0001436126-23-000052 | 10-Q | XBRL Viewer

Share-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

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 awards have been granted under the 2009 Plan since the 2016 Plan was approved by shareholders in 2016, 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 1,300,000 shares were available for future grants as of September 30, 2023.

Stock Options

During the three months ended March 31, 2022, all remaining outstanding stock options expired. For each of the three and nine months ended September 30, 2023 and 2022, the Company did not recognize any share-based compensation expense related to stock option awards.

Restricted Stock Unit Awards

For the three months ended September 30, 2023 and September 30, 2022, the Company recognized share-based compensation expense related to restricted stock unit awards of $0.7 million and $0.9 million, respectively. For the nine months ended September 30, 2023 and 2022, the Company recognized share-based compensation expense related to restricted stock unit awards of $2.5 million and $2.8 million, respectively. As of September 30, 2023, there was $8.1 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,
	2023		2022
Restricted stock awards vested	430		326
Fair value of awards vested	$	2,639	$	2,164

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


	Nine months ended September 30,
	2023		2022
Awards issued	99		70
Grant date fair value of awards issued	$	550	$	450

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


	Nine months ended September 30,
	2023			2022
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	1,415	$	7.96	1,208	$	7.96
Granted	591	$	8.37	675	$	7.65
Vested	(430)	$	6.14	(326)	$	10.03
Forfeited	(120)	$	7.96	(42)	$	8.19
Outstanding at end of period:	1,456	$	7.71	1,515	$	7.37

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 may vary between zero and 200% of the target award, 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 2022, the Compensation Committee utilized the same performance metrics for the Company's PRSUs awarded in 2022 as it utilized for the 2021 PRSUs. The three metrics were:

1.Free Cash Flow defined as 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 2021), compared to the average share price during the 20-trading day period ending on the final measurement date (the last 20 trading days of 2022). Any cash dividends or distributions paid in 2022 were 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 2023, the Compensation Committee used different performance metrics for PRSUs approved in that year. The three metrics are:

3.Revenue

PRSUs are equity-classified and compensation costs related to PRSUs with performance conditions are initially measured using the fair value of the underlying stock at the date of grant. Compensation costs related to the PRSUs with performance conditions 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. Earned PRSUs generally vest ratably on each of the first four anniversary dates following 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,
	2023			2022
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	280	$	9.96	388	$	10.07
Granted	282	$	8.50	341	$	6.55
Performance condition adjustments	(314)	$	8.34	(269)	$	7.71
Vested	(64)	$	5.58	(17)	$	6.85
Forfeited	(84)	$	(6.95)	—	$	—
Outstanding at end of period:	100	$	9.83	443	$	9.74

During the nine months ended September 30, 2023, the Compensation Committee approved the final calculation of the award metrics for calendar year 2022. As a result, the calendar year 2023 PRSUs decreased by approximately 314,000 units during the nine months ended September 30, 2023 as a result of the final calculation of award metrics for 2022 awards and based on forecasted results for 2023 as compared to performance metrics determined by the Compensation Committee.

For the three months ended September 30, 2023 and September 30, 2022, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.1 million and $0.3 million, respectively. For the nine months ended September 30, 2023 and September 30, 2022, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.6 million and $0.9 million, respectively. At September 30, 2023, there was $0.7 million of total unrecognized compensation costs related to approximately 100,000 non-vested PRSUs, which is expected to be recognized over a remaining weighted-average period of 1.0 year.

Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 185,470		$ 185,470		$ 183,588
Accumulated Amortization	(141,002)		(141,002)		(134,573)
Net Carrying Amount	44,468		44,468		49,015
Amortization expense of intangibles	2,200	$ 2,300	6,500	$ 6,900
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Amount	109,409		109,409		109,683
Accumulated Amortization	(87,977)		(87,977)		(84,130)
Net Carrying Amount	$ 21,432		$ 21,432		25,553
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	5 years		5 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	18 years		18 years
Software/Technology
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 53,199		$ 53,199		51,028
Accumulated Amortization	(31,082)		(31,082)		(28,669)
Net Carrying Amount	$ 22,117		$ 22,117		22,359
Software/Technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	3 years		3 years
Software/Technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	15 years		15 years
Covenants not to compete
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 12,483		$ 12,483		12,488
Accumulated Amortization	(12,429)		(12,429)		(12,416)
Net Carrying Amount	$ 54		$ 54		72
Covenants not to compete \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	2 years		2 years
Covenants not to compete \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	5 years		5 years
Other
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 10,379		$ 10,379		10,389
Accumulated Amortization	(9,514)		(9,514)		(9,358)
Net Carrying Amount	$ 865		$ 865		$ 1,031
Other \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	2 years		2 years
Other \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	12 years		12 years

Share-Based Compensation - Fully-vested Common Stock Issued to Non-employee Directors (Details) - Common Stock - Non-employee Directors - USD ($) shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards issued (in shares)	99	70
Grant date fair value of awards issued	$ 550	$ 450

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:


	September 30, 2023		December 31, 2022

Senior credit facility	$	72,118	$	65,250
Senior secured term loan, net of unamortized debt issuance costs of $0.4 million and $0.5 million, respectively	117,572		121,399

Other	4,178		4,602
Total debt	193,868		191,251
Less: Current portion	(8,402)		(7,425)
Long-term debt, net of current portion	$	185,466	$	183,826

- 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.

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+ Details

Acquisitions

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisition-Related Expense

In the course of its acquisition activities, the Company incurs costs in connection with due diligence, such as professional fees, and other expenses. Additionally, the Company adjusts the fair value of acquisition-related contingent consideration liabilities on a quarterly basis. These amounts are reported as Acquisition-related expense, net on the Unaudited Condensed Consolidated Statements of Income (Loss) and were as follows for the three and nine months ended September 30, 2023 and 2022:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Due diligence, professional fees and other transaction costs	$	—	$	1	$	5	$	18
Adjustments to fair value of contingent consideration liabilities			—				45
Acquisition-related expense, net	$	—	$	1	$	5	$	63

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

Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 311,797		$ 311,797		$ 296,668
Accumulated depreciation and amortization	(232,035)		(232,035)		(219,107)
Property, plant and equipment, net	79,762		79,762		77,561
Depreciation expense	6,600	$ 5,900	19,000	$ 18,300
Land
Property, Plant and Equipment, net
Property, plant and equipment, gross	2,438		2,438		2,529
Buildings and improvements
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 25,671		$ 25,671		24,800
Buildings and improvements \| Minimum
Property, Plant and Equipment, net
Useful Life (Years)	30 years		30 years
Buildings and improvements \| Maximum
Property, Plant and Equipment, net
Useful Life (Years)	40 years		40 years
Office furniture and equipment
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 21,318		$ 21,318		18,057
Office furniture and equipment \| Minimum
Property, Plant and Equipment, net
Useful Life (Years)	5 years		5 years
Office furniture and equipment \| Maximum
Property, Plant and Equipment, net
Useful Life (Years)	8 years		8 years
Machinery and equipment
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 262,370		$ 262,370		$ 251,282
Machinery and equipment \| Minimum
Property, Plant and Equipment, net
Useful Life (Years)	5 years		5 years
Machinery and equipment \| Maximum
Property, Plant and Equipment, net
Useful Life (Years)	7 years		7 years

Revenue

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

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

Performance Obligations

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

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

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

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

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

Contract Estimates

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

Revenue by Category

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

Revenue by industry was as follows:


Three Months Ended September 30, 2023	North America		International		Products		Corp/Elim		Total
Oil & Gas	$	94,390	$	8,827	$	35	$	—	$	103,252
Aerospace & Defense	14,240		5,778		47		—		20,065
Industrials	10,325		6,018		310		—		16,653
Power Generation & Transmission	7,388		1,653		696		—		9,737
Other Process Industries	6,933		2,864		(5)		—		9,792
Infrastructure, Research & Engineering	6,042		2,383		1,070		—		9,495
Petrochemical	3,313		586		—		—		3,899
Other	6,183		2,871		676		(3,269)		6,461
Total	$	148,814	$	30,980	$	2,829	$	(3,269)	$	179,354


Three Months Ended September 30, 2022	North America		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


Nine Months Ended September 30, 2023	North America		International		Products		Corp/Elim		Total
Oil & Gas	$	281,663	$	26,291	$	87	$	—	$	308,041
Aerospace & Defense	41,516		15,894		275		—		57,685
Industrials	30,693		18,274		1,336		—		50,303
Power Generation & Transmission	17,834		4,840		3,189		—		25,863
Other Process Industries	24,906		10,567		73		—		35,546
Infrastructure, Research & Engineering	12,696		6,547		2,759		—		22,002
Petrochemical	10,027		887		—		—		10,914
Other	11,960		7,364		2,178		(8,457)		13,045
Total	$	431,295	$	90,664	$	9,897	$	(8,457)	$	523,399



Nine Months Ended September 30, 2022	North America		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

Revenue per key geographic location was as follows:


Three Months Ended September 30, 2023	North America		International		Products		Corp/Elim		Total
United States	$	126,239	$	120	$	1,032	$	(849)	$	126,542
Other Americas	21,907		3,703		49		(1,659)		24,000
Europe	465		26,764		510		(701)		27,038
Asia-Pacific	203		393		1,238		(60)		1,774
Total	$	148,814	$	30,980	$	2,829	$	(3,269)	$	179,354


Three Months Ended September 30, 2022	North America		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


Nine Months Ended September 30, 2023	North America		International		Products		Corp/Elim		Total
United States	$	369,811	$	709	$	4,478	$	(1,718)	$	373,280
Other Americas	57,218		11,013		673		(3,565)		65,339
Europe	3,159		75,421		1,275		(2,693)		77,162
Asia-Pacific	1,107		3,521		3,471		(481)		7,618
Total	$	431,295	$	90,664	$	9,897	$	(8,457)	$	523,399



Nine Months Ended September 30, 2022	North America		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

Contract Balances

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

Revenue recognized during the nine months ended September 30, 2023 and 2022 that was included in the contract liability balance at the beginning of such year was $5.7 million and $4.0 million, respectively, for each period. Changes in the contract asset and liability balances during these periods were not materially impacted by any other factors. The Company applies the practical expedient to expense incremental costs incurred relating to obtaining a contract when the amortization period of 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//606/tableOfContent

+ Details

Segment Disclosure (Tables)

9 Months Ended

Sep. 30, 2023

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,
	2023		2022		2023		2022
Revenue
North America	$	148,814	$	152,778	$	431,295	$	435,251
International	30,980		25,693		90,664		83,441
Products and Systems	2,829		3,078		9,897		8,666
Corporate and eliminations	(3,269)		(3,087)		(8,457)		(8,203)
	$	179,354	$	178,462	$	523,399	$	519,155


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Gross profit
North America	$	44,773	$	44,869	$	121,088	$	118,348
International	8,481		7,694		24,247		25,324
Products and Systems	1,096		1,189		4,773		3,514
Corporate and eliminations	32		32		73		47
	$	54,382	$	53,784	$	150,181	$	147,233

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,
	2023		2022		2023		2022
Income (loss) from operations
North America	$	18,004	$	16,700	$	39,719	$	35,315
International	(12,970)		814		(13,031)		2,678
Products and Systems	(557)		(333)		(78)		(1,334)
Corporate and eliminations	(9,159)		(8,067)		(29,228)		(22,668)
	$	(4,682)	$	9,114	$	(2,618)	$	13,991


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Depreciation and amortization
North America	$	6,603	$	6,168	$	19,329	$	18,927
International	1,915		1,858		5,663		5,835
Products and Systems	183		221		526		559
Corporate and eliminations	47		(50)		(48)		(189)
	$	8,748	$	8,197	$	25,470	$	25,132


	September 30, 2023		December 31, 2022
Intangible assets, net
North America	$	38,619	$	43,260
International	3,265		4,422
Products and Systems	1,260		1,208
Corporate and eliminations	1,324		125
	$	44,468	$	49,015


	September 30, 2023		December 31, 2022
Total assets
North America	$	414,190	$	407,779
International	93,951		104,531
Products and Systems	13,557		12,408
Corporate and eliminations	14,992		10,186
	$	536,690	$	534,904

Unaudited Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands	Total	Total Mistras Group, Inc. Stockholders’ Equity	Common Stock	Additional paid-in capital	Retained earnings (deficit)	Accumulated other comprehensive income (loss)	Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 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 (loss)	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 (loss)	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
Beginning balance (in shares) at Dec. 31, 2022			29,895
Beginning balance at Dec. 31, 2022	198,749	198,450	$ 298	243,031	(11,489)	(33,390)	299
Increase (Decrease) in Stockholders' Equity
Net income (loss)	(14,940)	(14,947)			(14,947)		7
Other comprehensive loss, net of tax	(1,073)	(1,073)				(1,073)
Share-based compensation	3,985	3,985		3,985
Net settlements of restricted stock units (in shares)			458
Net settlement of restricted stock units	(937)	(937)	$ 4	(941)
Ending balance (in shares) at Sep. 30, 2023			30,353
Ending balance at Sep. 30, 2023	185,784	185,478	$ 302	246,075	(26,436)	(34,463)	306
Beginning balance (in shares) at Jun. 30, 2023			30,302
Beginning balance at Jun. 30, 2023	200,533	200,187	$ 302	245,058	(16,138)	(29,035)	346
Increase (Decrease) in Stockholders' Equity
Net income (loss)	(10,338)	(10,298)			(10,298)		(40)
Other comprehensive loss, net of tax	(5,428)	(5,428)				(5,428)
Share-based compensation	1,017	1,017		1,017
Net settlements of restricted stock units (in shares)			51
Ending balance (in shares) at Sep. 30, 2023			30,353
Ending balance at Sep. 30, 2023	$ 185,784	$ 185,478	$ 302	$ 246,075	$ (26,436)	$ (34,463)	$ 306

- Definition

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

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- Definition

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

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+ Details

- Definition

Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.

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+ Details

Subsequent Events (Details) $ in Millions	3 Months Ended
Subsequent Events (Details) $ in Millions	Dec. 31, 2023 USD ($)
Subsequent Event \| Chief Executive Officer \| Forecast
Subsequent Event [Line Items]
Expense related to termination of executive officer	$ 2.6

Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials and consumable supplies	$ 8,694	$ 7,745
Work in progress and finished goods	7,086	5,811
Inventories	$ 15,780	$ 13,556

Earnings (loss) per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Earnings (loss) per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) 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 (loss) per share:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022

Basic earnings (loss) per share
Numerator:
Net income (loss) attributable to Mistras Group, Inc.	$	(10,298)	$	4,373	$	(14,947)	$	3,653
Denominator:
Weighted average common shares outstanding	30,402		29,965		30,277		29,879
Basic earnings (loss) per share	$	(0.34)	$	0.15	$	(0.49)	$	0.12

Diluted earnings (loss) per share:
Numerator:
Net income (loss) attributable to Mistras Group, Inc.	$	(10,298)	$	4,373	$	(14,947)	$	3,653
Denominator:
Weighted average common shares outstanding	30,402		29,965		30,277		29,879

Dilutive effect of restricted stock units outstanding (1)	—		280		—		330
	30,402		30,245		30,277		30,209
Diluted earnings (loss) per share	$	(0.34)	$	0.14	$	(0.49)	$	0.12

_______________

(1) For the three and nine months ended September 30, 2023, 1,508,255 and 926,224 shares related to restricted stock, respectively, were excluded from the calculation of diluted EPS due to the net loss for the period.

Accounts Receivable, net

9 Months Ended

Sep. 30, 2023

Receivables [Abstract]

Accounts Receivable, net

Accounts receivable consisted of the following:


	September 30, 2023		December 31, 2022

Trade accounts receivable	$	138,286	$	127,767
Allowance for credit losses	(1,923)		(4,110)
Accounts receivable, net	$	136,363	$	123,657

The Company had $27.8 million and $13.5 million of unbilled revenue accrued as of September 30, 2023 and December 31, 2022, 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 filed a lawsuit to recover the $1.4 million and other amounts due to the Company and the customer filed a counterclaim, alleging breach of contract and seeking its damages. The Company recorded a full reserve for this receivable during 2019. The parties agreed to a settlement in the quarter ending June 30, 2023 with releases executed in July 2023, whereby the Company released its claim for the $1.4 million of outstanding receivables. Accordingly, the receivable has been written off. See Note 14-Commitments and Contingencies for additional details.

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
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)	30,353,100	29,895,487
Common stock, shares outstanding (in shares)	30,353,100	29,895,487

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Acquisition-related Expense

These amounts are reported as Acquisition-related expense, net on the Unaudited Condensed Consolidated Statements of Income (Loss) and were as follows for the three and nine months ended September 30, 2023 and 2022:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Due diligence, professional fees and other transaction costs	$	—	$	1	$	5	$	18
Adjustments to fair value of contingent consideration liabilities			—				45
Acquisition-related expense, net	$	—	$	1	$	5	$	63

Property, Plant and Equipment, net (Tables)

9 Months Ended

Sep. 30, 2023

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, 2023		December 31, 2022

Land		$	2,438	$	2,529
Buildings and improvements	30-40	25,671		24,800
Office furniture and equipment	5-8	21,318		18,057
Machinery and equipment	5-7	262,370		251,282
		311,797		296,668
Accumulated depreciation and amortization		(232,035)		(219,107)
Property, plant and equipment, net		$	79,762	$	77,561

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net income (loss)	$ (14,940)	$ 3,707
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization	25,470	25,132
Goodwill impairment charges	13,799	0
Deferred income taxes	816	1,790
Share-based compensation expense	3,985	4,166
Bad debt provision for troubled customers, net of recoveries	0	289
Change in provision for doubtful accounts	346	0
Fair value adjustments to contingent consideration	0	45
Foreign currency (gain) loss	149	(924)
Payment of finance costs	0	(448)
Other	(147)	969
Changes in operating assets and liabilities
Accounts receivable	(13,393)	(27,692)
Inventories	(2,425)	(1,146)
Prepaid expenses and other assets	(7,572)	2,105
Accounts payable	2,094	578
Accrued expenses and other liabilities	4,165	2,539
Income taxes payable	(725)	(46)
Payment of contingent consideration liability in excess of acquisition-date fair value	(938)	(533)
Net cash provided by operating activities	10,684	10,531
Cash flows from investing activities
Purchase of property, plant and equipment	(14,403)	(9,050)
Purchase of intangible assets	(1,868)	(580)
Acquisition of business, net of cash acquired	0	0
Proceeds from sale of equipment	1,101	753
Net cash used in investing activities	(15,170)	(8,877)
Cash flows from financing activities
Repayment of finance lease obligations	(3,812)	(3,173)
Proceeds from borrowings of long-term debt	0	125,000
Repayment of long-term debt	(5,684)	(79,519)
Proceeds from revolver	66,110	168,000
Repayment of revolver	(57,851)	(213,750)
Payment of financing costs	0	(148)
Payment of contingent consideration for business acquisitions	0	(405)
Taxes paid related to net share settlement of share-based awards	(602)	(758)
Net cash used in financing activities	(1,839)	(4,753)
Effect of exchange rate changes on cash and cash equivalents	(1,411)	(2,927)
Net change in cash and cash equivalents	(7,736)	(6,026)
Cash and cash equivalents at beginning of period	20,488	24,110
Cash and cash equivalents at end of period	12,752	18,084
Supplemental disclosure of cash paid
Interest, net	12,683	5,354
Income taxes, net of refunds	3,704	(3,764)
Noncash investing and financing
Equipment acquired through finance lease obligations	$ 7,169	$ 3,373

Goodwill

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

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


	North America		International		Products and Systems		Total
Balance at December 31, 2022	$	185,710	$	13,925	$	—	$	199,635
Foreign currency translation	(191)		(126)		—		(317)
Impairment charges	—		(13,799)		—		(13,799)

Balance at 30, September 30, 2023	$	185,519	$	—	$	—	$	185,519

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

During the third quarter of 2023, a triggering event was identified within the Company's reporting units within the International segment due to decreased gross margin in the current period as a result of inflationary pressures and rising energy costs impacting the International reporting units' operations. As a result, the Company performed an interim quantitative goodwill impairment test.

In performing the interim quantitative goodwill impairment test and consistent with prior practice, the Company determined the fair value of each of the reporting units using a combination of the income approach and the market approach by assessing each

of these valuation methodologies based upon availability and relevance of comparable company data and determining the appropriate weighting.

Under the income approach, the fair value for each of the reporting units was determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company used internal forecasts, updated for recent events, to estimate future cash flows estimated using a terminal value calculation, which incorporates historical and forecasted trends, including an estimate of long-term future growth rates, based on the Company’s most recent views of the long-term outlook for each reporting unit. The internal forecasts include assumptions about future profitability, including the expected demand for the Company’s goods and services. Due to the inherent uncertainties involved in making estimates and assumptions, actual results may differ from those assumed in the forecasts. The Company derived the discount rates using a capital asset pricing model and analyzing published rates for industries relevant to the reporting units to estimate the cost of equity financing. The Company used discount rates that are commensurate with the risks and uncertainties inherent in the respective businesses and in the internally developed forecasts, updated for recent events. Increased interest rates in the current period increased the discount rate associated with the reporting units which contributed in an unfavorable decrease in the reporting units value.

The market approach valuation was derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses was based on the markets in which the reporting units operate, considering risk profiles, size, geography, and diversity of products and services.

Based upon the results of the interim quantitative goodwill impairment test, the Company recorded an impairment charge of $13.8 million within the International reporting units. The impairment was calculated based on the difference between the estimated fair value and the carrying value of the reporting units and is included in Goodwill impairment charges on the condensed consolidated statements of income (loss) for the three and nine months ended September 30, 2023. Any significant adverse changes in future periods to the Company’s internal forecasts or the external market conditions, if any, could reasonably be expected to negatively affect its key assumptions and may result in future goodwill impairment charges which could be material.

Accounts Receivable, net (Tables)

9 Months Ended

Sep. 30, 2023

Receivables [Abstract]

Schedule of Accounts Receivable, Net

Accounts receivable consisted of the following:


	September 30, 2023		December 31, 2022

Trade accounts receivable	$	138,286	$	127,767
Allowance for credit losses	(1,923)		(4,110)
Accounts receivable, net	$	136,363	$	123,657

Goodwill (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amount of Goodwill

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


	North America		International		Products and Systems		Total
Balance at December 31, 2022	$	185,710	$	13,925	$	—	$	199,635
Foreign currency translation	(191)		(126)		—		(317)
Impairment charges	—		(13,799)		—		(13,799)

Balance at 30, September 30, 2023	$	185,519	$	—	$	—	$	185,519

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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-Section 55
-Paragraph 24
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 01, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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		30,353,100
Entity Central Index Key	0001436126
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On October 9, 2023, Sotirios Vahaviolos retired as Executive Chairman of the Board (the “Board”) of Mistras Group, Inc., but remains employed as a Senior Advisor to the Chief Executive Officer. In addition, Dr. Vahaviolos continues to serve as a member of the Board and as Chairman Emeritus. On the same day, the Board elected Manuel N. Stamatakis to serve as Chairman of the Board to succeed Dr. Vahaviolos in that role. On October 9, 2023, the Board also approved the termination without cause of Dennis Bertolotti as the Company’s President and Chief Executive Officer. In connection with his termination as President and Chief Executive Officer, Mr. Bertolotti resigned as a director, effective immediately. The Board appointed Mr. Stamatakis to serve as interim President and Chief Executive Officer until a permanent President and Chief Executive Officer is appointed. The Company expects to record approximately $2.6 million during the fourth quarter of 2023 related to the termination.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

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,
	2023		2022
Beginning balance	$	938	$	1,831

Payments	(938)		(938)

Revaluation	—		45

Ending balance	$	—	$	938

Intangible Assets

9 Months Ended

Sep. 30, 2023

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, 2023				December 31, 2022
	Useful Life (Years)	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount

Customer relationships	5-18	$	109,409	$	(87,977)	$	21,432	$	109,683	$	(84,130)	$	25,553
Software/Technology	3-15	53,199		(31,082)		22,117		51,028		(28,669)		22,359
Covenants not to compete	2-5	12,483		(12,429)		54		12,488		(12,416)		72
Other	2-12	10,379		(9,514)		865		10,389		(9,358)		1,031
Total		$	185,470	$	(141,002)	$	44,468	$	183,588	$	(134,573)	$	49,015

Amortization expense for the three months ended September 30, 2023 and 2022 was approximately $2.2 million and $2.3 million, respectively.

Amortization expense for the nine months ended September 30, 2023 and September 30, 2022 was $6.5 million and $6.9 million, respectively.

Long-Term Debt - Narrative (Details)		3 Months Ended	9 Months Ended
Long-Term Debt - Narrative (Details)	Aug. 01, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	May 19, 2021 USD ($)
Debt Instrument [Line Items]
Debt outstanding			$ 193,868,000		$ 191,251,000
Finance costs incurred			0	$ 148,000
Line of Credit \| Prior Credit Agreement \| Senior credit facility
Debt Instrument [Line Items]
Maximum borrowing capacity						$ 150,000,000
Line of Credit \| Prior Credit Agreement \| Secured Debt
Debt Instrument [Line Items]
Term loan						$ 100,000,000
Line of Credit \| 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
Number of days, written notice required prior to an acquisition	5 days
Amount of acquisition requiring written notice	$ 10,000,000
Line of Credit \| Credit Agreement \| Senior credit facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 190,000,000
Term of credit facility	5 years
Debt outstanding			118,000,000
Maximum borrowing capacity in non-U.S. Dollar currencies	$ 100,000,000
Line of Credit \| Credit Agreement \| Secured Debt
Debt Instrument [Line Items]
Term loan	125,000,000
Line of Credit \| 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 \| Credit Agreement \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Minimum \| Variable Rate Component
Debt Instrument [Line Items]
SOFR margin range	1.25%
Line of Credit \| Credit Agreement \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Maximum \| Variable Rate Component
Debt Instrument [Line Items]
SOFR margin range	2.75%
Line of Credit \| Credit Agreement \| Through June 30, 2023
Debt Instrument [Line Items]
Total consolidated debt leverage ratio	4.0
Line of Credit \| Credit Agreement \| After June 30, 2023
Debt Instrument [Line Items]
Total consolidated debt leverage ratio	3.75
Line of Credit \| Credit Agreement \| Through June 30, 2024
Debt Instrument [Line Items]
Debt periodic payments	$ 1,560,000
Line of Credit \| Credit Agreement \| Through June 30, 2025
Debt Instrument [Line Items]
Debt periodic payments	2,340,000
Line of Credit \| 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			72,118,000		65,250,000
Outstanding borrowings			189,700,000
Outstanding letters of credit			2,900,000
Capitalized costs associated with debt modifications			1,200,000
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			4,178,000		$ 4,602,000
Other \| Minimum
Debt Instrument [Line Items]
Debt periodic payments			$ 1,000
Interest rate			0.40%
Other \| Maximum
Debt Instrument [Line Items]
Debt periodic payments			$ 18,000
Interest rate			3.50%

Long-Term Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt

Long-term debt consisted of the following:


	September 30, 2023		December 31, 2022

Senior credit facility	$	72,118	$	65,250
Senior secured term loan, net of unamortized debt issuance costs of $0.4 million and $0.5 million, respectively	117,572		121,399

Other	4,178		4,602
Total debt	193,868		191,251
Less: Current portion	(8,402)		(7,425)
Long-term debt, net of current portion	$	185,466	$	183,826

Senior Credit Facility

Prior to entering into the Credit Agreement (defined and described below), the Company had a credit agreement with its banking group (the "Prior Credit Agreement") which provided the Company with a $150 million revolving credit facility and a $100 million term loan. The Prior 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 “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 $118 million as of September 30, 2023. The Credit Agreement permits the Company to borrow up to $100 million in non-U.S. 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 Credit Agreement have a maturity date of July 30, 2027.

The 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 Prior 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 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 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 Credit Agreement.

•The 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 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 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 (Loss). The Company incurred $1.6 million in financing costs for the 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 (Loss) during the three months ended September 30, 2022.

As of September 30, 2023, the Company had borrowings of $189.7 million and a total of $2.9 million of letters of credit outstanding under the Credit Agreement. The Company has capitalized costs associated with debt modifications of $1.2 million as of September 30, 2023, 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, 2023, the Company was in compliance with the terms of the Credit Agreement. The Company continuously monitors compliance with the covenants contained in its Credit Agreement.

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, 2023, there was an aggregate of approximately $4.2 million outstanding, payable at various times through 2030. Monthly payments range from $1.0 thousand to $18.0 thousand and interest rates range from 0.4% to 3.5%.

Inventory (Tables)

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories consist of the following (in thousands):


	September 30, 2023		December 31, 2022

Raw materials and consumable supplies	$	8,694	$	7,745
Work in progress and finished goods	7,086		5,811
Inventories	$	15,780	$	13,556

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Description of Business and Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2023
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 statement of the results for the interim periods of the years ending December 31, 2023 and December 31, 2022. 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 2022 Annual Report on Form 10-K ("2022 Annual Report").
Principles of Consolidation	Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of Mistras Group, Inc. as well as its wholly-owned subsidiaries, majority-owned subsidiaries and consolidated variable interest entities (VIE). For subsidiaries in which the Company’s ownership interest is less than 100%, the non-controlling interests are reported in stockholders’ equity in the accompanying Condensed Consolidated Balance Sheets. The non-controlling interests in net results, net of tax, is classified separately in the accompanying Unaudited Condensed Consolidated Statements of Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations of companies acquired are included from the date of acquisition.
Reclassification	Reclassification Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have a material effect on the Company’s financial condition or results of operations as previously reported.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of our assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. Our net deferred tax assets primarily consist of net operating loss carryforwards, 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, 2023, 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 (16.8)% and 31.1% for the three months ended September 30, 2023 and 2022, respectively. The Company’s effective income tax rate was approximately (1.6)% and 48.5% for the nine months ended September 30, 2023 and 2022, respectively. The effective income tax rate for the three months ended September 30, 2023 was lower than the statutory rate primarily due to the impact of permanent tax adjustments related to executive compensation and goodwill impairments. 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 effective income tax rate for the nine months ended September 30, 2023 was lower than the statutory rate primarily due to the impact of permanent tax adjustments related to executive compensation and goodwill impairments. 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In March 2020 and updated in January 2021, the FASB issued Accounting Standards Update ("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	RevenueThe Company derives the majority of its revenue by providing services on a time and material basis, and are short-term in nature. The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. Performance Obligations The Company provides highly integrated and bundled inspection services to its customers. The majority of the Company’s contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and is, therefore, not distinct. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the Company’s best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is a relative selling price based on price lists. Contract modifications are not routine in the performance of the Company’s contracts. Generally, when contracts are modified, the modification is to account for changes in scope to the goods and services that are provided. In most instances, contract modifications are for goods or services that are distinct, and, therefore, are accounted for as a separate contract. The Company’s performance obligations are satisfied over time as work progresses or at a point in time. The majority of the Company’s revenue is recognized over time as work progresses for the Company’s service deliverables, which includes providing testing, inspection and mechanical services to our customers. Revenue is recognized over time, based on time and material incurred to date which best portrays the transfer of control to the customer. The Company also utilizes an available practical expedient that provides for revenue to be recognized in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. Fixed fee arrangements are determined based on expected labor, material, and overhead to be consumed on fulfillment of such services. For these arrangements, revenue is recognized on a cost-to-cost method tracked on an input basis. The majority of our revenue recognized at a point in time is related to product sales when the customer obtains control of the asset, which is generally upon shipment to the customer. Contract costs include labor, material and overhead. The Company expects any significant remaining performance obligations to be satisfied within one year. Contract Estimates The majority of the Company's revenues are short-term in nature. The Company enters into master service agreements ("MSAs") with customers that specify an overall framework and contract terms. The actual contracting to provide services or furnish products are triggered by a work order, purchase order, or some similar document issued pursuant to a MSA which sets forth the scope of services and/or identifies the products to be provided. From time-to-time, the Company may enter into longer-term contracts, which can range from several months to several years. Revenue on certain contracts is recognized as work is performed based on total costs incurred to date in relation to the total estimated costs for the performance of the contract at completion. This includes contract estimates of costs to be incurred for the performance of the contract. Cost estimation is based upon the professional knowledge and experience of the Company's project managers, engineers and financial professionals. Factors that are considered in estimating the work to be completed include the availability of materials, the effect of any delays in the Company's project performance and the recoverability of any claims. Whenever revisions of estimates, contract costs and/or contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheets. Amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, generally at periodic intervals (e.g., weekly, bi-weekly or monthly). Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, the Company sometimes receives advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are aggregated on an individual contract basis and reported on the Consolidated Balance Sheets at the end of each reporting period within accounts receivable, net or accrued expenses and other current liabilities. Unbilled revenue is generally billed in the subsequent quarter to their revenue recognition. The Company considers unbilled receivables as short-term in nature as they are normally converted to trade receivables within 90 days, thus future changes in economic conditions will not have a significant effect on the credit loss estimate.
Earnings (loss) per Share	Earnings (loss) per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) 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: •North America. This segment provides asset protection solutions predominantly in North America, with the largest concentration in the United States, followed by Canada, consisting primarily of NDT, inspection, mechanical and engineering services that are used to evaluate the safety, structural integrity and reliability of critical energy, industrial and public infrastructure and commercial aerospace components. Software, digital and data services are included in this segment. •International. This segment offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment. •Products and Systems. This segment designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States. Costs incurred for general corporate services, including finance, legal, and certain other costs that are provided to the segments are reported within Corporate and eliminations. Sales to the International segment from the Products and Systems segment and subsequent sales by the International segment of the same items are recorded and reflected in the operating performance of both segments. Additionally, engineering charges and royalty fees charged to the North America 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.

Property, Plant and Equipment, net

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, net

Property, plant and equipment consisted of the following:


	Useful Life (Years)	September 30, 2023		December 31, 2022

Land		$	2,438	$	2,529
Buildings and improvements	30-40	25,671		24,800
Office furniture and equipment	5-8	21,318		18,057
Machinery and equipment	5-7	262,370		251,282
		311,797		296,668
Accumulated depreciation and amortization		(232,035)		(219,107)
Property, plant and equipment, net		$	79,762	$	77,561

Depreciation expense for the three months ended September 30, 2023 and 2022 was approximately $6.6 million and $5.9 million, respectively.

Depreciation expense for the nine months ended September 30, 2023 and 2022 was $19.0 million and $18.3 million, respectively.

Description of Business and Basis of Presentation	9 Months Ended
Description of Business and Basis of Presentation	Sep. 30, 2023
Accounting Policies [Abstract]
Description of Business and Basis of Presentation	Description of Business and Basis of Presentation Description of Business Mistras Group, Inc., together with its subsidiaries (the "Company"), is a leading “one source” multinational provider of integrated technology-enabled asset protection solutions helping to maximize the safety and operational uptime for civilization’s most critical industrial and civil assets. Backed by an innovative, data-driven asset protection portfolio, proprietary technologies, and decades-long legacy of industry leadership, the Company helps clients with asset-intensive infrastructure in the oil and gas, aerospace and defense, industrials, power generation and transmission (including alternative and renewable energy), other process industries and infrastructure, research and engineering and other industries towards achieving and maintaining operational excellence. By supporting these organizations that help fuel our vehicles and power our society; inspecting components that are trusted for commercial, defense, and space craft; and building real-time monitoring 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, laboratory materials services, shop laboratory assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services. The Company has three operating segments. During the first quarter of 2023, the Company renamed the Services segment to the North America segment to more closely align to the geographical area in which the Services segment operates. We did not recast the corresponding financial information for the historical periods presented, as there was no change in the manner which our chief operating decision maker reviews the financial results of each segment and allocates resources. Our Segments, with the updated naming convention, are as follows: •North America (Referred to as "Services" in prior filings). 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. Recent Developments During 2022, the Company experienced unfavorable foreign currency exchange impacts as it relates to the Company's European operations. Additionally, the Russian-Ukrainian war continues to create disruptions in the oil and gas market and the supply chain in general, which is resulting in some disruption to our business operations. The Company’s European operations are currently experiencing increased costs associated with higher energy costs, among others, due in part to the Russian-Ukrainian war. In 2022, the Company eliminated substantially all of the COVID related cost reduction initiatives undertaken in 2020, including re-instatement of the savings plan employer match and increasing wages back to pre-pandemic amounts. During the third quarter of 2023, a triggering event was identified within the Company's reporting units within the International segment due to decreased gross margin in the current period as a result of inflationary pressures and rising energy costs which resulted in an impairment within the reporting unit of $13.8 million. Refer to Note 9-Goodwill. The Company is currently unable to predict with certainty the overall impact that the factors discussed above and the effect of inflationary pressures may have on its business, results of operations or liquidity or in other ways which the Company cannot yet determine. The Company will continue to monitor market conditions and respond accordingly. 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 statement of the results for the interim periods of the years ending December 31, 2023 and December 31, 2022. 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 2022 Annual Report on Form 10-K ("2022 Annual Report"). Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of Mistras Group, Inc. as well as its wholly-owned subsidiaries, majority-owned subsidiaries and consolidated variable interest entities (VIE). For subsidiaries in which the Company’s ownership interest is less than 100%, the non-controlling interests are reported in stockholders’ equity in the accompanying Condensed Consolidated Balance Sheets. The non-controlling interests in net results, net of tax, is classified separately in the accompanying Unaudited Condensed Consolidated Statements of Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations of companies acquired are included from the date of acquisition. Reclassification Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have a material effect on the Company’s financial condition or results of operations as previously reported. Significant Accounting Policies The Company’s significant accounting policies are disclosed in Note 1–Summary of Significant Accounting Policies and Practices in the 2022 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 2022 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 carryforwards, 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, 2023, 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 (16.8)% and 31.1% for the three months ended September 30, 2023 and 2022, respectively. The Company’s effective income tax rate was approximately (1.6)% and 48.5% for the nine months ended September 30, 2023 and 2022, respectively. The effective income tax rate for the three months ended September 30, 2023 was lower than the statutory rate primarily due to the impact of permanent tax adjustments related to executive compensation and goodwill impairments. 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 effective income tax rate for the nine months ended September 30, 2023 was lower than the statutory rate primarily due to the impact of permanent tax adjustments related to executive compensation and goodwill impairments. 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. Recent Accounting Pronouncements In March 2020 and updated in January 2021, the FASB issued Accounting Standards Update ("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.

Earnings (loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Basic earnings (loss) per share
Net income (loss) attributable to Mistras Group, Inc.	$ (10,298)	$ 4,373	$ (14,947)	$ 3,653
Denominator:
Weighted average common shares outstanding, basic (in shares)	30,402,000	29,965,000	30,277,000	29,879,000
Basic earnings (loss) per share (in dollars per share)	$ (0.34)	$ 0.15	$ (0.49)	$ 0.12
Denominator:
Weighted average common shares outstanding, basic (in shares)	30,402,000	29,965,000	30,277,000	29,879,000
Dilutive effect of restricted stock units outstanding (in shares)	0	280,000	0	330,000
Weighted average common shares outstanding, diluted (in shares)	30,402,000	30,245,000	30,277,000	30,209,000
Diluted earnings (loss) per share (in dollars per share)	$ (0.34)	$ 0.14	$ (0.49)	$ 0.12
Restricted Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares excluded from computation of diluted EPS due to net income (loss) for the period (in shares)	1,508,255		926,224

Share-Based Compensation - Equity Incentive Plans (Details)		9 Months Ended
	May 23, 2022 shares	Sep. 30, 2023 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)		1,300,000
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

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Description of Business and Basis of Presentation - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) segment	Sep. 30, 2022 USD ($)
Tax Credit Carryforward [Line Items]
Number of operating segments \| segment			3
Effective income tax rate	(16.80%)	31.10%	(1.60%)	48.50%
Goodwill impairment charges	$ 13,799	$ 0	$ 13,799	$ 0
Foreign Tax Authority
Tax Credit Carryforward [Line Items]
Valuation allowance recorded during the period related to deferred tax assets		$ 100		$ 900

Share-Based Compensation - Restricted Stock Units Awards - Activity (Details) - Restricted Stock Unit Awards - $ / shares shares in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Restricted Stock Units Awards (Units)
Outstanding at beginning of period (in shares)	1,415	1,208
Granted (in shares)	591	675
Vested (in shares)	(430)	(326)
Forfeited (in shares)	(120)	(42)
Outstanding at end of period (in shares)	1,456	1,515
Weighted Average Grant-Date Fair Value (in dollars per share)
Outstanding at the beginning of period (in dollars per share)	$ 7.96	$ 7.96
Granted (in dollars per share)	8.37	7.65
Vested (in dollars per share)	6.14	10.03
Forfeited (in dollars per share)	7.96	8.19
Outstanding at end of period (in dollars per share)	$ 7.71	$ 7.37

Share-Based Compensation - Performance Restricted Stock Units - Narrative (Details) - PRSUs shares in Thousands, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($) shares	Sep. 30, 2023 USD ($) metric shares	Sep. 30, 2022 USD ($) metric shares	Dec. 31, 2022 shares	Dec. 31, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units increased (decreased) during the period (in shares) \| shares			314
Recognized share-based compensation expense (benefit) \| $	$ 0.1	$ 0.3	$ 0.6	$ 0.9
Unrecognized compensation cost \| $	$ 0.7		$ 0.7
Nonvested shares outstanding (in shares) \| shares	100	443	100	443	280	388
Weighted-average period over which unrecognized compensation cost is expected to be recognized (years)			1 year
Executive and Senior Officers
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period (years)			1 year
Award vesting period			4 years
Requisite service period			5 years
Executive and Senior Officers \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target award percentage	0.00%		0.00%
Executive and Senior Officers \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target award percentage	200.00%		200.00%
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	3
Average share price trading period				20 days
Last days trading period				20 days
Dividend yield				0.00%

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 12,752	$ 20,488
Accounts receivable, net	136,363	123,657
Inventories	15,780	13,556
Prepaid expenses and other current assets	18,259	10,181
Total current assets	183,154	167,882
Property, plant and equipment, net	79,762	77,561
Intangible assets, net	44,468	49,015
Goodwill	185,519	199,635
Deferred income taxes	2,229	779
Other assets	41,558	40,032
Total assets	536,690	534,904
Current Liabilities
Accounts payable	14,628	12,532
Accrued expenses and other current liabilities	81,853	77,844
Current portion of long-term debt	8,402	7,425
Current portion of finance lease obligations	5,253	4,201
Income taxes payable	1,025	1,726
Total current liabilities	111,161	103,728
Long-term debt, net of current portion	185,466	183,826
Obligations under finance leases, net of current portion	12,375	10,045
Deferred income taxes	8,542	6,283
Other long-term liabilities	33,362	32,273
Total liabilities	350,906	336,155
Commitments and contingencies (Note 14)
Equity
Preferred stock, 10,000,000 shares authorized	0	0
Common stock, $0.01 par value, 200,000,000 shares authorized, 30,353,100 and 29,895,487 shares issued and outstanding	302	298
Additional paid-in capital	246,075	243,031
Accumulated deficit	(26,436)	(11,489)
Accumulated other comprehensive loss	(34,463)	(33,390)
Total Mistras Group, Inc. stockholders’ equity	185,478	198,450
Non-controlling interests	306	299
Total equity	185,784	198,749
Total liabilities and equity	$ 536,690	$ 534,904

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 179,354	$ 178,462	$ 523,399	$ 519,155
United States
Disaggregation of Revenue [Line Items]
Revenue	126,542	130,871	373,280	373,220
Other Americas
Disaggregation of Revenue [Line Items]
Revenue	24,000	22,593	65,339	64,385
Europe
Disaggregation of Revenue [Line Items]
Revenue	27,038	23,019	77,162	76,666
Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	1,774	1,979	7,618	4,884
Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	103,252	97,031	308,041	292,519
Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	20,065	21,293	57,685	63,807
Industrials
Disaggregation of Revenue [Line Items]
Revenue	16,653	15,998	50,303	47,668
Power Generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	9,737	12,780	25,863	31,062
Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	9,792	13,324	35,546	42,545
Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	9,495	7,870	22,002	19,130
Petrochemical
Disaggregation of Revenue [Line Items]
Revenue	3,899	3,707	10,914	10,469
Other
Disaggregation of Revenue [Line Items]
Revenue	6,461	6,459	13,045	11,955
Operating segments \| North America
Disaggregation of Revenue [Line Items]
Revenue	148,814	152,778	431,295	435,251
Operating segments \| North America \| United States
Disaggregation of Revenue [Line Items]
Revenue	126,239	130,206	369,811	370,426
Operating segments \| North America \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue	21,907	21,649	57,218	62,254
Operating segments \| North America \| Europe
Disaggregation of Revenue [Line Items]
Revenue	465	631	3,159	1,790
Operating segments \| North America \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	203	292	1,107	781
Operating segments \| North America \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	94,390	90,578	281,663	270,289
Operating segments \| North America \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	14,240	16,784	41,516	49,106
Operating segments \| North America \| Industrials
Disaggregation of Revenue [Line Items]
Revenue	10,325	9,728	30,693	28,529
Operating segments \| North America \| Power Generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	7,388	10,378	17,834	22,578
Operating segments \| North America \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	6,933	10,283	24,906	32,217
Operating segments \| North America \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	6,042	4,936	12,696	10,625
Operating segments \| North America \| Petrochemical
Disaggregation of Revenue [Line Items]
Revenue	3,313	3,427	10,027	10,056
Operating segments \| North America \| Other
Disaggregation of Revenue [Line Items]
Revenue	6,183	6,664	11,960	11,851
Operating segments \| International
Disaggregation of Revenue [Line Items]
Revenue	30,980	25,693	90,664	83,441
Operating segments \| International \| United States
Disaggregation of Revenue [Line Items]
Revenue	120	240	709	747
Operating segments \| International \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue	3,703	2,064	11,013	4,781
Operating segments \| International \| Europe
Disaggregation of Revenue [Line Items]
Revenue	26,764	22,648	75,421	75,921
Operating segments \| International \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	393	741	3,521	1,992
Operating segments \| International \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	8,827	6,418	26,291	22,018
Operating segments \| International \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	5,778	4,397	15,894	14,455
Operating segments \| International \| Industrials
Disaggregation of Revenue [Line Items]
Revenue	6,018	5,834	18,274	17,868
Operating segments \| International \| Power Generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	1,653	1,946	4,840	6,505
Operating segments \| International \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	2,864	3,033	10,567	10,305
Operating segments \| International \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	2,383	1,784	6,547	6,016
Operating segments \| International \| Petrochemical
Disaggregation of Revenue [Line Items]
Revenue	586	280	887	413
Operating segments \| International \| Other
Disaggregation of Revenue [Line Items]
Revenue	2,871	2,001	7,364	5,861
Operating segments \| Products
Disaggregation of Revenue [Line Items]
Revenue	2,829	3,078	9,897	8,666
Operating segments \| Products \| United States
Disaggregation of Revenue [Line Items]
Revenue	1,032	1,523	4,478	4,366
Operating segments \| Products \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue	49	154	673	338
Operating segments \| Products \| Europe
Disaggregation of Revenue [Line Items]
Revenue	510	362	1,275	1,456
Operating segments \| Products \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	1,238	1,039	3,471	2,506
Operating segments \| Products \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	35	35	87	212
Operating segments \| Products \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	47	112	275	246
Operating segments \| Products \| Industrials
Disaggregation of Revenue [Line Items]
Revenue	310	436	1,336	1,271
Operating segments \| Products \| Power Generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	696	456	3,189	1,979
Operating segments \| Products \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	(5)	8	73	23
Operating segments \| Products \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	1,070	1,150	2,759	2,489
Operating segments \| Products \| Petrochemical
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Operating segments \| Products \| Other
Disaggregation of Revenue [Line Items]
Revenue	676	881	2,178	2,446
Corp/Elim
Disaggregation of Revenue [Line Items]
Revenue	(3,269)	(3,087)	(8,457)	(8,203)
Corp/Elim \| United States
Disaggregation of Revenue [Line Items]
Revenue	(849)	(1,098)	(1,718)	(2,319)
Corp/Elim \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue	(1,659)	(1,274)	(3,565)	(2,988)
Corp/Elim \| Europe
Disaggregation of Revenue [Line Items]
Revenue	(701)	(622)	(2,693)	(2,501)
Corp/Elim \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	(60)	(93)	(481)	(395)
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	$ (3,269)	$ (3,087)	$ (8,457)	$ (8,203)

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2023
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, 2023, 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 on December 17, 2019, 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 on March 6, 2020, alleging breach of contract and seeking recovery of its alleged damages. On April 25, 2023, the parties agreed to settle all claims, and in July 2023, the parties executed a settlement agreement. As part of the settlement, the Company paid $0.3 million in July 2023 (which the Company estimates is significantly less than the cost of going to trial) and released its claim of $1.4 million for associated past due receivables which were fully reserved for in prior periods. In the year ended December 31, 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 these past due receivables. Two proceedings were filed in California Superior Court for the County of Los Angeles regarding alleged violations of the California Labor Code. Both cases were captioned Justin Price v. Mistras Group, Inc., one being a purported class action lawsuit on behalf of current and former Mistras employees in California, filed on June 10, 2020, and the other was filed on September 18, 2020, 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 payment was demanded for 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 Certain of the Company’s subsidiaries had significant reductions in their unionized workers in 2018. The collective bargaining agreements for the employees of these subsidiaries 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, 2023 is approximately $2.5 million, which were incurred in 2018 and 2019.

Commitments and Contingencies (Details) $ in Thousands			1 Months Ended	3 Months Ended				9 Months Ended		12 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Apr. 25, 2023 USD ($)	May 04, 2021 USD ($)	Dec. 31, 2019 USD ($) weld	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Sep. 30, 2023 USD ($) claim	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Litigation
Accounts receivable, net				$ 136,363				$ 136,363		$ 123,657
Contingency charges				0	$ 0			150	$ (994)
Reserve for past due receivables				1,923				1,923		4,110
Pension accrual				2,458				2,458		2,519
Texas Customer
Litigation
Accounts receivable, net			$ 1,400
Amount of damages claimed			1,400
Litigation and Commercial Claims \| Various Pipeline Projects for Texas Customer
Litigation
Amount of damages claimed			$ 7,600
Litigation and Commercial Claims \| Texas Customer \| Various Pipeline Projects for Texas Customer
Litigation
Accounts receivable, net				1,400				$ 1,400
Number or welds not in compliance \| weld			66
Number of welds inspected (over) \| weld			16,000
Amount of damages claimed			$ 1,400
Amount awarded to other party	$ 300
Release of claim on receivables	$ 1,400
Contingency charges										$ 100
Reserve for past due receivables			$ 1,400
Class Action
Litigation
Amount awarded to other party		$ 2,300
Contingency charges						$ 1,600	$ 800
Number of proceedings \| claim								2
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				$ 2,500

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (10,338)	$ 4,394	$ (14,940)	$ 3,707
Other comprehensive loss:
Foreign currency translation adjustments	(5,428)	(12,995)	(1,073)	(20,971)
Comprehensive Loss	(15,766)	(8,601)	(16,013)	(17,264)
Less: net income attributable to noncontrolling interest	(40)	21	7	54
Comprehensive loss attributable to Mistras Group, Inc	$ (15,726)	$ (8,622)	$ (16,020)	$ (17,318)

- 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

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

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,
	2023		2022
Beginning balance	$	938	$	1,831

Payments	(938)		(938)

Revaluation	—		45

Ending balance	$	—	$	938

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

Fair Value Measurements (Details) - Level 3 - Contingent Consideration - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 938	$ 1,831
Payments	(938)	(938)
Revaluation	0	45
Ending balance	$ 0	$ 938

Share-Based Compensation - Performance Restricted Stock Units - Activity (Details) - PRSUs - $ / shares shares in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Performance Restricted Stock (Units)
Outstanding at beginning of period (in shares)	280	388
Granted (in shares)	282	341
Performance condition adjustments (in shares)	(314)	(269)
Vested (in shares)	(64)	(17)
Forfeited (in shares)	(84)	0
Outstanding at end of period (in shares)	100	443
Weighted Average Grant-Date Fair Value (in dollars per share)
Outstanding at the beginning of period (in dollars per share)	$ 9.96	$ 10.07
Granted (in dollars per share)	8.50	6.55
Performance condition adjustments (in dollars per share)	8.34	7.71
Vested (in dollars per share)	5.58	6.85
Forfeited (in dollars per share)	(6.95)	0
Outstanding at end of period (in dollars per share)	$ 9.83	$ 9.74

Segment Disclosure

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Segment Disclosure

The Company’s three operating segments are:

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

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

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

Costs incurred for general corporate services, including finance, legal, and certain other costs that are provided to the segments are reported within Corporate and eliminations. Sales to the International segment from the Products and Systems segment and subsequent sales by the International segment of the same items are recorded and reflected in the operating performance of both segments. Additionally, engineering charges and royalty fees charged to the North America 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,
	2023		2022		2023		2022
Revenue
North America	$	148,814	$	152,778	$	431,295	$	435,251
International	30,980		25,693		90,664		83,441
Products and Systems	2,829		3,078		9,897		8,666
Corporate and eliminations	(3,269)		(3,087)		(8,457)		(8,203)
	$	179,354	$	178,462	$	523,399	$	519,155


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Gross profit
North America	$	44,773	$	44,869	$	121,088	$	118,348
International	8,481		7,694		24,247		25,324
Products and Systems	1,096		1,189		4,773		3,514
Corporate and eliminations	32		32		73		47
	$	54,382	$	53,784	$	150,181	$	147,233

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,
	2023		2022		2023		2022
Income (loss) from operations
North America	$	18,004	$	16,700	$	39,719	$	35,315
International	(12,970)		814		(13,031)		2,678
Products and Systems	(557)		(333)		(78)		(1,334)
Corporate and eliminations	(9,159)		(8,067)		(29,228)		(22,668)
	$	(4,682)	$	9,114	$	(2,618)	$	13,991


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Depreciation and amortization
North America	$	6,603	$	6,168	$	19,329	$	18,927
International	1,915		1,858		5,663		5,835
Products and Systems	183		221		526		559
Corporate and eliminations	47		(50)		(48)		(189)
	$	8,748	$	8,197	$	25,470	$	25,132


	September 30, 2023		December 31, 2022
Intangible assets, net
North America	$	38,619	$	43,260
International	3,265		4,422
Products and Systems	1,260		1,208
Corporate and eliminations	1,324		125
	$	44,468	$	49,015


	September 30, 2023		December 31, 2022
Total assets
North America	$	414,190	$	407,779
International	93,951		104,531
Products and Systems	13,557		12,408
Corporate and eliminations	14,992		10,186
	$	536,690	$	534,904

Refer to Note 2–Revenue, for revenue by geographic area for the three and nine months ended September 30, 2023 and 2022.

- 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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
-Paragraph 42
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 40
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Earnings (loss) per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

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

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


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022

Basic earnings (loss) per share
Numerator:
Net income (loss) attributable to Mistras Group, Inc.	$	(10,298)	$	4,373	$	(14,947)	$	3,653
Denominator:
Weighted average common shares outstanding	30,402		29,965		30,277		29,879
Basic earnings (loss) per share	$	(0.34)	$	0.15	$	(0.49)	$	0.12

Diluted earnings (loss) per share:
Numerator:
Net income (loss) attributable to Mistras Group, Inc.	$	(10,298)	$	4,373	$	(14,947)	$	3,653
Denominator:
Weighted average common shares outstanding	30,402		29,965		30,277		29,879

Dilutive effect of restricted stock units outstanding (1)	—		280		—		330
	30,402		30,245		30,277		30,209
Diluted earnings (loss) per share	$	(0.34)	$	0.14	$	(0.49)	$	0.12

_______________

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued salaries, wages and related employee benefits	$ 27,749	$ 26,684
Contingent consideration, current portion	0	937
Accrued workers’ compensation and health benefits	3,954	3,660
Deferred revenue	7,523	7,521
Pension accrual	2,458	2,519
Right-of-use liability - Operating	10,777	10,376
Other accrued expenses	29,392	26,147
Total	$ 81,853	$ 77,844

Goodwill - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill [Roll Forward]
Beginning balance			$ 199,635
Foreign currency translation			(317)
Goodwill impairment charges	$ 13,799	$ 0	13,799	$ 0
Ending balance	185,519		185,519
North America
Goodwill [Roll Forward]
Beginning balance			185,710
Foreign currency translation			(191)
Goodwill impairment charges			0
Ending balance	185,519		185,519
International
Goodwill [Roll Forward]
Beginning balance			13,925
Foreign currency translation			(126)
Goodwill impairment charges			13,799
Ending balance	0		0
Products and Systems
Goodwill [Roll Forward]
Beginning balance			0
Foreign currency translation			0
Goodwill impairment charges			0
Ending balance	$ 0		$ 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

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	September 30, 2023		December 31, 2022

Accrued salaries, wages and related employee benefits	$	27,749	$	26,684
Contingent consideration, current portion	—		937
Accrued workers’ compensation and health benefits	3,954		3,660
Deferred revenue	7,523		7,521
Pension accrual	2,458		2,519
Right-of-use liability - Operating	10,777		10,376
Other accrued expenses	29,392		26,147
Total	$	81,853	$	77,844

Revenue (Tables)

9 Months Ended

Sep. 30, 2023

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, 2023	North America		International		Products		Corp/Elim		Total
Oil & Gas	$	94,390	$	8,827	$	35	$	—	$	103,252
Aerospace & Defense	14,240		5,778		47		—		20,065
Industrials	10,325		6,018		310		—		16,653
Power Generation & Transmission	7,388		1,653		696		—		9,737
Other Process Industries	6,933		2,864		(5)		—		9,792
Infrastructure, Research & Engineering	6,042		2,383		1,070		—		9,495
Petrochemical	3,313		586		—		—		3,899
Other	6,183		2,871		676		(3,269)		6,461
Total	$	148,814	$	30,980	$	2,829	$	(3,269)	$	179,354


Three Months Ended September 30, 2022	North America		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


Nine Months Ended September 30, 2023	North America		International		Products		Corp/Elim		Total
Oil & Gas	$	281,663	$	26,291	$	87	$	—	$	308,041
Aerospace & Defense	41,516		15,894		275		—		57,685
Industrials	30,693		18,274		1,336		—		50,303
Power Generation & Transmission	17,834		4,840		3,189		—		25,863
Other Process Industries	24,906		10,567		73		—		35,546
Infrastructure, Research & Engineering	12,696		6,547		2,759		—		22,002
Petrochemical	10,027		887		—		—		10,914
Other	11,960		7,364		2,178		(8,457)		13,045
Total	$	431,295	$	90,664	$	9,897	$	(8,457)	$	523,399



Nine Months Ended September 30, 2022	North America		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

Revenue per key geographic location was as follows:


Three Months Ended September 30, 2023	North America		International		Products		Corp/Elim		Total
United States	$	126,239	$	120	$	1,032	$	(849)	$	126,542
Other Americas	21,907		3,703		49		(1,659)		24,000
Europe	465		26,764		510		(701)		27,038
Asia-Pacific	203		393		1,238		(60)		1,774
Total	$	148,814	$	30,980	$	2,829	$	(3,269)	$	179,354


Three Months Ended September 30, 2022	North America		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


Nine Months Ended September 30, 2023	North America		International		Products		Corp/Elim		Total
United States	$	369,811	$	709	$	4,478	$	(1,718)	$	373,280
Other Americas	57,218		11,013		673		(3,565)		65,339
Europe	3,159		75,421		1,275		(2,693)		77,162
Asia-Pacific	1,107		3,521		3,471		(481)		7,618
Total	$	431,295	$	90,664	$	9,897	$	(8,457)	$	523,399



Nine Months Ended September 30, 2022	North America		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

Share-Based Compensation - Restricted Stock Unit Awards - Narrative (Details) - Restricted Stock Unit Awards - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized share-based compensation expense (benefit)	$ 0.7	$ 0.9	$ 2.5	$ 2.8
Unrecognized compensation cost, net of estimated forfeitures	$ 8.1		$ 8.1
Weighted-average period over which unrecognized compensation cost is expected to be recognized (years)			2 years 8 months 12 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

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,
	2023		2022
Restricted stock awards vested	430		326
Fair value of awards vested	$	2,639	$	2,164

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

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


	Nine months ended September 30,
	2023		2022
Awards issued	99		70
Grant date fair value of awards issued	$	550	$	450

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,
	2023			2022
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	1,415	$	7.96	1,208	$	7.96
Granted	591	$	8.37	675	$	7.65
Vested	(430)	$	6.14	(326)	$	10.03
Forfeited	(120)	$	7.96	(42)	$	8.19
Outstanding at end of period:	1,456	$	7.71	1,515	$	7.37

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


	Nine months ended September 30,
	2023			2022
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	280	$	9.96	388	$	10.07
Granted	282	$	8.50	341	$	6.55
Performance condition adjustments	(314)	$	8.34	(269)	$	7.71
Vested	(64)	$	5.58	(17)	$	6.85
Forfeited	(84)	$	(6.95)	—	$	—
Outstanding at end of period:	100	$	9.83	443	$	9.74

Accounts Receivable, net - Schedule of Accounts Receivable, net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Receivables [Abstract]
Trade accounts receivable	$ 138,286	$ 127,767
Allowance for credit losses	(1,923)	(4,110)
Accounts receivable, net	$ 136,363	$ 123,657

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	September 30, 2023		December 31, 2022

Accrued salaries, wages and related employee benefits	$	27,749	$	26,684
Contingent consideration, current portion	—		937
Accrued workers’ compensation and health benefits	3,954		3,660
Deferred revenue	7,523		7,521
Pension accrual	2,458		2,519
Right-of-use liability - Operating	10,777		10,376
Other accrued expenses	29,392		26,147
Total	$	81,853	$	77,844

Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total debt	$ 193,868	$ 191,251
Less: Current portion	(8,402)	(7,425)
Long-term debt, net of current portion	185,466	183,826
Senior credit facility
Debt Instrument [Line Items]
Total debt	72,118	65,250
Senior credit facility \| Senior Secured Term Loan
Debt Instrument [Line Items]
Unamortized debt issuance costs	400	500
Total debt	117,572	121,399
Other
Debt Instrument [Line Items]
Total debt	$ 4,178	$ 4,602

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
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+ Details

- Definition

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

+ References + Details

Accounts Receivable, net - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Dec. 31, 2019	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unbilled revenues accrued		$ 27,800		$ 27,800		$ 13,500
Past due receivables outstanding		136,363		136,363		$ 123,657
Bad debt provision for troubled customers, net of recoveries		$ 0	$ 0	$ 0	$ 289
Texas Customer
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due receivables outstanding	$ 1,400
Amount of damages claimed	1,400
Texas Customer \| Litigation and Commercial Claims
Accounts, Notes, Loans and Financing Receivable [Line Items]
Bad debt provision for troubled customers, net of recoveries	$ 1,400

Share-Based Compensation - Stock Options (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized share-based compensation expense	$ 0	$ 0	$ 0	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net income (loss) attributable to Mistras Group, Inc.	$ (10,298)	$ 4,373	$ (14,947)	$ 3,653

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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-Topic 235
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+ Details

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, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards vested (in shares)	430	326
Fair value of awards vested	$ 2,639	$ 2,164

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Unaudited Condensed Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 179,354	$ 178,462	$ 523,399	$ 519,155
Cost of revenue	118,812	119,110	355,304	354,848
Depreciation	6,160	5,568	17,914	17,074
Gross profit	54,382	53,784	150,181	147,233
Selling, general and administrative expenses	39,537	40,767	123,844	123,545
Bad debt provision for troubled customers, net of recoveries	0	0	0	289
Reorganization and other costs	2,702	130	6,017	65
Goodwill impairment charges	13,799	0	13,799	0
Loss on Debt Modification	0	693	0	693
Legal settlement and insurance recoveries, net	0	0	150	(994)
Research and engineering	438	450	1,428	1,523
Depreciation and amortization	2,588	2,629	7,556	8,058
Acquisition-related expense, net	0	1	5	63
Income (loss) from operations	(4,682)	9,114	(2,618)	13,991
Interest expense	4,167	2,735	12,093	6,790
Income (loss) before provision (benefit) for income taxes	(8,849)	6,379	(14,711)	7,201
Provision for income taxes	1,489	1,985	229	3,494
Net Income (Loss)	(10,338)	4,394	(14,940)	3,707
Less: net income (loss) attributable to noncontrolling interests, net of taxes	(40)	21	7	54
Net Income (Loss) attributable to Mistras Group, Inc.	$ (10,298)	$ 4,373	$ (14,947)	$ 3,653
Earnings (loss) per common share
Basic (in dollars per share)	$ (0.34)	$ 0.15	$ (0.49)	$ 0.12
Diluted (in dollars per share)	$ (0.34)	$ 0.14	$ (0.49)	$ 0.12
Weighted-average common shares outstanding:
Basic (in shares)	30,402	29,965	30,277	29,879
Diluted (in shares)	30,402	30,245	30,277	30,209

Revenue - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2022
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	$ 5.7	$ 4.0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction period	1 year

Inventory

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Inventory

InventoryInventories consist of the following (in thousands):


	September 30, 2023		December 31, 2022

Raw materials and consumable supplies	$	8,694	$	7,745
Work in progress and finished goods	7,086		5,811
Inventories	$	15,780	$	13,556

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2023

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, 2023				December 31, 2022
	Useful Life (Years)	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount

Customer relationships	5-18	$	109,409	$	(87,977)	$	21,432	$	109,683	$	(84,130)	$	25,553
Software/Technology	3-15	53,199		(31,082)		22,117		51,028		(28,669)		22,359
Covenants not to compete	2-5	12,483		(12,429)		54		12,488		(12,416)		72
Other	2-12	10,379		(9,514)		865		10,389		(9,358)		1,031
Total		$	185,470	$	(141,002)	$	44,468	$	183,588	$	(134,573)	$	49,015

Segment Disclosure (Details) $ in Thousands	3 Months Ended		9 Months Ended
Segment Disclosure (Details) $ in Thousands	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) segment	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment			3
Financial information by segment
Revenue	$ 179,354	$ 178,462	$ 523,399	$ 519,155
Gross profit	54,382	53,784	150,181	147,233
Income (loss) from operations	(4,682)	9,114	(2,618)	13,991
Depreciation and amortization	8,748	8,197	25,470	25,132
Intangible assets, net	44,468		44,468		$ 49,015
Total assets	536,690		536,690		534,904
Operating segments \| North America
Financial information by segment
Revenue	148,814	152,778	431,295	435,251
Gross profit	44,773	44,869	121,088	118,348
Income (loss) from operations	18,004	16,700	39,719	35,315
Depreciation and amortization	6,603	6,168	19,329	18,927
Intangible assets, net	38,619		38,619		43,260
Total assets	414,190		414,190		407,779
Operating segments \| International
Financial information by segment
Revenue	30,980	25,693	90,664	83,441
Gross profit	8,481	7,694	24,247	25,324
Income (loss) from operations	(12,970)	814	(13,031)	2,678
Depreciation and amortization	1,915	1,858	5,663	5,835
Intangible assets, net	3,265		3,265		4,422
Total assets	93,951		93,951		104,531
Operating segments \| Products and Systems
Financial information by segment
Revenue	2,829	3,078	9,897	8,666
Gross profit	1,096	1,189	4,773	3,514
Income (loss) from operations	(557)	(333)	(78)	(1,334)
Depreciation and amortization	183	221	526	559
Intangible assets, net	1,260		1,260		1,208
Total assets	13,557		13,557		12,408
Corporate and eliminations
Financial information by segment
Revenue	(3,269)	(3,087)	(8,457)	(8,203)
Gross profit	32	32	73	47
Income (loss) from operations	(9,159)	(8,067)	(29,228)	(22,668)
Depreciation and amortization	47	$ (50)	(48)	$ (189)
Intangible assets, net	1,324		1,324		125
Total assets	$ 14,992		$ 14,992		$ 10,186

Acquisitions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Acquisitions (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Due diligence, professional fees and other transaction costs	$ 0	$ 1	$ 5	$ 18
Adjustments to fair value of contingent consideration liabilities		0		45
Acquisition-related expense, net	$ 0	$ 1	$ 5	$ 63