Document and Entity Information (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	May 31, 2013	Aug. 01, 2013	Nov. 30, 2012
Document and Entity Information
Entity Registrant Name	Mistras Group, Inc.
Entity Central Index Key	0001436126
Document Type	10-K
Document Period End Date	May 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 364.0
Entity Common Stock, Shares Outstanding		28,211,006
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	May 31, 2013	May 31, 2012
Current Assets
Cash and cash equivalents	$ 7,802	$ 8,410
Accounts receivable, net	108,554	104,515
Inventories	12,504	12,492
Deferred income taxes	2,621	1,885
Prepaid expenses and other current assets	8,156	6,321
Total current assets	139,637	133,623
Property, plant and equipment, net	68,419	63,527
Intangible assets, net	52,428	34,469
Goodwill	115,270	96,819
Other assets	906	1,378
Total assets	376,660	329,816
Current Liabilities
Accounts payable	8,490	11,944
Accrued expenses and other current liabilities	47,839	39,334
Current portion of long-term debt	7,418	5,971
Current portion of capital lease obligations	6,766	5,951
Income taxes payable	1,703	1,119
Total current liabilities	72,216	64,319
Long-term debt, net of current portion	52,849	34,258
Obligations under capital leases, net of current portion	10,923	13,094
Deferred income taxes	11,614	4,901
Other long-term liabilities	18,778	19,996
Total liabilities	166,380	136,568
Commitments and contingencies
Equity
Preferred stock, 10,000,000 shares authorized
Common stock, $0.01 par value, 200,000,000 shares authorized, 28,210,862 and 28,025,507 shares issued and outstanding as of May 31, 2013 and May 31, 2012, respectively	282	280
Additional paid-in capital	195,241	188,443
Retained earnings	18,982	7,336
Accumulated other comprehensive loss	(4,452)	(3,047)
Total Mistras Group, Inc. stockholders' equity	210,053	193,012
Noncontrolling interests	227	236
Total equity	210,280	193,248
Total liabilities and equity	$ 376,660	$ 329,816

Consolidated Balance Sheets (Parenthetical) (USD $)	May 31, 2013	May 31, 2012
Consolidated Balance Sheets
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	28,210,862	28,025,507
Common stock, shares outstanding	28,210,862	28,025,507

Consolidated Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2011
Revenues:
Services	$ 487,268	$ 394,035	$ 308,702
Products and systems	42,014	42,840	29,887
Total revenues	529,282	436,875	338,589
Cost of revenues:
Cost of services	346,769	271,676	209,512
Cost of products and systems sold	16,276	19,940	12,468
Depreciation related to services	16,963	14,929	12,576
Depreciation related to products and systems	903	640	630
Total cost of revenues	380,911	307,185	235,186
Gross profit	148,371	129,690	103,403
Selling, general and administrative expenses	101,792	83,098	65,983
Research and engineering	2,447	2,059	2,150
Depreciation and amortization	8,781	6,455	5,386
Acquisition-related expense, net	(2,141)	1,980
Goodwill impairment	9,938
Legal reserve			273
Income from operations	27,554	36,098	29,611
Other expenses
Interest expense	3,288	3,132	2,773
Gain on extinguishment of long-term debt		(671)
Income before provision for income taxes	24,266	33,637	26,838
Provision for income taxes	12,627	12,291	10,502
Net income	11,639	21,346	16,336
Net loss attributable to noncontrolling interests, net of taxes	7	7	95
Net income attributable to Mistras Group, Inc.	$ 11,646	$ 21,353	$ 16,431
Earnings per common share
Basic (in dollars per share)	$ 0.41	$ 0.77	$ 0.61
Diluted (in dollars per share)	$ 0.40	$ 0.74	$ 0.61
Weighted average common shares outstanding:
Basic (in shares)	28,141	27,839	26,724
Diluted (in shares)	29,106	28,685	26,933

Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2011
Consolidated Statements of Comprehensive Income
Net income	$ 11,639	$ 21,346	$ 16,336
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(1,407)	(3,361)	1,905
Comprehensive income	10,232	17,985	18,241
Comprehensive income attributable to noncontrolling interests	7	7	95
Foreign currency translation adjustments	2	11	(15)
Comprehensive income attributable to Mistras Group, Inc.	$ 10,241	$ 18,003	$ 18,321

Consolidated Statements of Equity (USD $) In Thousands, except Share data, unless otherwise specified	Total	Total Mistras Group, Inc. Stockholders' Equity	Common Stock	Additional paid-in capital	Retained earnings (accumulated deficit)	Accumulated other comprehensive income (loss)	Noncontrolling Interest
Balance at May. 31, 2010	$ 130,554	$ 130,286	$ 267	$ 162,054	$ (30,448)	$ (1,587)	$ 268
Balance (in shares) at May. 31, 2010			26,663,000
Increase (Decrease) in Stockholders' Equity
Net income	16,336	16,431			16,431		(95)
Other comprehensive income (loss), net of tax	1,905	1,890				1,890	15
Issuance of common stock from secondary offering, net	14,682	14,682	10	14,672
Issuance of common stock from secondary offering, net (in shares)			990,000
Share-based payments	3,751	3,751		3,751
Share-based payments (in shares)			3,000
Excess tax benefit from share-based payment compensation	22	22		22
Exercise of stock options	95	95		95
Exercise of stock options (in shares)			11,000
Noncontrolling interest in subsidiary	141						141
Balance at May. 31, 2011	167,486	167,157	277	180,594	(14,017)	303	329
Balance (in shares) at May. 31, 2011			27,667,000
Increase (Decrease) in Stockholders' Equity
Net income	21,346	21,353			21,353		(7)
Other comprehensive income (loss), net of tax	(3,361)	(3,350)				(3,350)	(11)
Share-based payments	5,097	5,097		5,097
Share-based payments (in shares)			16,000
Net settlement on vesting of restricted stock units	(283)	(283)		(283)
Net settlement on vesting of restricted stock units (in shares)			36,000
Excess tax benefit from share-based payment compensation	554	554		554
Exercise of stock options	2,484	2,484	3	2,481
Exercise of stock options (in shares)			307,000
Noncontrolling interest in subsidiary	(75)						(75)
Balance at May. 31, 2012	193,248	193,012	280	188,443	7,336	(3,047)	236
Balance (in shares) at May. 31, 2012			28,026,000
Increase (Decrease) in Stockholders' Equity
Net income	11,639	11,646			11,646		(7)
Other comprehensive income (loss), net of tax	(1,407)	(1,405)				(1,405)	(2)
Share-based payments	6,285	6,285		6,285
Share-based payments (in shares)			15,000
Net settlement on vesting of restricted stock units	(809)	(809)	1	(810)
Net settlement on vesting of restricted stock units (in shares)			85,000
Excess tax benefit from share-based payment compensation	495	495		495
Exercise of stock options	829	829	1	828
Exercise of stock options (in shares)			85,000
Balance at May. 31, 2013	$ 210,280	$ 210,053	$ 282	$ 195,241	$ 18,982	$ (4,452)	$ 227
Balance (in shares) at May. 31, 2013			28,211,000

Consolidated Statements of Cash Flows (USD $)	12 Months Ended
Consolidated Statements of Cash Flows (USD $)	May 31, 2013	May 31, 2012	May 31, 2011
Cash flows from operating activities
Net income	$ 11,639,000	$ 21,346,000	$ 16,336,000
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	26,647,000	22,024,000	18,592,000
Deferred income taxes	(1,732,000)	(984,000)	1,779,000
Provision for doubtful accounts	379,000	479,000	253,000
Loss on extinguishment of long-term debt		(671,000)
(Gain) loss on sale of assets	(35,000)	(90,000)	21,000
Amortization of deferred financing costs	125,000	147,000	169,000
Share-based compensation expense	6,285,000	5,097,000	3,751,000
Goodwill impairment	9,938,000
Fair value adjustments to contingent consideration liabilities	(3,727,000)	174,000
Interest rate swap			(210,000)
Foreign currency loss (gain)	3,000	(508,000)	(335,000)
Changes in operating assets and liabilities, net of effect of acquisitions
Accounts receivable	4,772,000	(18,030,000)	(22,664,000)
Inventories	525,000	(1,708,000)	(77,000)
Prepaid expenses and other current assets	(1,042,000)	(1,503,000)
Other assets	462,000	(8,000)	47,000
Accounts payable	(5,478,000)	3,149,000	1,904,000
Accrued expenses and other liabilities	(3,832,000)	5,524,000	6,203,000
Income taxes payable	(1,426,000)	(3,036,000)	(515,000)
Net cash provided by operating activities	43,503,000	31,402,000	25,254,000
Cash flows from investing activities
Purchase of property, plant and equipment	(12,530,000)	(9,592,000)	(10,075,000)
Purchase of intangible assets	(993,000)	(813,000)	(520,000)
Acquisition of businesses, net of cash acquired	(33,122,000)	(29,216,000)	(26,195,000)
Proceeds from sale of equipment	1,166,000	2,109,000	312,000
Net cash used in investing activities	(45,479,000)	(37,512,000)	(36,478,000)
Cash flows from financing activities
Repayment of capital lease obligations	(6,972,000)	(6,984,000)	(6,230,000)
Repayment of long-term debt	(5,075,000)	(12,346,000)	(7,141,000)
Net (repayments) borrowings from former revolver		(3,850,000)	3,850,000
Net borrowings from current revolver	14,568,000	25,000,000
Net (repayments) proceeds from other short-term borrowings		(1,868,000)	45,000
Payment of financing costs		(623,000)
Proceeds from capital contribution from noncontrolling interests			21,000
Purchase of remaining noncontrolling interest in subsidiary		(75,000)
Net proceeds from issuance of common stock			14,682,000
Payment of contingent consideration for business acquisitions	(1,892,000)
Taxes paid related to net share settlement of equity awards	(809,000)	(283,000)
Excess tax benefit from share-based payment compensation	495,000	554,000	22,000
Proceeds from the exercise of stock options	829,000	2,484,000	95,000
Net cash provided by financing activities	1,144,000	2,009,000	5,344,000
Effect of exchange rate changes on cash and cash equivalents	224,000	1,632,000	722,000
Net change in cash and cash equivalents	(608,000)	(2,469,000)	(5,158,000)
Cash and cash equivalents:
Beginning of period	8,410,000	10,879,000	16,037,000
End of period	7,802,000	8,410,000	10,879,000
Supplemental disclosure of cash paid
Interest	3,144,000	2,749,000	2,783,000
Income taxes	15,639,000	14,871,000	9,257,000
Noncash investing and financing
Equipment acquired through capital lease obligations	3,886,000	9,504,000	6,403,000
Issuance of notes payable and other debt obligations primarily related to acquisitions	$ 7,715,000	$ 3,340,000	$ 10,407,000

Description of Business and Basis of Presentation	12 Months Ended
Description of Business and Basis of Presentation	May 31, 2013
Description of Business and Basis of Presentation
Description of Business and Basis of Presentation	1. Description of Business and Basis of Presentation *Description of Business* Mistras Group, Inc. and subsidiaries (the Company) is a leading “one source” global provider of technology-enabled asset protection solutions used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure. The Company combines industry-leading products and technologies, expertise in mechanical integrity (MI) and non-destructive testing (NDT) services and proprietary data analysis software to deliver a comprehensive portfolio of customized solutions, ranging from routine inspections to complex, plant-wide asset integrity assessments and management. These mission critical solutions enhance customers’ ability to extend the useful life of their assets, increase productivity, minimize repair costs, comply with governmental safety and environmental regulations, manage risk and avoid catastrophic disasters. The Company serves a global customer base of companies with asset-intensive infrastructure, including companies in the oil and gas, fossil and nuclear power, alternative and renewable energy, public infrastructure, chemicals, aerospace and defense, transportation, primary metals and metalworking, pharmaceuticals and food processing industries. *Principles of Consolidation* The accompanying consolidated financial statements include the accounts of Mistras Group, Inc. and its wholly and majority-owned subsidiaries. Where the Company’s ownership interest is less than 100%, the noncontrolling interests are reported in stockholders’ equity in the accompanying consolidated balance sheets. The noncontrolling interests in net income, net of tax, is classified separately in the accompanying consolidated statements of income. All significant intercompany accounts and transactions have been eliminated in consolidation. Mistras Group, Inc.’s and its subsidiaries’ fiscal years end on May 31 except for the subsidiaries in the International segment, which end on April 30. Accordingly, the Company’s International segment subsidiaries are consolidated on a one-month lag. Therefore, in the quarter and year of acquisition, results of acquired subsidiaries in the International segment are generally included in consolidated results for one less month than the actual number of months from the acquisition date to the end of the reporting period. Management does not believe that any events occurred during the one-month lag period that would have a material effect on the Company’s consolidated financial statements as of or for any period presented. Reference to a fiscal year means the fiscal year ended May 31. *Reclassifications* Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have a material effect on the Company’s financial condition or results of operations as previously reported. In fiscal 2013, the Company reclassified amounts related to interest accretion imputed on its acquisition-related contingent consideration liabilities from interest expense to acquisition-related expense, net, which is a component of income from operations. During fiscal 2012, the amount reclassified was $0.7 million. During fiscal 2011, there was no expense related to interest accretion imputed on our acquisition-related contingent consideration liabilities. See Note 8 — Acquisitions for further discussion with regards to acquisition related expense, net.

Summary of Significant Accounting Policies

12 Months Ended

May 31, 2013

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Revenue Recognition

Revenue is generally recognized when persuasive evidence of an arrangement exists, services have been rendered or products have been delivered, the fee is fixed or determinable, and collectability is reasonably assured. The following revenue recognition policies define the manner in which we account for specific transaction types:

Services

Revenue is primarily derived from providing services on a time and material basis. Service arrangements generally consist of inspection professionals working under contract for a fixed period of time or on a specific customer project. Revenue is generally recognized when the service is performed in accordance with terms of each customer arrangement, upon completion of the earnings process and when collection is reasonably assured. At the end of any reporting period, revenue is accrued for services that have been earned which have not yet been billed. Reimbursable costs, including those related to travel and out-of-pocket expenses, are included in revenue, and equivalent amounts of reimbursable costs are included in cost of services.

Products and Systems

Sales of products and systems are recorded when the sales price is fixed and determinable and the risks and rewards of ownership are transferred generally upon shipment) and when collectability is reasonably assured.

These arrangements generally contain multiple elements or deliverables, such as hardware software (that is essential to the functionality of the hardware) and related services. The Company recognizes revenue for delivered elements as separate units of accounting, when the delivered elements have standalone value, uncertainties regarding customer acceptance are resolved and there are no refund or return rights for the delivered elements. The Company establishes the selling prices for each deliverable based on its, vendor-specific objective evidence (“VSOE”), if available, third-party evidence, if VSOE is not available, or estimated selling price (“ESP”) if neither VSOE nor third-party evidence is available. The Company establishes VSOE of selling price using the price charged for a deliverable when sold separately and, in rare instances, using the price established by management having the relevant authority. Third-party evidence of selling price is established by evaluating largely similar and interchangeable competitor products or services in standalone sales to similarly situated customers. The Company determines ESP, by considering Internal factors such as margin objectives, pricing practices and controls, customer segment pricing strategies and the product life cycle. Consideration is also given to market conditions such as competitor pricing strategies and Industry technology life cycles. When determining ESP, the Company applies management judgment to establish margin objectives and pricing strategies and to evaluate market conditions and product life cycles. Changes in the aforementioned factors may result in a different allocation of revenue to the deliverables in multiple element arrangements and therefore may change the pattern and timing of revenue recognition for these elements, but will not change the total revenue recognized for the arrangement.

A portion of the Company’s revenue is generated from engineering and manufacturing of custom products under long-term contracts that may last from several months to several years, depending on the contract. Revenues from long-term contracts are recognized on the percentage-of-completion method of accounting. Under the percentage-of-completion method of accounting revenues are recognized as work is performed. The percentage of completion at any point in time is based on total costs or total labor dollars incurred to date in relation to the total estimated costs or total labor dollars estimated at completion. The percentage of completion is then applied to the total contract revenue to determine the amount of revenue to be recognized in the period. Application of the percentage-of-completion method of accounting requires the use of estimates of costs to be incurred for the performance of the contract. Contract costs include all direct materials, direct labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and all costs associated with operation of equipment. The cost estimation process is based upon the professional knowledge and experience of our engineers, project managers and financial professionals. Factors that are considered in estimating the work to be completed include the availability and productivity of labor, the nature and complexity of the work to be performed, the effect of change orders, the availability of materials, the effect of any delays in our project performance and the recoverability of any claims. Whenever revisions of estimated contract costs and 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.

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires that the Company make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. The accounting policies that the Company believes require more significant estimates and assumptions include: revenue recognition, valuations of accounts receivable, long lived assets, goodwill, and deferred tax assets and uncertain tax positions. The Company bases its estimates and assumption on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates, which may cause the Company’s future results to be significantly affected.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are stated net of an allowance for doubtful accounts and sales allowances. Outstanding accounts receivable balances are reviewed periodically, and allowances are provided at such time that management believes it is probable that such balances will not be collected within a reasonable period of time. The Company extends credit to its customers based upon credit evaluations in the normal course of business, primarily with 30-day terms. Bad debts are provided for based on historical experience and management’s evaluation of outstanding accounts receivable. Accounts are generally written off when they are deemed uncollectible.

Inventories

Inventories are stated at the lower of cost, as determined by using the first-in, first-out method, or market. Work in process and finished goods inventory include material, direct labor, variable costs and overhead.

Software Costs

Costs that are related to the conceptual formulation and design of licensed programs are expensed as research and engineering. For programs the Company licenses to customers, the Company capitalizes costs that are incurred between the date technological feasibility has been established and the date that the product becomes available for sale. Capitalized amounts are amortized using the straight-line basis over three years, which is the estimated life of the related software. The Company performs periodic reviews to ensure that unamortized program costs remain recoverable from future revenues. Costs to support or service these licensed programs are expensed as the costs are incurred.

The Company capitalizes certain costs that are incurred to purchase or to create and implement internal-use software, which includes software coding, installation and testing. Capitalized costs are amortized on a straight-line basis over three years, the estimated useful life of the software.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation of property, plant and equipment is computed utilizing the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is computed utilizing the straight-line method over the shorter of the remaining lease term or estimated useful life. Repairs and maintenance costs are expensed as incurred.

Goodwill

Goodwill represents the excess purchase price of acquired businesses over the fair values attributed to underlying net tangible assets and identifiable intangible assets. We test the carrying value of goodwill for impairment at a “reporting unit” level (which for the Company is represented by (i) our Services segment, (ii) our Products and Systems segment, and (iii) the European component and (iv) Brazilian component of our International segment), using a two-step approach, annually as of March 1, or whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. If the fair value of a reporting unit is less than its carrying value, this is an indicator that the goodwill assigned to that reporting unit may be impaired. In this case, a second step is performed to allocate the fair value of the reporting unit to the assets and liabilities of the reporting unit as if it had just been acquired in a business combination, and as if the purchase price was equivalent to the fair value of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is referred to as the implied fair value of goodwill. The implied fair value of the reporting unit’s goodwill is then compared to the actual carrying value of goodwill. If the implied fair value is less than the carrying value, we would be required to recognize an impairment loss for that excess. We consider the income and market approaches to estimating the fair value of our reporting units, which requires significant judgment in evaluation of, among other things, economic and industry trends, estimated future cash flows, discount rates and other factors.

As of May 31, 2013, the carrying amount of our goodwill was approximately $115.3 million, of which approximately $40.8 million relates to our International segment. A significant portion of our international operations are concentrated in our Europe and Brazil reporting units. The economic environments in Europe and Brazil were difficult in 2013. As a result of a contraction in the Brazilian economy (specifically in the oil and gas industry), in the fourth quarter of fiscal 2013 we recognized goodwill impairment in our Brazil reporting unit of approximately $9.9 million. Significant deterioration in industry or economic trends, disruptions to our business, inability to effectively integrate acquired businesses, or other factors, may cause further impairment charges to goodwill in future periods.

Impairment of Long-lived Assets

The Company reviews the recoverability of its long-lived assets on a periodic basis in order to identify indicators of a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future undiscounted cash flows. If the total expected future undiscounted cash flows are less than the carrying amount of the assets, a loss is recognized for the difference between fair value (computed based upon the expected future discounted cash flows) and the carrying value of the assets.

Shipping and Handling Costs

Shipping and handling costs are included in cost of revenues.

Taxes Collected from Customers

Taxes collected from customers and remitted to governmental authorities are presented in the consolidated statements of income on a net basis.

Research and Engineering

Research and product development costs are expensed as incurred.

Advertising, Promotions and Marketing

The costs for advertising, promotion and marketing programs are expensed as incurred and are included in selling, general and administrative expenses. Advertising expense was approximately $1.7 million, $1.1 million and $0.8 million for fiscal 2013, 2012 and 2011, respectively.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and other financial current assets and liabilities approximate fair value based on the short-term nature of the items. The carrying value of long-term debt approximates fair value assessment. The fair value of the Company’s notes payable and capital lease obligations approximate their carrying amounts as those obligations bear interest at rates which management believes would currently be available to the Company for similar obligations.

Foreign Currency Translation

The financial position and results of operations of the Company’s foreign subsidiaries are measured using their functional currencies, which in all cases, is their local currency. Assets and liabilities of foreign subsidiaries are translated into the U.S. Dollar at the exchange rates in effect at the balance sheet date. Income and expenses are translated at the average exchange rate during the period. Translation gains and losses are reported as a component of other comprehensive income for the period and included in accumulated other comprehensive income within stockholders’ equity.

Foreign currency (gains) and losses arising from transactions denominated in currencies other than the functional currency are included in net income reported in SG&A expenses and were approximately $0.1 million, ($0.5) million and ($0.3) million in fiscal 2013, 2012 and 2011, respectively.

Derivative Financial Instruments

The Company recognizes its derivatives as either assets or liabilities, measures those instruments at fair value and recognizes the changes in fair value of the derivative in net income or other comprehensive income, as appropriate. Prior to fiscal 2013, the Company hedged a portion of its variable rate interest payments on debt using interest rate swap contracts to convert variable payments into fixed payments. The Company did not apply hedge accounting to their interest rate swap contracts. Changes in the fair value of these instruments were reported as a component of interest expense. As of May 31, 2013 and 2012, the Company had no outstanding interest rate swap contracts.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. At times, cash deposits may exceed the limits insured by the Federal Deposit Insurance Corporation. The Company believes it is not exposed to any significant credit risk or risk of nonperformance of financial institutions.

The Company has one customer, BP p.l.c. (BP), which accounted for 11%, 16% and 18% of revenues for fiscal 2013, 2012 and 2011, respectively. Accounts receivable from this customer was approximately 9% of total accounts receivable, net, at May 31, 2013 and 2012, respectively. The relationship with BP is comprised of separate contracts for non-destructive testing and inspection services with multiple affiliated entities within the broad BP organization. These contracts are typically negotiated locally with the specific location, are of varying lengths, have different start and end dates and differ in terms of the scope of work and nature of services provided. Most contracts are based on time and materials.

Self-Insurance

The Company is self-insured for certain losses relating to workers’ compensation and health benefits claims. The Company maintains third-party excess insurance coverage for all workers compensation and health benefit claims in excess of approximately $0.3 million to reduce its exposure from such claims. Self-insured losses are accrued when it is probable that an uninsured claim has been incurred but not reported and the amount of the loss can be reasonably estimated at the balance sheet date.

Share-based Compensation

The Company measures the cost of employee services received in exchange for an award of equity instruments based upon the grant-date fair value of the award. The Company uses the “straight-line” attribution method for allocating compensation costs and recognizes the fair value of each stock option on a straight-line basis over the vesting period of the related awards.

The Company uses the Black-Scholes option-pricing model to estimate the fair value of the share-based payment awards as of the grant date. The Black-Scholes model, is complex and dependent upon key assumptions including expected term and the estimated volatility of the Company’s stock price. Since the Company’s initial public offering (IPO) on October 7, 2009, the expected term of the Company’s stock options is generally determined using the simplified method. Expected stock price volatility is typically based on the daily historical trading data for a period equal to the expected term. Because the Company’s historical trading data only dates back to the IPO, the Company has estimated expected volatility using an analysis of the stock price volatility of comparable peer companies. Prior to the Company’s IPO, the exercise price equaled the estimated fair market value of the Company’s common stock, as determined by its board of directors. Since the Company’s IPO, the exercise price of stock option grants is determined using the closing market price of the Company’s common stock on the date of grant.

The following assumptions were used in valuing the options granted in fiscal years 2012 and 2011 (in fiscal 2013, no stock options were granted):

	For the years ended May 31,
	2012		2011

Dividend yield	0.0	%	0.0	%
Expected volatility	37	%	44	%
Risk-free interest rate	1.1	%	2.6	%
Expected term (years)	6.3		6.3

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided if it is more likely than not that some or all of a deferred income tax asset will not be realized. Financial accounting standards prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. These standards also provide guidance on de-recognition, measurement, and classification of amounts relating to uncertain tax positions, accounting for and disclosure of interest and penalties, accounting in interim periods and disclosures required. Interest and penalties related to unrecognized tax positions are recognized as incurred within “provision for income taxes” in the consolidated statements of income.

Recent Accounting Pronouncements

In February 2013, the FASB issued Accounting Standard Update (ASU) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which expands the disclosure requirements for amounts reclassified out of accumulated other comprehensive income. The update requires an entity to present either parenthetically on the face of the financial statement where net income is presented or in the notes to the financial statements, the effect of significant items reclassified in their entirety from accumulated other comprehensive income and identification of the respective line items effecting net income for instances when reclassification is required under GAAP. For items that are not required by GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures as required by GAAP. The update does not change the current requirements for reporting net income or other comprehensive income in financial statements and is effective for annual and interim reporting periods beginning after December 15, 2012. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements.

In July 2012, the FASB issued ASU 2012-02, Intangibles — Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, that is intended to reduce the cost and complexity of the impairment test for indefinite-lived intangible assets by providing an entity with the option to first assess qualitatively whether it is necessary to perform the quantitative impairment test that is currently in place. An entity would not be required to quantitatively calculate the fair value of an indefinite-lived intangible asset unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. ASU 2012-02 is effective for annual and interim impairment test beginning after September 15, 2012. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 allows an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of equity. ASU 2011-05 does not change the items that must be reported in other comprehensive income, when an item of other comprehensive income must be reclassified to net income, or the Company’s option to present components of other comprehensive income either net of related tax effects or before related tax effects, nor does it affect how earnings per share is calculated or presented. Effective June 1, 2012, the Company adopted the provisions of this standard and such adoption did not have a material impact on the Company’s consolidated financial statements.

Earnings per Share

12 Months Ended

May 31, 2013

Earnings per Share

Earnings per Share

3. Earnings per Share

Basic earnings per share is computed by dividing net income attributable to common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common shareholders 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) only the exercise of options to acquire common stock to the extent that the options’ exercise prices are less than the average market price of common shares during the period and (ii) the pro forma vesting of restricted stock units.

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

	For the year ended May 31,
	2013		2012		2011

Basic earnings per share
Numerator:
Net income attributable to Mistras Group, Inc.	$	11,646	$	21,353	$	16,431
Denominator
Weighted average common shares outstanding	28,141		27,839		26,724
Basic earnings per share	$	0.41	$	0.77	$	0.61

Diluted earnings per share:
Numerator:
Net income attributable to Mistras Group, Inc.	$	11,646	$	21,353	$	16,431
Denominator
Weighted average common shares outstanding	28,141		27,839		26,724
Dilutive effect of stock options outstanding	804		737		173
Dilutive effect of restricted stock units outstanding	161		109		36
	29,106		28,685		26,933
Diluted earnings per share	$	0.40	$	0.74	$	0.61

The following potential common shares related to options outstanding under the Company’s stock option plans were excluded from the computation of diluted earnings per share, as the effect would have been anti-dilutive:

	For the year ended May 31,
	2013	2012	2011

Potential common stock attributable to stock options outstanding	5	5	2,154

Accounts Receivable, net

12 Months Ended

May 31, 2013

Accounts Receivable, net

Accounts Receivable, net

4. Accounts Receivable, net

Accounts receivable consist of the following:

	May 31,
	2013			2012

Trade accounts receivable	$	110,438		$	106,821
Allowance for doubtful accounts	(1,884		)	(2,306		)
Accounts receivable, net	$	108,554		$	104,515

The Company had $8.1 million and $4.0 million of unbilled revenues accrued for fiscal 2013 and 2012, respectively. Unbilled revenues for fiscal 2013 are expected to be billed in the first quarter fiscal 2014.

Inventories

12 Months Ended

May 31, 2013

Inventories

Inventories

5. Inventories

Inventories consist of the following:

	May 31,
	2013		2012

Raw materials	$	3,332	$	3,054
Work in progress	2,310		2,232
Finished goods	4,355		4,287
Services-related consumable supplies	2,507		2,919
Inventory	$	12,504	$	12,492

Property, Plant and Equipment, net

12 Months Ended

May 31, 2013

Property, Plant and Equipment, net

Property, Plant and Equipment, net

6. Property, Plant and Equipment, net

Property, plant and equipment consist of the following:

	Useful Life	May 31,
	(Years)	2013			2012

Land		$	1,943		$	1,892
Building and improvements	30-40	20,973			16,950
Office furniture and equipment	5-8	7,244			6,760
Machinery and equipment	5-7	119,862			105,096

		150,022			130,698
Accumulated depreciation and amortization		(81,603		)	(67,171		)
Property, plant and equipment, net		$	68,419		$	63,527

Depreciation expense was approximately $18.9 million, $16.4 million and $13.5 million for the years ended May 31, 2013, 2012 and 2011, respectively.

Goodwill

12 Months Ended

May 31, 2013

Goodwill

Goodwill

7. Goodwill

The changes in the carrying amount of goodwill are as follows:

	Services			International			Products			Total

Balance at May 31, 2012	$	58,746		$	24,481		$	13,592		$	96,819
Goodwill acquired during the year	2,126			25,884			—			28,010
Adjustments to preliminary purchase price allocations	516			780			(395		)	901
Goodwill impairment	—			(9,938		)	—			(9,938		)
Foreign currency translation	(103		)	(419		)	—			(522		)
Balance at May 31, 2013	$	61,285		$	40,788		$	13,197		$	115,270

In the fourth quarter of fiscal 2013, as a result of a contraction in the Brazil economy, the Company experienced reduced demand for inspection services and a decline in recent and projected operating results. As a result of the completion of step one of the impairment analysis, the Company concluded that, as of March 1, 2013, the fair value of the Brazil reporting unit was below its respective carrying value and the step two analysis was performed. The Company recorded a goodwill impairment charge in the amount of $9.9 million related to Brazil which is reflected in the International segment in fiscal 2013.

Acquisitions

12 Months Ended

May 31, 2013

Acquisitions

Acquisitions

8. Acquisitions

During fiscal 2013, the Company completed the acquisition of three asset protection companies specializing in destructive and non-destructive services and inspection, and in-house component inspection. Two of these companies are intended to complement the service offerings within the International segment and to expand Mistras’ footprint in Europe. The other company, located in Canada, is intended to complement the service offerings within the Services segment. In these acquisitions, the Company acquired 100% of the common stock of each acquiree in exchange for an aggregate of approximately $35.0 million in cash and $7.7 million in notes payable over three years and accounted for such transactions in accordance with the acquisition method of accounting for business combinations. In addition to the cash and debt consideration related to these acquisitions, the Company accrued a liability of approximately $8.3 million, which represents the estimated fair value of contingent consideration expected to be payable in the event that the acquired companies achieve specific performance metrics over the next five years of operations. The total potential contingent consideration for these acquisitions ranges from zero to $14.4 million as of May 31, 2013.

Assets and liabilities of the acquired businesses were included in the consolidated balance sheets as of May 31, 2013 based on their estimated fair value on the date of acquisition as determined in a purchase price allocation, using available information and making assumptions management believes are reasonable. The results of operations of each of the acquisitions completed in fiscal 2013 are included in each respective operating segment’s results of operations from the date of acquisition. The Company’s allocation of purchase price for these acquisitions is included in the table below. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition for fiscal 2013 and 2012 acquisitions:

	2013			2012

Number of entities	3			11

Consideration transferred:
Cash paid	$	34,968		$	30,453
Subordinated notes issued	7,715			3,348
Contingent consideration	8,330			10,625

Consideration transferred	$	51,013		$	44,426

Current liabilities acquired	761			(5,773		)
Debt and other long-term liabilities	(4,540		)	(9,106		)
Property, plant and equipment	8,945			14,260
Deferred tax liability	(7,654		)	(1,746		)
Intangibles	25,491			11,934
Goodwill	28,010			34,857
Net assets acquired	$	51,013		$	44,426

The amortization period for intangible assets acquired in fiscal 2013 ranges from two to twelve years. The Company recorded approximately $28.0 million of goodwill in connection with its fiscal 2013 acquisitions, reflecting the strategic fit and revenue and earnings growth potential of these businesses. For acquisitions completed prior to fiscal 2012, substantially all of the goodwill recognized is expected to be deductible for tax purposes. However, the goodwill recorded in fiscal 2013 and 2012 relates primarily to the acquisition of the common stock of the acquiree, which is generally not deductible for tax purposes.

Revenue included in the consolidated statement of operations for fiscal 2013 from these acquisitions for the period subsequent to the closing of each transaction was approximately $44.5 million. Aggregate income from operations included in the consolidated statement of operations for fiscal 2013 from these acquisitions for the period subsequent to the closing of each transaction was approximately $0.5 million.

The unaudited pro forma information for the periods set forth below gives effect to the fiscal 2013 acquisitions as if they had occurred at the beginning of each period presented. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time (unaudited, in thousands):

	For the years ended May 31,
	2013		2012
Revenues	$	563,651	$	541,437

Income from operations	$	29,280	$	34,557

In the course of its acquisition activity, the Company incurs costs in connection with due diligence, professional fees, and other expenses. Additionally, the Company adjusts the fair value of certain acquisition-related contingent consideration liabilities on a quarterly basis. These amounts are recorded as acquisition-related expense, net, on the consolidated statements of income and were as follows for fiscal 2013 and 2012:

	For the years ended May 31,
	2013			2012
Due diligence, professional fees and other transaction costs	$	1,586		$	1,806
Adjustments to fair value of contingent consideration liabilities		(3,727	)		174
Acquisition-related expense, net	$	(2,141	)	$	1,980

The Company’s contingent consideration liabilities are recorded on the balance sheet in accrued expenses and other liabilities. Acquisition-related expense, net for the Company’s fiscal 2011 acquisition activity was insignificant.

Intangible Assets

12 Months Ended

May 31, 2013

Intangible Assets

Intangible Assets

9. Intangible Assets

The gross carrying amount and accumulated amortization of intangible assets are as follows:

		May 31,
		2013							2012

	Useful Life (Years)	Gross Amount		Accumulated Amortization			Net Carrying		Gross Amount		Accumulated Amortization			Net Carrying

Customer relationships	5-7	$	69,901	$	(27,422	)	$	42,479	$	45,050	$	(21,642	)	$	23,408
Software/Technology	3-15	14,336		(7,629		)	6,707		13,177		(6,691		)	6,486
Covenants not to compete	2-5	8,069		(7,523		)	546		7,969		(7,167		)	802
Other	2-5	5,932		(3,236		)	2,696		6,177		(2,404		)	3,773
Total		$	98,238	$	(45,810	)	$	52,428	$	72,373	$	(37,904	)	$	34,469

Amortization expense for the years ended May 31, 2013, 2012 and 2011 was approximately $7.7 million, $5.6 million and $5.0 million, respectively, including amortization of software/technology for the years ended May 31, 2013, 2012 and 2011 of $0.6 million, $0.3 million and $0.4 million, respectively.

Amortization expense in each of the five years and thereafter subsequent to May 31, 2013 related to the Company’s intangible assets is expected to be as follows:

	Expected Amortization Expense

2014	$	8,660
2015	8,375
2016	7,037
2017	5,335
2018	4,207
Thereafter	18,814
Total	$	52,428

Accrued Expenses and Other Current Liabilities

12 Months Ended

May 31, 2013

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

10. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	May 31,
	2013		2012

Accrued salaries, wages and related employee benefits	$	23,662	$	17,195
Contingent consideration	5,144		2,371
Accrued worker compensation and health benefits	3,667		3,678
Deferred revenues	2,623		5,390
Other accrued expenses	12,743		10,700
Total accrued expenses and other liabilities	$	47,839	$	39,334

Long-Term Debt

12 Months Ended

May 31, 2013

Long-Term Debt

Long-Term Debt

11. Long-Term Debt

Long-term debt consists of the following:

	May 31,
	2013			2012

Senior credit facility	$	39,567		$	25,000
Notes payable	15,740			12,532
Other	4,960			2,697
Total debt	60,267			40,229
Less: Current maturities	(7,418		)	(5,971		)
Long-term debt, net of current maturities	$	52,849		$	34,258

Senior Credit Facility

In December 2011, the Company entered into a Third Amended and Restated Credit Agreement (Credit Agreement) with Bank of America, N.A., as agent for the lenders and a lender, and JPMorgan Chase Bank, N.A., Keybank National Association and TD Bank, N.A., as lenders. The Credit Agreement provides the Company with a $125.0 million revolving line of credit, which, under certain circumstances, can be increased to $150.0 million. The Credit Agreement has a maturity date of December 20, 2016. The Company may borrow up to $30.0 million in non-U.S. Dollar currencies and use up to $10.0 million of the credit limit for the issuance of letters of credit. In December 2011, outstanding borrowings under the former credit agreement were repaid in full using proceeds from the Credit Agreement. As of May 31, 2013, there were outstanding borrowings of $39.6 million and a total of $3.3 million of outstanding letters of credit under the current revolving credit facility.

Loans under the Credit Agreement bear interest at LIBOR plus an applicable LIBOR margin ranging from 1% to 2%, or a base rate less a margin of 0.25% to 1.25%, at the option of the Company, or based upon the Company’s Funded Debt Leverage Ratio. Funded Debt Leverage Ratio is generally the ratio of (1) all outstanding indebtedness for borrowed money and other interest-bearing indebtedness as of the date of determination to (2) EBITDA (which is (a) net income, less (b) income (or plus loss) from discontinued operations and extraordinary items, plus (c) income tax expenses, plus (d) interest expense, plus (e) depreciation, depletion, and amortization (including non-cash loss on retirement of assets), plus (f) stock compensation expense, less (g) cash expense related to stock compensation, plus or minus certain other adjustments) for the period of four consecutive fiscal quarters immediately preceding the date of determination. The Company has the benefit of the lowest margin if its Funded Debt Leverage Ratio is equal to or less than 0.5 to 1, and the margin increases as the ratio increases, to the maximum margin if the ratio is greater than 2.5 to 1. The Company will also bear additional costs for market disruption, regulatory changes effecting the lenders’ funding costs, and default pricing of an additional 2% interest rate margin if the Funded Debt Leverage Ratio exceeds 3.0 to 1. Amounts borrowed under the Credit Agreement are secured by liens on substantially all of the assets of the Company.

The Credit Agreement contains financial covenants requiring that the Company maintain a Funded Debt Leverage Ratio of less than 3.0 to 1 and an Interest Coverage Ratio of at least 3.0 to 1. Interest Coverage Ratio means the ratio, as of any date of determination, of (a) EBITDA for the 12 month period immediately preceding the date of determination, to (b) all interest, premium payments, debt discount, fees, charges and related expenses of the Company and its subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, paid during the 12 month period immediately preceding the date of determination. The Credit Agreement also 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 and make distributions to stockholders, 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 its 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, if the acquired business is a separate subsidiary, in certain circumstances the lenders will receive the benefit of a guaranty of the subsidiary and liens on its assets and a pledge of its stock.

During the year ended May 31, 2012, the Company capitalized approximately $0.6 million of costs related to the new credit agreement and expensed approximately $0.1 million of deferred financing costs related to its former credit facility. Also during the year, the Company recorded a $0.8 million gain related to the early extinguishment of debt assumed in an acquisition. The accelerated amounts expensed and gain on early extinguishment, net is classified as gain on extinguishment of long-term debt in the consolidated statements of income.

Notes Payable and Other Debt

In connection with acquisitions through fiscal 2013, the Company issued subordinated notes payable to the sellers. The maturity of these notes range from three to five years from the date of acquisition with stated interest rates ranging from 0% to 4%. The Company has discounted these obligations to reflect a 2% to 4% market interest. Unamortized discount on the notes was de minimus as of May 31, 2013 and approximately $0.1 million as of May 31, 2012. Amortization is recorded as interest expense in the consolidated statements of operations.

Scheduled principal payments due under all borrowing agreements in each of the five years and thereafter subsequent to May 31, 2013 are as follows:

2014	$	7,418
2015	7,986
2016	4,012
2017	40,399
2018	130
Thereafter	322
Total	$	60,267

Obligations under Capital Leases

12 Months Ended

May 31, 2013

Obligations under Capital Leases

Obligations under Capital Leases

12. Obligations under Capital Leases

The Company leases certain office space, including its headquarters, and service equipment under capital leases, requiring monthly payments ranging from less than $1 thousand to $72 thousand, including effective interest rates that range from approximately 3% to 9% expiring through May 2019. The net book value of assets under capital lease obligations was $16.1 million and $5.9 million at May 31, 2013 and 2012, respectively.

Scheduled future minimum lease payments subsequent to May 31, 2013 are as follows:

2014	$	7,795
2015	5,598
2016	3,699
2017	1,571
2018	238
Thereafter	168
Total minimum lease payments	19,069
Less: amount representing interest	(1,380		)
Present value of minimum lease payments	17,689
Less: current portion of obligations under capital leases	(6,766		)
Obligations under capital leases, net of current portion	$	10,923

Commitments and Contingencies

12 Months Ended

May 31, 2013

Commitments and Contingencies

Commitments and Contingencies

13. Commitments and Contingencies

Operating Leases

The Company is party to various noncancelable lease agreements, primarily for its international and domestic office and lab space. Future minimum lease payments under noncancelable operating leases in each of the five years and thereafter subsequent to May 31, 2013 are as follows:

2014	$	3,708
2015	2,254
2016	1,628
2017	1,097
2018	738
Thereafter	1,202
Total	$	10,627

Total rent expense was $7.2 million, $5.4 million and $4.2 million for the years ended May 31, 2013, 2012 and 2011, respectively.

Litigation

The Company is subject to periodic lawsuits, investigations and claims that arise in the ordinary course of business. Although 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 legal proceeding to which the Company is a party will have a material adverse effect on its business, results of operations, cash flows or financial condition. The costs of defense and amounts that may be recovered in such matters may be covered by insurance.

In January 2012, the Company received notice of a governmental investigation concerning our environmental incident which occurred in February 2011 outside on the premises of its Cudahy, California location. No human injury or property damage was reported or appears to have been caused as a result of this incident, while management cannot predict the ultimate outcome of this matter, based on its internal investigation to date, the Company does not believe the outcome will have a material effect on its financial condition or results of operations.

During fiscal 2013, the Company performed radiography work on the construction of a pipeline project in Georgia. The Company has received notice that the pipeline project owner contends that certain of the x-ray images the Company’s technicians prepared regarding the project did not meet the code quality interpretation standards required by API (American Petroleum Institute) 1103. The project owner is claiming damages as a result of the alleged quality defects of the Company’s x-ray images. This matter is in the early stages and no lawsuit has yet to be filed. At the present time, the Company is unable to determine the likely outcome or reasonably estimate the amount or range of potential liability related to this matter, and accordingly, has not established any reserves for this matter.

Acquisition-related contingencies

The Company is liable for contingent consideration in connection with certain of its acquisitions. As of May 31, 2013, total potential acquisition-related contingent consideration ranged from zero to $24.6 million and would be payable upon the achievement of specific performance metrics by certain of the acquired companies over the next four years of operations. See Note 8 - Acquisitions for further discussion of the Company’s acquisitions.

Fair Value Measurements

12 Months Ended

May 31, 2013

Fair Value Measurements

Fair Value Measurements

14. Fair Value Measurements

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

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

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

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

In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company’s financial liabilities that are required to be remeasured at fair value on a recurring basis:

	May 31, 2013
	Level 1		Level 2		Level 3		Total

Liabilities:
Contingent consideration	$	—	$	—	$	15,438	$	15,438
Total Liabilities	$	—	$	—	$	15,438	$	15,438

	May 31, 2012
	Level 1		Level 2		Level 3		Total

Liabilities:
Contingent consideration	$	—	$	—	$	13,513	$	13,513
Total Liabilities	$	—	$	—	$	13,513	$	13,513

The fair value of contingent consideration liabilities that was classified as Level 3 in the table above 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 acquisition agreements.

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	May 31, 2013
Employee Benefit Plans
Employee Benefit Plans	15. Employee Benefit Plans The Company provides a 401(k) savings plan for eligible U.S. based employees. Employee contributions are discretionary up to the IRS limits each year and catch up contributions are allowed for employees 50 years of age or older. Under the 401(k) plan, employees become eligible to participate on the first day of the month after six months of continuous service. Under this plan, the Company matches 50% of the employee’s contributions up to 6% of the employee’s annual compensation, as defined by the plan. There is a five-year vesting schedule for the Company match. The Company’s contribution to the plan was approximately $2.3 million, $2.1 million and $1.9 million for the years ended May 31, 2013, 2012 and 2011, respectively. The Company participates with other employers in contributing to a union plan, which covers certain U.S. based union employees. The plan is not administered by the Company and contributions are determined in accordance with provisions of a collective bargaining agreement. The Company’s contributions to the plan were less than $0.1 million in each of the years ended May 31, 2013, 2012 and 2011. The Company has benefit plans covering certain employees in selected foreign countries. Amounts charged to expense under these plans were not significant in any year.

Income Taxes

12 Months Ended

May 31, 2013

Income Taxes

Income Taxes

16. Income Taxes

Income before provision for income taxes is as follows:

	For the year ended May 31,
	2013	2012	2011

Income before provision for income taxes from: