0001436126-24-000025 | 10-K | XBRL Viewer

Goodwill (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amount of Goodwill by Segment

The changes in the carrying amount of goodwill by segment is shown below (in thousands):


	North America		International		Products and Systems		Total





Balance at December 31, 2021	$	190,656	$	14,783	$	—	$	205,439


Foreign currency translation	(4,946)		(858)		—		(5,804)
Balance at December 31, 2022	$	185,710	$	13,925	$	—	$	199,635
Impairment charges	—		(13,799)		—		(13,799)

Foreign currency translation	1,644		(126)		—		1,518
Balance at December 31, 2023	$	187,354	$	—	$	—	$	187,354

- 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
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-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

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets:
ROU assets	$ 37,512	$ 36,946
Liabilities:
ROU liability - current	10,686	10,376
ROU liability - long-term	28,219	28,066
Total ROU liabilities	$ 38,905	$ 38,442
Operating lease, right-of-use asset, statement of financial position	Other assets	Other assets
Operating lease, liability, current, statement of financial position	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities
Operating lease, liability, noncurrent, statement of financial position	Other long-term liabilities	Other long-term liabilities

Share-Based Compensation - Stock Option Activity (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Common Stock Options (shares)
Outstanding at beginning of year: (in shares)	0	5	5
Granted (in shares)	250	0	0
Exercised (in shares)	0	0	0
Expired or forfeited (in shares)	0	(5)	0
Outstanding at end of year: (in shares)	250	0	5
Weighted Average Exercise Price (in dollar per share)
Outstanding at beginning of year: (in dollars per share)	$ 0	$ 22.35	$ 22.35
Granted (in dollars per share)	5.36	0	0
Exercised (in dollars per share)	0	0	0
Expired or forfeited (in dollars per share)	0	22.35	0
Outstanding at end of year: (in dollars per share)	$ 5.36	$ 0	$ 22.35

Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 705,473	$ 687,373	$ 677,131
Cost of revenue	477,671	466,567	457,013
Depreciation	23,995	22,633	22,971
Gross profit	203,807	198,173	197,147
Selling, general and administrative expenses	166,749	166,400	161,334
Bad debt provision for troubled customers, net of recoveries	0	42	0
Reorganization and other costs	12,269	195	0
Impairment charges	13,799	0	0
Legal settlement and litigation charges (benefit), net	1,058	(994)	2,042
Research and engineering	1,723	1,994	2,518
Depreciation and amortization	10,104	10,661	11,950
Acquisition-related expense, net	9	76	1,133
Income (loss) from operations	(1,904)	19,799	18,170
Interest expense	16,761	10,505	10,882
Income (loss) before provision (benefit) for income taxes	(18,665)	9,294	7,288
Provision (benefit) for income taxes	(1,220)	2,720	3,395
Net income (loss)	(17,445)	6,574	3,893
Less: net income attributable to noncontrolling interests, net of taxes	8	75	33
Net income (loss) attributable to Mistras Group, Inc.	$ (17,453)	$ 6,499	$ 3,860
Earnings (loss) per common share
Basic (in dollars per share)	$ (0.58)	$ 0.22	$ 0.13
Diluted (in dollars per share)	$ (0.58)	$ 0.21	$ 0.13
Weighted average common shares outstanding:
Basic (in shares)	30,330	29,901	29,572
Diluted (in shares)	30,330	30,229	30,130

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant and equipment consist of the following:


		December 31,
	Useful Life	2023		2022
	(Years)	(in thousands)
Land		$	2,453	$	2,529
Building and improvements	30-40	26,663		24,800
Office furniture and equipment	5-8	21,334		18,057
Machinery and equipment	5-7	269,306		251,282
		319,756		296,668
Accumulated depreciation and amortization		(238,784)		(219,107)
Property, plant and equipment, net		$	80,972	$	77,561

Depreciation expense was approximately $25.6 million, $24.1 million, and $25.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Related Party Transactions (Details) - USD ($)	12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Related Party Transactions
Operating rental payments	$ 13,208,000	$ 12,502,000
Related Party \| Company's Headquarters
Related Party Transactions
Operating rental payments	1,000,000
Operating Lease Arrangement \| Company's Headquarters
Related Party Transactions
Operating rental payments		$ 1,000,000
Consulting Services \| Non-employee directors \| Capital Management Enterprise (“CME”)
Related Party Transactions
Related party consulting fees	$ 0

Commitments and Contingencies (Details) $ in Thousands				1 Months Ended	3 Months Ended		12 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Apr. 25, 2023 USD ($)	Oct. 05, 2021 USD ($)	Aug. 03, 2021	Dec. 31, 2019 USD ($) weld	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) weld	Dec. 31, 2023 USD ($) claim	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2018 USD ($)
Litigation
Accounts receivable, net							$ 132,847	$ 123,657
Legal settlement and litigation charges (benefit), net							1,058	(994)	$ 2,042
Allowance for doubtful accounts							1,648	4,110
Multiemployer pension plan liability							$ 2,458	2,519
Texas Customer
Litigation
Accounts receivable, net				$ 1,400
Verbal demand for damages				1,400
Litigation and Commercial Claims \| Various Pipeline Projects for Texas Customer
Litigation
Verbal demand for damages				$ 7,600
Litigation and Commercial Claims \| Texas Customer
Litigation
Number of welds alleged not in compliance \| weld				66
Number of welds inspected \| weld						16,000
Allowance for doubtful accounts				$ 1,400
Litigation and Commercial Claims \| Texas Customer \| Various Pipeline Projects for Texas Customer
Litigation
Verbal demand for damages				$ 1,400
Litigation settlement, release of claim	$ 1,400
Legal settlement and litigation charges (benefit), net								$ 100
Litigation settlement amount	$ 300
Class Actions
Litigation
Legal settlement and litigation charges (benefit), net					$ 1,600	$ 800
Number of proceedings filed \| claim							2
Litigation settlement amount		$ 2,300
Class action on behalf of current and former employees
Litigation
Number of proceedings filed \| claim							1
Class action on behalf of State of California
Litigation
Number of proceedings filed \| claim							1
Pension Related Contingencies
Litigation
Multiemployer pension plan liability							$ 2,500
Acquisition-related Contingencies \| Products and Systems \| Disposal Group, Disposed of by Sale, Not Discontinued Operations \| Disposal of Foreign Subsidiaries
Litigation
Term of agreement to purchase products from buyer on sale of subsidiary										3 years
Cumulative amount purchased under purchase agreement										$ 2,300
Extension period on agreement with buyer on sale of subsidiary			12 months

Subsequent Events (Details) - The Credit Agreement, JP Morgan Chase Bank - Line of Credit $ in Millions	Feb. 27, 2024 USD ($)	Dec. 31, 2023	Aug. 01, 2022
Subsequent Event [Line Items]
Fixed charge coverage ratio		1.1	1.25
Prior to fiscal quarters ending December 31, 2023 \| Subsequent Event
Subsequent Event [Line Items]
Fixed charge coverage ratio	1.25
Fiscal quarters ending December 31, 2023 and March 31, 2024 \| Subsequent Event
Subsequent Event [Line Items]
Fixed charge coverage ratio	1.10
Fiscal periods ending June 30, 2024 to maturity \| Subsequent Event
Subsequent Event [Line Items]
Fixed charge coverage ratio	1.25
Prior to fiscal period ending December 31, 2023 \| Subsequent Event
Subsequent Event [Line Items]
Non-recurring cash charges added back for purposes of defining EBITDA	$ 10.0
Fiscal periods ended December 31, 2023 to December 31, 2024 \| Subsequent Event
Subsequent Event [Line Items]
Non-recurring cash charges added back for purposes of defining EBITDA	15.0
Starting January 1, 2025 \| Subsequent Event
Subsequent Event [Line Items]
Non-recurring cash charges added back for purposes of defining EBITDA	$ 10.0

Income Taxes - Changes in Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of period	$ 258	$ 300
Additions for tax positions related to the current fiscal period	0	0
Additions for tax positions related to prior years	0	1
Reductions related to the expiration of statutes of limitations	0	(43)
Balance at end of period	$ 258	$ 258

Summary of Significant Accounting Policies and Practices (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The Company follows guidance on the consolidation of variable interest entities ("VIEs") that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct the activities that most significantly impact the VIE’s economic performance, including powers granted to the VIE’s program manager, powers contained in the VIE governing board and, to a certain extent, a company’s economic interest in the VIE. The Company analyzes its joint ventures and classifies them as either: •a VIE that must be consolidated because the Company is the primary beneficiary, or the joint venture is not a VIE and the Company holds the majority voting interest with no significant participative rights available to the other partners; or •a VIE that does not require consolidation and is treated as an equity method investment because the Company is not the primary beneficiary or the joint venture is not a VIE and the Company does not hold the majority voting interest. As part of the above analysis, if it is determined that the Company has the power to direct the activities that most significantly impact the joint venture’s economic performance, the Company considers whether or not it has the obligation to absorb losses or rights to receive benefits of the VIE that could potentially be significant to the VIE. The Company became the primary beneficiary in July 2020 of a VIE in which the Company has a 49% interest in a limited partnership, and a 49% stockholder in the corporate general partner of the limited partnership. The Company consolidated the financial statements of the VIE with the financial statements of the Company. As of and for the year ended December 31, 2023, the VIE had immaterial assets and had approximately $3.0 million of revenue. The Company is the primary sub-contractor of the VIE. The accompanying audited consolidated financial statements include the accounts of Mistras Group, Inc. as well as its wholly-owned subsidiaries, majority-owned subsidiaries and consolidated 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 Consolidated Balance Sheets. The non-controlling interests in net results, net of tax, is classified separately in the accompanying 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.
Reclassifications	Reclassifications 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.
Use of Estimates	Use of Estimates The preparation of financial statements in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") requires that the Company make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates, which may cause the Company’s future results to be significantly affected.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Accounts Receivable and Allowance for Credit Losses	Accounts Receivable and Allowance for Credit Losses The Company maintains an allowance for credit losses on its accounts receivable balances, which represents its best estimate of current expected credit losses over the contractual life of the accounts receivable. When evaluating the adequacy of its allowance for credit losses each reporting period, the Company analyzes accounts receivable balances with similar risk characteristics on a collective basis, considering factors such as the aging of receivable balances, payment terms (primarily with 30 day terms), geographic location, historical loss experience, current information and future expectations (generally considered one year which is consistent with expected collectability of the Company's trade receivables). The Company monitors and considers whether historical loss rates are consistent with expectation of supportable forward-looking estimates for its trade receivables noting any current or future economic considerations that would require adjusting the Company’s historical loss experience. Each reporting period, the Company reassesses whether any accounts receivable no longer share similar risk characteristics and should instead be evaluated as part of another pool or on an individual basis. Changes to the allowance for credit losses are adjusted through credit loss expense, which is presented within Selling, general and administrative expenses in the Consolidated Statements of Income (Loss).
Concentrations of Credit Risk	Concentration of Credit Risk For each of the years ended December 31, 2023 and 2022, no customer represented 10% or more of the Company's revenue. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. At times, cash deposits may exceed the limits insured by the Federal Deposit Insurance Corporation. The Company believes it is not exposed to any significant credit risk or risk of nonperformance of financial institutions.
Inventories	Inventories Inventories are stated at the lower of cost or net realizable value, as determined by using the first-in, first-out method, or market. Work in process and finished goods inventory include material, direct labor, variable costs and overhead.
Purchased and Internal-Use Software	Purchased and Internal-Use Software The Company capitalizes certain costs that are incurred to purchase or to create and implement internal-use software, which includes software coding, installation and testing. Capitalized costs are amortized on a straight-line basis over three years, the estimated useful life of the software.
Property, Plant and Equipment	Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation of property, plant and equipment is computed utilizing the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is computed utilizing the straight-line method over the shorter of the remaining lease term or estimated useful life. Repairs and maintenance costs are expensed as incurred.
Goodwill	Goodwill Goodwill represents the excess purchase price of acquired businesses over the fair values attributed to underlying net tangible assets and identifiable intangible assets. The Company tests goodwill for impairment at a “reporting unit” level (which for the Company is represented by (i) its North America segment, (ii) its Products and Systems segment, (iii) the European component of its International segment and (iv) the Brazilian component of its International segment). The Company's annual impairment test is conducted on the first day of the Company's fourth quarter, which is October 1. Goodwill is also tested for impairment whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing a quantitative impairment test is not necessary. If the Company concludes otherwise, the Company is required to perform a quantitative impairment test. If the fair value of a reporting unit is less than its carrying value, this is an indicator that the goodwill assigned to that reporting unit may be impaired. An impairment will be recorded in the amount that the fair value is less than the carrying value. The Company considers the income and market approaches to estimate the fair value of its reporting units, which requires significant judgment and assumptions related to revenue growth rates, gross margins, EBIT margins, and market multiples.
Impairment of Long-lived Assets	Impairment of Long-lived Assets The Company reviews the recoverability of its long-lived assets (or asset groups) whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset (group) might not be recoverable. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future undiscounted cash flows. If the total expected future undiscounted cash flows are less than the carrying amount of the assets, a loss is recognized for the difference between fair value (computed based upon the expected future discounted cash flows) and the carrying value of the assets.
Acquisitions	Acquisitions The Company allocates the purchase price of acquired businesses to their identifiable tangible assets and liabilities as well as identifiable intangible assets, such as customer relationships, technology, non-compete agreements and trade names. Certain estimates and judgments are required in the application of the fair value techniques, including estimates of the respective acquisition's future performance and related cash flows, selection of a discount rate and economic lives, and use of Level 3 measurements as defined in ASC No. 820, Fair Value Measurements and Disclosure. Deferred taxes are recorded for any differences between the assigned values and tax bases of assets and liabilities.
Research and Engineering	Research and Engineering Research and product development costs are expensed as incurred.
Advertising, Promotions and Marketing	Advertising, Promotions and Marketing The costs for advertising, promotion and marketing programs are expensed as incurred and are included in selling, general and administrative expenses.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and other financial current assets and liabilities approximate fair value based on the short-term nature of the items.
Foreign Currency Translation	Foreign Currency Translation The financial position and results of operations of the Company’s foreign subsidiaries are measured using their functional currencies, which are their local currencies. Assets and liabilities of foreign subsidiaries are translated into the U.S. Dollar at the exchange rates in effect at the balance sheet date. Income and expenses are translated at the average exchange rate during the period. Translation gains and losses are reported as a component of other comprehensive income (loss) for the period and included in accumulated other comprehensive income (loss) within stockholders’ equity. Foreign currency (gains) losses arising from transactions denominated in currencies other than the functional currency are included in net income, reported in selling, general and administrative expenses,
Self-Insurance	Self-Insurance The Company is self-insured for certain losses relating to workers’ compensation and health benefit claims. The Company maintains third-party excess insurance coverage for all workers' compensation and health benefit claims in excess of approximately $0.3 million per occurrence to reduce its exposure from such claims. Self-insured losses are accrued when it is probable that an uninsured claim has been incurred but not reported and the amount of the loss can be reasonably estimated at the balance sheet date.
Share-based Compensation	Share-based Compensation The value of services received from employees and directors in exchange for an award of an equity instrument is measured based on the grant-date fair value of the award. Such value is recognized as a non-cash expense on a straight-line basis over the minimum period the individual provides services, which is typically the vesting period of the award with the exception of awards with graded vesting that contain an internal performance measure where each tranche is recognized on a straight-line basis over its vesting period subject to the probability of meeting the performance requirements and adjusted for the number of shares expected to be earned. Awards to certain employees eligible for retirement prior to the award becoming fully vested are amortized to expense over the period through the date that the employee first becomes eligible to retire and is no longer required to provide service to earn the award. As share-based compensation expense is based on awards ultimately expected to vest, the amount of expense is reduced for estimated forfeitures. The cost of these awards is recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of Income (Loss).
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of our assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. Our net deferred tax assets primarily consist of net operating loss carry forwards, or NOLs. A valuation allowance is provided if it is more likely than not that some or all of a deferred income tax asset will not be realized. A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the current and prior years. 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.
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	Revenue The Company derives the majority of its revenue by providing services on a time and material basis that 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 an 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.
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. The three levels of the hierarchy are defined as follows: Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data. Level 3 — Unobservable inputs reflecting the Company’s own assumptions about inputs that market participants would use in pricing the asset or liability based on the best information available. 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.

Segment Disclosure - Financial Information (Details) $ in Thousands	3 Months Ended												12 Months Ended
	Dec. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Financial information by segment
Number of operating segments \| segment													3
Revenue	$ 182,073	$ 179,354	$ 176,030	$ 168,016	$ 168,218	$ 178,462	$ 179,031	$ 161,662	$ 171,163	$ 174,556	$ 177,677	$ 153,735	$ 705,473	$ 687,373	$ 677,131
Gross profit	53,627	54,382	49,722	46,077	50,939	53,784	53,558	39,892	49,594	52,216	55,336	40,001	203,807	198,173	197,147
Income (loss) from operations	706	$ (4,682)	$ 3,893	$ (1,830)	5,802	$ 9,114	$ 9,576	$ (4,698)	$ 2,306	$ 9,236	$ 11,374	$ (4,746)	(1,904)	19,799	18,170
Depreciation and amortization													34,099	33,294	34,921
Intangible assets, net	43,994				49,015								43,994	49,015
Total assets	534,776				534,904								534,776	534,904
Operating segments \| North America
Financial information by segment
Revenue													579,330	573,336	555,387
Gross profit													163,960	159,049	155,384
Income (loss) from operations													55,170	49,616	48,458
Depreciation and amortization													25,774	25,103	25,259
Intangible assets, net	37,622				43,260								37,622	43,260
Total assets	402,782				407,779								402,782	407,779
Operating segments \| International
Financial information by segment
Revenue													124,414	112,425	117,245
Gross profit													33,610	33,591	34,282
Income (loss) from operations													(12,229)	3,566	1,839
Depreciation and amortization													7,580	7,648	8,791
Intangible assets, net	2,998				4,422								2,998	4,422
Total assets	99,398				104,531								99,398	104,531
Operating segments \| Products and Systems
Financial information by segment
Revenue													12,986	12,727	13,831
Gross profit													6,457	5,490	7,001
Income (loss) from operations													267	(992)	(117)
Depreciation and amortization													712	810	928
Intangible assets, net	1,168				1,208								1,168	1,208
Total assets	13,259				12,408								13,259	12,408
Corporate and eliminations
Financial information by segment
Revenue													(11,257)	(11,115)	(9,332)
Gross profit													(220)	43	480
Income (loss) from operations													(45,112)	(32,391)	(32,010)
Depreciation and amortization													33	(267)	$ (57)
Intangible assets, net	2,206				125								2,206	125
Total assets	$ 19,337				$ 10,186								$ 19,337	$ 10,186

Goodwill - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Changes in the carrying amount of goodwill
Balance at the beginning of the period		$ 199,635	$ 205,439
Foreign currency translation		1,518	(5,804)
Goodwill, Impairment Loss	$ (13,800)	(13,799)	0	$ 0
Balance at the end of the period	187,354	187,354	199,635	205,439
North America
Changes in the carrying amount of goodwill
Balance at the beginning of the period		185,710	190,656
Foreign currency translation		1,644	(4,946)
Goodwill, Impairment Loss		0
Balance at the end of the period	187,354	187,354	185,710	190,656
International
Changes in the carrying amount of goodwill
Balance at the beginning of the period		13,925	14,783
Foreign currency translation		(126)	(858)
Goodwill, Impairment Loss		(13,799)
Balance at the end of the period	0	0	13,925	14,783
Products and Systems
Changes in the carrying amount of goodwill
Balance at the beginning of the period		0	0
Foreign currency translation		0	0
Goodwill, Impairment Loss		0
Balance at the end of the period	$ 0	$ 0	$ 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

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income (Loss) Before Provision for Income Taxes

Income (loss) before provision (benefit) for income taxes is as follows (in thousands):


	For the year ended December 31,
	2023		2022		2021
Income (loss) before provision (benefit) for income taxes from:
U.S. operations	$	(6,900)	$	439	$	1,527
Foreign operations	(11,765)		8,855		5,761
Income (loss) before provision (benefit) for income taxes	$	(18,665)	$	9,294	$	7,288

Schedule of Provision (Benefit) for Income Taxes

The provision (benefit) for income taxes consists of the following (in thousands):


	For the year ended December 31,
	2023		2022		2021
Current
Federal	$	1,372	$	(644)	$	(182)
States and local	705		464		246
Foreign	2,063		3,251		3,641
Reserve for uncertain tax positions	16		136		(186)
Total current provision (benefit)	$	4,156	$	3,207	$	3,519
Deferred
Federal	$	(2,005)	$	(435)	$	(309)
States and local	(122)		242		(138)
Foreign	(1,439)		(1,614)		(1,884)
Reserve for uncertain tax positions	—		—		155
Total deferred benefit	(3,566)		(1,807)		(2,176)
Net change in valuation allowance	(1,810)		1,320		2,052
Net deferred benefit	(5,376)		(487)		(124)
Total provision (benefit) for income taxes	$	(1,220)	$	2,720	$	3,395

Schedule of Provision (Benefit) for Income Taxes Computed by Applying Statutory Federal Tax Rate

The provision (benefit) for income taxes differs from the amount computed by applying the statutory federal tax rate to income tax as follows (in thousands):


	For the years ended December 31,
	2023				2022				2021
Federal tax at statutory rate	$	(3,920)	21.0	%	$	1,952	21.0	%	$	1,527	21.0	%
State taxes, net of federal benefit	611		(3.3)	%	622		6.7	%	75		1.0	%
Foreign tax	274		(1.5)	%	218		2.3	%	380		5.2	%
Goodwill impairment	2,901		(15.5)	%	—		—	%	—		—	%
Nondeductible compensation	716		(3.8)	%	—		—	%	119		1.6	%
US taxation of foreign earnings	98		(0.5)	%	100		1.1	%	(1,041)		(14.3)	%
Permanent differences	485		(2.6)	%	363		3.9	%	373		5.1	%


Research & Development Credit	(602)		3.2	%	(1,716)		(18.5)	%	(214)		(2.9)	%

Change in valuation allowance	(1,810)		9.7	%	1,320		14.2	%	2,052		28.2	%
Impact of foreign tax rate changes			—	%	(246)		(2.6)	%	49		0.7	%
Other	27		(0.1)	%	107		1.2	%	75		1.0	%
Total provision (benefit) for income taxes	$	(1,220)	6.5	%	$	2,720	29.3	%	$	3,395	46.6	%

Schedule of Net Deferred Income Tax Assets and Liabilities

Deferred income tax attributes resulting from differences between financial accounting amounts and income tax basis of assets and liabilities are as follows (in thousands):


	December 31,
	2023		2022
Deferred income tax assets
Allowance for doubtful accounts	$	298	$	826
Inventory	1,201		806
Intangible assets	1,036		1,178
Accrued expenses	4,085		4,365
Net operating loss carryforward	5,329		4,985
Finance lease obligations	275		463
Stock Options	187		—
Deferred stock based compensation	723		1,152
Interest carryforward	4,174		1,501
Right-of-use liability	8,984		9,886
R&D Expense	5,091		2,836
Credits	87		490
Other	1,694		1,495
Deferred income tax assets	33,164		29,983
Valuation allowance	(6,029)		(7,787)
Net deferred income tax assets	$	27,135	$	22,196
Deferred income tax liabilities
Property and equipment	$	(6,472)	$	(6,493)
Goodwill	(9,132)		(7,645)
Intangible assets	(2,822)		(3,601)
Right-of-use asset	(8,944)		(9,841)
Other	(2)		(122)
Deferred income tax liabilities	(27,372)		(27,702)
Net deferred income taxes	$	(237)	$	(5,506)

Schedule of Changes in Company's Gross Unrecognized Tax Benefits, Excluding Interest and Penalties

The following table summarizes the changes in the Company’s gross unrecognized tax benefits, excluding interest and penalties (in thousands):


	For the year ended December 31,
	2023		2022
Balance at beginning of period	$	258	$	300
Additions for tax positions related to the current fiscal period	—		—
Additions for tax positions related to prior years	—		1




Reductions related to the expiration of statutes of limitations	—		(43)
Balance at end of period	$	258	$	258

Revenue - Disaggregated Revenues by Segment (Details) - USD ($) $ in Thousands	3 Months Ended												12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 182,073	$ 179,354	$ 176,030	$ 168,016	$ 168,218	$ 178,462	$ 179,031	$ 161,662	$ 171,163	$ 174,556	$ 177,677	$ 153,735	$ 705,473	$ 687,373	$ 677,131
United States
Disaggregation of Revenue [Line Items]
Revenue													500,282	489,873	475,222
Other Americas
Disaggregation of Revenue [Line Items]
Revenue													86,939	89,254	83,643
Europe
Disaggregation of Revenue [Line Items]
Revenue													108,135	100,919	109,614
Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue													10,117	7,327	8,652
Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue													415,995	387,752	366,920
Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue													76,997	80,552	68,392
Industrials
Disaggregation of Revenue [Line Items]
Revenue													70,583	63,983	67,715
Power Generation and Transmission
Disaggregation of Revenue [Line Items]
Revenue													33,974	42,104	52,746
Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue													47,603	54,827	51,399
Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue													29,108	27,223	32,290
Petrochemical
Disaggregation of Revenue [Line Items]
Revenue													14,432	15,896	19,605
Other
Disaggregation of Revenue [Line Items]
Revenue													16,781	15,036	18,064
Operating segments \| North America
Disaggregation of Revenue [Line Items]
Revenue													579,330	573,336	555,387
Operating segments \| North America \| United States
Disaggregation of Revenue [Line Items]
Revenue													495,764	485,551	472,125
Operating segments \| North America \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue													77,880	83,877	80,013
Operating segments \| North America \| Europe
Disaggregation of Revenue [Line Items]
Revenue													3,655	2,811	1,841
Operating segments \| North America \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue													2,031	1,097	1,408
Operating segments \| North America \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue													379,221	356,763	330,880
Operating segments \| North America \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue													56,000	61,475	51,593
Operating segments \| North America \| Industrials
Disaggregation of Revenue [Line Items]
Revenue													42,518	38,197	41,873
Operating segments \| North America \| Power Generation and Transmission
Disaggregation of Revenue [Line Items]
Revenue													23,598	31,197	39,966
Operating segments \| North America \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue													33,035	40,778	38,742
Operating segments \| North America \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue													16,620	15,283	16,809
Operating segments \| North America \| Petrochemical
Disaggregation of Revenue [Line Items]
Revenue													13,216	15,360	19,378
Operating segments \| North America \| Other
Disaggregation of Revenue [Line Items]
Revenue													15,122	14,283	16,146
Operating segments \| International
Disaggregation of Revenue [Line Items]
Revenue													124,414	112,425	117,245
Operating segments \| International \| United States
Disaggregation of Revenue [Line Items]
Revenue													934	910	912
Operating segments \| International \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue													12,906	9,076	5,003
Operating segments \| International \| Europe
Disaggregation of Revenue [Line Items]
Revenue													105,934	99,714	108,411
Operating segments \| International \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue													4,640	2,725	2,919
Operating segments \| International \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue													36,615	30,654	35,232
Operating segments \| International \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue													20,711	18,763	16,513
Operating segments \| International \| Industrials
Disaggregation of Revenue [Line Items]
Revenue													26,292	23,703	24,000
Operating segments \| International \| Power Generation and Transmission
Disaggregation of Revenue [Line Items]
Revenue													6,609	8,304	9,927
Operating segments \| International \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue													14,456	14,021	12,593
Operating segments \| International \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue													9,320	7,946	11,496
Operating segments \| International \| Petrochemical
Disaggregation of Revenue [Line Items]
Revenue													1,216	536	227
Operating segments \| International \| Other
Disaggregation of Revenue [Line Items]
Revenue													9,195	8,498	7,257
Operating segments \| Products
Disaggregation of Revenue [Line Items]
Revenue													12,986	12,727	13,831
Operating segments \| Products \| United States
Disaggregation of Revenue [Line Items]
Revenue													5,956	6,495	6,469
Operating segments \| Products \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue													850	406	395
Operating segments \| Products \| Europe
Disaggregation of Revenue [Line Items]
Revenue													1,927	1,896	2,174
Operating segments \| Products \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue													4,253	3,930	4,793
Operating segments \| Products \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue													159	335	808
Operating segments \| Products \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue													286	314	286
Operating segments \| Products \| Industrials
Disaggregation of Revenue [Line Items]
Revenue													1,773	2,083	1,842
Operating segments \| Products \| Power Generation and Transmission
Disaggregation of Revenue [Line Items]
Revenue													3,767	2,603	2,853
Operating segments \| Products \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue													112	28	64
Operating segments \| Products \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue													3,168	3,994	3,985
Operating segments \| Products \| Petrochemical
Disaggregation of Revenue [Line Items]
Revenue													0	0	0
Operating segments \| Products \| Other
Disaggregation of Revenue [Line Items]
Revenue													3,721	3,370	3,993
Corp/Elim
Disaggregation of Revenue [Line Items]
Revenue													(11,257)	(11,115)	(9,332)
Corp/Elim \| United States
Disaggregation of Revenue [Line Items]
Revenue													(2,372)	(3,083)	(4,284)
Corp/Elim \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue													(4,697)	(4,105)	(1,768)
Corp/Elim \| Europe
Disaggregation of Revenue [Line Items]
Revenue													(3,381)	(3,502)	(2,812)
Corp/Elim \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue													(807)	(425)	(468)
Corp/Elim \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue													0	0	0
Corp/Elim \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue													0	0	0
Corp/Elim \| Industrials
Disaggregation of Revenue [Line Items]
Revenue													0	0	0
Corp/Elim \| Power Generation and Transmission
Disaggregation of Revenue [Line Items]
Revenue													0	0	0
Corp/Elim \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue													0	0	0
Corp/Elim \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue													0	0	0
Corp/Elim \| Petrochemical
Disaggregation of Revenue [Line Items]
Revenue													0	0	0
Corp/Elim \| Other
Disaggregation of Revenue [Line Items]
Revenue													$ (11,257)	$ (11,115)	$ (9,332)

Leases - Other Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases (in thousands):
Finance - financing cash flows	$ 5,047	$ 4,140	$ 4,060
Finance - operating cash flows	917	624
Operating - operating cash flows	13,208	12,502
ROU assets obtained in the exchange for lease liabilities:
Finance leases	7,125	5,076
Operating leases	$ 10,598	$ 6,067
Weighted-average remaining lease term (in years):
Finance leases	4 years 8 months 12 days	5 years 1 month 6 days
Operating leases	4 years 4 months 24 days	4 years 8 months 12 days
Weighted-average discount rate:
Finance leases	6.50%	5.50%
Operating leases	6.10%	5.60%

Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 6,099	$ 5,351
Work in progress	839	336
Finished goods	5,740	5,475
Consumable supplies	2,605	2,394
Inventories	$ 15,283	$ 13,556

Segment Disclosure - Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Revenue and long-lived assets by geographic area
Long-lived assets	$ 312,320	$ 326,211
United States
Revenue and long-lived assets by geographic area
Long-lived assets	177,412	176,237
Other Americas
Revenue and long-lived assets by geographic area
Long-lived assets	107,356	108,582
Europe
Revenue and long-lived assets by geographic area
Long-lived assets	$ 27,552	$ 41,392

Share-Based Compensation - Restricted Stock Units Awards Narrative (Details) - Restricted Stock Units - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based compensation
Vesting period	4 years
Recognized share-based compensation expense	$ 4.9	$ 3.7	$ 3.5
Unrecognized compensation cost, net of estimated forfeitures, related to restricted stock unit awards	$ 6.9
Weighted-average period over which unrecognized compensation cost is expected to be recognized	2 years 6 months

- 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 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

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+ Details

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment, Net


		December 31,
	Useful Life	2023		2022
	(Years)	(in thousands)
Land		$	2,453	$	2,529
Building and improvements	30-40	26,663		24,800
Office furniture and equipment	5-8	21,334		18,057
Machinery and equipment	5-7	269,306		251,282
		319,756		296,668
Accumulated depreciation and amortization		(238,784)		(219,107)
Property, plant and equipment, net		$	80,972	$	77,561

Intangible Assets - Gross Carrying Amount and Accumulated Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 188,835	$ 183,588
Accumulated Amortization	(144,841)	(134,573)
Net Carrying Amount	43,994	49,015
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Amount	110,780	109,683
Accumulated Amortization	(90,506)	(84,130)
Net Carrying Amount	$ 20,274	25,553
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	5 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	18 years
Software/Technology
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	3 years
Gross Amount	$ 55,053	51,028
Accumulated Amortization	(32,230)	(28,669)
Net Carrying Amount	$ 22,823	22,359
Software/Technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	3 years
Software/Technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	15 years
Covenants not to compete
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 12,536	12,488
Accumulated Amortization	(12,488)	(12,416)
Net Carrying Amount	$ 48	72
Covenants not to compete \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	2 years
Covenants not to compete \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	5 years
Other
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 10,466	10,389
Accumulated Amortization	(9,617)	(9,358)
Net Carrying Amount	$ 849	$ 1,031
Other \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	2 years
Other \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	12 years

Acquisitions - Acquisition-Related Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Due diligence, professional fees and other transaction costs	$ 9	$ 31	$ 5
Adjustments to fair value of contingent consideration liabilities	0	45	1,128
Acquisition-related expense, net	$ 9	$ 76	$ 1,133

Accounts Receivable - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Receivables [Abstract]
Trade accounts receivable	$ 134,495	$ 127,767
Allowance for credit losses	(1,648)	(4,110)
Accounts receivable, net	$ 132,847	$ 123,657

Acquisitions

12 Months Ended

Dec. 31, 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 recorded as acquisition-related expense, net, on the Consolidated Statements of Income (Loss) and were as follows for the years ended December 31, 2023, 2022 and 2021 (in thousands):


	For the year ended December 31,
	2023		2022		2021
Due diligence, professional fees and other transaction costs	$	9	$	31	$	5
Adjustments to fair value of contingent consideration liabilities	—		45		1,128
Acquisition-related expense, net	$	9	$	76	$	1,133

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Cash Proceeds and Aggregate Fair Value of Stock Options Exercised

In addition, there were no stock options exercised during the years ended December 31, 2023, 2022 and 2021.

Schedule of Stock Options Activity

The following table sets forth a summary of the stock option activity, weighted-average exercise prices and options outstanding as of December 31, 2023, 2022 and 2021 as follows (in thousands, except per share amounts and years):


	For the years ended December 31,
	2023			2022			2021
	Common Stock Options	Weighted Average Exercise Price		Common Stock Options	Weighted Average Exercise Price		Common Stock Options	Weighted Average Exercise Price
Outstanding at beginning of year:	—	$	—	5	$	22.35	5	$	22.35
Granted	250	$	5.36	—	$	—	—	$	—
Exercised	—	$	—	—	$	—	—	$	—
Expired or forfeited	—	$	—	(5)	$	22.35	—	$	—
Outstanding at end of year:	250	$	5.36	—	$	—	5	$	22.35

Schedule of Vesting Activity of Restricted Stock Units

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 (in thousands):


	For the year ended December 31,
	2023		2022		2021
Awards issued	133		70		51
Grant date fair value of awards issued	$	750	$	450	$	525

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

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


	For the year ended December 31,
	2023		2022		2021
Awards issued	683		401		317
Grand date fair value of awards issued	$	4,269	$	2,524	$	3,434

Schedule of Non-vested Restricted Share Units

A summary of the Company's outstanding, non-vested restricted share units is as follows (in thousands, except per share amounts and years):


	For the year ended December 31,
	2023			2022			2021
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	1,415	$	6.66	1,208	$	7.96	1,076	$	7.41
Granted	606	$	8.30	687	$	7.59	528	$	10.07
Released	(683)	$	6.25	(401)	$	6.63	(317)	$	10.77
Forfeited	(154)	$	8.00	(79)	$	14.23	(79)	$	8.82
Outstanding at end of period:	1,184	$	8.07	1,415	$	6.66	1,208	$	7.96

Schedule of Performance Shares Units Activity

A summary of the Company's PRSU activity is presented as follows (in thousands, except per share amounts and years):


	For the year ended December 31,
	2023			2022			2021
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	371	$	9.96	388	$	10.07	333	$	8.84
Granted	282	$	8.50	341	$	6.55	189	$	12.59
Performance condition adjustments, net	(305)	$	8.34	(285)	$	7.71	(56)	$	9.27
Released	(204)	$	6.59	(73)	$	5.17	(78)	$	8.15
Forfeited	(84)	$	6.95	—	$	—	—	$	—
Outstanding at end of period:	60	$	9.33	371	$	9.96	388	$	10.07

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income (loss) before provision (benefit) for income taxes is as follows (in thousands):


	For the year ended December 31,
	2023		2022		2021
Income (loss) before provision (benefit) for income taxes from:
U.S. operations	$	(6,900)	$	439	$	1,527
Foreign operations	(11,765)		8,855		5,761
Income (loss) before provision (benefit) for income taxes	$	(18,665)	$	9,294	$	7,288

The provision (benefit) for income taxes consists of the following (in thousands):


	For the year ended December 31,
	2023		2022		2021
Current
Federal	$	1,372	$	(644)	$	(182)
States and local	705		464		246
Foreign	2,063		3,251		3,641
Reserve for uncertain tax positions	16		136		(186)
Total current provision (benefit)	$	4,156	$	3,207	$	3,519
Deferred
Federal	$	(2,005)	$	(435)	$	(309)
States and local	(122)		242		(138)
Foreign	(1,439)		(1,614)		(1,884)
Reserve for uncertain tax positions	—		—		155
Total deferred benefit	(3,566)		(1,807)		(2,176)
Net change in valuation allowance	(1,810)		1,320		2,052
Net deferred benefit	(5,376)		(487)		(124)
Total provision (benefit) for income taxes	$	(1,220)	$	2,720	$	3,395

The provision (benefit) for income taxes differs from the amount computed by applying the statutory federal tax rate to income tax as follows (in thousands):


	For the years ended December 31,
	2023				2022				2021
Federal tax at statutory rate	$	(3,920)	21.0	%	$	1,952	21.0	%	$	1,527	21.0	%
State taxes, net of federal benefit	611		(3.3)	%	622		6.7	%	75		1.0	%
Foreign tax	274		(1.5)	%	218		2.3	%	380		5.2	%
Goodwill impairment	2,901		(15.5)	%	—		—	%	—		—	%
Nondeductible compensation	716		(3.8)	%	—		—	%	119		1.6	%
US taxation of foreign earnings	98		(0.5)	%	100		1.1	%	(1,041)		(14.3)	%
Permanent differences	485		(2.6)	%	363		3.9	%	373		5.1	%


Research & Development Credit	(602)		3.2	%	(1,716)		(18.5)	%	(214)		(2.9)	%

Change in valuation allowance	(1,810)		9.7	%	1,320		14.2	%	2,052		28.2	%
Impact of foreign tax rate changes			—	%	(246)		(2.6)	%	49		0.7	%
Other	27		(0.1)	%	107		1.2	%	75		1.0	%
Total provision (benefit) for income taxes	$	(1,220)	6.5	%	$	2,720	29.3	%	$	3,395	46.6	%

The permanent differences identified above include normal recurring differences, such as meals, entertainment, and parking fringe benefits as well as a portion of the goodwill impairment charge.

On June 28, 2019, the Canadian province of Alberta enacted the Job Creation Tax Cut which reduced the Alberta corporate income tax rate from 12% to 11% starting in 2019 with further annual reductions to 10% in 2020, 9% in 2021, and 8% in 2022.

On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). The CARES Act is an approximately $2 trillion emergency economic stimulus package in response to the Coronavirus outbreak, which among other things contains numerous income tax provisions. Some of these tax provisions are effective retroactively for years ending before the date of enactment. The CARES Act provides a five-year carryback of net operating losses generated in years 2018 through 2020. As the statutory federal income tax rate applicable to certain years within the carryback period is 35%, carryback to those years of our estimated 2020 annual federal tax loss provides a tax benefit in excess of the current federal statutory rate of 21%, resulting in an increased income tax benefit of $1.9 million. The income tax effects of the CARES Act resulted in a cash refund of approximately $4.9 million in 2021 of taxes paid in prior years.

On December 27, 2020, the United States enacted the Consolidated Appropriations Act, 2021, (the "Appropriations Act") an additional stimulus package providing financial relief for individuals and small business. The Appropriations Act contains a variety of tax provisions, including full expensing of business meals in 2021 and 2022, and expansion of the employee retention tax credit. The Appropriations Act did not have a material impact on our consolidated financial position, results of operations, and cash flows.

In response to the COVID-19 pandemic, the American Rescue Plan Act was signed into law on March 11, 2021. This act, among other things, provides economic relief provisions to individuals and funding to certain businesses and programs. This guidance did not have a material impact on our consolidated financial position, results of operations, and cash flows.

In August 2022 the United States enacted the Inflation Reduction Act (“IRA”) of 2022 (Public Law No. 117-169), which includes a 15% book minimum tax on corporations with financial accounting profits over 1 billion US dollars (USD) and a 1% excise tax on certain stock buybacks. The IRA also contains numerous clean energy tax incentives related to electricity production, carbon sequestration, alternative vehicles and fuels, and residential and commercial energy efficiency. The company does not expect this act to have a material impact.

Deferred income tax attributes resulting from differences between financial accounting amounts and income tax basis of assets and liabilities are as follows (in thousands):


	December 31,
	2023		2022
Deferred income tax assets
Allowance for doubtful accounts	$	298	$	826
Inventory	1,201		806
Intangible assets	1,036		1,178
Accrued expenses	4,085		4,365
Net operating loss carryforward	5,329		4,985
Finance lease obligations	275		463
Stock Options	187		—
Deferred stock based compensation	723		1,152
Interest carryforward	4,174		1,501
Right-of-use liability	8,984		9,886
R&D Expense	5,091		2,836
Credits	87		490
Other	1,694		1,495
Deferred income tax assets	33,164		29,983
Valuation allowance	(6,029)		(7,787)
Net deferred income tax assets	$	27,135	$	22,196
Deferred income tax liabilities
Property and equipment	$	(6,472)	$	(6,493)
Goodwill	(9,132)		(7,645)
Intangible assets	(2,822)		(3,601)
Right-of-use asset	(8,944)		(9,841)
Other	(2)		(122)
Deferred income tax liabilities	(27,372)		(27,702)
Net deferred income taxes	$	(237)	$	(5,506)

As of December 31, 2023, the Company had no federal net operating loss carry forwards (NOLs). In addition, as of December 31, 2023, the Company had state and foreign NOLs of $10.4 million and $15.0 million, respectively. Approximately $4.6 million of the state NOLs expire at various times from 2031 to 2040, while the remainder of the Company's state NOLs do not expire. Approximately $2.8 million of the foreign NOLs expire at various times from 2023 to 2041, while the remainder of the Company's foreign NOLs do not expire.

In assessing the ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. Valuation allowances are provided when management believes the Company's deferred tax assets are not recoverable based on future reversals of existing taxable temporary differences, taxable income in prior carryback year(s) if carryback is permitted under the tax law, and an assessment of estimated future taxable income, exclusive of reversing temporary differences and carryforwards, that incorporates ongoing, prudent and feasible tax planning strategies. At December 31, 2023 and December 31, 2022, the Company has a valuation allowance of approximately $6.0 million and $7.8 million, respectively, primarily against certain state and foreign NOLs and other specific deferred tax assets. The net increase in the valuation allowance of approximately $1.8 million is primarily attributable to state and foreign net operating losses and changes in foreign exchange rates, offset by a reduction of expiring losses. Except for those deferred tax assets subject to the valuation allowance, management believes that it will realize all deferred tax assets as a result of sufficient future taxable income in each tax jurisdiction in which the Company has deferred tax assets. .

The following table summarizes the changes in the Company’s gross unrecognized tax benefits, excluding interest and penalties (in thousands):


	For the year ended December 31,
	2023		2022
Balance at beginning of period	$	258	$	300
Additions for tax positions related to the current fiscal period	—		—
Additions for tax positions related to prior years	—		1




Reductions related to the expiration of statutes of limitations	—		(43)
Balance at end of period	$	258	$	258

The Company has recorded the unrecognized tax benefits in other long-term liabilities in the consolidated balance sheets. As of December 31, 2023 and December 31, 2022, there were approximately $0.3 million and $0.3 million of unrecognized tax benefits, respectively, including penalties and interest. If the Company recognized these unrecognized tax benefits, approximately $0.3 million and $0.3 million would favorably affect the effective tax rate for both December 31, 2023 and December 31, 2022, respectively. Interest and penalties related to unrecognized tax benefits are recorded in income tax expense and are not significant for the years ended December 31, 2023, 2022 and 2021. The Company anticipates a decrease to its unrecognized tax benefits of $0.1 million excluding interest and penalties within the next 12 months.

The Company is subject to taxation in the United States and various states and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years ending before December 31, 2017 and generally is no longer subject to state, local or foreign income tax examinations by tax authorities for years ending before December 31, 2019. Currently the Company is undergoing a federal tax audit for years ending December 31, 2018 through December 31, 2020.

As previously noted, the Tax Act made significant changes to the taxation of undistributed earnings, requiring that all previously untaxed earnings and profits of the Company's controlled foreign operations be subjected to the transition tax. Since these earnings have now been subjected to U.S. federal tax, they would only be potentially subject to limited other taxes, including foreign withholding and certain state taxes. As of December 31, 2023, the Company has not recognized a deferred tax liability for foreign withholdings and state taxes on its undistributed international earnings or losses of its foreign subsidiaries since it intends to indefinitely reinvest the earnings outside the United States. The Company has estimated $73.3 million of unremitted international earnings which provides an unrecorded deferred tax liability related to undistributed international earnings is approximately $1.5 million.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net income (loss)	$ (17,445)	$ 6,574	$ 3,893
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization	34,099	33,294	34,921
Deferred income taxes	(5,281)	(517)	87
Share-based compensation expense	5,712	5,335	5,421
Impairment charges	13,799	0	0
Bad debt provision for troubled customers, net of recoveries	0	42	0
Foreign currency (gain) loss	1,030	(208)	417
Payment of finance costs	0	(400)	0
Fair value adjustments to contingent consideration	0	45	949
Other	(437)	786	119
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions
Accounts receivable	(8,026)	(17,225)	(3,979)
Inventories	(1,867)	(1,283)	278
Prepaid expenses and other assets	(1,852)	5,959	943
Accounts payable	4,177	(93)	(1,139)
Accrued expenses and other liabilities	4,010	(6,454)	2,268
Income taxes payable	(580)	1,084	(1,917)
Payment of contingent consideration in excess of initial estimate	(937)	(533)	0
Net cash provided by operating activities	26,748	26,406	42,261
Cash flows from investing activities
Purchase of property, plant and equipment	(20,854)	(12,591)	(18,161)
Purchase of intangible assets	(2,795)	(825)	(1,115)
Acquisition of businesses, net of cash acquired	0	0	(440)
Proceeds from sale of equipment	1,516	1,178	1,165
Net cash used in investing activities	(22,133)	(12,238)	(18,551)
Cash flows from financing activities
Repayment of finance lease obligations	(5,047)	(4,140)	(4,060)
Proceeds from borrowings of long-term debt	611	125,000	0
Repayment of long-term debt	(7,598)	(81,405)	(16,262)
Proceeds from revolver	83,000	192,501	89,000
Repayments of revolver	(77,100)	(246,750)	(89,065)
Payments of financing costs	0	(147)	(550)
Payment of contingent consideration for business acquisitions	0	(405)	(938)
Taxes paid related to net share settlement of share-based awards	(1,572)	(977)	(1,370)
Net cash used in financing activities	(7,706)	(16,323)	(23,245)
Effect of exchange rate changes on cash and cash equivalents	249	(1,467)	(2,115)
Net change in cash and cash equivalents	(2,842)	(3,622)	(1,650)
Cash and cash equivalents:
Beginning of period	20,488	24,110	25,760
End of period	17,646	20,488	24,110
Supplemental disclosure of cash paid
Interest, net	17,078	8,603	10,078
Income taxes, net	6,901	(3,069)	4,707
Noncash investing and financing
Equipment acquired through finance lease obligations	7,125	5,076	2,923
Provision for Other Credit Losses	$ 346	$ 0	$ 0

Earnings per Share - Computations of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended												12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Basic earnings (loss) per share:
Net income (loss) attributable to Mistras Group, Inc.	$ (2,514)	$ (10,298)	$ 337	$ (4,986)	$ 2,842	$ 4,373	$ 4,643	$ (5,363)	$ (94)	$ 3,380	$ 5,937	$ (5,362)	$ (17,453)	$ 6,499	$ 3,860
Denominator
Weighted average common shares outstanding (in shares)													30,330	29,901	29,572
Basic earnings (loss) per share (in dollars per share)	$ (0.08)	$ (0.34)	$ 0.01	$ (0.17)	$ 0.09	$ 0.15	$ 0.15	$ (0.18)	$ 0	$ 0.11	$ 0.20	$ (0.18)	$ (0.58)	$ 0.22	$ 0.13
Denominator
Weighted average common shares outstanding (in shares)													30,330	29,901	29,572
Dilutive effect of stock options outstanding (in shares)													0	0	558
Dilutive effect of restricted stock units outstanding (in shares)													0	328	0
Weighted average common shares outstanding, diluted (in shares)													30,330	30,229	30,130
Diluted earnings (loss) per share (in dollars per share)	$ (0.08)	$ (0.34)	$ 0.01	$ (0.17)	$ 0.09	$ 0.14	$ 0.15	$ (0.18)	$ 0	$ 0.11	$ 0.20	$ (0.18)	$ (0.58)	$ 0.21	$ 0.13

Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Computations of Basic and Diluted Earnings Per Share

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


	For the year ended December 31,
	2023		2022		2021
Basic earnings (loss) per share:
Numerator:
Net income (loss) attributable to Mistras Group, Inc.	$	(17,453)	$	6,499	$	3,860
Denominator
Weighted average common shares outstanding	30,330		29,901		29,572
Basic earnings (loss) per share	$	(0.58)	$	0.22	$	0.13

Diluted earnings (loss) per share:
Numerator:
Net income (loss) attributable to Mistras Group, Inc.	$	(17,453)	$	6,499	$	3,860
Denominator
Weighted average common shares outstanding	30,330		29,901		29,572
Dilutive effect of stock options outstanding	—		—		558
Dilutive effect of restricted stock units outstanding	—		328		—
	30,330		30,229		30,130
Diluted earnings (loss) per share	$	(0.58)	$	0.21	$	0.13

Schedule of Potential Common Shares Excluded From the Computation of Diluted Earnings Per Share

The following potential shares of common stock were excluded from the computation of diluted earnings per share, as the effect would have been anti-dilutive:


	For the year ended December 31,
	2023	2022	2021
Potential shares of common stock attributable to restricted stock units (RSUs) and performance stock units (PSUs) outstanding (1)	547	1,005	109
Potential shares of common stock attributable to stock options outstanding	—	1	5
Total	547	1,006	114

(1) For the year ended December 31, 2023, 1,014,527 shares of common stock related to restricted stock and 250,000 stock options, were excluded from the calculation of diluted EPS due to the net loss for the period.

Share-Based Compensation - Common Stock Issued to Non-employee Directors (Details) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restricted Stock Units
Share-based compensation
Awards issued (in shares)	683	401	317
Grant date fair value of awards issued (in dollars per share)	$ 4,269	$ 2,524	$ 3,434
Non-employee directors \| Common Stock
Share-based compensation
Awards issued (in shares)	133	70	51
Grant date fair value of awards issued (in dollars per share)	$ 750	$ 450	$ 525

- 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

Summary of Significant Accounting Policies and Practices	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies and Practices	Summary of Significant Accounting Policies and Practices 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 customers 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 customers 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 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 impairment charges within the International reporting units of $13.8 million. Refer to Note 8-Goodwill. During 2022, the Company experienced unfavorable foreign currency exchange impacts as it relates to the Company's European operations. Additionally, the Russian-Ukrainian war and the conflict in the Middle East between Israel and Hamas 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. 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. Principles of Consolidation The Company follows guidance on the consolidation of variable interest entities ("VIEs") that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct the activities that most significantly impact the VIE’s economic performance, including powers granted to the VIE’s program manager, powers contained in the VIE governing board and, to a certain extent, a company’s economic interest in the VIE. The Company analyzes its joint ventures and classifies them as either: •a VIE that must be consolidated because the Company is the primary beneficiary, or the joint venture is not a VIE and the Company holds the majority voting interest with no significant participative rights available to the other partners; or •a VIE that does not require consolidation and is treated as an equity method investment because the Company is not the primary beneficiary or the joint venture is not a VIE and the Company does not hold the majority voting interest. As part of the above analysis, if it is determined that the Company has the power to direct the activities that most significantly impact the joint venture’s economic performance, the Company considers whether or not it has the obligation to absorb losses or rights to receive benefits of the VIE that could potentially be significant to the VIE. The Company became the primary beneficiary in July 2020 of a VIE in which the Company has a 49% interest in a limited partnership, and a 49% stockholder in the corporate general partner of the limited partnership. The Company consolidated the financial statements of the VIE with the financial statements of the Company. As of and for the year ended December 31, 2023, the VIE had immaterial assets and had approximately $3.0 million of revenue. The Company is the primary sub-contractor of the VIE. The accompanying audited consolidated financial statements include the accounts of Mistras Group, Inc. as well as its wholly-owned subsidiaries, majority-owned subsidiaries and consolidated 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 Consolidated Balance Sheets. The non-controlling interests in net results, net of tax, is classified separately in the accompanying 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. Reclassifications 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. Use of Estimates The preparation of financial statements in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") requires that the Company make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates, which may cause the Company’s future results to be significantly affected. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Accounts Receivable and Allowance for Credit Losses The Company maintains an allowance for credit losses on its accounts receivable balances, which represents its best estimate of current expected credit losses over the contractual life of the accounts receivable. When evaluating the adequacy of its allowance for credit losses each reporting period, the Company analyzes accounts receivable balances with similar risk characteristics on a collective basis, considering factors such as the aging of receivable balances, payment terms (primarily with 30 day terms), geographic location, historical loss experience, current information and future expectations (generally considered one year which is consistent with expected collectability of the Company's trade receivables). The Company monitors and considers whether historical loss rates are consistent with expectation of supportable forward-looking estimates for its trade receivables noting any current or future economic considerations that would require adjusting the Company’s historical loss experience. Each reporting period, the Company reassesses whether any accounts receivable no longer share similar risk characteristics and should instead be evaluated as part of another pool or on an individual basis. Changes to the allowance for credit losses are adjusted through credit loss expense, which is presented within Selling, general and administrative expenses in the Consolidated Statements of Income (Loss). Concentration of Credit Risk For each of the years ended December 31, 2023 and 2022, no customer represented 10% or more of the Company's revenue. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. At times, cash deposits may exceed the limits insured by the Federal Deposit Insurance Corporation. The Company believes it is not exposed to any significant credit risk or risk of nonperformance of financial institutions. Inventories Inventories are stated at the lower of cost or net realizable value, as determined by using the first-in, first-out method, or market. Work in process and finished goods inventory include material, direct labor, variable costs and overhead. Purchased and Internal-Use Software The Company capitalizes certain costs that are incurred to purchase or to create and implement internal-use software, which includes software coding, installation and testing. Capitalized costs are amortized on a straight-line basis over three years, the estimated useful life of the software. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation of property, plant and equipment is computed utilizing the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is computed utilizing the straight-line method over the shorter of the remaining lease term or estimated useful life. Repairs and maintenance costs are expensed as incurred. Goodwill Goodwill represents the excess purchase price of acquired businesses over the fair values attributed to underlying net tangible assets and identifiable intangible assets. The Company tests goodwill for impairment at a “reporting unit” level (which for the Company is represented by (i) its North America segment, (ii) its Products and Systems segment, (iii) the European component of its International segment and (iv) the Brazilian component of its International segment). The Company's annual impairment test is conducted on the first day of the Company's fourth quarter, which is October 1. Goodwill is also tested for impairment whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing a quantitative impairment test is not necessary. If the Company concludes otherwise, the Company is required to perform a quantitative impairment test. If the fair value of a reporting unit is less than its carrying value, this is an indicator that the goodwill assigned to that reporting unit may be impaired. An impairment will be recorded in the amount that the fair value is less than the carrying value. The Company considers the income and market approaches to estimate the fair value of its reporting units, which requires significant judgment and assumptions related to revenue growth rates, gross margins, EBIT margins, and market multiples. See Note 8-Goodwill for additional information related to the Company's goodwill impairment test during 2023. Impairment of Long-lived Assets The Company reviews the recoverability of its long-lived assets (or asset groups) whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset (group) might not be recoverable. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future undiscounted cash flows. If the total expected future undiscounted cash flows are less than the carrying amount of the assets, a loss is recognized for the difference between fair value (computed based upon the expected future discounted cash flows) and the carrying value of the assets. Acquisitions The Company allocates the purchase price of acquired businesses to their identifiable tangible assets and liabilities as well as identifiable intangible assets, such as customer relationships, technology, non-compete agreements and trade names. Certain estimates and judgments are required in the application of the fair value techniques, including estimates of the respective acquisition's future performance and related cash flows, selection of a discount rate and economic lives, and use of Level 3 measurements as defined in ASC No. 820, Fair Value Measurements and Disclosure. Deferred taxes are recorded for any differences between the assigned values and tax bases of assets and liabilities. Research and Engineering Research and product development costs are expensed as incurred. Advertising, Promotions and Marketing The costs for advertising, promotion and marketing programs are expensed as incurred and are included in selling, general and administrative expenses. Advertising expense was approximately $1.4 million, $2.0 million and $1.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and other financial current assets and liabilities approximate fair value based on the short-term nature of the items. Foreign Currency Translation The financial position and results of operations of the Company’s foreign subsidiaries are measured using their functional currencies, which are their local currencies. Assets and liabilities of foreign subsidiaries are translated into the U.S. Dollar at the exchange rates in effect at the balance sheet date. Income and expenses are translated at the average exchange rate during the period. Translation gains and losses are reported as a component of other comprehensive income (loss) for the period and included in accumulated other comprehensive income (loss) within stockholders’ equity. Foreign currency (gains) losses arising from transactions denominated in currencies other than the functional currency are included in net income, reported in selling, general and administrative expenses, and were approximately $1.3 million, $(0.2) million, and $0.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. Self-Insurance The Company is self-insured for certain losses relating to workers’ compensation and health benefit claims. The Company maintains third-party excess insurance coverage for all workers' compensation and health benefit claims in excess of approximately $0.3 million per occurrence to reduce its exposure from such claims. Self-insured losses are accrued when it is probable that an uninsured claim has been incurred but not reported and the amount of the loss can be reasonably estimated at the balance sheet date. Share-based Compensation The value of services received from employees and directors in exchange for an award of an equity instrument is measured based on the grant-date fair value of the award. Such value is recognized as a non-cash expense on a straight-line basis over the minimum period the individual provides services, which is typically the vesting period of the award with the exception of awards with graded vesting that contain an internal performance measure where each tranche is recognized on a straight-line basis over its vesting period subject to the probability of meeting the performance requirements and adjusted for the number of shares expected to be earned. Awards to certain employees eligible for retirement prior to the award becoming fully vested are amortized to expense over the period through the date that the employee first becomes eligible to retire and is no longer required to provide service to earn the award. As share-based compensation expense is based on awards ultimately expected to vest, the amount of expense is reduced for estimated forfeitures. The cost of these awards is recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of Income (Loss). Income Taxes Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of our assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. Our net deferred tax assets primarily consist of net operating loss carry forwards, or NOLs. A valuation allowance is provided if it is more likely than not that some or all of a deferred income tax asset will not be realized. A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the current and prior years. 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. 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 per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Earnings 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 stock 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 (in thousands except share data):


	For the year ended December 31,
	2023		2022		2021
Basic earnings (loss) per share:
Numerator:
Net income (loss) attributable to Mistras Group, Inc.	$	(17,453)	$	6,499	$	3,860
Denominator
Weighted average common shares outstanding	30,330		29,901		29,572
Basic earnings (loss) per share	$	(0.58)	$	0.22	$	0.13

Diluted earnings (loss) per share:
Numerator:
Net income (loss) attributable to Mistras Group, Inc.	$	(17,453)	$	6,499	$	3,860
Denominator
Weighted average common shares outstanding	30,330		29,901		29,572
Dilutive effect of stock options outstanding	—		—		558
Dilutive effect of restricted stock units outstanding	—		328		—
	30,330		30,229		30,130
Diluted earnings (loss) per share	$	(0.58)	$	0.21	$	0.13

The following potential shares of common stock were excluded from the computation of diluted earnings per share, as the effect would have been anti-dilutive:


	For the year ended December 31,
	2023	2022	2021
Potential shares of common stock attributable to restricted stock units (RSUs) and performance stock units (PSUs) outstanding (1)	547	1,005	109
Potential shares of common stock attributable to stock options outstanding	—	1	5
Total	547	1,006	114

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 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. 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 Company’s subsidiaries had significant reductions in their unionized workers in 2018. The collective bargaining agreements for the employees of this subsidiary required contributions for these employees to two national multi-employer pension funds. The reduction in employees resulted in the subsidiary incurring a complete withdrawal to one of the pension funds under the Employee Retirement Income Security Act of 1974 ("ERISA"), which was fully satisfied in 2019. The Company has determined that the subsidiary is likely to incur partial or complete withdrawal liability to the other pension fund. The balance of the estimated total amount of this potential liability as of December 31, 2023 is approximately $2.5 million, which was incurred in 2018 and 2019. Acquisition and disposition related contingencies During 2018, the Company sold a subsidiary in the Products and Systems segment. As part of the sale, the Company entered into a three-year agreement to purchase products from the buyer, with a cumulative commitment of $2.3 million. On August 3, 2021, the parties amended the agreement and extended the period by 12 months. As of December 31, 2022, the commitment was fully satisfied.

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenues by Segment

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

Revenue by industry was as follows (in thousands):


Year ended December 31, 2023	North America		International		Products		Corp/Elim		Total
Oil & Gas	$	379,221	$	36,615	$	159	$	—	$	415,995
Aerospace & Defense	56,000		20,711		286		—		76,997
Industrials	42,518		26,292		1,773		—		70,583
Power Generation and Transmission	23,598		6,609		3,767		—		33,974
Other Process Industries	33,035		14,456		112		—		47,603
Infrastructure, Research & Engineering	16,620		9,320		3,168		—		29,108
Petrochemical	13,216		1,216		—		—		14,432
Other	15,122		9,195		3,721		(11,257)		16,781
Total	$	579,330	$	124,414	$	12,986	$	(11,257)	$	705,473


Year ended December 31, 2022	North America		International		Products		Corp/Elim		Total
Oil & Gas	$	356,763	$	30,654	$	335	$	—	$	387,752
Aerospace & Defense	61,475		18,763		314		—		80,552
Industrials	38,197		23,703		2,083		—		63,983
Power Generation and Transmission	31,197		8,304		2,603		—		42,104
Other Process Industries	40,778		14,021		28		—		54,827
Infrastructure, Research & Engineering	15,283		7,946		3,994		—		27,223
Petrochemical	15,360		536		—		—		15,896
Other	14,283		8,498		3,370		(11,115)		15,036
Total	$	573,336	$	112,425	$	12,727	$	(11,115)	$	687,373


Year ended December 31, 2021	North America		International		Products		Corp/Elim		Total
Oil & Gas	$	330,880	$	35,232	$	808	$	—	$	366,920
Aerospace & Defense	51,593		16,513		286		—		68,392
Industrials	41,873		24,000		1,842		—		67,715
Power Generation and Transmission	39,966		9,927		2,853		—		52,746
Other Process Industries	38,742		12,593		64		—		51,399
Infrastructure, Research & Engineering	16,809		11,496		3,985		—		32,290
Petrochemical	19,378		227		—		—		19,605
Other	16,146		7,257		3,993		(9,332)		18,064
Total	$	555,387	$	117,245	$	13,831	$	(9,332)	$	677,131

Revenue per key geographic location was as follows (in thousands):


Year ended December 31, 2023	North America		International		Products		Corp/Elim		Total
United States	$	495,764	$	934	$	5,956	$	(2,372)	$	500,282
Other Americas	77,880		12,906		850		(4,697)		86,939
Europe	3,655		105,934		1,927		(3,381)		108,135
Asia-Pacific	2,031		4,640		4,253		(807)		10,117
Total	$	579,330	$	124,414	$	12,986	$	(11,257)	$	705,473


Year ended December 31, 2022	North America		International		Products		Corp/Elim		Total
United States	$	485,551	$	910	$	6,495	$	(3,083)	$	489,873
Other Americas	83,877		9,076		406		(4,105)		89,254
Europe	2,811		99,714		1,896		(3,502)		100,919
Asia-Pacific	1,097		2,725		3,930		(425)		7,327
Total	$	573,336	$	112,425	$	12,727	$	(11,115)	$	687,373


Year ended December 31, 2021	North America		International		Products		Corp/Elim		Total
United States	$	472,125	$	912	$	6,469	$	(4,284)	$	475,222
Other Americas	80,013		5,003		395		(1,768)		83,643
Europe	1,841		108,411		2,174		(2,812)		109,614
Asia-Pacific	1,408		2,919		4,793		(468)		8,652
Total	$	555,387	$	117,245	$	13,831	$	(9,332)	$	677,131

Income Taxes - Income (Loss) Before Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income (loss) before provision (benefit) for income taxes from:
U.S. operations	$ (6,900)	$ 439	$ 1,527
Foreign operations	(11,765)	8,855	5,761
Income (loss) before provision (benefit) for income taxes	$ (18,665)	$ 9,294	$ 7,288

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Selected Quarterly Financial Information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended												12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Quarterly Financial Information Disclosure [Abstract]
Revenue	$ 182,073	$ 179,354	$ 176,030	$ 168,016	$ 168,218	$ 178,462	$ 179,031	$ 161,662	$ 171,163	$ 174,556	$ 177,677	$ 153,735	$ 705,473	$ 687,373	$ 677,131
Gross Profit	53,627	54,382	49,722	46,077	50,939	53,784	53,558	39,892	49,594	52,216	55,336	40,001	203,807	198,173	197,147
Income (loss) from operations	706	(4,682)	3,893	(1,830)	5,802	9,114	9,576	(4,698)	2,306	9,236	11,374	(4,746)	(1,904)	19,799	18,170
Net income (loss) attributable to Mistras Group, Inc.	$ (2,514)	$ (10,298)	$ 337	$ (4,986)	$ 2,842	$ 4,373	$ 4,643	$ (5,363)	$ (94)	$ 3,380	$ 5,937	$ (5,362)	$ (17,453)	$ 6,499	$ 3,860
Earnings (loss) per common share:
Basic (in dollars per share)	$ (0.08)	$ (0.34)	$ 0.01	$ (0.17)	$ 0.09	$ 0.15	$ 0.15	$ (0.18)	$ 0	$ 0.11	$ 0.20	$ (0.18)	$ (0.58)	$ 0.22	$ 0.13
Diluted (in dollars per share)	$ (0.08)	$ (0.34)	$ 0.01	$ (0.17)	$ 0.09	$ 0.14	$ 0.15	$ (0.18)	$ 0	$ 0.11	$ 0.20	$ (0.18)	$ (0.58)	$ 0.21	$ 0.13

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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- Definition

The amount of net income (loss) from continuing operations per each share of common stock or unit outstanding during the reporting period.

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- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 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 (in thousands):


	December 31,
	2023		2022
Balance at the beginning of the period:	$	937	$	1,830
Acquisitions	—		—
Payments	(937)		(938)
Accretion of liability	—		—
Revaluation	—		45
Foreign currency translation	—		—
Balance at the end of the period:	$	—	$	937

Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

The gross carrying amount and accumulated amortization of intangible assets were as follows (in thousands):


		December 31,
		2023						2022
	Useful Life (Years)	Gross Amount		Accumulated Amortization		Net Carrying Amount			Gross Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	5-18	$	110,780	$	(90,506)	$	20,274		$	109,683	$	(84,130)	$	25,553
Software/Technology	3-15	55,053		(32,230)		22,823			51,028		(28,669)		22,359
Covenants not to compete	2-5	12,536		(12,488)		48			12,488		(12,416)		72
Other	2-12	10,466		(9,617)		849			10,389		(9,358)		1,031
Total		$	188,835	$	(144,841)	$	43,994		$	183,588	$	(134,573)	$	49,015

Amortization expense for the years ended December 31, 2023, 2022 and 2021, was approximately $8.5 million, $9.1 million, and $9.7 million, respectively, including amortization of software/technology for these periods of $2.9 million, $2.9 million, and $3.0 million, respectively.

Amortization expense in each of the five years and thereafter subsequent to December 31, 2023 related to the Company’s intangible assets is expected to be as follows (in thousands):


	Expected Amortization Expense
2024	$	9,054
2025	6,829
2026	6,120
2027	4,752
2028	4,620
Thereafter	12,619
Total	$	43,994

Leases - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Feb. 28, 2022	Dec. 31, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
ROU operating lease liabilities		$ 38,905	$ 38,442
Operating rental payments		13,208	12,502
ROU finance lease assets		14,500	13,000
Company's Headquarters \| Operating Lease Arrangement
Lessee, Lease, Description [Line Items]
ROU operating lease liabilities		$ 800	1,800
Operating rental payments			$ 1,000
Percentage of reduction on rental payments	12.50%

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following (in thousands):


	December 31,
	2023		2022
Senior credit facility	$	71,150	$	65,250
Senior secured term loan, net of unamortized debt issuance costs of $0.4 million and $0.5 million	115,253		121,399

Other	3,996		4,602
Total debt	190,399		191,251
Less: Current portion	(8,900)		(7,425)
Long-term debt, net of current portion	$	181,499	$	183,826

Schedule of Principal Payments Due Under All Borrowing Agreements

Scheduled principal payments due under all borrowing agreements in each of the five years and thereafter subsequent to December 31, 2023 are as follows (in thousands):


2024	$	9,208
2025	11,968
2026	12,875
2027	155,524
2028	824
Thereafter	—
Total	$	190,399

- 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

Goodwill - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
Goodwill - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill
Impairment charges	$ 13,800	$ 13,799	$ 0	$ 0
Cumulative goodwill impairment	114,000	114,000
North America
Goodwill
Cumulative goodwill impairment	57,200	57,200	57,200
Products and Systems
Goodwill
Cumulative goodwill impairment	13,200	13,200	13,200
International
Goodwill
Impairment charges		13,800
Cumulative goodwill impairment	$ 43,600	$ 43,600	$ 43,600

- 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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-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-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

Share-Based Compensation - Restricted Stock Unit Awards Outstanding (Details) - Restricted Stock Units - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding at beginning of period: (in shares)	1,415	1,208	1,076
Granted (in shares)	606	687	528
Released (in shares)	(683)	(401)	(317)
Forfeited (in shares)	(154)	(79)	(79)
Outstanding at end of period: (in shares)	1,184	1,415	1,208
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Outstanding at beginning of period: (in dollars per share)	$ 8.07	$ 6.66	$ 7.96	$ 7.41
Granted (in dollars per share)	8.30	7.59	10.07
Released (in dollars per share)	6.25	6.63	10.77
Forfeited (in dollars per share)	8.00	14.23	8.82
Outstanding at end of period: (in dollars per share)	$ 8.07	$ 6.66	$ 7.96	$ 7.41

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Philadelphia, Pennsylvania
Auditor Firm ID	238

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	December 31,
	2023		2022
Accrued salaries, wages and related employee benefits	$	27,372	$	26,684
Contingent consideration	—		937
Accrued workers' compensation and health benefits	4,385		3,660
Deferred revenue	7,136		7,521

Right-of-use liability - Operating	10,686		10,376
Pension accrual	2,458		2,519
Other accrued expenses	32,294		26,147
Total accrued expenses and other current liabilities	$	84,331	$	77,844

Income Taxes - Provision (Benefit) for Income Taxes Computed By Applying Statutory Federal Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Federal tax at statutory rate	$ (3,920)	$ 1,952	$ 1,527
State taxes, net of federal benefit	611	622	75
Foreign tax	274	218	380
Goodwill impairment	2,901	0	0
Nondeductible compensation	716	0	119
US taxation of foreign earnings	98	100	(1,041)
Permanent differences	485	363	373
Research and Development Credit	(602)	(1,716)	(214)
Change in valuation allowance	(1,810)	1,320	2,052
Impact of foreign tax rate changes		(246)	49
Other	27	107	75
Total provision (benefit) for income taxes	$ (1,220)	$ 2,720	$ 3,395
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Federal tax at statutory rate	21.00%	21.00%	21.00%
State taxes, net of federal benefit	(3.30%)	6.70%	1.00%
Foreign tax	(1.50%)	2.30%	5.20%
Goodwill impairment	(15.50%)	0.00%	0.00%
Nondeductible compensation	(3.80%)	0.00%	1.60%
US taxation of foreign earnings	(0.50%)	1.10%	(14.30%)
Permanent differences	(2.60%)	3.90%	5.10%
Research and Development Credit	3.20%	(18.50%)	(2.90%)
Change in valuation allowance	9.70%	14.20%	28.20%
Impact of foreign tax rate changes	0.00%	(2.60%)	0.70%
Other	(0.10%)	1.20%	1.00%
Total provision (benefit) for income taxes	6.50%	29.30%	46.60%

Long-Term Debt - Narrative (Details)			3 Months Ended	12 Months Ended
Long-Term Debt - Narrative (Details)	Dec. 31, 2023 USD ($)	Aug. 01, 2022 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	May 19, 2021 USD ($)
Debt Instrument [Line Items]
Other debt outstanding	$ 190,399,000			$ 190,399,000	$ 191,251,000
Financing costs incurred				0	147,000	$ 550,000
Senior credit facility
Debt Instrument [Line Items]
Other debt outstanding	71,150,000			71,150,000	65,250,000
Borrowings outstanding under line of credit	186,400,000			186,400,000
Outstanding letters of credit	2,900,000			2,900,000
Capitalized debt modification costs	1,200,000			1,200,000
Senior credit facility \| Senior Secured Term Loan
Debt Instrument [Line Items]
Other debt outstanding	115,253,000			115,253,000	121,399,000
Senior credit facility \| Credit Agreement
Debt Instrument [Line Items]
Capitalized unamortized debt issuance costs			$ 800,000
Financing costs incurred			1,600,000
Capitalized debt issuance costs expensed			$ 200,000
Senior credit facility \| The Credit Agreement, JP Morgan Chase Bank
Debt Instrument [Line Items]
Other debt outstanding	115,300,000			115,300,000
Other
Debt Instrument [Line Items]
Other debt outstanding	$ 3,996,000			3,996,000	$ 4,602,000
Other \| Minimum
Debt Instrument [Line Items]
Debt periodic payments				$ 1,000
Interest rate	0.40%			0.40%
Other \| Maximum
Debt Instrument [Line Items]
Debt periodic payments				$ 19,000
Interest rate	3.50%			3.50%
Line of Credit \| Senior credit facility
Debt Instrument [Line Items]
Maximum borrowing capacity							$ 150,000,000
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank
Debt Instrument [Line Items]
Maximum consolidated debt ratio required for lowest SOFR margin		1.25
Maximum consolidated debt ratio		3.75
Fixed charge coverage ratio	1.1	1.25
Required written notice for acquisition		5 days
Minimum value of acquisition requiring written notice		$ 10,000,000
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| Senior credit facility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 190,000,000
Maturity term from the date of acquisition		5 years
Maximum borrowing capacity in non-US dollars		$ 100,000,000
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| Secured Debt
Debt Instrument [Line Items]
Term loan facility		125,000,000					$ 100,000,000
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| Letter of Credit
Debt Instrument [Line Items]
Maximum amount available for the issuance of letters of credit		$ 20,000,000
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| SOFR \| Minimum \| Variable Rate Component
Debt Instrument [Line Items]
Margin rate (as a percent)		1.25%
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| SOFR \| Maximum \| Variable Rate Component
Debt Instrument [Line Items]
Margin rate (as a percent)		2.75%
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| Through June 30, 2023
Debt Instrument [Line Items]
Total consolidated debt leverage ratio		4.0
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| Through remainder of term
Debt Instrument [Line Items]
Total consolidated debt leverage ratio		3.75
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| Through June 30, 2024
Debt Instrument [Line Items]
Debt periodic payments		$ 1,560,000
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| Through June 30, 2025
Debt Instrument [Line Items]
Debt periodic payments		2,340,000
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| Quarterly through maturity
Debt Instrument [Line Items]
Debt periodic payments		$ 3,120,000

Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finance lease expense:
Amortization of ROU assets	$ 5,152	$ 4,068
Interest on lease liabilities	917	624
Operating lease expense	13,234	12,783
Short-term lease expense	179	77
Variable lease expense	2,034	2,141
Total	$ 21,516	$ 19,693

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

The Company leases certain office and operating facilities, machinery, equipment, and vehicles. Concurrent with the adoption of ASC 842, the Company recognized a right-of-use (ROU) asset and lease liability based on the present value of the future lease payments over the lease term for each lease agreement. The Company elected not to recognize a ROU asset and lease liability for leases with terms of 12 months or less and will continue to recognize lease expense for these leases on a straight-line basis over the lease term. The Company has leases with both lease components and non-lease components, such as common area maintenance, utilities, or other repairs and maintenance. For all asset classes, the Company decided to utilize the practical expedient to include both fixed lease components and fixed non-lease components in calculating the ROU asset and lease liability. The Company identified variable lease payments, such as maintenance payments based on actual activities performed or costs incurred, at lease commencement by assessing the nature of the payment provisions, including whether the payments are subject to a minimum charge. Many of the Company's leases include one or more options to renew. When it is reasonably certain that the Company will exercise the option, the Company will include the impact of the option in the lease term for purposes of determining future lease payments. As the Company is unable to determine the discount rate implicit in its lease agreements, the Company uses its incremental borrowing rate on the commencement date to calculate the present value of future payments.

The Company’s Consolidated Balance Sheets include the following related to operating leases as of December 31, 2023 and 2022 (in thousands):


Leases	Classification	2023		2022
Assets:
ROU assets	Other Assets	$	37,512	$	36,946

Liabilities:
ROU liability - current	Accrued expenses and other current liabilities	$	10,686	$	10,376
ROU liability - long-term	Other long-term liabilities	28,219		28,066
Total ROU liabilities		$	38,905	$	38,442

Included within the balance of operating leases is a lease for the Company’s headquarters which is with a related party. The ROU liability for this facility is approximately $0.8 million as of December 31, 2023 and $1.8 million as of December 31, 2022. Total rent payments for this facility were approximately $1.0 million and $1.0 million during the years ended December 31, 2023 and 2022. An agreement was reached with the related party to reduce rental payments by 12.5% for the lease of the Company’s headquarters, effective February 2022 as part of a voluntary reduction.

As of December 31, 2023 and 2022, the total ROU assets attributable to finance leases are approximately $14.5 million and $13.0 million, respectively, which is included in Property, plant, and equipment, net on the Consolidated Balance Sheets.

The components of lease costs for the year ended December 31, 2023 and 2022 are as follows (in thousands):


	Classification	2023		2022
Finance lease expense:
Amortization of ROU assets	Depreciation and amortization	$	5,152	$	4,068
Interest on lease liabilities	Interest expense	917		624
Operating lease expense	Cost of revenue; Selling, general & administrative expenses	13,234		12,783
Short-term lease expense	Cost of revenue; Selling, general & administrative expenses	179		77
Variable lease expense	Cost of revenue; Selling, general & administrative expenses	2,034		2,141
Total		$	21,516	$	19,693

Additional information related to leases as of December 31, 2023 and 2022 is as follows:


	2023			2022
Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases (in thousands):
Finance - financing cash flows	$	5,047		$	4,140
Finance - operating cash flows	917			624
Operating - operating cash flows	13,208			12,502
ROU assets obtained in the exchange for lease liabilities:
Finance leases	$	7,125		$	5,076
Operating leases	10,598			6,067
Weighted-average remaining lease term (in years):
Finance leases	4.7			5.1
Operating leases	4.4			4.7
Weighted-average discount rate:
Finance leases	6.5		%	5.5		%
Operating leases	6.1		%	5.6		%

Maturities of lease liabilities as of December 31, 2023 is as follows (in thousands):


	Finance		Operating
2024	$	5,955	$	12,485
2025	4,520		9,978
2026	3,787		7,426
2027	2,832		5,851
2028	1,168		4,230
Thereafter	128		3,914
Total	18,390		43,884
Less: Present value discount	1,970		4,979
Lease liability	$	16,420	$	38,905

Leases

The Company’s Consolidated Balance Sheets include the following related to operating leases as of December 31, 2023 and 2022 (in thousands):


Leases	Classification	2023		2022
Assets:
ROU assets	Other Assets	$	37,512	$	36,946

Liabilities:
ROU liability - current	Accrued expenses and other current liabilities	$	10,686	$	10,376
ROU liability - long-term	Other long-term liabilities	28,219		28,066
Total ROU liabilities		$	38,905	$	38,442

The components of lease costs for the year ended December 31, 2023 and 2022 are as follows (in thousands):


	Classification	2023		2022
Finance lease expense:
Amortization of ROU assets	Depreciation and amortization	$	5,152	$	4,068
Interest on lease liabilities	Interest expense	917		624
Operating lease expense	Cost of revenue; Selling, general & administrative expenses	13,234		12,783
Short-term lease expense	Cost of revenue; Selling, general & administrative expenses	179		77
Variable lease expense	Cost of revenue; Selling, general & administrative expenses	2,034		2,141
Total		$	21,516	$	19,693

Additional information related to leases as of December 31, 2023 and 2022 is as follows:


	2023			2022
Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases (in thousands):
Finance - financing cash flows	$	5,047		$	4,140
Finance - operating cash flows	917			624
Operating - operating cash flows	13,208			12,502
ROU assets obtained in the exchange for lease liabilities:
Finance leases	$	7,125		$	5,076
Operating leases	10,598			6,067
Weighted-average remaining lease term (in years):
Finance leases	4.7			5.1
Operating leases	4.4			4.7
Weighted-average discount rate:
Finance leases	6.5		%	5.5		%
Operating leases	6.1		%	5.6		%

Maturities of lease liabilities as of December 31, 2023 is as follows (in thousands):


	Finance		Operating
2024	$	5,955	$	12,485
2025	4,520		9,978
2026	3,787		7,426
2027	2,832		5,851
2028	1,168		4,230
Thereafter	128		3,914
Total	18,390		43,884
Less: Present value discount	1,970		4,979
Lease liability	$	16,420	$	38,905

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (17,445)	$ 6,574	$ 3,893
Other comprehensive income (loss):
Foreign currency translation adjustments	5,058	(13,084)	(4,252)
Comprehensive loss	(12,387)	(6,510)	(359)
Less: net income attributable to noncontrolling interests, net of taxes	8	75	33
Less: Foreign currency translation adjustments attributable to noncontrolling interests	4	(5)	(2)
Comprehensive loss attributable to Mistras Group, Inc.	$ (12,399)	$ (6,580)	$ (390)

- 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

Amount of Net Income (Loss) attributable to noncontrolling interest.

+ References + Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 32
-Subparagraph (c)
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
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Reference 33: http://www.xbrl.org/2003/role/exampleRef
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Reference 34: http://www.xbrl.org/2003/role/exampleRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Long-Term Debt - Scheduled Principal Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2024	$ 9,208
2025	11,968
2026	12,875
2027	155,524
2028	824
Thereafter	0
Total debt	$ 190,399	$ 191,251

- Definition

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

+ References + Details

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 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)	30,597,633	29,895,487

Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Schedule of Accounts Receivable, Net

Accounts receivable consist of the following (in thousands):


	December 31,
	2023		2022
Trade accounts receivable	$	134,495	$	127,767
Allowance for credit losses	(1,648)		(4,110)
Accounts receivable, net	$	132,847	$	123,657

Share-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

The Company grants share-based incentive awards to its eligible employees and non-employee directors under two equity incentive plans: (i) the 2009 Long-Term Incentive Plan (the "2009 Plan") and (ii) the 2016 Long-Term Incentive Plan (the "2016 Plan"). No awards have been granted under the 2009 Plan since the 2016 Plan was approved by stockholders in 2016, and the remaining 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, restricted stock and other forms of share-based incentives, including performance-based restricted stock units, stock appreciation rights and deferred stock rights. At the annual stockholders meeting on May 23, 2022, the Company’s stockholders 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 1,400,000 shares were available for future grants as of December 31, 2023.

Stock Options

On October 11, 2023, Mr. Stamatakis was granted an award of stock options to purchase 250,000 shares of common stock of the Company, with an exercise price of $5.36, the closing price of the Company's common stock as quoted on the New York Stock Exchange on the grant date (the "Options"). The Options were granted as an inducement for Mr. Stamatakis to accept the position of Interim President and CEO of Mistras and were therefore granted outside the 2016 Plan, as permitted by NYSE Rules. The Options can be exercised any time after the grant date until its expiration date, which is the earlier of 10 years from the grant date or one year following the date Mr. Stamatakis is no longer serving as an officer, director or in any other capacity of the Company. During the three months ended December 31, 2023, the Company recorded $0.8 million share-based compensation expenses related to the Options.

For each of the years ended December 31, 2022 and 2021, the Company did not recognize any share-based compensation expense related to stock option awards, as the one outstanding stock option award was already fully vested. No unrecognized compensation costs remained related to the stock option awards. In addition, there were no stock options exercised during the years ended December 31, 2023, 2022 and 2021.


	For the years ended December 31,
	2023			2022			2021
	Common Stock Options	Weighted Average Exercise Price		Common Stock Options	Weighted Average Exercise Price		Common Stock Options	Weighted Average Exercise Price
Outstanding at beginning of year:	—	$	—	5	$	22.35	5	$	22.35
Granted	250	$	5.36	—	$	—	—	$	—
Exercised	—	$	—	—	$	—	—	$	—
Expired or forfeited	—	$	—	(5)	$	22.35	—	$	—
Outstanding at end of year:	250	$	5.36	—	$	—	5	$	22.35

Stock Issuances to Non-Employee Directors

As part of its compensation program for non-employee directors, the Company makes semi-annual issuances of fully-vested common stock to its 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 (in thousands):


	For the year ended December 31,
	2023		2022		2021
Awards issued	133		70		51
Grant date fair value of awards issued	$	750	$	450	$	525

Restricted Stock Unit Awards

Restricted Stock Units generally vest ratably on each of the first four anniversary dates of issuance. The Company recognized approximately $4.9 million, $3.7 million and $3.5 million of share-based compensation for the years ended December 31, 2023, 2022 and 2021, respectively, related to restricted stock unit awards. As of December 31, 2023, there was approximately $6.9 million of unrecognized compensation costs, net of estimated forfeitures, related to restricted stock unit awards, which are expected to be recognized over a remaining weighted average period of 2.5 years. Upon vesting, restricted stock units are generally net share-settled to cover the required minimum 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 (in thousands):


	For the year ended December 31,
	2023		2022		2021
Awards issued	683		401		317
Grand date fair value of awards issued	$	4,269	$	2,524	$	3,434

A summary of the Company's outstanding, non-vested restricted share units is as follows (in thousands, except per share amounts and years):


	For the year ended December 31,
	2023			2022			2021
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	1,415	$	6.66	1,208	$	7.96	1,076	$	7.41
Granted	606	$	8.30	687	$	7.59	528	$	10.07
Released	(683)	$	6.25	(401)	$	6.63	(317)	$	10.77
Forfeited	(154)	$	8.00	(79)	$	14.23	(79)	$	8.82
Outstanding at end of period:	1,184	$	8.07	1,415	$	6.66	1,208	$	7.96

Performance Restricted Stock Units

The Company maintains Performance Restricted Stock Units ("PRSUs") that have been granted to select executives and senior officers whose ultimate payouts 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 of the Board of Directors 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.

(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 of the Board of Directors used different performance metrics for PRSUs approved in that year. The three metrics are:

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.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 presented as follows (in thousands, except per share amounts and years):


	For the year ended December 31,
	2023			2022			2021
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	371	$	9.96	388	$	10.07	333	$	8.84
Granted	282	$	8.50	341	$	6.55	189	$	12.59
Performance condition adjustments, net	(305)	$	8.34	(285)	$	7.71	(56)	$	9.27
Released	(204)	$	6.59	(73)	$	5.17	(78)	$	8.15
Forfeited	(84)	$	6.95	—	$	—	—	$	—
Outstanding at end of period:	60	$	9.33	371	$	9.96	388	$	10.07

For the year ended December 31, 2023, 282,000 PRSUs were granted. There was a 305,000 net unit reduction to these awards, which represents Company performance below target, during the year ended December 31, 2023.

For the year ended December 31, 2022, 341,000 PRSUs were granted. There was a 285,000 net unit reduction to these awards, which represents Company performance below target, during the year ended December 31, 2022.

For the year ended December 31, 2021, 189,000 PRSUs were granted. There was a 56,000 unit reduction to these awards, which represents Company performance against target, during the year ended December 31, 2021.

Compensation expense related to all PRSUs described above was $0.7 million, $1.2 million, and $1.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. At December 31, 2023, there was $0.2 million of total unrecognized compensation costs related to approximately 60,000 unvested performance restricted stock units. These costs are expected to be recognized over a weighted-average period of approximately 1.5 years.

For the years ended December 31, 2023, 2022 and 2021, the income tax benefit recognized on all share based compensation arrangements referenced above was approximately $0.8 million, $1.6 million, and $1.4 million, respectively.

Fair Value Measurements (Details) - Level 3 - Contingent Consideration - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationCalculationRollForward
Balance at the beginning of period	$ 937	$ 1,830
Acquisitions	0	0
Payments	(937)	(938)
Accretion of liability	0	0
Revaluation	0	45
Foreign currency translation	0	0
Balance at the end of the period	$ 0	$ 937

Revenue

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

The Company derives the majority of its revenue by providing services on a time and material basis that 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 an 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 (in thousands):


Year ended December 31, 2023	North America		International		Products		Corp/Elim		Total
Oil & Gas	$	379,221	$	36,615	$	159	$	—	$	415,995
Aerospace & Defense	56,000		20,711		286		—		76,997
Industrials	42,518		26,292		1,773		—		70,583
Power Generation and Transmission	23,598		6,609		3,767		—		33,974
Other Process Industries	33,035		14,456		112		—		47,603
Infrastructure, Research & Engineering	16,620		9,320		3,168		—		29,108
Petrochemical	13,216		1,216		—		—		14,432
Other	15,122		9,195		3,721		(11,257)		16,781
Total	$	579,330	$	124,414	$	12,986	$	(11,257)	$	705,473


Year ended December 31, 2022	North America		International		Products		Corp/Elim		Total
Oil & Gas	$	356,763	$	30,654	$	335	$	—	$	387,752
Aerospace & Defense	61,475		18,763		314		—		80,552
Industrials	38,197		23,703		2,083		—		63,983
Power Generation and Transmission	31,197		8,304		2,603		—		42,104
Other Process Industries	40,778		14,021		28		—		54,827
Infrastructure, Research & Engineering	15,283		7,946		3,994		—		27,223
Petrochemical	15,360		536		—		—		15,896
Other	14,283		8,498		3,370		(11,115)		15,036
Total	$	573,336	$	112,425	$	12,727	$	(11,115)	$	687,373


Year ended December 31, 2021	North America		International		Products		Corp/Elim		Total
Oil & Gas	$	330,880	$	35,232	$	808	$	—	$	366,920
Aerospace & Defense	51,593		16,513		286		—		68,392
Industrials	41,873		24,000		1,842		—		67,715
Power Generation and Transmission	39,966		9,927		2,853		—		52,746
Other Process Industries	38,742		12,593		64		—		51,399
Infrastructure, Research & Engineering	16,809		11,496		3,985		—		32,290
Petrochemical	19,378		227		—		—		19,605
Other	16,146		7,257		3,993		(9,332)		18,064
Total	$	555,387	$	117,245	$	13,831	$	(9,332)	$	677,131

Revenue per key geographic location was as follows (in thousands):


Year ended December 31, 2023	North America		International		Products		Corp/Elim		Total
United States	$	495,764	$	934	$	5,956	$	(2,372)	$	500,282
Other Americas	77,880		12,906		850		(4,697)		86,939
Europe	3,655		105,934		1,927		(3,381)		108,135
Asia-Pacific	2,031		4,640		4,253		(807)		10,117
Total	$	579,330	$	124,414	$	12,986	$	(11,257)	$	705,473


Year ended December 31, 2022	North America		International		Products		Corp/Elim		Total
United States	$	485,551	$	910	$	6,495	$	(3,083)	$	489,873
Other Americas	83,877		9,076		406		(4,105)		89,254
Europe	2,811		99,714		1,896		(3,502)		100,919
Asia-Pacific	1,097		2,725		3,930		(425)		7,327
Total	$	573,336	$	112,425	$	12,727	$	(11,115)	$	687,373


Year ended December 31, 2021	North America		International		Products		Corp/Elim		Total
United States	$	472,125	$	912	$	6,469	$	(4,284)	$	475,222
Other Americas	80,013		5,003		395		(1,768)		83,643
Europe	1,841		108,411		2,174		(2,812)		109,614
Asia-Pacific	1,408		2,919		4,793		(468)		8,652
Total	$	555,387	$	117,245	$	13,831	$	(9,332)	$	677,131

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 for 2023 and 2022, that was included in the contract liability balance at the beginning of the year was $6.3 million and $4.7 million, respectively. Changes in the contract asset and liability balances during the years ended December 31, 2023 and 2022, were not impacted by any other factors. The Company applies the practical expedient to expense incremental costs incurred related 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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Income Taxes - Narrative (Details) - USD ($)	3 Months Ended												12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Increase in income tax benefits are result of CARES Act																$ 1,900,000
Cash refunds of taxes paid in prior years as result of CARES Act															$ 4,900,000
Deferred tax assets valuation allowance	$ 6,029,000				$ 7,787,000								$ 6,029,000	$ 7,787,000
Net decrease in valuation allowance													1,800,000
Unrecognized tax benefits	258,000				258,000				$ 300,000				258,000	258,000	300,000
Unrecognized tax benefits that would favorably affect the effective tax rate, if recognized	300,000				300,000								300,000	300,000
Expected decrease in unrecognized tax benefits within the next 12 months	100,000												100,000
Net income (loss) of foreign subsidiaries	(2,514,000)	$ (10,298,000)	$ 337,000	$ (4,986,000)	$ 2,842,000	$ 4,373,000	$ 4,643,000	$ (5,363,000)	$ (94,000)	$ 3,380,000	$ 5,937,000	$ (5,362,000)	(17,453,000)	$ 6,499,000	$ 3,860,000
Recognized a deferred tax liability on undistributed international earnings (losses) of foreign subsidiaries	0												0
Unrecorded deferred tax liability related to undistributed international earnings	1,500,000												1,500,000
Federal
Operating Loss Carryforwards [Line Items]
Net operating losses	0												0
State
Operating Loss Carryforwards [Line Items]
Net operating losses	10,400,000												10,400,000
Net operating losses expiring from 2023 to 2040	4,600,000												4,600,000
Foreign
Operating Loss Carryforwards [Line Items]
Net operating losses	15,000,000												15,000,000
Net operating losses expiring from 2023 to 2040	$ 2,800,000												$ 2,800,000

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued salaries, wages and related employee benefits	$ 27,372	$ 26,684
Contingent consideration	0	937
Accrued workers' compensation and health benefits	4,385	3,660
Deferred revenue	7,136	7,521
Right-of-use liability - Operating	10,686	10,376
Pension accrual	2,458	2,519
Other accrued expenses	32,294	26,147
Total accrued expenses and other current liabilities	$ 84,331	$ 77,844

Long-Term Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Long-Term Debt

Long-term debt consisted of the following (in thousands):


	December 31,
	2023		2022
Senior credit facility	$	71,150	$	65,250
Senior secured term loan, net of unamortized debt issuance costs of $0.4 million and $0.5 million	115,253		121,399

Other	3,996		4,602
Total debt	190,399		191,251
Less: Current portion	(8,900)		(7,425)
Long-term debt, net of current portion	$	181,499	$	183,826

Senior Credit Facility

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

On August 1, 2022, the Company entered into a new credit agreement (the “New Credit Agreement”) which replaced the prior Credit Agreement and provides the Company with a $190 million, 5-year committed revolving credit facility and a $125 million term loan with a balance of $115.3 million as of December 31, 2023. The New Credit Agreement permits the Company to borrow up to $100 million in non-US dollar currencies and to use up to $20 million of the credit limit for the issuance of letters of credit. Both the revolving line of credit and the term loan under the New Credit Agreement have a maturity date of July 30, 2027.

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

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

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

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

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

•As of December 31, 2023, the Fixed Charge Coverage Ratio was modified from a ratio of 1.25 to 1.0 to a ratio of 1.1 to 1.0 for the duration of the New Credit Agreement, as defined in the New Credit Agreement. Refer to Note 21 - Subsequent Events for further information.

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

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

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

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

As of December 31, 2023, the Company had borrowings of $186.4 million and a total of $2.9 million of letters of credit outstanding under the New Credit Agreement. The Company has capitalized costs associated with debt modifications of $1.2 million as of December 31, 2023, which is included in Other assets on the Consolidated Balance Sheet and will be amortized into interest expense over the remaining term of the Credit Agreement through July 30, 2027.

As of December 31, 2023, the Company was in compliance with the terms of the New Credit Agreement. The Company continuously monitors compliance with the covenants contained in the New Credit Agreement. The Company believes that it is probable that the Company will be able to comply with the financial covenants in the New Credit Agreement and that sufficient credit remains available under the New Credit Agreement to meet the Company's liquidity needs. However, such matters cannot be predicted with certainty.

Other Debt

The Company's other debt includes bank financing provided at the local subsidiary level used to support working capital requirements and fund capital expenditures. At December 31, 2023, there was an aggregate of approximately $4.0 million

outstanding, payable at various times through 2030. Monthly payments range from $1 thousand to $19 thousand and interest rates range from 0.4% to 3.5%.

Scheduled principal payments due under all borrowing agreements in each of the five years and thereafter subsequent to December 31, 2023 are as follows (in thousands):


2024	$	9,208
2025	11,968
2026	12,875
2027	155,524
2028	824
Thereafter	—
Total	$	190,399

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions The Company leases its headquarters under an operating lease from a stockholder and director of the Company. On August 1, 2014, the Company extended its lease at its headquarters requiring monthly payments through October 2024. Total rent payments made during the year ended December 31, 2023 were approximately $1.0 million. See Note 17-Leases for further detail. The Company receives benefits consulting services from Capital Management Enterprise (“CME”). Manuel N. Stamatakis, Chairman of our Board of Directors and our interim President and Chief Executive Officer, is the Chief Executive Officer of CME. The Company does not pay any fees to CME and any compensation CME receives related to work for the Company is received by commissions paid by the third-party benefit providers.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Supplemental Balance Sheet Information

The Company’s Consolidated Balance Sheets include the following related to operating leases as of December 31, 2023 and 2022 (in thousands):


Leases	Classification	2023		2022
Assets:
ROU assets	Other Assets	$	37,512	$	36,946

Liabilities:
ROU liability - current	Accrued expenses and other current liabilities	$	10,686	$	10,376
ROU liability - long-term	Other long-term liabilities	28,219		28,066
Total ROU liabilities		$	38,905	$	38,442

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

The components of lease costs for the year ended December 31, 2023 and 2022 are as follows (in thousands):


	Classification	2023		2022
Finance lease expense:
Amortization of ROU assets	Depreciation and amortization	$	5,152	$	4,068
Interest on lease liabilities	Interest expense	917		624
Operating lease expense	Cost of revenue; Selling, general & administrative expenses	13,234		12,783
Short-term lease expense	Cost of revenue; Selling, general & administrative expenses	179		77
Variable lease expense	Cost of revenue; Selling, general & administrative expenses	2,034		2,141
Total		$	21,516	$	19,693

Additional information related to leases as of December 31, 2023 and 2022 is as follows:


	2023			2022
Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases (in thousands):
Finance - financing cash flows	$	5,047		$	4,140
Finance - operating cash flows	917			624
Operating - operating cash flows	13,208			12,502
ROU assets obtained in the exchange for lease liabilities:
Finance leases	$	7,125		$	5,076
Operating leases	10,598			6,067
Weighted-average remaining lease term (in years):
Finance leases	4.7			5.1
Operating leases	4.4			4.7
Weighted-average discount rate:
Finance leases	6.5		%	5.5		%
Operating leases	6.1		%	5.6		%

Schedule of Maturities of Operating Lease Liabilities

Maturities of lease liabilities as of December 31, 2023 is as follows (in thousands):


	Finance		Operating
2024	$	5,955	$	12,485
2025	4,520		9,978
2026	3,787		7,426
2027	2,832		5,851
2028	1,168		4,230
Thereafter	128		3,914
Total	18,390		43,884
Less: Present value discount	1,970		4,979
Lease liability	$	16,420	$	38,905

Schedule of Maturities of Finance Lease Liabilities

Maturities of lease liabilities as of December 31, 2023 is as follows (in thousands):


	Finance		Operating
2024	$	5,955	$	12,485
2025	4,520		9,978
2026	3,787		7,426
2027	2,832		5,851
2028	1,168		4,230
Thereafter	128		3,914
Total	18,390		43,884
Less: Present value discount	1,970		4,979
Lease liability	$	16,420	$	38,905

Intangible Assets - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Amortization of expense of intangible assets	$ 8.5	$ 9.1	$ 9.7
Software/Technology
Finite-Lived Intangible Assets [Line Items]
Amortization of expense of intangible assets	$ 2.9	$ 2.9	$ 3.0

Goodwill

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The changes in the carrying amount of goodwill by segment is shown below (in thousands):


	North America		International		Products and Systems		Total





Balance at December 31, 2021	$	190,656	$	14,783	$	—	$	205,439


Foreign currency translation	(4,946)		(858)		—		(5,804)
Balance at December 31, 2022	$	185,710	$	13,925	$	—	$	199,635
Impairment charges	—		(13,799)		—		(13,799)

Foreign currency translation	1,644		(126)		—		1,518
Balance at December 31, 2023	$	187,354	$	—	$	—	$	187,354

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 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 Company's 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 Company's internally developed forecasts and which are updated for recent events. Increased interest rates in the current period increased the discount rate associated with the reporting units which contributed to 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 year ended December 31, 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.

The Company's cumulative goodwill impairment as of December 31, 2023 was $114.0 million, of which $57.2 million related to the North America segment, $43.6 million related to the International segment and $13.2 million related to the Products and Systems segment.

Share-Based Compensation - Performance Restricted Stock Units Activity (Details) - PRSUs - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding at beginning of period: (in shares)	371	388	333
Granted (in shares)	282	341	189
Performance condition adjustments, net (in shares)	(305)	(285)	(56)
Released (in shares)	(204)	(73)	(78)
Forfeited (in shares)	(84)	0	0
Outstanding at end of period: (in shares)	60	371	388
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Outstanding at beginning of period: (in dollars per share)	$ 9.33	$ 9.96	$ 10.07	$ 8.84
Granted (in dollars per share)	8.50	6.55	12.59
Performance condition adjustments, net (in dollars per share)	8.34	7.71	9.27
Released (in dollars per share)	6.59	5.17	8.15
Forfeited (in dollars per share)	6.95	0	0
Outstanding at end of period: (in dollars per share)	$ 9.33	$ 9.96	$ 10.07	$ 8.84

Property, Plant and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 319,756	$ 296,668
Accumulated depreciation and amortization	(238,784)	(219,107)
Property, plant and equipment, net	80,972	77,561
Depreciation expense	25,600	24,100	$ 25,200
Land
Property, Plant and Equipment, net
Property, plant and equipment, gross	2,453	2,529
Building and improvements
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 26,663	24,800
Building and improvements \| Minimum
Property, Plant and Equipment, net
Useful Life	30 years
Building and improvements \| Maximum
Property, Plant and Equipment, net
Useful Life	40 years
Office furniture and equipment
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 21,334	18,057
Office furniture and equipment \| Minimum
Property, Plant and Equipment, net
Useful Life	5 years
Office furniture and equipment \| Maximum
Property, Plant and Equipment, net
Useful Life	8 years
Machinery and equipment
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 269,306	$ 251,282
Machinery and equipment \| Minimum
Property, Plant and Equipment, net
Useful Life	5 years
Machinery and equipment \| Maximum
Property, Plant and Equipment, net
Useful Life	7 years

Share-Based Compensation - Long-term Incentive Plans (Details)		12 Months Ended
	May 19, 2020 shares	Dec. 31, 2023 plan shares	Dec. 31, 2022 shares	May 23, 2022 shares	Dec. 31, 2021 shares	Dec. 31, 2020 shares
Share-based compensation
Number of employee stock ownership plans \| plan		2
Stock options outstanding (in shares)		250,000	0		5,000	5,000
2009 Plan
Share-based compensation
Number of awards authorized for grants (in shares)		0
2016 Plan
Share-based compensation
Number of awards authorized for grants (in shares)				4,900,000
Increase in number of shares authorized for grant (in shares)	1,200,000
Number of awards available for future grants (in shares)		1,400,000

- 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

Income Taxes - Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current
Federal	$ 1,372	$ (644)	$ (182)
States and local	705	464	246
Foreign	2,063	3,251	3,641
Reserve for uncertain tax positions	16	136	(186)
Total current provision (benefit)	4,156	3,207	3,519
Deferred
Federal	(2,005)	(435)	(309)
States and local	(122)	242	(138)
Foreign	(1,439)	(1,614)	(1,884)
Reserve for uncertain tax positions	0	0	155
Total deferred benefit	(3,566)	(1,807)	(2,176)
Change in valuation allowance	(1,810)	1,320	2,052
Net deferred benefit	(5,376)	(487)	(124)
Total provision (benefit) for income taxes	$ (1,220)	$ 2,720	$ 3,395

Inventories (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consist of the following (in thousands):


	December 31,
	2023		2022
Raw materials	$	6,099	$	5,351
Work in progress	839		336
Finished goods	5,740		5,475
Consumable supplies	2,605		2,394
Inventories	$	15,283	$	13,556

Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended
	Dec. 31, 2019	Dec. 31, 2023	Dec. 31, 2022
Receivables [Abstract]
Unbilled revenues		$ 18,500	$ 13,500
Concentration Risk [Line Items]
Accounts receivable, net		$ 132,847	$ 123,657
Texas Customer
Concentration Risk [Line Items]
Accounts receivable, net	$ 1,400
Verbal demand for damages	$ 1,400

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2023
Retirement Benefits [Abstract]
Employee Benefit Plans	Employee Benefit Plans The Company provides a 401(k) savings plan for eligible U.S. based employees. Employee contributions are discretionary up to the IRS limits each year and catch up contributions are allowed for employees 50 years of age or older. Under the 401(k) plan, employees become eligible to participate on the first day of the month after three months of continuous service. Under this plan, the Company matches 50% of the employee’s contributions up to 6% of the employee’s annual compensation, as defined by the plan. There is a five-year vesting schedule for the Company match. During the third quarter of 2021, the Company re-installed the employer match which was previously suspended as part of the Company's cost reduction initiatives undertaken in 2020 due to the COVID-19 pandemic. The Company’s contribution to the plan was $3.9 million, $3.0 million, and $1.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company's subsidiary participated with other employers in contributing to the Boilermaker-Blacksmith National Pension Trust (EIN 48-6168020) (“Boilermakers”) and Plumbers and Pipefitters National Pension Fund (EIN 52-6152779) (“Pipefitters”), multi-employer defined benefit pension plans, which cover certain U.S. based union employees. The plans provide pension benefits with contribution rates that are collectively bargained between participating employers and their affiliated Boilermakers and Pipefitters local unions. Both the Boilermakers and Pipefitters plans are approximately 80 percent funded as of the latest Form 5500 filed, respectively. The Company did not make any contributions to the Boilermakers plan during the years ended December 31, 2023 and 2022 while making de minimis contributions to the Pipefitters plan during the same periods. See Note 18-Commitments and Contingencies, Pension Related Contingencies, for additional detail. The Company has other benefit plans covering certain employees throughout the Company. Amounts charged to expense under these plans were not significant in any year.

Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finance
2024	$ 5,955
2025	4,520
2026	3,787
2027	2,832
2028	1,168
Thereafter	128
Total	18,390
Less: Present value discount	1,970
Lease liability	16,420
Operating
2024	12,485
2025	9,978
2026	7,426
2027	5,851
2028	4,230
Thereafter	3,914
Total	43,884
Less: Present value discount	4,979
Lease liability	$ 38,905	$ 38,442

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 17,646	$ 20,488
Accounts receivable, net	132,847	123,657
Inventories	15,283	13,556
Prepaid expenses and other current assets	14,580	10,181
Total current assets	180,356	167,882
Property, plant and equipment, net	80,972	77,561
Intangible assets, net	43,994	49,015
Goodwill	187,354	199,635
Deferred income taxes	2,316	779
Other assets	39,784	40,032
Total assets	534,776	534,904
Current Liabilities
Accounts payable	17,032	12,532
Accrued expenses and other current liabilities	84,331	77,844
Current portion of long-term debt	8,900	7,425
Current portion of finance lease obligations	5,159	4,201
Income taxes payable	1,101	1,726
Total current liabilities	116,523	103,728
Long-term debt, net of current portion	181,499	183,826
Obligations under finance leases, net of current portion	11,261	10,045
Deferred income taxes	2,552	6,283
Other long-term liabilities	32,438	32,273
Total Liabilities	344,273	336,155
Commitments and contingencies
Equity
Preferred stock, 10,000,000 shares authorized	0	0
Common stock, $0.01 par value, 200,000,000 shares authorized, 30,597,633 and 29,895,487 shares issued	305	298
Additional paid-in capital	247,165	243,031
Accumulated Deficit	(28,942)	(11,489)
Accumulated other comprehensive loss	(28,336)	(33,390)
Total Mistras Group, Inc. stockholders’ equity	190,192	198,450
Non-controlling interests	311	299
Total Equity	190,503	198,749
Total Liabilities and Equity	$ 534,776	$ 534,904

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Mar. 06, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
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, par value $.01 par value
Trading Symbol	MG
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 158.4
Entity Common Stock, Shares Outstanding		30,634,785
Documents Incorporated by Reference	Information required by Part III (Items 10, 11, 12, 13 and 14) is incorporated by reference to portions of the registrant’s definitive proxy statement for its 2024 annual meeting of stockholders (the “Proxy Statement”), which is expected to be filed not later than 120 days after the registrant’s fiscal year ended December 31, 2023. Except as expressly incorporated by reference, the Proxy Statement shall not be deemed to be a part of this report on Form 10-K.
Entity Central Index Key	0001436126
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Acquisition-related Expenses

These amounts are recorded as acquisition-related expense, net, on the Consolidated Statements of Income (Loss) and were as follows for the years ended December 31, 2023, 2022 and 2021 (in thousands):


	For the year ended December 31,
	2023		2022		2021
Due diligence, professional fees and other transaction costs	$	9	$	31	$	5
Adjustments to fair value of contingent consideration liabilities	—		45		1,128
Acquisition-related expense, net	$	9	$	76	$	1,133

Employee Benefit Plans (Details)	12 Months Ended
Employee Benefit Plans (Details)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Multiemployer Plans [Line Items]
Minimum age for employees to contribute catch up contributions under IRS limits	50 years
Continuous service period required for eligibility of employees to participate under the plan	3 months
Maximum company match amount of employee contributions matched up to 6% of annual compensation (as a percent)	50.00%
Maximum percentage of employee's annual compensation for which the company contributes a matching contribution (as a percent)	6.00%
Vesting period for employer matching contribution	5 years
Contribution under 401(k) savings plan	$ 3,900,000	$ 3,000,000	$ 1,200,000
Multiemployer Plans, Pension \| Boilermakers and Pipefitters Plans
Multiemployer Plans [Line Items]
Contributions to multi-employer defined benefit plan	$ 0	$ 0
Multiemployer Plans, Pension \| Boilermakers and Pipefitters Plans \| Minimum
Multiemployer Plans [Line Items]
Multiemployer plan funded status percentage	0.80

Inventories

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Inventories

Inventories consist of the following (in thousands):


	December 31,
	2023		2022
Raw materials	$	6,099	$	5,351
Work in progress	839		336
Finished goods	5,740		5,475
Consumable supplies	2,605		2,394
Inventories	$	15,283	$	13,556

Earnings per Share - Potential Common Shares Excluded From Computation of Diluted Earnings (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common shares excluded from computation of diluted earnings per share (in shares)	547,000	1,006,000	114,000
RSUs/PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common shares excluded from computation of diluted earnings per share (in shares)	547,000	1,005,000	109,000
Potential common shares excluded from computation of diluted earnings per share due to net loss for the period (in shares)	1,014,527,000
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common shares excluded from computation of diluted earnings per share (in shares)	0	1,000	5,000
Potential common shares excluded from computation of diluted earnings per share due to net loss for the period (in shares)	250,000

Selected Quarterly Financial Information (unaudited)

12 Months Ended

Dec. 31, 2023

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Information (unaudited)

The following is a summary of the quarterly results of operations for calendar years 2023, 2022, and 2021 (in thousands).


Quarter ended	December 31, 2023		September 30, 2023		June 30, 2023		March 31, 2023
Revenue	$	182,073	$	179,354	$	176,030	$	168,016
Gross Profit	53,627		54,382		49,722		46,077
Income (loss) from operations	706		(4,682)		3,893		(1,830)
Net income (loss) attributable to Mistras Group, Inc.	$	(2,514)	$	(10,298)	$	337	$	(4,986)
Earnings (loss) per common share:
Basic	$	(0.08)	$	(0.34)	$	0.01	$	(0.17)
Diluted	$	(0.08)	$	(0.34)	$	0.01	$	(0.17)


Quarter ended	December 31, 2022		September 30, 2022		June 30, 2022		March 31, 2022
Revenue	$	168,218	$	178,462	$	179,031	$	161,662
Gross Profit	50,939		53,784		53,558		39,892
Income (loss) from operations	5,802		9,114		9,576		(4,698)
Net income (loss) attributable to Mistras Group, Inc.	$	2,842	$	4,373	$	4,643	$	(5,363)
Earnings (loss) per common share:
Basic	$	0.09	$	0.15	$	0.15	$	(0.18)
Diluted	$	0.09	$	0.14	$	0.15	$	(0.18)


Quarter ended	December 31, 2021		September 30, 2021		June 30, 2021		March 31, 2021
Revenue	$	171,163	$	174,556	$	177,677	$	153,735
Gross Profit	49,594		52,216		55,336		40,001
Income (loss) from operations	2,306		9,236		11,374		(4,746)
Net income (loss) attributable to Mistras Group, Inc.	$	(94)	$	3,380	$	5,937	$	(5,362)
Earnings (loss) per common share:
Basic	$	—	$	0.11	$	0.20	$	(0.18)
Diluted	$	—	$	0.11	$	0.20	$	(0.18)

Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred income tax assets
Allowance for doubtful accounts	$ 298	$ 826
Inventory	1,201	806
Intangible assets	1,036	1,178
Accrued expenses	4,085	4,365
Net operating loss carryforward	5,329	4,985
Finance lease obligations	275	463
Stock Options	187	0
Deferred stock based compensation	723	1,152
Interest carryforward	4,174	1,501
Right-of-use liability	8,984	9,886
R&D Expense	5,091	2,836
Credits	87	490
Other	1,694	1,495
Deferred income tax assets	33,164	29,983
Valuation allowance	(6,029)	(7,787)
Net deferred income tax assets	27,135	22,196
Deferred income tax liabilities
Property and equipment	(6,472)	(6,493)
Goodwill	(9,132)	(7,645)
Intangible assets	(2,822)	(3,601)
Right-of-use asset	(8,944)	(9,841)
Other	(2)	(122)
Deferred income tax liabilities	(27,372)	(27,702)
Net deferred income taxes	$ (237)	$ (5,506)

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, 2020			29,234
Beginning Balance at Dec. 31, 2020	$ 197,219	$ 197,021	$ 292	$ 234,638	$ (21,848)	$ (16,061)	$ 198
Increase (Decrease) in Stockholders' Equity
Net income (loss)	3,893	3,860			3,860		33
Other comprehensive income, net of tax	(4,252)	(4,250)				(4,250)	(2)
Share-based compensation	5,421	5,421		5,421
Net settlement on vesting of restricted stock units (in shares)			312
Net settlement on vesting of restricted stock units	(1,369)	(1,369)	$ 3	(1,372)
Ending Balance (in shares) at Dec. 31, 2021			29,546
Ending 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)	6,574	6,499			6,499		75
Other comprehensive income, net of tax	(13,084)	(13,079)				(13,079)	(5)
Share-based compensation	5,335	5,335		5,335
Net settlement on vesting of restricted stock units (in shares)			349
Net settlement on vesting of restricted stock units	(988)	(988)	$ 3	(991)
Ending Balance (in shares) at Dec. 31, 2022			29,895
Ending 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)	(17,445)	(17,453)			(17,453)		8
Other comprehensive income, net of tax	5,058	5,054				5,054	4
Share-based compensation	5,712	5,712		5,712
Net settlement on vesting of restricted stock units (in shares)			703
Net settlement on vesting of restricted stock units	(1,571)	(1,571)	$ 7	(1,578)
Ending Balance (in shares) at Dec. 31, 2023			30,598
Ending Balance at Dec. 31, 2023	$ 190,503	$ 190,192	$ 305	$ 247,165	$ (28,942)	$ (28,336)	$ 311

- Definition

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

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+ Details

- Definition

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

+ References

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+ Details

Accounts Receivable

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Accounts Receivable

Accounts receivable consist of the following (in thousands):


	December 31,
	2023		2022
Trade accounts receivable	$	134,495	$	127,767
Allowance for credit losses	(1,648)		(4,110)
Accounts receivable, net	$	132,847	$	123,657

The Company had $18.5 million and $13.5 million of unbilled revenues accrued as of December 31, 2023 and December 31, 2022, respectively, which is included within the trade accounts receivable balance 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 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 18-Commitments and Contingencies for additional details.

Segment Disclosure

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Disclosure

The Company’s three operating segments are:

•North America. This segment provides asset protection solutions 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-Summary of Significant Accounting Policies and Practices. 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):


	For the year ended December 31,
	2023		2022		2021
Revenue
North America	$	579,330	$	573,336	$	555,387
International	124,414		112,425		117,245
Products and Systems	12,986		12,727		13,831
Corporate and eliminations	(11,257)		(11,115)		(9,332)
	$	705,473	$	687,373	$	677,131


	For the year ended December 31,
	2023		2022		2021
Gross profit
North America	$	163,960	$	159,049	$	155,384
International	33,610		33,591		34,282
Products and Systems	6,457		5,490		7,001
Corporate and eliminations	(220)		43		480
	$	203,807	$	198,173	$	197,147

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


	For the year ended December 31,
	2023		2022		2021
Income (loss) from operations
North America	$	55,170	$	49,616	$	48,458
International	(12,229)		3,566		1,839
Products and Systems	267		(992)		(117)
Corporate and eliminations	(45,112)		(32,391)		(32,010)
	$	(1,904)	$	19,799	$	18,170


	For the year ended December 31,
	2023		2022		2021
Depreciation and amortization
North America	$	25,774	$	25,103	$	25,259
International	7,580		7,648		8,791
Products and Systems	712		810		928
Corporate and eliminations	33		(267)		(57)
	$	34,099	$	33,294	$	34,921


	December 31,
	2023		2022
Intangible assets, net
North America	$	37,622	$	43,260
International	2,998		4,422
Products and Systems	1,168		1,208
Corporate and eliminations	2,206		125
	$	43,994	$	49,015


	December 31,
	2023		2022
Total assets
North America	$	402,782	$	407,779
International	99,398		104,531
Products and Systems	13,259		12,408
Corporate and eliminations	19,337		10,186
	$	534,776	$	534,904


	December 31,
	2023		2022
Long-lived assets
United States	$	177,412	$	176,237
Other Americas	107,356		108,582
Europe	27,552		41,392
	$	312,320	$	326,211

Refer to Note 2-Revenue, for revenue by segment and by geographic area for the years ended December 31, 2023, 2022, and 2021.

- Definition

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

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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

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

+ Details

Share-Based Compensation - Stock Options Narrative (Details) - USD ($)		3 Months Ended	12 Months Ended
	Oct. 11, 2023	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based compensation
Outstanding stock option award fully vested (in shares)			1	1	1
Stock options granted (in shares)			250,000	0	0
Granted (in dollars per share)			$ 5.36	$ 0	$ 0
Chief Executive Officer
Share-based compensation
Stock options granted (in shares)			250,000
Granted (in dollars per share)			$ 5.36
Stock Options
Share-based compensation
Recognized share-based compensation expense			$ 0	$ 0	$ 0
Unrecognized compensation costs remained related to stock option awards		$ 0	$ 0
Stock Options \| Chief Executive Officer
Share-based compensation
Recognized share-based compensation expense		$ 800,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period	10 years
Share-Based Compensation Arrangement By Share-Based Payment Award, Expiration Period Following Date No Longer Serving As Officer	1 year

Intangible Assets - Expected Amortization Expense (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 9,054
2025	6,829
2026	6,120
2027	4,752
2028	4,620
Thereafter	12,619
Net Carrying Amount	$ 43,994

Segment Disclosure (Tables)

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Schedule of 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):


	For the year ended December 31,
	2023		2022		2021
Revenue
North America	$	579,330	$	573,336	$	555,387
International	124,414		112,425		117,245
Products and Systems	12,986		12,727		13,831
Corporate and eliminations	(11,257)		(11,115)		(9,332)
	$	705,473	$	687,373	$	677,131


	For the year ended December 31,
	2023		2022		2021
Gross profit
North America	$	163,960	$	159,049	$	155,384
International	33,610		33,591		34,282
Products and Systems	6,457		5,490		7,001
Corporate and eliminations	(220)		43		480
	$	203,807	$	198,173	$	197,147

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


	For the year ended December 31,
	2023		2022		2021
Income (loss) from operations
North America	$	55,170	$	49,616	$	48,458
International	(12,229)		3,566		1,839
Products and Systems	267		(992)		(117)
Corporate and eliminations	(45,112)		(32,391)		(32,010)
	$	(1,904)	$	19,799	$	18,170


	For the year ended December 31,
	2023		2022		2021
Depreciation and amortization
North America	$	25,774	$	25,103	$	25,259
International	7,580		7,648		8,791
Products and Systems	712		810		928
Corporate and eliminations	33		(267)		(57)
	$	34,099	$	33,294	$	34,921


	December 31,
	2023		2022
Intangible assets, net
North America	$	37,622	$	43,260
International	2,998		4,422
Products and Systems	1,168		1,208
Corporate and eliminations	2,206		125
	$	43,994	$	49,015


	December 31,
	2023		2022
Total assets
North America	$	402,782	$	407,779
International	99,398		104,531
Products and Systems	13,259		12,408
Corporate and eliminations	19,337		10,186
	$	534,776	$	534,904

Schedule of Long-lived Assets by Geographic Area


	December 31,
	2023		2022
Long-lived assets
United States	$	177,412	$	176,237
Other Americas	107,356		108,582
Europe	27,552		41,392
	$	312,320	$	326,211

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On February 27, 2024, the Company entered into the First Amendment (the “Amendment”) to its New Credit Agreement, dated August 1, 2022, with JPMorgan Chase Bank N.A., as administrative agent for the lenders and a lender and the other lenders under the New Credit Agreement. The First Amendment was filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on March 1, 2024. The Amendment increases the amount of non-recurring cash charges (as defined in the New Credit Agreement) allowed to be added back for any period of four consecutive quarters for purposes of defining EBITDA under Section 1.01 of the New Credit Agreement from $10 million to $15 million for the periods ended December 31, 2023 to December 31, 2024. The allowable non-recurring cash charge addback reverts to $10 million starting January 1, 2025. Additionally, the minimum Consolidated Fixed Charge Coverage Ratio was reduced from 1.25 to 1, to 1.10 to 1, for the fiscal quarters ended December 31, 2023 and March 31, 2024. For the period ending June 30, 2024 to maturity, the Fixed Charge Coverage Ratio is 1.25 to 1 as stated in the New Credit Agreement.

Fair Value Measurements

12 Months Ended

Dec. 31, 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. The three levels of the hierarchy are defined as follows:

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 — Observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data.

Level 3 — Unobservable inputs reflecting the Company’s own assumptions about inputs that market participants would use in pricing the asset or liability based on the best information available.

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 (in thousands):


	December 31,
	2023		2022
Balance at the beginning of the period:	$	937	$	1,830
Acquisitions	—		—
Payments	(937)		(938)
Accretion of liability	—		—
Revaluation	—		45
Foreign currency translation	—		—
Balance at the end of the period:	$	—	$	937

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

Selected Quarterly Financial Information (unaudited) (Tables)

12 Months Ended

Dec. 31, 2023

Quarterly Financial Information Disclosure [Abstract]

Schedule of Selected Quarterly Results of Operations

The following is a summary of the quarterly results of operations for calendar years 2023, 2022, and 2021 (in thousands).


Quarter ended	December 31, 2023		September 30, 2023		June 30, 2023		March 31, 2023
Revenue	$	182,073	$	179,354	$	176,030	$	168,016
Gross Profit	53,627		54,382		49,722		46,077
Income (loss) from operations	706		(4,682)		3,893		(1,830)
Net income (loss) attributable to Mistras Group, Inc.	$	(2,514)	$	(10,298)	$	337	$	(4,986)
Earnings (loss) per common share:
Basic	$	(0.08)	$	(0.34)	$	0.01	$	(0.17)
Diluted	$	(0.08)	$	(0.34)	$	0.01	$	(0.17)


Quarter ended	December 31, 2022		September 30, 2022		June 30, 2022		March 31, 2022
Revenue	$	168,218	$	178,462	$	179,031	$	161,662
Gross Profit	50,939		53,784		53,558		39,892
Income (loss) from operations	5,802		9,114		9,576		(4,698)
Net income (loss) attributable to Mistras Group, Inc.	$	2,842	$	4,373	$	4,643	$	(5,363)
Earnings (loss) per common share:
Basic	$	0.09	$	0.15	$	0.15	$	(0.18)
Diluted	$	0.09	$	0.14	$	0.15	$	(0.18)


Quarter ended	December 31, 2021		September 30, 2021		June 30, 2021		March 31, 2021
Revenue	$	171,163	$	174,556	$	177,677	$	153,735
Gross Profit	49,594		52,216		55,336		40,001
Income (loss) from operations	2,306		9,236		11,374		(4,746)
Net income (loss) attributable to Mistras Group, Inc.	$	(94)	$	3,380	$	5,937	$	(5,362)
Earnings (loss) per common share:
Basic	$	—	$	0.11	$	0.20	$	(0.18)
Diluted	$	—	$	0.11	$	0.20	$	(0.18)

Revenue - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 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	$ 6.3	$ 4.7
Revenue, practical expedient, incremental cost of obtaining a contract, maximum period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction period	1 year

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended												12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net income (loss) attributable to Mistras Group, Inc.	$ (2,514)	$ (10,298)	$ 337	$ (4,986)	$ 2,842	$ 4,373	$ 4,643	$ (5,363)	$ (94)	$ 3,380	$ 5,937	$ (5,362)	$ (17,453)	$ 6,499	$ 3,860

- Definition

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

+ References

+ Details

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	December 31,
	2023		2022
Accrued salaries, wages and related employee benefits	$	27,372	$	26,684
Contingent consideration	—		937
Accrued workers' compensation and health benefits	4,385		3,660
Deferred revenue	7,136		7,521

Right-of-use liability - Operating	10,686		10,376
Pension accrual	2,458		2,519
Other accrued expenses	32,294		26,147
Total accrued expenses and other current liabilities	$	84,331	$	77,844

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 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

Summary of Significant Accounting Policies and Practices (Details) $ in Thousands	1 Months Ended	3 Months Ended	12 Months Ended
	Jul. 31, 2020	Dec. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Concentration Risk [Line Items]
Number of operating segments \| segment			3
Impairment of goodwill		$ 13,800	$ 13,799	$ 0	$ 0
Assets of VIE		534,776	534,776	534,904
Foreign currency gains (losses)			1,300	(200)	400
Minimum amount of excess self-insurance claims paid to reduce exposure			300
Variable Interest Entity, Primary Beneficiary
Concentration Risk [Line Items]
Assets of VIE		$ 0	0
Revenues			3,000
Limited Partnership \| Variable Interest Entity, Primary Beneficiary
Concentration Risk [Line Items]
Limited partnership ownership interest percentage	49.00%
General partnership ownership interest percentage	49.00%
Selling, General and Administrative Expenses
Concentration Risk [Line Items]
Advertising expense			$ 1,400	$ 2,000	$ 1,000
Software/Technology
Concentration Risk [Line Items]
Estimated useful life of internal-use software		3 years	3 years

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Gross Amount and Accumulated Amortization of Intangible Assets

The gross carrying amount and accumulated amortization of intangible assets were as follows (in thousands):


		December 31,
		2023						2022
	Useful Life (Years)	Gross Amount		Accumulated Amortization		Net Carrying Amount			Gross Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	5-18	$	110,780	$	(90,506)	$	20,274		$	109,683	$	(84,130)	$	25,553
Software/Technology	3-15	55,053		(32,230)		22,823			51,028		(28,669)		22,359
Covenants not to compete	2-5	12,536		(12,488)		48			12,488		(12,416)		72
Other	2-12	10,466		(9,617)		849			10,389		(9,358)		1,031
Total		$	188,835	$	(144,841)	$	43,994		$	183,588	$	(134,573)	$	49,015

Schedule of Expected Amortization Expense of Intangible Assets

Amortization expense in each of the five years and thereafter subsequent to December 31, 2023 related to the Company’s intangible assets is expected to be as follows (in thousands):


	Expected Amortization Expense
2024	$	9,054
2025	6,829
2026	6,120
2027	4,752
2028	4,620
Thereafter	12,619
Total	$	43,994

Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total debt	$ 190,399	$ 191,251
Less: Current portion	(8,900)	(7,425)
Long-term debt, net of current portion	181,499	183,826
Senior credit facility
Debt Instrument [Line Items]
Total debt	71,150	65,250
Senior credit facility \| Senior Secured Term Loan
Debt Instrument [Line Items]
Unamortized debt issuance costs	400	500
Total debt	115,253	121,399
Other
Debt Instrument [Line Items]
Total debt	$ 3,996	$ 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

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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

Share-Based Compensation - Performance Restricted Stock Units Narrative (Details) shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) metric shares	Dec. 31, 2022 USD ($) entity shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 shares
PRSUs
Share-based compensation
Number of restricted stocks units granted (in shares) \| shares	282	341	189
Net reduction in number of awards with performance against target (in shares) \| shares	305	285	56
Unvested restricted stock units outstanding (in shares) \| shares	60	371	388	333
PRSUs \| Executive and senior officers
Share-based compensation
Performance payout period	1 year	1 year
Number of metrics \| entity		3
Average share price trading period		20 days	20 days
Share price, last day in trading period		20 days	20 days
Requisite service period	5 years
Recognized share-based compensation expense \| $	$ 0.7	$ 1.2	$ 1.4
Unrecognized compensation cost, net of estimated forfeitures, related to restricted stock unit awards \| $	$ 0.2
Weighted-average period over which unrecognized compensation cost is expected to be recognized	1 year 6 months
Income tax benefit recognized on share-based compensation \| $	$ 0.8	$ 1.6	$ 1.4
Vesting period	4 years
PRSUs \| Executive and senior officers \| Minimum
Share-based compensation
Target award percentage	0.00%
PRSUs \| Executive and senior officers \| Maximum
Share-based compensation
Target award percentage	200.00%
PRSUs \| Executive Officer
Share-based compensation
Number of metrics \| metric	3
Restricted Stock Units
Share-based compensation
Number of restricted stocks units granted (in shares) \| shares	606	687	528
Unvested restricted stock units outstanding (in shares) \| shares	1,184	1,415	1,208	1,076
Recognized share-based compensation expense \| $	$ 4.9	$ 3.7	$ 3.5
Unrecognized compensation cost, net of estimated forfeitures, related to restricted stock unit awards \| $	$ 6.9
Weighted-average period over which unrecognized compensation cost is expected to be recognized	2 years 6 months
Vesting period	4 years
Restricted Stock Units \| Executive and senior officers
Share-based compensation
Dividend yield		0.00%