0001436126-22-000060 | 10-Q | XBRL Viewer

Print Document View Excel Document

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, 2022 USD ($) director shares	Sep. 30, 2021 USD ($) 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	70	51
Grant date fair value of awards issued \| $	$ 450	$ 525

Share-Based Compensation - Performance Restricted Stock Units - Narrative (Details) - PRSUs shares in Thousands, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($) shares	Sep. 30, 2021 USD ($) shares	Sep. 30, 2022 USD ($) metric shares	Sep. 30, 2021 USD ($) shares	Dec. 31, 2021 shares	Dec. 31, 2020 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units increased (decreased) during the period (in shares) \| shares			(157)
Recognized share-based compensation expense (benefit) \| $	$ 0.3	$ 0.3	$ 0.9	$ 0.7
Unrecognized compensation cost \| $	$ 1.5		$ 1.5
Nonvested shares outstanding (in shares) \| shares	443	305	443	305	388	333
Weighted-average period over which unrecognized compensation cost is expected to be recognized (years)			1 year 9 months 18 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
Last days trading period			20 days
Dividend yield			0.00%

Accounts Receivable, net - Schedule of Accounts Receivable, net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Receivables [Abstract]
Trade accounts receivable	$ 135,694	$ 112,739
Allowance for credit losses	(4,298)	(3,228)
Accounts receivable, net	$ 131,396	$ 109,511

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, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards vested (in shares)	326	238
Fair value of awards vested	$ 2,164	$ 2,670

Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Basic earnings per share
Net income attributable to Mistras Group, Inc.	$ 4,373	$ 3,380	$ 3,653	$ 3,955
Denominator:
Weighted average common shares outstanding (in shares)	29,965	29,619	29,879	29,550
Basic earnings per share (in dollars per share)	$ 0.15	$ 0.11	$ 0.12	$ 0.13
Denominator:
Weighted average common shares outstanding (in shares)	29,965	29,619	29,879	29,550
Dilutive effect of stock options outstanding (in shares)	0	0	0	0
Dilutive effect of restricted stock units outstanding (in shares)	280	508	330	543
Weighted average common shares outstanding, diluted (in shares)	30,245	30,127	30,209	30,093
Diluted earnings per share (in dollars per share)	$ 0.14	$ 0.11	$ 0.12	$ 0.13

Property, Plant and Equipment, net (Tables)

9 Months Ended

Sep. 30, 2022

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, 2022		December 31, 2021

Land		$	2,499	$	2,762
Buildings and improvements	30-40	23,790		24,787
Office furniture and equipment	5-8	19,219		16,620
Machinery and equipment	5-7	240,741		250,166
		286,249		294,335
Accumulated depreciation and amortization		(210,116)		(207,757)
Property, plant and equipment, net		$	76,133	$	86,578

Share-Based Compensation - Stock Options (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
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)			(5,000)	0
Outstanding at end of period (in shares)	0	5,000	0	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)			22.35	0
Outstanding at end of period (in dollars per share)	$ 0	$ 22.35	$ 0	$ 22.35
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized share-based compensation expense	$ 0	$ 0	$ 0	$ 0

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
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)	29,842,496	29,546,263
Common stock, shares outstanding (in shares)	29,842,496	29,546,263

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Proceedings and Government Investigations The Company is periodically involved in 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 for possible losses from the matters described below, the Company does not believe that any currently pending or threatened legal proceeding to which the Company is or is likely to become a party will have a material adverse effect on its business, results of operations, cash flows or financial condition. The costs incurred by the Company to defend lawsuits, investigations and claims and amounts the Company pays to other parties because of these matters may be covered by insurance in some circumstances. Litigation and Commercial Claims The Company was contracted to perform inspections of welds on various pipeline projects in Texas for a customer. As of September 30, 2022, 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. In the nine months ended September 30, 2022, the Company recorded a charge of $0.1 million for a potential loss from this matter. The Company recorded a reserve in the amount of $1.4 million during the twelve months ended December 31, 2019 for the 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. The two cases were consolidated and requested 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, as amended as of May 3, 2022. Pursuant to the settlement, the Company agreed to pay $2.3 million to resolve the allegations in these proceedings and to be responsible for the employer portion of payroll taxes on the amount of the settlement allocated to wages. The settlement as agreed upon by the parties received final court approval on September 26, 2022, and the Company paid the settlement proceeds and related payroll taxes to the claims administrator in the fourth quarter of 2022. 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 A subsidiary of the Company had a significant reduction in its unionized workers in 2018. The collective bargaining agreements for the employees of this subsidiary required contributions for these employees to two national multi-employer pension funds. The reduction in employees resulted in the 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, 2022 is approximately $2.5 million, which was 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, 2022, 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, 2022, total potential acquisition-related contingent consideration ranged from zero to approximately $1.9 million. 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. On August 3, 2021, the Company entered into an agreement and extended the period by twelve months. As of September 30, 2022, the commitment was fully satisfied.

Revenue - Disaggregated Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 178,462	$ 174,556	$ 519,155	$ 505,968
United States
Disaggregation of Revenue [Line Items]
Revenue	130,871	122,948	373,220	352,547
Other Americas
Disaggregation of Revenue [Line Items]
Revenue	22,593	22,650	64,385	64,438
Europe
Disaggregation of Revenue [Line Items]
Revenue	23,019	26,620	76,666	83,094
Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	1,979	2,338	4,884	5,889
Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	97,031	92,452	292,519	275,239
Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	21,293	16,715	63,807	49,825
Industrials
Disaggregation of Revenue [Line Items]
Revenue	15,998	17,589	47,668	49,438
Power generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	12,780	14,687	31,062	37,044
Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	13,324	11,886	42,545	36,681
Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	7,870	10,411	19,130	27,733
Petrochemical
Disaggregation of Revenue [Line Items]
Revenue	3,707	5,046	10,469	16,566
Other
Disaggregation of Revenue [Line Items]
Revenue	6,459	5,770	11,955	13,442
Operating segments \| Services
Disaggregation of Revenue [Line Items]
Revenue	152,778	144,976	435,251	414,251
Operating segments \| Services \| United States
Disaggregation of Revenue [Line Items]
Revenue	130,206	122,506	370,426	349,814
Operating segments \| Services \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue	21,649	21,681	62,254	61,847
Operating segments \| Services \| Europe
Disaggregation of Revenue [Line Items]
Revenue	631	491	1,790	1,381
Operating segments \| Services \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	292	298	781	1,209
Operating segments \| Services \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	90,578	83,534	270,289	248,584
Operating segments \| Services \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	16,784	12,717	49,106	37,319
Operating segments \| Services \| Industrials
Disaggregation of Revenue [Line Items]
Revenue	9,728	10,560	28,529	30,621
Operating segments \| Services \| Power generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	10,378	11,412	22,578	27,019
Operating segments \| Services \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	10,283	8,819	32,217	27,031
Operating segments \| Services \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	4,936	7,136	10,625	15,479
Operating segments \| Services \| Petrochemical
Disaggregation of Revenue [Line Items]
Revenue	3,427	4,974	10,056	16,375
Operating segments \| Services \| Other
Disaggregation of Revenue [Line Items]
Revenue	6,664	5,824	11,851	11,823
Operating segments \| International
Disaggregation of Revenue [Line Items]
Revenue	25,693	29,100	83,441	88,699
Operating segments \| International \| United States
Disaggregation of Revenue [Line Items]
Revenue	240	221	747	670
Operating segments \| International \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue	2,064	1,446	4,781	3,772
Operating segments \| International \| Europe
Disaggregation of Revenue [Line Items]
Revenue	22,648	26,378	75,921	82,356
Operating segments \| International \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	741	1,055	1,992	1,901
Operating segments \| International \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	6,418	8,548	22,018	26,017
Operating segments \| International \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	4,397	3,897	14,455	12,341
Operating segments \| International \| Industrials
Disaggregation of Revenue [Line Items]
Revenue	5,834	6,693	17,868	17,736
Operating segments \| International \| Power generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	1,946	2,615	6,505	7,776
Operating segments \| International \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	3,033	3,035	10,305	9,574
Operating segments \| International \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	1,784	2,467	6,016	9,477
Operating segments \| International \| Petrochemical
Disaggregation of Revenue [Line Items]
Revenue	280	72	413	191
Operating segments \| International \| Other
Disaggregation of Revenue [Line Items]
Revenue	2,001	1,773	5,861	5,587
Operating segments \| Products
Disaggregation of Revenue [Line Items]
Revenue	3,078	3,308	8,666	9,499
Operating segments \| Products \| United States
Disaggregation of Revenue [Line Items]
Revenue	1,523	1,562	4,366	4,690
Operating segments \| Products \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue	154	133	338	301
Operating segments \| Products \| Europe
Disaggregation of Revenue [Line Items]
Revenue	362	499	1,456	1,462
Operating segments \| Products \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	1,039	1,114	2,506	3,046
Operating segments \| Products \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	35	370	212	638
Operating segments \| Products \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	112	101	246	165
Operating segments \| Products \| Industrials
Disaggregation of Revenue [Line Items]
Revenue	436	336	1,271	1,081
Operating segments \| Products \| Power generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	456	660	1,979	2,249
Operating segments \| Products \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	8	32	23	76
Operating segments \| Products \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	1,150	808	2,489	2,777
Operating segments \| Products \| Petrochemical
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Operating segments \| Products \| Other
Disaggregation of Revenue [Line Items]
Revenue	881	1,001	2,446	2,513
Corp/Elim
Disaggregation of Revenue [Line Items]
Revenue	(3,087)	(2,828)	(8,203)	(6,481)
Corp/Elim \| United States
Disaggregation of Revenue [Line Items]
Revenue	(1,098)	(1,341)	(2,319)	(2,627)
Corp/Elim \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue	(1,274)	(610)	(2,988)	(1,482)
Corp/Elim \| Europe
Disaggregation of Revenue [Line Items]
Revenue	(622)	(748)	(2,501)	(2,105)
Corp/Elim \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	(93)	(129)	(395)	(267)
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 \| Petrochemical
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Corp/Elim \| Other
Disaggregation of Revenue [Line Items]
Revenue	$ (3,087)	$ (2,828)	$ (8,203)	$ (6,481)

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:


	September 30, 2022		December 31, 2021

Senior credit facility	$	73,750	$	119,500
Senior secured term loan, net of unamortized debt issuance costs of $0.5 million and $0.2 million, respectively	122,936		76,673

Other	4,526		6,392
Total debt	201,212		202,565
Less: Current portion	(7,365)		(20,162)
Long-term debt, net of current portion	$	193,847	$	182,403

- 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69E
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Long-Term Debt - Narrative (Details)		9 Months Ended		12 Months Ended
Long-Term Debt - Narrative (Details)	Aug. 01, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	May 19, 2021 USD ($)
Debt Instrument [Line Items]
Debt outstanding		$ 201,212,000		$ 202,565,000
Finance costs incurred		148,000	$ 550,000
Line of Credit \| Senior credit facility
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 150,000,000
Line of Credit \| JP Morgan Chase Bank Credit Agreement
Debt Instrument [Line Items]
Consolidated debt ratio (less than)	1.25
Consolidated debt ratio (greater than)	3.75
Fixed charge coverage ratio	1.25
Days written notice required	5 days
Business acquisition amount, threshold for notice	$ 10,000,000
Line of Credit \| JP Morgan Chase Bank Credit Agreement \| Senior credit facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 190,000,000
Term of credit facility	5 years
Maximum borrowing capacity in non-U.S. Dollar currencies	$ 100,000,000
Line of Credit \| JP Morgan Chase Bank Credit Agreement \| Secured Debt
Debt Instrument [Line Items]
Term loan	125,000,000				$ 100,000,000
Line of Credit \| JP Morgan Chase Bank Credit Agreement \| Letter of Credit
Debt Instrument [Line Items]
Maximum amount available for the issuance of letters of credit	$ 20,000,000
Line of Credit \| JP Morgan Chase Bank Credit Agreement \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Minimum \| Variable Rate Component
Debt Instrument [Line Items]
Interest rate	1.25%
Line of Credit \| JP Morgan Chase Bank Credit Agreement \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Maximum \| Variable Rate Component
Debt Instrument [Line Items]
Interest rate	2.75%
Line of Credit \| JP Morgan Chase Bank Credit Agreement \| Through June 30, 2023
Debt Instrument [Line Items]
Total consolidated debt leverage ratio (no more than)	4.0
Line of Credit \| JP Morgan Chase Bank Credit Agreement \| Remainder of term
Debt Instrument [Line Items]
Total consolidated debt leverage ratio (no more than)	3.75
Line of Credit \| JP Morgan Chase Bank Credit Agreement \| Through June 30, 2024
Debt Instrument [Line Items]
Debt periodic payments	$ 1,560,000
Line of Credit \| JP Morgan Chase Bank Credit Agreement \| July 1, 2024 - June 30, 2025
Debt Instrument [Line Items]
Debt periodic payments	2,340,000
Line of Credit \| JP Morgan Chase Bank Credit Agreement \| After June 30, 2025
Debt Instrument [Line Items]
Debt periodic payments	$ 3,120,000
Senior credit facility
Debt Instrument [Line Items]
Debt outstanding		73,750,000		119,500,000
Outstanding borrowings		196,700,000
Outstanding letters of credit		3,000,000
Capitalized costs associated with debt modifications		1,400,000
Senior credit facility \| Senior Secured Term Loan A Facility
Debt Instrument [Line Items]
Debt outstanding		122,936,000		76,673,000
Senior credit facility \| JP Morgan Chase Bank Credit Agreement
Debt Instrument [Line Items]
Debt outstanding		122,900,000
Senior credit facility \| Credit Agreement
Debt Instrument [Line Items]
Capitalized unamortized issuance cost				800,000
Finance costs incurred				1,600,000
Expensed finance costs				200,000
Other
Debt Instrument [Line Items]
Debt outstanding		4,526,000		$ 6,392,000
Other \| Minimum
Debt Instrument [Line Items]
Debt periodic payments		$ 1,000
Interest rate		0.40%
Other \| Maximum
Debt Instrument [Line Items]
Debt periodic payments		$ 15,000
Interest rate		3.50%

Intangible Assets

9 Months Ended

Sep. 30, 2022

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, 2022				December 31, 2021
	Useful Life (Years)	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount

Customer relationships	5-18	$	107,525	$	(80,938)	$	26,587	$	112,109	$	(80,319)	$	31,790
Software/Technology	3-15	50,093		(27,554)		22,539		52,265		(26,415)		25,850
Covenants not to compete	2-5	12,441		(12,336)		105		12,623		(12,390)		233
Other	2-12	10,294		(9,188)		1,106		10,574		(9,066)		1,508
Total		$	180,353	$	(130,016)	$	50,337	$	187,571	$	(128,190)	$	59,381

Amortization expense for the three months ended September 30, 2022 and 2021 was $2.3 million and $2.4 million, respectively.

Amortization expense for the nine months ended September 30, 2022 and September 30, 2021 was $6.9 million and $7.3 million, respectively.

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Cash flows from operating activities
Net income	$ 4,394	$ 3,397	$ 3,707	$ 3,983
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	8,197	8,508	25,132	25,705
Deferred income taxes			1,790	1,055
Share-based compensation expense			4,166	3,916
Bad debt provision for troubled customers, net of recoveries	0	0	289	0
Fair value adjustments to contingent consideration			45	1,034
Foreign currency (gain) loss			(924)	366
Payment of finance costs			(448)	0
Other			969	265
Changes in operating assets and liabilities, net of effect of acquisitions
Accounts receivable			(27,692)	(21,907)
Inventories			(1,146)	868
Prepaid expenses and other assets			2,105	(2,324)
Accounts payable			578	(751)
Accrued expenses and other liabilities			2,539	11,247
Income taxes payable			(46)	(988)
Payment of contingent consideration liability in excess of acquisition-date fair value			(533)	0
Net cash provided by operating activities			10,531	22,469
Cash flows from investing activities
Purchase of property, plant and equipment			(9,050)	(15,130)
Purchase of intangible assets			(580)	(887)
Acquisition of business, net of cash acquired			0	(441)
Proceeds from sale of equipment			753	964
Net cash used in investing activities			(8,877)	(15,494)
Cash flows from financing activities
Repayment of finance lease obligations			(3,173)	(3,032)
Proceeds from borrowings of long-term debt			125,000	0
Repayment of long-term debt			(79,519)	(12,121)
Proceeds from revolver			168,000	71,000
Repayment of revolver			(213,750)	(62,250)
Payment of financing costs			(148)	(550)
Payment of contingent consideration for business acquisitions			(405)	(938)
Taxes paid related to net share settlement of share-based awards			(758)	(975)
Net cash used in financing activities			(4,753)	(8,866)
Effect of exchange rate changes on cash and cash equivalents			(2,927)	(1,272)
Net change in cash and cash equivalents			(6,026)	(3,163)
Cash and cash equivalents at beginning of period			24,110	25,760	$ 25,760
Cash and cash equivalents at end of period	$ 18,084	$ 22,597	18,084	22,597	$ 24,110
Supplemental disclosure of cash paid
Interest, net			5,354	8,119
Income taxes, net of refunds			(3,764)	3,816
Noncash investing and financing
Equipment acquired through finance lease obligations			$ 3,373	$ 2,445

Goodwill

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

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


	Services		International		Products and Systems		Total
Balance at December 31, 2021	$	190,656	$	14,783	$	—	$	205,439



Foreign currency translation	(5,996)		(2,010)		—		(8,006)
Balance at September 30, 2022	$	184,660	$	12,773	$	—	$	197,433

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.

The Company performed a quantitative annual impairment test as of October 1, 2021 and the Company did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable. Additionally, through September 30, 2022, 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.

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2022

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 and were as follows for the three and nine months ended September 30, 2022 and 2021:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Due diligence, professional fees and other transaction costs	$	1	$	—	$	18	$	34
Adjustments to fair value of contingent consideration liabilities	—		246		45		1,034
Acquisition-related expense, net	$	1	$	246	$	63	$	1,068

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2022

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, 2022				December 31, 2021
	Useful Life (Years)	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount

Customer relationships	5-18	$	107,525	$	(80,938)	$	26,587	$	112,109	$	(80,319)	$	31,790
Software/Technology	3-15	50,093		(27,554)		22,539		52,265		(26,415)		25,850
Covenants not to compete	2-5	12,441		(12,336)		105		12,623		(12,390)		233
Other	2-12	10,294		(9,188)		1,106		10,574		(9,066)		1,508
Total		$	180,353	$	(130,016)	$	50,337	$	187,571	$	(128,190)	$	59,381

Acquisitions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Acquisitions (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract]
Due diligence, professional fees and other transaction costs	$ 1	$ 0	$ 18	$ 34
Adjustments to fair value of contingent consideration liabilities	0	246	45	1,034
Acquisition-related expense, net	$ 1	$ 246	$ 63	$ 1,068

Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 286,249		$ 286,249		$ 294,335
Accumulated depreciation and amortization	(210,116)		(210,116)		(207,757)
Property, plant and equipment, net	76,133		76,133		86,578
Depreciation expense	5,900	$ 6,100	18,300	$ 18,400
Land
Property, Plant and Equipment, net
Property, plant and equipment, gross	2,499		2,499		2,762
Buildings and improvements
Property, Plant and Equipment, net
Property, plant and equipment, gross	23,790		$ 23,790		24,787
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	19,219		$ 19,219		16,620
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	$ 240,741		$ 240,741		$ 250,166
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, 2022 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 205,439
Foreign currency translation	(8,006)
Ending balance	197,433
Services
Goodwill [Roll Forward]
Beginning balance	190,656
Foreign currency translation	(5,996)
Ending balance	184,660
International
Goodwill [Roll Forward]
Beginning balance	14,783
Foreign currency translation	(2,010)
Ending balance	12,773
Products and Systems
Goodwill [Roll Forward]
Beginning balance	0
Foreign currency translation	0
Ending balance	$ 0

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Leases - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Feb. 28, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
ROU liabilities		$ 39,181		$ 39,181		$ 44,070
Total rent payments				9,394	$ 9,870
ROU finance lease assets		$ 12,700		$ 12,700		$ 13,800
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
Operating Lease Arrangement \| Company's Headquarters
Lessee, Lease, Description [Line Items]
ROU liabilities		$ 2,000		$ 2,000		$ 2,900
Total rent payments		$ 200	$ 300	$ 700	$ 1,000
Percentage of reduction of rental payments	12.50%

Segment Disclosure (Tables)

9 Months Ended

Sep. 30, 2022

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,
	2022		2021		2022		2021
Revenue
Services	$	152,778	$	144,976	$	435,251	$	414,251
International	25,693		29,100		83,441		88,699
Products and Systems	3,078		3,308		8,666		9,499
Corporate and eliminations	(3,087)		(2,828)		(8,203)		(6,481)
	$	178,462	$	174,556	$	519,155	$	505,968


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Gross profit
Services	$	44,869	$	41,749	$	118,348	$	116,587
International	7,694		9,038		25,324		26,278
Products and Systems	1,189		1,422		3,514		4,655
Corporate and eliminations	32		7		47		33
	$	53,784	$	52,216	$	147,233	$	147,553

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,
	2022		2021		2022		2021
Income (loss) from operations
Services	$	16,700	$	16,085	$	35,315	$	38,991
International	814		1,169		2,678		2,158
Products and Systems	(333)		(281)		(1,334)		(653)
Corporate and eliminations	(8,067)		(7,737)		(22,668)		(24,632)
	$	9,114	$	9,236	$	13,991	$	15,864


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Depreciation and amortization
Services	$	6,168	$	6,192	$	18,927	$	18,517
International	1,858		2,167		5,835		6,552
Products and Systems	221		221		559		664
Corporate and eliminations	(50)		(72)		(189)		(28)
	$	8,197	$	8,508	$	25,132	$	25,705


	September 30, 2022		December 31, 2021
Intangible assets, net
Services	$	44,631	$	51,862
International	4,390		6,344
Products and Systems	1,184		1,042
Corporate and eliminations	132		133
	$	50,337	$	59,381


	September 30, 2022		December 31, 2021
Total assets
Services	$	415,090	$	424,058
International	94,153		111,619
Products and Systems	11,947		10,532
Corporate and eliminations	19,256		15,986
	$	540,446	$	562,195

Leases - Additional Information Related to Leases (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases
Finance - financing cash flows	$ 3,173	$ 3,032
Finance - operating cash flows	463	550
Operating - operating cash flows	9,394	9,870
ROU assets obtained in the exchange for lease liabilities
Finance leases	3,373	2,445
Operating leases	$ 5,367	$ 4,212
Weighted-average remaining lease term (in years)
Finance leases	5 years 3 months 18 days	5 years 6 months
Operating leases	4 years 9 months 18 days	5 years 3 months 18 days
Weighted-average discount rate
Finance leases	5.20%	5.40%
Operating leases	5.50%	5.80%

Share-Based Compensation - Restricted Stock Units Awards - Activity (Details) - Restricted Stock Unit Awards - $ / shares shares in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Restricted Stock Units Awards (Units)
Outstanding at beginning of period (in shares)	1,208	1,076
Granted (in shares)	675	528
Released (in shares)	(326)	(238)
Forfeited (in shares)	(42)	(53)
Outstanding at end of period (in shares)	1,515	1,313
Weighted Average Grant-Date Fair Value (in dollars per share)
Outstanding at the beginning of period (in dollars per share)	$ 7.96	$ 7.41
Granted (in dollars per share)	7.65	10.07
Released (in dollars per share)	10.03	10.98
Forfeited (in dollars per share)	8.19	8.90
Outstanding at end of period (in dollars per share)	$ 7.37	$ 7.75

Share-Based Compensation - Restricted Stock Unit Awards - Narrative (Details) - Restricted Stock Unit Awards - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized share-based compensation expense (benefit)	$ 0.9	$ 0.9	$ 2.8	$ 2.7
Unrecognized compensation cost, net of estimated forfeitures	$ 7.6		$ 7.6
Weighted-average period over which unrecognized compensation cost is expected to be recognized (years)			2 years 8 months 12 days

Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Finance
Remainder of 2022	$ 2,316
2023	4,408
2024	3,507
2025	1,958
2026	1,318
Thereafter	793
Total	14,300
Less: Present value discount	953
Lease liability	13,347
Operating
Remainder of 2022	3,044
2023	11,577
2024	9,432
2025	6,941
2026	5,031
Thereafter	8,941
Total	44,966
Less: Present value discount	5,785
Lease liability	$ 39,181	$ 44,070

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

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, 2022 and 2021:


	Nine months ended September 30,
	2022			2021
	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	(5)	$	22.35	—	$	—
Outstanding at end of period:	—	$	—	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,
	2022		2021
Restricted stock awards vested	326		238
Fair value of awards vested	$	2,164	$	2,670

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,
	2022		2021
Awards issued	70		51
Grant date fair value of awards issued	$	450	$	525

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,
	2022			2021
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	1,208	$	7.96	1,076	$	7.41
Granted	675	$	7.65	528	$	10.07
Released	(326)	$	10.03	(238)	$	10.98
Forfeited	(42)	$	8.19	(53)	$	8.90
Outstanding at end of period:	1,515	$	7.37	1,313	$	7.75

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


	Nine months ended September 30,
	2022			2021
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	388	$	10.07	333	$	8.84
Granted	341	$	6.55	189	$	12.59
Performance condition adjustments	(269)	$	7.71	(195)	$	7.83
Released	(17)	$	6.85	(22)	$	13.63
Forfeited	—	$	—	—	$	—
Outstanding at end of period:	443	$	9.74	305	$	12.56

Goodwill (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amount of Goodwill

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


	Services		International		Products and Systems		Total
Balance at December 31, 2021	$	190,656	$	14,783	$	—	$	205,439



Foreign currency translation	(5,996)		(2,010)		—		(8,006)
Balance at September 30, 2022	$	184,660	$	12,773	$	—	$	197,433

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

The Company’s Condensed Consolidated Balance Sheets include the following related to right-of-use ("ROU")


Leases	Classification	September 30, 2022		December 31, 2021
Assets
ROU assets	Other assets	$	37,777	$	42,451

Liabilities
ROU - current	Accrued expenses and other current liabilities	$	9,976	$	10,040
ROU liability - long-term	Other long-term liabilities	29,205		34,030
Total ROU liabilities		$	39,181	$	44,070

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 $2.0 million and $2.9 million as of September 30, 2022 and December 31, 2021, respectively. Total rent payments for this facility were approximately $0.2 million and $0.3 million for the three months ended September 30, 2022 and September 30, 2021, respectively. Total rent payments for this facility were approximately $0.7 million and $1.0 million for the nine months ended September 30, 2022 and September 30, 2021, respectively. An agreement was reached with the related party to reduce rental payments by 12.5% for the lease of the Company’s headquarters, effective February 2022 as part of a voluntary reduction.

The total ROU assets attributable to finance leases were approximately $12.7 million and $13.8 million as of September 30, 2022 and December 31, 2021, respectively, which is included in Property, plant, and equipment, net on the Condensed Consolidated Balance Sheets.

The components of lease costs were as follows:


		Three months ended September 30,				Nine months ended September 30,
	Classification	2022		2021		2022		2021
Finance lease expense
Amortization of ROU assets	Depreciation and amortization	$	1,002	$	1,002	$	3,039	$	3,094
Interest on lease liabilities	Interest expense	149		177		463		550
Operating lease expense	Cost of revenue; Selling, general & administrative expenses	3,194		3,239		9,595		9,808
Short-term lease expense	Cost of revenue; Selling, general & administrative expenses	26		7		35		22
Variable lease expense	Cost of revenue; Selling, general & administrative expenses	530		532		1,619		1,956
Total		$	4,901	$	4,957	$	14,751	$	15,430

Additional information related to leases was as follows:


	Nine months ended September 30,
		2022			2021
Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases
Finance - financing cash flows		$	3,173		$	3,032
Finance - operating cash flows		$	463		$	550
Operating - operating cash flows		$	9,394		$	9,870
ROU assets obtained in the exchange for lease liabilities
Finance leases		$	3,373		$	2,445
Operating leases		$	5,367		$	4,212
Weighted-average remaining lease term (in years)
Finance leases		5.3			5.5
Operating leases		4.8			5.3
Weighted-average discount rate
Finance leases		5.2		%	5.4		%
Operating leases		5.5		%	5.8		%

Maturities of lease liabilities as of September 30, 2022 were as follows:


	Finance		Operating
Remainder of 2022	$	2,316	$	3,044
2023	4,408		11,577
2024	3,507		9,432
2025	1,958		6,941
2026	1,318		5,031
Thereafter	793		8,941
Total	14,300		44,966
Less: Present value discount	953		5,785
Lease liability	$	13,347	$	39,181

Leases

The Company’s Condensed Consolidated Balance Sheets include the following related to right-of-use ("ROU")


Leases	Classification	September 30, 2022		December 31, 2021
Assets
ROU assets	Other assets	$	37,777	$	42,451

Liabilities
ROU - current	Accrued expenses and other current liabilities	$	9,976	$	10,040
ROU liability - long-term	Other long-term liabilities	29,205		34,030
Total ROU liabilities		$	39,181	$	44,070

The components of lease costs were as follows:


		Three months ended September 30,				Nine months ended September 30,
	Classification	2022		2021		2022		2021
Finance lease expense
Amortization of ROU assets	Depreciation and amortization	$	1,002	$	1,002	$	3,039	$	3,094
Interest on lease liabilities	Interest expense	149		177		463		550
Operating lease expense	Cost of revenue; Selling, general & administrative expenses	3,194		3,239		9,595		9,808
Short-term lease expense	Cost of revenue; Selling, general & administrative expenses	26		7		35		22
Variable lease expense	Cost of revenue; Selling, general & administrative expenses	530		532		1,619		1,956
Total		$	4,901	$	4,957	$	14,751	$	15,430

Additional information related to leases was as follows:


	Nine months ended September 30,
		2022			2021
Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases
Finance - financing cash flows		$	3,173		$	3,032
Finance - operating cash flows		$	463		$	550
Operating - operating cash flows		$	9,394		$	9,870
ROU assets obtained in the exchange for lease liabilities
Finance leases		$	3,373		$	2,445
Operating leases		$	5,367		$	4,212
Weighted-average remaining lease term (in years)
Finance leases		5.3			5.5
Operating leases		4.8			5.3
Weighted-average discount rate
Finance leases		5.2		%	5.4		%
Operating leases		5.5		%	5.8		%

Maturities of lease liabilities as of September 30, 2022 were as follows:


	Finance		Operating
Remainder of 2022	$	2,316	$	3,044
2023	4,408		11,577
2024	3,507		9,432
2025	1,958		6,941
2026	1,318		5,031
Thereafter	793		8,941
Total	14,300		44,966
Less: Present value discount	953		5,785
Lease liability	$	13,347	$	39,181

Acquisitions

9 Months Ended

Sep. 30, 2022

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 and were as follows for the three and nine months ended September 30, 2022 and 2021:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Due diligence, professional fees and other transaction costs	$	1	$	—	$	18	$	34
Adjustments to fair value of contingent consideration liabilities	—		246		45		1,034
Acquisition-related expense, net	$	1	$	246	$	63	$	1,068

As of September 30, 2022, the Company’s contingent consideration liabilities are included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

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,
	2022		2021
Beginning balance	$	1,831	$	1,640
Acquisitions	—		—
Payments	(938)		(938)
Accretion of liability	—		—
Revaluation	45		1,034
Foreign currency translation	—		—
Ending balance	$	938	$	1,736

Revenue (Tables)

9 Months Ended

Sep. 30, 2022

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, 2022	Services		International		Products		Corp/Elim		Total
Oil & Gas	$	90,578	$	6,418	$	35	$	—	$	97,031
Aerospace & Defense	16,784		4,397		112		—		21,293
Industrials	9,728		5,834		436		—		15,998
Power generation & Transmission	10,378		1,946		456		—		12,780
Other Process Industries	10,283		3,033		8		—		13,324
Infrastructure, Research & Engineering	4,936		1,784		1,150		—		7,870
Petrochemical	3,427		280		—		—		3,707
Other	6,664		2,001		881		(3,087)		6,459
Total	$	152,778	$	25,693	$	3,078	$	(3,087)	$	178,462


Three Months Ended September 30, 2021	Services		International		Products		Corp/Elim		Total
Oil & Gas	$	83,534	$	8,548	$	370	$	—	$	92,452
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
Petrochemical	4,974		72		—		—		5,046
Other	5,824		1,773		1,001		(2,828)		5,770
Total	$	144,976	$	29,100	$	3,308	$	(2,828)	$	174,556


Nine Months Ended September 30, 2022	Services		International		Products		Corp/Elim		Total
Oil & Gas	$	270,289	$	22,018	$	212	$	—	$	292,519
Aerospace & Defense	49,106		14,455		246		—		63,807
Industrials	28,529		17,868		1,271		—		47,668
Power generation & Transmission	22,578		6,505		1,979		—		31,062
Other Process Industries	32,217		10,305		23		—		42,545
Infrastructure, Research & Engineering	10,625		6,016		2,489		—		19,130
Petrochemical	10,056		413		—		—		10,469
Other	11,851		5,861		2,446		(8,203)		11,955
Total	$	435,251	$	83,441	$	8,666	$	(8,203)	$	519,155



Nine Months Ended September 30, 2021	Services		International		Products		Corp/Elim		Total
Oil & Gas	$	248,584	$	26,017	$	638	$	—	$	275,239
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
Petrochemical	16,375		191		—		—		16,566
Other	11,823		5,587		2,513		(6,481)		13,442
Total	$	414,251	$	88,699	$	9,499	$	(6,481)	$	505,968

Revenue per key geographic location was as follows:


Three Months Ended September 30, 2022	Services		International		Products		Corp/Elim		Total
United States	$	130,206	$	240	$	1,523	$	(1,098)	$	130,871
Other Americas	21,649		2,064		154		(1,274)		22,593
Europe	631		22,648		362		(622)		23,019
Asia-Pacific	292		741		1,039		(93)		1,979
Total	$	152,778	$	25,693	$	3,078	$	(3,087)	$	178,462


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


Nine Months Ended September 30, 2022	Services		International		Products		Corp/Elim		Total
United States	$	370,426	$	747	$	4,366	$	(2,319)	$	373,220
Other Americas	62,254		4,781		338		(2,988)		64,385
Europe	1,790		75,921		1,456		(2,501)		76,666
Asia-Pacific	781		1,992		2,506		(395)		4,884
Total	$	435,251	$	83,441	$	8,666	$	(8,203)	$	519,155



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

Earnings per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Computations of Basic and Diluted Earnings 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,
	2022		2021		2022		2021

Basic earnings per share
Numerator:
Net income attributable to Mistras Group, Inc.	$	4,373	$	3,380	$	3,653	$	3,955
Denominator:
Weighted average common shares outstanding	29,965		29,619		29,879		29,550
Basic earnings per share	$	0.15	$	0.11	$	0.12	$	0.13

Diluted earnings per share:
Numerator:
Net income attributable to Mistras Group, Inc.	$	4,373	$	3,380	$	3,653	$	3,955
Denominator:
Weighted average common shares outstanding	29,965		29,619		29,879		29,550
Dilutive effect of stock options outstanding	—		—		—		—
Dilutive effect of restricted stock units outstanding	280		508		330		543
	30,245		30,127		30,209		30,093
Diluted earnings per share	$	0.14	$	0.11	$	0.12	$	0.13

Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total debt	$ 201,212	$ 202,565
Less: Current portion	(7,365)	(20,162)
Long-term debt, net of current portion	193,847	182,403
Senior credit facility
Debt Instrument [Line Items]
Total debt	73,750	119,500
Senior credit facility \| Senior Secured Term Loan
Debt Instrument [Line Items]
Unamortized debt issuance costs	500	200
Total debt	122,936	76,673
Other
Debt Instrument [Line Items]
Total debt	$ 4,526	$ 6,392

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued salaries, wages and related employee benefits	$ 31,600	$ 33,816
Contingent consideration, current portion	938	1,830
Accrued workers’ compensation and health benefits	3,957	3,994
Deferred revenue	6,921	6,202
Pension accrual	2,519	2,519
Right-of-use liability - Operating	9,976	10,040
Other accrued expenses	27,159	25,462
Accrued expenses and other current liabilities	$ 83,070	$ 83,863

Description of Business and Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2022
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 ("SEC") 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, 2022 and December 31, 2021. 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 2021 Annual Report on Form 10-K ("2021 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. 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, 2022, 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 31.1% and 50.8% for the three months ended September 30, 2022 and 2021, respectively. The Company’s effective income tax rate was approximately 48.5% and 44.4% for the nine months ended September 30, 2022 and 2021, respectively. The effective income tax rate for the three months ended September 30, 2022, was higher than the statutory rate primarily due to various permanent tax adjustments and a $0.1 million valuation allowance recorded on a foreign jurisdiction. The Company's effective income tax rate for the three months ended September 30, 2021 was higher than the statutory rate primary due to various permanent tax adjustments and a $1.2 million valuation allowance recorded during the period which was related to various state deferred tax assets and earnings in jurisdictions with higher income tax rates than the United States. As of September 30, 2022, a valuation of $0.9 million has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. The effective income tax rate for the nine months ended September 30, 2022 was higher than the statutory rate due primarily to various permanent tax adjustments and a $0.9 million valuation allowance recorded during the period which was related to a foreign jurisdiction. The effective income tax rate for the nine months ended September 30, 2021 was higher than the statutory rate due to various permanent tax adjustments and a $1.2 million valuation allowance recorded during the year 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In March 2020 and updated in January 2021, the FASB issued ASU 2020-04 and 2021-01, “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, 2024. The Company is currently evaluating applicable contracts and the available expedients provided by the new guidance.
Revenue	Revenue The 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 Condensed 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 per Share Basic earnings 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. During the first quarter of 2022 the Company finalized a transfer pricing study which resulted in additional costs being allocated from Corporate to the operating segments with the majority of the costs allocated to the Services segment. These costs are reflected in operating income (loss) of each segment. 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.

Segment Disclosure (Details) $ in Thousands	3 Months Ended		9 Months Ended
Segment Disclosure (Details) $ in Thousands	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment			3
Financial information by segment
Revenue	$ 178,462	$ 174,556	$ 519,155	$ 505,968
Gross profit	53,784	52,216	147,233	147,553
Income (loss) from operations	9,114	9,236	13,991	15,864
Depreciation and amortization	8,197	8,508	25,132	25,705
Intangible assets, net	50,337		50,337		$ 59,381
Total assets	540,446		540,446		562,195
Operating segments \| Services
Financial information by segment
Revenue	152,778	144,976	435,251	414,251
Gross profit	44,869	41,749	118,348	116,587
Income (loss) from operations	16,700	16,085	35,315	38,991
Depreciation and amortization	6,168	6,192	18,927	18,517
Intangible assets, net	44,631		44,631		51,862
Total assets	415,090		415,090		424,058
Operating segments \| International
Financial information by segment
Revenue	25,693	29,100	83,441	88,699
Gross profit	7,694	9,038	25,324	26,278
Income (loss) from operations	814	1,169	2,678	2,158
Depreciation and amortization	1,858	2,167	5,835	6,552
Intangible assets, net	4,390		4,390		6,344
Total assets	94,153		94,153		111,619
Operating segments \| Products and Systems
Financial information by segment
Revenue	3,078	3,308	8,666	9,499
Gross profit	1,189	1,422	3,514	4,655
Income (loss) from operations	(333)	(281)	(1,334)	(653)
Depreciation and amortization	221	221	559	664
Intangible assets, net	1,184		1,184		1,042
Total assets	11,947		11,947		10,532
Corporate and eliminations
Financial information by segment
Revenue	(3,087)	(2,828)	(8,203)	(6,481)
Gross profit	32	7	47	33
Income (loss) from operations	(8,067)	(7,737)	(22,668)	(24,632)
Depreciation and amortization	(50)	$ (72)	(189)	$ (28)
Intangible assets, net	132		132		133
Total assets	$ 19,256		$ 19,256		$ 15,986

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

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,
	2022		2021
Beginning balance	$	1,831	$	1,640
Acquisitions	—		—
Payments	(938)		(938)
Accretion of liability	—		—
Revaluation	45		1,034
Foreign currency translation	—		—
Ending balance	$	938	$	1,736

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

Accounts Receivable, net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2019	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unbilled revenues accrued	$ 22,900		$ 22,900			$ 11,900
Past due receivables outstanding	131,396		131,396			$ 109,511
Bad debt provision for troubled customers, net of recoveries	0	$ 0	289	$ 0
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		$ 1,400
Bad debt provision for troubled customers, net of recoveries					$ 1,400

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current Assets
Cash and cash equivalents	$ 18,084	$ 24,110
Accounts receivable, net	131,396	109,511
Inventories	13,260	12,686
Prepaid expenses and other current assets	11,693	15,031
Total current assets	174,433	161,338
Property, plant and equipment, net	76,133	86,578
Intangible assets, net	50,337	59,381
Goodwill	197,433	205,439
Deferred income taxes	589	2,174
Other assets	41,521	47,285
Total assets	540,446	562,195
Current Liabilities
Accounts payable	12,805	12,870
Accrued expenses and other current liabilities	83,070	83,863
Current portion of long-term debt	7,365	20,162
Current portion of finance lease obligations	3,967	3,765
Income taxes payable	305	755
Total current liabilities	107,512	121,415
Long-term debt, net of current portion	193,847	182,403
Obligations under finance leases, net of current portion	9,380	9,752
Deferred income taxes	8,786	8,385
Other long-term liabilities	33,865	39,328
Total liabilities	353,390	361,283
Commitments and contingencies
Equity
Preferred stock, 10,000,000 shares authorized	0	0
Common stock, $0.01 par value, 200,000,000 shares authorized, 29,842,496 and 29,546,263 shares issued and outstanding	297	295
Additional paid-in capital	242,093	238,687
Accumulated deficit	(14,335)	(17,988)
Accumulated other comprehensive loss	(41,282)	(20,311)
Total Mistras Group, Inc. stockholders’ equity	186,773	200,683
Non-controlling interests	283	229
Total equity	187,056	200,912
Total liabilities and equity	$ 540,446	$ 562,195

Property, Plant and Equipment, net

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, net

Property, plant and equipment consisted of the following:


	Useful Life (Years)	September 30, 2022		December 31, 2021

Land		$	2,499	$	2,762
Buildings and improvements	30-40	23,790		24,787
Office furniture and equipment	5-8	19,219		16,620
Machinery and equipment	5-7	240,741		250,166
		286,249		294,335
Accumulated depreciation and amortization		(210,116)		(207,757)
Property, plant and equipment, net		$	76,133	$	86,578

Depreciation expense for the three months ended September 30, 2022 and 2021 was approximately $5.9 million and $6.1 million, respectively.

Depreciation expense for the nine months ended September 30, 2022 and 2021 was $18.3 million and $18.4 million, respectively.

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Assets
ROU assets	$ 37,777	$ 42,451
Liabilities
ROU - current	9,976	10,040
ROU liability - long-term	29,205	34,030
Total ROU liabilities	$ 39,181	$ 44,070
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

Segment Disclosure

9 Months Ended

Sep. 30, 2022

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. During the first quarter of 2022 the Company finalized a transfer pricing study which resulted in additional costs being allocated from Corporate to the operating segments with the majority of the costs allocated to the Services segment. These costs are reflected in operating income (loss) of each segment. 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,
	2022		2021		2022		2021
Revenue
Services	$	152,778	$	144,976	$	435,251	$	414,251
International	25,693		29,100		83,441		88,699
Products and Systems	3,078		3,308		8,666		9,499
Corporate and eliminations	(3,087)		(2,828)		(8,203)		(6,481)
	$	178,462	$	174,556	$	519,155	$	505,968


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Gross profit
Services	$	44,869	$	41,749	$	118,348	$	116,587
International	7,694		9,038		25,324		26,278
Products and Systems	1,189		1,422		3,514		4,655
Corporate and eliminations	32		7		47		33
	$	53,784	$	52,216	$	147,233	$	147,553

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,
	2022		2021		2022		2021
Income (loss) from operations
Services	$	16,700	$	16,085	$	35,315	$	38,991
International	814		1,169		2,678		2,158
Products and Systems	(333)		(281)		(1,334)		(653)
Corporate and eliminations	(8,067)		(7,737)		(22,668)		(24,632)
	$	9,114	$	9,236	$	13,991	$	15,864


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Depreciation and amortization
Services	$	6,168	$	6,192	$	18,927	$	18,517
International	1,858		2,167		5,835		6,552
Products and Systems	221		221		559		664
Corporate and eliminations	(50)		(72)		(189)		(28)
	$	8,197	$	8,508	$	25,132	$	25,705


	September 30, 2022		December 31, 2021
Intangible assets, net
Services	$	44,631	$	51,862
International	4,390		6,344
Products and Systems	1,184		1,042
Corporate and eliminations	132		133
	$	50,337	$	59,381


	September 30, 2022		December 31, 2021
Total assets
Services	$	415,090	$	424,058
International	94,153		111,619
Products and Systems	11,947		10,532
Corporate and eliminations	19,256		15,986
	$	540,446	$	562,195

Refer to Note 2–Revenue, for revenue by geographic area for the three and nine months ended September 30, 2022 and 2021.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

+ Details

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 ($) weld	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) installment	Sep. 30, 2022 USD ($) claim	Sep. 30, 2021 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2021 USD ($)	Jan. 01, 2020 USD ($)
Litigation
Accounts receivable, net					$ 131,396,000				$ 131,396,000			$ 109,511,000
Charge for potential loss					0	$ 0			(994,000)	$ 1,030,000
Reserve for potential loss on past due receivables in litigation					4,298,000				4,298,000			3,228,000
Pension accrual					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				1,400,000
Number or welds not in compliance \| weld				66
Number of welds inspected \| weld				16,000
Reserve for potential loss on past due receivables in litigation				$ 1,400,000
Litigation and Commercial Claims \| Texas Customer \| Various Pipeline Projects for Texas Customer
Litigation
Amount of damages claimed				$ 1,400,000
Charge for potential loss									$ 100,000
Class Action
Litigation
Charge for potential loss							$ 1,600,000	$ 800,000
Number of proceedings \| claim									2
Settlement liability		$ 2,300,000
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
Charge for potential loss									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					$ 1,900,000				$ 1,900,000
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
Extension term under agreement to purchase products from buyer	12 months

Fair Value Measurements (Details) - Level 3 - Contingent Consideration - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 1,831	$ 1,640
Acquisitions	0	0
Payments	(938)	(938)
Accretion of liability	0	0
Revaluation	45	1,034
Foreign currency translation	0	0
Ending balance	$ 938	$ 1,736

Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 180,353		$ 180,353		$ 187,571
Accumulated Amortization	(130,016)		(130,016)		(128,190)
Net Carrying Amount	50,337		50,337		59,381
Amortization expense of intangibles	2,300	$ 2,400	6,900	$ 7,300
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Amount	107,525		107,525		112,109
Accumulated Amortization	(80,938)		(80,938)		(80,319)
Net Carrying Amount	26,587		$ 26,587		31,790
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	50,093		$ 50,093		52,265
Accumulated Amortization	(27,554)		(27,554)		(26,415)
Net Carrying Amount	22,539		$ 22,539		25,850
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	12,441		$ 12,441		12,623
Accumulated Amortization	(12,336)		(12,336)		(12,390)
Net Carrying Amount	105		$ 105		233
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	10,294		$ 10,294		10,574
Accumulated Amortization	(9,188)		(9,188)		(9,066)
Net Carrying Amount	$ 1,106		$ 1,106		$ 1,508
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

Accounts Receivable, net (Tables)

9 Months Ended

Sep. 30, 2022

Receivables [Abstract]

Schedule of Accounts Receivable, Net

Accounts receivable consisted of the following:


	September 30, 2022		December 31, 2021

Trade accounts receivable	$	135,694	$	112,739
Allowance for credit losses	(4,298)		(3,228)
Accounts receivable, net	$	131,396	$	109,511

Description of Business and Basis of Presentation (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Tax Credit Carryforward [Line Items]
Effective income tax rate	31.10%	50.80%	48.50%	44.40%
Valuation allowance as of period end	$ 0.9		$ 0.9
Foreign Tax Authority
Tax Credit Carryforward [Line Items]
Valuation allowance recorded during the period related to deferred tax assets	$ 0.1		$ 0.9
State and Foreign Jurisdictions
Tax Credit Carryforward [Line Items]
Valuation allowance recorded during the period related to deferred tax assets		$ 1.2
Domestic Tax Authority and State Jurisdictions
Tax Credit Carryforward [Line Items]
Valuation allowance recorded during the period related to deferred tax assets				$ 1.2

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 02, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
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		29,895,487
Entity Central Index Key	0001436126
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3

Unaudited Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 178,462	$ 174,556	$ 519,155	$ 505,968
Cost of revenue	119,110	116,750	354,848	341,780
Depreciation	5,568	5,590	17,074	16,635
Gross profit	53,784	52,216	147,233	147,553
Selling, general and administrative expenses	41,590	39,221	124,303	118,579
Bad debt provision for troubled customers, net of recoveries	0	0	289	0
Legal settlement and insurance recoveries, net	0	0	(994)	1,030
Research and engineering	450	595	1,523	1,942
Depreciation and amortization	2,629	2,918	8,058	9,070
Acquisition-related expense, net	1	246	63	1,068
Income from operations	9,114	9,236	13,991	15,864
Interest expense	2,735	2,326	6,790	8,694
Income before provision for income taxes	6,379	6,910	7,201	7,170
Provision for income taxes	1,985	3,513	3,494	3,187
Net Income	4,394	3,397	3,707	3,983
Less: net income attributable to noncontrolling interests, net of taxes	21	17	54	28
Net Income attributable to Mistras Group, Inc.	$ 4,373	$ 3,380	$ 3,653	$ 3,955
Earnings per common share
Basic (in dollars per share)	$ 0.15	$ 0.11	$ 0.12	$ 0.13
Diluted (in dollars per share)	$ 0.14	$ 0.11	$ 0.12	$ 0.13
Weighted-average common shares outstanding:
Basic (in shares)	29,965	29,619	29,879	29,550
Diluted (in shares)	30,245	30,127	30,209	30,093

Revenue - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021
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	$ 4.0	$ 4.4
Revenue, practical expedient, incremental cost of obtaining a contract, maximum period (less than)	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction period	1 year

Share-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

The Company grants share-based incentive awards 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, and the remaining stock option award granted under the 2009 Plan expired during the three months ended March 31, 2022. 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 23, 2022, the Company’s shareholders approved an amendment to increase the total number of shares that may be issued under the 2016 Plan by 1.2 million, for a total of 4.9 million shares that are authorized for issuance under the 2016 Plan, of which approximately 1,600,000 shares were available for future grants as of September 30, 2022.

Stock Options

For each of the three and nine months ended September 30, 2022 and 2021, 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, 2022.

The following table sets forth a summary of the stock option activity, weighted-average exercise prices and options outstanding as of September 30, 2022 and 2021:


	Nine months ended September 30,
	2022			2021
	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	(5)	$	22.35	—	$	—
Outstanding at end of period:	—	$	—	5	$	22.35

Restricted Stock Unit Awards

For each of the three months ended September 30, 2022 and September 30, 2021, the Company recognized share-based compensation expense related to restricted stock unit awards of $0.9 million. For the nine months ended September 30, 2022 and 2021, the Company recognized share-based compensation expense related to restricted stock unit awards of $2.8 million and $2.7 million, respectively. As of September 30, 2022, there was $7.6 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 2.7 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,
	2022		2021
Restricted stock awards vested	326		238
Fair value of awards vested	$	2,164	$	2,670

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,
	2022		2021
Awards issued	70		51
Grant date fair value of awards issued	$	450	$	525

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


	Nine months ended September 30,
	2022			2021
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	1,208	$	7.96	1,076	$	7.41
Granted	675	$	7.65	528	$	10.07
Released	(326)	$	10.03	(238)	$	10.98
Forfeited	(42)	$	8.19	(53)	$	8.90
Outstanding at end of period:	1,515	$	7.37	1,313	$	7.75

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 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 were:

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 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.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.

For 2022, the Compensation Committee retained the Company’s prior year equity incentive compensation plan for its executive officers including utilizing the same metrics, as defined above, and approved the new target awards for 2022.

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,
	2022			2021
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	388	$	10.07	333	$	8.84
Granted	341	$	6.55	189	$	12.59
Performance condition adjustments	(269)	$	7.71	(195)	$	7.83
Released	(17)	$	6.85	(22)	$	13.63
Forfeited	—	$	—	—	$	—
Outstanding at end of period:	443	$	9.74	305	$	12.56

During the nine months ended September 30, 2022 and September 30, 2021, the Compensation Committee approved the final calculation of the award metrics for calendar year 2021 and calendar year 2020, respectively. The calendar year 2022 PRSUs decreased by approximately 157,000 units during the nine months ended September 30, 2022 as a result of the final calculation of the 2021 award and based on forecasted results for 2022 as compared to performance metrics determined by the Compensation Committee.

For each of the three months ended September 30, 2022 and September 30, 2021, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.3 million. For the nine months ended September 30, 2022 and September 30, 2021, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.9 million and $0.7 million, respectively. At September 30, 2022, there was $1.5 million of total unrecognized compensation costs related to approximately 443,000 non-vested PRSUs, which is expected to be recognized over a remaining weighted-average period of 1.8 years.

Revenue

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue

The 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, 2022	Services		International		Products		Corp/Elim		Total
Oil & Gas	$	90,578	$	6,418	$	35	$	—	$	97,031
Aerospace & Defense	16,784		4,397		112		—		21,293
Industrials	9,728		5,834		436		—		15,998
Power generation & Transmission	10,378		1,946		456		—		12,780
Other Process Industries	10,283		3,033		8		—		13,324
Infrastructure, Research & Engineering	4,936		1,784		1,150		—		7,870
Petrochemical	3,427		280		—		—		3,707
Other	6,664		2,001		881		(3,087)		6,459
Total	$	152,778	$	25,693	$	3,078	$	(3,087)	$	178,462


Three Months Ended September 30, 2021	Services		International		Products		Corp/Elim		Total
Oil & Gas	$	83,534	$	8,548	$	370	$	—	$	92,452
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
Petrochemical	4,974		72		—		—		5,046
Other	5,824		1,773		1,001		(2,828)		5,770
Total	$	144,976	$	29,100	$	3,308	$	(2,828)	$	174,556


Nine Months Ended September 30, 2022	Services		International		Products		Corp/Elim		Total
Oil & Gas	$	270,289	$	22,018	$	212	$	—	$	292,519
Aerospace & Defense	49,106		14,455		246		—		63,807
Industrials	28,529		17,868		1,271		—		47,668
Power generation & Transmission	22,578		6,505		1,979		—		31,062
Other Process Industries	32,217		10,305		23		—		42,545
Infrastructure, Research & Engineering	10,625		6,016		2,489		—		19,130
Petrochemical	10,056		413		—		—		10,469
Other	11,851		5,861		2,446		(8,203)		11,955
Total	$	435,251	$	83,441	$	8,666	$	(8,203)	$	519,155



Nine Months Ended September 30, 2021	Services		International		Products		Corp/Elim		Total
Oil & Gas	$	248,584	$	26,017	$	638	$	—	$	275,239
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
Petrochemical	16,375		191		—		—		16,566
Other	11,823		5,587		2,513		(6,481)		13,442
Total	$	414,251	$	88,699	$	9,499	$	(6,481)	$	505,968

Revenue per key geographic location was as follows:


Three Months Ended September 30, 2022	Services		International		Products		Corp/Elim		Total
United States	$	130,206	$	240	$	1,523	$	(1,098)	$	130,871
Other Americas	21,649		2,064		154		(1,274)		22,593
Europe	631		22,648		362		(622)		23,019
Asia-Pacific	292		741		1,039		(93)		1,979
Total	$	152,778	$	25,693	$	3,078	$	(3,087)	$	178,462


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


Nine Months Ended September 30, 2022	Services		International		Products		Corp/Elim		Total
United States	$	370,426	$	747	$	4,366	$	(2,319)	$	373,220
Other Americas	62,254		4,781		338		(2,988)		64,385
Europe	1,790		75,921		1,456		(2,501)		76,666
Asia-Pacific	781		1,992		2,506		(395)		4,884
Total	$	435,251	$	83,441	$	8,666	$	(8,203)	$	519,155



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

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 Condensed 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, 2022 and 2021 that was included in the contract liability balance at the beginning of such year was $4.0 million and $4.4 million, respectively. 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 when the asset that the Company otherwise would have recognized is one year or less.

- 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 https://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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Share-Based Compensation - Performance Restricted Stock Units - Activity (Details) - PRSUs - $ / shares shares in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Performance Restricted Stock (Units)
Outstanding at beginning of period (in shares)	388	333
Granted (in shares)	341	189
Performance condition adjustments (in shares)	(269)	(195)
Released (in shares)	(17)	(22)
Forfeited (in shares)	0	0
Outstanding at end of period (in shares)	443	305
Weighted Average Grant-Date Fair Value (in dollars per share)
Outstanding at the beginning of period (in dollars per share)	$ 10.07	$ 8.84
Granted (in dollars per share)	6.55	12.59
Performance condition adjustments (in dollars per share)	7.71	7.83
Released (in dollars per share)	6.85	13.63
Forfeited (in dollars per share)	0	0
Outstanding at end of period (in dollars per share)	$ 9.74	$ 12.56

Long-Term Debt

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Long-Term Debt

Long-term debt consisted of the following:


	September 30, 2022		December 31, 2021

Senior credit facility	$	73,750	$	119,500
Senior secured term loan, net of unamortized debt issuance costs of $0.5 million and $0.2 million, respectively	122,936		76,673

Other	4,526		6,392
Total debt	201,212		202,565
Less: Current portion	(7,365)		(20,162)
Long-term debt, net of current portion	$	193,847	$	182,403

Senior Credit Facility

Prior to entering into the new Credit Agreement described below, the Company had a credit agreement with its banking group (the "Credit Agreement") which provided the Company with a $150 million revolving credit facility and a $100 million term loan. The Credit Agreement was most recently amended on May 19, 2021 and had a maturity date of December 12, 2023.

On August 1, 2022, the Company entered into a new credit agreement (the “New Credit Agreement”) which replaced the prior Credit Agreement and provides the Company with a $190 million 5-year committed revolving credit facility and a $125 million term loan with a balance of $122.9 million as of September 30, 2022. The New Credit Agreement permits the Company to borrow up to $100 million in non-US dollar currencies and to use up to $20 million of the credit limit for the issuance of letters of credit. Both the revolving line of credit and the term loan under the New Credit Agreement have a maturity date of July 30, 2027.

The New Credit Agreement has the following key terms, conditions and financial covenants:

•Borrowings bear interest at Secured Overnight Financing Rate ("SOFR") plus a credit spread adjustment and applicable SOFR margin ranging from 1.25% to 2.75%, based upon our Total Consolidated Debt Leverage Ratio (defined below); under the Credit Agreement, the margin was based upon the LIBOR margin.

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

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

•The Company has the benefit of the lowest SOFR margin if its Total Consolidated Debt Leverage Ratio is equal to or less than 1.25 to 1.0, and the margin increases as the ratio increases, to the maximum margin if the ratio is greater than 3.75 to 1.0. The New Credit Agreement is secured by liens on substantially all the assets of the Company and certain of its U.S subsidiaries and is guaranteed by those U.S subsidiaries.

•The Company has to maintain a Total Consolidated Debt Leverage Ratio of no more than 4.0 to 1.0 at the end of each quarter through June 30, 2023 and stepping down to a maximum permitted ratio of no more than 3.75 to 1.0 for the remainder of the term.

•The Company has to maintain a Fixed Charge Coverage Ratio of 1.25 to 1.0 for the duration of the New Credit Agreement, as defined in the New Credit Agreement.

•The New Credit Agreement limits the Company’s ability to, among other things, create liens, make investments, incur more indebtedness, merge or consolidate, make dispositions of property, pay dividends, make distributions to stockholders or repurchase our stock, enter into a new line of business, enter into transactions with affiliates and enter into burdensome agreements.

•The New Credit Agreement does not limit the Company’s ability to acquire other businesses or companies except that the acquired business or company must be in the Company's line of business, the Company must be in compliance with the financial covenants on a pro forma basis after taking into account the acquisition, and the Company must provide written notice at least five business days prior to the date of an acquisition of $10 million or more.

•Quarterly payments on the term loan of $1.56 million through June 30, 2024, then increasing to $2.34 million through June 30, 2025, and to $3.12 million for each quarterly payment thereafter through maturity.

The New Credit Agreement was accounted for as a modification and the Company expensed $0.8 million in unamortized capitalized debt issuance costs and fees during the three months ended September 30, 2022, which was included in selling, general and administrative expenses on the Consolidated Statements of Income. The Company incurred $1.6 million in financing costs for the New Credit Agreement, of which $0.2 million of third party costs were expensed and included in selling, general and administrative expenses on the Consolidated Statements of Income.

As of September 30, 2022, the Company had borrowings of $196.7 million and a total of $3.0 million of letters of credit outstanding under the New Credit Agreement. The Company has capitalized costs associated with debt modifications of $1.4 million as of September 30, 2022, 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 July 30, 2027.

As of September 30, 2022, the Company was in compliance with the terms of the New Credit Agreement. The Company continuously monitors compliance with the covenants contained in its New Credit Agreement. The Company believes that it is probable that the Company will be able to comply with the financial covenants in the New Credit Agreement and that sufficient credit remains available under the New Credit Agreement to meet the Company’s liquidity needs. However, due to the uncertainties of the global economy, including 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, 2022, there was an aggregate of approximately $4.5 million outstanding, payable at various times through 2030. Monthly payments range from $1.0 thousand to $15.0 thousand and interest rates range from 0.4% to 3.5%.

Share-Based Compensation - Equity Incentive Plans (Details)		9 Months Ended
	May 23, 2022 shares	Sep. 30, 2022 plan shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity incentive plans \| plan		2
2009 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards that may be granted (in shares)		0
2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards that may be granted (in shares)		1,600,000
Increase in total number of shares authorized for issuance (in shares)	1,200,000
Total number of shares authorized for issuance (in shares)	4,900,000

Accounts Receivable, net

9 Months Ended

Sep. 30, 2022

Receivables [Abstract]

Accounts Receivable, net

Accounts receivable consisted of the following:


	September 30, 2022		December 31, 2021

Trade accounts receivable	$	135,694	$	112,739
Allowance for credit losses	(4,298)		(3,228)
Accounts receivable, net	$	131,396	$	109,511

The Company had $22.9 million and $11.9 million of unbilled revenue accrued as of September 30, 2022 and December 31, 2021, 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.

Description of Business and Basis of Presentation	9 Months Ended
Description of Business and Basis of Presentation	Sep. 30, 2022
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, strong commitment to Environmental, Social, and Governance (ESG) initiatives 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 systems to help avoid catastrophic incidents, 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 Internet of Things ("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 Issues related to the COVID-19 coronavirus (COVID-19) pandemic have subsided significantly during 2022 as compared to 2021. The Russian-Ukrainian conflict is creating disruption in the oil & gas market and the supply chain in general, which is resulting in some disruption to our business operations. With oil prices high, refineries are working at full capacity and are deferring maintenance and inspection work as much as possible, which is impacting our business as well. 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. Earlier in 2022, the Company 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 and the effect of inflationary pressures and the Russian-Ukrainian conflict may have on its business, results of operations or liquidity or in other ways which the Company cannot yet determine. The Company’s European operations are currently experiencing increased costs associated with higher energy costs, among others, due in part to the Russian-Ukrainian conflict. The Company will continue to monitor market conditions and respond accordingly. 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 ("SEC") 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, 2022 and December 31, 2021. 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 2021 Annual Report on Form 10-K ("2021 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. 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, 2022 and 2021, 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 2021 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 2021 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, 2022, 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 31.1% and 50.8% for the three months ended September 30, 2022 and 2021, respectively. The Company’s effective income tax rate was approximately 48.5% and 44.4% for the nine months ended September 30, 2022 and 2021, respectively. The effective income tax rate for the three months ended September 30, 2022, was higher than the statutory rate primarily due to various permanent tax adjustments and a $0.1 million valuation allowance recorded on a foreign jurisdiction. The Company's effective income tax rate for the three months ended September 30, 2021 was higher than the statutory rate primary due to various permanent tax adjustments and a $1.2 million valuation allowance recorded during the period which was related to various state deferred tax assets and earnings in jurisdictions with higher income tax rates than the United States. As of September 30, 2022, a valuation of $0.9 million has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. The effective income tax rate for the nine months ended September 30, 2022 was higher than the statutory rate due primarily to various permanent tax adjustments and a $0.9 million valuation allowance recorded during the period which was related to a foreign jurisdiction. The effective income tax rate for the nine months ended September 30, 2021 was higher than the statutory rate due to various permanent tax adjustments and a $1.2 million valuation allowance recorded during the year 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. Recent Accounting Pronouncements In March 2020 and updated in January 2021, the FASB issued ASU 2020-04 and 2021-01, “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, 2024. The Company is currently evaluating applicable contracts and the available expedients provided by the new guidance.

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 (loss)	Noncontrolling Interest
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	3,983	3,955			3,955		28
Other comprehensive loss, net of tax	(3,117)	(3,115)				(3,115)	(2)
Share-based compensation	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	3,397	3,380			3,380		17
Other comprehensive loss, net of tax	(5,472)	(5,469)				(5,469)	(3)
Share-based compensation	1,452	1,452		1,452
Net settlements of restricted stock units (in shares)			26
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 Dec. 31, 2021			29,546
Beginning balance at Dec. 31, 2021	200,912	200,683	$ 295	238,687	(17,988)	(20,311)	229
Increase (Decrease) in Stockholders' Equity
Net income	3,707	3,653			3,653		54
Other comprehensive loss, net of tax	(20,971)	(20,971)				(20,971)
Share-based compensation	4,166	4,166		4,166
Net settlements of restricted stock units (in shares)			296
Net settlement of restricted stock units	(758)	(758)	$ 2	(760)
Ending balance (in shares) at Sep. 30, 2022			29,842
Ending balance at Sep. 30, 2022	187,056	186,773	$ 297	242,093	(14,335)	(41,282)	283
Beginning balance (in shares) at Jun. 30, 2022			29,807
Beginning balance at Jun. 30, 2022	194,261	193,999	$ 297	240,697	(18,708)	(28,287)	262
Increase (Decrease) in Stockholders' Equity
Net income	4,394	4,373			4,373		21
Other comprehensive loss, net of tax	(12,995)	(12,995)				(12,995)
Share-based compensation	1,396	1,396		1,396
Net settlements of restricted stock units (in shares)			35
Ending balance (in shares) at Sep. 30, 2022			29,842
Ending balance at Sep. 30, 2022	$ 187,056	$ 186,773	$ 297	$ 242,093	$ (14,335)	$ (41,282)	$ 283

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=124507222&loc=d3e1436-108581

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 20
-URI https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-URI https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3000-108585

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI https://asc.fasb.org/extlink&oid=126929396&loc=SL4569616-111683

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 23: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 29: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-URI https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 31: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI https://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI https://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

+ 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 45
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 45
-Paragraph 23
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 326
-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 105
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 105
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 16
-URI https://asc.fasb.org/extlink&oid=126929396&loc=SL4568740-111683

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(3)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 45
-Paragraph 5
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793

Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (d)(2)
-URI https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 848
-SubTopic 10
-Section 65
-Paragraph 2
-Subparagraph (a)(3)(iii)(03)
-URI https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (d)(3)
-URI https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (f)(2)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 65
-Paragraph 15
-Subparagraph (f)(2)
-URI https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333

Reference 22: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4I
-URI https://asc.fasb.org/extlink&oid=120409616&loc=SL4590271-111686

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (f)(1)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 20
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900

Reference 25: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126929396&loc=SL4568447-111683

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 65
-Paragraph 15
-Subparagraph (f)(1)
-URI https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(3)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 65
-Paragraph 15
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333

+ Details

Earnings per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Earnings per Share

Basic earnings 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,
	2022		2021		2022		2021

Basic earnings per share
Numerator:
Net income attributable to Mistras Group, Inc.	$	4,373	$	3,380	$	3,653	$	3,955
Denominator:
Weighted average common shares outstanding	29,965		29,619		29,879		29,550
Basic earnings per share	$	0.15	$	0.11	$	0.12	$	0.13

Diluted earnings per share:
Numerator:
Net income attributable to Mistras Group, Inc.	$	4,373	$	3,380	$	3,653	$	3,955
Denominator:
Weighted average common shares outstanding	29,965		29,619		29,879		29,550
Dilutive effect of stock options outstanding	—		—		—		—
Dilutive effect of restricted stock units outstanding	280		508		330		543
	30,245		30,127		30,209		30,093
Diluted earnings per share	$	0.14	$	0.11	$	0.12	$	0.13

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	September 30, 2022		December 31, 2021

Accrued salaries, wages and related employee benefits	$	31,600	$	33,816
Contingent consideration, current portion	938		1,830
Accrued workers’ compensation and health benefits	3,957		3,994
Deferred revenue	6,921		6,202
Pension accrual	2,519		2,519
Right-of-use liability - Operating	9,976		10,040
Other accrued expenses	27,159		25,462
Total	$	83,070	$	83,863

Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Finance lease expense
Amortization of ROU assets	$ 1,002	$ 1,002	$ 3,039	$ 3,094
Interest on lease liabilities	149	177	463	550
Operating lease expense	3,194	3,239	9,595	9,808
Short-term lease expense	26	7	35	22
Variable lease expense	530	532	1,619	1,956
Total	$ 4,901	$ 4,957	$ 14,751	$ 15,430

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	September 30, 2022		December 31, 2021

Accrued salaries, wages and related employee benefits	$	31,600	$	33,816
Contingent consideration, current portion	938		1,830
Accrued workers’ compensation and health benefits	3,957		3,994
Deferred revenue	6,921		6,202
Pension accrual	2,519		2,519
Right-of-use liability - Operating	9,976		10,040
Other accrued expenses	27,159		25,462
Total	$	83,070	$	83,863

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 4,394	$ 3,397	$ 3,707	$ 3,983
Other comprehensive income (loss):
Foreign currency translation adjustments	(12,995)	(5,472)	(20,971)	(3,117)
Comprehensive Income (Loss)	(8,601)	(2,075)	(17,264)	866
Less: net income attributable to noncontrolling interest	21	17	54	28
Less: Foreign currency translation adjustments attributable to noncontrolling interests	0	(3)	0	(2)
Comprehensive income (loss) attributable to Mistras Group, Inc	$ (8,622)	$ (2,089)	$ (17,318)	$ 840

- 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.

+ References + Details

- Definition

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

+ References

+ Details

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Schedule of Supplemental Balance Sheet Information

The Company’s Condensed Consolidated Balance Sheets include the following related to right-of-use ("ROU")


Leases	Classification	September 30, 2022		December 31, 2021
Assets
ROU assets	Other assets	$	37,777	$	42,451

Liabilities
ROU - current	Accrued expenses and other current liabilities	$	9,976	$	10,040
ROU liability - long-term	Other long-term liabilities	29,205		34,030
Total ROU liabilities		$	39,181	$	44,070

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	2022		2021		2022		2021
Finance lease expense
Amortization of ROU assets	Depreciation and amortization	$	1,002	$	1,002	$	3,039	$	3,094
Interest on lease liabilities	Interest expense	149		177		463		550
Operating lease expense	Cost of revenue; Selling, general & administrative expenses	3,194		3,239		9,595		9,808
Short-term lease expense	Cost of revenue; Selling, general & administrative expenses	26		7		35		22
Variable lease expense	Cost of revenue; Selling, general & administrative expenses	530		532		1,619		1,956
Total		$	4,901	$	4,957	$	14,751	$	15,430

Additional information related to leases was as follows:


	Nine months ended September 30,
		2022			2021
Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases
Finance - financing cash flows		$	3,173		$	3,032
Finance - operating cash flows		$	463		$	550
Operating - operating cash flows		$	9,394		$	9,870
ROU assets obtained in the exchange for lease liabilities
Finance leases		$	3,373		$	2,445
Operating leases		$	5,367		$	4,212
Weighted-average remaining lease term (in years)
Finance leases		5.3			5.5
Operating leases		4.8			5.3
Weighted-average discount rate
Finance leases		5.2		%	5.4		%
Operating leases		5.5		%	5.8		%

Schedule of Maturities of Operating Lease Liabilities

Maturities of lease liabilities as of September 30, 2022 were as follows:


	Finance		Operating
Remainder of 2022	$	2,316	$	3,044
2023	4,408		11,577
2024	3,507		9,432
2025	1,958		6,941
2026	1,318		5,031
Thereafter	793		8,941
Total	14,300		44,966
Less: Present value discount	953		5,785
Lease liability	$	13,347	$	39,181

Schedule of Maturities of Finance Lease Liabilities

Maturities of lease liabilities as of September 30, 2022 were as follows:


	Finance		Operating
Remainder of 2022	$	2,316	$	3,044
2023	4,408		11,577
2024	3,507		9,432
2025	1,958		6,941
2026	1,318		5,031
Thereafter	793		8,941
Total	14,300		44,966
Less: Present value discount	953		5,785
Lease liability	$	13,347	$	39,181