1.6 | |||
Medical | Dosimetry Badge | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 0.9 | |||
Medical | Mirion TopCo | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 675.2 | |||
Medical | CHP | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 1.5 | |||
Medical | Safeline | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 0.8 | |||
Medical | CIRS | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 35 | |||
Industrial | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 427.4 | 432 | 415.8 | 414.9 |
Translation adjustment | (13.7) | (4.6) | 16.2 | (6.1) |
Goodwill, ending balance | 950.1 | 427.4 | 432 | 415.8 |
Industrial | Capintec | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 0 | |||
Industrial | Premium Analyse | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 4.3 | |||
Industrial | Selmic | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 2.7 | |||
Industrial | AWST | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | $ 0 | |||
Industrial | SNC | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 0 | |||
Industrial | Biodex | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 0 | |||
Industrial | Dosimetrics | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | $ 0 | |||
Industrial | Dosimetry Badge | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | $ 0 | |||
Industrial | Mirion TopCo | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 963.8 | |||
Industrial | CHP | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 0 | |||
Industrial | Safeline | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | 0 | |||
Industrial | CIRS | ||||
Goodwill [Roll Forward] | ||||
Goodwill acquired during period | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Millions | Oct. 20, 2021 | Dec. 18, 2020 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 838.9 | $ 692.9 | $ 544.2 | ||
Accumulated Amortization | (32) | (366.6) | (295.9) | ||
Net Book Value | 806.9 | 326.3 | 248.3 | ||
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 341 | 420.4 | 358.5 | ||
Accumulated Amortization | (15.3) | (205.6) | (170.5) | ||
Net Book Value | 325.8 | 214.8 | 188 | ||
Distributor relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 61 | ||||
Accumulated Amortization | (1.5) | ||||
Net Book Value | 59.5 | ||||
Developed technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 251.2 | 184.5 | 130 | ||
Accumulated Amortization | (5.9) | (104.7) | (81) | ||
Net Book Value | 245.3 | 79.8 | 49 | ||
Trade names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Original Average Life in Years | 10 years | 7 years | |||
Gross Carrying Amount | 100 | 47.4 | 32.9 | ||
Accumulated Amortization | (2.1) | (29.5) | (22.4) | ||
Net Book Value | 97.9 | 17.9 | 10.5 | ||
Backlog and other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 85.7 | 40.6 | 22.8 | ||
Accumulated Amortization | (7.2) | (26.8) | (22) | ||
Net Book Value | $ 78.4 | $ 13.8 | $ 0.8 | ||
Minimum | Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Original Average Life in Years | 6 years | 10 years | 6 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 | 7 years | 5 years | 3 years | 3 years |
Minimum | Trade names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Original Average Life in Years | 3 years | 5 years | 5 years | ||
Minimum | Backlog and other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Original Average Life in Years | 1 year | 1 year | 1 year | 1 year | |
Maximum | Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Original Average Life in Years | 13 years | 11 years | 13 years | 17 years | 15 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 | 10 years | 16 years | 16 years | 16 years |
Maximum | Trade names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Original Average Life in Years | 10 years | 9 years | 9 years | ||
Maximum | Backlog and other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Original Average Life in Years | 4 years | 4 years | 9 years | 9 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Cost of revenues | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense for intangible assets in: | $ 5.6 | $ 6.6 | $ 20.9 | $ 17.9 | $ 18.4 |
Operating expenses | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense for intangible assets in: | $ 26.4 | $ 13.1 | $ 41.9 | $ 32.7 | $ 34.5 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2022 | $ 142.9 | ||
2023 | 126.9 | ||
2024 | 112.5 | ||
2025 | 90.4 | ||
2026 | 83.3 | ||
2027 and thereafter | 250.9 | ||
Total | $ 806.9 | $ 326.3 | $ 248.3 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) $ / shares in Units, € in Millions, $ in Millions | Oct. 20, 2021USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Dec. 31, 2021USD ($) | Oct. 31, 2021USD ($) | Oct. 19, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Jun. 30, 2021USD ($) | Jun. 30, 2021EUR (€) | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2020EUR (€) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2021EUR (€) | Oct. 20, 2021EUR (€) | Oct. 01, 2021 | Jul. 31, 2021USD ($) | Jun. 30, 2021EUR (€) | Jun. 30, 2020EUR (€) | Dec. 31, 2019EUR (€) | May 31, 2019USD ($) | May 31, 2019CAD ($) |
Debt Instrument [Line Items] | |||||||||||||||||||||||
Fair market value of credit agreement | $ 825,200,000 | $ 825,200,000 | |||||||||||||||||||||
Fair market value of term loan | $ 906,400,000 | $ 662,500,000 | |||||||||||||||||||||
Debt issuance costs | 900,000 | $ 0 | 0 | 0 | $ 8,100,000 | ||||||||||||||||||
Amortization expense | 700,000 | 3,200,000 | 2,600,000 | 2,800,000 | |||||||||||||||||||
Write off of debt issuance cost | $ 12,800,000 | $ 12,800,000 | |||||||||||||||||||||
Debt instrument, overdraft facilities amount | 0 | 0 | 0 | 0 | |||||||||||||||||||
Accounts receivable, held-for-sale | 9,100,000 | 9,100,000 | € 8 | ||||||||||||||||||||
Other short-term borrowings | 400,000 | 400,000 | 800,000 | 0 | |||||||||||||||||||
Restricted cash | 1,300,000 | 1,300,000 | 1,300,000 | 1,600,000 | |||||||||||||||||||
Notes payable to related parties, non-current | 0 | 0 | 1,170,500,000 | 987,100,000 | |||||||||||||||||||
Related party debt instrument, simple interest rate | 11.50% | ||||||||||||||||||||||
Shareholder Notes | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Notes payable to related parties, non-current | 0 | 0 | 1,166,800,000 | 983,700,000 | |||||||||||||||||||
Management Notes | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Notes payable to related parties, non-current | 0 | 0 | $ 3,700,000 | 3,400,000 | |||||||||||||||||||
Plus Accrued Paid In Kind Interest Notes | Shareholder Notes | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest rate | 11.50% | 6.00% | 11.50% | ||||||||||||||||||||
Related party debt notes authorized to be issued amount | 900,000,000 | ||||||||||||||||||||||
Related party debt instruments admitted to trading | $ 181,500,000 | 99,600,000 | |||||||||||||||||||||
Shareholder notes available for trading | 1,158,400,000 | 976,900,000 | |||||||||||||||||||||
Related party debt note principal balance | 683,900,000 | ||||||||||||||||||||||
Related party debt instrument accrued interest amount | 474,500,000 | ||||||||||||||||||||||
Related party debt instrument face value carrying interest at specified rates | 70,000,000 | ||||||||||||||||||||||
Accrued interest | 64,600,000 | $ 113,600,000 | 56,300,000 | 101,300,000 | |||||||||||||||||||
Plus Accrued Paid In Kind Interest Notes | Management Notes | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Related party debt notes authorized to be issued amount | 5,000,000 | ||||||||||||||||||||||
Shareholder notes available for trading | 3,600,000 | 3,400,000 | |||||||||||||||||||||
Accrued interest | 200,000 | 200,000 | |||||||||||||||||||||
Plus Accrued Paid In Kind Cash And Interest Notes | Management Notes | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Accrued interest | 200,000 | 100,000 | |||||||||||||||||||||
Letter of Credit | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Line of credit facility, current borrowing capacity | 79,700,000 | 79,700,000 | 79,900,000 | 53,100,000 | € 70.3 | € 67.3 | € 47.3 | ||||||||||||||||
Proceeds from lines of credit | 42,700,000 | € 37.7 | 29,300,000 | € 24.7 | 23,700,000 | € 21.2 | |||||||||||||||||
Restricted cash | $ 1,300,000 | $ 1,300,000 | $ 1,000,000 | 1,700,000 | |||||||||||||||||||
Letter of Credit | Minimum | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest rate | 0.50% | 0.50% | 0.50% | ||||||||||||||||||||
Letter of Credit | Maximum | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest rate | 2.00% | 2.00% | 2.00% | ||||||||||||||||||||
2021 Credit Agreement | Secured Debt | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Loan amount | $ 830,000,000 | $ 830,000,000 | |||||||||||||||||||||
2021 Credit Agreement | Revolving Credit Facility | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Loan amount | $ 90,000,000 | $ 90,000,000 | |||||||||||||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | 0.50% | |||||||||||||||||||||
Line of credit facility, stepdowns, commitment fee percentage | 0.375% | 0.375% | |||||||||||||||||||||
Line of credit facility, commitment fee percentage | 0.25% | 0.25% | |||||||||||||||||||||
Leverage ratio | 7 | 7 | |||||||||||||||||||||
Revolving credit facility of exceed revolving credit commitment, percentage | 40.00% | 40.00% | |||||||||||||||||||||
Loan term | 5 years | 5 years | 5 years | ||||||||||||||||||||
Maximum borrowing capacity | $ 81,900,000 | $ 81,900,000 | |||||||||||||||||||||
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 amount | € | € 125 | ||||||||||||||||||||||
Loan term | 7 years | 7 years | 7 years | ||||||||||||||||||||
Debt instrument, quarterly repayment, percentage | 0.25% | 0.25% | 0.25% | ||||||||||||||||||||
Repayments of term loan | $ 1,700,000 | ||||||||||||||||||||||
Term loan, amount outstanding | $ 828,300,000 | 828,300,000 | |||||||||||||||||||||
Debt issuance costs | $ 21,700,000 | ||||||||||||||||||||||
2021 Credit Agreement | Term Loan Facility | Adjusted LIBOR | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest rate | 3.25% | 3.25% | 3.25% | ||||||||||||||||||||
2021 Credit Agreement | Term Loan Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 0.50% | 0.50% | |||||||||||||||||||||
2021 Credit Agreement | Term Loan Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.75% | 2.75% | |||||||||||||||||||||
2021 Credit Agreement | Letter of Credit | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Maximum borrowing capacity | $ 8,100,000 | $ 8,100,000 | |||||||||||||||||||||
2021 Credit Agreement | USD Term Loan | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Loan amount | $ 225,000,000 | 66,000,000 | $ 34,000,000 | ||||||||||||||||||||
2019 Credit Facility | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt issuance costs | 16,300,000 | ||||||||||||||||||||||
Debt instruments, interest rate period | 3 months | 3 months | |||||||||||||||||||||
2019 Credit Facility | Secured Debt | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Loan amount | 450,000,000 | ||||||||||||||||||||||
2019 Credit Facility | Revolving Credit Facility | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Loan amount | $ 90,000,000 | ||||||||||||||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | ||||||||||||||||||||||
Loan term | 5 years | 5 years | |||||||||||||||||||||
Maximum borrowing capacity | $ 81,300,000 | 46,000,000 | |||||||||||||||||||||
Debt issuance costs | $ 900,000 | ||||||||||||||||||||||
Write off of debt issuance cost | $ 400,000 | ||||||||||||||||||||||
2019 Credit Facility | Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 4.00% | ||||||||||||||||||||||
2019 Credit Facility | Term Loan Facility | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Write off of debt issuance cost | $ 15,400,000 | ||||||||||||||||||||||
2019 Credit Facility | Letter of Credit | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Maximum borrowing capacity | $ 8,700,000 | $ 9,000,000 | |||||||||||||||||||||
2019 Credit Facility | USD Term Loan | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Loan term | 7 years | 7 years | |||||||||||||||||||||
Debt instrument, quarterly repayment, percentage | 0.25% | 0.25% | |||||||||||||||||||||
2019 Credit Facility | USD Term Loan | Adjusted LIBOR | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest rate | 4.08% | 4.15% | 5.07% | 4.08% | 4.15% | 5.07% | |||||||||||||||||
Repayment of debt | $ 1,900,000 | $ 7,200,000 | $ 5,500,000 | ||||||||||||||||||||
Outstanding balance | $ 759,400,000 | 761,300,000 | 543,500,000 | ||||||||||||||||||||
2019 Credit Facility | USD Term Loan | Eurodollar | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Repayment of debt | $ 1,500,000 | ||||||||||||||||||||||
2019 Credit Facility | USD Term Loan | Maximum | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 4.00% | ||||||||||||||||||||||
2019 Credit Facility | Euro Term Loan | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, quarterly repayment, percentage | 0.25% | 0.25% | |||||||||||||||||||||
2019 Credit Facility | Euro Term Loan | Eurodollar | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Loan term | 7 years | 7 years | |||||||||||||||||||||
Interest rate | 4.25% | 4.25% | |||||||||||||||||||||
Repayment of debt | $ 400,000 | 1,400,000 | |||||||||||||||||||||
Outstanding balance | 141,900,000 | $ 145,100,000 | $ 138,600,000 | € 121.9 | € 122.2 | € 123.4 | |||||||||||||||||
2019 Credit Facility | Euro Term Loan | Maximum | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 4.25% | ||||||||||||||||||||||
2019 Credit Facility | Usd And Euro Term Loan | Incremental Proceeds 2021 | Credit Facility Amendment Agreement | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt issuance costs | 6,200,000 | ||||||||||||||||||||||
2019 Credit Facility | Usd And Euro Term Loan | Incremental Proceeds 2020 | Credit Facility Amendment Agreement | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt issuance costs | $ 1,200,000 | ||||||||||||||||||||||
2019 Credit Facility | Previous Revolving Credit Agreement | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Write off of debt issuance cost | $ 200,000 | ||||||||||||||||||||||
2019 Credit Facility | NRG Loan | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Loan amount | $ 7,400,000 | € 7.2 | |||||||||||||||||||||
Interest rate | 2.00% | 2.00% | |||||||||||||||||||||
2019 Credit Facility | Canadian Financial Institution | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Loan amount | $ 1,300,000 | $ 1.7 | |||||||||||||||||||||
Interest rate | 4.15% | 4.15% | |||||||||||||||||||||
2019 Credit Facility | JLG Note Payable | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Loan amount | $ 200,000 | ||||||||||||||||||||||
Interest rate | 6.00% | 6.00% | |||||||||||||||||||||
GSAH | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Purchase consideration | 2,632,300,000 | ||||||||||||||||||||||
Payments to acquire businesses, gross | 1,310,000,000 | ||||||||||||||||||||||
Equity interest, value | $ 400,000,000 | ||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 10.45 | ||||||||||||||||||||||
GSAH | Class A Common Stock | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Business acquisition equity interest issued or issuable (in shares) | shares | 30,401,902 | ||||||||||||||||||||||
GSAH | Class B Common Stock | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Business acquisition equity interest issued or issuable (in shares) | shares | 8,560,540 |
Borrowings - Schedule of Third
Borrowings - Schedule of Third Party Notes Payable (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | |||
Total third-party borrowings | $ 831.8 | $ 908.7 | $ 724.3 |
Less: notes payable to third-parties, current | (3.9) | (6.4) | (41.1) |
Less: deferred financing costs | (21.1) | (16.6) | (13.4) |
Notes payable to third-parties, non-current | 806.8 | 885.7 | 669.8 |
2021 Credit Agreement | |||
Debt Instrument [Line Items] | |||
Total third-party borrowings | 828.3 | 0 | 0 |
2019 Credit Facility – first lien term loan | |||
Debt Instrument [Line Items] | |||
Total third-party borrowings | 0 | 906.4 | 682.1 |
NRG Loan | |||
Debt Instrument [Line Items] | |||
Total third-party borrowings | 0 | 0 | 5.8 |
JLG Note Payable | |||
Debt Instrument [Line Items] | |||
Total third-party borrowings | 0 | 0.3 | 0.2 |
Canadian Financial Institution | |||
Debt Instrument [Line Items] | |||
Total third-party borrowings | 1.2 | 1.2 | 1.2 |
Other | |||
Debt Instrument [Line Items] | |||
Total third-party borrowings | 2.3 | 0.8 | 0 |
Draw on revolving line of credit | |||
Debt Instrument [Line Items] | |||
Total third-party borrowings | $ 0 | $ 0 | $ 35 |
Borrowings - Schedule of Contra
Borrowings - Schedule of Contractual Principal Payments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Long-term Debt, Fiscal Year Maturity [Abstract] | |||
2022 | $ 7.1 | ||
2023 | 8.4 | ||
2024 | 8.3 | ||
2025 | 8.2 | ||
2026 | 9.6 | ||
Thereafter | 790.2 | ||
Total third-party borrowings | 831.8 | $ 908.7 | $ 724.3 |
Unamortized debt issuance costs | (21.1) | $ (16.6) | $ (13.4) |
Total third-party borrowings, net of debt issuance costs | $ 810.7 |
Borrowings - Schedule of Notes
Borrowings - Schedule of Notes Payable to Related Parties (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Related Party Transaction [Line Items] | |||
Notes payable to related parties, non-current | $ 0 | $ 1,170.5 | $ 987.1 |
Shareholder Notes | |||
Related Party Transaction [Line Items] | |||
Notes payable to related parties, non-current | 0 | 1,166.8 | 983.7 |
Management Notes | |||
Related Party Transaction [Line Items] | |||
Notes payable to related parties, non-current | $ 0 | $ 3.7 | $ 3.4 |
Leased Assets - Narrative (Deta
Leased Assets - Narrative (Details) - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended |
Dec. 31, 2021 | Oct. 19, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease, cost | $ 1.8 | $ 3.2 |
Operating lease, payments | 2.3 | 3.5 |
Right-of-use asset obtained in exchange for operating lease liability | $ 4.1 | $ 0.4 |
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 | Dec. 31, 2021 | Jul. 01, 2021 | Jun. 30, 2021 | Jan. 07, 2021 | Jun. 30, 2020 |
Leases [Abstract] | |||||
Operating Lease assets | $ 45.7 | $ 0 | $ 47.2 | $ 0 | |
Financing Lease assets | 0.9 | ||||
Current operating lease liabilities | 9.3 | ||||
Noncurrent operating lease liabilities | 40.6 | $ 0 | $ 0 | ||
Total operating lease liabilities: | 49.9 | $ 52.1 | |||
Current financing lease liabilities | 0.6 | ||||
Noncurrent financing lease liabilities | 0.3 | ||||
Total financing lease liabilities: | $ 0.9 | ||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Operating Lease assets | ||||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | ||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Operating lease liability, current | ||||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Noncurrent operating lease liabilities | ||||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | ||||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Deferred income taxes and other liabilities |
Leased Assets - Schedule of Wei
Leased Assets - Schedule of Weighted Average Lease Term and Discount Rate for Operating Lease (Details) | Dec. 31, 2021 |
Leases [Abstract] | |
Weighted average remaining lease term (in years) | 7 years 6 months |
Weighted average discount rate | 4.19% |
Leased Assets - Schedule of Und
Leased Assets - Schedule of Undiscounted Future Minimum Lease Payments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Jul. 01, 2021 |
Leases [Abstract] | ||
2022 | $ 10.8 | |
2023 | 9.4 | |
2024 | 8.1 | |
2025 | 6.4 | |
2026 | 5 | |
2027 and thereafter | 18.5 | |
Total undiscounted future minimum lease payments | 58.2 | |
Less: Imputed interest | (8.3) | |
Total operating lease liabilities: | $ 49.9 | $ 52.1 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Unconditional Purchase Obligations (Details) $ in Millions | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 12.5 |
2024 | 4.7 |
2025 | 2.5 |
2026 | 1.1 |
2027 | 0.4 |
2028 and thereafter | 0.3 |
Total | $ 21.5 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) $ in Millions | Dec. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Payments for legal settlements | $ 0.7 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Tax Domestic and Foreign Current and Deferred Portions of Income Tax Benefits (Details) - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | |||||
Loss before benefit from income taxes | $ (29.8) | $ (111.3) | $ (164.3) | $ (124.6) | $ (126.2) |
Current: | |||||
Federal | 0 | ||||
State and local | 0.8 | ||||
Foreign | 3.8 | ||||
Total current provision | 4.6 | 3.5 | 12.1 | 10.5 | 12.6 |
Deferred: | |||||
Federal | (5.4) | ||||
State and local | (1.2) | ||||
Foreign | (4.8) | ||||
Total deferred benefit | (11.4) | (9.1) | (18) | (16) | (16.8) |
Total benefit from income taxes | (6.8) | (5.6) | (5.9) | (5.5) | (4.2) |
United Kingdom | |||||
Segment Reporting Information [Line Items] | |||||
Loss before benefit from income taxes | (41.2) | (125.3) | (118.2) | (96.3) | |
Current: | |||||
Total current provision | 0.1 | 0.3 | 0.6 | 1.1 | |
Deferred: | |||||
Total deferred benefit | 0 | 0 | (0.4) | (0.3) | |
United States | |||||
Segment Reporting Information [Line Items] | |||||
Loss before benefit from income taxes | (26.8) | (61.2) | (53.8) | (24.5) | (42) |
Current: | |||||
Total current provision | 1.4 | 2.4 | (6.2) | 1.9 | |
Deferred: | |||||
Total deferred benefit | (7) | (15.5) | 1.3 | (7.2) | |
Foreign | |||||
Segment Reporting Information [Line Items] | |||||
Loss before benefit from income taxes | $ (3) | ||||
Other foreign | |||||
Segment Reporting Information [Line Items] | |||||
Loss before benefit from income taxes | (8.9) | 14.8 | 18.1 | 12.1 | |
Current: | |||||
Total current provision | 2 | 9.4 | 16.1 | 9.6 | |
Deferred: | |||||
Total deferred benefit | $ (2.1) | $ (2.5) | $ (16.9) | $ (9.3) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 2 Months Ended | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Income tax at U.S. Federal statutory rate | 21.00% | 25.00% | |||
State and local taxes, net of federal impact | 2.00% | ||||
Income tax at U.K. statutory rate | 19.00% | 19.00% | 19.00% | 19.00% | |
Subpart F & GILTI | 0 | (1) | (2) | (4) | |
Foreign taxes, including U.S. | 0.00% | 1.00% | (1.00%) | 1.00% | 3.00% |
Transaction costs | (3.00%) | 0.00% | 0.00% | 0.00% | |
Change in valuation allowance | 3.00% | (2.00%) | 4.00% | (8.00%) | 1.00% |
Unrecognized tax benefits | (1.00%) | (1.00%) | 11.00% | 0.00% | |
Nondeductible interest expense | (7.00%) | (14.00%) | (17.00%) | (14.00%) | |
Stock-based compensation expense | (4.00%) | (2.00%) | 0.00% | 0.00% | 0.00% |
Warrant liability change in fair value | 1.00% | ||||
Other | 0.00% | 0.00% | 0.00% | 0.00% | (2.00%) |
Total effective income tax rate | 23.00% | 5.00% | 4.00% | 4.00% | 3.00% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Oct. 19, 2021 | Jun. 30, 2019 | |
Income Tax Examination [Line Items] | |||||
Valuation allowance | $ 20.7 | $ 29.1 | $ 29 | $ 30.7 | $ 18.7 |
Increase (decrease) in valuation allowance | 1.6 | 0.1 | 10.3 | ||
Valuation allowance deferred tax asset, decreases related to expected realization of tax | (10) | ||||
Net operating loss, purchase accounting adjustment | 3.8 | ||||
Unrecognized tax benefits | 6.6 | 5 | 0.8 | $ 6.5 | $ 13.9 |
Unrecognized tax benefits that would impact effective tax rate | 4.2 | 3.4 | |||
Unrecognized tax benefits, deferred tax liabilities | 3.5 | 2.9 | 0 | ||
Interest and penalties | 0.9 | 0.6 | 0.3 | ||
Minimum | |||||
Income Tax Examination [Line Items] | |||||
Unrecognized tax benefits | 0 | ||||
Maximum | |||||
Income Tax Examination [Line Items] | |||||
Unrecognized tax benefits | $ 2.8 | ||||
2023 | |||||
Income Tax Examination [Line Items] | |||||
Tax credit carryforward expiration end year | 2023 | ||||
2037 | |||||
Income Tax Examination [Line Items] | |||||
Tax credit carryforward expiration end year | 2037 | ||||
Noncurrent income tax payable | |||||
Income Tax Examination [Line Items] | |||||
Unrecognized tax benefits | $ 3.1 | $ 2.1 | $ 0.8 | ||
United States—Federal | |||||
Income Tax Examination [Line Items] | |||||
Operating loss carryforwards | 39.7 | ||||
Tax credit carryforwards | $ 14 | ||||
United States—Federal | 2035 | |||||
Income Tax Examination [Line Items] | |||||
Research and development tax credit carryforward expiration start year | 2035 | ||||
United States—Federal | 2036 | |||||
Income Tax Examination [Line Items] | |||||
Research and development tax credit carryforward expiration start year | 2036 | ||||
United States—State | |||||
Income Tax Examination [Line Items] | |||||
Operating loss carryforwards | $ 58.3 | ||||
United States—State | 2022 | |||||
Income Tax Examination [Line Items] | |||||
Research and development tax credit carryforward expiration start year | 2022 | ||||
United States—State | 2041 | |||||
Income Tax Examination [Line Items] | |||||
Research and development tax credit carryforward expiration end year | 2041 | ||||
Foreign Jurisdiction | |||||
Income Tax Examination [Line Items] | |||||
Operating loss carryforwards | $ 51.3 | ||||
US controlled foreign corporations | |||||
Income Tax Examination [Line Items] | |||||
Amount of unrecognized deferred tax liability related to foreign subsidiaries | 28.7 | ||||
Undistributed earnings of foreign subsidiaries | 220 | ||||
Non-US controlled foreign corporations | |||||
Income Tax Examination [Line Items] | |||||
Undistributed earnings of foreign subsidiaries | $ 67.1 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Deferred tax assets: | |||||
Net operating loss carryforwards | $ 24.5 | $ 29.2 | $ 29.2 | ||
Federal and state credit carryforwards | 13.9 | 14.3 | 16.4 | ||
Property, plant and equipment | 0.6 | 0.6 | 2.6 | ||
Deferred and other revenue differences | 8.6 | 4 | 0 | ||
Interest carryforwards | 12.1 | 11.2 | 4.9 | ||
Other reserves and accrued expenses | 15.4 | 15 | 9 | ||
Lease liabilities | 12.5 | 0 | 0 | ||
Other assets | 2.2 | 3.7 | 4.7 | ||
Total deferred tax assets | 89.8 | 78 | 66.8 | ||
Less: valuation allowance | (20.7) | $ (30.7) | (29.1) | (29) | $ (18.7) |
Total deferred tax assets | 69.1 | 48.9 | 37.8 | ||
Deferred tax liabilities: | |||||
Purchased technologies and other intangibles | (192.1) | (75) | (58.2) | ||
Deferred and other revenue differences | (7.5) | (8.1) | (0.8) | ||
Property, plant and equipment | (11.9) | (3.9) | (3) | ||
Deferred Tax Liabilities, Leasing Arrangements | (11.4) | 0 | 0 | ||
Other liabilities | (1.4) | (1.8) | (4.1) | ||
Total deferred tax liabilities | (224.3) | (88.8) | (66.1) | ||
Net deferred tax liabilities | $ (155.2) | $ (39.9) | $ (28.3) |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Examination [Line Items] | |||||
Valuation allowance | $ 20.7 | $ 30.7 | $ 29.1 | $ 29 | $ 18.7 |
Increases/(decreases) resulting from the Mirion Business Combination | 19.7 | 0 | 0 | 0 | |
Increases resulting from other business combinations | 0 | 0 | 0.5 | 0.3 | |
Other increases | 0 | 1.6 | 8.6 | 10 | |
Other decreases | $ 0 | 0 | $ (9) | $ 0 | |
GSAH | |||||
Income Tax Examination [Line Items] | |||||
Valuation allowance | $ 1 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Contingencies (Details) - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Balance, beginning of period | $ 6.5 | $ 5 | $ 0.8 | $ 13.9 |
Increases resulting from the Mirion Business Combination | 6.5 | 0 | 0 | 0 |
Current year additions to positions | 0.1 | 1.5 | 2.6 | 0 |
Additions from other business combinations | 0.2 | 0 | 1.7 | 0 |
Lapse of applicable statute of limitations | 0 | 0 | (0.1) | (13.1) |
Reductions to prior year positions | (0.2) | 0 | 0 | 0 |
Foreign currency translation adjustments | 0 | 0 | 0 | 0 |
Balance, end of period | 6.6 | 6.5 | $ 5 | $ 0.8 |
GSAH | ||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Balance, beginning of period | $ 0 | |||
Balance, end of period | $ 0 |
Income Taxes - Schedule of Open
Income Taxes - Schedule of Open Tax Years by Major Jurisdictions (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Foreign Jurisdiction | Canada | Earliest Tax Year | |
Years Open | 2015 |
Foreign Jurisdiction | Canada | Latest Tax Year | |
Years Open | 2021 |
Foreign Jurisdiction | France | Earliest Tax Year | |
Years Open | 2019 |
Foreign Jurisdiction | France | Latest Tax Year | |
Years Open | 2021 |
Foreign Jurisdiction | Germany | Earliest Tax Year | |
Years Open | 2016 |
Foreign Jurisdiction | Germany | Latest Tax Year | |
Years Open | 2021 |
Foreign Jurisdiction | United Kingdom | Earliest Tax Year | |
Years Open | 2016 |
Foreign Jurisdiction | United Kingdom | Latest Tax Year | |
Years Open | 2021 |
United States—Federal | Internal Revenue Service (IRS) | Earliest Tax Year | |
Years Open | 2016 |
United States—Federal | Internal Revenue Service (IRS) | Latest Tax Year | |
Years Open | 2021 |
United States—State | Internal Revenue Service (IRS) | Earliest Tax Year | |
Years Open | 2004 |
United States—State | Internal Revenue Service (IRS) | Latest Tax Year | |
Years Open | 2021 |
Supplemental Disclosures to C_3
Supplemental Disclosures to Consolidated Statements of Cash Flows - Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Paid For: | ||||||
Cash paid for interest | $ 5.5 | $ 10 | $ 37.4 | $ 39.2 | $ 39.2 | |
Cash paid for income taxes | 2.9 | 4.3 | 19.3 | 10.6 | 11.3 | |
Non-Cash Investing and Financing Activities: | ||||||
Contingent consideration from acquisitions | 0.5 | 0.8 | 0 | 0 | 0 | |
Property, plant, and equipment purchases in accounts payable | 0.1 | (1.8) | 3.2 | 2 | 2.7 | |
Acquisition purchases in accrued expense and other liabilities | 0 | 0.1 | 2.1 | 2.8 | 0 | |
Accounts payable converted to note payable to third parties | 0 | 0 | 0 | 0 | 0.2 | |
Common Shares issued to Mirion Sellers in Mirion Business Combination | 420.7 | 0 | 0 | 0 | 0 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||||
Cash and cash equivalents | 84 | 101.8 | 101.1 | 118.4 | 35.8 | |
Restricted cash—current | 0.6 | 0.8 | 0.8 | 1.1 | 1.4 | |
Restricted cash—non-current | 0.7 | 0.5 | 0.5 | 0.5 | 0.4 | |
Total cash, cash equivalents, and restricted cash shown in the statements of cash flow | $ 85.3 | $ 103.1 | $ 102.4 | $ 120 | $ 37.6 | $ 35.9 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Amount recognized in accumulated other comprehensive loss | $ 1.6 | $ 2.2 | $ 2.8 | ||
Estimated future benefit payments | 5.1 | ||||
Benefits expense | 0.6 | $ 1 | 3.7 | 3.1 | $ 1.7 |
Defined Benefit Pension Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Business expense | 0.3 | $ 0.3 | 1.2 | 1.2 | $ 1.1 |
Unfunded benefit plan | Defined Benefit Pension Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Benefit obligation | 11.4 | 12.3 | 11.9 | ||
Unfunded benefit plan | Other Postretirement Benefit Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Benefit obligation | $ 0.6 | $ 0.7 | $ 0.7 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 19, 2021 | Jun. 17, 2021 | Dec. 31, 2021 | Oct. 19, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Aug. 13, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Profit interests, percent | 50.00% | ||||||||
Unrecognized compensation expense | $ 41.3 | $ 41.3 | |||||||
Expected period for recognition | 2 years | ||||||||
Profit Interest 1 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Profit interests amount | $ 3.2 | ||||||||
Profits interest, threshold price (in dollars per share) | $ 12 | ||||||||
Weighted average grant date profit interests fair value (in dollars per share) | $ 8.03 | ||||||||
Profit Interest 2 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Profit interests amount | $ 2 | ||||||||
Profits interest, threshold price (in dollars per share) | $ 14 | ||||||||
Weighted average grant date profit interests fair value (in dollars per share) | $ 6.83 | ||||||||
Profit Interest 3 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Profit interests amount | $ 3 | ||||||||
Profits interest, threshold price (in dollars per share) | $ 16 | ||||||||
Weighted average grant date profit interests fair value (in dollars per share) | $ 5.74 | ||||||||
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 | ||||||||
Lawrence Kingsley (Chairman of Board) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued (in shares) | 4,200,000 | ||||||||
Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of trading days for determining the value per share | 20 days | ||||||||
Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of trading days for determining the value per share | 30 days | ||||||||
Class A Common Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock, shares outstanding (in shares) | 199,523,292 | 199,523,292 | 18,750,000 | ||||||
2021 Omnibus Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock, capital shares reserved for future issuance | 19,952,329 | 19,952,329 | |||||||
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 | 19,952,329 | 19,952,329 | |||||||
Common stock outstanding, ownership percentage | 3.00% | 3.00% | |||||||
Common stock, shares outstanding (in shares) | 9,976,164 | 9,976,164 | |||||||
Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Requisite service period | 4 years | ||||||||
Shares issued (in shares) | 0 | 0 | |||||||
Shares reissued | 0 | 144,219 | |||||||
Share-based compensation expense | $ 0 | $ 0.2 | $ 0.1 | ||||||
Restricted Stock | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Requisite service period | 3 years | ||||||||
Restricted Stock | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Requisite service period | 4 years | ||||||||
Restricted Stock | Ordinary A shares of Mirion TopCo common stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued (in shares) | 1,483,795 | ||||||||
PSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expected period for recognition | 3 years | ||||||||
PSUs | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award agreement's target contingent on performance level compensation range, percentage | 0.00% | 0.00% | |||||||
PSUs | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award agreement's target contingent on performance level compensation range, percentage | 100.00% | 100.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of 2021 Plan Pool of Shares (Details) - 2021 Omnibus Incentive Plan | 12 Months Ended |
Dec. 31, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum allowed for issuance (in shares) | 19,952,329 |
Award granted (in shares) | 1,238,683 |
Award forfeited (in shares) | 0 |
Available for future awards (in shares) | 18,713,646 |
Awards vested (in shares) | 0 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-based Compensation Plans (Details) - Employee Stock - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended |
Dec. 31, 2021 | Oct. 19, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 5.3 | $ 9.3 |
Tax (expense) benefit for stock-based compensation (2) | $ 0 | $ 0 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Oct. 20, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
MIR Stock Price | $ 10 | |||
Expected volatility(1) | 55.70% | 25.10% | ||
Risk-free interest rate(2) | 0.20% | 2.70% | ||
Dividend yield | 0.00% | 0.00% | ||
Expected term (in years) (4) | 3 years | 2 years | ||
Fair value (in dollars per share) | $ 0.37 | $ 0.16 | ||
PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
MIR Stock Price | $ 10.70 | |||
Expected volatility(1) | 41.12% | |||
Risk-free interest rate(2) | 0.98% | |||
Dividend yield | 0.00% | |||
Fair value (in dollars per share) | $ 7.91 | |||
Profits Interests | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cost of equity (1) | 8.50% | |||
Expected volatility(1) | 30.00% | |||
Risk-free interest rate(2) | 0.10% | |||
Expected term (in years) (4) | 5 years | |||
Fair value (in dollars per share) | $ 6.90 |
Stock-Based Compensation - Acti
Stock-Based Compensation - Activity of RSUs, PSUs, and Director RSUs (Details) | 2 Months Ended |
Dec. 31, 2021$ / sharesshares | |
RSUs | |
Quantity | |
Award outstanding, beginning balance (in shares) | shares | 0 |
Award granted (in shares) | shares | 974,775 |
Awards vested (in shares) | shares | 0 |
Award forfeited (in shares) | shares | 0 |
Award outstanding, ending balance (in shares) | shares | 974,775 |
Weighted average grant date fair value | |
Weighted average grant-date fair value, beginning balance (dollars per share) | $ / shares | $ 0 |
Weighted average grant-date fair value, granted (dollars per share) | $ / shares | 10.48 |
Weighted average grant-date fair value, vested (dollars per share) | $ / shares | 0 |
Weighted average grant-date fair value, forfeited (dollars per share) | $ / shares | 0 |
Weighted average grant-date fair value, ending balance (dollars per share) | $ / shares | $ 10.48 |
PSUs | |
Quantity | |
Award outstanding, beginning balance (in shares) | shares | 0 |
Award granted (in shares) | shares | 229,006 |
Awards vested (in shares) | shares | 0 |
Award forfeited (in shares) | shares | 0 |
Award outstanding, ending balance (in shares) | shares | 229,006 |
Weighted average grant date fair value | |
Weighted average grant-date fair value, beginning balance (dollars per share) | $ / shares | $ 0 |
Weighted average grant-date fair value, granted (dollars per share) | $ / shares | 9.20 |
Weighted average grant-date fair value, vested (dollars per share) | $ / shares | 0 |
Weighted average grant-date fair value, forfeited (dollars per share) | $ / shares | 0 |
Weighted average grant-date fair value, ending balance (dollars per share) | $ / shares | $ 9.20 |
Director RSUs | |
Quantity | |
Award outstanding, beginning balance (in shares) | shares | 0 |
Award granted (in shares) | shares | 34,902 |
Awards vested (in shares) | shares | 0 |
Award forfeited (in shares) | shares | 0 |
Award outstanding, ending balance (in shares) | shares | 34,902 |
Weighted average grant date fair value | |
Weighted average grant-date fair value, beginning balance (dollars per share) | $ / shares | $ 0 |
Weighted average grant-date fair value, granted (dollars per share) | $ / shares | 10.48 |
Weighted average grant-date fair value, vested (dollars per share) | $ / shares | 0 |
Weighted average grant-date fair value, forfeited (dollars per share) | $ / shares | 0 |
Weighted average grant-date fair value, ending balance (dollars per share) | $ / shares | $ 10.48 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Unrecognized Compensation Cost (Details) $ in Millions | 2 Months Ended | 12 Months Ended |
Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 12.7 | $ 12.7 |
Expected period for recognition | 2 years | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 10.2 | $ 10.2 |
Expected period for recognition | 4 years | |
PSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 2.1 | 2.1 |
Expected period for recognition | 3 years | |
Director RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 0.4 | $ 0.4 |
Expected period for recognition | 4 months |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity (Details) - Restricted Stock - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 4 Months Ended | 12 Months Ended | ||
Oct. 19, 2021 | Dec. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Shares, nonvested (in shares) | 0 | 0.2 | 0.4 | 0.4 |
Shares, granted (in shares) | 0 | 0 | 0.2 | |
Shares, vested (in shares) | (0.2) | (0.2) | (0.1) | |
Shares, repurchased (in shares) | 0 | 0 | (0.1) | |
Weighted Average Grant- Date Fair Value [Abstract] | ||||
Weighted average grant-date fair value, nonvested (dollars per share) | $ 0 | $ 0.27 | $ 0.41 | $ 0.39 |
Weighted average grant-date fair value, granted (dollars per share) | 0 | 0 | 0.37 | |
Weighted average grant-date fair value, vested (dollars per share) | 0.27 | 0.35 | 0.27 | |
Weighted average grant-date fair value, repurchased (dollars per share) | $ 0 | $ 0 | $ 0.57 | |
Total Fair Value | ||||
Total fair value, nonvested | $ 0 | $ 0 | $ 0.1 | $ 0.2 |
Total fair value, granted | 0 | 0 | 0.1 | |
Total fair value, vested | 0 | (0.1) | 0 | |
Total fair value, repurchased | $ 0 | $ 0 | $ (0.1) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ / shares in Units, $ in Millions | Oct. 20, 2021$ / shares | Nov. 12, 2020USD ($) | Aug. 13, 2020dshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) |
Related Party Transaction [Line Items] | |||||||||
Founder shares be transferred, assigned or sold, last sale price of Class A common stock equals or exceeds (in dollars per share) | $ / shares | $ 12 | ||||||||
Class of warrant or right outstanding (in shares) | shares | 18,750,000 | 18,750,000 | |||||||
Issuance of Class A Common Shares to PIPE Investors, net of offering costs | $ 886.7 | ||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||
Private placement warrants | $ 21.2 | $ 21.2 | |||||||
Number of days after the completion of the initial business combination | d | 30 | ||||||||
Transfer of membership interests to certain individuals (in shares) | shares | 8,100,000 | ||||||||
Working capital note amount | $ 2 | ||||||||
Working capital note (see Note 5) | 2 | $ 2 | |||||||
Underwriting commission as a percentage of proceeds from initial public offer | 2.00% | ||||||||
Payment of underwriting commission | $ 15 | ||||||||
Receivable from employees for issuance of capital stock | $ 0 | $ 0 | $ 2.4 | $ 2.7 | |||||
Share-based Payment Arrangement, Tranche One | |||||||||
Related Party Transaction [Line Items] | |||||||||
Weighted average grant-date fair value, granted (dollars per share) | $ / shares | $ 12 | ||||||||
Share-based Payment Arrangement, Tranche Two | |||||||||
Related Party Transaction [Line Items] | |||||||||
Weighted average grant-date fair value, granted (dollars per share) | $ / shares | 14 | ||||||||
Share-based Payment Arrangement, Tranche Three | |||||||||
Related Party Transaction [Line Items] | |||||||||
Weighted average grant-date fair value, granted (dollars per share) | $ / shares | $ 16 | ||||||||
Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Deferred income taxes and other liabilities | 26.3 | ||||||||
GS DC Sponsor I LLC | Private Placement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Class of warrant or right outstanding (in shares) | shares | 8,500,000 | 8,500,000 | |||||||
Share price (in dollars per share) | $ / shares | $ 2 | $ 2 | |||||||
Issuance of Class A Common Shares to PIPE Investors, net of offering costs | $ 17 | ||||||||
Affiliate of The Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment of underwriting commission | 11.3 | ||||||||
Deferred income taxes and other liabilities | 19.7 | ||||||||
Charterhouse Capital Partners L L P | |||||||||
Related Party Transaction [Line Items] | |||||||||
Quarterly management fees | 0.1 | 0.1 | $ 0.1 | $ 0.1 | |||||
Payment for professional fees and expense reimbursements related party | $ 0 | $ 0.1 | $ 0.3 | $ 0.2 | |||||
Class B Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares outstanding (in shares) | shares | 18,750,000 | 8,560,540 | 8,560,540 | ||||||
Class A Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares outstanding (in shares) | shares | 18,750,000 | 199,523,292 | 199,523,292 | ||||||
Class of warrant or right outstanding (in shares) | shares | 27,249,979 | 27,249,979 | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||
Class A Common Stock | Share-based Payment Arrangement, Tranche One | |||||||||
Related Party Transaction [Line Items] | |||||||||
Weighted average grant-date fair value, granted (dollars per share) | $ / shares | $ 12 | ||||||||
Class A Common Stock | Share-based Payment Arrangement, Tranche Two | |||||||||
Related Party Transaction [Line Items] | |||||||||
Weighted average grant-date fair value, granted (dollars per share) | $ / shares | 14 | ||||||||
Class A Common Stock | Share-based Payment Arrangement, Tranche Three | |||||||||
Related Party Transaction [Line Items] | |||||||||
Weighted average grant-date fair value, granted (dollars per share) | $ / shares | $ 16 | ||||||||
Class A Common Stock | Goldman Sachs Asset Management | Subscription Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 20,000,000 | ||||||||
Sale of stock, consideration received on transaction | $ 200 |
Segment Information - Narrative
Segment Information - Narrative (Details) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021USD ($) | Oct. 19, 2021USD ($) | Dec. 31, 2021SEGMENT | Dec. 31, 2021Segment | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | |
Segment Reporting Information [Line Items] | |||||||
Number of reportable segments | 2 | 2 | |||||
Total revenues | $ 154.1 | $ 168 | $ 611.6 | $ 478.2 | $ 440.1 | ||
United States | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | 86.7 | 100 | 306.3 | 215.5 | 198.3 | ||
France | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | $ 34.4 | $ 35.1 | $ 158.8 | $ 134.5 | $ 128 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 154.1 | $ 168 | $ 611.6 | $ 478.2 | $ 440.1 |
(Loss) income from operations | (22.9) | (41.6) | 11.2 | 23 | 28.8 |
Medical | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 49.2 | 60.3 | 155.7 | 62.6 | 42.9 |
Industrial | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 104.9 | 107.7 | 455.9 | 415.6 | 397.2 |
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
(Loss) income from operations | (22.9) | (41.6) | 11.2 | 23 | 28.8 |
Capital Expenditures | 6.1 | 9.8 | 26.4 | 21.9 | 19.2 |
Depreciation and Amortization | 37.3 | 25.9 | 83.6 | 68.4 | 69.5 |
Operating Segments | Medical | |||||
Segment Reporting Information [Line Items] | |||||
(Loss) income from operations | (4.3) | 0.7 | 6 | 13.9 | 10.2 |
Capital Expenditures | 3.8 | 6.8 | 14.2 | 10.1 | 8 |
Depreciation and Amortization | 17 | 13.3 | 33.3 | 15.8 | 15.4 |
Operating Segments | Industrial | |||||
Segment Reporting Information [Line Items] | |||||
(Loss) income from operations | 1.1 | 11.7 | 81.5 | 59.6 | 55 |
Capital Expenditures | 2 | 2.7 | 12.2 | 11.4 | 10.4 |
Depreciation and Amortization | 20.1 | 12.4 | 49.7 | 52.2 | 53.7 |
Operating Segments | Corporate | |||||
Segment Reporting Information [Line Items] | |||||
(Loss) income from operations | (3.2) | 12.4 | 87.5 | 73.5 | 65.2 |
Capital Expenditures | 5.8 | 9.5 | 26.4 | 21.5 | 18.4 |
Depreciation and Amortization | 37.1 | 25.7 | 83 | 68 | 69.1 |
Operating Segments | Corporate and other | |||||
Segment Reporting Information [Line Items] | |||||
(Loss) income from operations | (19.7) | (54) | (76.3) | (50.5) | (36.4) |
Capital Expenditures | 0.3 | 0.3 | 0 | 0.4 | 0.8 |
Depreciation and Amortization | $ 0.2 | $ 0.2 | $ 0.6 | $ 0.4 | $ 0.4 |
Segment Information - Revenue f
Segment Information - Revenue from External Customers by Geographic Areas (Details) - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenues | $ 154.1 | $ 168 | $ 611.6 | $ 478.2 | $ 440.1 |
Medical | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenues | 49.2 | 60.3 | 155.7 | 62.6 | 42.9 |
Industrial | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenues | 104.9 | 107.7 | 455.9 | 415.6 | 397.2 |
North America | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenues | 92.9 | 108 | 338 | 250.8 | 229.3 |
North America | Medical | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenues | 45.3 | 54.6 | 138.6 | 57.5 | 41 |
North America | Industrial | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenues | 47.6 | 53.4 | 199.4 | 193.3 | 188.3 |
Europe | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenues | 59.2 | 58.3 | 258.6 | 211.4 | 196.8 |
Europe | Medical | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenues | 3.9 | 5.7 | 17.1 | 5.2 | 1.9 |
Europe | Industrial | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenues | 55.3 | 52.6 | 241.5 | 206.2 | 194.9 |
Asia Pacific | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenues | 2 | 1.7 | 15 | 16 | 14 |
Asia Pacific | Medical | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenues | 0 | 0 | 0 | 0 | 0 |
Asia Pacific | Industrial | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenues | $ 2 | $ 1.7 | $ 15 | $ 16 | $ 14 |
Segment Information - Schedul_2
Segment Information - Schedule of Revenue by Timing of Recognition (Details) - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue, Major Customer [Line Items] | |||||
Total revenues | $ 154.1 | $ 168 | $ 611.6 | $ 478.2 | $ 440.1 |
Point in time | |||||
Revenue, Major Customer [Line Items] | |||||
Total revenues | 120.1 | 123.6 | 456.6 | 337.3 | 331.1 |
Over time | |||||
Revenue, Major Customer [Line Items] | |||||
Total revenues | $ 34 | $ 44.4 | $ 155 | $ 140.9 | $ 109 |
Segment Information - Revenue_2
Segment Information - Revenue from External Customers by Products and Services (Details) - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue from External Customer [Line Items] | |||||
Total revenues | $ 154.1 | $ 168 | $ 611.6 | $ 478.2 | $ 440.1 |
Medical | |||||
Revenue from External Customer [Line Items] | |||||
Total revenues | 49.2 | 60.3 | 155.7 | 62.6 | 42.9 |
Industrial | |||||
Revenue from External Customer [Line Items] | |||||
Total revenues | 104.9 | 107.7 | 455.9 | 415.6 | 397.2 |
Medical | Medical | |||||
Revenue from External Customer [Line Items] | |||||
Total revenues | 49.2 | 60.3 | 155.7 | 62.6 | 42.9 |
Reactor Safety and Control Systems | Industrial | |||||
Revenue from External Customer [Line Items] | |||||
Total revenues | 30.6 | 34.7 | 146.8 | 135.4 | 133.3 |
Radiological Search, Measurement, and Analysis Systems | Industrial | |||||
Revenue from External Customer [Line Items] | |||||
Total revenues | $ 74.3 | $ 73 | $ 309.1 | $ 280.2 | $ 263.9 |
Segment Information - Schedul_3
Segment Information - Schedule of Property, Plant, and Equipment by Geographical Areas (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property, plant, and equipment, net | $ 124 | $ 88.8 | $ 75.2 |
North America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property, plant, and equipment, net | 77.1 | 47.5 | 36.5 |
Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property, plant, and equipment, net | 46.7 | 41.1 | 38.6 |
Asia Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property, plant, and equipment, net | $ 0.2 | $ 0.2 | $ 0.1 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Detail) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Liabilities | |||
Private placement warrants | $ 21,200,000 | ||
Fair Value, Recurring | Level 1 | |||
Liabilities | |||
Public warrants | 46,900,000 | $ 0 | $ 0 |
Private placement warrants | 0 | 0 | 0 |
Fair Value, Recurring | Level 1 | Cash, cash equivalents, and restricted cash | |||
Assets | |||
Assets | 85,300,000 | 102,400,000 | 120,000,000 |
Fair Value, Recurring | Level 1 | Discretionary retirement plan | |||
Assets | |||
Assets | 3,700,000 | 3,400,000 | 2,400,000 |
Liabilities | |||
Discretionary retirement plan | 3,700,000 | 3,400,000 | 2,400,000 |
Fair Value, Recurring | Level 2 | |||
Liabilities | |||
Public warrants | 0 | ||
Private placement warrants | 21,200,000 | ||
Fair Value, Recurring | Level 2 | Cash, cash equivalents, and restricted cash | |||
Assets | |||
Assets | 0 | 0 | 0 |
Fair Value, Recurring | Level 2 | Discretionary retirement plan | |||
Assets | |||
Assets | 800,000 | 800,000 | 1,100,000 |
Liabilities | |||
Discretionary retirement plan | 800,000 | 800,000 | 1,100,000 |
Fair Value, Recurring | Level 3 | |||
Liabilities | |||
Public warrants | 0 | ||
Private placement warrants | 0 | ||
Fair Value, Recurring | Level 3 | Cash, cash equivalents, and restricted cash | |||
Assets | |||
Assets | 0 | 0 | 0 |
Fair Value, Recurring | Level 3 | Discretionary retirement plan | |||
Assets | |||
Assets | 0 | 0 | 0 |
Liabilities | |||
Discretionary retirement plan | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Detail) - USD ($) | 2 Months Ended | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Private placement warrants | $ 21,200,000 | ||||
Increase in fair value of warrant liabilities | 1,200,000 | $ 0 | $ 0 | $ 0 | $ 0 |
Level 1 | Fair Value, Recurring | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Public warrants | 46,900,000 | 0 | 0 | ||
Private placement warrants | $ 0 | $ 0 | $ 0 |
Loss Per Share - Reconciliation
Loss Per Share - Reconciliation of Numerator and Denominator (Details) - USD ($) $ / shares in Units, $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Net loss attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) shareholders | $ (22.2) | $ (105.7) | $ (158.3) | $ (119.1) | $ (122) |
Weighted average common shares outstanding — basic (in shares) | 180.773 | 6.685 | 6.549 | 6.453 | 6.300 |
Weighted average common shares outstanding — diluted (in shares) | 180.773 | 6.685 | 6.549 | 6.453 | 6.300 |
Net loss per common share attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) stockholders — basic (in dollars per share) | $ 0.12 | $ 15.81 | $ 24.18 | $ 18.45 | $ 19.36 |
Net loss per common share attributable to Mirion Technologies, Inc. (Successor) / Mirion Technologies (TopCo), Ltd. (Predecessor) stockholders — diluted (in dollars per share) | $ 0.12 | $ 15.81 | $ 24.18 | $ 18.45 | $ 19.36 |
Anti-dilutive employee share-based awards, excluded | 0 | 0 | 0 | 0 | 0 |
Share-based awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Anti-dilutive employee share-based awards, excluded | 0.003 | 0.200 | 0.300 | 0.400 | 0.500 |
Loss Per Share - Narrative (Det
Loss Per Share - Narrative (Details) - $ / shares | Oct. 20, 2021 | Dec. 31, 2021 | Oct. 19, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Anti-dilutive employee share-based awards, excluded | 0 | 0 | 0 | 0 | 0 | ||
Class of warrant or right outstanding (in shares) | 18,750,000 | 18,750,000 | |||||
Warrant exercise price (in dollars per share) | $ 11.50 | $ 11.50 | |||||
Share-based Payment Arrangement, Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average grant-date fair value, granted (dollars per share) | 12 | ||||||
Share-based Payment Arrangement, Tranche Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average grant-date fair value, granted (dollars per share) | 14 | ||||||
Share-based Payment Arrangement, Tranche Three | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average grant-date fair value, granted (dollars per share) | $ 16 | ||||||
Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Class of warrant or right outstanding (in shares) | 27,249,979 | 27,249,979 | |||||
Warrant exercise price (in dollars per share) | $ 11.50 | $ 11.50 | |||||
Class A Common Stock | Share-based Payment Arrangement, Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average grant-date fair value, granted (dollars per share) | $ 12 | ||||||
Class A Common Stock | Share-based Payment Arrangement, Tranche Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average grant-date fair value, granted (dollars per share) | 14 | ||||||
Class A Common Stock | Share-based Payment Arrangement, Tranche Three | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average grant-date fair value, granted (dollars per share) | $ 16 |
Restructuring (Details)
Restructuring (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Restructuring and Related Activities [Abstract] | |
Effect on future cash flows | $ 1.9 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Reserve by Type of Cost (Details) - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Severance and employee costs | $ 0.2 | $ 1.1 | $ 4 |
Other | 1.2 | 0.4 | 1.5 |
Restructuring charges | 1.4 | 1.5 | 5.5 |
Cost of revenues | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance and employee costs | 0.1 | 0 | 2.4 |
Other | 0 | 0.1 | 0.7 |
Restructuring charges | 0.1 | 0.1 | 3.1 |
Selling, general and administrative | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance and employee costs | 0.1 | 1.1 | 1.6 |
Other | 1.2 | 0.3 | 0.8 |
Restructuring charges | $ 1.3 | $ 1.4 | $ 2.4 |
Restructuring - Schedule of R_2
Restructuring - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 19, 2021 | Jun. 30, 2021 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | $ 2.2 | $ 3.1 | |
Acquisition of Mirion accrued restructuring | 2.2 | ||
Restructuring charges | 1.4 | 1.5 | $ 5.5 |
Payments | (1.8) | (2.3) | |
Adjustments | (0.4) | (0.1) | |
Restructuring reserve, ending balance | $ 1.4 | $ 2.2 | $ 3.1 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 20, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Noncontrolling Interest [Line Items] | ||||
Paired Interest value (in dollars per share) | $ 10 | |||
Noncontrolling interests | $ 90.8 | $ 2.1 | $ 2.2 | |
Noncontrolling Interests | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interests | $ 90.8 | |||
IntermediateCo Class B common stock | ||||
Noncontrolling Interest [Line Items] | ||||
Shares issued (in shares) | 1 | |||
Percentage of non-voting share | 96.00% | |||
Percentage of non-voting interests not attributable portion | 4.00% | |||
IntermediateCo Class B common stock | Intermediate Co | ||||
Noncontrolling Interest [Line Items] | ||||
Business acquisition equity interest issued or issuable (in shares) | 8,560,540 | |||
IntermediateCo Class B common stock | GSAH | ||||
Noncontrolling Interest [Line Items] | ||||
Business acquisition equity interest issued or issuable (in shares) | 8,560,540 | |||
IntermediateCo Class A common stock | GSAH | ||||
Noncontrolling Interest [Line Items] | ||||
Percentage of voting shares | 100.00% |