0001436126-21-000043 | 10-Q | XBRL Viewer

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Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2021	Oct. 28, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity File Number	001-34481
Entity Registrant Name	Mistras Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-3341267
Entity Address, Address Line One	195 Clarksville Road
Entity Address, City or Town	Princeton Junction,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08550
City Area Code	609
Local Phone Number	716-4000
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	MG
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		29,458,243
Entity Central Index Key	0001436126
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current Assets
Cash and cash equivalents	$ 22,597	$ 25,760
Accounts receivable, net	127,699	107,628
Inventories	12,178	13,134
Prepaid expenses and other current assets	17,505	16,066
Total current assets	179,979	162,588
Property, plant and equipment, net	90,366	92,681
Intangible assets, net	61,695	68,642
Goodwill	205,657	206,008
Deferred income taxes	2,676	2,069
Other assets	46,855	51,325
Total assets	587,228	583,313
Current Liabilities
Accounts payable	13,343	14,240
Accrued expenses and other current liabilities	88,312	78,500
Current portion of long-term debt	18,988	10,678
Current portion of finance lease obligations	3,773	3,765
Income taxes payable	1,676	2,664
Total current liabilities	126,092	109,847
Long-term debt, net of current portion	196,866	209,538
Obligations under finance leases, net of current portion	10,338	11,115
Deferred income taxes	9,195	8,236
Other long-term liabilities	43,711	47,358
Total liabilities	386,202	386,094
Commitments and contingencies
Equity
Preferred stock, 10,000,000 shares authorized	0	0
Common stock, $0.01 par value, 200,000,000 shares authorized, 29,457,605 and 29,234,143 shares issued and outstanding	294	292
Additional paid-in capital	237,577	234,638
Accumulated Deficit	(17,893)	(21,848)
Accumulated other comprehensive loss	(19,176)	(16,061)
Total Mistras Group, Inc. stockholders’ equity	200,802	197,021
Non-controlling interests	224	198
Total equity	201,026	197,219
Total liabilities and equity	$ 587,228	$ 583,313

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	29,457,605	29,234,143
Common stock, shares outstanding (in shares)	29,457,605	29,234,143

Unaudited Condensed Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Revenue	$ 174,556	$ 147,894	$ 505,968	$ 431,794
Cost of revenue	116,750	94,930	341,780	286,208
Depreciation	5,590	5,580	16,635	16,400
Gross profit	52,216	47,384	147,553	129,186
Selling, general and administrative expenses	39,221	37,473	118,579	116,638
Impairment charges	0	0	0	106,062
Legal settlement and litigation charges, net	0	(360)	1,030	(360)
Research and engineering	595	638	1,942	2,170
Depreciation and amortization	2,918	3,182	9,070	10,359
Acquisition-related expense, net	246	709	1,068	186
Income (loss) from operations	9,236	5,742	15,864	(105,869)
Interest expense	2,326	3,645	8,694	9,410
Income (loss) before benefit for income taxes	6,910	2,097	7,170	(115,279)
Provision (benefit) for income taxes	3,513	544	3,187	(15,645)
Net Income (loss)	3,397	1,553	3,983	(99,634)
Less: net income attributable to noncontrolling interests, net of taxes	17	30	28	8
Net Income (loss) attributable to Mistras Group, Inc	$ 3,380	$ 1,523	$ 3,955	$ (99,642)
Earnings (loss) per common share
Basic (in dollars per share)	$ 0.11	$ 0.05	$ 0.13	$ (3.43)
Diluted (in dollars per share)	$ 0.11	$ 0.05	$ 0.13	$ (3.43)
Weighted-average common shares outstanding:
Basic (in shares)	29,619	29,177	29,550	29,086
Diluted (in shares)	30,127	29,311	30,093	29,086

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Statement of Comprehensive Income [Abstract]
Net Income (loss)	$ 3,397	$ 1,553	$ 3,983	$ (99,634)
Other comprehensive income (loss):
Foreign currency translation adjustments	(5,472)	5,963	(3,117)	(4,924)
Comprehensive Income (Loss)	(2,075)	7,516	866	(104,558)
Less: net income attributable to noncontrolling interests, net of taxes	17	30	28	8
Less: Foreign currency translation adjustments attributable to noncontrolling interests	(3)	4	(2)	(2)
Comprehensive income (loss) attributable to Mistras Group, Inc	$ (2,089)	$ 7,482	$ 840	$ (104,564)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

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- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Unaudited Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands	Total	Total Mistras Group, Inc. Stockholders’ Equity	Common Stock	Additional paid-in capital	Retained earnings (deficit)	Accumulated other comprehensive income (loss)	Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2019			28,945
Beginning balance at Dec. 31, 2019	$ 286,022	$ 285,822	$ 289	$ 229,205	$ 77,613	$ (21,285)	$ 200
Increase (Decrease) in Stockholders' Equity
Net Income (loss)	(99,634)	(99,642)			(99,642)		8
Other comprehensive gain (loss), net of tax	(4,926)	(4,924)				(4,924)	(2)
Share-based payments	4,391	4,391		4,391
Net settlements of restricted stock units (in shares)			247
Net settlement of restricted stock units	(326)	(326)	$ 3	(329)
Ending balance (in shares) at Sep. 30, 2020			29,192
Ending balance at Sep. 30, 2020	185,527	185,321	$ 292	233,267	(22,029)	(26,209)	206
Beginning balance (in shares) at Jun. 30, 2020			29,110
Beginning balance at Jun. 30, 2020	176,463	176,291	$ 291	231,724	(23,552)	(32,172)	172
Increase (Decrease) in Stockholders' Equity
Net Income (loss)	1,553	1,523			1,523		30
Other comprehensive gain (loss), net of tax	5,967	5,963				5,963	4
Share-based payments	1,593	1,593		1,593
Net settlements of restricted stock units (in shares)			82
Net settlement of restricted stock units	(49)	(49)	$ 1	(50)
Ending balance (in shares) at Sep. 30, 2020			29,192
Ending balance at Sep. 30, 2020	185,527	185,321	$ 292	233,267	(22,029)	(26,209)	206
Beginning balance (in shares) at Dec. 31, 2020			29,234
Beginning balance at Dec. 31, 2020	197,219	197,021	$ 292	234,638	(21,848)	(16,061)	198
Increase (Decrease) in Stockholders' Equity
Net Income (loss)	3,983	3,955			3,955		28
Other comprehensive gain (loss), net of tax	(3,117)	(3,115)				(3,115)	(2)
Share-based payments	3,916	3,916		3,916
Net settlements of restricted stock units (in shares)			224
Net settlement of restricted stock units	(975)	(975)	$ 2	(977)
Ending balance (in shares) at Sep. 30, 2021			29,458
Ending balance at Sep. 30, 2021	201,026	200,802	$ 294	237,577	(17,893)	(19,176)	224
Beginning balance (in shares) at Jun. 30, 2021			29,432
Beginning balance at Jun. 30, 2021	201,649	201,439	$ 294	236,125	(21,273)	(13,707)	210
Increase (Decrease) in Stockholders' Equity
Net Income (loss)	3,397	3,380			3,380		17
Other comprehensive gain (loss), net of tax	(5,472)	(5,469)				(5,469)	(3)
Share-based payments	1,452	1,452		1,452
Net settlements of restricted stock units (in shares)			26
Net settlement of restricted stock units	0
Ending balance (in shares) at Sep. 30, 2021			29,458
Ending balance at Sep. 30, 2021	$ 201,026	$ 200,802	$ 294	$ 237,577	$ (17,893)	$ (19,176)	$ 224

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

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+ Details

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities
Net Income (loss)	$ 3,983	$ (99,634)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization	25,705	26,759
Impairment charges	0	106,062
Deferred income taxes	1,055	(16,831)
Share-based compensation expense	3,916	4,312
Fair value adjustments to contingent consideration	1,034	186
Foreign currency loss	366	1,965
Other	265	2,419
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions
Accounts receivable	(21,907)	20,319
Inventories	868	(1,845)
Prepaid expenses and other assets	(2,324)	(2,305)
Accounts payable	(751)	(2,357)
Accrued expenses and other liabilities	11,247	3,069
Income taxes payable	(988)	(328)
Net cash provided by operating activities	22,469	41,791
Cash flows from investing activities
Purchase of property, plant and equipment	(15,130)	(10,676)
Purchase of intangible assets	(887)	(311)
Acquisition of business, net of cash acquired	(441)	0
Proceeds from sale of equipment	964	429
Net cash used in investing activities	(15,494)	(10,558)
Cash flows from financing activities
Repayment of finance lease obligations	(3,032)	(3,078)
Proceeds from borrowings of long-term debt	0	2,245
Repayment of long-term debt	(12,121)	(4,334)
Proceeds from revolver	71,000	27,250
Repayment of revolver	(62,250)	(44,000)
Payment of financing costs	(550)	(1,497)
Payment of contingent consideration for business acquisitions	(938)	(1,337)
Taxes paid related to net share settlement of share-based awards	(975)	(326)
Net cash used in financing activities	(8,866)	(25,077)
Effect of exchange rate changes on cash and cash equivalents	(1,272)	944
Net change in cash and cash equivalents	(3,163)	7,100
Cash and cash equivalents at beginning of period	25,760	15,016
Cash and cash equivalents at end of period	22,597	22,116
Supplemental disclosure of cash paid
Interest, net	8,119	9,061
Income taxes, net of refunds	3,816	1,633
Noncash investing and financing
Equipment acquired through finance lease obligations	$ 2,445	$ 1,607

Description of Business and Basis of Presentation	9 Months Ended
Description of Business and Basis of Presentation	Sep. 30, 2021
Accounting Policies [Abstract]
Description of Business and Basis of Presentation	Description of Business and Basis of Presentation Description of Business Mistras Group, Inc. and subsidiaries (the Company) is a leading “one source” multinational provider of integrated technology-enabled asset protection solutions helping to maximize the safety and operational uptime for civilization's most critical industrial and civil assets. Backed by an innovative, data-driven asset protection portfolio, proprietary technologies, and decades-long legacy of industry leadership, the Company helps clients with asset-intensive infrastructure in the oil and gas, aerospace and defense, industrials, power generation and transmission (including alternative and renewable energy), other process industries and infrastructure, research and engineering and other industries towards achieving and maintaining operational excellence. By supporting these organizations that help fuel our vehicles and power our society; inspecting components that are trusted for commercial, defense, and space craft; and building real-time monitoring equipment to enable safe travel across bridges, the Company helps the world at large. The Company enhances value for its clients by integrating asset protection throughout supply chains and centralizing integrity data through a suite of Industrial IoT-connected digital software and monitoring solutions, including OneSuite™, which serves as an ecosystem platform, pulling together all of the Company’s software and data services capabilities, for the benefit of its customers. The Company's core capabilities also include non-destructive testing (“NDT”) field inspections enhanced by advanced robotics, laboratory quality control and assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services. Recent Developments The COVID-19 coronavirus (COVID-19) pandemic has continued to cause disruption and volatility in domestic and international markets and conditions continue to improve during 2021 as compared to 2020. The Company's businesses have been classified as non-healthcare critical infrastructure as defined by the U.S. Centers for Disease Control and Prevention (CDC). Our facilities, and the Company's customers facilities as well, have remained open with staffing modifications and precautionary procedures taken as necessary. Overall, the Company has taken actions to help ensure the health and safety of Company employees and those of its customers and suppliers; maintain business continuity and financial strength and stability; and serve customers as they provide essential products and services to the world. The COVID-19 pandemic uncertainty, significant volatility in oil prices, and decreased traffic in the aerospace industry have adversely affected the operations of the Company's customers, suppliers and contractors beginning in the first quarter of 2020, and as a consequence, the Company's results of operations were adversely impacted. These negative factors continue to cause volatility and uncertainty in the markets in which the Company operates, although the Company in 2021 has nevertheless begun approaching pre-pandemic levels of activity in certain end markets, particularly oil and gas where crude oil prices have exceeded pre-pandemic levels. While the Company cannot fully assess the impact that the factors discussed above will have on its operations at this time, there were certain impacts that the Company identified resulting in impairment charges in 2020. See Note 8-Goodwill, Note 9-Intangible Assets and Note 13-Leases for additional information. The Company has eliminated substantially all of the cost reduction initiatives undertaken in 2020, including re-installment of the savings plan employer match and increasing wages back to pre-pandemic amounts. The Company is currently unable to predict with certainty the overall impact that the factors discussed above may have on its business, results of operations or liquidity or in other ways which the Company cannot yet determine. The Company will continue to monitor market conditions and respond accordingly. As of September 30, 2021, the cash balance was approximately $22.6 million. Basis of Presentation The Unaudited Condensed Consolidated Financial Statements contained in this report have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and Securities and Exchange Commission guidance allowing for reduced disclosure for interim periods. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods of the years ending December 31, 2021 and December 31, 2020. Certain items included in these statements are based on management’s estimates. Actual results may differ from those estimates. The results of operations for any interim period are not necessarily indicative of the results expected for the year. The accompanying Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the notes to the Audited Consolidated Financial Statements contained in the Company's 2020 Annual Report on Form 10-K ("2020 Annual Report"). Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of Mistras Group, Inc. as well as its wholly-owned subsidiaries, majority-owned subsidiaries and consolidated variable interest entities (VIE). For subsidiaries in which the Company’s ownership interest is less than 100%, the non-controlling interests are reported in stockholders’ equity in the accompanying Condensed Consolidated Balance Sheets. The non-controlling interests in net results, net of tax, is classified separately in the accompanying Unaudited Condensed Consolidated Statements of Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations of companies acquired are included from the date of acquisition. Reclassification Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have a material effect on the Company's financial condition or results of operations as previously reported. Customers For each of the three and nine months ended September 30, 2021 and 2020, no customer represented 10% or more of the Company's revenue. Significant Accounting Policies The Company’s significant accounting policies are disclosed in Note 1–Summary of Significant Accounting Policies and Practices in the 2020 Annual Report. On an ongoing basis, the Company evaluates its estimates and assumptions, including among other things, those related to revenue recognition, long-lived assets, goodwill and acquisitions. Since the date of the 2020 Annual Report, there have been no material changes to the Company's significant accounting policies. Income Taxes Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of our assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. Our net deferred tax assets primarily consist of net operating loss carry forwards, or NOLs. A valuation allowance is provided if it is more likely than not that some or all of a deferred income tax asset will not be realized. A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the current and prior years. As of September 30, 2021, management concluded that it is more likely than not that a substantial portion of the Company's deferred tax assets will be realized. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company’s effective income tax rate was approximately 50.8% and 25.9% for the three months ended September 30, 2021 and 2020, respectively. The Company’s effective income tax rate was approximately 44.4% and 13.6% for the nine months ended September 30, 2021 and 2020, respectively. The effective income tax rate for the three months ended September 30, 2021, was higher than the statutory rate due to a $1.2 million valuation allowance recorded during the period related to various state deferred tax assets and earnings in jurisdictions with higher income tax rates than the United States. The effective income tax rate for the three months ended September 30, 2020 approximated the statutory rate, as the favorable impact of the CARES Act was offset by the unfavorable impact of taxes in other jurisdictions and other permanent book to tax differences. The effective income tax rate for the nine months ended September 30, 2021 was higher than the statutory rate due to a $1.2 million valuation allowance recorded during the period which was related to various state deferred tax assets offset by the capitalization of certain non-US intercompany balances which resulted in a deductible foreign exchange loss in the US. The effective income tax rate for the nine months ended September 30, 2020 was lower than the statutory rate primarily due to the income tax benefits of the CARES Act, partially offset by impairments for which the Company did not realize income tax benefits. Recent Accounting Pronouncements On January 1, 2021, the Company adopted new guidance to simplify the accounting for income taxes by, among other things, removing certain exceptions related to intra-period tax allocations, interim calculations and the recognition of deferred tax liabilities for outside basis differences. The guidance did not have a material impact on the Company's consolidated financial statements. In March 2020 and updated in January 2021, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating applicable contracts and the available expedients provided by the new guidance.

Revenue

9 Months Ended

Sep. 30, 2021

Revenue from Contract with Customer [Abstract]

Revenue

RevenueThe Company derives the majority of its revenue by providing services on a time and material basis, and are short-term in nature. The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers.

Performance Obligations

The Company provides highly integrated and bundled inspection services to its customers. The majority of the Company's contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and is, therefore, not distinct. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the Company's best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is a relative selling price based on price lists.

Contract modifications are not routine in the performance of the Company's contracts. Generally, when contracts are modified, the modification is to account for changes in scope to the goods and services that are provided. In most instances, contract modifications are for goods or services that are distinct, and, therefore, are accounted for as a separate contract.

The Company's performance obligations are satisfied over time as work progresses or at a point in time. The majority of the Company's revenue is recognized over time as work progresses for the Company's service deliverables, which includes providing testing, inspection and mechanical services to our customers. Revenue is recognized over time, based on time and material incurred to date which best portrays the transfer of control to the customer. The Company also utilizes an available practical expedient that provides for revenue to be recognized in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. Fixed fee arrangements are determined based on expected labor, material, and overhead to be consumed on fulfillment of such services. For these arrangements, revenue is recognized on a cost-to-cost method tracked on an input basis.

The majority of our revenue recognized at a point in time is related to product sales when the customer obtains control of the asset, which is generally upon shipment to the customer. Contract costs include labor, material and overhead.

The Company expects any significant remaining performance obligations to be satisfied within one year.

Contract Estimates

The majority of the Company's revenues are short-term in nature. The Company enters into master service agreements (MSAs) with customers that specify an overall framework and contract terms. The actual contracting to provide services or furnish products are triggered by a work order, purchase order, or some similar document issued pursuant to a MSA which sets forth the scope of services and/or identifies the products to be provided. From time-to-time, the Company may enter into longer-term contracts, which can range from several months to several years. Revenue on certain contracts is recognized as work is performed based on total costs incurred to date in relation to the total estimated costs for the performance of the contract at completion. This includes contract estimates of costs to be incurred for the performance of the contract. Cost estimation is based upon the professional knowledge and experience of the Company's project managers, engineers and financial professionals. Factors that are considered in estimating the work to be completed include the availability of materials, the effect of any delays in the Company's project performance and the recoverability of any claims. Whenever revisions of estimates, contract costs and/or contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period.

Revenue by Category

The following series of tables present the Company's disaggregated revenue:

Revenue by industry was as follows:


Three Months Ended September 30, 2021	Services		International		Products		Corp/Elim		Total
Oil & Gas	$	88,508	$	8,620	$	370	$	—	$	97,498
Aerospace & Defense	12,717		3,897		101		—		16,715
Industrials	10,560		6,693		336		—		17,589
Power Generation & Transmission	11,412		2,615		660		—		14,687
Other Process Industries	8,819		3,035		32		—		11,886
Infrastructure, Research & Engineering	7,136		2,467		808		—		10,411
Other	5,824		1,773		1,001		(2,828)		5,770
Total	$	144,976	$	29,100	$	3,308	$	(2,828)	$	174,556


Three Months Ended September 30, 2020	Services		International		Products		Corp/Elim		Total
Oil & Gas	$	72,195	$	9,749	$	51	$	—	$	81,995
Aerospace & Defense	10,904		3,676		72		—		14,652
Industrials	12,209		5,261		442		—		17,912
Power Generation & Transmission	9,053		2,054		390		—		11,497
Other Process Industries	6,023		2,373		85		—		8,481
Infrastructure, Research & Engineering	5,309		2,245		1,223		—		8,777
Other	4,028		1,119		1,669		(2,236)		4,580
Total	$	119,721	$	26,477	$	3,932	$	(2,236)	$	147,894


Nine Months Ended September 30, 2021	Services		International		Products		Corp/Elim		Total
Oil & Gas	$	264,959	$	26,208	$	638	$	—	$	291,805
Aerospace & Defense	37,319		12,341		165		—		49,825
Industrials	30,621		17,736		1,081		—		49,438
Power Generation & Transmission	27,019		7,776		2,249		—		37,044
Other Process Industries	27,031		9,574		76		—		36,681
Infrastructure, Research & Engineering	15,479		9,477		2,777		—		27,733
Other	11,823		5,587		2,513		(6,481)		13,442
Total	$	414,251	$	88,699	$	9,499	$	(6,481)	$	505,968



Nine Months Ended September 30, 2020	Services		International		Products		Corp/Elim		Total
Oil & Gas	$	214,773	$	26,192	$	214	$	—	$	241,179
Aerospace & Defense	39,804		14,686		370		—		54,860
Industrials	35,374		13,997		1,349		—		50,720
Power Generation & Transmission	21,800		4,958		1,888		—		28,646
Other Process Industries	17,026		7,103		162		—		24,291
Infrastructure, Research & Engineering	12,820		6,726		3,683		—		23,229
Other	7,674		3,225		3,080		(5,110)		8,869
Total	$	349,271	$	76,887	$	10,746	$	(5,110)	$	431,794

Revenue per key geographic location was as follows:


Three Months Ended September 30, 2021	Services		International		Products		Corp/Elim		Total
United States	$	122,506	$	221	$	1,562	$	(1,341)	$	122,948
Other Americas	21,681		1,446		133		(610)		22,650
Europe	491		26,378		499		(748)		26,620
Asia-Pacific	298		1,055		1,114		(129)		2,338
Total	$	144,976	$	29,100	$	3,308	$	(2,828)	$	174,556


Three Months Ended September 30, 2020	Services		International		Products		Corp/Elim		Total
United States	100,586		$	193	$	1,538	$	(912)	$	101,405
Other Americas	18,767		1,100		75		(124)		19,818
Europe	350		24,790		1,002		(1,088)		25,054
Asia-Pacific	18		394		1,317		(112)		1,617
Total	$	119,721	$	26,477	$	3,932	$	(2,236)	$	147,894


Nine Months Ended September 30, 2021	Services		International		Products		Corp/Elim		Total
United States	$	349,814	$	670	$	4,690	$	(2,627)	$	352,547
Other Americas	61,847		3,772		301		(1,482)		64,438
Europe	1,381		82,356		1,462		(2,105)		83,094
Asia-Pacific	1,209		1,901		3,046		(267)		5,889
Total	$	414,251	$	88,699	$	9,499	$	(6,481)	$	505,968



Nine Months Ended September 30, 2020	Services		International		Products		Corp/Elim		Total
United States	298,372		$	507	$	5,150	$	(2,433)	$	301,596
Other Americas	49,548		3,564		425		(370)		53,167
Europe	721		71,056		1,930		(2,129)		71,578
Asia-Pacific	630		1,760		3,241		(178)		5,453
Total	$	349,271	$	76,887	$	10,746	$	(5,110)	$	431,794

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheets. Amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, generally at periodic intervals (e.g., weekly, bi-weekly or monthly). Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, the Company sometimes receives advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are aggregated on an individual contract basis and reported on the Consolidated Balance Sheets at the end of each reporting period within accounts receivable, net or accrued expenses and other current liabilities.

Revenue recognized during the nine months ended September 30, 2021 and 2020 that was included in the contract liability balance at the beginning of such year was $4.4 million for each period. Changes in the contract asset and liability balances during these periods were not materially impacted by any other factors. The Company applies a practical expedient to expense incremental costs incurred related to obtaining a contract. The Company’s expenses are expected to be amortized over a period less than one year.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Share-Based Compensation

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

The Company has share-based incentive awards outstanding to its eligible employees and non-employee directors under two equity incentive plans: (i) the 2009 Long-Term Incentive Plan (the "2009 Plan") and (ii) the 2016 Long-Term Incentive Plan (the "2016 Plan"). No further awards may be granted under the 2009 Plan, although one stock option award granted under the 2009 Plan remains outstanding in accordance with its terms. Awards granted under the 2016 Plan may be in the form of stock options, restricted stock units and other forms of share-based incentives, including performance restricted stock units, stock appreciation rights and deferred stock rights. At the annual shareholders meeting on May 19, 2020, the Company’s shareholders approved an amendment to increase the total number of shares that may be issued under the 2016 Plan by 2.0 million, for a total of 3.7 million shares that are authorized for issuance under the 2016 Plan.

Stock Options

For each of the three and nine months ended September 30, 2021 and 2020, the Company did not recognize any share-based compensation expense related to the stock option award, as the one outstanding stock option award was already fully vested. No unrecognized compensation costs remained related to the stock option award as of September 30, 2021.

The following table sets forth a summary of the stock option activity, weighted-average exercise prices and options outstanding as of September 30, 2021 and 2020:


	Nine months ended September 30,
	2021			2020
	Common Stock Options	Weighted Average Exercise Price		Common Stock Options	Weighted Average Exercise Price
Outstanding at beginning of period:	5	$	22.35	5	$	22.35
Granted	—	$	—	—	$	—
Exercised	—	$	—	—	$	—
Expired or forfeited	—	$	—	—	$	—
Outstanding at end of period:	5	$	22.35	5	$	22.35

Restricted Stock Unit Awards

For the three months ended September 30, 2021 and September 30, 2020, the Company recognized share-based compensation expense related to restricted stock unit awards of $0.9 million and $1.1 million, respectively. For the nine months ended September 30, 2021 and 2020, the Company recognized share-based compensation expense related to restricted stock unit awards of $2.7 million and $3.2 million, respectively. As of September 30, 2021, there was $6.8 million of unrecognized compensation costs, net of estimated forfeitures, related to restricted stock unit awards, which is expected to be recognized over a remaining weighted-average period of 2.6 years. Upon vesting, restricted stock units are generally net share-settled to cover the required withholding tax and the remaining amount is converted into an equivalent number of shares of common stock.

A summary of the vesting activity of restricted stock unit awards, with the respective fair value of the awards, is as follows:


	Nine months ended September 30,
	2021		2020
Restricted stock awards vested	238		183
Fair value of awards vested	$	2,670	$	719

A summary of the fully-vested common stock the Company issued to its six non-employee directors, in connection with its non-employee director compensation plan, is as follows:


	Nine months ended September 30,
	2021		2020
Awards issued	51		68
Grant date fair value of awards issued	$	525	$	326

A summary of the Company's outstanding, non-vested restricted share units is as follows:


	Nine months ended September 30,
	2021			2020
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	1,076	$	7.41	559	$	16.92
Granted	528	$	10.07	557	$	3.77
Released	(238)	$	10.98	(183)	$	18.44
Forfeited	(53)	$	8.90	(32)	$	9.87
Outstanding at end of period:	1,313	$	7.75	901	$	8.72

Performance Restricted Stock Units

The Company maintains Performance Restricted Stock Units (PRSUs) that have been granted to select executives and senior officers whose ultimate payout is based on the Company’s performance over a one-year period based on specific metrics approved by the Compensation Committee of the Board of Directors of the Company.

For 2020, the Compensation Committee approved the following four metrics:

1.Revenue.

2.Adjusted EBITDA defined as net income attributable to the Company plus: interest expense, provision for income taxes, depreciation and amortization, share-based compensation expense and certain acquisition related costs (including transaction due diligence costs and adjustments to the fair value of contingent consideration), foreign exchange (gain) loss and, if applicable, certain special items which are noted).

3.Free Cash Flow as a percentage of revenue.

4.Return on Average Book Equity defined as net income divided by average book value of shareholders equity.

The free cash flow and return on average book equity criteria are relative metrics, the performance of which are based upon how the Company performs relative to a peer group.

For 2021, the Compensation Committee made changes to the Company’s equity incentive compensation plan for its executive officers and approved the new target awards for 2021. For 2021, the three metrics are:

1.Free Cash Flow net cash provided by operating activities less purchases of property, plant, equipment and intangible assets and is subject to adjustments approved by the Compensation Committee.

2.Adjusted EBITDA as defined in the 2020 metric section above.

3.Total Shareholder Return (TSR) measures the total return to shareholders of the Company during 2021 versus the total return to the shareholders of a predefined peer group of companies that provide inspection, testing, certification or similar industrial services. The return will be measured by the year over year percent change in share price. The share prices used to calculate the return are the average share price during the 20-trading day period ending on the initial measurement date (the last 20 trading days of 2020), compared to the average share price during the 20-trading day period ending on the final measurement date (the last 20 trading days of 2021). Any cash dividends or distributions paid in 2021 will be added to calculate the return to shareholders during the year. TSR is considered a market condition for which the fair value of PRSUs with this condition is determined using a Monte Carlo valuation model. Key assumptions in the Monte Carlo valuation model included:

a.Expected Volatility. Expected volatility of the Company’s common stock at the date of grant was estimated based on a historical average volatility rate for the approximate 1-year performance period.

b.Dividend Yield. The dividend yield assumption was based on historical and anticipated dividend payouts (assumed at zero).

c.Risk-Free Interest Rate. The risk-free interest rate assumption was based on observed interest rates consistent with the approximate 1-year performance measurement period.

PRSUs are equity-classified and compensation costs are initially measured using the fair value of the underlying stock at the date of grant. Compensation costs related to the PRSUs are subsequently adjusted for changes in the expected outcomes of the performance conditions. Compensation cost related to the PRSUs with a market condition is not reversed if the market

condition is not achieved, provided the employee requisite service has been rendered. PRSUs generally vest ratably on each of the first four anniversary dates upon completion of the performance period, for a total requisite service period of up to five years and have no dividend rights.

A summary of the Company's PRSU activity is as follows:


	Nine months ended September 30,
	2021			2020
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	333	$	8.84	260	$	16.77
Granted	189	$	12.59	292	$	3.68
Performance condition adjustments	(195)	$	7.83	(145)	$	3.54
Released	(22)	$	13.63	(78)	$	15.43
Forfeited	—	$	—	—	$	—
Outstanding at end of period:	305	$	12.56	329	$	11.09

During the nine months ended September 30, 2021 and September 30, 2020, the Compensation Committee approved the final calculation of the award metrics for calendar year 2020 and calendar year 2019, respectively. As a result, the calendar year 2020 PRSUs decreased by approximately 125,000 units (related to not achieving the 2020 Return on Average Book Equity metric) and the calendar year 2019 PRSUs increased by approximately 1,000 units. Calendar year 2021 PRSUs decreased by 2,000 units during the nine months ended September 30, 2021 based on forecasted results for calendar year 2021.

For the three months ended September 30, 2021 and September 30, 2020, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.3 million and $0.2 million, respectively. For the nine months ended September 30, 2021 and September 30, 2020, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.7 million and $0.8 million, respectively. At September 30, 2021, there was $1.6 million of total unrecognized compensation costs related to approximately 305,000 non-vested PRSUs, which is expected to be recognized over a remaining weighted-average period of 2.2 years.

Earnings (loss) per Share

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Earnings (loss) per Share

Basic earnings (loss) per share is computed by dividing net income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, and (2) the dilutive effect of assumed conversion of equity awards using the treasury stock method. With respect to the number of weighted-average shares outstanding (denominator), diluted shares reflects: (i) the exercise of options to acquire common stock to the extent that the options’ exercise prices are less than the average market price of common shares during the period and (ii) the pro forma vesting of restricted stock units.

The following table sets forth the computations of basic and diluted earnings per share:


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020

Basic income (loss) per share
Numerator:
Net income (loss) attributable to Mistras Group, Inc.	$	3,380	$	1,523	$	3,955	$	(99,642)
Denominator:
Weighted average common shares outstanding	29,619		29,177		29,550		29,086
Basic income (loss) per share	$	0.11	$	0.05	$	0.13	$	(3.43)

Diluted income (loss) per share:
Numerator:
Net income (loss) attributable to Mistras Group, Inc.	$	3,380	$	1,523	$	3,955	$	(99,642)
Denominator:
Weighted average common shares outstanding	29,619		29,177		29,550		29,086
Dilutive effect of stock options outstanding	—		—		—		—
Dilutive effect of restricted stock units outstanding (1)	508		134		543		—
	30,127		29,311		30,093		29,086
Diluted income (loss) per share	$	0.11	$	0.05	$	0.13	$	(3.43)

_______________

(1) For the nine months ended September 30, 2020, 213,000 shares related to restricted stock were excluded from the calculation of diluted EPS due to the net loss for the period.

Acquisitions

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisition-Related Expense

In the course of its acquisition activities, the Company incurs costs in connection with due diligence, such as professional fees, and other expenses. Additionally, the Company adjusts the fair value of acquisition-related contingent consideration liabilities on a quarterly basis. These amounts are reported as Acquisition-related expense, net on the Unaudited Condensed Consolidated Statements of Income (Loss) and were as follows for the three and nine months ended September 30, 2021 and 2020:


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Due diligence, professional fees and other transaction costs	$	—	$	—	$	34	$	—
Adjustments to fair value of contingent consideration liabilities	246		709		1,034		186
Acquisition-related expense, net	$	246	$	709	$	1,068	$	186

The Company's contingent consideration liabilities are included in Accrued expenses and other current liabilities and Other long-term liabilities on the Condensed Consolidated Balance Sheets.

Accounts Receivable, net

9 Months Ended

Sep. 30, 2021

Receivables [Abstract]

Accounts Receivable, net

Accounts receivable consisted of the following:


	September 30, 2021		December 31, 2020

Trade accounts receivable	$	135,644	$	115,841
Allowance for credit losses	(7,945)		(8,213)
Accounts receivable, net	$	127,699	$	107,628

The Company had $21.0 million and $11.9 million of unbilled revenue accrued as of September 30, 2021 and December 31, 2020, respectively. These amounts are included in the trade accounts receivable balances above. Unbilled revenue is generally billed in the subsequent quarter to their revenue recognition. The Company considers unbilled receivables as short-term in nature as they are normally converted to trade receivables within 90 days, thus future changes in economic conditions will not have a significant effect on the credit loss estimate.

The Company was contracted to perform inspections of welds on various pipeline projects in Texas for a customer. As of December 31, 2019, approximately $1.4 million of past due receivables were outstanding from this customer. The Company received notice from the customer in December 2019, alleging that the work performed was not in compliance with the contract. The Company recorded a full reserve for this receivable during 2019 and the status of this situation has not changed since 2019. See Note 14-Commitments and Contingencies for additional details.

Property, Plant and Equipment, net

9 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, net

Property, plant and equipment consisted of the following:


	Useful Life (Years)	September 30, 2021		December 31, 2020

Land		$	2,776	$	2,724
Buildings and improvements	30-40	25,057		25,731
Office furniture and equipment	5-8	20,697		19,902
Machinery and equipment	5-7	246,422		234,331
		294,952		282,688
Accumulated depreciation and amortization		(204,586)		(190,007)
Property, plant and equipment, net		$	90,366	$	92,681

Depreciation expense for the three months ended September 30, 2021 and 2020 was approximately $6.1 million and $6.2 million, respectively.

Depreciation expense for the nine months ended September 30, 2021 and September 30, 2020 was $18.4 million and $18.3 million, respectively.

Goodwill

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Changes in the carrying amount of goodwill by segment is shown below:


	Services		International		Products and Systems		Total
Balance at December 31, 2020	$	190,112	$	15,896	$	—	$	206,008
Goodwill acquired during the period	280		—		—		280

Adjustments to preliminary purchase price allocations	—		—		—		—
Foreign currency translation	189		(820)		—		(631)
Balance at September 30, 2021	$	190,581	$	15,076	$	—	$	205,657

The Company reviews goodwill for impairment on a reporting unit basis on October 1 of each year and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.

During the first quarter of 2020, the Company’s market capitalization declined significantly compared to the fourth quarter of 2019. Over the same period, the equity value of the Company’s peer group, and the overall U.S. stock market also declined significantly amid market volatility. In addition, oil prices had dropped significantly. These declines were driven in large part by the uncertainty surrounding the COVID-19 pandemic and other macroeconomic events such as the geopolitical tensions between OPEC and Russia. Based on these factors, the Company concluded that multiple triggering events occurred and, accordingly, an interim quantitative goodwill impairment test was performed as of the testing date for each reporting unit as of March 31, 2020 (“testing date”). During the first quarter of 2020, the Company also performed an analysis to determine any impairment of long-lived assets (see Note 9-Intangible Assets) based on the triggering events noted above.

Based upon the results of the interim quantitative goodwill impairment test during the first quarter of 2020, the Company recorded an aggregate impairment charge of $77.1 million, which consisted of $57.2 million in the services reporting unit within the Services segment, and $19.3 million in the European reporting unit and $0.6 million in the Brazilian reporting unit, both within the International segment. The impairment was calculated based on the difference between the estimated fair value and the carrying value of the reporting units and are included in Impairment charges on the Unaudited Condensed Consolidated Statements of Income (Loss) for the three months ended March 31, 2020. Subsequent to March 31, 2020 through September 30, 2021, the Company did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable. Significant adverse changes in future periods could negatively affect the Company's key assumptions and may result in future goodwill impairment charges which could be material.

The Company's cumulative goodwill impairment as of September 30, 2021 and December 31, 2020 was $100.2 million, of which $57.2 million related to the Services segment, $29.8 million related to the International segment and $13.2 million related to the Products and Systems segment.

Intangible Assets

9 Months Ended

Sep. 30, 2021

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

The gross amount, accumulated amortization and net carrying amount of intangible assets were as follows:


		September 30, 2021				December 31, 2020
	Useful Life (Years)	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Impairment		Net Carrying Amount

Customer relationships	5-18	$	112,596	$	(79,208)	$	33,388	$	116,101	$	(75,649)	$	(2,206)	$	38,246
Software/Technology	3-15	52,013		(25,726)		26,287		77,326		(23,519)		(25,874)		27,933
Covenants not to compete	2-5	12,624		(12,350)		274		12,833		(12,162)		(212)		459
Other	2-12	10,698		(8,952)		1,746		11,120		(8,614)		(502)		2,004
Total		$	187,931	$	(126,236)	$	61,695	$	217,380	$	(119,944)	$	(28,794)	$	68,642

Amortization expense for the three months ended September 30, 2021 and 2020 was approximately $2.4 million and $2.6 million, respectively.

Amortization expense for the nine months ended September 30, 2021 and September 30, 2020 was $7.3 million and $8.5 million, respectively.

As described in Note 8-Goodwill, during the first quarter of 2020, there were negative market indicators that were determined to be triggering events indicating a potential impairment of certain long-lived assets within asset groups in the Services, International, and Products and Systems segments, as well as Corporate. The asset groups are groupings of assets and liabilities determined at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability testing indicated that certain intangible assets and right of use assets (See Note 13-Leases) were potentially impaired. For asset groups that required an impairment measurement, similar to the valuations performed to determine the goodwill impairment, the Company used income and market approaches to estimate the fair value of the long-lived assets, which requires significant judgment in evaluation of the useful lives of the assets, economic and industry trends, estimated future cash flows, discount rates, and other factors. The result of the analysis was an aggregate impairment charge of $28.8 million, which consisted of $25.9 million to software/technology, $2.2 million to customer relationships, $0.5 million to other intangibles and $0.2 million to covenants not to compete, all of which are in the Services reporting unit within the Services segment and are included in Impairment charges on the Unaudited Condensed Consolidated Statements of Income (Loss) for the nine months ended September 30, 2020.

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	September 30, 2021		December 31, 2020

Accrued salaries, wages and related employee benefits	$	38,470	$	30,214
Contingent consideration, current portion	1,736		1,300
Accrued workers’ compensation and health benefits	3,654		3,948
Deferred revenue	7,143		6,538
Pension accrual	2,519		2,519
Right-of-use liability - Operating	9,871		10,348
Other accrued expenses	24,919		23,633
Total	$	88,312	$	78,500

Long-Term Debt

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Long-Term Debt

Long-term debt consisted of the following:


	September 30, 2021		December 31, 2020

Senior credit facility	$	128,522	$	120,312
Senior secured term loan, net of unamortized debt issuance costs of $0.3 million and $0.3 million, respectively	80,388		89,745

Other	6,944		10,159
Total debt	215,854		220,216
Less: Current portion	(18,988)		(10,678)
Long-term debt, net of current portion	$	196,866	$	209,538

Senior Credit Facility

The Company has a credit agreement with its banking group (as amended, the "Credit Agreement") which provides the Company with a revolving line of credit and a $100 million senior secured term loan A facility with a balance of $80.4 million as of September 30, 2021. Pursuant to the Amendment described below, the revolving line of credit was reduced from $165 million to $155 million on September 30, 2021 and will be reduced to $150 million on December 31, 2021. Both the revolving line of credit and the term loan A facility under the Credit Agreement have a maturity date of December 12, 2023.

On May 19, 2021, the Company entered into the Fifth Amendment (the “Amendment”) to the Credit Agreement. The Amendment made the following changes:

•Removed the LIBOR floor of 1.0%, which provided that if LIBOR is below 1.0%, the interest rate will be calculated as if LIBOR is 1.0%. Now the actual LIBOR rate is used to calculate interest, even if LIBOR is below 1.0%. The LIBOR margins and base rate margins are unchanged but are based upon the new Total Consolidated Debt Leverage Ratio (defined below); previously the margin was based upon the Funded Debt Leverage Ratio.

•Requires the Company to maintain a Total Consolidated Debt Leverage Ratio not to exceed 4.00 to 1.0 as of the end of each quarter through the quarter ending March 31, 2022, and for each quarter thereafter the ratio shall not exceed 3.50 to 1.0.

◦Total Consolidated Debt Leverage Ratio means the ratio of (a) Total Consolidated Debt to (b) EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters.

◦Total Consolidated Debt means all indebtedness (including subordinated debt) of the Company on a consolidated basis (with a limited exception).

•If the Company incurs certain subordinated debt or other permitted indebtedness, then the Company must maintain a Total Consolidated Debt Leverage Ratio not to exceed 4.50 to 1.0 and maintain a ratio of Senior Debt to EBITDA not to exceed 3.50 to 1.00, with Senior Debt being Total Consolidated Debt, less permitted subordinated debt.

•The Company must repay loans under the Credit Agreement with the net proceeds from certain dispositions of assets under certain circumstances and limits investments in non-guarantor subsidiaries under certain circumstances if the Company’s Total Consolidated Leverage Ratio is above 3.5 to 1.0.

•Quarterly payments on the term loan increased to $3.75 million through March 31, 2022, then to $5.0 million for each quarterly payment thereafter and a final balloon payment at maturity.

As a result of the borrowing capacity reduction on the revolving loan line of credit, the Company expensed $0.1 million in unamortized capitalized debt issuance costs during the nine months ended September 30, 2021, which was included in Selling, general and administrative expenses on the Unaudited Condensed Consolidated Statements of Income (Loss). The Company incurred $0.5 million in financing costs for the Amendment, of which $0.2 million of third party costs were expensed and included in Selling, general and administrative expenses on the Unaudited Condensed Consolidated Statements of Income (Loss).

Under the Credit Agreement, the Company may borrow up to $100 million in non-U.S. Dollar currencies and use up to $20 million of the credit limit for the issuance of letters of credit.

As of September 30, 2021, the Company had borrowings of $209.2 million and a total of $4.3 million of letters of credit outstanding under the Credit Agreement. The Company has capitalized costs associated with debt modifications of $1.1 million as of September 30, 2021, which is included in Other Assets on the Condensed Consolidated Balance Sheets and will be amortized into interest expense over the remaining term of the Credit Agreement through December 12, 2023.

As of September 30, 2021, the Company was in compliance with the terms of the Credit Agreement. The Company continuously monitors compliance with the covenants contained in its Credit Agreement. The Company believes that it is probable that the Company will be able to comply with the financial covenants in the Credit Agreement and that sufficient credit remains available under the Credit Agreement to meet the Company's liquidity needs. However, due to the uncertainties being caused by the COVID-19 pandemic, the significant volatility in oil prices, and volatility in the aerospace production, such matters cannot be predicted with certainty.

Other debt

The Company's other debt includes bank financing provided at the local subsidiary level used to support working capital requirements and fund capital expenditures. At September 30, 2021, there was an aggregate of approximately $6.9 million outstanding, payable at various times through 2030. Monthly payments range from $1.0 thousand to $17.0 thousand and interest rates range from 0.4% to 3.5%.

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Company performs fair value measurements in accordance with the guidance provided by ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a three level hierarchy that prioritizes the inputs used to measure fair value.

Financial instruments measured at fair value on a recurring basis

The fair value of contingent consideration liabilities was estimated using a discounted cash flow technique with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include the probability assessments of expected future cash flows related to the acquisitions, appropriately discounted considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the applicable acquisition agreements.

The following table represents the changes in the fair value of Level 3 contingent consideration:


	Nine months ended September 30,
	2021		2020
Beginning balance	$	1,640	$	3,216
Acquisitions	—		200
Payments	(938)		(1,337)
Accretion of liability	—		33
Revaluation	1,034		153
Foreign currency translation	—		(23)
Ending balance	$	1,736	$	2,242

Financial instruments not measured at fair value on a recurring basis

The Company has evaluated current market conditions and borrower credit quality and has determined that the carrying value of its long-term debt approximates fair value. The fair value of the Company’s notes payable and finance lease obligations approximates their carrying amounts based on anticipated interest rates which management believes would currently be available to the Company for similar issuances of debt.

- Definition

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

+ References + Details

Leases

9 Months Ended

Sep. 30, 2021

Leases [Abstract]

Leases

The Company’s Condensed Consolidated Balance Sheets include the following related to operating leases:


Leases	Classification	September 30, 2021		December 31, 2020
Assets
ROU assets	Other Assets	$	42,043	$	46,728

Liabilities
ROU - current	Accrued expenses and other current liabilities	$	9,871	$	10,348
ROU liability - long-term	Other long-term liabilities	33,691		37,689
Total ROU liabilities		$	43,562	$	48,037

Included within the balance of operating leases is a lease for the Company’s headquarters which is with a related party. The ROU liability for this facility was approximately $3.1 million and $3.8 million as of September 30, 2021 and December 31, 2020, respectively. Total rent payments for this facility were approximately $0.3 million and $0.1 million for the three months ended September 30, 2021 and September 30, 2020, respectively. Total rent payments for this facility were approximately $1.0 million and $0.5 million for the nine months ended September 30, 2021 and September 30, 2020, respectively. An agreement was reached with the related party to reduce rental payments by 20% and defer payments for 90 days for the lease of the Company’s headquarters, starting in June 2020 through December 2020 as part of COVID-19 related vendor concessions.

The total ROU assets attributable to finance leases were approximately $14.6 million and $15.8 million as of September 30, 2021 and December 31, 2020, respectively, which is included in Property, plant, and equipment, net on the Condensed Consolidated Balance Sheets.

As described in Note 9-Intangible Assets, the Company performed an analysis to determine whether there was any impairment of long-lived assets, which included the ROU assets, within the Services, International, and Products and Systems operating segments as well as Corporate. The result of the analysis was a $0.2 million impairment of a ROU asset in an asset group within the Services segment which is included in Impairment charges on the Unaudited Condensed Consolidated Statements of Loss for the nine months ended September 30, 2020.

The components of lease costs were as follows:


		Three months ended September 30,				Nine months ended September 30,
	Classification	2021		2020		2021		2020
Finance lease expense
Amortization of ROU assets	Depreciation and amortization	$	1,002	$	1,081	$	3,094	$	3,495
Interest on lease liabilities	Interest expense	177		207		550		650
Operating lease expense	Cost of revenue; Selling, general & administrative expenses	3,239		3,341		9,808		9,970
Short-term lease expense	Cost of revenue; Selling, general & administrative expenses	7		11		22		60
Variable lease expense	Cost of revenue; Selling, general & administrative expenses	532		(4)		1,956		441
Total		$	4,957	$	4,636	$	15,430	$	14,616

Additional information related to leases was as follows:


	Nine months ended September 30,
		2021			2020
Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases
Finance - financing cash flows		$	3,032		$	3,078
Finance - operating cash flows		$	550		$	650
Operating - operating cash flows		$	9,870		$	9,819
ROU assets obtained in the exchange for lease liabilities
Finance leases		$	2,445		$	1,607
Operating leases		$	4,212		$	6,919
Weighted-average remaining lease term (in years)
Finance leases		5.5			5.9
Operating leases		5.3			5.9
Weighted-average discount rate
Finance leases		5.4		%	5.8		%
Operating leases		5.8		%	5.8		%

Maturities of lease liabilities as of September 30, 2021 were as follows:


	Finance		Operating
Remainder of 2021	$	2,023	$	3,165
2022	4,602		11,595
2023	3,711		10,111
2024	2,778		7,843
2025	1,185		5,554
Thereafter	991		12,484
Total	15,290		50,752
Less: Present value discount	1,179		7,190
Lease liability	$	14,111	$	43,562

Leases

The Company’s Condensed Consolidated Balance Sheets include the following related to operating leases:


Leases	Classification	September 30, 2021		December 31, 2020
Assets
ROU assets	Other Assets	$	42,043	$	46,728

Liabilities
ROU - current	Accrued expenses and other current liabilities	$	9,871	$	10,348
ROU liability - long-term	Other long-term liabilities	33,691		37,689
Total ROU liabilities		$	43,562	$	48,037

The components of lease costs were as follows:


		Three months ended September 30,				Nine months ended September 30,
	Classification	2021		2020		2021		2020
Finance lease expense
Amortization of ROU assets	Depreciation and amortization	$	1,002	$	1,081	$	3,094	$	3,495
Interest on lease liabilities	Interest expense	177		207		550		650
Operating lease expense	Cost of revenue; Selling, general & administrative expenses	3,239		3,341		9,808		9,970
Short-term lease expense	Cost of revenue; Selling, general & administrative expenses	7		11		22		60
Variable lease expense	Cost of revenue; Selling, general & administrative expenses	532		(4)		1,956		441
Total		$	4,957	$	4,636	$	15,430	$	14,616

Additional information related to leases was as follows:


	Nine months ended September 30,
		2021			2020
Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases
Finance - financing cash flows		$	3,032		$	3,078
Finance - operating cash flows		$	550		$	650
Operating - operating cash flows		$	9,870		$	9,819
ROU assets obtained in the exchange for lease liabilities
Finance leases		$	2,445		$	1,607
Operating leases		$	4,212		$	6,919
Weighted-average remaining lease term (in years)
Finance leases		5.5			5.9
Operating leases		5.3			5.9
Weighted-average discount rate
Finance leases		5.4		%	5.8		%
Operating leases		5.8		%	5.8		%

Maturities of lease liabilities as of September 30, 2021 were as follows:


	Finance		Operating
Remainder of 2021	$	2,023	$	3,165
2022	4,602		11,595
2023	3,711		10,111
2024	2,778		7,843
2025	1,185		5,554
Thereafter	991		12,484
Total	15,290		50,752
Less: Present value discount	1,179		7,190
Lease liability	$	14,111	$	43,562

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Proceedings and Government Investigations The Company is subject to periodic lawsuits, investigations and claims that arise in the ordinary course of business. The Company cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against it. Except possible losses from the matters described below, the Company does not believe that any currently pending legal proceeding to which the Company is a party will have a material adverse effect on its business, results of operations, cash flows or financial condition. The costs of defense and amounts that may be recovered against the Company may be covered by insurance for certain matters. Litigation and Commercial Claims The Company was contracted to perform inspections of welds on various pipeline projects in Texas for a customer. As of December 31, 2019, approximately $1.4 million of past due receivables were outstanding from this customer. The customer provided the Company with notice in December 2019, alleging that the Company’s inspection of 66 welds (out of approximately 16,000 welds inspected) were not in compliance with the contract, claimed approximately $7.6 million in damages, and requested that the Company pay these damages and any other damages incurred. The Company filed a lawsuit in the District Court of Bexar County, Texas, 37th Judicial District, in an action captioned Mistras Group, Inc. v. Epic Y-Grade Pipeline LP, to recover the $1.4 million and other amounts due to the Company. The customer filed a counterclaim, alleging breach of contract and seeking recovery of its alleged damages. The Company believes that any successful claim by the customer regarding the Company’s workmanship will be covered by insurance, subject to payment of a deductible. At this time, the Company is unable to determine whether it has any liability in connection with this matter and if so, the amount or range of any such liability, and accordingly, has not established any accruals for this matter. Accordingly, the Company recorded a reserve in the amount of $1.4 million during the twelve months ended December 31, 2019 for these past due receivables. Two proceedings have been filed in California Superior Court for the County of Los Angeles regarding alleged violations of the California Labor Code. Both cases are captioned Justin Price v. Mistras Group, Inc., one being a purported class action lawsuit on behalf of current and former Mistras employees in California and the other was filed on behalf of the State of California under the California Private Attorney General Act on the basis of the same alleged violations. Both cases are requesting payment of all damages, including unpaid wages, and various fines and penalties available under California law. On May 4, 2021, the Company agreed to a settlement of all claims in the cases, which was more formally documented pursuant to a settlement agreement completed October 5, 2021. Pursuant to the settlement, the Company will pay $2.3 million to resolve the allegations in these proceedings and will be responsible for the employer portion of payroll taxes on the amount of the settlement allocated to wages. The settlement is subject to court approval and will cover claims for the period from June 2016 through July 31, 2021. The Company recorded expense of approximately $1.6 million during the three months ended March 31, 2021 related to this settlement, which is in addition to expense of $0.8 million the Company recorded during the three months ended December 31, 2020. Pension Related Contingencies Certain of Company’s subsidiaries had significant reductions in their unionized workers in 2018. The collective bargaining agreements for these employees required contributions for these employees to national multi-employer pension funds. The reduction in employees resulted in a subsidiary incurring a complete withdrawal to one of the pension funds under the Employee Retirement Income Security Act of 1974 ("ERISA"), which was fully satisfied in 2019. The Company has determined that the subsidiary is likely to incur partial or complete withdrawal liability to the other pension fund. The balance of the estimated total amount of this potential liability as of September 30, 2021 is approximately $2.5 million, and the charges related to this liability were incurred in 2018 and 2019. Severance and labor disputes During December 2019, the Company executed an agreement to sell the rights of certain customer "staff leasing" contracts related to its German subsidiary for total consideration of approximately $0.1 million, effective January 1, 2020. No other assets or liabilities other than those employee benefits related to employees working on the customer contracts were included in the sale. As of September 30, 2021, the Company has approximately $0.1 million of accrued estimated severance payment obligations, which takes into account the Company's estimate with respect to the employees that have been or will be transitioned to the German subsidiaries' other customers. The $0.1 million of estimated obligations is net of $0.4 million in payments made and $1.0 million in reversals due to employees being transitioned to customer contracts. The Company was entitled to indemnification on certain labor claims from the sellers of a company acquired by its Brazilian subsidiary. The Company and the sellers entered into a settlement agreement for approximately $1.0 million, which provided for payment in two installments, the first for approximately 31% of the settlement and the second for the remaining 69%. The first installment in the amount of approximately $0.3 million was paid by the sellers in December 2020 and the Company recognized that amount as a gain in selling, general and administrative expenses in the same period. The remaining payment for $0.6 million was received in the first quarter of 2021 and the Company recognized that amount as a gain in selling, general and administrative expenses in the same period. Acquisition and disposition related contingencies The Company is liable for contingent consideration in connection with certain of its acquisitions. As of September 30, 2021, total potential acquisition-related contingent consideration ranged from zero to approximately $2.8 million and would be payable upon the achievement of specific performance metrics by certain of the acquired companies over the next twelve months. During 2018, the Company sold a subsidiary in the Products and Systems segment. As part of the sale, the Company entered into a three-year agreement to purchase products from the buyer, with a cumulative commitment of $2.3 million, of which $1.0 million is remaining as of September 30, 2021. The agreement is based on third-party pricing and the Company's planned purchase requirements over the three-year purchase period to meet the minimum contractual purchases. On August 3, 2021, the Company entered into an agreement and extended the period by twelve months.

Segment Disclosure

9 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Segment Disclosure

The Company’s three operating segments are:

•Services. This segment provides asset protection solutions predominantly in North America, with the largest concentration in the United States, followed by Canada, consisting primarily of NDT, inspection, mechanical and engineering services that are used to evaluate the safety, structural integrity and reliability of critical energy, industrial and public infrastructure and commercial aerospace components. Software, digital and data services are included in this segment.

•International. This segment offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment.

•Products and Systems. This segment designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States.

Costs incurred for general corporate services, including finance, legal, and certain other costs that are provided to the segments are reported within Corporate and eliminations. Sales to the International segment from the Products and Systems segment and subsequent sales by the International segment of the same items are recorded and reflected in the operating performance of both segments. Additionally, engineering charges and royalty fees charged to the Services and International segments by the Products and Systems segment are reflected in the operating performance of each segment.

The accounting policies of the reportable segments are the same as those described in Note 1-Description of Business and Basis of Presentation. Segment income from operations is one of the primary performance measures used by the chief operating decision maker, to assess the performance of each segment and make resource allocation decisions. Certain general and administrative costs such as human resources, information technology and training are allocated to the segments. Segment income from operations excludes interest and other financial charges and income taxes. Corporate and other assets are comprised principally of cash, deposits, property, plant and equipment, domestic deferred taxes, deferred charges and other assets. Corporate loss from operations consists of administrative charges related to corporate personnel and other charges that cannot be readily identified for allocation to a particular segment.

Selected consolidated financial information by segment for the periods shown was as follows: (with intercompany transactions eliminated in Corporate and eliminations)


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Revenue
Services	$	144,976	$	119,721	$	414,251	$	349,271
International	29,100		26,477		88,699		76,887
Products and Systems	3,308		3,932		9,499		10,746
Corporate and eliminations	(2,828)		(2,236)		(6,481)		(5,110)
	$	174,556	$	147,894	$	505,968	$	431,794


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Gross profit
Services	$	41,749	$	37,603	$	116,587	$	103,780
International	9,038		8,197		26,278		21,612
Products and Systems	1,422		1,628		4,655		3,834
Corporate and eliminations	7		(44)		33		(40)
	$	52,216	$	47,384	$	147,553	$	129,186

Income (loss) from operations by operating segment includes intercompany transactions, which are eliminated in Corporate and eliminations.


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Income (loss) from operations
Services	$	16,085	$	13,599	$	38,991	$	(57,058)
International	1,169		(66)		2,158		(22,422)
Products and Systems	(281)		(160)		(653)		(1,936)
Corporate and eliminations	(7,737)		(7,631)		(24,632)		(24,453)
	$	9,236	$	5,742	$	15,864	$	(105,869)


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Depreciation and amortization
Services	$	6,192	$	6,315	$	18,517	$	19,601
International	2,167		2,216		6,552		6,433
Products and Systems	221		248		664		756
Corporate and eliminations	(72)		(17)		(28)		(31)
	$	8,508	$	8,762	$	25,705	$	26,759


	September 30, 2021		December 31, 2020
Intangible assets, net
Services	$	53,634	$	58,917
International	6,911		8,664
Products and Systems	1,095		1,012
Corporate and eliminations	55		49
	$	61,695	$	68,642


	September 30, 2021		December 31, 2020
Total assets
Services	$	429,650	$	427,636
International	115,787		129,228
Products and Systems	10,601		10,996
Corporate and eliminations	31,190		15,453
	$	587,228	$	583,313

Refer to Note 2–Revenue, for revenue by geographic area for the three and nine months ended September 30, 2021 and 2020.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Description of Business and Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The Unaudited Condensed Consolidated Financial Statements contained in this report have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and Securities and Exchange Commission guidance allowing for reduced disclosure for interim periods. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods of the years ending December 31, 2021 and December 31, 2020. Certain items included in these statements are based on management’s estimates. Actual results may differ from those estimates. The results of operations for any interim period are not necessarily indicative of the results expected for the year. The accompanying Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the notes to the Audited Consolidated Financial Statements contained in the Company's 2020 Annual Report on Form 10-K ("2020 Annual Report").
Principles of Consolidation	Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of Mistras Group, Inc. as well as its wholly-owned subsidiaries, majority-owned subsidiaries and consolidated variable interest entities (VIE). For subsidiaries in which the Company’s ownership interest is less than 100%, the non-controlling interests are reported in stockholders’ equity in the accompanying Condensed Consolidated Balance Sheets. The non-controlling interests in net results, net of tax, is classified separately in the accompanying Unaudited Condensed Consolidated Statements of Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations of companies acquired are included from the date of acquisition.
Reclassification	Reclassification Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have a material effect on the Company's financial condition or results of operations as previously reported.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of our assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. Our net deferred tax assets primarily consist of net operating loss carry forwards, or NOLs. A valuation allowance is provided if it is more likely than not that some or all of a deferred income tax asset will not be realized. A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the current and prior years. As of September 30, 2021, management concluded that it is more likely than not that a substantial portion of the Company's deferred tax assets will be realized. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company’s effective income tax rate was approximately 50.8% and 25.9% for the three months ended September 30, 2021 and 2020, respectively. The Company’s effective income tax rate was approximately 44.4% and 13.6% for the nine months ended September 30, 2021 and 2020, respectively. The effective income tax rate for the three months ended September 30, 2021, was higher than the statutory rate due to a $1.2 million valuation allowance recorded during the period related to various state deferred tax assets and earnings in jurisdictions with higher income tax rates than the United States. The effective income tax rate for the three months ended September 30, 2020 approximated the statutory rate, as the favorable impact of the CARES Act was offset by the unfavorable impact of taxes in other jurisdictions and other permanent book to tax differences. The effective income tax rate for the nine months ended September 30, 2021 was higher than the statutory rate due to a $1.2 million valuation allowance recorded during the period which was related to various state deferred tax assets offset by the capitalization of certain non-US intercompany balances which resulted in a deductible foreign exchange loss in the US. The effective income tax rate for the nine months ended September 30, 2020 was lower than the statutory rate primarily due to the income tax benefits of the CARES Act, partially offset by impairments for which the Company did not realize income tax benefits.
Recent Accounting Pronouncements	Recent Accounting Pronouncements On January 1, 2021, the Company adopted new guidance to simplify the accounting for income taxes by, among other things, removing certain exceptions related to intra-period tax allocations, interim calculations and the recognition of deferred tax liabilities for outside basis differences. The guidance did not have a material impact on the Company's consolidated financial statements. In March 2020 and updated in January 2021, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating applicable contracts and the available expedients provided by the new guidance.
Revenue	RevenueThe Company derives the majority of its revenue by providing services on a time and material basis, and are short-term in nature. The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. Performance Obligations The Company provides highly integrated and bundled inspection services to its customers. The majority of the Company's contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and is, therefore, not distinct. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the Company's best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is a relative selling price based on price lists. Contract modifications are not routine in the performance of the Company's contracts. Generally, when contracts are modified, the modification is to account for changes in scope to the goods and services that are provided. In most instances, contract modifications are for goods or services that are distinct, and, therefore, are accounted for as a separate contract. The Company's performance obligations are satisfied over time as work progresses or at a point in time. The majority of the Company's revenue is recognized over time as work progresses for the Company's service deliverables, which includes providing testing, inspection and mechanical services to our customers. Revenue is recognized over time, based on time and material incurred to date which best portrays the transfer of control to the customer. The Company also utilizes an available practical expedient that provides for revenue to be recognized in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. Fixed fee arrangements are determined based on expected labor, material, and overhead to be consumed on fulfillment of such services. For these arrangements, revenue is recognized on a cost-to-cost method tracked on an input basis. The majority of our revenue recognized at a point in time is related to product sales when the customer obtains control of the asset, which is generally upon shipment to the customer. Contract costs include labor, material and overhead. The Company expects any significant remaining performance obligations to be satisfied within one year. Contract Estimates The majority of the Company's revenues are short-term in nature. The Company enters into master service agreements (MSAs) with customers that specify an overall framework and contract terms. The actual contracting to provide services or furnish products are triggered by a work order, purchase order, or some similar document issued pursuant to a MSA which sets forth the scope of services and/or identifies the products to be provided. From time-to-time, the Company may enter into longer-term contracts, which can range from several months to several years. Revenue on certain contracts is recognized as work is performed based on total costs incurred to date in relation to the total estimated costs for the performance of the contract at completion. This includes contract estimates of costs to be incurred for the performance of the contract. Cost estimation is based upon the professional knowledge and experience of the Company's project managers, engineers and financial professionals. Factors that are considered in estimating the work to be completed include the availability of materials, the effect of any delays in the Company's project performance and the recoverability of any claims. Whenever revisions of estimates, contract costs and/or contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheets. Amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, generally at periodic intervals (e.g., weekly, bi-weekly or monthly). Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, the Company sometimes receives advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are aggregated on an individual contract basis and reported on the Consolidated Balance Sheets at the end of each reporting period within accounts receivable, net or accrued expenses and other current liabilities. Unbilled revenue is generally billed in the subsequent quarter to their revenue recognition. The Company considers unbilled receivables as short-term in nature as they are normally converted to trade receivables within 90 days, thus future changes in economic conditions will not have a significant effect on the credit loss estimate.
Earnings (loss) per Share	Earnings (loss) per Share Basic earnings (loss) per share is computed by dividing net income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, and (2) the dilutive effect of assumed conversion of equity awards using the treasury stock method. With respect to the number of weighted-average shares outstanding (denominator), diluted shares reflects: (i) the exercise of options to acquire common stock to the extent that the options’ exercise prices are less than the average market price of common shares during the period and (ii) the pro forma vesting of restricted stock units.
Fair Value Measurements	Fair Value Measurements The Company performs fair value measurements in accordance with the guidance provided by ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a three level hierarchy that prioritizes the inputs used to measure fair value. Financial instruments measured at fair value on a recurring basis The fair value of contingent consideration liabilities was estimated using a discounted cash flow technique with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include the probability assessments of expected future cash flows related to the acquisitions, appropriately discounted considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the applicable acquisition agreements. Financial instruments not measured at fair value on a recurring basis The Company has evaluated current market conditions and borrower credit quality and has determined that the carrying value of its long-term debt approximates fair value. The fair value of the Company’s notes payable and finance lease obligations approximates their carrying amounts based on anticipated interest rates which management believes would currently be available to the Company for similar issuances of debt.
Segment Disclosure	Segment Disclosure The Company’s three operating segments are: •Services. This segment provides asset protection solutions predominantly in North America, with the largest concentration in the United States, followed by Canada, consisting primarily of NDT, inspection, mechanical and engineering services that are used to evaluate the safety, structural integrity and reliability of critical energy, industrial and public infrastructure and commercial aerospace components. Software, digital and data services are included in this segment. •International. This segment offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment. •Products and Systems. This segment designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States. Costs incurred for general corporate services, including finance, legal, and certain other costs that are provided to the segments are reported within Corporate and eliminations. Sales to the International segment from the Products and Systems segment and subsequent sales by the International segment of the same items are recorded and reflected in the operating performance of both segments. Additionally, engineering charges and royalty fees charged to the Services and International segments by the Products and Systems segment are reflected in the operating performance of each segment. The accounting policies of the reportable segments are the same as those described in Note 1-Description of Business and Basis of Presentation. Segment income from operations is one of the primary performance measures used by the chief operating decision maker, to assess the performance of each segment and make resource allocation decisions. Certain general and administrative costs such as human resources, information technology and training are allocated to the segments. Segment income from operations excludes interest and other financial charges and income taxes. Corporate and other assets are comprised principally of cash, deposits, property, plant and equipment, domestic deferred taxes, deferred charges and other assets. Corporate loss from operations consists of administrative charges related to corporate personnel and other charges that cannot be readily identified for allocation to a particular segment.

Revenue (Tables)

9 Months Ended

Sep. 30, 2021

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenues

The following series of tables present the Company's disaggregated revenue:

Revenue by industry was as follows:


Three Months Ended September 30, 2021	Services		International		Products		Corp/Elim		Total
Oil & Gas	$	88,508	$	8,620	$	370	$	—	$	97,498
Aerospace & Defense	12,717		3,897		101		—		16,715
Industrials	10,560		6,693		336		—		17,589
Power Generation & Transmission	11,412		2,615		660		—		14,687
Other Process Industries	8,819		3,035		32		—		11,886
Infrastructure, Research & Engineering	7,136		2,467		808		—		10,411
Other	5,824		1,773		1,001		(2,828)		5,770
Total	$	144,976	$	29,100	$	3,308	$	(2,828)	$	174,556


Three Months Ended September 30, 2020	Services		International		Products		Corp/Elim		Total
Oil & Gas	$	72,195	$	9,749	$	51	$	—	$	81,995
Aerospace & Defense	10,904		3,676		72		—		14,652
Industrials	12,209		5,261		442		—		17,912
Power Generation & Transmission	9,053		2,054		390		—		11,497
Other Process Industries	6,023		2,373		85		—		8,481
Infrastructure, Research & Engineering	5,309		2,245		1,223		—		8,777
Other	4,028		1,119		1,669		(2,236)		4,580
Total	$	119,721	$	26,477	$	3,932	$	(2,236)	$	147,894


Nine Months Ended September 30, 2021	Services		International		Products		Corp/Elim		Total
Oil & Gas	$	264,959	$	26,208	$	638	$	—	$	291,805
Aerospace & Defense	37,319		12,341		165		—		49,825
Industrials	30,621		17,736		1,081		—		49,438
Power Generation & Transmission	27,019		7,776		2,249		—		37,044
Other Process Industries	27,031		9,574		76		—		36,681
Infrastructure, Research & Engineering	15,479		9,477		2,777		—		27,733
Other	11,823		5,587		2,513		(6,481)		13,442
Total	$	414,251	$	88,699	$	9,499	$	(6,481)	$	505,968



Nine Months Ended September 30, 2020	Services		International		Products		Corp/Elim		Total
Oil & Gas	$	214,773	$	26,192	$	214	$	—	$	241,179
Aerospace & Defense	39,804		14,686		370		—		54,860
Industrials	35,374		13,997		1,349		—		50,720
Power Generation & Transmission	21,800		4,958		1,888		—		28,646
Other Process Industries	17,026		7,103		162		—		24,291
Infrastructure, Research & Engineering	12,820		6,726		3,683		—		23,229
Other	7,674		3,225		3,080		(5,110)		8,869
Total	$	349,271	$	76,887	$	10,746	$	(5,110)	$	431,794

Revenue per key geographic location was as follows:


Three Months Ended September 30, 2021	Services		International		Products		Corp/Elim		Total
United States	$	122,506	$	221	$	1,562	$	(1,341)	$	122,948
Other Americas	21,681		1,446		133		(610)		22,650
Europe	491		26,378		499		(748)		26,620
Asia-Pacific	298		1,055		1,114		(129)		2,338
Total	$	144,976	$	29,100	$	3,308	$	(2,828)	$	174,556


Three Months Ended September 30, 2020	Services		International		Products		Corp/Elim		Total
United States	100,586		$	193	$	1,538	$	(912)	$	101,405
Other Americas	18,767		1,100		75		(124)		19,818
Europe	350		24,790		1,002		(1,088)		25,054
Asia-Pacific	18		394		1,317		(112)		1,617
Total	$	119,721	$	26,477	$	3,932	$	(2,236)	$	147,894


Nine Months Ended September 30, 2021	Services		International		Products		Corp/Elim		Total
United States	$	349,814	$	670	$	4,690	$	(2,627)	$	352,547
Other Americas	61,847		3,772		301		(1,482)		64,438
Europe	1,381		82,356		1,462		(2,105)		83,094
Asia-Pacific	1,209		1,901		3,046		(267)		5,889
Total	$	414,251	$	88,699	$	9,499	$	(6,481)	$	505,968



Nine Months Ended September 30, 2020	Services		International		Products		Corp/Elim		Total
United States	298,372		$	507	$	5,150	$	(2,433)	$	301,596
Other Americas	49,548		3,564		425		(370)		53,167
Europe	721		71,056		1,930		(2,129)		71,578
Asia-Pacific	630		1,760		3,241		(178)		5,453
Total	$	349,271	$	76,887	$	10,746	$	(5,110)	$	431,794

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

The following table sets forth a summary of the stock option activity, weighted-average exercise prices and options outstanding as of September 30, 2021 and 2020:


	Nine months ended September 30,
	2021			2020
	Common Stock Options	Weighted Average Exercise Price		Common Stock Options	Weighted Average Exercise Price
Outstanding at beginning of period:	5	$	22.35	5	$	22.35
Granted	—	$	—	—	$	—
Exercised	—	$	—	—	$	—
Expired or forfeited	—	$	—	—	$	—
Outstanding at end of period:	5	$	22.35	5	$	22.35

Schedule of Vesting Activity of Restricted Stock Unit Awards

A summary of the vesting activity of restricted stock unit awards, with the respective fair value of the awards, is as follows:


	Nine months ended September 30,
	2021		2020
Restricted stock awards vested	238		183
Fair value of awards vested	$	2,670	$	719

Schedule of Fully-vested Common Stock Issued to Non-employee Directors

A summary of the fully-vested common stock the Company issued to its six non-employee directors, in connection with its non-employee director compensation plan, is as follows:


	Nine months ended September 30,
	2021		2020
Awards issued	51		68
Grant date fair value of awards issued	$	525	$	326

Schedule of Company's Outstanding, Nonvested Restricted Share Units and Performance Restricted Stock Units

A summary of the Company's outstanding, non-vested restricted share units is as follows:


	Nine months ended September 30,
	2021			2020
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	1,076	$	7.41	559	$	16.92
Granted	528	$	10.07	557	$	3.77
Released	(238)	$	10.98	(183)	$	18.44
Forfeited	(53)	$	8.90	(32)	$	9.87
Outstanding at end of period:	1,313	$	7.75	901	$	8.72

A summary of the Company's PRSU activity is as follows:


	Nine months ended September 30,
	2021			2020
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	333	$	8.84	260	$	16.77
Granted	189	$	12.59	292	$	3.68
Performance condition adjustments	(195)	$	7.83	(145)	$	3.54
Released	(22)	$	13.63	(78)	$	15.43
Forfeited	—	$	—	—	$	—
Outstanding at end of period:	305	$	12.56	329	$	11.09

Earnings (loss) per Share (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Schedule of Computations of Basic and Diluted Earnings (Loss) per Share

The following table sets forth the computations of basic and diluted earnings per share:


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020

Basic income (loss) per share
Numerator:
Net income (loss) attributable to Mistras Group, Inc.	$	3,380	$	1,523	$	3,955	$	(99,642)
Denominator:
Weighted average common shares outstanding	29,619		29,177		29,550		29,086
Basic income (loss) per share	$	0.11	$	0.05	$	0.13	$	(3.43)

Diluted income (loss) per share:
Numerator:
Net income (loss) attributable to Mistras Group, Inc.	$	3,380	$	1,523	$	3,955	$	(99,642)
Denominator:
Weighted average common shares outstanding	29,619		29,177		29,550		29,086
Dilutive effect of stock options outstanding	—		—		—		—
Dilutive effect of restricted stock units outstanding (1)	508		134		543		—
	30,127		29,311		30,093		29,086
Diluted income (loss) per share	$	0.11	$	0.05	$	0.13	$	(3.43)

_______________

(1) For the nine months ended September 30, 2020, 213,000 shares related to restricted stock were excluded from the calculation of diluted EPS due to the net loss for the period.

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Acquisition-related Expense

These amounts are reported as Acquisition-related expense, net on the Unaudited Condensed Consolidated Statements of Income (Loss) and were as follows for the three and nine months ended September 30, 2021 and 2020:


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Due diligence, professional fees and other transaction costs	$	—	$	—	$	34	$	—
Adjustments to fair value of contingent consideration liabilities	246		709		1,034		186
Acquisition-related expense, net	$	246	$	709	$	1,068	$	186

Accounts Receivable, net (Tables)

9 Months Ended

Sep. 30, 2021

Receivables [Abstract]

Schedule of Accounts Receivable, Net

Accounts receivable consisted of the following:


	September 30, 2021		December 31, 2020

Trade accounts receivable	$	135,644	$	115,841
Allowance for credit losses	(7,945)		(8,213)
Accounts receivable, net	$	127,699	$	107,628

Property, Plant and Equipment, net (Tables)

9 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment, Net

Property, plant and equipment consisted of the following:


	Useful Life (Years)	September 30, 2021		December 31, 2020

Land		$	2,776	$	2,724
Buildings and improvements	30-40	25,057		25,731
Office furniture and equipment	5-8	20,697		19,902
Machinery and equipment	5-7	246,422		234,331
		294,952		282,688
Accumulated depreciation and amortization		(204,586)		(190,007)
Property, plant and equipment, net		$	90,366	$	92,681

Goodwill (Tables)

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amount of Goodwill

Changes in the carrying amount of goodwill by segment is shown below:


	Services		International		Products and Systems		Total
Balance at December 31, 2020	$	190,112	$	15,896	$	—	$	206,008
Goodwill acquired during the period	280		—		—		280

Adjustments to preliminary purchase price allocations	—		—		—		—
Foreign currency translation	189		(820)		—		(631)
Balance at September 30, 2021	$	190,581	$	15,076	$	—	$	205,657

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2021

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of Net Carrying Amount of Intangible Assets

The gross amount, accumulated amortization and net carrying amount of intangible assets were as follows:


		September 30, 2021				December 31, 2020
	Useful Life (Years)	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Impairment		Net Carrying Amount

Customer relationships	5-18	$	112,596	$	(79,208)	$	33,388	$	116,101	$	(75,649)	$	(2,206)	$	38,246
Software/Technology	3-15	52,013		(25,726)		26,287		77,326		(23,519)		(25,874)		27,933
Covenants not to compete	2-5	12,624		(12,350)		274		12,833		(12,162)		(212)		459
Other	2-12	10,698		(8,952)		1,746		11,120		(8,614)		(502)		2,004
Total		$	187,931	$	(126,236)	$	61,695	$	217,380	$	(119,944)	$	(28,794)	$	68,642

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	September 30, 2021		December 31, 2020

Accrued salaries, wages and related employee benefits	$	38,470	$	30,214
Contingent consideration, current portion	1,736		1,300
Accrued workers’ compensation and health benefits	3,654		3,948
Deferred revenue	7,143		6,538
Pension accrual	2,519		2,519
Right-of-use liability - Operating	9,871		10,348
Other accrued expenses	24,919		23,633
Total	$	88,312	$	78,500

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:


	September 30, 2021		December 31, 2020

Senior credit facility	$	128,522	$	120,312
Senior secured term loan, net of unamortized debt issuance costs of $0.3 million and $0.3 million, respectively	80,388		89,745

Other	6,944		10,159
Total debt	215,854		220,216
Less: Current portion	(18,988)		(10,678)
Long-term debt, net of current portion	$	196,866	$	209,538

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
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-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
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Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
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Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644

+ Details

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of Changes in Fair Value of Level 3 Contingent Consideration

The following table represents the changes in the fair value of Level 3 contingent consideration:


	Nine months ended September 30,
	2021		2020
Beginning balance	$	1,640	$	3,216
Acquisitions	—		200
Payments	(938)		(1,337)
Accretion of liability	—		33
Revaluation	1,034		153
Foreign currency translation	—		(23)
Ending balance	$	1,736	$	2,242

Leases (Tables)

9 Months Ended

Sep. 30, 2021

Leases [Abstract]

Schedule of Supplemental Balance Sheet Information

The Company’s Condensed Consolidated Balance Sheets include the following related to operating leases:


Leases	Classification	September 30, 2021		December 31, 2020
Assets
ROU assets	Other Assets	$	42,043	$	46,728

Liabilities
ROU - current	Accrued expenses and other current liabilities	$	9,871	$	10,348
ROU liability - long-term	Other long-term liabilities	33,691		37,689
Total ROU liabilities		$	43,562	$	48,037

Schedule of Components of Lease Costs and Other Information Related to Leases

The components of lease costs were as follows:


		Three months ended September 30,				Nine months ended September 30,
	Classification	2021		2020		2021		2020
Finance lease expense
Amortization of ROU assets	Depreciation and amortization	$	1,002	$	1,081	$	3,094	$	3,495
Interest on lease liabilities	Interest expense	177		207		550		650
Operating lease expense	Cost of revenue; Selling, general & administrative expenses	3,239		3,341		9,808		9,970
Short-term lease expense	Cost of revenue; Selling, general & administrative expenses	7		11		22		60
Variable lease expense	Cost of revenue; Selling, general & administrative expenses	532		(4)		1,956		441
Total		$	4,957	$	4,636	$	15,430	$	14,616

Additional information related to leases was as follows:


	Nine months ended September 30,
		2021			2020
Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases
Finance - financing cash flows		$	3,032		$	3,078
Finance - operating cash flows		$	550		$	650
Operating - operating cash flows		$	9,870		$	9,819
ROU assets obtained in the exchange for lease liabilities
Finance leases		$	2,445		$	1,607
Operating leases		$	4,212		$	6,919
Weighted-average remaining lease term (in years)
Finance leases		5.5			5.9
Operating leases		5.3			5.9
Weighted-average discount rate
Finance leases		5.4		%	5.8		%
Operating leases		5.8		%	5.8		%

Schedule of Maturities of Operating Lease Liabilities

Maturities of lease liabilities as of September 30, 2021 were as follows:


	Finance		Operating
Remainder of 2021	$	2,023	$	3,165
2022	4,602		11,595
2023	3,711		10,111
2024	2,778		7,843
2025	1,185		5,554
Thereafter	991		12,484
Total	15,290		50,752
Less: Present value discount	1,179		7,190
Lease liability	$	14,111	$	43,562

Schedule of Maturities of Finance Lease Liabilities

Maturities of lease liabilities as of September 30, 2021 were as follows:


	Finance		Operating
Remainder of 2021	$	2,023	$	3,165
2022	4,602		11,595
2023	3,711		10,111
2024	2,778		7,843
2025	1,185		5,554
Thereafter	991		12,484
Total	15,290		50,752
Less: Present value discount	1,179		7,190
Lease liability	$	14,111	$	43,562

Segment Disclosure (Tables)

9 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Schedule of Selected Consolidated Financial Information by Segment

Selected consolidated financial information by segment for the periods shown was as follows: (with intercompany transactions eliminated in Corporate and eliminations)


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Revenue
Services	$	144,976	$	119,721	$	414,251	$	349,271
International	29,100		26,477		88,699		76,887
Products and Systems	3,308		3,932		9,499		10,746
Corporate and eliminations	(2,828)		(2,236)		(6,481)		(5,110)
	$	174,556	$	147,894	$	505,968	$	431,794


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Gross profit
Services	$	41,749	$	37,603	$	116,587	$	103,780
International	9,038		8,197		26,278		21,612
Products and Systems	1,422		1,628		4,655		3,834
Corporate and eliminations	7		(44)		33		(40)
	$	52,216	$	47,384	$	147,553	$	129,186

Income (loss) from operations by operating segment includes intercompany transactions, which are eliminated in Corporate and eliminations.


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Income (loss) from operations
Services	$	16,085	$	13,599	$	38,991	$	(57,058)
International	1,169		(66)		2,158		(22,422)
Products and Systems	(281)		(160)		(653)		(1,936)
Corporate and eliminations	(7,737)		(7,631)		(24,632)		(24,453)
	$	9,236	$	5,742	$	15,864	$	(105,869)


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Depreciation and amortization
Services	$	6,192	$	6,315	$	18,517	$	19,601
International	2,167		2,216		6,552		6,433
Products and Systems	221		248		664		756
Corporate and eliminations	(72)		(17)		(28)		(31)
	$	8,508	$	8,762	$	25,705	$	26,759


	September 30, 2021		December 31, 2020
Intangible assets, net
Services	$	53,634	$	58,917
International	6,911		8,664
Products and Systems	1,095		1,012
Corporate and eliminations	55		49
	$	61,695	$	68,642


	September 30, 2021		December 31, 2020
Total assets
Services	$	429,650	$	427,636
International	115,787		129,228
Products and Systems	10,601		10,996
Corporate and eliminations	31,190		15,453
	$	587,228	$	583,313

Description of Business and Basis of Presentation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Accounting Policies [Abstract]
Cash balance	$ 22,597		$ 22,597		$ 25,760
Effective income tax rate	50.80%	25.90%	44.40%	13.60%
State and Local Jurisdiction
Tax Credit Carryforward [Line Items]
Valuation allowance recorded during the period related to deferred tax assets	$ 1,200		$ 1,200

Revenue - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2021	Sep. 30, 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue recognized that was included in contract liability balance at the beginning of the year	$ 4.4	$ 4.4
Revenue, practical expedient, incremental cost of obtaining a contract, maximum period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction period	1 year

Revenue - Disaggregated Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 174,556	$ 147,894	$ 505,968	$ 431,794
United States
Disaggregation of Revenue [Line Items]
Revenue	122,948	101,405	352,547	301,596
Other Americas
Disaggregation of Revenue [Line Items]
Revenue	22,650	19,818	64,438	53,167
Europe
Disaggregation of Revenue [Line Items]
Revenue	26,620	25,054	83,094	71,578
Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	2,338	1,617	5,889	5,453
Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	97,498	81,995	291,805	241,179
Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	16,715	14,652	49,825	54,860
Industrials
Disaggregation of Revenue [Line Items]
Revenue	17,589	17,912	49,438	50,720
Power Generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	14,687	11,497	37,044	28,646
Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	11,886	8,481	36,681	24,291
Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	10,411	8,777	27,733	23,229
Other
Disaggregation of Revenue [Line Items]
Revenue	5,770	4,580	13,442	8,869
Operating segments \| Services
Disaggregation of Revenue [Line Items]
Revenue	144,976	119,721	414,251	349,271
Operating segments \| Services \| United States
Disaggregation of Revenue [Line Items]
Revenue	122,506	100,586	349,814	298,372
Operating segments \| Services \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue	21,681	18,767	61,847	49,548
Operating segments \| Services \| Europe
Disaggregation of Revenue [Line Items]
Revenue	491	350	1,381	721
Operating segments \| Services \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	298	18	1,209	630
Operating segments \| Services \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	88,508	72,195	264,959	214,773
Operating segments \| Services \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	12,717	10,904	37,319	39,804
Operating segments \| Services \| Industrials
Disaggregation of Revenue [Line Items]
Revenue	10,560	12,209	30,621	35,374
Operating segments \| Services \| Power Generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	11,412	9,053	27,019	21,800
Operating segments \| Services \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	8,819	6,023	27,031	17,026
Operating segments \| Services \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	7,136	5,309	15,479	12,820
Operating segments \| Services \| Other
Disaggregation of Revenue [Line Items]
Revenue	5,824	4,028	11,823	7,674
Operating segments \| International
Disaggregation of Revenue [Line Items]
Revenue	29,100	26,477	88,699	76,887
Operating segments \| International \| United States
Disaggregation of Revenue [Line Items]
Revenue	221	193	670	507
Operating segments \| International \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue	1,446	1,100	3,772	3,564
Operating segments \| International \| Europe
Disaggregation of Revenue [Line Items]
Revenue	26,378	24,790	82,356	71,056
Operating segments \| International \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	1,055	394	1,901	1,760
Operating segments \| International \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	8,620	9,749	26,208	26,192
Operating segments \| International \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	3,897	3,676	12,341	14,686
Operating segments \| International \| Industrials
Disaggregation of Revenue [Line Items]
Revenue	6,693	5,261	17,736	13,997
Operating segments \| International \| Power Generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	2,615	2,054	7,776	4,958
Operating segments \| International \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	3,035	2,373	9,574	7,103
Operating segments \| International \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	2,467	2,245	9,477	6,726
Operating segments \| International \| Other
Disaggregation of Revenue [Line Items]
Revenue	1,773	1,119	5,587	3,225
Operating segments \| Products
Disaggregation of Revenue [Line Items]
Revenue	3,308	3,932	9,499	10,746
Operating segments \| Products \| United States
Disaggregation of Revenue [Line Items]
Revenue	1,562	1,538	4,690	5,150
Operating segments \| Products \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue	133	75	301	425
Operating segments \| Products \| Europe
Disaggregation of Revenue [Line Items]
Revenue	499	1,002	1,462	1,930
Operating segments \| Products \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	1,114	1,317	3,046	3,241
Operating segments \| Products \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	370	51	638	214
Operating segments \| Products \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	101	72	165	370
Operating segments \| Products \| Industrials
Disaggregation of Revenue [Line Items]
Revenue	336	442	1,081	1,349
Operating segments \| Products \| Power Generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	660	390	2,249	1,888
Operating segments \| Products \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	32	85	76	162
Operating segments \| Products \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	808	1,223	2,777	3,683
Operating segments \| Products \| Other
Disaggregation of Revenue [Line Items]
Revenue	1,001	1,669	2,513	3,080
Corp/Elim
Disaggregation of Revenue [Line Items]
Revenue	(2,828)	(2,236)	(6,481)	(5,110)
Corp/Elim \| United States
Disaggregation of Revenue [Line Items]
Revenue	(1,341)	(912)	(2,627)	(2,433)
Corp/Elim \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue	(610)	(124)	(1,482)	(370)
Corp/Elim \| Europe
Disaggregation of Revenue [Line Items]
Revenue	(748)	(1,088)	(2,105)	(2,129)
Corp/Elim \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	(129)	(112)	(267)	(178)
Corp/Elim \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Corp/Elim \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Corp/Elim \| Industrials
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Corp/Elim \| Power Generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Corp/Elim \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Corp/Elim \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Corp/Elim \| Other
Disaggregation of Revenue [Line Items]
Revenue	$ (2,828)	$ (2,236)	$ (6,481)	$ (5,110)

Share-Based Compensation - Equity Incentive Plans (Details)		9 Months Ended
	May 19, 2020 shares	Sep. 30, 2021 plan shares	Dec. 31, 2020 shares	Sep. 30, 2020 shares	Dec. 31, 2019 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity incentive plans \| plan		2
Stok option award outstanding (in shares)		5,000	5,000	5,000	5,000
2009 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards that may be granted (in shares)		0
Stok option award outstanding (in shares)		1
2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in total number of shares authorized for issuance (in shares)	2,000,000
Total number of shares authorized for issuance (in shares)	3,700,000

Share-Based Compensation - Stock Options (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options fully vested (in shares)			1
Unrecognized compensation costs	$ 0		$ 0
Common Stock Options
Outstanding at beginning of period (in shares)			5,000	5,000
Granted (in shares)			0	0
Exercised (in shares)			0	0
Expired or forfeited (in shares)			0	0
Outstanding at end of period (in shares)	5,000	5,000	5,000	5,000
Weighted Average Exercise Price
Outstanding at beginning of period (in dollars per share)			$ 22.35	$ 22.35
Granted (in dollars per share)			0	0
Exercised (in dollars per share)			0	0
Expired or forfeited (in dollars per share)			0	0
Outstanding at end of period (in dollars per share)	$ 22.35	$ 22.35	$ 22.35	$ 22.35
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized share-based compensation expense	$ 0	$ 0	$ 0	$ 0

Share-Based Compensation - Restricted Stock Unit Awards - Narrative (Details) - Restricted Stock Unit Awards - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized share-based compensation expense (benefit)	$ 0.9	$ 1.1	$ 2.7	$ 3.2
Unrecognized compensation cost, net of estimated forfeitures	$ 6.8		$ 6.8
Weighted-average period over which unrecognized compensation cost is expected to be recognized (years)			2 years 7 months 6 days

Share-Based Compensation - Vesting Activity of Restricted Stock Unit Awards (Details) - Restricted Stock Unit Awards - USD ($) shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards vested (in shares)	238	183
Fair value of awards vested	$ 2,670	$ 719

Share-Based Compensation - Fully-vested Common Stock Issued to Non-employee Directors (Details) - Common Stock - Non-employee Directors shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($) director shares	Sep. 30, 2020 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of non-employee directors to whom fully vested common stock is granted \| director	6
Awards issued (in shares) \| shares	51	68
Grant date fair value of awards issued \| $	$ 525	$ 326

Share-Based Compensation - Restricted Stock Units Awards - Activity (Details) - Restricted Stock Unit Awards - $ / shares shares in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Restricted Stock Units Awards (Units)
Outstanding at beginning of period (in shares)	1,076	559
Granted (in shares)	528	557
Released (in shares)	(238)	(183)
Forfeited (in shares)	(53)	(32)
Outstanding at end of period (in shares)	1,313	901
Weighted Average Grant-Date Fair Value (in dollars per share)
Outstanding at the beginning of period (in dollars per share)	$ 7.41	$ 16.92
Granted (in dollars per share)	10.07	3.77
Released (in dollars per share)	10.98	18.44
Forfeited (in dollars per share)	8.90	9.87
Outstanding at end of period (in dollars per share)	$ 7.75	$ 8.72

Share-Based Compensation - Performance Restricted Stock Units - Narrative (Details) - PRSUs shares in Thousands, $ in Millions	1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2020 shares	Dec. 31, 2019 shares	Sep. 30, 2021 USD ($) shares	Sep. 30, 2020 USD ($) shares	Sep. 30, 2021 USD ($) metric shares	Sep. 30, 2020 USD ($) shares	Dec. 31, 2020 metric shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of performance award metrics \| metric							4
Number of units increased (decreased) during the period (in shares) \| shares	(125)	1			(2)
Recognized share-based compensation expense (benefit) \| $			$ 0.3	$ 0.2	$ 0.7	$ 0.8
Unrecognized compensation cost \| $			$ 1.6		$ 1.6
Nonvested shares outstanding (in shares) \| shares	333	260	305	329	305	329	333
Weighted-average period over which unrecognized compensation cost is expected to be recognized (years)					2 years 2 months 12 days
Executive and Senior Officers
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period (years)					1 year
Requisite service period					5 years
Executive and Senior Officers \| Anniversary 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage (ratably on each of the first four anniversary date)					25.00%
Executive and Senior Officers \| Anniversary 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage (ratably on each of the first four anniversary date)					25.00%
Executive and Senior Officers \| Anniversary 3
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage (ratably on each of the first four anniversary date)					25.00%
Executive and Senior Officers \| Anniversary 4
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage (ratably on each of the first four anniversary date)					25.00%
Executive Officers
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period (years)					1 year
Number of performance award metrics \| metric					3
Average share price trading period					20 days		20 days
Last days trading period					20 days		20 days
Dividend yield					0.00%

Share-Based Compensation - Performance Restricted Stock Units - Activity (Details) - PRSUs - $ / shares shares in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Performance Restricted Stock (Units)
Outstanding at beginning of period (in shares)	333	260
Granted (in shares)	189	292
Performance condition adjustments (in shares)	(195)	(145)
Released (in shares)	(22)	(78)
Forfeited (in shares)	0	0
Outstanding at end of period (in shares)	305	329
Weighted Average Grant-Date Fair Value (in dollars per share)
Outstanding at the beginning of period (in dollars per share)	$ 8.84	$ 16.77
Granted (in dollars per share)	12.59	3.68
Performance condition adjustments (in dollars per share)	7.83	3.54
Released (in dollars per share)	13.63	15.43
Forfeited (in dollars per share)	0	0
Outstanding at end of period (in dollars per share)	$ 12.56	$ 11.09

Earnings (loss) per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Basic income (loss) per share
Net income (loss) attributable to Mistras Group, Inc.	$ 3,380	$ 1,523	$ 3,955	$ (99,642)
Denominator:
Weighted-average common shares outstanding (in shares)	29,619	29,177	29,550	29,086
Basic income (loss) per share (in dollars per share)	$ 0.11	$ 0.05	$ 0.13	$ (3.43)
Denominator:
Weighted-average common shares outstanding (in shares)	29,619	29,177	29,550	29,086
Dilutive effect of stock options outstanding (in shares)	0	0	0	0
Dilutive effect of restricted stock units outstanding (in shares)	508	134	543	0
Weighted average common shares outstanding, diluted (in shares)	30,127	29,311	30,093	29,086
Diluted income (loss) per share (in dollars per share)	$ 0.11	$ 0.05	$ 0.13	$ (3.43)
Restricted Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares excluded from computation of diluted EPS due to net income (loss) for the period (in shares)				213

Acquisitions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Acquisitions (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Business Combination and Asset Acquisition [Abstract]
Due diligence, professional fees and other transaction costs	$ 0	$ 0	$ 34	$ 0
Adjustments to fair value of contingent consideration liabilities	246	709	1,034	186
Acquisition-related expense, net	$ 246	$ 709	$ 1,068	$ 186

Accounts Receivable, net (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Receivables [Abstract]
Trade accounts receivable	$ 135,644	$ 115,841
Allowance for credit losses	(7,945)	(8,213)
Accounts receivable, net	$ 127,699	$ 107,628

Accounts Receivable, net - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Sep. 30, 2021	Dec. 31, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unbilled revenues accrued		$ 21,000	$ 11,900
Past due receivables outstanding		$ 127,699	$ 107,628
Texas Customer
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due receivables outstanding	$ 1,400
Texas Customer \| Litigation and Commercial Claims
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due receivables outstanding	1,400
Reserve for past due receivables	$ 1,400

Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 294,952		$ 294,952		$ 282,688
Accumulated depreciation and amortization	(204,586)		(204,586)		(190,007)
Property, plant and equipment, net	90,366		90,366		92,681
Depreciation expense	6,100	$ 6,200	18,400	$ 18,300
Land
Property, Plant and Equipment, net
Property, plant and equipment, gross	2,776		2,776		2,724
Buildings and improvements
Property, Plant and Equipment, net
Property, plant and equipment, gross	25,057		$ 25,057		25,731
Buildings and improvements \| Minimum
Property, Plant and Equipment, net
Useful Life (Years)			30 years
Buildings and improvements \| Maximum
Property, Plant and Equipment, net
Useful Life (Years)			40 years
Office furniture and equipment
Property, Plant and Equipment, net
Property, plant and equipment, gross	20,697		$ 20,697		19,902
Office furniture and equipment \| Minimum
Property, Plant and Equipment, net
Useful Life (Years)			5 years
Office furniture and equipment \| Maximum
Property, Plant and Equipment, net
Useful Life (Years)			8 years
Machinery and equipment
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 246,422		$ 246,422		$ 234,331
Machinery and equipment \| Minimum
Property, Plant and Equipment, net
Useful Life (Years)			5 years
Machinery and equipment \| Maximum
Property, Plant and Equipment, net
Useful Life (Years)			7 years

Goodwill - Changes in Carrying Amount of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
Goodwill [Roll Forward]
Balance at December 31, 2020	$ 206,008
Goodwill acquired during the period	280
Adjustments to preliminary purchase price allocations	0
Foreign currency translation	(631)
Balance at September 30, 2021	205,657
Services
Goodwill [Roll Forward]
Balance at December 31, 2020	190,112
Goodwill acquired during the period	280
Adjustments to preliminary purchase price allocations	0
Foreign currency translation	189
Balance at September 30, 2021	190,581
International
Goodwill [Roll Forward]
Balance at December 31, 2020	15,896
Goodwill acquired during the period	0
Adjustments to preliminary purchase price allocations	0
Foreign currency translation	(820)
Balance at September 30, 2021	15,076
Products and Systems
Goodwill [Roll Forward]
Balance at December 31, 2020	0
Goodwill acquired during the period	0
Adjustments to preliminary purchase price allocations	0
Foreign currency translation	0
Balance at September 30, 2021	$ 0

Goodwill - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
Goodwill - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
Goodwill [Line Items]
Cumulative goodwill impairment		$ 100.2	$ 100.2
COVID-19
Goodwill [Line Items]
Goodwill impairment charge	$ 77.1
Services
Goodwill [Line Items]
Cumulative goodwill impairment		57.2	57.2
Services \| COVID-19
Goodwill [Line Items]
Goodwill impairment charge	57.2
International
Goodwill [Line Items]
Cumulative goodwill impairment		29.8	29.8
European Reporting Unit \| COVID-19
Goodwill [Line Items]
Goodwill impairment charge	19.3
Brazilian Reporting Unit \| COVID-19
Goodwill [Line Items]
Goodwill impairment charge	$ 0.6
Products and Systems
Goodwill [Line Items]
Cumulative goodwill impairment		$ 13.2	$ 13.2

Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended
Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 187,931	$ 217,380
Accumulated Amortization	(126,236)	(119,944)
Impairment		(28,794)
Net Carrying Amount	61,695	68,642
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Amount	112,596	116,101
Accumulated Amortization	(79,208)	(75,649)
Impairment		(2,206)
Net Carrying Amount	$ 33,388	38,246
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	5 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	18 years
Software/Technology
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 52,013	77,326
Accumulated Amortization	(25,726)	(23,519)
Impairment		(25,874)
Net Carrying Amount	$ 26,287	27,933
Software/Technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	3 years
Software/Technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	15 years
Covenants not to compete
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 12,624	12,833
Accumulated Amortization	(12,350)	(12,162)
Impairment		(212)
Net Carrying Amount	$ 274	459
Covenants not to compete \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	2 years
Covenants not to compete \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	5 years
Other
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 10,698	11,120
Accumulated Amortization	(8,952)	(8,614)
Impairment		(502)
Net Carrying Amount	$ 1,746	$ 2,004
Other \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	2 years
Other \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	12 years

Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Finite-Lived Intangible Assets [Line Items]
Amortization expense of intangibles	$ 2.4	$ 2.6	$ 7.3	$ 8.5
COVID-19 \| Services
Finite-Lived Intangible Assets [Line Items]
Impairment of intangibles				28.8
Software/Technology \| COVID-19 \| Services
Finite-Lived Intangible Assets [Line Items]
Impairment of intangibles				25.9
Customer relationships \| COVID-19 \| Services
Finite-Lived Intangible Assets [Line Items]
Impairment of intangibles				2.2
Other \| COVID-19 \| Services
Finite-Lived Intangible Assets [Line Items]
Impairment of intangibles				0.5
Covenants not to compete \| COVID-19 \| Services
Finite-Lived Intangible Assets [Line Items]
Impairment of intangibles				$ 0.2

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued salaries, wages and related employee benefits	$ 38,470	$ 30,214
Contingent consideration, current portion	1,736	1,300
Accrued workers’ compensation and health benefits	3,654	3,948
Deferred revenue	7,143	6,538
Pension accrual	2,519	2,519
Right-of-use liability - Operating	9,871	10,348
Other accrued expenses	24,919	23,633
Accrued expenses and other current liabilities	$ 88,312	$ 78,500

Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt	$ 215,854	$ 220,216
Less: Current portion	(18,988)	(10,678)
Long-term debt, net of current portion	196,866	209,538
Senior credit facility
Debt Instrument [Line Items]
Total debt	128,522	120,312
Senior credit facility \| Senior Secured Term Loan
Debt Instrument [Line Items]
Unamortized debt issuance costs	300	300
Total debt	80,388	89,745
Other
Debt Instrument [Line Items]
Total debt	$ 6,944	$ 10,159

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Long-Term Debt - Narrative (Details) - USD ($)		9 Months Ended
Long-Term Debt - Narrative (Details) - USD ($)	May 19, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Debt Instrument [Line Items]
Debt outstanding		$ 215,854,000		$ 220,216,000
Finance costs incurred		550,000	$ 1,497,000
Revolving Credit Facility
Debt Instrument [Line Items]
Debt outstanding		128,522,000		120,312,000
Outstanding borrowings		209,200,000
Outstanding letters of credit		4,300,000
Capitalized costs associated with debt modifications		1,100,000
Revolving Credit Facility \| Senior Secured Term Loan A Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		100,000,000
Debt outstanding		80,388,000		89,745,000
Revolving Credit Facility \| Senior Secured Term Loan A Facility \| Each quarter through March 31, 2022
Debt Instrument [Line Items]
Debt quarterly payments	$ 3,750,000
Revolving Credit Facility \| Senior Secured Term Loan A Facility \| Each quarter thereafter
Debt Instrument [Line Items]
Debt quarterly payments	5,000,000
Revolving Credit Facility \| Credit Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity	165,000,000
Capitalized unamortized issuance cost		100,000
Finance costs incurred	500,000
Expensed finance costs	$ 200,000
Maximum borrowing capacity in non-U.S. Dollar currencies		100,000,000
Maximum amount available for the issuance of letters of credit		20,000,000
Revolving Credit Facility \| Credit Agreement \| Minimum
Debt Instrument [Line Items]
Total consolidated leverage ratio, limit after investment in non-guarantor subsidiary	350.00%
Revolving Credit Facility \| Credit Agreement \| Maximum
Debt Instrument [Line Items]
Total consolidated leverage ratio, if the company incurs certain subordinated debt and other indebtedness	450.00%
Senior debt to EBITDA ratio	350.00%
Revolving Credit Facility \| Credit Agreement \| LIBOR \| Minimum
Debt Instrument [Line Items]
Floor rate	1.00%
Revolving Credit Facility \| Credit Agreement \| September 30, 2021
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 155,000,000
Revolving Credit Facility \| Credit Agreement \| December 31, 2021
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 150,000,000
Revolving Credit Facility \| Credit Agreement \| Each quarter through March 31, 2022 \| Maximum
Debt Instrument [Line Items]
Total consolidated debt leverage ratio	4.00
Revolving Credit Facility \| Credit Agreement \| Each quarter thereafter \| Minimum
Debt Instrument [Line Items]
Total consolidated debt leverage ratio	3.50
Other
Debt Instrument [Line Items]
Debt outstanding		6,944,000		$ 10,159,000
Other \| Minimum
Debt Instrument [Line Items]
Debt quarterly payments		$ 1,000
Interest rate		0.40%
Other \| Maximum
Debt Instrument [Line Items]
Debt quarterly payments		$ 17,000
Interest rate		3.50%

Fair Value Measurements (Details) - Level 3 - Contingent Consideration - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationCalculationRollForward
Beginning balance	$ 1,640	$ 3,216
Acquisitions	0	200
Payments	(938)	(1,337)
Accretion of liability	0	33
Revaluation	1,034	153
Foreign currency translation	0	(23)
Ending balance	$ 1,736	$ 2,242

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Assets
ROU assets	$ 42,043	$ 46,728
Liabilities
ROU - current	9,871	10,348
ROU liability - long-term	33,691	37,689
Total ROU liabilities	$ 43,562	$ 48,037
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other assets	Other assets
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other long-term liabilities	Other long-term liabilities

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		7 Months Ended	9 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Lessee, Lease, Description [Line Items]
ROU liabilities	$ 43,562		$ 48,037	$ 43,562
Total rent payments				9,870	$ 9,819
ROU finance lease assets	$ 14,600		$ 15,800	$ 14,600
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Property, plant and equipment, net		Property, plant and equipment, net	Property, plant and equipment, net
COVID-19 \| Services
Lessee, Lease, Description [Line Items]
Impairment of ROU assets					200
Operating Lease Arrangement \| Company's Headquarters
Lessee, Lease, Description [Line Items]
ROU liabilities	$ 3,100		$ 3,800	$ 3,100
Total rent payments	$ 300	$ 100		$ 1,000	$ 500
Operating Lease Arrangement \| Company's Headquarters \| COVID-19
Lessee, Lease, Description [Line Items]
Percentage of reduction of rental payments			20.00%
Deferral period of rental payments			90 days

Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Finance lease expense
Amortization of ROU assets	$ 1,002	$ 1,081	$ 3,094	$ 3,495
Interest on lease liabilities	177	207	550	650
Operating lease expense	3,239	3,341	9,808	9,970
Short-term lease expense	7	11	22	60
Variable lease expense	532	(4)	1,956	441
Total	$ 4,957	$ 4,636	$ 15,430	$ 14,616

Leases - Additional Information Related to Leases (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases
Finance - financing cash flows	$ 3,032	$ 3,078
Finance - operating cash flows	550	650
Operating - operating cash flows	9,870	9,819
ROU assets obtained in the exchange for lease liabilities
Finance leases	2,445	1,607
Operating leases	$ 4,212	$ 6,919
Weighted-average remaining lease term (in years)
Finance leases	5 years 6 months	5 years 10 months 24 days
Operating leases	5 years 3 months 18 days	5 years 10 months 24 days
Weighted-average discount rate
Finance leases	5.40%	5.80%
Operating leases	5.80%	5.80%

Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Finance
Remainder of 2021	$ 2,023
2022	4,602
2023	3,711
2024	2,778
2025	1,185
Thereafter	991
Total	15,290
Less: Present value discount	1,179
Lease liability	14,111
Operating
Remainder of 2021	3,165
2022	11,595
2023	10,111
2024	7,843
2025	5,554
Thereafter	12,484
Total	50,752
Less: Present value discount	7,190
Lease liability	$ 43,562	$ 48,037

Commitments and Contingencies (Details)			1 Months Ended		3 Months Ended				9 Months Ended		12 Months Ended
Commitments and Contingencies (Details)	Aug. 03, 2021	May 04, 2021 USD ($)	Dec. 31, 2020 USD ($) installment	Dec. 31, 2019 USD ($) weld	Sep. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) installment	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) claim	Sep. 30, 2020 USD ($)	Dec. 31, 2018 USD ($)	Jan. 01, 2020 USD ($)
Litigation
Accounts receivable, net			$ 107,628,000		$ 127,699,000		$ 107,628,000		$ 127,699,000
Contingency charges					0			$ (360,000)	1,030,000	$ (360,000)
Pension accrual			2,519,000		2,519,000		2,519,000		$ 2,519,000
Texas Customer
Litigation
Accounts receivable, net				$ 1,400,000
Litigation and Commercial Claims \| Various Pipeline Projects for Texas Customer
Litigation
Amount of damages claimed				7,600,000
Litigation and Commercial Claims \| Texas Customer
Litigation
Accounts receivable, net				$ 1,400,000
Number or welds not in compliance \| weld				66
Number of welds inspected (over) \| weld				16,000
Litigation and Commercial Claims \| Texas Customer \| Various Pipeline Projects for Texas Customer
Litigation
Amount of damages claimed				$ 1,400,000
Class Action
Litigation
Number of proceedings \| claim									2
Settlement liability		$ 2,300,000
Contingency charges						$ 1,600,000	$ 800,000
Class Action on Behalf of Employees
Litigation
Number of proceedings \| claim									1
Class Action on Behalf of State of California
Litigation
Number of proceedings \| claim									1
Pension Related Contingencies
Litigation
Pension accrual					2,500,000				$ 2,500,000
Severance and Labor Disputes \| Foreign Subsidiary \| Brazil
Litigation
Settlement amount			$ 1,000,000
Number of settlement installments \| installment			2				2
Percentage of settlement installments			0.31			0.69	0.31
Gain on settlement			$ 300,000			$ 600,000
Severance and Labor Disputes \| Foreign Subsidiary \| Right to Customer Contracts \| Disposal Group, Disposed of by Sale, Not Discontinued Operations \| Germany
Litigation
Contingency charges									100,000
Consideration received on sale of subsidiary												$ 100,000
Payments of severance obligations									400,000
Reversal of severance obligations									1,000,000
Acquisition and Disposition Related Contingencies \| Certain Acquired Companies
Litigation
Potential acquisition-related contingent consideration, low end of range					0				0
Potential acquisition-related contingent consideration, high end of range					2,800,000				$ 2,800,000
Contingent consideration payment period based upon achievement of specific performance metrics									12 months
Acquisition and Disposition Related Contingencies \| Foreign Subsidiaries \| Products and Systems \| Disposal Group, Disposed of by Sale, Not Discontinued Operations
Litigation
Term of agreement to purchase products from the buyer on sale of subsidiary											3 years
Amount of purchased commitment to buy products from the buyer on sale of subsidiary											$ 2,300,000
Remaining balance under purchase commitment agreement					$ 1,000,000				$ 1,000,000
Extension term under agreement to purchase products from buyer	12 months

Segment Disclosure (Details) $ in Thousands	3 Months Ended		9 Months Ended
Segment Disclosure (Details) $ in Thousands	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) segment	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment			3
Financial information by segment
Revenue	$ 174,556	$ 147,894	$ 505,968	$ 431,794
Gross profit	52,216	47,384	147,553	129,186
Income (loss) from operations	9,236	5,742	15,864	(105,869)
Depreciation and amortization	8,508	8,762	25,705	26,759
Intangible assets, net	61,695		61,695		$ 68,642
Total assets	587,228		587,228		583,313
Operating segments \| Services
Financial information by segment
Revenue	144,976	119,721	414,251	349,271
Gross profit	41,749	37,603	116,587	103,780
Income (loss) from operations	16,085	13,599	38,991	(57,058)
Depreciation and amortization	6,192	6,315	18,517	19,601
Intangible assets, net	53,634		53,634		58,917
Total assets	429,650		429,650		427,636
Operating segments \| International
Financial information by segment
Revenue	29,100	26,477	88,699	76,887
Gross profit	9,038	8,197	26,278	21,612
Income (loss) from operations	1,169	(66)	2,158	(22,422)
Depreciation and amortization	2,167	2,216	6,552	6,433
Intangible assets, net	6,911		6,911		8,664
Total assets	115,787		115,787		129,228
Operating segments \| Products and Systems
Financial information by segment
Revenue	3,308	3,932	9,499	10,746
Gross profit	1,422	1,628	4,655	3,834
Income (loss) from operations	(281)	(160)	(653)	(1,936)
Depreciation and amortization	221	248	664	756
Intangible assets, net	1,095		1,095		1,012
Total assets	10,601		10,601		10,996
Corporate and eliminations
Financial information by segment
Revenue	(2,828)	(2,236)	(6,481)	(5,110)
Gross profit	7	(44)	33	(40)
Income (loss) from operations	(7,737)	(7,631)	(24,632)	(24,453)
Depreciation and amortization	(72)	$ (17)	(28)	$ (31)
Intangible assets, net	55		55		49
Total assets	$ 31,190		$ 31,190		$ 15,453