0001436126-24-000035 | 10-Q | XBRL Viewer

Inventories (Tables)

3 Months Ended

Mar. 31, 2024

Inventories consist of the following (in thousands):


	March 31, 2024		December 31, 2023

Raw materials	$	5,974	$	6,099
Work in progress	1,003		839
Finished goods	5,495		5,740
Consumable supplies	2,607		2,605
Inventories	$	15,079	$	15,283

Inventories

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Inventories

Inventories consist of the following (in thousands):


	March 31, 2024		December 31, 2023

Raw materials	$	5,974	$	6,099
Work in progress	1,003		839
Finished goods	5,495		5,740
Consumable supplies	2,607		2,605
Inventories	$	15,079	$	15,283

Segment Disclosure (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Schedule of Selected Consolidated Financial Information by Segment

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


	Three months ended March 31,
	2024		2023
Revenue
North America	$	150,349	$	136,932
International	33,047		29,407
Products and Systems	3,210		3,739
Corporate and eliminations	(2,164)		(2,062)
	$	184,442	$	168,016


	Three months ended March 31,
	2024		2023
Gross profit
North America	$	39,991	$	36,637
International	9,459		7,367
Products and Systems	1,613		2,063
Corporate and eliminations	27		10
	$	51,090	$	46,077

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


	Three months ended March 31,
	2024		2023
Income (loss) from operations
North America	$	13,561	$	9,378
International	1,124		(568)
Products and Systems	314		384
Corporate and eliminations	(9,446)		(11,024)
	$	5,553	$	(1,830)


	Three months ended March 31,
	2024		2023
Depreciation and amortization
North America	$	6,218	$	6,357
International	1,913		1,859
Products and Systems	164		256
Corporate and eliminations	86		(59)
	$	8,381	$	8,413


	March 31, 2024		December 31, 2023
Intangible assets, net
North America	$	35,803	$	37,622
International	2,537		2,998
Products and Systems	1,089		1,168
Corporate and eliminations	3,231		2,206
	$	42,660	$	43,994


	March 31, 2024		December 31, 2023
Total assets
North America	$	411,853	$	402,782
International	99,518		99,398
Products and Systems	12,859		13,259
Corporate and eliminations	17,897		19,337
	$	542,127	$	534,776

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

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

Financial instruments measured at fair value on a recurring basis

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

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


	Three months ended March 31,
	2024		2023
Beginning balance	$	—	$	938

Payments	—		(938)

Revaluation	—		—

Ending balance	$	—	$	—

Financial instruments not measured at fair value on a recurring basis

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

- Definition

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

+ References + Details

Accounts Receivable, net (Tables)

3 Months Ended

Mar. 31, 2024

Receivables [Abstract]

Schedule of Accounts Receivable, Net

Accounts receivable consisted of the following:


	March 31, 2024		December 31, 2023

Trade accounts receivable	$	142,245	$	134,495
Allowance for credit losses	(1,841)		(1,648)
Accounts receivable, net	$	140,404	$	132,847

Share-Based Compensation - Equity Incentive Plans (Details) - 2016 Plan - shares	May 23, 2022	Mar. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total number of shares authorized for issuance (in shares)	4,900,000
Number of awards that may be granted (in shares)		450,000
Increase in total number of shares authorized for issuance (in shares)	1,200,000

- 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

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

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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)	30,910,552	30,597,633
Common stock, shares outstanding (in shares)	30,910,552	30,597,633

Revenue (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenues

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

Revenue by industry was as follows:


Three Months Ended March 31, 2024	North America		International		Products & Systems		Corp/Elim		Total
Oil & Gas	$	103,027	$	10,066	$	72	$	—	$	113,165
Aerospace & Defense	15,375		6,732		11		—		22,118
Industrials	8,909		5,853		437		—		15,199
Power generation & Transmission	3,592		1,682		578		—		5,852
Other Process Industries	7,928		3,933		39		—		11,900
Infrastructure, Research & Engineering	3,972		2,205		409		—		6,586
Petrochemical	3,813		531		—		—		4,344
Other	3,733		2,045		1,664		(2,164)		5,278
Total	$	150,349	$	33,047	$	3,210	$	(2,164)	$	184,442


Three Months Ended March 31, 2023	North America		International		Products & Systems		Corp/Elim		Total
Oil & Gas	$	89,773	$	8,855	$	37	$	—	$	98,665
Aerospace & Defense	13,611		4,980		11		—		18,602
Industrials	9,302		6,053		558		—		15,913
Power generation & Transmission	4,987		1,657		1,326		—		7,970
Other Process Industries	9,109		3,237		27		—		12,373
Infrastructure, Research & Engineering	2,483		2,136		1,142		—		5,761
Petrochemical	5,137		145		—		—		5,282
Other	2,530		2,344		638		(2,062)		3,450
Total	$	136,932	$	29,407	$	3,739	$	(2,062)	$	168,016

Revenue per key geographic location was as follows:


Three Months Ended March 31, 2024	North America		International		Products & Systems		Corp/Elim		Total
United States	$	129,458	$	296	$	1,600	$	(1,515)	$	129,839
Other Americas	17,127		2,295		177		(238)		19,361
Europe	1,153		28,663		651		(346)		30,121
Asia-Pacific	2,611		1,793		782		(65)		5,121
Total	$	150,349	$	33,047	$	3,210	$	(2,164)	$	184,442


Three Months Ended March 31, 2023	North America		International		Products & Systems		Corp/Elim		Total
United States	$	120,600	$	309	$	1,801	$	(598)	$	122,112
Other Americas	14,270		3,489		326		(432)		17,653
Europe	1,412		24,183		261		(826)		25,030
Asia-Pacific	650		1,426		1,351		(206)		3,221
Total	$	136,932	$	29,407	$	3,739	$	(2,062)	$	168,016

Acquisitions

3 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisition-Related Expense

In the course of its acquisition activities, the Company incurs costs in connection with due diligence, such as professional fees, and other expenses. Additionally, the Company adjusts the fair value of acquisition-related contingent consideration liabilities on a quarterly basis. These amounts are reported as Acquisition-related expense, net on the Unaudited Condensed Consolidated Statements of Income (Loss) and were as follows for the three months ended March 31, 2024 and 2023:


	Three months ended March 31,
	2024		2023
Due diligence, professional fees and other transaction costs	$	1	$	3
Adjustments to fair value of contingent consideration liabilities	—		—
Acquisition-related expense, net	$	1	$	3

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

Segment Disclosure (Details) $ in Thousands	3 Months Ended
Segment Disclosure (Details) $ in Thousands	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment	3
Financial information by segment
Revenue	$ 184,442	$ 168,016
Gross profit	51,090	46,077
Income (loss) from operations	5,553	(1,830)
Depreciation and amortization	8,381	8,413
Intangible assets, net	42,660		$ 43,994
Total assets	542,127		534,776
Operating segments \| North America
Financial information by segment
Revenue	150,349	136,932
Gross profit	39,991	36,637
Income (loss) from operations	13,561	9,378
Depreciation and amortization	6,218	6,357
Intangible assets, net	35,803		37,622
Total assets	411,853		402,782
Operating segments \| International
Financial information by segment
Revenue	33,047	29,407
Gross profit	9,459	7,367
Income (loss) from operations	1,124	(568)
Depreciation and amortization	1,913	1,859
Intangible assets, net	2,537		2,998
Total assets	99,518		99,398
Operating segments \| Products and Systems
Financial information by segment
Revenue	3,210	3,739
Gross profit	1,613	2,063
Income (loss) from operations	314	384
Depreciation and amortization	164	256
Intangible assets, net	1,089		1,168
Total assets	12,859		13,259
Corporate and eliminations
Financial information by segment
Revenue	(2,164)	(2,062)
Gross profit	27	10
Income (loss) from operations	(9,446)	(11,024)
Depreciation and amortization	86	$ (59)
Intangible assets, net	3,231		2,206
Total assets	$ 17,897		$ 19,337

Segment Disclosure

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Segment Disclosure

The Company's three operating segments are:

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

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

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

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

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

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


	Three months ended March 31,
	2024		2023
Revenue
North America	$	150,349	$	136,932
International	33,047		29,407
Products and Systems	3,210		3,739
Corporate and eliminations	(2,164)		(2,062)
	$	184,442	$	168,016


	Three months ended March 31,
	2024		2023
Gross profit
North America	$	39,991	$	36,637
International	9,459		7,367
Products and Systems	1,613		2,063
Corporate and eliminations	27		10
	$	51,090	$	46,077

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


	Three months ended March 31,
	2024		2023
Income (loss) from operations
North America	$	13,561	$	9,378
International	1,124		(568)
Products and Systems	314		384
Corporate and eliminations	(9,446)		(11,024)
	$	5,553	$	(1,830)


	Three months ended March 31,
	2024		2023
Depreciation and amortization
North America	$	6,218	$	6,357
International	1,913		1,859
Products and Systems	164		256
Corporate and eliminations	86		(59)
	$	8,381	$	8,413


	March 31, 2024		December 31, 2023
Intangible assets, net
North America	$	35,803	$	37,622
International	2,537		2,998
Products and Systems	1,089		1,168
Corporate and eliminations	3,231		2,206
	$	42,660	$	43,994


	March 31, 2024		December 31, 2023
Total assets
North America	$	411,853	$	402,782
International	99,518		99,398
Products and Systems	12,859		13,259
Corporate and eliminations	17,897		19,337
	$	542,127	$	534,776

Refer to Note 2 - Revenue, for revenue by geographic area for the three months ended March 31, 2024 and 2023.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

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

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

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

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

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

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Property, Plant and Equipment, net (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment, Net

Property, plant and equipment consisted of the following:


	Useful Life (Years)	March 31, 2024		December 31, 2023

Land		$	2,444	$	2,453
Buildings and improvements	30-40	26,728		26,663
Office furniture and equipment	5-8	21,424		21,334
Machinery and equipment	5-7	270,788		269,306
		321,384		319,756
Accumulated depreciation and amortization		(241,682)		(238,784)
Property, plant and equipment, net		$	79,702	$	80,972

Goodwill - Changes in Carrying Amount of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Goodwill [Roll Forward]
Balance at December 31, 2023	$ 187,354
Foreign currency translation	(1,628)
Balance at March 31, 2024	185,726
North America
Goodwill [Roll Forward]
Balance at December 31, 2023	187,354
Foreign currency translation	(1,628)
Balance at March 31, 2024	185,726
International
Goodwill [Roll Forward]
Balance at December 31, 2023	0
Foreign currency translation	0
Balance at March 31, 2024	0
Products and Systems
Goodwill [Roll Forward]
Balance at December 31, 2023	0
Foreign currency translation	0
Balance at March 31, 2024	$ 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

Share-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

The Company grants share-based incentive awards to its eligible employees and non-employee directors under its 2016 Long-Term Incentive Plan (the "2016 Plan"). Awards granted under the 2016 Plan may be in the form of stock options, restricted stock units and other forms of share-based incentives, including performance-based restricted stock units, stock appreciation rights and deferred stock rights. At the annual shareholders meeting on May 23, 2022, the Company’s shareholders approved an amendment to increase the total number of shares that may be issued under the 2016 Plan by 1.2 million, for a total of 4.9 million shares that are authorized for issuance under the 2016 Plan, of which approximately 450,000 shares were available for future grants as of March 31, 2024.

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 the Company and were therefore granted outside the 2016 Plan, as permitted by the rules of the NYSE. 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.

The following table sets forth a summary of the stock option activity, weighted-average exercise prices and options outstanding as of March 31, 2024 as follows (in thousands, except per share amounts and years):


	Three months ended March 31,
	2024			2023
	Common Stock Options	Weighted Average Exercise Price		Common Stock Options	Weighted Average Exercise Price
Outstanding at beginning of year:	250	$	5.36	—	$	—
Granted	—	$	—	—	$	—
Exercised	—	$	—	—	$	—
Expired or forfeited	—	$	—	—	$	—
Outstanding at end of year:	250	$	5.36	—	$	—

The Company recognized all share-based compensation expense related to the stock options granted in the fourth quarter of 2023 and no further unrecognized share-based compensation expense remains as of March 31, 2024.

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):


	Three months ended March 31,
	2024		2023
Awards issued	31		48
Grant date fair value of awards issued	$	274	$	275

Restricted Stock Unit Awards

For the three months ended March 31, 2024 and March 31, 2023, the Company recognized share-based compensation expense related to restricted stock unit awards of $1.0 million and $0.9 million, respectively. As of March 31, 2024, there was $11.2 million of unrecognized compensation costs, net of estimated forfeitures, related to restricted stock unit awards, which is expected to be recognized over a remaining weighted-average period of 3.0 years. Upon vesting, restricted stock units are generally net share-settled to cover the required withholding tax and the remaining amount is converted into an equivalent number of shares of common stock.

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


	Three months ended March 31,
	2024		2023
Restricted stock awards vested	364		338
Fair value of awards vested	$	3,261	$	1,946

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


	Three months ended March 31,
	2024			2023
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	1,184	$	8.07	1,415	$	6.66
Granted	598	$	8.52	542	$	8.50
Released	(364)	$	8.95	(338)	$	5.76
Forfeited	(10)	$	8.37	(22)	$	7.82
Outstanding at end of period:	1,408	$	8.04	1,597	$	7.44

Performance Restricted Stock Units

The Company maintains Performance Restricted Stock Units (PRSUs) that have been granted to select executives and senior officers whose ultimate payout may vary between zero and 200% of the target award, based on the Company’s performance over a one-year period based on specific metrics approved by the Compensation Committee of the Board of Directors of the Company.

For 2023, the Compensation Committee utilized the following metrics for the Company's PRSUs awarded to its executive officers, and approved the new target awards for 2023. The three metrics are:

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

2.Adjusted EBITDA 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

For PRSUs awarded in 2024, the Compensation Committee utilized the same metrics as 2023 PRSUs, but with revised performance goals.

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. PRSUs generally vest ratably on each of the first four anniversary dates upon completion of the performance period, for a total requisite service period of up to five years, and have no dividend rights.

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


	Three months ended March 31,
	2024			2023
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	60	$	9.33	280	$	9.96
Granted	249	$	8.76	282	$	8.50
Performance condition adjustments	—	$	—	(32)	$	6.55
Released	—	$	—	(64)	$	5.58
Forfeited	—	$	—	(84)	$	6.95
Outstanding at end of period:	309	$	9.00	382	$	9.12

During the three months ended March 31, 2023, the Compensation Committee approved the final calculation of the award metrics for calendar year 2022. Therefore, the calendar year 2022 PRSUs decreased by approximately 32,000 units as a result of the final calculation of award metrics.

For the three months ended March 31, 2024 and March 31, 2023, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.1 million and $0.7 million, respectively. At March 31, 2024, there was $2.4 million of total unrecognized compensation costs related to approximately 309,000 non-vested PRSUs, which is expected to be recognized over a remaining weighted-average period of 3.0 years.

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities
Net income (loss)	$ 1,004	$ (4,978)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization	8,381	8,413
Deferred income taxes	(144)	1,801
Share-based compensation expense	1,228	1,877
Bad debt provision for troubled customers, net of recoveries	227	(30)
Foreign currency (gain) loss	(561)	219
Other	15	(315)
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions
Accounts receivable	(8,696)	3,777
Inventories	(23)	(1,137)
Prepaid expenses and other assets	(6,593)	(4,234)
Accounts payable	(1,219)	992
Accrued expenses and other liabilities	6,905	(766)
Income taxes payable	80	(248)
Payment of contingent consideration liability in excess of acquisition-date fair value	0	(938)
Net cash provided by operating activities	604	4,433
Cash flows from investing activities
Purchase of property, plant and equipment	(4,804)	(4,332)
Purchase of intangible assets	(1,117)	(361)
Proceeds from sale of equipment	273	233
Net cash used in investing activities	(5,648)	(4,460)
Cash flows from financing activities
Repayment of finance lease obligations	(1,409)	(1,174)
Repayment of long-term debt	(1,907)	(1,904)
Proceeds from revolver	15,000	27,000
Repayment of revolver	(5,000)	(27,100)
Taxes paid related to net share settlement of share-based awards	(1,557)	(773)
Net cash provided by (used in) financing activities	5,127	(3,951)
Effect of exchange rate changes on cash and cash equivalents	(874)	207
Net change in cash and cash equivalents	(791)	(3,771)
Cash and cash equivalents at beginning of period	17,646	20,488
Cash and cash equivalents at end of period	16,855	16,717
Supplemental disclosure of cash paid
Interest, net	4,029	5,112
Income taxes, net of refunds	756	1,949
Noncash investing and financing
Equipment acquired through finance lease obligations	$ 1,165	$ 2,800

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of Net Carrying Amount of Intangible Assets

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


		March 31, 2024				December 31, 2023
	Useful Life (Years)	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount

Customer relationships	5-18	$	109,413	$	(90,463)	$	18,950	$	110,780	$	(90,506)	$	20,274
Software/Technology	3-15	55,541		(32,690)		22,851		55,053		(32,230)		22,823
Covenants not to compete	2-5	12,494		(12,455)		39		12,536		(12,488)		48
Other	2-12	10,367		(9,547)		820		10,466		(9,617)		849
Total		$	187,815	$	(145,155)	$	42,660	$	188,835	$	(144,841)	$	43,994

Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total debt	$ 198,426	$ 190,399
Less: Current portion	(9,464)	(8,900)
Long-term debt, net of current portion	188,962	181,499
Senior credit facility
Debt Instrument [Line Items]
Total debt	80,368	71,150
Senior credit facility \| Senior Secured Term Loan
Debt Instrument [Line Items]
Unamortized debt issuance costs	300	400
Total debt	114,499	115,253
Other
Debt Instrument [Line Items]
Total debt	$ 3,559	$ 3,996

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
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-Paragraph 1
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

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

+ References + Details

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 16,855	$ 17,646
Accounts receivable, net	140,404	132,847
Inventories	15,079	15,283
Prepaid expenses and other current assets	14,632	14,580
Total current assets	186,970	180,356
Property, plant and equipment, net	79,702	80,972
Intangible assets, net	42,660	43,994
Goodwill	185,726	187,354
Deferred income taxes	2,647	2,316
Other assets	44,422	39,784
Total assets	542,127	534,776
Current Liabilities
Accounts payable	15,629	17,032
Accrued expenses and other current liabilities	84,475	84,331
Current portion of long-term debt	9,464	8,900
Current portion of finance lease obligations	4,907	5,159
Income taxes payable	406	1,101
Total current liabilities	114,881	116,523
Long-term debt, net of current portion	188,962	181,499
Obligations under finance leases, net of current portion	11,151	11,261
Deferred income taxes	2,685	2,552
Other long-term liabilities	36,983	32,438
Total liabilities	354,662	344,273
Commitments and contingencies (Note 14)
Equity
Preferred stock, 10,000,000 shares authorized	0	0
Common stock, $0.01 par value, 200,000,000 shares authorized, 30,910,552 and 30,597,633 shares issued and outstanding	328	305
Additional paid-in capital	247,329	247,165
Accumulated deficit	(27,947)	(28,942)
Accumulated other comprehensive loss	(32,565)	(28,336)
Total Mistras Group, Inc. stockholders’ equity	187,145	190,192
Non-controlling interests	320	311
Total equity	187,465	190,503
Total liabilities and equity	$ 542,127	$ 534,776

Unaudited Condensed Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 184,442	$ 168,016
Cost of revenue	127,418	116,051
Depreciation	5,934	5,888
Gross profit	51,090	46,077
Selling, general and administrative expenses	41,189	42,823
Reorganization and other costs	1,557	2,076
Research and engineering	343	480
Depreciation and amortization	2,447	2,525
Acquisition-related expense, net	1	3
Income (loss) from operations	5,553	(1,830)
Interest expense	4,430	4,068
Income (loss) before provision (benefit) for income taxes	1,123	(5,898)
Provision (benefit) for income taxes	119	(920)
Net income (loss)	1,004	(4,978)
Less: net income attributable to noncontrolling interests, net of taxes	9	8
Net income (loss) attributable to Mistras Group, Inc.	$ 995	$ (4,986)
Earnings (loss) per common share
Basic (in dollars per share)	$ 0.03	$ (0.17)
Diluted (in dollars per share)	$ 0.03	$ (0.17)
Weighted-average common shares outstanding:
Basic (in shares)	30,680	30,021
Diluted (in shares)	31,356	30,021

Accounts Receivable, net - Summary (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Receivables [Abstract]
Trade accounts receivable	$ 142,245	$ 134,495
Allowance for credit losses	(1,841)	(1,648)
Accounts receivable, net	$ 140,404	$ 132,847

Long-Term Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Long-Term Debt

Long-term debt consisted of the following:


	March 31, 2024		December 31, 2023

Senior credit facility	$	80,368	$	71,150
Senior secured term loan, net of unamortized debt issuance costs of $0.3 million and $0.4 million, respectively	114,499		115,253

Other	3,559		3,996
Total debt	198,426		190,399
Less: Current portion	(9,464)		(8,900)
Long-term debt, net of current portion	$	188,962	$	181,499

Senior Credit Facility

On August 1, 2022, the Company entered into a new credit agreement (the “Credit Agreement”), which provides the Company with a $190 million 5-year committed revolving credit facility and a $125 million term loan with a balance of $116 million as of March 31, 2024. The 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 Credit Agreement have a maturity date of July 30, 2027.

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

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

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

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

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

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

•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 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.

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

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

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

As of March 31, 2024, the Company had borrowings of $194.9 million and a total of $2.9 million of letters of credit outstanding under the Credit Agreement. The Company has capitalized costs associated with debt modifications of $1.2 million as of March 31, 2024, which is included in Other Assets on the Condensed Consolidated Balance Sheets and will be amortized into interest expense over the remaining term of the Credit Agreement through July 30, 2027.

As of March 31, 2024, the Company was in compliance with the terms and covenants of the Credit Agreement. The Company continuously monitors compliance with the covenants contained in the Credit Agreement. The Company believes that it is probable that the Company will be able to comply with the financial covenants in the Credit Agreement and that sufficient credit remains available under the Credit Agreement to meet the Company's liquidity needs. However, 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 March 31, 2024, there was an aggregate of approximately $3.6 million outstanding, payable at various times through 2030. Monthly payments range from $0.7 thousand to $16.0 thousand and interest rates range from 0.4% to 3.5%.

Accounts Receivable, net - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Receivables [Abstract]
Unbilled revenues accrued	$ 36.5	$ 18.5

Revenue

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue

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

Performance Obligations

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

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

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

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

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

Contract Estimates

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

Revenue by Category

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

Revenue by industry was as follows:


Three Months Ended March 31, 2024	North America		International		Products & Systems		Corp/Elim		Total
Oil & Gas	$	103,027	$	10,066	$	72	$	—	$	113,165
Aerospace & Defense	15,375		6,732		11		—		22,118
Industrials	8,909		5,853		437		—		15,199
Power generation & Transmission	3,592		1,682		578		—		5,852
Other Process Industries	7,928		3,933		39		—		11,900
Infrastructure, Research & Engineering	3,972		2,205		409		—		6,586
Petrochemical	3,813		531		—		—		4,344
Other	3,733		2,045		1,664		(2,164)		5,278
Total	$	150,349	$	33,047	$	3,210	$	(2,164)	$	184,442


Three Months Ended March 31, 2023	North America		International		Products & Systems		Corp/Elim		Total
Oil & Gas	$	89,773	$	8,855	$	37	$	—	$	98,665
Aerospace & Defense	13,611		4,980		11		—		18,602
Industrials	9,302		6,053		558		—		15,913
Power generation & Transmission	4,987		1,657		1,326		—		7,970
Other Process Industries	9,109		3,237		27		—		12,373
Infrastructure, Research & Engineering	2,483		2,136		1,142		—		5,761
Petrochemical	5,137		145		—		—		5,282
Other	2,530		2,344		638		(2,062)		3,450
Total	$	136,932	$	29,407	$	3,739	$	(2,062)	$	168,016

Revenue per key geographic location was as follows:


Three Months Ended March 31, 2024	North America		International		Products & Systems		Corp/Elim		Total
United States	$	129,458	$	296	$	1,600	$	(1,515)	$	129,839
Other Americas	17,127		2,295		177		(238)		19,361
Europe	1,153		28,663		651		(346)		30,121
Asia-Pacific	2,611		1,793		782		(65)		5,121
Total	$	150,349	$	33,047	$	3,210	$	(2,164)	$	184,442


Three Months Ended March 31, 2023	North America		International		Products & Systems		Corp/Elim		Total
United States	$	120,600	$	309	$	1,801	$	(598)	$	122,112
Other Americas	14,270		3,489		326		(432)		17,653
Europe	1,412		24,183		261		(826)		25,030
Asia-Pacific	650		1,426		1,351		(206)		3,221
Total	$	136,932	$	29,407	$	3,739	$	(2,062)	$	168,016

Contract Balances

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

Revenue recognized during the three months ended March 31, 2024 and 2023 that was included in the contract liability balance at the beginning of such year was $2.9 million and $3.1 million for each period. Changes in the contract asset and liability balances during these periods were not materially impacted by any other factors. The Company applies a practical expedient to expense incremental costs incurred related to obtaining a contract. The Company 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)
-Publisher FASB
-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

Acquisitions (Tables)

3 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

Schedule of Acquisition-related Expenses

These amounts are reported as Acquisition-related expense, net on the Unaudited Condensed Consolidated Statements of Income (Loss) and were as follows for the three months ended March 31, 2024 and 2023:


	Three months ended March 31,
	2024		2023
Due diligence, professional fees and other transaction costs	$	1	$	3
Adjustments to fair value of contingent consideration liabilities	—		—
Acquisition-related expense, net	$	1	$	3

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	March 31, 2024		December 31, 2023

Accrued salaries, wages and related employee benefits	$	28,373	$	27,372

Accrued workers’ compensation and health benefits	3,590		4,385
Deferred revenue	9,244		7,136

Pension accrual	2,458		2,458
Right-of-use liability - Operating	10,743		10,686
Other accrued expenses	30,067		32,294
Total	$	84,475	$	84,331

Description of Business and Basis of Presentation (Details) - segment	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accounting Policies [Abstract]
Number of operating segments	3
Effective income tax rate	10.60%	15.60%

Fair Value Measurements (Details) - Level 3 - Contingent Consideration - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value Liabilities Measured On Recurring Basis, Unobservable Input Reconciliation Calculation [Roll Forward]
Beginning balance	$ 0	$ 938
Payments	0	(938)
Revaluation	0	0
Ending balance	$ 0	$ 0

Share-Based Compensation - Performance Restricted Stock Units - Narrative (Details) - PRSUs shares in Thousands, $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2024 USD ($) shares	Mar. 31, 2023 USD ($) shares	Dec. 31, 2023 metric shares	Dec. 31, 2022 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units increased (decreased) during the period (in shares) \| shares	32
Recognized share-based compensation expense (benefit) \| $	$ 0.1	$ 0.7
Unrecognized compensation cost \| $	$ 2.4
Nonvested shares outstanding (in shares) \| shares	309	382	60	280
Weighted-average period over which unrecognized compensation cost is expected to be recognized (years)	3 years
Executive and Senior Officers
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period (years)	1 year
Vesting period	4 years
Requisite service period	5 years
Executive and Senior Officers \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage, range of target award	0.00%
Executive and Senior Officers \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage, range of target award	200.00%
Executive Officers
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of performance award metrics \| metric			3

Revenue - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
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	$ 2.9	$ 3.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction period	1 year

Goodwill (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amount of Goodwill

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


	North America		International		Products and Systems		Total
Balance at December 31, 2023	$	187,354	$	—	$	—	$	187,354



Foreign currency translation	(1,628)		—		—		(1,628)
Balance at March 31, 2024	$	185,726	$	—	$	—	$	185,726

- 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

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity


	Three months ended March 31,
	2024			2023
	Common Stock Options	Weighted Average Exercise Price		Common Stock Options	Weighted Average Exercise Price
Outstanding at beginning of year:	250	$	5.36	—	$	—
Granted	—	$	—	—	$	—
Exercised	—	$	—	—	$	—
Expired or forfeited	—	$	—	—	$	—
Outstanding at end of year:	250	$	5.36	—	$	—

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

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


	Three months ended March 31,
	2024		2023
Awards issued	31		48
Grant date fair value of awards issued	$	274	$	275

Schedule of Vesting Activity of Restricted Stock Unit Awards

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


	Three months ended March 31,
	2024		2023
Restricted stock awards vested	364		338
Fair value of awards vested	$	3,261	$	1,946

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


	Three months ended March 31,
	2024			2023
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	1,184	$	8.07	1,415	$	6.66
Granted	598	$	8.52	542	$	8.50
Released	(364)	$	8.95	(338)	$	5.76
Forfeited	(10)	$	8.37	(22)	$	7.82
Outstanding at end of period:	1,408	$	8.04	1,597	$	7.44

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


	Three months ended March 31,
	2024			2023
	Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value
Outstanding at beginning of period:	60	$	9.33	280	$	9.96
Granted	249	$	8.76	282	$	8.50
Performance condition adjustments	—	$	—	(32)	$	6.55
Released	—	$	—	(64)	$	5.58
Forfeited	—	$	—	(84)	$	6.95
Outstanding at end of period:	309	$	9.00	382	$	9.12

Share-Based Compensation - Restricted Stock Units Awards - Activity (Details) - Restricted Stock Unit Awards - $ / shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Restricted Stock Units Awards (Units)
Outstanding at beginning of period (in shares)	1,184	1,415
Granted (in shares)	598	542
Released (in shares)	(364)	(338)
Forfeited (in shares)	(10)	(22)
Outstanding at end of period (in shares)	1,408	1,597
Weighted Average Grant-Date Fair Value (in dollars per share)
Outstanding at the beginning of period (in dollars per share)	$ 8.07	$ 6.66
Granted (in dollars per share)	8.52	8.50
Released (in dollars per share)	8.95	5.76
Forfeited (in dollars per share)	8.37	7.82
Outstanding at end of period (in dollars per share)	$ 8.04	$ 7.44

Revenue - Disaggregated Revenues (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 184,442	$ 168,016
United States
Disaggregation of Revenue [Line Items]
Revenue	129,839	122,112
Other Americas
Disaggregation of Revenue [Line Items]
Revenue	19,361	17,653
Europe
Disaggregation of Revenue [Line Items]
Revenue	30,121	25,030
Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	5,121	3,221
Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	113,165	98,665
Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	22,118	18,602
Industrials
Disaggregation of Revenue [Line Items]
Revenue	15,199	15,913
Power generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	5,852	7,970
Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	11,900	12,373
Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	6,586	5,761
Petrochemical
Disaggregation of Revenue [Line Items]
Revenue	4,344	5,282
Other
Disaggregation of Revenue [Line Items]
Revenue	5,278	3,450
Operating segments \| North America
Disaggregation of Revenue [Line Items]
Revenue	150,349	136,932
Operating segments \| North America \| United States
Disaggregation of Revenue [Line Items]
Revenue	129,458	120,600
Operating segments \| North America \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue	17,127	14,270
Operating segments \| North America \| Europe
Disaggregation of Revenue [Line Items]
Revenue	1,153	1,412
Operating segments \| North America \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	2,611	650
Operating segments \| North America \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	103,027	89,773
Operating segments \| North America \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	15,375	13,611
Operating segments \| North America \| Industrials
Disaggregation of Revenue [Line Items]
Revenue	8,909	9,302
Operating segments \| North America \| Power generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	3,592	4,987
Operating segments \| North America \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	7,928	9,109
Operating segments \| North America \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	3,972	2,483
Operating segments \| North America \| Petrochemical
Disaggregation of Revenue [Line Items]
Revenue	3,813	5,137
Operating segments \| North America \| Other
Disaggregation of Revenue [Line Items]
Revenue	3,733	2,530
Operating segments \| International
Disaggregation of Revenue [Line Items]
Revenue	33,047	29,407
Operating segments \| International \| United States
Disaggregation of Revenue [Line Items]
Revenue	296	309
Operating segments \| International \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue	2,295	3,489
Operating segments \| International \| Europe
Disaggregation of Revenue [Line Items]
Revenue	28,663	24,183
Operating segments \| International \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	1,793	1,426
Operating segments \| International \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	10,066	8,855
Operating segments \| International \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	6,732	4,980
Operating segments \| International \| Industrials
Disaggregation of Revenue [Line Items]
Revenue	5,853	6,053
Operating segments \| International \| Power generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	1,682	1,657
Operating segments \| International \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	3,933	3,237
Operating segments \| International \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	2,205	2,136
Operating segments \| International \| Petrochemical
Disaggregation of Revenue [Line Items]
Revenue	531	145
Operating segments \| International \| Other
Disaggregation of Revenue [Line Items]
Revenue	2,045	2,344
Operating segments \| Products & Systems
Disaggregation of Revenue [Line Items]
Revenue	3,210	3,739
Operating segments \| Products & Systems \| United States
Disaggregation of Revenue [Line Items]
Revenue	1,600	1,801
Operating segments \| Products & Systems \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue	177	326
Operating segments \| Products & Systems \| Europe
Disaggregation of Revenue [Line Items]
Revenue	651	261
Operating segments \| Products & Systems \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	782	1,351
Operating segments \| Products & Systems \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	72	37
Operating segments \| Products & Systems \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	11	11
Operating segments \| Products & Systems \| Industrials
Disaggregation of Revenue [Line Items]
Revenue	437	558
Operating segments \| Products & Systems \| Power generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	578	1,326
Operating segments \| Products & Systems \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	39	27
Operating segments \| Products & Systems \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	409	1,142
Operating segments \| Products & Systems \| Petrochemical
Disaggregation of Revenue [Line Items]
Revenue	0	0
Operating segments \| Products & Systems \| Other
Disaggregation of Revenue [Line Items]
Revenue	1,664	638
Corp/Elim
Disaggregation of Revenue [Line Items]
Revenue	(2,164)	(2,062)
Corp/Elim \| United States
Disaggregation of Revenue [Line Items]
Revenue	(1,515)	(598)
Corp/Elim \| Other Americas
Disaggregation of Revenue [Line Items]
Revenue	(238)	(432)
Corp/Elim \| Europe
Disaggregation of Revenue [Line Items]
Revenue	(346)	(826)
Corp/Elim \| Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	(65)	(206)
Corp/Elim \| Oil & Gas
Disaggregation of Revenue [Line Items]
Revenue	0	0
Corp/Elim \| Aerospace & Defense
Disaggregation of Revenue [Line Items]
Revenue	0	0
Corp/Elim \| Industrials
Disaggregation of Revenue [Line Items]
Revenue	0	0
Corp/Elim \| Power generation & Transmission
Disaggregation of Revenue [Line Items]
Revenue	0	0
Corp/Elim \| Other Process Industries
Disaggregation of Revenue [Line Items]
Revenue	0	0
Corp/Elim \| Infrastructure, Research & Engineering
Disaggregation of Revenue [Line Items]
Revenue	0	0
Corp/Elim \| Petrochemical
Disaggregation of Revenue [Line Items]
Revenue	0	0
Corp/Elim \| Other
Disaggregation of Revenue [Line Items]
Revenue	$ (2,164)	$ (2,062)

Property, Plant and Equipment, net

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, net

Property, plant and equipment consisted of the following:


	Useful Life (Years)	March 31, 2024		December 31, 2023

Land		$	2,444	$	2,453
Buildings and improvements	30-40	26,728		26,663
Office furniture and equipment	5-8	21,424		21,334
Machinery and equipment	5-7	270,788		269,306
		321,384		319,756
Accumulated depreciation and amortization		(241,682)		(238,784)
Property, plant and equipment, net		$	79,702	$	80,972

Depreciation expense for the three months ended March 31, 2024 and 2023 was approximately $6.5 million and $6.3 million, respectively.

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:


	March 31, 2024		December 31, 2023

Senior credit facility	$	80,368	$	71,150
Senior secured term loan, net of unamortized debt issuance costs of $0.3 million and $0.4 million, respectively	114,499		115,253

Other	3,559		3,996
Total debt	198,426		190,399
Less: Current portion	(9,464)		(8,900)
Long-term debt, net of current portion	$	188,962	$	181,499

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued salaries, wages and related employee benefits	$ 28,373	$ 27,372
Accrued workers’ compensation and health benefits	3,590	4,385
Deferred revenue	9,244	7,136
Pension accrual	2,458	2,458
Right-of-use liability - Operating	10,743	10,686
Other accrued expenses	30,067	32,294
Total	$ 84,475	$ 84,331

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events

Share Based Compensation - Stock Options Narrative (Details) - $ / shares		3 Months Ended
	Oct. 11, 2023	Mar. 31, 2024	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option award granted (in shares)		0	0
Weighted average grant date fair value of stock option award granted (in dollars per share)		$ 0	$ 0
Interim President And CEO \| Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option award granted (in shares)	250,000
Weighted average grant date fair value of stock option award granted (in dollars per share)		$ 5.36
Expiration term of options	10 years
Expiration term of options in the event grantee no longer serving	1 year

- 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

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

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:


	Three months ended March 31,
	2024		2023
Beginning balance	$	—	$	938

Payments	—		(938)

Revaluation	—		—

Ending balance	$	—	$	—

Description of Business and Basis of Presentation	3 Months Ended
Description of Business and Basis of Presentation	Mar. 31, 2024
Accounting Policies [Abstract]
Description of Business and Basis of Presentation	Description of Business and Basis of Presentation Description of Business Mistras Group, Inc., together with its subsidiaries (the "Company") is a leading "one source" multinational provider of integrated technology-enabled asset protection solutions, helping to maximize the safety and operational uptime for civilization’s most critical industrial and civil assets. Backed by an innovative, data-driven asset protection portfolio, proprietary technologies, and decades-long legacy of industry leadership, the Company helps clients with asset-intensive infrastructure in the oil and gas, aerospace and defense, industrials, power generation and transmission (including alternative and renewable energy), other process industries and infrastructure, research and engineering and other industries towards achieving and maintaining operational excellence. By supporting these organizations that help fuel our vehicles and power our society; inspecting components that are trusted for commercial, defense, and space craft; and building real-time monitoring systems to help avoid catastrophic incidents, the Company helps the world at large. The Company enhances value for its clients by integrating asset protection throughout supply chains and centralizing integrity data through a suite of Industrial Internet of Things ("IoT")-connected digital software and monitoring solutions, including OneSuite™, which serves as an ecosystem platform, pulling together all of the Company’s software and data services capabilities, for the benefit of its customers. The Company’s core capabilities also include non-destructive testing (“NDT”) field inspections enhanced by advanced robotics, laboratory quality control, laboratory materials services, shop laboratory assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services. The Company has three operating segments. Our segments are as follows: •North America. This segment provides asset protection solutions predominantly in North America, with the largest concentration in the United States, followed by Canada, consisting primarily of NDT, inspection, mechanical and engineering services that are used to evaluate the safety, structural integrity and reliability of critical energy, industrial and public infrastructure and commercial aerospace components. Software, digital and data services are included in this segment. •International. This segment offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment. •Products and Systems. This segment designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States. Recent Developments Overall, the Company has taken actions to help ensure the health and safety of Company employees and those of its customers and suppliers; maintain business continuity and financial strength and stability; and serve customers as they provide essential products and services to the world. The 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. The Company is currently unable to predict with certainty the overall impact that the factors discussed above and the effect of inflationary pressures may have on its business, results of operations or liquidity or in other ways which the Company cannot yet determine. The Company will continue to monitor market conditions and respond accordingly. Basis of Presentation The Unaudited Condensed Consolidated Financial Statements contained in this report have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and Securities and Exchange Commission ("SEC") guidance allowing for reduced disclosure for interim periods. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods of the years ending December 31, 2024 and December 31, 2023. Certain items included in these statements are based on management’s estimates. Actual results may differ from those estimates. The results of operations for any interim period are not necessarily indicative of the results expected for the year. The accompanying Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the notes to the Audited Consolidated Financial Statements contained in the Company's 2023 Annual Report on Form 10-K ("2023 Annual Report"). Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of Mistras Group, Inc. as well as its wholly-owned subsidiaries, majority-owned subsidiaries and consolidated variable interest entities (VIE). For subsidiaries in which the Company’s ownership interest is less than 100%, the non-controlling interests are reported in stockholders’ equity in the accompanying Condensed Consolidated Balance Sheets. The non-controlling interests in net results, net of tax, is classified separately in the accompanying Unaudited Condensed Consolidated Statements of Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations of companies acquired are included from the date of acquisition. Reclassification Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have a material effect on the Company's financial condition or results of operations as previously reported. Significant Accounting Policies The Company’s significant accounting policies are disclosed in Note 1–Summary of Significant Accounting Policies and Practices in the 2023 Annual Report. On an ongoing basis, the Company evaluates its estimates and assumptions, including among other things, those related to revenue recognition, long-lived assets, goodwill and acquisitions. Since the date of the 2023 Annual Report, there have been no material changes to the Company's significant accounting policies. Income Taxes Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of our assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. Our net deferred tax assets primarily consist of net operating loss carry forwards, or NOLs. A valuation allowance is provided if it is more likely than not that some or all or all of a deferred income tax asset will not be realized. A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the current and prior years. As of March 31, 2024, management concluded that it is more likely than not that a substantial portion of the Company's deferred tax assets will be realized. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company’s effective income tax rate was approximately 10.6% and 15.6% for the three months ended March 31, 2024 and 2023, respectively. The effective income tax rate benefit for the three months ended March 31, 2024 was lower than the statutory rate primarily due to the impact of a favorable discrete item related to stock compensation. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting (Topic 280) to expand the disclosures about a public entity's reportable segments and address requests from investors for additional, more detailed information about a reportable segment's expenses. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact of ASU 2023-07 on our financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid disclosures. The new standard is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact of ASU 2023-09 on our financial statements.

Commitments and Contingencies (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Litigation
Pension plan withdrawal, potential liability	$ 2,458	$ 2,458
Pension Related Contingencies
Litigation
Pension plan withdrawal, potential liability	$ 2,500

Earnings (loss) per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Basic earnings (loss) per share
Net income (loss) attributable to Mistras Group, Inc.	$ 995	$ (4,986)
Denominator:
Weighted-average common shares outstanding (in shares)	30,680	30,021
Basic earnings (loss) per share (in dollars per share)	$ 0.03	$ (0.17)
Denominator:
Weighted-average common shares outstanding (in shares)	30,680	30,021
Dilutive effect of stock options outstanding (in shares)	250	0
Dilutive effect of restricted stock units outstanding (in shares)	426	0
Weighted-average common shares outstanding, diluted (in shares)	31,356	30,021
Diluted earnings (loss) per share (in dollars per share)	$ 0.03	$ (0.17)
Restricted Stock
Denominator:
Potentially dilutive shares excluded from computation of diluted EPS due to net loss for the period (in shares)		1,513

Goodwill - Narrative (Details) $ in Thousands	3 Months Ended
Goodwill - Narrative (Details) $ in Thousands	Sep. 30, 2023 USD ($)
International
Goodwill [Line Items]
Goodwill impairment charge	$ 13,800

- 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
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Unaudited Condensed Consolidated Statements of Equity - USD ($)	Total	Total Mistras Group, Inc. Stockholders’ Equity	Common Stock	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss	Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2022			29,895,000
Beginning balance at Dec. 31, 2022	$ 198,749,000	$ 198,450,000	$ 298,000	$ 243,031,000	$ (11,489,000)	$ (33,390,000)	$ 299,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)	(4,978,000)	(4,986,000)			(4,986,000)		8,000
Other comprehensive loss, net of tax	1,273,000	1,273,000				1,273,000
Share-based payments	1,877,000	1,877,000		1,877,000
Net settlements of restricted stock units (in shares)			335,000
Net settlement of restricted stock units	(773,000)	(773,000)	$ 4,000	(777,000)
Ending balance (in shares) at Mar. 31, 2023			30,230,000
Ending balance at Mar. 31, 2023	196,148,000	195,841,000	$ 302,000	244,131,000	(16,475,000)	(32,117,000)	307,000
Beginning balance (in shares) at Dec. 31, 2023			30,598,000
Beginning balance at Dec. 31, 2023	190,503,000	190,192,000	$ 305,000	247,165,000	(28,942,000)	(28,336,000)	311,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)	1,004,000	995,000			995,000		9,000
Other comprehensive loss, net of tax	(4,229,000)	(4,229,000)				(4,229,000)
Share-based payments	1,228,000	1,228,000		1,228,000
Net settlements of restricted stock units (in shares)			313,000
Net settlement of restricted stock units	(1,041,000)	(1,041,000)	$ 23,000	(1,064,000)
Ending balance (in shares) at Mar. 31, 2024			30,911,000
Ending balance at Mar. 31, 2024	$ 187,465,000	$ 187,145,000	$ 328,000	$ 247,329,000	$ (27,947,000)	$ (32,565,000)	$ 320,000

- Definition

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

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+ Details

Share-Based Compensation - Performance Restricted Stock Units - Activity (Details) - PRSUs - $ / shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Performance Restricted Stock (Units)
Outstanding at beginning of period (in shares)	60	280
Granted (in shares)	249	282
Performance condition adjustments (in shares)	0	(32)
Released (in shares)	0	(64)
Forfeited (in shares)	0	(84)
Outstanding at end of period (in shares)	309	382
Weighted Average Grant-Date Fair Value (in dollars per share)
Outstanding at the beginning of period (in dollars per share)	$ 9.33	$ 9.96
Granted (in dollars per share)	8.76	8.50
Performance condition adjustments (in dollars per share)	0	6.55
Released (in dollars per share)	0	5.58
Forfeited (in dollars per share)	0	6.95
Outstanding at end of period (in dollars per share)	$ 9.00	$ 9.12

Description of Business and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The Unaudited Condensed Consolidated Financial Statements contained in this report have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and Securities and Exchange Commission ("SEC") guidance allowing for reduced disclosure for interim periods. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods of the years ending December 31, 2024 and December 31, 2023. Certain items included in these statements are based on management’s estimates. Actual results may differ from those estimates. The results of operations for any interim period are not necessarily indicative of the results expected for the year. The accompanying Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the notes to the Audited Consolidated Financial Statements contained in the Company's 2023 Annual Report on Form 10-K ("2023 Annual Report").
Principles of Consolidation	Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of Mistras Group, Inc. as well as its wholly-owned subsidiaries, majority-owned subsidiaries and consolidated variable interest entities (VIE). For subsidiaries in which the Company’s ownership interest is less than 100%, the non-controlling interests are reported in stockholders’ equity in the accompanying Condensed Consolidated Balance Sheets. The non-controlling interests in net results, net of tax, is classified separately in the accompanying Unaudited Condensed Consolidated Statements of Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations of companies acquired are included from the date of acquisition.
Reclassification	Reclassification Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have a material effect on the Company's financial condition or results of operations as previously reported.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of our assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. Our net deferred tax assets primarily consist of net operating loss carry forwards, or NOLs. A valuation allowance is provided if it is more likely than not that some or all or all of a deferred income tax asset will not be realized. A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the current and prior years. As of March 31, 2024, management concluded that it is more likely than not that a substantial portion of the Company's deferred tax assets will be realized. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company’s effective income tax rate was approximately 10.6% and 15.6% for the three months ended March 31, 2024 and 2023, respectively. The effective income tax rate benefit for the three months ended March 31, 2024 was lower than the statutory rate primarily due to the impact of a favorable discrete item related to stock compensation.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting (Topic 280) to expand the disclosures about a public entity's reportable segments and address requests from investors for additional, more detailed information about a reportable segment's expenses. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact of ASU 2023-07 on our financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid disclosures. The new standard is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact of ASU 2023-09 on our financial statements.
Revenue	Revenue The Company derives the majority of its revenue by providing services on a time and material basis, and are short-term in nature. The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. Performance Obligations The Company provides highly integrated and bundled inspection services to its customers. The majority of the Company's contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and is, therefore, not distinct. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the Company's best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is a relative selling price based on price lists. Contract modifications are not routine in the performance of the Company's contracts. Generally, when contracts are modified, the modification is to account for changes in scope to the goods and services that are provided. In most instances, contract modifications are for goods or services that are distinct, and, therefore, are accounted for as a separate contract. The Company's performance obligations are satisfied over time as work progresses or at a point in time. The majority of the Company's revenue is recognized over time as work progresses for the Company's service deliverables, which includes providing testing, inspection and mechanical services to our customers. Revenue is recognized over time, based on time and material incurred to date which best portrays the transfer of control to the customer. The Company also utilizes an available practical expedient that provides for revenue to be recognized in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. Fixed fee arrangements are determined based on expected labor, material, and overhead to be consumed on fulfillment of such services. For these arrangements, revenue is recognized on a cost-to-cost method tracked on an input basis. The majority of our revenue recognized at a point in time is related to product sales when the customer obtains control of the asset, which is generally upon shipment to the customer. Contract costs include labor, material and overhead. The Company expects any significant remaining performance obligations to be satisfied within one year. Contract Estimates The majority of the Company's revenues are short-term in nature. The Company enters into master service agreements ("MSA"s) with customers that specify an overall framework and contract terms. The actual contracting to provide services or furnish products are triggered by a work order, purchase order, or some similar document issued pursuant to a MSA which sets forth the scope of services and/or identifies the products to be provided. From time-to-time, the Company may enter into longer-term contracts, which can range from several months to several years. Revenue on certain contracts is recognized as work is performed based on total costs incurred to date in relation to the total estimated costs for the performance of the contract at completion. This includes contract estimates of costs to be incurred for the performance of the contract. Cost estimation is based upon the professional knowledge and experience of the Company's project managers, engineers and financial professionals. Factors that are considered in estimating the work to be completed include the availability of materials, the effect of any delays in the Company's project performance and the recoverability of any claims. Whenever revisions of estimates, contract costs and/or contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheets. Amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, generally at periodic intervals (e.g., weekly, bi-weekly or monthly). Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, the Company sometimes receives advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are aggregated on an individual contract basis and reported on the Consolidated Balance Sheets at the end of each reporting period within accounts receivable, net or accrued expenses and other current liabilities.
Fair Value Measurements	Fair Value Measurements The Company performs fair value measurements in accordance with the guidance provided by ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a three level hierarchy that prioritizes the inputs used to measure fair value. Financial instruments measured at fair value on a recurring basis The fair value of contingent consideration liabilities was estimated using a discounted cash flow technique with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include the probability assessments of expected future cash flows related to the acquisitions, appropriately discounted considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the applicable acquisition agreements. Financial instruments not measured at fair value on a recurring basis The Company has evaluated current market conditions and borrower credit quality and has determined that the carrying value of its long-term debt approximates fair value. The fair value of the Company’s notes payable and finance lease obligations approximates their carrying amounts based on anticipated interest rates which management believes would currently be available to the Company for similar issuances of debt.
Segment Reporting	Segment Disclosure The Company's three operating segments are: •North America. This segment provides asset protection solutions predominantly in North America, with the largest concentration in the United States, followed by Canada, consisting primarily of NDT, inspection, mechanical and engineering services that are used to evaluate the safety, structural integrity and reliability of critical energy, industrial and public infrastructure and commercial aerospace components. Software, digital and data services are included in this segment. •International. This segment offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment. •Products and Systems. This segment designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States. Costs incurred for general corporate services, including finance, legal, and certain other costs that are provided to the segments are reported within Corporate and eliminations. Sales to the International segment from the Products and Systems segment and subsequent sales by the International segment of the same items are recorded and reflected in the operating performance of both segments. Additionally, engineering charges and royalty fees charged to the North America and International segments by the Products and Systems segment are reflected in the operating performance of each segment. The accounting policies of the reportable segments are the same as those described in Note 1 - Description of Business and Basis of Presentation. Segment income from operations is one of the primary performance measures used by the chief operating decision maker, to assess the performance of each segment and make resource allocation decisions. Certain general and administrative costs such as human resources, information technology and training are allocated to the segments. Segment income from operations excludes interest and other financial charges and income taxes. Corporate and other assets are comprised principally of cash, deposits, property, plant and equipment, domestic deferred taxes, deferred charges and other assets. Corporate loss from operations consists of administrative charges related to corporate personnel and other charges that cannot be readily identified for allocation to a particular segment.

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References + Details

- Definition

Disclosure of accounting policy for segment reporting.

+ References + Details

Intangible Assets - Summary (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 187,815		$ 188,835
Accumulated Amortization	(145,155)		(144,841)
Net Carrying Amount	42,660		43,994
Amortization expense of intangibles	1,900	$ 2,100
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Amount	109,413		110,780
Accumulated Amortization	(90,463)		(90,506)
Net Carrying Amount	$ 18,950		20,274
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	5 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	18 years
Software/Technology
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 55,541		55,053
Accumulated Amortization	(32,690)		(32,230)
Net Carrying Amount	$ 22,851		22,823
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	$ 12,494		12,536
Accumulated Amortization	(12,455)		(12,488)
Net Carrying Amount	$ 39		48
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	$ 10,367		10,466
Accumulated Amortization	(9,547)		(9,617)
Net Carrying Amount	$ 820		$ 849
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

Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 1,004	$ (4,978)
Other comprehensive loss:
Foreign currency translation adjustments	(4,229)	1,273
Comprehensive Loss	(3,225)	(3,705)
Less: net income attributable to noncontrolling interests, net of taxes	9	8
Comprehensive loss attributable to Mistras Group, Inc.	$ (3,234)	$ (3,713)

- 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

+ Details

Share-Based Compensation - Stock Options (Details) - $ / shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at beginning of period (in shares)	250	0
Granted (in shares)	0	0
Exercised (in shares)	0	0
Expired or forfeited (in shares)	0	0
Outstanding at end of period (in shares)	250	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Outstanding at beginning of period (in dollars per share)	$ 5.36	$ 0
Granted (in dollars per share)	0	0
Exercised (in dollars per share)	0	0
Expired or forfeited (in dollars per share)	0	0
Outstanding at end of period (in dollars per share)	$ 5.36	$ 0

Earnings (loss) per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Earnings (loss) per Share

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

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


	Three months ended March 31,
	2024		2023

Basic earnings (loss) per share
Numerator:
Net income (loss) attributable to Mistras Group, Inc.	$	995	$	(4,986)
Denominator:
Weighted average common shares outstanding	30,680		30,021
Basic earnings (loss) per share	$	0.03	$	(0.17)

Diluted earnings (loss) per share:
Numerator:
Net income (loss) attributable to Mistras Group, Inc.	$	995	$	(4,986)
Denominator:
Weighted average common shares outstanding	30,680		30,021
Dilutive effect of stock options outstanding	250		—
Dilutive effect of restricted stock units outstanding (1)	426		—
	31,356		30,021
Diluted earnings (loss) per share	$	0.03	$	(0.17)

_______________

(1) For the three months ended March 31, 2023, 1,513,000 shares, related to restricted stock were excluded from the calculation of diluted EPS due to the net loss for the period.

Goodwill

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

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


	North America		International		Products and Systems		Total
Balance at December 31, 2023	$	187,354	$	—	$	—	$	187,354



Foreign currency translation	(1,628)		—		—		(1,628)
Balance at March 31, 2024	$	185,726	$	—	$	—	$	185,726

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. 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 performed a quantitative annual impairment test as of October 1, 2023 and the Company did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable. Additionally, through March 31, 2024, the Company did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable. Significant adverse changes in future periods could negatively affect the Company's key assumptions and may result in future goodwill impairment charges which could be material.

Share-Based Compensation - Vesting Activity of Restricted Stock Unit Awards (Details) - Restricted Stock Unit Awards - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards vested (in shares)	364	338
Fair value of awards vested	$ 3,261	$ 1,946

- Definition

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

+ References

+ Details

Share-Based Compensation - Fully-vested Common Stock Issued to Non-employee Directors (Details) - Common Stock - Non-employee Directors - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards issued (in shares)	31	48
Grant date fair value of awards issued	$ 274	$ 275

- 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

Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 321,384		$ 319,756
Accumulated depreciation and amortization	(241,682)		(238,784)
Property, plant and equipment, net	79,702		80,972
Depreciation and amortization expense	6,500	$ 6,300
Land
Property, Plant and Equipment, net
Property, plant and equipment, gross	2,444		2,453
Buildings and improvements
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 26,728		26,663
Buildings and improvements \| Minimum
Property, Plant and Equipment, net
Useful Life (Years)	30 years
Buildings and improvements \| Maximum
Property, Plant and Equipment, net
Useful Life (Years)	40 years
Office furniture and equipment
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 21,424		21,334
Office furniture and equipment \| Minimum
Property, Plant and Equipment, net
Useful Life (Years)	5 years
Office furniture and equipment \| Maximum
Property, Plant and Equipment, net
Useful Life (Years)	8 years
Machinery and equipment
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 270,788		$ 269,306
Machinery and equipment \| Minimum
Property, Plant and Equipment, net
Useful Life (Years)	5 years
Machinery and equipment \| Maximum
Property, Plant and Equipment, net
Useful Life (Years)	7 years

Earnings (loss) per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

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

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


	Three months ended March 31,
	2024		2023

Basic earnings (loss) per share
Numerator:
Net income (loss) attributable to Mistras Group, Inc.	$	995	$	(4,986)
Denominator:
Weighted average common shares outstanding	30,680		30,021
Basic earnings (loss) per share	$	0.03	$	(0.17)

Diluted earnings (loss) per share:
Numerator:
Net income (loss) attributable to Mistras Group, Inc.	$	995	$	(4,986)
Denominator:
Weighted average common shares outstanding	30,680		30,021
Dilutive effect of stock options outstanding	250		—
Dilutive effect of restricted stock units outstanding (1)	426		—
	31,356		30,021
Diluted earnings (loss) per share	$	0.03	$	(0.17)

_______________

(1) For the three months ended March 31, 2023, 1,513,000 shares, related to restricted stock were excluded from the calculation of diluted EPS due to the net loss for the period.

Acquisitions (Details) - USD ($) $ in Thousands	3 Months Ended
Acquisitions (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract]
Due diligence, professional fees and other transaction costs	$ 1	$ 3
Adjustments to fair value of contingent consideration liabilities	0	0
Acquisition-related expense, net	$ 1	$ 3

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2024
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. While the Company cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against it, 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 A subsidiary of the Company, Mistras Arizona Inspection Services LLC (“Mistras Arizona”) is subject to a lawsuit filed by the Arizona Department of Environmental Quality (“DEQ”), which has been filed against the Company, captioned State of Arizona v. Mistras Group, Inc. and Naiman Phoenix, Ltd., filed on February 27, 2024, in the Superior Court of the State of Arizona for Maricopa County, CV 2024-003866. The Complaint alleges various violations of the Arizona environmental laws and regulations in connection with the operation of the Mistras Arizona testing facility in Phoenix, Arizona. The complaint seeks injunctive relief, the closing of a chromic acid plating line and air scrubber, implementation of a site assessment plan approved by the DEQ, corrective and remedial action to bring the facility in compliance, and costs and penalties. Mistras Arizona and the Company have also received notice of violations from the DEQ for the violations of Arizona environmental laws and regulations and from the Maricopa County Department of Air Quality for violation of various regulations regarding air quality. This matter is in the early stages and the Company is unable to assess the amount of liability the Company or Mistras Arizona may incur. Pension Related Contingencies Certain of the Company’s subsidiaries had significant reductions in their unionized workers in 2018. The collective bargaining agreements for the employees of these subsidiaries required contributions for these employees to two national multi-employer pension funds. The reduction in employees resulted in one of the Company's subsidiaries 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 March 31, 2024 is approximately $2.5 million, which were incurred in 2018 and 2019.

Share-Based Compensation - Restricted Stock Unit Awards - Narrative (Details) - Restricted Stock Unit Awards - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized share-based compensation expense (benefit)	$ 1.0	$ 0.9
Unrecognized compensation cost, net of estimated forfeitures	$ 11.2
Weighted-average period over which unrecognized compensation cost is expected to be recognized (years)	3 years

- 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

Intangible Assets

3 Months Ended

Mar. 31, 2024

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

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


		March 31, 2024				December 31, 2023
	Useful Life (Years)	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount

Customer relationships	5-18	$	109,413	$	(90,463)	$	18,950	$	110,780	$	(90,506)	$	20,274
Software/Technology	3-15	55,541		(32,690)		22,851		55,053		(32,230)		22,823
Covenants not to compete	2-5	12,494		(12,455)		39		12,536		(12,488)		48
Other	2-12	10,367		(9,547)		820		10,466		(9,617)		849
Total		$	187,815	$	(145,155)	$	42,660	$	188,835	$	(144,841)	$	43,994

Amortization expense for the three months ended March 31, 2024 and 2023 was approximately $1.9 million and $2.1 million, respectively.

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	March 31, 2024		December 31, 2023

Accrued salaries, wages and related employee benefits	$	28,373	$	27,372

Accrued workers’ compensation and health benefits	3,590		4,385
Deferred revenue	9,244		7,136

Pension accrual	2,458		2,458
Right-of-use liability - Operating	10,743		10,686
Other accrued expenses	30,067		32,294
Total	$	84,475	$	84,331

Accounts Receivable, net

3 Months Ended

Mar. 31, 2024

Receivables [Abstract]

Accounts Receivable, net

Accounts receivable consisted of the following:


	March 31, 2024		December 31, 2023

Trade accounts receivable	$	142,245	$	134,495
Allowance for credit losses	(1,841)		(1,648)
Accounts receivable, net	$	140,404	$	132,847

The Company had $36.5 million and $18.5 million of unbilled revenue accrued as of March 31, 2024 and December 31, 2023, respectively. These amounts are included in the trade accounts receivable balances above. Unbilled revenue is generally billed in the subsequent quarter to their revenue recognition. The Company considers unbilled receivables as short-term in nature as they are normally converted to trade receivables within 90 days, thus future changes in economic conditions will not have a significant effect on the credit loss estimate.

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 01, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-34481
Entity Registrant Name	Mistras Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-3341267
Entity Address, Address Line One	195 Clarksville Road
Entity Address, City or Town	Princeton Junction,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08550
City Area Code	609
Local Phone Number	716-4000
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	MG
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		30,966,973
Entity Central Index Key	0001436126
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1

Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 5,974		$ 6,099
Work in progress	1,003		839
Finished goods	5,495		5,740
Consumable supplies	2,607		$ 2,605
Inventories	$ 15,079	$ 15,283

Long-Term Debt - Narrative (Details)				3 Months Ended
Long-Term Debt - Narrative (Details)	Dec. 31, 2023	Dec. 30, 2023	Aug. 01, 2022 USD ($)	Mar. 31, 2024 USD ($)
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank
Debt Instrument [Line Items]
Lowest available margin applicable			1.25
Maximum margin, if greater than			3.75
Number of business days written notice is required			5 days
Minimum amount for threshold of business acquisition			$ 10,000,000
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| Debt Covenant Period One
Debt Instrument [Line Items]
Total consolidated debt leverage ratio			4.0
Fixed charge coverage ratio		1.25
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| Debt Covenant Period Two
Debt Instrument [Line Items]
Total consolidated debt leverage ratio			3.75
Fixed charge coverage ratio	1.1
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| Debt Covenant Period Three
Debt Instrument [Line Items]
Fixed charge coverage ratio		1.25
Debt periodic payments			$ 1,560,000
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| Debt Covenant Period Four
Debt Instrument [Line Items]
Debt periodic payments			2,340,000
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| Debt Covenant Period Five
Debt Instrument [Line Items]
Debt periodic payments			$ 3,120,000
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| Variable Rate Component \| Maximum \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Margin rate (as a percent)			2.75%
Line of Credit \| The Credit Agreement, JP Morgan Chase Bank \| Variable Rate Component \| Minimum \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Margin rate (as a percent)			1.25%
Revolving Credit Facility
Debt Instrument [Line Items]
Outstanding borrowings				$ 194,900,000
Outstanding letters of credit				2,900,000
Capitalized costs associated with debt modifications				1,200,000
Revolving Credit Facility \| Senior Secured Term Loan A Facility
Debt Instrument [Line Items]
Debt outstanding				116,000,000
Other \| Maximum
Debt Instrument [Line Items]
Debt periodic payments				$ 16,000
Interest rate				3.50%
Other \| Minimum
Debt Instrument [Line Items]
Debt periodic payments				$ 700
Interest rate				0.40%
Revolving Credit Facility \| Line of Credit \| The Credit Agreement, JP Morgan Chase Bank
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 190,000,000
Debt term (in years)			5 years
Maximum borrowing capacity in non-U.S. Dollar currencies			$ 100,000,000
Secured Debt \| Line of Credit \| The Credit Agreement, JP Morgan Chase Bank
Debt Instrument [Line Items]
Face amount of loan			125,000,000
Letter of Credit \| Line of Credit \| The Credit Agreement, JP Morgan Chase Bank
Debt Instrument [Line Items]
Maximum amount available for the issuance of letters of credit			$ 20,000,000