ADVFN Logo ADVFN

We could not find any results for:
Make sure your spelling is correct or try broadening your search.

Trending Now

Toplists

It looks like you aren't logged in.
Click the button below to log in and view your recent history.

Hot Features

Registration Strip Icon for default Register for Free to get streaming real-time quotes, interactive charts, live options flow, and more.

MG Mistras Group Inc

8.77
-0.12 (-1.35%)
24 Dec 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Mistras Group Inc NYSE:MG NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  -0.12 -1.35% 8.77 8.90 8.64 8.76 111,044 21:59:19

Form 10-Q - Quarterly report [Sections 13 or 15(d)]

02/08/2024 7:49pm

Edgar (US Regulatory)


0001436126falseDecember 312024Q225252525P5D109xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesmg:segmentxbrli:puremg:metric00014361262024-01-012024-06-3000014361262024-07-3000014361262024-06-3000014361262023-12-3100014361262024-04-012024-06-3000014361262023-04-012023-06-3000014361262023-01-012023-06-300001436126us-gaap:CommonStockMember2024-03-310001436126us-gaap:AdditionalPaidInCapitalMember2024-03-310001436126us-gaap:RetainedEarningsMember2024-03-310001436126us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310001436126us-gaap:ParentMember2024-03-310001436126us-gaap:NoncontrollingInterestMember2024-03-3100014361262024-03-310001436126us-gaap:RetainedEarningsMember2024-04-012024-06-300001436126us-gaap:ParentMember2024-04-012024-06-300001436126us-gaap:NoncontrollingInterestMember2024-04-012024-06-300001436126us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-04-012024-06-300001436126us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-300001436126us-gaap:CommonStockMember2024-04-012024-06-300001436126us-gaap:CommonStockMember2024-06-300001436126us-gaap:AdditionalPaidInCapitalMember2024-06-300001436126us-gaap:RetainedEarningsMember2024-06-300001436126us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300001436126us-gaap:ParentMember2024-06-300001436126us-gaap:NoncontrollingInterestMember2024-06-300001436126us-gaap:CommonStockMember2023-03-310001436126us-gaap:AdditionalPaidInCapitalMember2023-03-310001436126us-gaap:RetainedEarningsMember2023-03-310001436126us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-310001436126us-gaap:ParentMember2023-03-310001436126us-gaap:NoncontrollingInterestMember2023-03-3100014361262023-03-310001436126us-gaap:RetainedEarningsMember2023-04-012023-06-300001436126us-gaap:ParentMember2023-04-012023-06-300001436126us-gaap:NoncontrollingInterestMember2023-04-012023-06-300001436126us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-04-012023-06-300001436126us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-300001436126us-gaap:CommonStockMember2023-04-012023-06-300001436126us-gaap:CommonStockMember2023-06-300001436126us-gaap:AdditionalPaidInCapitalMember2023-06-300001436126us-gaap:RetainedEarningsMember2023-06-300001436126us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-300001436126us-gaap:ParentMember2023-06-300001436126us-gaap:NoncontrollingInterestMember2023-06-3000014361262023-06-300001436126us-gaap:CommonStockMember2023-12-310001436126us-gaap:AdditionalPaidInCapitalMember2023-12-310001436126us-gaap:RetainedEarningsMember2023-12-310001436126us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001436126us-gaap:ParentMember2023-12-310001436126us-gaap:NoncontrollingInterestMember2023-12-310001436126us-gaap:RetainedEarningsMember2024-01-012024-06-300001436126us-gaap:ParentMember2024-01-012024-06-300001436126us-gaap:NoncontrollingInterestMember2024-01-012024-06-300001436126us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-06-300001436126us-gaap:AdditionalPaidInCapitalMember2024-01-012024-06-300001436126us-gaap:CommonStockMember2024-01-012024-06-300001436126us-gaap:CommonStockMember2022-12-310001436126us-gaap:AdditionalPaidInCapitalMember2022-12-310001436126us-gaap:RetainedEarningsMember2022-12-310001436126us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001436126us-gaap:ParentMember2022-12-310001436126us-gaap:NoncontrollingInterestMember2022-12-3100014361262022-12-310001436126us-gaap:RetainedEarningsMember2023-01-012023-06-300001436126us-gaap:ParentMember2023-01-012023-06-300001436126us-gaap:NoncontrollingInterestMember2023-01-012023-06-300001436126us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-06-300001436126us-gaap:AdditionalPaidInCapitalMember2023-01-012023-06-300001436126us-gaap:CommonStockMember2023-01-012023-06-300001436126us-gaap:ForeignCountryMember2023-06-3000014361262024-07-012024-06-300001436126mg:OilGasMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-04-012024-06-300001436126mg:OilGasMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2024-04-012024-06-300001436126mg:OilGasMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-04-012024-06-300001436126mg:CorporateAndEliminationsMembermg:OilGasMember2024-04-012024-06-300001436126mg:OilGasMember2024-04-012024-06-300001436126mg:AerospaceandDefenseMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-04-012024-06-300001436126mg:AerospaceandDefenseMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2024-04-012024-06-300001436126mg:AerospaceandDefenseMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-04-012024-06-300001436126mg:CorporateAndEliminationsMembermg:AerospaceandDefenseMember2024-04-012024-06-300001436126mg:AerospaceandDefenseMember2024-04-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMembermg:IndustrialsMember2024-04-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:IndustrialsMembermg:InternationalMember2024-04-012024-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMembermg:IndustrialsMember2024-04-012024-06-300001436126mg:CorporateAndEliminationsMembermg:IndustrialsMember2024-04-012024-06-300001436126mg:IndustrialsMember2024-04-012024-06-300001436126mg:PowerGenerationandTransmissionMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-04-012024-06-300001436126mg:PowerGenerationandTransmissionMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2024-04-012024-06-300001436126mg:PowerGenerationandTransmissionMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-04-012024-06-300001436126mg:PowerGenerationandTransmissionMembermg:CorporateAndEliminationsMember2024-04-012024-06-300001436126mg:PowerGenerationandTransmissionMember2024-04-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMembermg:OtherProcessIndustriesMember2024-04-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:InternationalMembermg:OtherProcessIndustriesMember2024-04-012024-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMembermg:OtherProcessIndustriesMember2024-04-012024-06-300001436126mg:CorporateAndEliminationsMembermg:OtherProcessIndustriesMember2024-04-012024-06-300001436126mg:OtherProcessIndustriesMember2024-04-012024-06-300001436126mg:InfrastructureResearchandEngineeringMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-04-012024-06-300001436126mg:InfrastructureResearchandEngineeringMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2024-04-012024-06-300001436126mg:InfrastructureResearchandEngineeringMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-04-012024-06-300001436126mg:InfrastructureResearchandEngineeringMembermg:CorporateAndEliminationsMember2024-04-012024-06-300001436126mg:InfrastructureResearchandEngineeringMember2024-04-012024-06-300001436126mg:PetrochemicalMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-04-012024-06-300001436126mg:PetrochemicalMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2024-04-012024-06-300001436126mg:PetrochemicalMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-04-012024-06-300001436126mg:PetrochemicalMembermg:CorporateAndEliminationsMember2024-04-012024-06-300001436126mg:PetrochemicalMember2024-04-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMembermg:OtherProductsandServicesMember2024-04-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:OtherProductsandServicesMembermg:InternationalMember2024-04-012024-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMembermg:OtherProductsandServicesMember2024-04-012024-06-300001436126mg:CorporateAndEliminationsMembermg:OtherProductsandServicesMember2024-04-012024-06-300001436126mg:OtherProductsandServicesMember2024-04-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-04-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:InternationalMember2024-04-012024-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-04-012024-06-300001436126mg:CorporateAndEliminationsMember2024-04-012024-06-300001436126mg:OilGasMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-04-012023-06-300001436126mg:OilGasMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2023-04-012023-06-300001436126mg:OilGasMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-04-012023-06-300001436126mg:CorporateAndEliminationsMembermg:OilGasMember2023-04-012023-06-300001436126mg:OilGasMember2023-04-012023-06-300001436126mg:AerospaceandDefenseMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-04-012023-06-300001436126mg:AerospaceandDefenseMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2023-04-012023-06-300001436126mg:AerospaceandDefenseMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-04-012023-06-300001436126mg:CorporateAndEliminationsMembermg:AerospaceandDefenseMember2023-04-012023-06-300001436126mg:AerospaceandDefenseMember2023-04-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMembermg:IndustrialsMember2023-04-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:IndustrialsMembermg:InternationalMember2023-04-012023-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMembermg:IndustrialsMember2023-04-012023-06-300001436126mg:CorporateAndEliminationsMembermg:IndustrialsMember2023-04-012023-06-300001436126mg:IndustrialsMember2023-04-012023-06-300001436126mg:PowerGenerationandTransmissionMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-04-012023-06-300001436126mg:PowerGenerationandTransmissionMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2023-04-012023-06-300001436126mg:PowerGenerationandTransmissionMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-04-012023-06-300001436126mg:PowerGenerationandTransmissionMembermg:CorporateAndEliminationsMember2023-04-012023-06-300001436126mg:PowerGenerationandTransmissionMember2023-04-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMembermg:OtherProcessIndustriesMember2023-04-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:InternationalMembermg:OtherProcessIndustriesMember2023-04-012023-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMembermg:OtherProcessIndustriesMember2023-04-012023-06-300001436126mg:CorporateAndEliminationsMembermg:OtherProcessIndustriesMember2023-04-012023-06-300001436126mg:OtherProcessIndustriesMember2023-04-012023-06-300001436126mg:InfrastructureResearchandEngineeringMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-04-012023-06-300001436126mg:InfrastructureResearchandEngineeringMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2023-04-012023-06-300001436126mg:InfrastructureResearchandEngineeringMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-04-012023-06-300001436126mg:InfrastructureResearchandEngineeringMembermg:CorporateAndEliminationsMember2023-04-012023-06-300001436126mg:InfrastructureResearchandEngineeringMember2023-04-012023-06-300001436126mg:PetrochemicalMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-04-012023-06-300001436126mg:PetrochemicalMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2023-04-012023-06-300001436126mg:PetrochemicalMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-04-012023-06-300001436126mg:PetrochemicalMembermg:CorporateAndEliminationsMember2023-04-012023-06-300001436126mg:PetrochemicalMember2023-04-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMembermg:OtherProductsandServicesMember2023-04-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:OtherProductsandServicesMembermg:InternationalMember2023-04-012023-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMembermg:OtherProductsandServicesMember2023-04-012023-06-300001436126mg:CorporateAndEliminationsMembermg:OtherProductsandServicesMember2023-04-012023-06-300001436126mg:OtherProductsandServicesMember2023-04-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-04-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:InternationalMember2023-04-012023-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-04-012023-06-300001436126mg:CorporateAndEliminationsMember2023-04-012023-06-300001436126mg:OilGasMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-01-012024-06-300001436126mg:OilGasMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2024-01-012024-06-300001436126mg:OilGasMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-01-012024-06-300001436126mg:CorporateAndEliminationsMembermg:OilGasMember2024-01-012024-06-300001436126mg:OilGasMember2024-01-012024-06-300001436126mg:AerospaceandDefenseMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-01-012024-06-300001436126mg:AerospaceandDefenseMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2024-01-012024-06-300001436126mg:AerospaceandDefenseMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-01-012024-06-300001436126mg:CorporateAndEliminationsMembermg:AerospaceandDefenseMember2024-01-012024-06-300001436126mg:AerospaceandDefenseMember2024-01-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMembermg:IndustrialsMember2024-01-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:IndustrialsMembermg:InternationalMember2024-01-012024-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMembermg:IndustrialsMember2024-01-012024-06-300001436126mg:CorporateAndEliminationsMembermg:IndustrialsMember2024-01-012024-06-300001436126mg:IndustrialsMember2024-01-012024-06-300001436126mg:PowerGenerationandTransmissionMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-01-012024-06-300001436126mg:PowerGenerationandTransmissionMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2024-01-012024-06-300001436126mg:PowerGenerationandTransmissionMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-01-012024-06-300001436126mg:PowerGenerationandTransmissionMembermg:CorporateAndEliminationsMember2024-01-012024-06-300001436126mg:PowerGenerationandTransmissionMember2024-01-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMembermg:OtherProcessIndustriesMember2024-01-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:InternationalMembermg:OtherProcessIndustriesMember2024-01-012024-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMembermg:OtherProcessIndustriesMember2024-01-012024-06-300001436126mg:CorporateAndEliminationsMembermg:OtherProcessIndustriesMember2024-01-012024-06-300001436126mg:OtherProcessIndustriesMember2024-01-012024-06-300001436126mg:InfrastructureResearchandEngineeringMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-01-012024-06-300001436126mg:InfrastructureResearchandEngineeringMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2024-01-012024-06-300001436126mg:InfrastructureResearchandEngineeringMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-01-012024-06-300001436126mg:InfrastructureResearchandEngineeringMembermg:CorporateAndEliminationsMember2024-01-012024-06-300001436126mg:InfrastructureResearchandEngineeringMember2024-01-012024-06-300001436126mg:PetrochemicalMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-01-012024-06-300001436126mg:PetrochemicalMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2024-01-012024-06-300001436126mg:PetrochemicalMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-01-012024-06-300001436126mg:PetrochemicalMembermg:CorporateAndEliminationsMember2024-01-012024-06-300001436126mg:PetrochemicalMember2024-01-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMembermg:OtherProductsandServicesMember2024-01-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:OtherProductsandServicesMembermg:InternationalMember2024-01-012024-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMembermg:OtherProductsandServicesMember2024-01-012024-06-300001436126mg:CorporateAndEliminationsMembermg:OtherProductsandServicesMember2024-01-012024-06-300001436126mg:OtherProductsandServicesMember2024-01-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-01-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:InternationalMember2024-01-012024-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-01-012024-06-300001436126mg:CorporateAndEliminationsMember2024-01-012024-06-300001436126mg:OilGasMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-01-012023-06-300001436126mg:OilGasMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2023-01-012023-06-300001436126mg:OilGasMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-01-012023-06-300001436126mg:CorporateAndEliminationsMembermg:OilGasMember2023-01-012023-06-300001436126mg:OilGasMember2023-01-012023-06-300001436126mg:AerospaceandDefenseMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-01-012023-06-300001436126mg:AerospaceandDefenseMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2023-01-012023-06-300001436126mg:AerospaceandDefenseMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-01-012023-06-300001436126mg:CorporateAndEliminationsMembermg:AerospaceandDefenseMember2023-01-012023-06-300001436126mg:AerospaceandDefenseMember2023-01-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMembermg:IndustrialsMember2023-01-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:IndustrialsMembermg:InternationalMember2023-01-012023-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMembermg:IndustrialsMember2023-01-012023-06-300001436126mg:CorporateAndEliminationsMembermg:IndustrialsMember2023-01-012023-06-300001436126mg:IndustrialsMember2023-01-012023-06-300001436126mg:PowerGenerationandTransmissionMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-01-012023-06-300001436126mg:PowerGenerationandTransmissionMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2023-01-012023-06-300001436126mg:PowerGenerationandTransmissionMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-01-012023-06-300001436126mg:PowerGenerationandTransmissionMembermg:CorporateAndEliminationsMember2023-01-012023-06-300001436126mg:PowerGenerationandTransmissionMember2023-01-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMembermg:OtherProcessIndustriesMember2023-01-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:InternationalMembermg:OtherProcessIndustriesMember2023-01-012023-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMembermg:OtherProcessIndustriesMember2023-01-012023-06-300001436126mg:CorporateAndEliminationsMembermg:OtherProcessIndustriesMember2023-01-012023-06-300001436126mg:OtherProcessIndustriesMember2023-01-012023-06-300001436126mg:InfrastructureResearchandEngineeringMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-01-012023-06-300001436126mg:InfrastructureResearchandEngineeringMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2023-01-012023-06-300001436126mg:InfrastructureResearchandEngineeringMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-01-012023-06-300001436126mg:InfrastructureResearchandEngineeringMembermg:CorporateAndEliminationsMember2023-01-012023-06-300001436126mg:InfrastructureResearchandEngineeringMember2023-01-012023-06-300001436126mg:PetrochemicalMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-01-012023-06-300001436126mg:PetrochemicalMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2023-01-012023-06-300001436126mg:PetrochemicalMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-01-012023-06-300001436126mg:PetrochemicalMembermg:CorporateAndEliminationsMember2023-01-012023-06-300001436126mg:PetrochemicalMember2023-01-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMembermg:OtherProductsandServicesMember2023-01-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:OtherProductsandServicesMembermg:InternationalMember2023-01-012023-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMembermg:OtherProductsandServicesMember2023-01-012023-06-300001436126mg:CorporateAndEliminationsMembermg:OtherProductsandServicesMember2023-01-012023-06-300001436126mg:OtherProductsandServicesMember2023-01-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-01-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:InternationalMember2023-01-012023-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-01-012023-06-300001436126mg:CorporateAndEliminationsMember2023-01-012023-06-300001436126country:USus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-04-012024-06-300001436126country:USus-gaap:OperatingSegmentsMembermg:InternationalMember2024-04-012024-06-300001436126country:USmg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-04-012024-06-300001436126mg:CorporateAndEliminationsMembercountry:US2024-04-012024-06-300001436126country:US2024-04-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMembermg:OtherAmericasMember2024-04-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:OtherAmericasMembermg:InternationalMember2024-04-012024-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMembermg:OtherAmericasMember2024-04-012024-06-300001436126mg:CorporateAndEliminationsMembermg:OtherAmericasMember2024-04-012024-06-300001436126mg:OtherAmericasMember2024-04-012024-06-300001436126srt:EuropeMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-04-012024-06-300001436126srt:EuropeMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2024-04-012024-06-300001436126mg:ProductsandSystemsMembersrt:EuropeMemberus-gaap:OperatingSegmentsMember2024-04-012024-06-300001436126mg:CorporateAndEliminationsMembersrt:EuropeMember2024-04-012024-06-300001436126srt:EuropeMember2024-04-012024-06-300001436126srt:AsiaPacificMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-04-012024-06-300001436126srt:AsiaPacificMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2024-04-012024-06-300001436126srt:AsiaPacificMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-04-012024-06-300001436126srt:AsiaPacificMembermg:CorporateAndEliminationsMember2024-04-012024-06-300001436126srt:AsiaPacificMember2024-04-012024-06-300001436126country:USus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-04-012023-06-300001436126country:USus-gaap:OperatingSegmentsMembermg:InternationalMember2023-04-012023-06-300001436126country:USmg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-04-012023-06-300001436126mg:CorporateAndEliminationsMembercountry:US2023-04-012023-06-300001436126country:US2023-04-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMembermg:OtherAmericasMember2023-04-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:OtherAmericasMembermg:InternationalMember2023-04-012023-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMembermg:OtherAmericasMember2023-04-012023-06-300001436126mg:CorporateAndEliminationsMembermg:OtherAmericasMember2023-04-012023-06-300001436126mg:OtherAmericasMember2023-04-012023-06-300001436126srt:EuropeMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-04-012023-06-300001436126srt:EuropeMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2023-04-012023-06-300001436126mg:ProductsandSystemsMembersrt:EuropeMemberus-gaap:OperatingSegmentsMember2023-04-012023-06-300001436126mg:CorporateAndEliminationsMembersrt:EuropeMember2023-04-012023-06-300001436126srt:EuropeMember2023-04-012023-06-300001436126srt:AsiaPacificMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-04-012023-06-300001436126srt:AsiaPacificMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2023-04-012023-06-300001436126srt:AsiaPacificMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-04-012023-06-300001436126srt:AsiaPacificMembermg:CorporateAndEliminationsMember2023-04-012023-06-300001436126srt:AsiaPacificMember2023-04-012023-06-300001436126country:USus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-01-012024-06-300001436126country:USus-gaap:OperatingSegmentsMembermg:InternationalMember2024-01-012024-06-300001436126country:USmg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-01-012024-06-300001436126mg:CorporateAndEliminationsMembercountry:US2024-01-012024-06-300001436126country:US2024-01-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMembermg:OtherAmericasMember2024-01-012024-06-300001436126us-gaap:OperatingSegmentsMembermg:OtherAmericasMembermg:InternationalMember2024-01-012024-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMembermg:OtherAmericasMember2024-01-012024-06-300001436126mg:CorporateAndEliminationsMembermg:OtherAmericasMember2024-01-012024-06-300001436126mg:OtherAmericasMember2024-01-012024-06-300001436126srt:EuropeMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-01-012024-06-300001436126srt:EuropeMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2024-01-012024-06-300001436126mg:ProductsandSystemsMembersrt:EuropeMemberus-gaap:OperatingSegmentsMember2024-01-012024-06-300001436126mg:CorporateAndEliminationsMembersrt:EuropeMember2024-01-012024-06-300001436126srt:EuropeMember2024-01-012024-06-300001436126srt:AsiaPacificMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-01-012024-06-300001436126srt:AsiaPacificMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2024-01-012024-06-300001436126srt:AsiaPacificMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-01-012024-06-300001436126srt:AsiaPacificMembermg:CorporateAndEliminationsMember2024-01-012024-06-300001436126srt:AsiaPacificMember2024-01-012024-06-300001436126country:USus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-01-012023-06-300001436126country:USus-gaap:OperatingSegmentsMembermg:InternationalMember2023-01-012023-06-300001436126country:USmg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-01-012023-06-300001436126mg:CorporateAndEliminationsMembercountry:US2023-01-012023-06-300001436126country:US2023-01-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMembermg:OtherAmericasMember2023-01-012023-06-300001436126us-gaap:OperatingSegmentsMembermg:OtherAmericasMembermg:InternationalMember2023-01-012023-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMembermg:OtherAmericasMember2023-01-012023-06-300001436126mg:CorporateAndEliminationsMembermg:OtherAmericasMember2023-01-012023-06-300001436126mg:OtherAmericasMember2023-01-012023-06-300001436126srt:EuropeMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-01-012023-06-300001436126srt:EuropeMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2023-01-012023-06-300001436126mg:ProductsandSystemsMembersrt:EuropeMemberus-gaap:OperatingSegmentsMember2023-01-012023-06-300001436126mg:CorporateAndEliminationsMembersrt:EuropeMember2023-01-012023-06-300001436126srt:EuropeMember2023-01-012023-06-300001436126srt:AsiaPacificMemberus-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-01-012023-06-300001436126srt:AsiaPacificMemberus-gaap:OperatingSegmentsMembermg:InternationalMember2023-01-012023-06-300001436126srt:AsiaPacificMembermg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-01-012023-06-300001436126srt:AsiaPacificMembermg:CorporateAndEliminationsMember2023-01-012023-06-300001436126srt:AsiaPacificMember2023-01-012023-06-300001436126mg:LongTermIncentivePlan2016Member2022-05-232022-05-230001436126mg:LongTermIncentivePlan2016Member2022-05-230001436126mg:LongTermIncentivePlan2016Member2024-06-300001436126us-gaap:EmployeeStockOptionMembermg:InterimPresidentAndCEOMember2023-10-112023-10-110001436126us-gaap:CommonStockMembersrt:DirectorMember2024-01-012024-06-300001436126us-gaap:CommonStockMembersrt:DirectorMember2023-01-012023-06-300001436126us-gaap:RestrictedStockUnitsRSUMember2024-04-012024-06-300001436126us-gaap:RestrictedStockUnitsRSUMember2023-04-012023-06-300001436126us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-06-300001436126us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-06-300001436126us-gaap:RestrictedStockUnitsRSUMember2024-06-300001436126us-gaap:RestrictedStockUnitsRSUMember2023-12-310001436126us-gaap:RestrictedStockUnitsRSUMember2022-12-310001436126us-gaap:RestrictedStockUnitsRSUMember2023-06-300001436126us-gaap:PerformanceSharesMembersrt:MinimumMembermg:ExecutiveAndSeniorOfficersMember2024-06-300001436126us-gaap:PerformanceSharesMembermg:ExecutiveAndSeniorOfficersMembersrt:MaximumMember2024-06-300001436126us-gaap:PerformanceSharesMembermg:ExecutiveAndSeniorOfficersMember2024-01-012024-06-300001436126us-gaap:PerformanceSharesMembersrt:ExecutiveOfficerMember2024-01-012024-06-300001436126us-gaap:PerformanceSharesMember2023-12-310001436126us-gaap:PerformanceSharesMember2022-12-310001436126us-gaap:PerformanceSharesMember2024-01-012024-06-300001436126us-gaap:PerformanceSharesMember2023-01-012023-06-300001436126us-gaap:PerformanceSharesMember2024-06-300001436126us-gaap:PerformanceSharesMember2023-06-300001436126us-gaap:PerformanceSharesMember2024-04-012024-06-300001436126us-gaap:PerformanceSharesMember2023-04-012023-06-300001436126us-gaap:PerformanceSharesMembermg:ExecutiveAndSeniorOfficersMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2024-01-012024-06-300001436126us-gaap:PerformanceSharesMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMembermg:ExecutiveAndSeniorOfficersMember2024-01-012024-06-300001436126us-gaap:ShareBasedCompensationAwardTrancheThreeMemberus-gaap:PerformanceSharesMembermg:ExecutiveAndSeniorOfficersMember2024-01-012024-06-300001436126us-gaap:PerformanceSharesMembermg:SharebasedCompensationAwardTrancheFourMembermg:ExecutiveAndSeniorOfficersMember2024-01-012024-06-300001436126us-gaap:RestrictedStockMember2023-01-012023-06-300001436126us-gaap:LandMember2024-06-300001436126us-gaap:LandMember2023-12-310001436126srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2024-06-300001436126srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2024-06-300001436126us-gaap:BuildingAndBuildingImprovementsMember2024-06-300001436126us-gaap:BuildingAndBuildingImprovementsMember2023-12-310001436126srt:MinimumMembermg:OfficeFurnitureAndEquipmentMember2024-06-300001436126srt:MaximumMembermg:OfficeFurnitureAndEquipmentMember2024-06-300001436126mg:OfficeFurnitureAndEquipmentMember2024-06-300001436126mg:OfficeFurnitureAndEquipmentMember2023-12-310001436126srt:MinimumMemberus-gaap:MachineryAndEquipmentMember2024-06-300001436126srt:MaximumMemberus-gaap:MachineryAndEquipmentMember2024-06-300001436126us-gaap:MachineryAndEquipmentMember2024-06-300001436126us-gaap:MachineryAndEquipmentMember2023-12-310001436126mg:NorthAmericaSegmentMember2023-12-310001436126mg:InternationalMember2023-12-310001436126mg:ProductsandSystemsMember2023-12-310001436126mg:NorthAmericaSegmentMember2024-01-012024-06-300001436126mg:InternationalMember2024-01-012024-06-300001436126mg:ProductsandSystemsMember2024-01-012024-06-300001436126mg:NorthAmericaSegmentMember2024-06-300001436126mg:InternationalMember2024-06-300001436126mg:ProductsandSystemsMember2024-06-300001436126mg:InternationalMember2023-07-012023-09-300001436126srt:MinimumMemberus-gaap:CustomerRelationshipsMember2024-06-300001436126srt:MaximumMemberus-gaap:CustomerRelationshipsMember2024-06-300001436126us-gaap:CustomerRelationshipsMember2024-06-300001436126us-gaap:CustomerRelationshipsMember2023-12-310001436126srt:MinimumMemberus-gaap:ComputerSoftwareIntangibleAssetMember2024-06-300001436126us-gaap:ComputerSoftwareIntangibleAssetMembersrt:MaximumMember2024-06-300001436126us-gaap:ComputerSoftwareIntangibleAssetMember2024-06-300001436126us-gaap:ComputerSoftwareIntangibleAssetMember2023-12-310001436126srt:MinimumMemberus-gaap:NoncompeteAgreementsMember2024-06-300001436126srt:MaximumMemberus-gaap:NoncompeteAgreementsMember2024-06-300001436126us-gaap:NoncompeteAgreementsMember2024-06-300001436126us-gaap:NoncompeteAgreementsMember2023-12-310001436126us-gaap:OtherIntangibleAssetsMembersrt:MinimumMember2024-06-300001436126us-gaap:OtherIntangibleAssetsMembersrt:MaximumMember2024-06-300001436126us-gaap:OtherIntangibleAssetsMember2024-06-300001436126us-gaap:OtherIntangibleAssetsMember2023-12-310001436126us-gaap:RevolvingCreditFacilityMember2024-06-300001436126us-gaap:RevolvingCreditFacilityMember2023-12-310001436126mg:TermALoanFacilityMemberus-gaap:RevolvingCreditFacilityMember2024-06-300001436126mg:TermALoanFacilityMemberus-gaap:RevolvingCreditFacilityMember2023-12-310001436126mg:OtherLongTermDebtMember2024-06-300001436126mg:OtherLongTermDebtMember2023-12-310001436126us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembermg:CreditAgreementMember2022-08-010001436126us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembermg:CreditAgreementMember2022-08-012022-08-010001436126us-gaap:LineOfCreditMemberus-gaap:SecuredDebtMembermg:CreditAgreementMember2022-08-010001436126us-gaap:LineOfCreditMemberus-gaap:LetterOfCreditMembermg:CreditAgreementMember2022-08-010001436126us-gaap:LineOfCreditMembermg:VariableRateComponentMembersrt:MinimumMembermg:CreditAgreementMember2022-08-012022-08-010001436126us-gaap:LineOfCreditMembermg:VariableRateComponentMembersrt:MaximumMembermg:CreditAgreementMember2022-08-012022-08-010001436126us-gaap:LineOfCreditMembermg:CreditAgreementMember2022-08-010001436126us-gaap:LineOfCreditMembermg:CreditAgreementMembermg:DebtCovenantPeriodOneMember2022-08-012022-08-010001436126us-gaap:LineOfCreditMembermg:DebtCovenantPeriodTwoMembermg:CreditAgreementMember2022-08-012022-08-010001436126us-gaap:LineOfCreditMembermg:CreditAgreementMember2022-08-012022-08-010001436126us-gaap:LineOfCreditMembermg:DebtCovenantPeriodThreeMembermg:CreditAgreementMember2022-08-012022-08-010001436126us-gaap:LineOfCreditMembermg:DebtCovenantPeriodFourMembermg:CreditAgreementMember2022-08-012022-08-010001436126mg:DebtCovenantPeriodFiveMemberus-gaap:LineOfCreditMembermg:CreditAgreementMember2022-08-012022-08-010001436126srt:MinimumMembermg:OtherLongTermDebtMember2024-01-012024-06-300001436126srt:MaximumMembermg:OtherLongTermDebtMember2024-01-012024-06-300001436126srt:MinimumMembermg:OtherLongTermDebtMember2024-06-300001436126srt:MaximumMembermg:OtherLongTermDebtMember2024-06-300001436126us-gaap:FairValueInputsLevel3Membermg:ContingentConsiderationMember2023-12-310001436126us-gaap:FairValueInputsLevel3Membermg:ContingentConsiderationMember2022-12-310001436126us-gaap:FairValueInputsLevel3Membermg:ContingentConsiderationMember2024-01-012024-06-300001436126us-gaap:FairValueInputsLevel3Membermg:ContingentConsiderationMember2023-01-012023-06-300001436126us-gaap:FairValueInputsLevel3Membermg:ContingentConsiderationMember2024-06-300001436126us-gaap:FairValueInputsLevel3Membermg:ContingentConsiderationMember2023-06-300001436126us-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMember2024-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2024-06-300001436126us-gaap:OperatingSegmentsMembermg:NorthAmericaSegmentMember2023-12-310001436126us-gaap:OperatingSegmentsMembermg:InternationalMember2024-06-300001436126us-gaap:OperatingSegmentsMembermg:InternationalMember2023-12-310001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2024-06-300001436126mg:ProductsandSystemsMemberus-gaap:OperatingSegmentsMember2023-12-310001436126mg:CorporateAndEliminationsMember2024-06-300001436126mg:CorporateAndEliminationsMember2023-12-310001436126mg:MichaelLangeMember2024-04-012024-06-300001436126mg:MichaelLangeMember2024-06-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024
 
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to __
 
Commission file number 001-34481

Mistras Group, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 22-3341267
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
   
195 Clarksville Road
Princeton Junction,New Jersey 08550
(Address of principal executive offices) (Zip Code)
 
(609) 716-4000

(Registrant’s telephone number, including area code) 
 
 

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueMGNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
ý Yes  o No
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
ý Yes  o No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o 
Accelerated filer
x
Non-accelerated filer
o 
Smaller reporting company
 Emerging Growth Company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 Yes  ý No


As of July 30, 2024, the registrant had 30,977,420 shares of common stock outstanding.




TABLE OF CONTENTS
 
 PAGE
 
  
 
    
  
    
  
Unaudited Condensed Consolidated Statements of Income (Loss) for the three and six months ended June 30, 2024 and June 30, 2023
    
  
    
Unaudited Condensed Consolidated Statements of Equity for the three and six months ended June 30, 2024 and June 30, 2023
  
    
  
    
 
    
 
    
 
  
 
  
 
    
 
    
 
    
 
    
 
    
 
    
 
  
 
i

PART I—FINANCIAL INFORMATION
 
ITEM 1.    Financial Statements
 


Mistras Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share data)
June 30, 2024December 31, 2023
ASSETS 
Current Assets  
Cash and cash equivalents$17,177 $17,646 
Accounts receivable, net149,958 132,847 
Inventories14,944 15,283 
Prepaid expenses and other current assets11,384 14,580 
Total current assets193,463 180,356 
Property, plant and equipment, net78,785 80,972 
Intangible assets, net41,712 43,994 
Goodwill184,988 187,354 
Deferred income taxes3,657 2,316 
Other assets45,542 39,784 
Total assets$548,147 $534,776 
LIABILITIES AND EQUITY  
Current Liabilities  
Accounts payable$13,759 $17,032 
Accrued expenses and other current liabilities85,727 84,331 
Current portion of long-term debt10,021 8,900 
Current portion of finance lease obligations4,645 5,159 
Income taxes payable394 1,101 
Total current liabilities114,546 116,523 
Long-term debt, net of current portion189,692 181,499 
Obligations under finance leases, net of current portion10,864 11,261 
Deferred income taxes2,571 2,552 
Other long-term liabilities37,000 32,438 
Total liabilities354,673 344,273 
Commitments and contingencies (Note 14)
Equity  
Preferred stock, 10,000,000 shares authorized
  
Common stock, $0.01 par value, 200,000,000 shares authorized, 30,977,420 and 30,597,633 shares issued and outstanding
385 305 
Additional paid-in capital248,524 247,165 
Accumulated deficit(21,578)(28,942)
Accumulated other comprehensive loss(34,181)(28,336)
Total Mistras Group, Inc. stockholders’ equity193,150 190,192 
Non-controlling interests324 311 
Total equity193,474 190,503 
Total liabilities and equity$548,147 $534,776 
 
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.



Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Income (Loss)
(in thousands, except per share data)
 Three months ended June 30,Six months ended June 30,
 2024202320242023
  
Revenue$189,773 $176,030 $374,215 $344,046 
Cost of revenue127,760 120,442 255,179 236,493 
Depreciation5,897 5,866 11,831 11,754 
Gross profit56,116 49,722 107,205 95,799 
Selling, general and administrative expenses40,957 41,484 82,144 84,305 
Reorganization and other costs518 1,240 2,075 3,316 
Legal settlement and insurance recoveries, net60 150 60 150 
Research and engineering231 511 575 991 
Depreciation and amortization2,391 2,443 4,839 4,969 
Acquisition-related expense, net 1 1 3 
Income from operations11,959 3,893 17,511 2,065 
Interest expense4,413 3,858 8,842 7,927 
Income (loss) before provision (benefit) for income taxes7,546 35 8,669 (5,862)
Provision (benefit) for income taxes1,173 (341)1,292 (1,260)
Net Income (Loss)6,373 376 7,377 (4,602)
Less: net income attributable to noncontrolling interests, net of taxes4 39 13 47 
Net Income (Loss) attributable to Mistras Group, Inc.$6,369 $337 $7,364 $(4,649)
Earnings (loss) per common share  
Basic$0.21 $0.01 $0.24 $(0.15)
Diluted$0.20 $0.01 $0.23 $(0.15)
Weighted-average common shares outstanding:  
Basic30,979 30,368 30,842 30,214 
Diluted31,293 30,660 31,358 30,214 
 
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.



Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
 
 Three months ended June 30,Six Months Ended June 30,
 2024202320242023
Net Income (loss)$6,373 $376 $7,377 $(4,602)
Other comprehensive loss:  
Foreign currency translation adjustments(1,616)3,082 (5,845)4,355 
Comprehensive Income (loss)4,757 3,458 1,532 (247)
Less: net income attributable to noncontrolling interest4 39 13 47 
Comprehensive Income (loss) attributable to Mistras Group, Inc$4,753 $3,419 $1,519 $(294)
 
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.



Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Equity
(in thousands)
Three months ended
Common StockAdditional
paid-in capital
Retained
earnings
(deficit)
Accumulated
other
comprehensive income (loss)
Total
Mistras Group,
Inc.
Stockholders’ Equity
Noncontrolling Interest 
SharesAmountTotal Equity
Balance at March 31, 202430,911 $328 $247,329 $(27,947)$(32,565)$187,145 $320 $187,465 
Net income— — — 6,369 — 6,369 4 6,373 
Other comprehensive loss, net of tax— — — — (1,616)(1,616)— (1,616)
Share-based compensation— — 1,536 — — 1,536 — 1,536 
Net settlement of restricted stock units66 57 (341)— — (284)— (284)
Balance at June 30, 202430,977 $385 $248,524 $(21,578)$(34,181)$193,150 $324 $193,474 
Balance at March 31, 202330,230 $302 $244,131 $(16,475)$(32,117)$195,841 $307 $196,148 
Net income— — — 337 — 337 39 376 
Other comprehensive income, net of tax— — — — 3,082 3,082 — 3,082 
Share-based payments— — 1,091 — — 1,091 — 1,091 
Net settlement of restricted stock units72 — (164)— — (164)— (164)
Balance at June 30, 202330,302 $302 $245,058 $(16,138)$(29,035)$200,187 $346 $200,533 

Six months ended
Common StockAdditional
paid-in capital
Retained
earnings
(deficit)
Accumulated
other
comprehensive income (loss)
Total
Mistras Group,
Inc.
Stockholders’ Equity
Noncontrolling Interest 
SharesAmountTotal Equity
Balance at December 31, 202330,598 $305 $247,165 $(28,942)$(28,336)$190,192 $311 $190,503 
Net income— — — 7,364 — 7,364 13 7,377 
Other comprehensive loss, net of tax— — — — (5,845)(5,845)— (5,845)
Share-based compensation— — 2,764 — — 2,764 — 2,764 
Net settlement of restricted stock units379 80 (1,405)— — (1,325)— (1,325)
Balance at June 30, 202430,977 $385 $248,524 $(21,578)$(34,181)$193,150 $324 $193,474 
Balance at December 31, 202229,895 $298 $243,031 $(11,489)$(33,390)$198,450 $299 $198,749 
Net income (loss)— — — (4,649)— (4,649)47 (4,602)
Other comprehensive income, net of tax— — — — 4,355 4,355 — 4,355 
Share-based compensation— — 2,968 — — 2,968 — 2,968 
Net settlement of restricted stock units407 4 (941)— — (937)— (937)
Balance at June 30, 202330,302 $302 $245,058 $(16,138)$(29,035)$200,187 $346 $200,533 

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.


Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
 Six months ended June 30,
 20242023
Cash flows from operating activities  
Net income (loss)$7,377 $(4,602)
Adjustments to reconcile net loss to net cash provided by operating activities  
Depreciation and amortization16,670 16,722 
Deferred income taxes(1,513)3,441 
Share-based compensation expense2,764 2,968 
Change in provision for doubtful accounts414  
Foreign currency (gain) loss(789)875 
Other(306)(513)
Changes in operating assets and liabilities 
Accounts receivable(19,103)5,856 
Inventories(88)(2,402)
Prepaid expenses and other assets(6,064)(7,420)
Accounts payable(2,920)4,261 
Accrued expenses and other liabilities8,537 1,202 
Income taxes payable136 (1,129)
Payment of contingent consideration liability in excess of acquisition-date fair value (938)
Net cash provided by operating activities5,115 18,321 
Cash flows from investing activities  
Purchase of property, plant and equipment(9,599)(9,801)
Purchase of intangible assets(2,404)(822)
Proceeds from sale of equipment786 812 
Net cash used in investing activities(11,217)(9,811)
Cash flows from financing activities  
Repayment of finance lease obligations(2,832)(2,528)
Repayment of long-term debt(3,831)(3,808)
Proceeds from revolver33,500 46,194 
Repayment of revolver(20,250)(50,100)
Taxes paid related to net share settlement of share-based awards(1,326)(945)
Net cash provided by (used in) financing activities5,261 (11,187)
Effect of exchange rate changes on cash and cash equivalents372 188 
Net change in cash and cash equivalents(469)(2,489)
Cash and cash equivalents at beginning of period17,646 20,488 
Cash and cash equivalents at end of period$17,177 $17,999 
Supplemental disclosure of cash paid  
Interest, net$8,349 $8,899 
Income taxes, net of refunds$1,508 $3,429 
Noncash investing and financing  
Equipment acquired through finance lease obligations$2,099 $5,764 

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.


Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
    

1.    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.



Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
The Company is currently unable to predict with certainty the overall impact that the factors discussed above and the effect of inflationary pressures may have on its business, results of operations or liquidity or in other ways which the Company cannot yet determine. The Company will continue to monitor market conditions and respond accordingly.

Basis of Presentation
 
The Unaudited Condensed Consolidated Financial Statements contained in this report have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and Securities and Exchange Commission ("SEC") guidance allowing for reduced disclosure for interim periods. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the interim periods of the years ending December 31, 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.



Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
Income Taxes

Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of our assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. Our net deferred tax assets primarily consist of net operating loss carryforwards, or NOLs. A valuation allowance is provided if it is more likely than not that some or all of a deferred income tax asset will not be realized. A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the current and prior years.

As of June 30, 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 15.5% and (974.3)% for the three months ended June 30, 2024 and 2023, respectively. The Company’s effective income tax rate was approximately 14.9% and 21.5% for the six months ended June 30, 2024 and 2023, respectively.

The effective income tax rate for the three months ended June 30, 2024 was lower than the statutory rate primarily due to the impact of a reversal of a valuation allowance which was a favorable discrete item in the period. The effective income tax rate for the six months ended June 30, 2023 was higher than the statutory rate due primarily to a $0.7 million valuation allowance recorded during the period related to a foreign jurisdiction.

The effective income tax rate for the six months ended June 30, 2024 was lower than the statutory rate primarily due to the reversal of valuation allowances. The effective income tax rate for the six months ended June 30, 2023 was lower than the statutory rate due primarily to an unfavorable 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.


2.    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.


Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
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.



Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
Revenue by Category

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

Revenue by industry was as follows:
Three Months Ended June 30, 2024North AmericaInternationalProductsCorp/ElimTotal
Oil & Gas$96,356 $12,735 $165 $ $109,256 
Aerospace & Defense16,596 5,697 47  22,340 
Industrials 11,853 5,878 563  18,294 
Power Generation & Transmission7,332 1,254 447  9,033 
Other Process Industries10,368 4,504 37  14,909 
Infrastructure, Research & Engineering5,125 2,813 695  8,633 
Petrochemical3,848 171   4,019 
Other4,916 1,212 1,419 (4,258)3,289 
Total$156,394 $34,264 $3,373 $(4,258)$189,773 

Three Months Ended June 30, 2023North AmericaInternationalProductsCorp/ElimTotal
Oil & Gas$97,500 $8,609 $15 $ $106,124 
Aerospace & Defense13,665 5,136 217  19,018 
Industrials 11,066 6,203 468  17,737 
Power Generation & Transmission5,459 1,530 1,167  8,156 
Other Process Industries8,864 4,466 51  13,381 
Infrastructure, Research & Engineering4,171 2,028 547  6,746 
Petrochemical1,577 156   1,733 
Other3,248 2,149 864 (3,126)3,135 
Total$145,550 $30,277 $3,329 $(3,126)$176,030 

Six Months Ended June 30, 2024North AmericaInternationalProductsCorp/ElimTotal
Oil & Gas$199,383 $22,801 $237 $ $222,421 
Aerospace & Defense31,971 12,429 58  44,458 
Industrials20,762 11,731 1,000  33,493 
Power Generation & Transmission10,924 2,936 1,025  14,885 
Other Process Industries18,296 8,437 76  26,809 
Infrastructure, Research & Engineering9,097 5,018 1,104  15,219 
Petrochemical7,661 702   8,363 
Other8,649 3,257 3,083 (6,422)8,567 
Total$306,743 $67,311 $6,583 $(6,422)$374,215 


Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
Six Months Ended June 30, 2023North AmericaInternationalProductsCorp/ElimTotal
Oil & Gas$187,273 $17,464 $52 $ $204,789 
Aerospace & Defense27,276 10,116 228  37,620 
Industrials20,368 12,256 1,026  33,650 
Power Generation & Transmission10,446 3,187 2,493  16,126 
Other Process Industries17,973 7,703 78  25,754 
Infrastructure, Research & Engineering6,654 4,164 1,689  12,507 
Petrochemical6,714 301   7,015 
Other5,778 4,493 1,502 (5,188)6,585 
Total$282,482 $59,684 $7,068 $(5,188)$344,046 
Revenue per key geographic location was as follows:
Three Months Ended June 30, 2024North AmericaInternationalProductsCorp/ElimTotal
United States$130,870 $432 $1,542 $(209)$132,635 
Other Americas24,594 1,921 675 (2,787)24,403 
Europe611 31,183 580 (1,115)31,259 
Asia-Pacific319 728 576 (147)1,476 
Total$156,394 $34,264 $3,373 $(4,258)$189,773 

Three Months Ended June 30, 2023North AmericaInternationalProductsCorp/ElimTotal
United States$122,972 $280 $1,645 $(271)$124,626 
Other Americas21,041 3,821 298 (1,474)23,686 
Europe1,282 24,474 504 (1,166)25,094 
Asia-Pacific255 1,702 882 (215)2,624 
Total$145,550 $30,277 $3,329 $(3,126)$176,030 

Six Months Ended June 30, 2024North AmericaInternationalProductsCorp/ElimTotal
United States$260,328 $728 $3,142 $(1,724)$262,474 
Other Americas41,721 4,216 852 (3,027)43,762 
Europe1,764 59,846 1,231 (1,461)61,380 
Asia-Pacific2,930 2,521 1,358 (210)6,599 
Total$306,743 $67,311 $6,583 $(6,422)$374,215 
Six Months Ended June 30, 2023North AmericaInternationalProductsCorp/ElimTotal
United States$243,572 $589 $3,446 $(869)$246,738 
Other Americas35,311 7,310 624 (1,906)41,339 
Europe2,694 48,657 765 (1,992)50,124 
Asia-Pacific905 3,128 2,233 (421)5,845 
Total$282,482 $59,684 $7,068 $(5,188)$344,046 



Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
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 six months ended June 30, 2024 and 2023 that was included in the contract liability balance at the beginning of such year was $4.8 million and $4.6 million, respectively, for each period. Changes in the contract asset and liability balances during these periods were not materially impacted by any other factors. The Company applies the practical expedient to expense incremental costs incurred related to obtaining a contract when the amortization period of the asset that the Company otherwise would have recognized is one year or less.

3.    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 14, 2024, the Company’s shareholders approved an amendment to the 2016 Plan, including an increase to the total number of shares that may be issued under the 2016 Plan by 1.3 million, for a total of 6.2 million shares that are authorized for issuance under the 2016 Plan, of which approximately 1,600,000 shares were available for future grants as of June 30, 2024.
 
Stock Options
 


Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
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 June 30, 2024 as follows (in thousands, except per share amounts and years):

 Six months ended June 30,
 20242023
 Common
Stock
Options
Weighted
Average
Exercise
Price
Common Stock OptionsWeighted 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 June 30, 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):

 Six months ended June 30,
 20242023
Awards issued31 48 
Grant date fair value of awards issued$274 $275 

Restricted Stock Unit Awards
 
For the three months ended June 30, 2024 and June 30, 2023, the Company recognized share-based compensation expense related to restricted stock unit awards of $1.3 million and $0.8 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recognized share-based compensation expense related to restricted stock unit awards of $2.3 million and $1.8 million, respectively. As of June 30, 2024, there was $10.7 million of unrecognized compensation costs, net of estimated forfeitures, related to restricted stock unit awards, which is expected to be recognized over a remaining weighted-average period of 2.6 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.



Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
A summary of the vesting activity of restricted stock unit awards, with the respective fair value of the awards, is as follows:
 Six months ended June 30,
 20242023
Restricted stock awards vested461 430 
Fair value of awards vested$4,184 $2,616 

A summary of the Company’s outstanding, non-vested restricted share units is as follows:
 Six months ended June 30,
 20242023
 UnitsWeighted
Average
Grant-Date
Fair Value
UnitsWeighted
Average
Grant-Date
Fair Value
Outstanding at beginning of period:1,184 $8.07 1,415 $6.66 
Granted726 $8.52 581 $8.42 
Vested(461)$9.08 (430)$6.09 
Forfeited(56)$8.49 (98)$7.94 
Outstanding at end of period:1,393 $8.38 1,468 $7.62 

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 used the following three performance metrics for PRSUs approved in that year.
1.Free Cash Flow defined as net cash provided by operating activities less purchases of property, plant, equipment and intangible assets and is subject to adjustments approved by the Compensation Committee.
2.Adjusted EBITDA defined as net income attributable to the Company plus: interest expense, provision for income taxes, depreciation and amortization, share-based compensation expense and certain acquisition related costs (including transaction due diligence costs and adjustments to the fair value of contingent consideration), foreign exchange (gain) loss and, if applicable, certain special items which are noted.
3.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. Earned PRSUs generally vest ratably in four equal annual installments over the four years following completion of the performance period, for a total requisite service period of up to five years, and have no dividend rights.



Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
A summary of the Company’s PRSU activity is as follows:
 Six months ended June 30,
20242023
 UnitsWeighted
Average
Grant-Date
Fair Value
UnitsWeighted
Average
Grant-Date
Fair Value
Outstanding at beginning of period:60 $9.33 280 $9.96 
Granted295 $8.76 282 $8.50 
Performance condition adjustments $ (215)$8.27 
Vested $ (64)$5.58 
Forfeited $ (84)$6.95 
Outstanding at end of period:355 $8.97 199 $9.45 

Performance condition adjustments during the six months ended June 30, 2023 were attributable to the Compensation Committee's final calculation of the award metrics for calendar year 2022. As a result, the calendar year 2022 PRSUs decreased by approximately 215,000 units during the six months ended June 30, 2023.

For the three months ended June 30, 2024 and June 30, 2023, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.3 million and $0.2 million, respectively. For the six months ended June 30, 2024 and June 30, 2023, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.3 million and $0.6 million, respectively. At June 30, 2024, there was $2.5 million of total unrecognized compensation costs related to approximately 355,000 non-vested PRSUs, which is expected to be recognized over a remaining weighted-average period of 2.8 years.

4.    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.
 


Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
The following table sets forth the computations of basic and diluted earnings (loss) per share:
 
 Three months ended June 30,Six months ended June 30,
 2024202320242023
Basic earnings (loss) per share  
Numerator:  
Net income (loss) attributable to Mistras Group, Inc.$6,369 $337 $7,364 $(4,649)
Denominator:    
Weighted average common shares outstanding30,979 30,368 30,842 30,214 
Basic earnings (loss) per share$0.21 $0.01 $0.24 $(0.15)
  
Diluted earnings (loss) per share:    
Numerator:  
Net income (loss) attributable to Mistras Group, Inc.$6,369 $337 $7,364 $(4,649)
Denominator:  
Weighted average common shares outstanding30,979 30,368 30,842 30,214 
Dilutive effect of stock options outstanding97  93  
Dilutive effect of restricted stock units outstanding (1)
217 292 423  
31,293 30,660 31,358 30,214 
Diluted earnings (loss) per share$0.20 $0.01 $0.23 $(0.15)
_______________
(1) For the six months ended June 30, 2023, 1,106,595 shares related to restricted stock, respectively, were excluded from the calculation of diluted EPS due to the net loss for the period.

5.    Acquisitions

Acquisition-Related Expense 
 
In the course of its acquisition activities, the Company incurs costs in connection with due diligence, such as professional fees, and other expenses. Additionally, the Company adjusts the fair value of acquisition-related contingent consideration liabilities on a quarterly basis. These amounts are reported as Acquisition-related expense, net on the Unaudited Condensed Consolidated Statements of Income (Loss) and were as follows for the three and six months ended June 30, 2024 and 2023:
Three months ended June 30,Six months ended June 30,
 2024202320242023
Due diligence, professional fees and other transaction costs$ $1 $1 $3 
Adjustments to fair value of contingent consideration liabilities    
Acquisition-related expense, net$ $1 $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.

6.    Accounts Receivable, net
 
Accounts receivable consisted of the following:


Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
 
 June 30, 2024December 31, 2023
Trade accounts receivable$151,945 $134,495 
Allowance for credit losses(1,987)(1,648)
Accounts receivable, net$149,958 $132,847 
 
The Company had $29.7 million and $18.5 million of unbilled revenue accrued as of June 30, 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.


7.    Inventories

Inventories consisted of the following (in thousands):
 June 30, 2024December 31, 2023
Raw materials$5,679 $6,099 
Work in progress938 839 
Finished goods5,629 5,740 
Consumable supplies2,698 2,605 
Inventories$14,944 $15,283 

8.    Property, Plant and Equipment, net
 
Property, plant and equipment, net consisted of the following:
 
Useful Life
(Years)
June 30, 2024December 31, 2023
Land $2,441 $2,453 
Buildings and improvements
30-40
27,117 26,663 
Office furniture and equipment
5-8
21,836 21,334 
Machinery and equipment
5-7
272,658 269,306 
  324,052 319,756 
Accumulated depreciation and amortization (245,267)(238,784)
Property, plant and equipment, net $78,785 $80,972 
 
Depreciation expense for the three months ended June 30, 2024 and 2023 was approximately $6.4 million and $6.2 million, respectively.

Depreciation expense for the six months ended June 30, 2024 and 2023 was $12.8 million and $12.4 million, respectively.



Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
9.    Goodwill
 
Changes in the carrying amount of goodwill by segment is shown below:
 North AmericaInternationalProducts and SystemsTotal
Balance at December 31, 2023$187,354 $ $ $187,354 
Foreign currency translation(2,366)  (2,366)
Impairment charges    
Balance at June 30, 2024$184,988 $ $ $184,988 
 
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 June 30, 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.


Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
10.    Intangible Assets
 
The gross amount, accumulated amortization and net carrying amount of intangible assets were as follows:
 
  June 30, 2024December 31, 2023
 Useful Life
(Years)
Gross
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Amount
Accumulated
Amortization
Net
Carrying
Amount
Customer relationships
5-18
$109,091 $(91,356)$17,735 $110,780 $(90,506)$20,274 
Software/Technology
3-15
56,361 (33,204)23,157 55,053 (32,230)22,823 
Covenants not to compete
2-5
12,477 (12,445)32 12,536 (12,488)48 
Other
2-12
10,338 (9,550)788 10,466 (9,617)849 
Total $188,267 $(146,555)$41,712 $188,835 $(144,841)$43,994 
 
Amortization expense for the three months ended June 30, 2024 and 2023 was approximately $1.9 million and $2.2 million, respectively.

Amortization expense for the six months ended June 30, 2024 and 2023 was $3.9 million and $4.3 million, respectively.

11.    Accrued Expenses and Other Current Liabilities
 
Accrued expenses and other current liabilities consisted of the following:
 
 June 30, 2024December 31, 2023
Accrued salaries, wages and related employee benefits$29,567 $27,372 
Accrued workers’ compensation and health benefits4,645 4,385 
Deferred revenue8,296 7,136 
Pension accrual2,458 2,458 
Right-of-use liability - Operating11,408 10,686 
Other accrued expenses29,353 32,294 
Total$85,727 $84,331 
 


Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
12.    Long-Term Debt
 
Long-term debt consisted of the following:
 June 30, 2024December 31, 2023
Senior credit facility$82,836 $71,150 
Senior secured term loan, net of unamortized debt issuance costs of $0.3 million and $0.4 million, respectively
113,744 115,253 
Other3,133 3,996 
Total debt199,713 190,399 
Less: Current portion(10,021)(8,900)
Long-term debt, net of current portion$189,692 $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 $113.7 million as of June 30, 2024. The Credit Agreement permits the Company to borrow up to $100 million in non-U.S. dollar currencies and to use up to $20 million of the credit limit for the issuance of letters of credit. Both the revolving line of credit and the term loan under the Credit Agreement have a maturity date of July 30, 2027.

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

Borrowings bear interest at Secured Overnight Financing Rate ("SOFR") plus a credit spread adjustment and applicable SOFR margin ranging from 1.25% to 2.75%, based upon our Total Consolidated Debt Leverage Ratio (defined below); under the Prior Credit Agreement, the margin was based upon the LIBOR margin.
Total Consolidated Debt Leverage Ratio means the ratio of (a) Total Consolidated Debt to (b) EBITDA (as defined in the Credit Agreement) for the trailing four consecutive fiscal quarters.
Total Consolidated Debt means all indebtedness (including subordinated debt) of the Company on a consolidated basis.

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

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

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

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

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



Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
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 June 30, 2024, the Company had borrowings of $196.6 million and a total of $3.2 million of letters of credit outstanding under the Credit Agreement. The Company has capitalized costs associated with debt modifications of $1.0 million as of June 30, 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 June 30, 2024, the Company was in compliance with the terms of the Credit Agreement. The Company continuously monitors compliance with the covenants contained in its Credit Agreement. 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 June 30, 2024, there was an aggregate of approximately $3.1 million outstanding, payable at various times through 2030. Monthly payments range from $1.0 thousand to $15.0 thousand and interest rates range from 0.4% to 3.5%.

13.    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:
 
 Six months ended June 30,
20242023
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.
 


Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
14.    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
 
The Company and a subsidiary of the Company, Mistras Arizona Inspection Services LLC (“Mistras Arizona”), are subject to a lawsuit filed by the Arizona Department of Environmental Quality (“DEQ”). The lawsuit, captioned State of Arizona v. Mistras Group, Inc., Mistras Arizona Inspection Services, LLC and Naiman Phoenix, Ltd., was originally 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 alleged violations of Arizona environmental laws and regulations and from the Maricopa County Department of Air Quality for alleged violations of various regulations regarding air quality. This matter is in the early stages but it is probable that remediation costs will be incurred, and it is possible fines and penalties may be imposed related to this lawsuit, but the Company is unable to assess the range of loss the Company, or Mistras Arizona may incur.

In addition, Mistras Arizona’s operations in Phoenix are located within a leased site within the footprint of the Motorola 52nd Street Superfund Site (the “Motorola Site”). Mistras Arizona received a General Notice Letter from the US Environmental Protection Agency (the "EPA"), dated May 21, 2024, informing Mistras Arizona that the EPA has identified it as a potentially responsible party in relation to the Motorola Site.

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 June 30, 2024 is approximately $2.5 million, which were incurred in 2018 and 2019.
 
15.    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.
 


Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
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 June 30,Six months ended June 30,
 2024202320242023
Revenue  
North America$156,394 $145,550 $306,743 $282,482 
International34,264 30,277 67,311 59,684 
Products and Systems3,373 3,329 6,583 7,068 
Corporate and eliminations(4,258)(3,126)(6,422)(5,188)
 $189,773 $176,030 $374,215 $344,046 
 
 Three months ended June 30,Six months ended June 30,
 2024202320242023
Gross profit  
North America$44,336 $39,679 $84,326 $76,316 
International10,072 8,398 19,530 15,766 
Products and Systems1,687 1,614 3,300 3,676 
Corporate and eliminations21 31 49 41 
 $56,116 $49,722 $107,205 $95,799 



Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)
Income (loss) from operations by operating segment includes intercompany transactions, which are eliminated in Corporate and eliminations.
 Three months ended June 30,Six months ended June 30,
 2024202320242023
Income (loss) from operations  
North America$18,727 $12,338 $32,287 $21,715 
International1,647 507 2,771 (61)
Products and Systems495 94 809 478 
Corporate and eliminations(8,910)(9,046)(18,356)(20,067)
 $11,959 $3,893 $17,511 $2,065 
  
 Three months ended June 30,Six months ended June 30,
 2024202320242023
Depreciation and amortization    
North America$6,130 $6,370 $12,348 $12,727 
International1,911 1,889 3,823 3,748 
Products and Systems169 87 333 343 
Corporate and eliminations78 (37)166 (96)
 $8,288 $8,309 $16,670 $16,722 
 
 June 30, 2024December 31, 2023
Intangible assets, net  
North America$34,260 $37,622 
International2,131 2,998 
Products and Systems1,095 1,168 
Corporate and eliminations4,226 2,206 
 $41,712 $43,994 
 
 June 30, 2024December 31, 2023
Total assets  
North America$418,363 $402,782 
International100,505 99,398 
Products and Systems12,187 13,259 
Corporate and eliminations17,092 19,337 
 $548,147 $534,776 
 
Refer to Note 2Revenue, for revenue by geographic area for the three and six months ended June 30, 2024 and 2023.
 



Mistras Group, Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
(tabular dollars are in thousands)

ITEM 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following Management’s Discussion and Analysis (“MD&A”) provides a discussion of our results of operations and financial position for the three and six months ended June 30, 2024 and 2023. The MD&A should be read together with our Unaudited Condensed Consolidated Financial Statements and related notes included in Item 1 in this Quarterly Report on Form 10-Q (the "Quarterly Report") and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, (“2023 Annual Report”). Unless otherwise specified or the context otherwise requires, “Mistras,” “the Company,” “we,” “us” and “our” refer to Mistras Group, Inc. and its consolidated subsidiaries. The MD&A includes the following sections:
 
Forward-Looking Statements
Overview
Note about Non-GAAP Measures
Consolidated Results of Operations
Liquidity and Capital Resources
Critical Accounting Policies and Estimates

Forward-Looking Statements
 
This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 (“Exchange Act”). Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. These forward-looking statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements.
 
In some cases, you can identify forward-looking statements by terminology, such as “goals,” or “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “could,” “should,” “would,” “predicts,” “appears,” “projects,” or the negative of such terms or other similar expressions. You are urged not to place undue reliance on any such forward-looking statements, any of which may turn out to be wrong due to inaccurate assumptions, various risks, uncertainties or other factors known and unknown. Factors that could cause or contribute to differences in results and outcomes from those in our forward-looking statements include, without limitation, those discussed in the “Business—Forward-Looking Statements,” and “Risk Factors” sections of our 2023 Annual Report as well as those discussed in this Quarterly Report and in our other filings with the SEC. In addition, there are various developments discussed below which could create risks and uncertainty about our business, results of operations or liquidity.


Overview
 
We are 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


Mistras Group, Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
(tabular dollars are in thousands)

OneSuite™, which serves as an ecosystem platform, pulling together all of the Company’s software and data services capabilities, for the benefit of its customers.

The Company’s core capabilities also include non-destructive testing (“NDT”) field inspections enhanced by advanced robotics, laboratory quality control and assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services.

Our operations consist of three reportable segments: North America, International, and Products and Systems.
North America 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 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 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 designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States.

Given the role our solutions play in enhancing the safe and efficient operation of infrastructure, we have historically provided a majority of our solutions to our customers on a regular, recurring basis. We perform these services largely at our customers’ facilities, while primarily servicing our aerospace customers at our network of state-of-the-art, in-house laboratories. These solutions typically include NDT and inspection services, and can also include a wide range of mechanical services, including heat tracing, pre-inspection insulation stripping, coating applications, re-insulation, engineering assessments and long-term condition-monitoring. Under this business model, many customers outsource their inspection to us on a “run and maintain” basis. We have established long-term relationships as a critical solutions provider to many of the leading companies with asset-intensive infrastructure in our target markets. These markets include companies 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.

We have focused on providing our advanced asset protection solutions to our customers using proprietary, technology-enabled software and testing instruments, including those developed by our Products and Systems segment. We have made numerous acquisitions in an effort to grow our base of experienced, certified personnel, expand our service lines and technical capabilities, increase our geographical reach, complement our existing offerings, and leverage our fixed costs. We have increased our capabilities and the size of our customer base through the development of applied technologies and managed support services, organic growth and the integration of acquired companies. These acquisitions have provided us with additional service lines, technologies, resources and customers which we believe will enhance our advantages over our competition.

We believe long-term growth can be realized in our target markets. Our level of business and financial results are impacted by world-wide macro- and micro-economic conditions generally, as well as those within our target markets. Among other things, we expect the timing of our oil and gas customers inspection spend to be impacted by oil price fluctuations.

We have continued providing our customers with an innovative asset protection software ecosystem through our MISTRAS OneSuite platform. The software platform offers functions of MISTRAS' popular software and services brands as integrated apps on a cloud environment. OneSuite serves as a single access portal for customers' data activities and provides access to 90 plus applications being offered on one centralized platform.

Recent Developments

The Russian-Ukrainian war and the conflict in the Middle East between Israel and Hamas are creating disruptions in the oil and gas market and the supply chain in general, which is resulting in some disruption to our business operations primarily in Europe due to increased energy costs.



Mistras Group, Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
(tabular dollars are in thousands)

Our cash position and liquidity remains strong. As of June 30, 2024, the cash balance was approximately $17.2 million, and with our Credit Agreement, provides us with significant liquidity.

In April 2021, the Biden Administration announced aggressive initiatives to battle climate change, which includes a significant reduction in the use of fossil fuels and a transition to electric vehicles and increased use of alternative energy. Any legislation or regulations that may be adopted to implement these measures may negatively impact our customers in the oil and gas market over the long-term, which presently is our largest market, although this initiative will likely benefit the alternative energy market, such as wind energy, for which we provide products and services. At this time, it is difficult to determine the magnitude and timing of the impact that climate change initiatives and legislation, if any, will have on these markets and the resulting impact on our business and operational results.

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’s European operations are currently experiencing higher energy costs, among other increased costs, due in part to the Russian-Ukrainian war and the conflict in the Middle East between Israel and Hamas. The Company will continue to monitor market conditions and respond accordingly.

Note About Non-GAAP Measures
 
The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles ("GAAP"). In this MD&A under the heading "Income (loss) from Operations", the non-GAAP financial performance measure "Income (loss) from operations before special items” is used for each of our three operating segments, the Corporate segment and the "Total Company", with tables reconciling the measure to a financial measure under GAAP. This presentation excludes from "Income (loss) from Operations" (a) transaction expenses related to acquisitions, such as professional fees and due diligence costs, (b) the net changes in the fair value of acquisition-related contingent consideration liabilities, (c) impairment charges, (d) reorganization and other costs, which includes items such as severance, labor relations matters and asset and lease termination costs and (e) other special items. These adjustments have been excluded from the GAAP measure because these expenses and credits are not related to our or any individual segment's core business operations. The acquisition related costs and special items can be a net expense or credit in any given period. Our management uses this non-GAAP measure as a measure of operating performance and liquidity to assist in comparing performance from period to period on a consistent basis, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations. We believe investors and other users of our financial statements benefit from the presentation of this non-GAAP measure in evaluating our performance. Income (loss) before special items excludes the identified adjustments, which provides additional tools to compare our core business operating performance on a consistent basis and measure underlying trends and results in our business. Income (loss) before special items is not used to determine incentive compensation for executives or employees, nor is it a replacement for the reported GAAP financial performance and/or necessarily comparable to the non-GAAP financial measures of other companies. Any measure that eliminates the foregoing items has material limitations as a performance or liquidity measure and should not be considered alternatives to net income (loss) or any other measures derived in accordance with GAAP. Because Income (loss) from operations before special items may not be calculated in the same manner by all companies, this measure may not be comparable to other similarly titled measures used by other companies.



Mistras Group, Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
(tabular dollars are in thousands)

Results of Operations
 
Condensed consolidated results of operations for the three and six months ended June 30, 2024 and 2023 were as follows:
 Three months ended June 30,Six months ended June 30,
 2024202320242023
Revenues$189,773 $176,030 $374,215 $344,046 
Gross profit56,116 49,722 107,205 95,799 
Gross profit as a % of Revenue29.6 %28.2 %28.6 %27.8 %
Income from operations11,959 3,893 17,511 2,065 
Income from Operations as a % of Revenue6.3 %2.2 %4.7 %0.6 %
Income before provision (benefit) for income taxes7,546 35 8,669 (5,862)
Net Income (loss)6,373 376 7,377 (4,602)
Net Income (loss) attributable to Mistras Group, Inc.$6,369 $337 $7,364 $(4,649)
 
Revenue
 
Revenue was $189.8 million for the three months ended June 30, 2024, an increase of $13.7 million, or 7.8%, compared with the three months ended June 30, 2023. Revenue for the six months ended June 30, 2024 was $374.2 million, an increase of $30.2 million, or 8.8%, compared with the six months ended June 30, 2023.

Revenue by segment for the three and six months ended June 30, 2024 and 2023 was as follows:
 Three months ended June 30,Six months ended June 30,
 2024202320242023
Revenue  
North America$156,394 $145,550 $306,743 $282,482 
International34,264 30,277 67,311 59,684 
Products and Systems3,373 3,329 6,583 7,068 
Corporate and eliminations(4,258)(3,126)(6,422)(5,188)
 $189,773 $176,030 $374,215 $344,046 
 
Three Months

In the three months ended June 30, 2024, total revenue increased 7.8% versus the prior year comparable period due predominantly to increased sales volume as compared to the prior period. North America segment revenue increased 7.5% due to an increase in sales volume in our aerospace and defense and power generation & transmission end markets, amongst others. International segment revenue increased 13.2%, due predominantly to increased turnaround projects and low double digit aerospace and defense growth. Products and Systems segment revenue increased 1.3%, due to increased sales volume as compared to the prior period.

Oil and gas customer revenue comprised approximately 58% and 60% of total revenue for the three months ended June 30, 2024 and 2023, respectively. Aerospace and defense customer revenue comprised approximately 12% and 11% of total revenue for the three months ended June 30, 2024 and 2023, respectively. The Company’s top ten customers comprised approximately 35% of total revenue for the three months ended June 30, 2024, as compared to 36% for the three months ended June 30, 2023, with no customer accounting for 10% or more of total revenue in either three-month period.

Six months



Mistras Group, Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
(tabular dollars are in thousands)

In the six months ended June 30, 2024, total revenue increased 8.8% versus the comparable prior period. The increase was due predominantly to increased sales volume as compared to the prior period. Our North America segment revenue increased 8.6% due primarily to increased sales volume in our oil and gas and aerospace and defense end markets. International segment revenue increased 12.8% due to low double-digit organic growth and low single-digit favorable revenue impact from foreign exchange rates. Products and Systems segment revenue decreased 6.9% due to decreased sales volumes within the majority of end markets, as compared to the prior period.

Oil and gas customer revenue comprised approximately 59% and 60% of total revenue for the six months ended June 30, 2024 and 2023, respectively. Aerospace and defense customer revenue comprised approximately 12% and 11% of total revenue for the six months ended June 30, 2024 and 2023, respectively. The Company’s top ten customers comprised approximately 35% of total revenue for the six months ended June 30, 2024, as compared to 35% for the six months ended June 30, 2023, with no customer accounting for 10% or more of total revenue in either nine-month period.


 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Oil and Gas Revenue by sub-category  
Upstream$42,349 $41,961 $84,116 $78,900 
Midstream25,292 27,293 46,684 48,524 
Downstream41,615 36,870 91,621 77,365 
Total$109,256 $106,124 $222,421 $204,789 

Oil and gas upstream customer revenue increased approximately $5.2 million, or 7%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, and $0.4 million, or 1%, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, due to increased exploration operations and market share gains compared to the prior period.

Midstream customer revenues decreased approximately $1.8 million, or 4%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, and $2.0 million, or 7%, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, due to decreased pipe inspection services as compared to the prior period.

Downstream customer revenue increased $14.3 million, or 18%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, and $4.7 million, or 13%, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, due to increased sales volume at customer refineries and increased customer turnarounds.

 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Revenue by type
Field Services$134,528 $116,104 $260,883 $225,784 
Shop Laboratories16,938 14,244 34,133 27,376 
Data Analytical Solutions18,342 18,107 33,881 34,919 
Other19,965 27,575 45,318 55,967 
Total$189,773 $176,030 $374,215 $344,046 

Field Services revenues are comprised of revenue derived primarily by technicians performing asset inspections and maintenance services for our customers at locations other than Mistras properties. Field Services revenue increased by $35.1 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, and increased $18.4 million, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. The increase in both periods was due to increased sales volume in our oil and gas end market in our North America and International segments.


Mistras Group, Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
(tabular dollars are in thousands)


Shop Laboratory revenues are comprised of quality assurance inspections of components and materials at our Mistras in house laboratory facilities. Shop Laboratory revenues increased by $6.8 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, and increased $2.7 million for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. Shop Laboratory revenues increased in both periods as compared to the prior year periods due to increased sales volume related to our aerospace and defense end market.

Data Analytical Solutions revenues are comprised of revenue derived from data software sales & subscriptions, implementation services and analytics that offer insights and recommendations to improve asset integrity. Data Analytical Solutions revenue is derived from work performed by Mistras employees in our facilities, or at customer locations, using our proprietary portfolio of software applications. Data Analytical Solutions revenue decreased by $1.0 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, and increased $0.2 million, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023 due primarily to decreased sales volume within PCMS, Onstream and other Data Analytical Solutions offerings within our North America segment for the three months ended June 30, 2024 and decreased sales volume for the same offerings for the six months ended June 30, 2024.

Other revenues are comprised of locations that perform both asset inspection services and testing of components and materials at in house Mistras laboratories. Other revenues decreased by $10.6 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, and decreased $7.6 million, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. Other revenues decreased in both periods primarily due to decreased sales in our other end markets within the North America and International segments.

Gross Profit

Gross profit increased by $6.4 million, or 12.9%, in the three months ended June 30, 2024 versus the prior year comparable period, on an increase in revenue of 7.8%.

Gross profit increased by $11.4 million, or 11.9%, in the six months ended June 30, 2024 on an increase in revenue of 8.8%.

Gross profit by segment for the three and six months ended June 30, 2024 and 2023 was as follows:
 
 Three months ended June 30,Six months ended June 30,
 2024202320242023
Gross profit  
North America$44,336 $39,679 $84,326 $76,316 
   % of segment revenue28.3 %27.3 %27.5 %27.0 %
International10,072 8,398 19,530 15,766 
   % of segment revenue29.4 %27.7 %29.0 %26.4 %
Products and Systems1,687 1,614 3,300 3,676 
   % of segment revenue50.1 %48.5 %50.1 %52.0 %
Corporate and eliminations21 31 49 41 
 $56,116 $49,722 $107,205 $95,799 
   % of total revenue29.6 %28.2 %28.6 %27.8 %

Three Months

Gross profit margin was 29.6% and 28.2% for the three-month periods ended June 30, 2024 and 2023, respectively. North America segment realized an increase of 1.0% in gross profit margin to 28.3% during the three months ended June 30, 2024. This was primarily due to improved operating leverage, lower healthcare claims expense and growth in our higher margin end markets, as compared to the prior year period. International segment realized an increase of 1.7% in gross profit margin to 29.4% during the three months ended June 30, 2024, due primarily to improved operating leverage and the implementation of


Mistras Group, Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
(tabular dollars are in thousands)

strategic price increases. Products and Systems segment realized an increase of 1.5% in gross profit margin to 50.1% during the three months ended June 30, 2023 due to favorable sales mix.

Six months

Gross profit margin was 28.6% and 27.8% for the six months ended June 30, 2024 and 2023, respectively. North America segment gross profit increased 0.5% to 27.5% due to favorable sales mix and lower healthcare claims for the six months ended June 30, 2024, as compared to the prior year period. International segment gross profit increased 2.6% to 29.0% due to lower inflationary costs and the implementation of strategic price increases during the six months ended June 30, 2024, as compared to the prior year period. Products and Systems segment gross profit decreased 1.9% during the six months ended June 30, 2024, as compared to the prior year period, due to unfavorable sales mix.

Operating Expenses

Operating expenses for the three and six months ended June 30, 2024 and 2023 was as follows:

Three months ended June 30,Six months ended June 30,
2024202320242023
Operating Expenses
Selling, general and administrative expenses$40,957 $41,484 $82,144 $84,305 
Reorganization and other costs518 1,240 2,075 3,316 
Research and engineering231 511 575 991 
Depreciation and amortization2,391 2,443 4,839 4,969 
Legal settlement and insurance recoveries, net60 150 60 150 
Acquisition-related expense, net— 
$44,157 $45,829 $89,694 $93,734 
% of total revenue23.3 %26.0 %24.0 %27.2 %

Three months

Total operating expenses decreased $1.7 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due predominantly to reductions occurring in the prior year period. Selling, general and administrative expenses decreased $0.5 million during the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due predominantly to reductions occurring in the prior year period. Depreciation and amortization was flat during the three months ended June 30, 2024 compared to the three months ended June 30, 2023. During the three months ended June 30, 2024, $0.5 million of reorganization and other related costs were incurred, which were a result of the Company's on-going efficiency and productivity initiatives.

Six months

Operating expenses decreased $4.0 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 due predominantly to reductions occurring in the prior year period. Selling, general, and administrative expenses decreased $2.2 million during the six months ended June 30, 2024 compared to the six months ended June 30, 2023, due primarily to reductions occurring in the prior year period and favorable foreign currency exchange. Reorganization and other costs for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 decreased $1.2 million due to reduced professional fees and restructuring charges associated with changes in the Company's organizational structure. Depreciation and amortization decreased $0.1 million during the six months ended June 30, 2024 compared to the six months ended June 30, 2023.



Mistras Group, Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
(tabular dollars are in thousands)

Income (loss) from Operations

The following table shows a reconciliation of the income (loss) from operations to income (loss) before special items for each of our three segments, Corporate and Eliminations and the Company in total:
Three months ended June 30,Six months ended June 30,
2024202320242023
North America:
Income from operations (GAAP)$18,727 $12,338 $32,287 $21,715 
Reorganization and other costs92 478 92 539 
Legal settlement and insurance recoveries, net60 150 60 150 
Income from operations before special items (non-GAAP)$18,879 $12,966 $32,439 $22,404 
International:
Income (loss) from operations (GAAP)$1,647 $507 $2,771 $(61)
Reorganization and other costs, net161 88 263 195 
Income from operations before special items (non-GAAP)$1,808 $595 $3,034 $134 
Products and Systems:
Income from operations (GAAP)$495 $94 $809 $478 
Reorganization and other costs— — — 
Income from operations before special items (non-GAAP)$495 $94 $811 $478 
Corporate and Eliminations:
Loss from operations (GAAP)$(8,910)$(9,046)$(18,356)$(20,067)
Reorganization and other costs265 674 1,718 2,582 
Acquisition-related expense, net— 
Loss from operations before special items (non-GAAP)$(8,645)$(8,371)$(16,637)$(17,482)
Total Company:
Income from operations (GAAP)$11,959 $3,893 $17,511 $2,065 
Reorganization and other costs518 1,240 2,075 3,316 
Legal settlement and insurance recoveries, net60 150 60 150 
Acquisition-related expense, net— 
Income from operations before special items (non-GAAP)$12,537 $5,284 $19,647 $5,534 

See section Note About Non-GAAP Measures in this Quarterly Report on Form 10-Q for an explanation of the use of non-GAAP measurements.
 
Three Months

For the three months ended June 30, 2024, income from operations (GAAP) increased $8.1 million compared to the three months ended June 30, 2023, while income from operations before special items (non-GAAP) increased $7.3 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. As a percentage of revenue, income from operations before special items increased by 360 basis points to 6.6% in the three months ended June 30, 2024 from 3.0% in the three months ended June 30, 2023.


Mistras Group, Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
(tabular dollars are in thousands)


Six months

For the six months ended June 30, 2024, income from operations (GAAP) increased $15.4 million, compared to the six months ended June 30, 2023, while income from operations before special items (non-GAAP) increased $14.1 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. As a percentage of revenue, income from operations before special items increased by 370 basis points to 5.3% in the six months ended June 30, 2024 from 1.6% in the six months ended June 30, 2023. During the six months ended June 30, 2024, the Company experienced overall organic growth as well as decreased reorganization costs.
 
Interest Expense
 
Interest expense was approximately $4.4 million and $3.9 million for the three months ended June 30, 2024 and 2023, respectively. Interest expense was approximately $8.8 million and $7.9 million for the six months ended June 30, 2024 and 2023, respectively. The increase in the three months ended June 30, 2024 was due to an increase in interest rates compared to the prior year period. The increase in interest expense for the six months ended June 30, 2024 compared to the prior year period was due to an increase in the interest rates.

Income Taxes

Our effective income tax rate was approximately 15.5% and (974.3)% for the three months ended June 30, 2024 and 2023, respectively. Our effective income tax rate was approximately 14.9% and 21.5% for the six months ended June 30, 2024 and 2023, respectively.

The effective income tax rate for the three months ended June 30, 2024 was lower than the statutory rate primarily due to the impact of a favorable discrete item such as the reversal of valuation allowances. The effective income tax rate for the six months ended June 30, 2023 was higher than the statutory rate due primarily to a $0.7 million valuation allowance recorded during the period which was related to a foreign jurisdiction.

The effective income tax rate for the six months ended June 30, 2024 was lower than the statutory rate due primarily to items such as the reversal of valuation allowances. The effective income tax rate for the six months ended June 30, 2023 was lower than the statutory rate due primarily to an unfavorable discrete item related to stock compensation.

Income tax expense varies as a function of pre-tax income and the level of non-deductible expenses, such as certain amounts of meals and entertainment expense, valuation allowances, and other permanent differences. It is also affected by discrete items that may occur in any given year but are not consistent from year to year. Our effective income tax rate may fluctuate over the next few years due to many variables including the amount and future geographic distribution of our pre-tax income, changes resulting from our acquisition strategy, and increases or decreases in our permanent differences.




Mistras Group, Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
(tabular dollars are in thousands)

Liquidity and Capital Resources
 
Cash flows are summarized in the table below:
 Six months ended June 30,
 20242023
Net cash provided by (used in):  
Operating activities$5,115 $18,321 
Investing activities(11,217)(9,811)
Financing activities5,261 (11,187)
Effect of exchange rate changes on cash372 188 
Net change in cash and cash equivalents$(469)$(2,489)
 
Cash Flows from Operating Activities
 
During the six months ended June 30, 2024, net cash provided by operating activities was $5.1 million, representing a year-on-year decrease of $13.2 million, or 72%. The decrease was primarily related to increased working capital in the current period.

Cash Flows from Investing Activities
 
During the six months ended June 30, 2024, net cash used in investing activities was $11.2 million, compared to $9.8 million net cash used in investing activities for the six months ended June 30, 2023. The change was primarily attributable to capital expenditures related to property, plant and equipment during the current period as compared to the prior period.

Cash Flows from Financing Activities

Net cash provided in financing activities was $5.3 million for the six months ended June 30, 2024, compared to net cash used in financing activities of $11.2 million for the six months ended June 30, 2023. This was a result of higher net repayments of debt of $16.8 million during the six months ended June 30, 2024, as compared to the prior year period.

Effect of Exchange Rate Changes on Cash and Cash Equivalents
 
The effect of exchange rate changes on our cash and cash equivalents was an increase of $0.4 million in the six months ended June 30, 2024, compared to an increase of $0.2 million for the six months ended June 30, 2023. The primary driver of the change was foreign currency fluctuations related to the Euro and the US Dollar.

Cash Balance and Credit Facility Borrowings
 
As of June 30, 2024, we had cash and cash equivalents totaling $17.2 million and $102.5 million of unused commitments under our Credit Agreement with borrowings of $196.6 million and $3.2 million of letters of credit outstanding. We finance operations primarily through our existing cash balances, cash collected from operations, bank borrowings and capital lease financing. We believe these sources are sufficient to fund our operations for the foreseeable future.
 
As of June 30, 2024, we were in compliance with the terms of the Credit Agreement and will continuously monitor our compliance with the covenants contained in the Credit Agreement.

The terms of our Credit Agreement are described in Note 12-Long-Term Debt of the Notes to the Unaudited Condensed Consolidated Financial Statements, under the heading "Senior Credit Facility".



Mistras Group, Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
(tabular dollars are in thousands)

Contractual Obligations

There have been no significant increases in our contractual obligations and outstanding indebtedness as disclosed in the 2023 Annual Report.

Off-balance Sheet Arrangements
 
During the six months ended June 30, 2024, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
 
Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in the 2023 Annual Report.
 
ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk
 
There have been no significant changes to our quantitative and qualitative disclosures about market risk as discussed in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk,” included in the 2023 Annual Report.
 
ITEM 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Exchange Act, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Senior Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls (as defined in Rule 13a-15(e) of the Exchange Act) and procedures. Based upon that evaluation, our President and Chief Executive Officer and our Senior Executive Vice President and Chief Financial Officer concluded that, as of June 30, 2024, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




PART II—OTHER INFORMATION
 
ITEM 1.    Legal Proceedings
 
See Note 14-Commitments and Contingencies to the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for a description of our legal proceedings. There have been no material developments with regard to any matters disclosed under Part I, Item 3 "Legal Proceedings" in our 2023 Annual Report, except as disclosed herein under Note 14-Commitments and Contingencies to the Notes to the Unaudited Consolidated Financial Statements.
 
ITEM 1.A.    Risk Factors
 
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors discussed under the “Risk Factors” section included in our 2023 Annual Report. There have been no material changes to the risk factors previously disclosed in the 2023 Annual Report.

 
ITEM 2.    Unregistered Sale of Equity Securities and Use of Proceeds
 
(a) Sales of Unregistered Securities
 
None.
 
(b) Use of Proceeds from Public Offering of Common Stock
 
None.
 
(c) Repurchases of Our Equity Securities
 
The following table sets forth the shares of our common stock we acquired during the quarter as a result of the surrender of shares by employees to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
 
Month EndingTotal Number of Shares (or
Units) Purchased
Average Price Paid per
Share (or Unit)
April 30, 202427,479 $9.67 
May 31, 20242,156 $8.76 
June 30, 2024— $— 

ITEM 3.    Defaults Upon Senior Securities
 
None.
 
ITEM 4.    Mine Safety Disclosures
 
Not applicable.
 
ITEM 5.    Other Information

During the three months ended June 30, 2024, none of the Company's directors or officers, as defined in Section 16 of the Securities Exchange Act of 1934, adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K, except as noted below.



On June 17, 2024, Michael Lange, one of the Company’s Senior Executive Vice Presidents, adopted a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Lange Rule 10b5-1 Plan”) under the Exchange Act, for the sale of shares of the Company’s common stock. The Lange Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Lange Rule 10b5-1 Plan provides for the potential sale of up to 100,000 shares of the Company’s common stock at a price not less than $8.25 per share, between September 13, 2024 and December 31, 2024.




ITEM 6.    Exhibits
 
Exhibit No. Description
 
  
 
 
   
101.INS Inline XBRL Instance Document
   
101.SCH Inline XBRL Schema Document
   
101.CAL Inline XBRL Calculation Linkbase Document
   
101.LAB Inline XBRL Labels Linkbase Document
   
101.PRE Inline XBRL Presentation Linkbase Document
   
101.DEF Inline XBRL Definition Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
_________________




Signatures
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 MISTRAS GROUP, INC.
   
 By:/s/ Edward J. Prajzner
  Edward J. Prajzner
  Senior Executive Vice President and Chief Financial Officer
  (Principal Financial Officer and Principal Accounting Officer)
 
Date: August 2, 2024



Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13A-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
I, Manuel N. Stamatakis, certify that:
1.I have reviewed this report on Form 10-Q of Mistras Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 2, 2024
/s/ Manuel N. Stamatakis
Manuel N. Stamatakis
Chairman and Interim President and Chief Executive Officer
(Principal Executive Officer)




Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13A-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
I, Edward J. Prajzner, certify that:
1.I have reviewed this report on Form 10-Q of Mistras Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 2, 2024
/s/ Edward J. Prajzner
Edward J. Prajzner
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)



Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned hereby certifies, for the purposes of section 1350 of chapter 63 of title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of Mistras Group, Inc. (the “Company”), that, to his knowledge, the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2024 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This written statement is being furnished to the Securities and Exchange Commission as an exhibit to the Report.

Dated: August 2, 2024
/s/ Manuel N. Stamatakis
Manuel N. Stamatakis
Chairman and Interim President and Chief Executive Officer
(Principal Executive Officer)
/s/ Edward J. Prajzner
Edward J. Prajzner
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)



v3.24.2.u1
Cover - shares
6 Months Ended
Jun. 30, 2024
Jul. 30, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 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, $0.01 par value  
Trading Symbol MG  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   30,977,420
Entity Central Index Key 0001436126  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
v3.24.2.u1
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current Assets    
Cash and cash equivalents $ 17,177 $ 17,646
Accounts receivable, net 149,958 132,847
Inventories 14,944 15,283
Prepaid expenses and other current assets 11,384 14,580
Total current assets 193,463 180,356
Property, plant and equipment, net 78,785 80,972
Intangible assets, net 41,712 43,994
Goodwill 184,988 187,354
Deferred income taxes 3,657 2,316
Other assets 45,542 39,784
Total assets 548,147 534,776
Current Liabilities    
Accounts payable 13,759 17,032
Accrued expenses and other current liabilities 85,727 84,331
Current portion of long-term debt 10,021 8,900
Current portion of finance lease obligations 4,645 5,159
Income taxes payable 394 1,101
Total current liabilities 114,546 116,523
Long-term debt, net of current portion 189,692 181,499
Obligations under finance leases, net of current portion 10,864 11,261
Deferred income taxes 2,571 2,552
Other long-term liabilities 37,000 32,438
Total liabilities 354,673 344,273
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, 30,977,420 and 30,597,633 shares issued and outstanding 385 305
Additional paid-in capital 248,524 247,165
Accumulated deficit (21,578) (28,942)
Accumulated other comprehensive loss (34,181) (28,336)
Total Mistras Group, Inc. stockholders’ equity 193,150 190,192
Non-controlling interests 324 311
Total equity 193,474 190,503
Total liabilities and equity $ 548,147 $ 534,776
v3.24.2.u1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Jun. 30, 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) 30,977,420 30,597,633
Common stock, shares outstanding (in shares) 30,977,420 30,597,633
v3.24.2.u1
Unaudited Condensed Consolidated Statements of Income (Loss) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]        
Revenue $ 189,773 $ 176,030 $ 374,215 $ 344,046
Cost of revenue 127,760 120,442 255,179 236,493
Depreciation 5,897 5,866 11,831 11,754
Gross profit 56,116 49,722 107,205 95,799
Selling, general and administrative expenses 40,957 41,484 82,144 84,305
Reorganization and other costs 518 1,240 2,075 3,316
Goodwill impairment charges     0  
Legal settlement and insurance recoveries, net 60 150 60 150
Research and engineering 231 511 575 991
Depreciation and amortization 2,391 2,443 4,839 4,969
Acquisition-related expense, net 0 1 1 3
Income from operations 11,959 3,893 17,511 2,065
Interest expense 4,413 3,858 8,842 7,927
Income (loss) before provision (benefit) for income taxes 7,546 35 8,669 (5,862)
Provision (benefit) for income taxes 1,173 (341) 1,292 (1,260)
Net Income (Loss) 6,373 376 7,377 (4,602)
Less: net income attributable to noncontrolling interests, net of taxes 4 39 13 47
Net Income (Loss) attributable to Mistras Group, Inc. $ 6,369 $ 337 $ 7,364 $ (4,649)
Earnings (loss) per common share        
Basic (in dollars per share) $ 0.21 $ 0.01 $ 0.24 $ (0.15)
Diluted (in dollars per share) $ 0.20 $ 0.01 $ 0.23 $ (0.15)
Weighted-average common shares outstanding:        
Basic (in shares) 30,979 30,368 30,842 30,214
Diluted (in shares) 31,293 30,660 31,358 30,214
v3.24.2.u1
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income $ 6,373 $ 376 $ 7,377 $ (4,602)
Other comprehensive loss:        
Foreign currency translation adjustments (1,616) 3,082 (5,845) 4,355
Comprehensive Income (loss) 4,757 3,458 1,532 (247)
Less: net income attributable to noncontrolling interest 4 39 13 47
Comprehensive Income (loss) attributable to Mistras Group, Inc $ 4,753 $ 3,419 $ 1,519 $ (294)
v3.24.2.u1
Unaudited Condensed Consolidated Statements of Equity - USD ($)
shares in Thousands, $ in Thousands
Total
Total Mistras Group, Inc. Stockholders’ Equity
Common Stock
Additional paid-in capital
Retained earnings (deficit)
Accumulated other comprehensive income (loss)
Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2022     29,895        
Beginning balance at Dec. 31, 2022 $ 198,749 $ 198,450 $ 298 $ 243,031 $ (11,489) $ (33,390) $ 299
Increase (Decrease) in Stockholders' Equity              
Net income (4,602) (4,649)     (4,649)   47
Other comprehensive loss, net of tax 4,355 4,355       4,355  
Share-based compensation 2,968 2,968   2,968      
Net settlement of restricted stock units (in shares)     407        
Net settlement of restricted stock units (937) (937) $ 4 (941)      
Ending balance (in shares) at Jun. 30, 2023     30,302        
Ending balance at Jun. 30, 2023 200,533 200,187 $ 302 245,058 (16,138) (29,035) 346
Beginning balance (in shares) at Mar. 31, 2023     30,230        
Beginning balance at Mar. 31, 2023 196,148 195,841 $ 302 244,131 (16,475) (32,117) 307
Increase (Decrease) in Stockholders' Equity              
Net income 376 337     337   39
Other comprehensive loss, net of tax 3,082 3,082       3,082  
Share-based compensation 1,091 1,091   1,091      
Net settlement of restricted stock units (in shares)     72        
Net settlement of restricted stock units (164) (164)   (164)      
Ending balance (in shares) at Jun. 30, 2023     30,302        
Ending balance at Jun. 30, 2023 200,533 200,187 $ 302 245,058 (16,138) (29,035) 346
Beginning balance (in shares) at Dec. 31, 2023     30,598        
Beginning balance at Dec. 31, 2023 190,503 190,192 $ 305 247,165 (28,942) (28,336) 311
Increase (Decrease) in Stockholders' Equity              
Net income 7,377 7,364     7,364   13
Other comprehensive loss, net of tax (5,845) (5,845)       (5,845)  
Share-based compensation 2,764 2,764   2,764      
Net settlement of restricted stock units (in shares)     379        
Net settlement of restricted stock units (1,325) (1,325) $ 80 (1,405)      
Ending balance (in shares) at Jun. 30, 2024     30,977        
Ending balance at Jun. 30, 2024 193,474 193,150 $ 385 248,524 (21,578) (34,181) 324
Beginning balance (in shares) at Mar. 31, 2024     30,911        
Beginning balance at Mar. 31, 2024 187,465 187,145 $ 328 247,329 (27,947) (32,565) 320
Increase (Decrease) in Stockholders' Equity              
Net income 6,373 6,369     6,369   4
Other comprehensive loss, net of tax (1,616) (1,616)       (1,616)  
Share-based compensation 1,536 1,536   1,536      
Net settlement of restricted stock units (in shares)     66        
Net settlement of restricted stock units (284) (284) $ 57 (341)      
Ending balance (in shares) at Jun. 30, 2024     30,977        
Ending balance at Jun. 30, 2024 $ 193,474 $ 193,150 $ 385 $ 248,524 $ (21,578) $ (34,181) $ 324
v3.24.2.u1
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities    
Net income $ 7,377 $ (4,602)
Adjustments to reconcile net loss to net cash provided by operating activities    
Depreciation and amortization 16,670 16,722
Goodwill impairment charges 0  
Deferred income taxes (1,513) 3,441
Share-based compensation expense 2,764 2,968
Change in provision for doubtful accounts 414 0
Foreign currency (gain) loss (789) 875
Other (306) (513)
Changes in operating assets and liabilities    
Accounts receivable (19,103) 5,856
Inventories (88) (2,402)
Prepaid expenses and other assets (6,064) (7,420)
Accounts payable (2,920) 4,261
Accrued expenses and other liabilities 8,537 1,202
Income taxes payable 136 (1,129)
Payment of contingent consideration liability in excess of acquisition-date fair value 0 (938)
Net cash provided by operating activities 5,115 18,321
Cash flows from investing activities    
Purchase of property, plant and equipment (9,599) (9,801)
Purchase of intangible assets (2,404) (822)
Proceeds from sale of equipment 786 812
Net cash used in investing activities (11,217) (9,811)
Cash flows from financing activities    
Repayment of finance lease obligations (2,832) (2,528)
Repayment of long-term debt (3,831) (3,808)
Proceeds from revolver 33,500 46,194
Repayment of revolver (20,250) (50,100)
Taxes paid related to net share settlement of share-based awards (1,326) (945)
Net cash provided by (used in) financing activities 5,261 (11,187)
Effect of exchange rate changes on cash and cash equivalents 372 188
Net change in cash and cash equivalents (469) (2,489)
Cash and cash equivalents at beginning of period 17,646 20,488
Cash and cash equivalents at end of period 17,177 17,999
Supplemental disclosure of cash paid    
Interest, net 8,349 8,899
Income taxes, net of refunds 1,508 3,429
Noncash investing and financing    
Equipment acquired through finance lease obligations $ 2,099 $ 5,764
v3.24.2.u1
Description of Business and Basis of Presentation
6 Months Ended
Jun. 30, 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 statement 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 carryforwards, or NOLs. A valuation allowance is provided if it is more likely than not that some or all of a deferred income tax asset will not be realized. A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the current and prior years.

As of June 30, 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 15.5% and (974.3)% for the three months ended June 30, 2024 and 2023, respectively. The Company’s effective income tax rate was approximately 14.9% and 21.5% for the six months ended June 30, 2024 and 2023, respectively.

The effective income tax rate for the three months ended June 30, 2024 was lower than the statutory rate primarily due to the impact of a reversal of a valuation allowance which was a favorable discrete item in the period. The effective income tax rate for the six months ended June 30, 2023 was higher than the statutory rate due primarily to a $0.7 million valuation allowance recorded during the period related to a foreign jurisdiction.

The effective income tax rate for the six months ended June 30, 2024 was lower than the statutory rate primarily due to the reversal of valuation allowances. The effective income tax rate for the six months ended June 30, 2023 was lower than the statutory rate due primarily to an unfavorable 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.
v3.24.2.u1
Revenue
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
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.
Revenue by Category

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

Revenue by industry was as follows:
Three Months Ended June 30, 2024North AmericaInternationalProductsCorp/ElimTotal
Oil & Gas$96,356 $12,735 $165 $— $109,256 
Aerospace & Defense16,596 5,697 47 — 22,340 
Industrials 11,853 5,878 563 — 18,294 
Power Generation & Transmission7,332 1,254 447 — 9,033 
Other Process Industries10,368 4,504 37 — 14,909 
Infrastructure, Research & Engineering5,125 2,813 695 — 8,633 
Petrochemical3,848 171 — — 4,019 
Other4,916 1,212 1,419 (4,258)3,289 
Total$156,394 $34,264 $3,373 $(4,258)$189,773 

Three Months Ended June 30, 2023North AmericaInternationalProductsCorp/ElimTotal
Oil & Gas$97,500 $8,609 $15 $— $106,124 
Aerospace & Defense13,665 5,136 217 — 19,018 
Industrials 11,066 6,203 468 — 17,737 
Power Generation & Transmission5,459 1,530 1,167 — 8,156 
Other Process Industries8,864 4,466 51 — 13,381 
Infrastructure, Research & Engineering4,171 2,028 547 — 6,746 
Petrochemical1,577 156 — — 1,733 
Other3,248 2,149 864 (3,126)3,135 
Total$145,550 $30,277 $3,329 $(3,126)$176,030 

Six Months Ended June 30, 2024North AmericaInternationalProductsCorp/ElimTotal
Oil & Gas$199,383 $22,801 $237 $— $222,421 
Aerospace & Defense31,971 12,429 58 — 44,458 
Industrials20,762 11,731 1,000 — 33,493 
Power Generation & Transmission10,924 2,936 1,025 — 14,885 
Other Process Industries18,296 8,437 76 — 26,809 
Infrastructure, Research & Engineering9,097 5,018 1,104 — 15,219 
Petrochemical7,661 702 — — 8,363 
Other8,649 3,257 3,083 (6,422)8,567 
Total$306,743 $67,311 $6,583 $(6,422)$374,215 
Six Months Ended June 30, 2023North AmericaInternationalProductsCorp/ElimTotal
Oil & Gas$187,273 $17,464 $52 $— $204,789 
Aerospace & Defense27,276 10,116 228 — 37,620 
Industrials20,368 12,256 1,026 — 33,650 
Power Generation & Transmission10,446 3,187 2,493 — 16,126 
Other Process Industries17,973 7,703 78 — 25,754 
Infrastructure, Research & Engineering6,654 4,164 1,689 — 12,507 
Petrochemical6,714 301 — — 7,015 
Other5,778 4,493 1,502 (5,188)6,585 
Total$282,482 $59,684 $7,068 $(5,188)$344,046 
Revenue per key geographic location was as follows:
Three Months Ended June 30, 2024North AmericaInternationalProductsCorp/ElimTotal
United States$130,870 $432 $1,542 $(209)$132,635 
Other Americas24,594 1,921 675 (2,787)24,403 
Europe611 31,183 580 (1,115)31,259 
Asia-Pacific319 728 576 (147)1,476 
Total$156,394 $34,264 $3,373 $(4,258)$189,773 

Three Months Ended June 30, 2023North AmericaInternationalProductsCorp/ElimTotal
United States$122,972 $280 $1,645 $(271)$124,626 
Other Americas21,041 3,821 298 (1,474)23,686 
Europe1,282 24,474 504 (1,166)25,094 
Asia-Pacific255 1,702 882 (215)2,624 
Total$145,550 $30,277 $3,329 $(3,126)$176,030 

Six Months Ended June 30, 2024North AmericaInternationalProductsCorp/ElimTotal
United States$260,328 $728 $3,142 $(1,724)$262,474 
Other Americas41,721 4,216 852 (3,027)43,762 
Europe1,764 59,846 1,231 (1,461)61,380 
Asia-Pacific2,930 2,521 1,358 (210)6,599 
Total$306,743 $67,311 $6,583 $(6,422)$374,215 
Six Months Ended June 30, 2023North AmericaInternationalProductsCorp/ElimTotal
United States$243,572 $589 $3,446 $(869)$246,738 
Other Americas35,311 7,310 624 (1,906)41,339 
Europe2,694 48,657 765 (1,992)50,124 
Asia-Pacific905 3,128 2,233 (421)5,845 
Total$282,482 $59,684 $7,068 $(5,188)$344,046 
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 six months ended June 30, 2024 and 2023 that was included in the contract liability balance at the beginning of such year was $4.8 million and $4.6 million, respectively, for each period. Changes in the contract asset and liability balances during these periods were not materially impacted by any other factors. The Company applies the practical expedient to expense incremental costs incurred related to obtaining a contract when the amortization period of the asset that the Company otherwise would have recognized is one year or less.
v3.24.2.u1
Share-Based Compensation
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation 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 14, 2024, the Company’s shareholders approved an amendment to the 2016 Plan, including an increase to the total number of shares that may be issued under the 2016 Plan by 1.3 million, for a total of 6.2 million shares that are authorized for issuance under the 2016 Plan, of which approximately 1,600,000 shares were available for future grants as of June 30, 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 June 30, 2024 as follows (in thousands, except per share amounts and years):

 Six months ended June 30,
 20242023
 Common
Stock
Options
Weighted
Average
Exercise
Price
Common Stock OptionsWeighted 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 June 30, 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):

 Six months ended June 30,
 20242023
Awards issued31 48 
Grant date fair value of awards issued$274 $275 

Restricted Stock Unit Awards
 
For the three months ended June 30, 2024 and June 30, 2023, the Company recognized share-based compensation expense related to restricted stock unit awards of $1.3 million and $0.8 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recognized share-based compensation expense related to restricted stock unit awards of $2.3 million and $1.8 million, respectively. As of June 30, 2024, there was $10.7 million of unrecognized compensation costs, net of estimated forfeitures, related to restricted stock unit awards, which is expected to be recognized over a remaining weighted-average period of 2.6 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:
 Six months ended June 30,
 20242023
Restricted stock awards vested461 430 
Fair value of awards vested$4,184 $2,616 

A summary of the Company’s outstanding, non-vested restricted share units is as follows:
 Six months ended June 30,
 20242023
 UnitsWeighted
Average
Grant-Date
Fair Value
UnitsWeighted
Average
Grant-Date
Fair Value
Outstanding at beginning of period:1,184 $8.07 1,415 $6.66 
Granted726 $8.52 581 $8.42 
Vested(461)$9.08 (430)$6.09 
Forfeited(56)$8.49 (98)$7.94 
Outstanding at end of period:1,393 $8.38 1,468 $7.62 

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 used the following three performance metrics for PRSUs approved in that year.
1.Free Cash Flow defined as net cash provided by operating activities less purchases of property, plant, equipment and intangible assets and is subject to adjustments approved by the Compensation Committee.
2.Adjusted EBITDA defined as net income attributable to the Company plus: interest expense, provision for income taxes, depreciation and amortization, share-based compensation expense and certain acquisition related costs (including transaction due diligence costs and adjustments to the fair value of contingent consideration), foreign exchange (gain) loss and, if applicable, certain special items which are noted.
3.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. Earned PRSUs generally vest ratably in four equal annual installments over the four years following completion of the performance period, for a total requisite service period of up to five years, and have no dividend rights.
A summary of the Company’s PRSU activity is as follows:
 Six months ended June 30,
20242023
 UnitsWeighted
Average
Grant-Date
Fair Value
UnitsWeighted
Average
Grant-Date
Fair Value
Outstanding at beginning of period:60 $9.33 280 $9.96 
Granted295 $8.76 282 $8.50 
Performance condition adjustments— $— (215)$8.27 
Vested— $— (64)$5.58 
Forfeited— $— (84)$6.95 
Outstanding at end of period:355 $8.97 199 $9.45 

Performance condition adjustments during the six months ended June 30, 2023 were attributable to the Compensation Committee's final calculation of the award metrics for calendar year 2022. As a result, the calendar year 2022 PRSUs decreased by approximately 215,000 units during the six months ended June 30, 2023.

For the three months ended June 30, 2024 and June 30, 2023, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.3 million and $0.2 million, respectively. For the six months ended June 30, 2024 and June 30, 2023, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.3 million and $0.6 million, respectively. At June 30, 2024, there was $2.5 million of total unrecognized compensation costs related to approximately 355,000 non-vested PRSUs, which is expected to be recognized over a remaining weighted-average period of 2.8 years.
v3.24.2.u1
Earnings (loss) per Share
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Earnings (loss) per Share Earnings (loss) per Share
 
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, and (2) the dilutive effect of assumed conversion of equity awards using the treasury stock method. With respect to the number of weighted-average shares outstanding (denominator), diluted shares reflects: (i) the exercise of options to acquire common stock to the extent that the options’ exercise prices are less than the average market price of common shares during the period and (ii) the pro forma vesting of restricted stock units.
 
The following table sets forth the computations of basic and diluted earnings (loss) per share:
 
 Three months ended June 30,Six months ended June 30,
 2024202320242023
Basic earnings (loss) per share  
Numerator:  
Net income (loss) attributable to Mistras Group, Inc.$6,369 $337 $7,364 $(4,649)
Denominator:    
Weighted average common shares outstanding30,979 30,368 30,842 30,214 
Basic earnings (loss) per share$0.21 $0.01 $0.24 $(0.15)
  
Diluted earnings (loss) per share:    
Numerator:  
Net income (loss) attributable to Mistras Group, Inc.$6,369 $337 $7,364 $(4,649)
Denominator:  
Weighted average common shares outstanding30,979 30,368 30,842 30,214 
Dilutive effect of stock options outstanding97 — 93 — 
Dilutive effect of restricted stock units outstanding (1)
217 292 423 — 
31,293 30,660 31,358 30,214 
Diluted earnings (loss) per share$0.20 $0.01 $0.23 $(0.15)
_______________
(1) For the six months ended June 30, 2023, 1,106,595 shares related to restricted stock, respectively, were excluded from the calculation of diluted EPS due to the net loss for the period.
v3.24.2.u1
Acquisitions
6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
Acquisition-Related Expense 
 
In the course of its acquisition activities, the Company incurs costs in connection with due diligence, such as professional fees, and other expenses. Additionally, the Company adjusts the fair value of acquisition-related contingent consideration liabilities on a quarterly basis. These amounts are reported as Acquisition-related expense, net on the Unaudited Condensed Consolidated Statements of Income (Loss) and were as follows for the three and six months ended June 30, 2024 and 2023:
Three months ended June 30,Six months ended June 30,
 2024202320242023
Due diligence, professional fees and other transaction costs$— $$$
Adjustments to fair value of contingent consideration liabilities— — — — 
Acquisition-related expense, net$— $$$

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.
v3.24.2.u1
Accounts Receivable, net
6 Months Ended
Jun. 30, 2024
Receivables [Abstract]  
Accounts Receivable, net Accounts Receivable, net
 
Accounts receivable consisted of the following:
 
 June 30, 2024December 31, 2023
Trade accounts receivable$151,945 $134,495 
Allowance for credit losses(1,987)(1,648)
Accounts receivable, net$149,958 $132,847 
 
The Company had $29.7 million and $18.5 million of unbilled revenue accrued as of June 30, 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.
v3.24.2.u1
Inventories
6 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
Inventories Inventories
Inventories consisted of the following (in thousands):
 June 30, 2024December 31, 2023
Raw materials$5,679 $6,099 
Work in progress938 839 
Finished goods5,629 5,740 
Consumable supplies2,698 2,605 
Inventories$14,944 $15,283 
v3.24.2.u1
Property, Plant and Equipment, net
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment, net Property, Plant and Equipment, net
 
Property, plant and equipment, net consisted of the following:
 
Useful Life
(Years)
June 30, 2024December 31, 2023
Land $2,441 $2,453 
Buildings and improvements
30-40
27,117 26,663 
Office furniture and equipment
5-8
21,836 21,334 
Machinery and equipment
5-7
272,658 269,306 
  324,052 319,756 
Accumulated depreciation and amortization (245,267)(238,784)
Property, plant and equipment, net $78,785 $80,972 
 
Depreciation expense for the three months ended June 30, 2024 and 2023 was approximately $6.4 million and $6.2 million, respectively.

Depreciation expense for the six months ended June 30, 2024 and 2023 was $12.8 million and $12.4 million, respectively.
v3.24.2.u1
Goodwill
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill Goodwill
 
Changes in the carrying amount of goodwill by segment is shown below:
 North AmericaInternationalProducts and SystemsTotal
Balance at December 31, 2023$187,354 $— $— $187,354 
Foreign currency translation(2,366)— — (2,366)
Impairment charges— — — — 
Balance at June 30, 2024$184,988 $— $— $184,988 
 
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 June 30, 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.
v3.24.2.u1
Intangible Assets
6 Months Ended
Jun. 30, 2024
Intangible Assets, Net (Excluding Goodwill) [Abstract]  
Intangible Assets Intangible Assets
 
The gross amount, accumulated amortization and net carrying amount of intangible assets were as follows:
 
  June 30, 2024December 31, 2023
 Useful Life
(Years)
Gross
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Amount
Accumulated
Amortization
Net
Carrying
Amount
Customer relationships
5-18
$109,091 $(91,356)$17,735 $110,780 $(90,506)$20,274 
Software/Technology
3-15
56,361 (33,204)23,157 55,053 (32,230)22,823 
Covenants not to compete
2-5
12,477 (12,445)32 12,536 (12,488)48 
Other
2-12
10,338 (9,550)788 10,466 (9,617)849 
Total $188,267 $(146,555)$41,712 $188,835 $(144,841)$43,994 
 
Amortization expense for the three months ended June 30, 2024 and 2023 was approximately $1.9 million and $2.2 million, respectively.

Amortization expense for the six months ended June 30, 2024 and 2023 was $3.9 million and $4.3 million, respectively.
v3.24.2.u1
Accrued Expenses and Other Current Liabilities
6 Months Ended
Jun. 30, 2024
Payables and Accruals [Abstract]  
Accrued Expenses and Other Current Liabilities Accrued Expenses and Other Current Liabilities
 
Accrued expenses and other current liabilities consisted of the following:
 
 June 30, 2024December 31, 2023
Accrued salaries, wages and related employee benefits$29,567 $27,372 
Accrued workers’ compensation and health benefits4,645 4,385 
Deferred revenue8,296 7,136 
Pension accrual2,458 2,458 
Right-of-use liability - Operating11,408 10,686 
Other accrued expenses29,353 32,294 
Total$85,727 $84,331 
v3.24.2.u1
Long-Term Debt
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
 
Long-term debt consisted of the following:
 June 30, 2024December 31, 2023
Senior credit facility$82,836 $71,150 
Senior secured term loan, net of unamortized debt issuance costs of $0.3 million and $0.4 million, respectively
113,744 115,253 
Other3,133 3,996 
Total debt199,713 190,399 
Less: Current portion(10,021)(8,900)
Long-term debt, net of current portion$189,692 $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 $113.7 million as of June 30, 2024. The Credit Agreement permits the Company to borrow up to $100 million in non-U.S. dollar currencies and to use up to $20 million of the credit limit for the issuance of letters of credit. Both the revolving line of credit and the term loan under the Credit Agreement have a maturity date of July 30, 2027.

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

Borrowings bear interest at Secured Overnight Financing Rate ("SOFR") plus a credit spread adjustment and applicable SOFR margin ranging from 1.25% to 2.75%, based upon our Total Consolidated Debt Leverage Ratio (defined below); under the Prior Credit Agreement, the margin was based upon the LIBOR margin.
Total Consolidated Debt Leverage Ratio means the ratio of (a) Total Consolidated Debt to (b) EBITDA (as defined in the Credit Agreement) for the trailing four consecutive fiscal quarters.
Total Consolidated Debt means all indebtedness (including subordinated debt) of the Company on a consolidated basis.

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

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

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

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

The Credit Agreement does not limit the Company’s ability to acquire other businesses or companies except that the acquired business or company must be in the Company's line of business, the Company must be in compliance with the financial covenants on a pro forma basis after taking into account the acquisition, and the Company must provide written notice at least five business days prior to the date of an acquisition of $10 million or more.
Quarterly payments on the term loan of $1.56 million through June 30, 2024, then increasing to $2.34 million through June 30, 2025, and to $3.12 million for each quarterly payment thereafter through maturity.

As of June 30, 2024, the Company had borrowings of $196.6 million and a total of $3.2 million of letters of credit outstanding under the Credit Agreement. The Company has capitalized costs associated with debt modifications of $1.0 million as of June 30, 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 June 30, 2024, the Company was in compliance with the terms of the Credit Agreement. The Company continuously monitors compliance with the covenants contained in its Credit Agreement. 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 June 30, 2024, there was an aggregate of approximately $3.1 million outstanding, payable at various times through 2030. Monthly payments range from $1.0 thousand to $15.0 thousand and interest rates range from 0.4% to 3.5%.
v3.24.2.u1
Fair Value Measurements
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
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.

The following table represents the changes in the fair value of Level 3 contingent consideration:
 
 Six months ended June 30,
20242023
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.
v3.24.2.u1
Commitments and Contingencies
6 Months Ended
Jun. 30, 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
 
The Company and a subsidiary of the Company, Mistras Arizona Inspection Services LLC (“Mistras Arizona”), are subject to a lawsuit filed by the Arizona Department of Environmental Quality (“DEQ”). The lawsuit, captioned State of Arizona v. Mistras Group, Inc., Mistras Arizona Inspection Services, LLC and Naiman Phoenix, Ltd., was originally 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 alleged violations of Arizona environmental laws and regulations and from the Maricopa County Department of Air Quality for alleged violations of various regulations regarding air quality. This matter is in the early stages but it is probable that remediation costs will be incurred, and it is possible fines and penalties may be imposed related to this lawsuit, but the Company is unable to assess the range of loss the Company, or Mistras Arizona may incur.

In addition, Mistras Arizona’s operations in Phoenix are located within a leased site within the footprint of the Motorola 52nd Street Superfund Site (the “Motorola Site”). Mistras Arizona received a General Notice Letter from the US Environmental Protection Agency (the "EPA"), dated May 21, 2024, informing Mistras Arizona that the EPA has identified it as a potentially responsible party in relation to the Motorola Site.

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 June 30, 2024 is approximately $2.5 million, which were incurred in 2018 and 2019.
v3.24.2.u1
Segment Disclosure
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Segment Disclosure Segment Disclosure
 
The Company’s three operating segments are:
 
North America. This segment provides asset protection solutions predominantly in North America, with the largest concentration in the United States, followed by Canada, consisting primarily of NDT, inspection, mechanical and engineering services that are used to evaluate the safety, structural integrity and reliability of critical energy, industrial and public infrastructure and commercial aerospace components. Software, digital and data services are included in this segment.
 
International. This segment offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment.
 
Products and Systems. This segment designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States.
 
Costs incurred for general corporate services, including finance, legal, and certain other costs that are provided to the segments are reported within Corporate and eliminations. Sales to the International segment from the Products and Systems segment and subsequent sales by the International segment of the same items are recorded and reflected in the operating performance of both segments. Additionally, engineering charges and royalty fees charged to the North America and International segments by the Products and Systems segment are reflected in the operating performance of each segment.

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

Selected consolidated financial information by segment for the periods shown was as follows: (with intercompany transactions eliminated in Corporate and eliminations)
 
 Three months ended June 30,Six months ended June 30,
 2024202320242023
Revenue  
North America$156,394 $145,550 $306,743 $282,482 
International34,264 30,277 67,311 59,684 
Products and Systems3,373 3,329 6,583 7,068 
Corporate and eliminations(4,258)(3,126)(6,422)(5,188)
 $189,773 $176,030 $374,215 $344,046 
 
 Three months ended June 30,Six months ended June 30,
 2024202320242023
Gross profit  
North America$44,336 $39,679 $84,326 $76,316 
International10,072 8,398 19,530 15,766 
Products and Systems1,687 1,614 3,300 3,676 
Corporate and eliminations21 31 49 41 
 $56,116 $49,722 $107,205 $95,799 
Income (loss) from operations by operating segment includes intercompany transactions, which are eliminated in Corporate and eliminations.
 Three months ended June 30,Six months ended June 30,
 2024202320242023
Income (loss) from operations  
North America$18,727 $12,338 $32,287 $21,715 
International1,647 507 2,771 (61)
Products and Systems495 94 809 478 
Corporate and eliminations(8,910)(9,046)(18,356)(20,067)
 $11,959 $3,893 $17,511 $2,065 
  
 Three months ended June 30,Six months ended June 30,
 2024202320242023
Depreciation and amortization    
North America$6,130 $6,370 $12,348 $12,727 
International1,911 1,889 3,823 3,748 
Products and Systems169 87 333 343 
Corporate and eliminations78 (37)166 (96)
 $8,288 $8,309 $16,670 $16,722 
 
 June 30, 2024December 31, 2023
Intangible assets, net  
North America$34,260 $37,622 
International2,131 2,998 
Products and Systems1,095 1,168 
Corporate and eliminations4,226 2,206 
 $41,712 $43,994 
 
 June 30, 2024December 31, 2023
Total assets  
North America$418,363 $402,782 
International100,505 99,398 
Products and Systems12,187 13,259 
Corporate and eliminations17,092 19,337 
 $548,147 $534,776 
 
Refer to Note 2Revenue, for revenue by geographic area for the three and six months ended June 30, 2024 and 2023.
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure        
Net income (loss) attributable to Mistras Group, Inc. $ 6,369 $ 337 $ 7,364 $ (4,649)
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended 6 Months Ended
Jun. 30, 2024
shares
Jun. 30, 2024
shares
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
On June 17, 2024, Michael Lange, one of the Company’s Senior Executive Vice Presidents, adopted a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Lange Rule 10b5-1 Plan”) under the Exchange Act, for the sale of shares of the Company’s common stock. The Lange Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Lange Rule 10b5-1 Plan provides for the potential sale of up to 100,000 shares of the Company’s common stock at a price not less than $8.25 per share, between September 13, 2024 and December 31, 2024.
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Arrangement Duration 109 days  
Michael Lange [Member]    
Trading Arrangements, by Individual    
Name Michael Lange  
Title Senior Executive Vice Presidents  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date June 17, 2024  
Expiration Date December 31, 2024  
Aggregate Available 100,000 100,000
v3.24.2.u1
Description of Business and Basis of Presentation (Policies)
6 Months Ended
Jun. 30, 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 statement 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 carryforwards, or NOLs. A valuation allowance is provided if it is more likely than not that some or all of a deferred income tax asset will not be realized. A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the current and prior years.

As of June 30, 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 15.5% and (974.3)% for the three months ended June 30, 2024 and 2023, respectively. The Company’s effective income tax rate was approximately 14.9% and 21.5% for the six months ended June 30, 2024 and 2023, respectively.

The effective income tax rate for the three months ended June 30, 2024 was lower than the statutory rate primarily due to the impact of a reversal of a valuation allowance which was a favorable discrete item in the period. The effective income tax rate for the six months ended June 30, 2023 was higher than the statutory rate due primarily to a $0.7 million valuation allowance recorded during the period related to a foreign jurisdiction.

The effective income tax rate for the six months ended June 30, 2024 was lower than the statutory rate primarily due to the reversal of valuation allowances. The effective income tax rate for the six months ended June 30, 2023 was lower than the statutory rate due primarily to an unfavorable 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.
Unbilled revenue is generally billed in the subsequent quarter to their revenue recognition. The Company considers unbilled receivables as short-term in nature as they are normally converted to trade receivables within 90 days, thus future changes in economic conditions will not have a significant effect on the credit loss estimate.
Earnings (loss) per Share Earnings (loss) per Share
 
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, and (2) the dilutive effect of assumed conversion of equity awards using the treasury stock method. With respect to the number of weighted-average shares outstanding (denominator), diluted shares reflects: (i) the exercise of options to acquire common stock to the extent that the options’ exercise prices are less than the average market price of common shares during the period and (ii) the pro forma vesting of restricted stock units.
Fair Value Measurements Fair Value Measurements
 
The Company performs fair value measurements in accordance with the guidance provided by ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a three level hierarchy that prioritizes the inputs used to measure fair value.

Financial instruments measured at fair value on a recurring basis

The fair value of contingent consideration liabilities was estimated using a discounted cash flow technique with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include the probability assessments of expected future cash flows related to the acquisitions, appropriately discounted considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the applicable acquisition agreements.
Financial instruments not measured at fair value on a recurring basis
 
The Company has evaluated current market conditions and borrower credit quality and has determined that the carrying value of its long-term debt approximates fair value. The fair value of the Company’s notes payable and finance lease obligations approximates their carrying amounts based on anticipated interest rates which management believes would currently be available to the Company for similar issuances of debt.
Segment Disclosure Segment Disclosure
 
The Company’s three operating segments are:
 
North America. This segment provides asset protection solutions predominantly in North America, with the largest concentration in the United States, followed by Canada, consisting primarily of NDT, inspection, mechanical and engineering services that are used to evaluate the safety, structural integrity and reliability of critical energy, industrial and public infrastructure and commercial aerospace components. Software, digital and data services are included in this segment.
 
International. This segment offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment.
 
Products and Systems. This segment designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States.
 
Costs incurred for general corporate services, including finance, legal, and certain other costs that are provided to the segments are reported within Corporate and eliminations. Sales to the International segment from the Products and Systems segment and subsequent sales by the International segment of the same items are recorded and reflected in the operating performance of both segments. Additionally, engineering charges and royalty fees charged to the North America and International segments by the Products and Systems segment are reflected in the operating performance of each segment.

The accounting policies of the reportable segments are the same as those described in Note 1-Description of Business and Basis of Presentation. Segment income from operations is one of the primary performance measures used by the chief operating decision maker, to assess the performance of each segment and make resource allocation decisions. Certain general and administrative costs such as human resources, information technology and training are allocated to the segments. Segment income from operations excludes interest and other financial charges and income taxes. Corporate and other assets are comprised principally of cash, deposits, property, plant and equipment, domestic deferred taxes, deferred charges and other assets. Corporate loss from operations consists of administrative charges related to corporate personnel and other charges that cannot be readily identified for allocation to a particular segment.
v3.24.2.u1
Revenue (Tables)
6 Months Ended
Jun. 30, 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 June 30, 2024North AmericaInternationalProductsCorp/ElimTotal
Oil & Gas$96,356 $12,735 $165 $— $109,256 
Aerospace & Defense16,596 5,697 47 — 22,340 
Industrials 11,853 5,878 563 — 18,294 
Power Generation & Transmission7,332 1,254 447 — 9,033 
Other Process Industries10,368 4,504 37 — 14,909 
Infrastructure, Research & Engineering5,125 2,813 695 — 8,633 
Petrochemical3,848 171 — — 4,019 
Other4,916 1,212 1,419 (4,258)3,289 
Total$156,394 $34,264 $3,373 $(4,258)$189,773 

Three Months Ended June 30, 2023North AmericaInternationalProductsCorp/ElimTotal
Oil & Gas$97,500 $8,609 $15 $— $106,124 
Aerospace & Defense13,665 5,136 217 — 19,018 
Industrials 11,066 6,203 468 — 17,737 
Power Generation & Transmission5,459 1,530 1,167 — 8,156 
Other Process Industries8,864 4,466 51 — 13,381 
Infrastructure, Research & Engineering4,171 2,028 547 — 6,746 
Petrochemical1,577 156 — — 1,733 
Other3,248 2,149 864 (3,126)3,135 
Total$145,550 $30,277 $3,329 $(3,126)$176,030 

Six Months Ended June 30, 2024North AmericaInternationalProductsCorp/ElimTotal
Oil & Gas$199,383 $22,801 $237 $— $222,421 
Aerospace & Defense31,971 12,429 58 — 44,458 
Industrials20,762 11,731 1,000 — 33,493 
Power Generation & Transmission10,924 2,936 1,025 — 14,885 
Other Process Industries18,296 8,437 76 — 26,809 
Infrastructure, Research & Engineering9,097 5,018 1,104 — 15,219 
Petrochemical7,661 702 — — 8,363 
Other8,649 3,257 3,083 (6,422)8,567 
Total$306,743 $67,311 $6,583 $(6,422)$374,215 
Six Months Ended June 30, 2023North AmericaInternationalProductsCorp/ElimTotal
Oil & Gas$187,273 $17,464 $52 $— $204,789 
Aerospace & Defense27,276 10,116 228 — 37,620 
Industrials20,368 12,256 1,026 — 33,650 
Power Generation & Transmission10,446 3,187 2,493 — 16,126 
Other Process Industries17,973 7,703 78 — 25,754 
Infrastructure, Research & Engineering6,654 4,164 1,689 — 12,507 
Petrochemical6,714 301 — — 7,015 
Other5,778 4,493 1,502 (5,188)6,585 
Total$282,482 $59,684 $7,068 $(5,188)$344,046 
Revenue per key geographic location was as follows:
Three Months Ended June 30, 2024North AmericaInternationalProductsCorp/ElimTotal
United States$130,870 $432 $1,542 $(209)$132,635 
Other Americas24,594 1,921 675 (2,787)24,403 
Europe611 31,183 580 (1,115)31,259 
Asia-Pacific319 728 576 (147)1,476 
Total$156,394 $34,264 $3,373 $(4,258)$189,773 

Three Months Ended June 30, 2023North AmericaInternationalProductsCorp/ElimTotal
United States$122,972 $280 $1,645 $(271)$124,626 
Other Americas21,041 3,821 298 (1,474)23,686 
Europe1,282 24,474 504 (1,166)25,094 
Asia-Pacific255 1,702 882 (215)2,624 
Total$145,550 $30,277 $3,329 $(3,126)$176,030 
Six Months Ended June 30, 2024North AmericaInternationalProductsCorp/ElimTotal
United States$260,328 $728 $3,142 $(1,724)$262,474 
Other Americas41,721 4,216 852 (3,027)43,762 
Europe1,764 59,846 1,231 (1,461)61,380 
Asia-Pacific2,930 2,521 1,358 (210)6,599 
Total$306,743 $67,311 $6,583 $(6,422)$374,215 
Six Months Ended June 30, 2023North AmericaInternationalProductsCorp/ElimTotal
United States$243,572 $589 $3,446 $(869)$246,738 
Other Americas35,311 7,310 624 (1,906)41,339 
Europe2,694 48,657 765 (1,992)50,124 
Asia-Pacific905 3,128 2,233 (421)5,845 
Total$282,482 $59,684 $7,068 $(5,188)$344,046 
v3.24.2.u1
Share-Based Compensation (Tables)
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock Option Activity
The following table sets forth a summary of the stock option activity, weighted-average exercise prices and options outstanding as of June 30, 2024 as follows (in thousands, except per share amounts and years):

 Six months ended June 30,
 20242023
 Common
Stock
Options
Weighted
Average
Exercise
Price
Common Stock OptionsWeighted 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):
 Six months ended June 30,
 20242023
Awards issued31 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:
 Six months ended June 30,
 20242023
Restricted stock awards vested461 430 
Fair value of awards vested$4,184 $2,616 
Schedule of Company's Outstanding, Nonvested Restricted Share Units and Performance Restricted Stock Units
A summary of the Company’s outstanding, non-vested restricted share units is as follows:
 Six months ended June 30,
 20242023
 UnitsWeighted
Average
Grant-Date
Fair Value
UnitsWeighted
Average
Grant-Date
Fair Value
Outstanding at beginning of period:1,184 $8.07 1,415 $6.66 
Granted726 $8.52 581 $8.42 
Vested(461)$9.08 (430)$6.09 
Forfeited(56)$8.49 (98)$7.94 
Outstanding at end of period:1,393 $8.38 1,468 $7.62 
A summary of the Company’s PRSU activity is as follows:
 Six months ended June 30,
20242023
 UnitsWeighted
Average
Grant-Date
Fair Value
UnitsWeighted
Average
Grant-Date
Fair Value
Outstanding at beginning of period:60 $9.33 280 $9.96 
Granted295 $8.76 282 $8.50 
Performance condition adjustments— $— (215)$8.27 
Vested— $— (64)$5.58 
Forfeited— $— (84)$6.95 
Outstanding at end of period:355 $8.97 199 $9.45 
v3.24.2.u1
Earnings (loss) per Share (Tables)
6 Months Ended
Jun. 30, 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 June 30,Six months ended June 30,
 2024202320242023
Basic earnings (loss) per share  
Numerator:  
Net income (loss) attributable to Mistras Group, Inc.$6,369 $337 $7,364 $(4,649)
Denominator:    
Weighted average common shares outstanding30,979 30,368 30,842 30,214 
Basic earnings (loss) per share$0.21 $0.01 $0.24 $(0.15)
  
Diluted earnings (loss) per share:    
Numerator:  
Net income (loss) attributable to Mistras Group, Inc.$6,369 $337 $7,364 $(4,649)
Denominator:  
Weighted average common shares outstanding30,979 30,368 30,842 30,214 
Dilutive effect of stock options outstanding97 — 93 — 
Dilutive effect of restricted stock units outstanding (1)
217 292 423 — 
31,293 30,660 31,358 30,214 
Diluted earnings (loss) per share$0.20 $0.01 $0.23 $(0.15)
_______________
(1) For the six months ended June 30, 2023, 1,106,595 shares related to restricted stock, respectively, were excluded from the calculation of diluted EPS due to the net loss for the period.
v3.24.2.u1
Acquisitions (Tables)
6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Acquisition-related Expense These amounts are reported as Acquisition-related expense, net on the Unaudited Condensed Consolidated Statements of Income (Loss) and were as follows for the three and six months ended June 30, 2024 and 2023:
Three months ended June 30,Six months ended June 30,
 2024202320242023
Due diligence, professional fees and other transaction costs$— $$$
Adjustments to fair value of contingent consideration liabilities— — — — 
Acquisition-related expense, net$— $$$
v3.24.2.u1
Accounts Receivable, net (Tables)
6 Months Ended
Jun. 30, 2024
Receivables [Abstract]  
Schedule of Accounts Receivable, Net
Accounts receivable consisted of the following:
 
 June 30, 2024December 31, 2023
Trade accounts receivable$151,945 $134,495 
Allowance for credit losses(1,987)(1,648)
Accounts receivable, net$149,958 $132,847 
v3.24.2.u1
Inventories (Tables)
6 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventories
Inventories consisted of the following (in thousands):
 June 30, 2024December 31, 2023
Raw materials$5,679 $6,099 
Work in progress938 839 
Finished goods5,629 5,740 
Consumable supplies2,698 2,605 
Inventories$14,944 $15,283 
v3.24.2.u1
Property, Plant and Equipment, net (Tables)
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment, net
Property, plant and equipment, net consisted of the following:
 
Useful Life
(Years)
June 30, 2024December 31, 2023
Land $2,441 $2,453 
Buildings and improvements
30-40
27,117 26,663 
Office furniture and equipment
5-8
21,836 21,334 
Machinery and equipment
5-7
272,658 269,306 
  324,052 319,756 
Accumulated depreciation and amortization (245,267)(238,784)
Property, plant and equipment, net $78,785 $80,972 
v3.24.2.u1
Goodwill (Tables)
6 Months Ended
Jun. 30, 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 AmericaInternationalProducts and SystemsTotal
Balance at December 31, 2023$187,354 $— $— $187,354 
Foreign currency translation(2,366)— — (2,366)
Impairment charges— — — — 
Balance at June 30, 2024$184,988 $— $— $184,988 
v3.24.2.u1
Intangible Assets (Tables)
6 Months Ended
Jun. 30, 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:
 
  June 30, 2024December 31, 2023
 Useful Life
(Years)
Gross
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Amount
Accumulated
Amortization
Net
Carrying
Amount
Customer relationships
5-18
$109,091 $(91,356)$17,735 $110,780 $(90,506)$20,274 
Software/Technology
3-15
56,361 (33,204)23,157 55,053 (32,230)22,823 
Covenants not to compete
2-5
12,477 (12,445)32 12,536 (12,488)48 
Other
2-12
10,338 (9,550)788 10,466 (9,617)849 
Total $188,267 $(146,555)$41,712 $188,835 $(144,841)$43,994 
v3.24.2.u1
Accrued Expenses and Other Current Liabilities (Tables)
6 Months Ended
Jun. 30, 2024
Payables and Accruals [Abstract]  
Schedule of Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
 
 June 30, 2024December 31, 2023
Accrued salaries, wages and related employee benefits$29,567 $27,372 
Accrued workers’ compensation and health benefits4,645 4,385 
Deferred revenue8,296 7,136 
Pension accrual2,458 2,458 
Right-of-use liability - Operating11,408 10,686 
Other accrued expenses29,353 32,294 
Total$85,727 $84,331 
v3.24.2.u1
Long-Term Debt (Tables)
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
Long-term debt consisted of the following:
 June 30, 2024December 31, 2023
Senior credit facility$82,836 $71,150 
Senior secured term loan, net of unamortized debt issuance costs of $0.3 million and $0.4 million, respectively
113,744 115,253 
Other3,133 3,996 
Total debt199,713 190,399 
Less: Current portion(10,021)(8,900)
Long-term debt, net of current portion$189,692 $181,499 
v3.24.2.u1
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 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:
 
 Six months ended June 30,
20242023
Beginning balance$— $938 
Payments— (938)
Revaluation— — 
Ending balance$— $— 
v3.24.2.u1
Segment Disclosure (Tables)
6 Months Ended
Jun. 30, 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 June 30,Six months ended June 30,
 2024202320242023
Revenue  
North America$156,394 $145,550 $306,743 $282,482 
International34,264 30,277 67,311 59,684 
Products and Systems3,373 3,329 6,583 7,068 
Corporate and eliminations(4,258)(3,126)(6,422)(5,188)
 $189,773 $176,030 $374,215 $344,046 
 
 Three months ended June 30,Six months ended June 30,
 2024202320242023
Gross profit  
North America$44,336 $39,679 $84,326 $76,316 
International10,072 8,398 19,530 15,766 
Products and Systems1,687 1,614 3,300 3,676 
Corporate and eliminations21 31 49 41 
 $56,116 $49,722 $107,205 $95,799 
Income (loss) from operations by operating segment includes intercompany transactions, which are eliminated in Corporate and eliminations.
 Three months ended June 30,Six months ended June 30,
 2024202320242023
Income (loss) from operations  
North America$18,727 $12,338 $32,287 $21,715 
International1,647 507 2,771 (61)
Products and Systems495 94 809 478 
Corporate and eliminations(8,910)(9,046)(18,356)(20,067)
 $11,959 $3,893 $17,511 $2,065 
  
 Three months ended June 30,Six months ended June 30,
 2024202320242023
Depreciation and amortization    
North America$6,130 $6,370 $12,348 $12,727 
International1,911 1,889 3,823 3,748 
Products and Systems169 87 333 343 
Corporate and eliminations78 (37)166 (96)
 $8,288 $8,309 $16,670 $16,722 
 
 June 30, 2024December 31, 2023
Intangible assets, net  
North America$34,260 $37,622 
International2,131 2,998 
Products and Systems1,095 1,168 
Corporate and eliminations4,226 2,206 
 $41,712 $43,994 
 
 June 30, 2024December 31, 2023
Total assets  
North America$418,363 $402,782 
International100,505 99,398 
Products and Systems12,187 13,259 
Corporate and eliminations17,092 19,337 
 $548,147 $534,776 
v3.24.2.u1
Description of Business and Basis of Presentation - Narrative (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
segment
Jun. 30, 2023
USD ($)
Tax Credit Carryforward [Line Items]        
Number of operating segments | segment     3  
Effective income tax rate 15.50% (974.30%) 14.90% 21.50%
Goodwill impairment charges     $ 0  
Foreign Tax Authority        
Tax Credit Carryforward [Line Items]        
Valuation allowance as of period end   $ 700   $ 700
v3.24.2.u1
Revenue - Narrative (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2024
Jun. 30, 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 $ 4.8 $ 4.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Revenue, remaining performance obligation, expected timing of satisfaction period 1 year  
v3.24.2.u1
Revenue - Disaggregated Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Disaggregation of Revenue [Line Items]        
Revenue $ 189,773 $ 176,030 $ 374,215 $ 344,046
United States        
Disaggregation of Revenue [Line Items]        
Revenue 132,635 124,626 262,474 246,738
Other Americas        
Disaggregation of Revenue [Line Items]        
Revenue 24,403 23,686 43,762 41,339
Europe        
Disaggregation of Revenue [Line Items]        
Revenue 31,259 25,094 61,380 50,124
Asia-Pacific        
Disaggregation of Revenue [Line Items]        
Revenue 1,476 2,624 6,599 5,845
Oil & Gas        
Disaggregation of Revenue [Line Items]        
Revenue 109,256 106,124 222,421 204,789
Aerospace & Defense        
Disaggregation of Revenue [Line Items]        
Revenue 22,340 19,018 44,458 37,620
Industrials        
Disaggregation of Revenue [Line Items]        
Revenue 18,294 17,737 33,493 33,650
Power Generation & Transmission        
Disaggregation of Revenue [Line Items]        
Revenue 9,033 8,156 14,885 16,126
Other Process Industries        
Disaggregation of Revenue [Line Items]        
Revenue 14,909 13,381 26,809 25,754
Infrastructure, Research & Engineering        
Disaggregation of Revenue [Line Items]        
Revenue 8,633 6,746 15,219 12,507
Petrochemical        
Disaggregation of Revenue [Line Items]        
Revenue 4,019 1,733 8,363 7,015
Other        
Disaggregation of Revenue [Line Items]        
Revenue 3,289 3,135 8,567 6,585
Operating segments | North America        
Disaggregation of Revenue [Line Items]        
Revenue 156,394 145,550 306,743 282,482
Operating segments | North America | United States        
Disaggregation of Revenue [Line Items]        
Revenue 130,870 122,972 260,328 243,572
Operating segments | North America | Other Americas        
Disaggregation of Revenue [Line Items]        
Revenue 24,594 21,041 41,721 35,311
Operating segments | North America | Europe        
Disaggregation of Revenue [Line Items]        
Revenue 611 1,282 1,764 2,694
Operating segments | North America | Asia-Pacific        
Disaggregation of Revenue [Line Items]        
Revenue 319 255 2,930 905
Operating segments | North America | Oil & Gas        
Disaggregation of Revenue [Line Items]        
Revenue 96,356 97,500 199,383 187,273
Operating segments | North America | Aerospace & Defense        
Disaggregation of Revenue [Line Items]        
Revenue 16,596 13,665 31,971 27,276
Operating segments | North America | Industrials        
Disaggregation of Revenue [Line Items]        
Revenue 11,853 11,066 20,762 20,368
Operating segments | North America | Power Generation & Transmission        
Disaggregation of Revenue [Line Items]        
Revenue 7,332 5,459 10,924 10,446
Operating segments | North America | Other Process Industries        
Disaggregation of Revenue [Line Items]        
Revenue 10,368 8,864 18,296 17,973
Operating segments | North America | Infrastructure, Research & Engineering        
Disaggregation of Revenue [Line Items]        
Revenue 5,125 4,171 9,097 6,654
Operating segments | North America | Petrochemical        
Disaggregation of Revenue [Line Items]        
Revenue 3,848 1,577 7,661 6,714
Operating segments | North America | Other        
Disaggregation of Revenue [Line Items]        
Revenue 4,916 3,248 8,649 5,778
Operating segments | International        
Disaggregation of Revenue [Line Items]        
Revenue 34,264 30,277 67,311 59,684
Operating segments | International | United States        
Disaggregation of Revenue [Line Items]        
Revenue 432 280 728 589
Operating segments | International | Other Americas        
Disaggregation of Revenue [Line Items]        
Revenue 1,921 3,821 4,216 7,310
Operating segments | International | Europe        
Disaggregation of Revenue [Line Items]        
Revenue 31,183 24,474 59,846 48,657
Operating segments | International | Asia-Pacific        
Disaggregation of Revenue [Line Items]        
Revenue 728 1,702 2,521 3,128
Operating segments | International | Oil & Gas        
Disaggregation of Revenue [Line Items]        
Revenue 12,735 8,609 22,801 17,464
Operating segments | International | Aerospace & Defense        
Disaggregation of Revenue [Line Items]        
Revenue 5,697 5,136 12,429 10,116
Operating segments | International | Industrials        
Disaggregation of Revenue [Line Items]        
Revenue 5,878 6,203 11,731 12,256
Operating segments | International | Power Generation & Transmission        
Disaggregation of Revenue [Line Items]        
Revenue 1,254 1,530 2,936 3,187
Operating segments | International | Other Process Industries        
Disaggregation of Revenue [Line Items]        
Revenue 4,504 4,466 8,437 7,703
Operating segments | International | Infrastructure, Research & Engineering        
Disaggregation of Revenue [Line Items]        
Revenue 2,813 2,028 5,018 4,164
Operating segments | International | Petrochemical        
Disaggregation of Revenue [Line Items]        
Revenue 171 156 702 301
Operating segments | International | Other        
Disaggregation of Revenue [Line Items]        
Revenue 1,212 2,149 3,257 4,493
Operating segments | Products        
Disaggregation of Revenue [Line Items]        
Revenue 3,373 3,329 6,583 7,068
Operating segments | Products | United States        
Disaggregation of Revenue [Line Items]        
Revenue 1,542 1,645 3,142 3,446
Operating segments | Products | Other Americas        
Disaggregation of Revenue [Line Items]        
Revenue 675 298 852 624
Operating segments | Products | Europe        
Disaggregation of Revenue [Line Items]        
Revenue 580 504 1,231 765
Operating segments | Products | Asia-Pacific        
Disaggregation of Revenue [Line Items]        
Revenue 576 882 1,358 2,233
Operating segments | Products | Oil & Gas        
Disaggregation of Revenue [Line Items]        
Revenue 165 15 237 52
Operating segments | Products | Aerospace & Defense        
Disaggregation of Revenue [Line Items]        
Revenue 47 217 58 228
Operating segments | Products | Industrials        
Disaggregation of Revenue [Line Items]        
Revenue 563 468 1,000 1,026
Operating segments | Products | Power Generation & Transmission        
Disaggregation of Revenue [Line Items]        
Revenue 447 1,167 1,025 2,493
Operating segments | Products | Other Process Industries        
Disaggregation of Revenue [Line Items]        
Revenue 37 51 76 78
Operating segments | Products | Infrastructure, Research & Engineering        
Disaggregation of Revenue [Line Items]        
Revenue 695 547 1,104 1,689
Operating segments | Products | Petrochemical        
Disaggregation of Revenue [Line Items]        
Revenue 0 0 0 0
Operating segments | Products | Other        
Disaggregation of Revenue [Line Items]        
Revenue 1,419 864 3,083 1,502
Corp/Elim        
Disaggregation of Revenue [Line Items]        
Revenue (4,258) (3,126) (6,422) (5,188)
Corp/Elim | United States        
Disaggregation of Revenue [Line Items]        
Revenue (209) (271) (1,724) (869)
Corp/Elim | Other Americas        
Disaggregation of Revenue [Line Items]        
Revenue (2,787) (1,474) (3,027) (1,906)
Corp/Elim | Europe        
Disaggregation of Revenue [Line Items]        
Revenue (1,115) (1,166) (1,461) (1,992)
Corp/Elim | Asia-Pacific        
Disaggregation of Revenue [Line Items]        
Revenue (147) (215) (210) (421)
Corp/Elim | Oil & Gas        
Disaggregation of Revenue [Line Items]        
Revenue 0 0 0 0
Corp/Elim | Aerospace & Defense        
Disaggregation of Revenue [Line Items]        
Revenue 0 0 0 0
Corp/Elim | Industrials        
Disaggregation of Revenue [Line Items]        
Revenue 0 0 0 0
Corp/Elim | Power Generation & Transmission        
Disaggregation of Revenue [Line Items]        
Revenue 0 0 0 0
Corp/Elim | Other Process Industries        
Disaggregation of Revenue [Line Items]        
Revenue 0 0 0 0
Corp/Elim | Infrastructure, Research & Engineering        
Disaggregation of Revenue [Line Items]        
Revenue 0 0 0 0
Corp/Elim | Petrochemical        
Disaggregation of Revenue [Line Items]        
Revenue 0 0 0 0
Corp/Elim | Other        
Disaggregation of Revenue [Line Items]        
Revenue $ (4,258) $ (3,126) $ (6,422) $ (5,188)
v3.24.2.u1
Share-Based Compensation - Equity Incentive Plans (Details) - 2016 Plan - shares
May 23, 2022
Jun. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Number of awards that may be granted (in shares)   1,600,000
Increase in total number of shares authorized for issuance (in shares) 1,300,000  
Total number of shares authorized for issuance (in shares) 6,200,000  
v3.24.2.u1
Share-Based Compensation - Stock Options Narrative (Details) - $ / shares
6 Months Ended
Oct. 11, 2023
Jun. 30, 2024
Jun. 30, 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
Stock Options | Interim President And CEO      
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    
v3.24.2.u1
Share-Based Compensation - Stock Options (Details) - $ / shares
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Common Stock Options    
Outstanding at beginning of period (in shares) 250,000 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) 250,000 0
Weighted Average Exercise Price    
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
v3.24.2.u1
Share-Based Compensation - Restricted Stock Unit Awards - Narrative (Details) - Restricted Stock Unit Awards - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Recognized share-based compensation expense (benefit) $ 1.3 $ 0.8 $ 2.3 $ 1.8
Unrecognized compensation cost, net of estimated forfeitures $ 10.7   $ 10.7  
Weighted-average period over which unrecognized compensation cost is expected to be recognized (years)     2 years 7 months 6 days  
v3.24.2.u1
Share-Based Compensation - Vesting Activity of Restricted Stock Unit Awards (Details) - Restricted Stock Unit Awards - USD ($)
shares in Thousands, $ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Restricted stock awards vested (in shares) 461 430
Fair value of awards vested $ 4,184 $ 2,616
v3.24.2.u1
Share-Based Compensation - Fully-vested Common Stock Issued to Non-employee Directors (Details) - Common Stock - Non-employee Directors - USD ($)
shares in Thousands, $ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 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
v3.24.2.u1
Share-Based Compensation - Restricted Stock Units Awards - Activity (Details) - Restricted Stock Unit Awards - $ / shares
shares in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Restricted Stock Units Awards (Units)    
Outstanding at beginning of period (in shares) 1,184 1,415
Granted (in shares) 726 581
Vested (in shares) (461) (430)
Forfeited (in shares) (56) (98)
Outstanding at end of period (in shares) 1,393 1,468
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 8.42
Vested (in dollars per share) 9.08 6.09
Forfeited (in dollars per share) 8.49 7.94
Outstanding at end of period (in dollars per share) $ 8.38 $ 7.62
v3.24.2.u1
Share-Based Compensation - Performance Restricted Stock Units - Narrative (Details) - PRSUs
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
shares
Jun. 30, 2023
USD ($)
shares
Jun. 30, 2024
USD ($)
metric
shares
Jun. 30, 2023
USD ($)
shares
Dec. 31, 2023
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       (215,000)    
Recognized share-based compensation expense (benefit) | $ $ 0.3 $ 0.2 $ 0.3 $ 0.6    
Unrecognized compensation cost | $ $ 2.5   $ 2.5      
Nonvested shares outstanding (in shares) | shares 355,000 199,000 355,000 199,000 60,000 280,000
Weighted-average period over which unrecognized compensation cost is expected to be recognized (years)     2 years 9 months 18 days      
Executive and Senior Officers            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Performance period (years)     1 year      
Award vesting period     4 years      
Requisite service period     5 years      
Executive and Senior Officers | Minimum            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Target award percentage 0.00%   0.00%      
Executive and Senior Officers | Maximum            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Target award percentage 200.00%   200.00%      
Executive and Senior Officers | Anniversary 1            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Award vesting percentage (ratably on each of the first four anniversary date)     25.00%      
Executive and Senior Officers | Anniversary 2            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Award vesting percentage (ratably on each of the first four anniversary date)     25.00%      
Executive and Senior Officers | Anniversary 3            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Award vesting percentage (ratably on each of the first four anniversary date)     25.00%      
Executive and Senior Officers | Anniversary 4            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Award vesting percentage (ratably on each of the first four anniversary date)     25.00%      
Executive Officers            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of performance award metrics | metric     3      
v3.24.2.u1
Share-Based Compensation - Performance Restricted Stock Units - Activity (Details) - PRSUs - $ / shares
shares in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Performance Restricted Stock (Units)    
Outstanding at beginning of period (in shares) 60 280
Granted (in shares) 295 282
Performance condition adjustments (in shares) 0 (215)
Vested (in shares) 0 (64)
Forfeited (in shares) 0 (84)
Outstanding at end of period (in shares) 355 199
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 8.27
Vested (in dollars per share) 0 5.58
Forfeited (in dollars per share) 0 6.95
Outstanding at end of period (in dollars per share) $ 8.97 $ 9.45
v3.24.2.u1
Earnings (loss) per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Basic earnings (loss) per share        
Net income (loss) attributable to Mistras Group, Inc. $ 6,369 $ 337 $ 7,364 $ (4,649)
Denominator:        
Weighted average common shares outstanding, basic (in shares) 30,979,000 30,368,000 30,842,000 30,214,000
Basic earnings (loss) per share (in dollars per share) $ 0.21 $ 0.01 $ 0.24 $ (0.15)
Denominator:        
Weighted average common shares outstanding, basic (in shares) 30,979,000 30,368,000 30,842,000 30,214,000
Dilutive effect of stock options outstanding (in shares) 97,000 0 93,000 0
Dilutive effect of restricted stock units outstanding (in shares) 217,000 292,000 423,000 0
Weighted average common shares outstanding, diluted (in shares) 31,293,000 30,660,000 31,358,000 30,214,000
Diluted earnings (loss) per share (in dollars per share) $ 0.20 $ 0.01 $ 0.23 $ (0.15)
Restricted Stock        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially dilutive shares excluded from computation of diluted EPS due to net loss for the period (in shares)       1,106,595
v3.24.2.u1
Acquisitions (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]        
Due diligence, professional fees and other transaction costs $ 0 $ 1 $ 1 $ 3
Adjustments to fair value of contingent consideration liabilities 0 0 0 0
Acquisition-related expense, net $ 0 $ 1 $ 1 $ 3
v3.24.2.u1
Accounts Receivable, net - Schedule of Accounts Receivable, net (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Receivables [Abstract]    
Trade accounts receivable $ 151,945 $ 134,495
Allowance for credit losses (1,987) (1,648)
Accounts receivable, net $ 149,958 $ 132,847
v3.24.2.u1
Accounts Receivable, net - Narrative (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Receivables [Abstract]    
Unbilled revenues accrued $ 29,700 $ 18,500
Past due receivables outstanding $ 149,958 $ 132,847
v3.24.2.u1
Inventories (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Raw materials $ 5,679 $ 6,099
Work in progress 938 839
Finished goods 5,629 5,740
Consumable supplies 2,698 2,605
Inventories $ 14,944 $ 15,283
v3.24.2.u1
Property, Plant and Equipment, net (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Property, Plant and Equipment, net          
Property, plant and equipment, gross $ 324,052   $ 324,052   $ 319,756
Accumulated depreciation and amortization (245,267)   (245,267)   (238,784)
Property, plant and equipment, net 78,785   78,785   80,972
Depreciation expense 6,400 $ 6,200 12,800 $ 12,400  
Land          
Property, Plant and Equipment, net          
Property, plant and equipment, gross 2,441   2,441   2,453
Buildings and improvements          
Property, Plant and Equipment, net          
Property, plant and equipment, gross $ 27,117   $ 27,117   26,663
Buildings and improvements | Minimum          
Property, Plant and Equipment, net          
Useful Life (Years) 30 years   30 years    
Buildings and improvements | Maximum          
Property, Plant and Equipment, net          
Useful Life (Years) 40 years   40 years    
Office furniture and equipment          
Property, Plant and Equipment, net          
Property, plant and equipment, gross $ 21,836   $ 21,836   21,334
Office furniture and equipment | Minimum          
Property, Plant and Equipment, net          
Useful Life (Years) 5 years   5 years    
Office furniture and equipment | Maximum          
Property, Plant and Equipment, net          
Useful Life (Years) 8 years   8 years    
Machinery and equipment          
Property, Plant and Equipment, net          
Property, plant and equipment, gross $ 272,658   $ 272,658   $ 269,306
Machinery and equipment | Minimum          
Property, Plant and Equipment, net          
Useful Life (Years) 5 years   5 years    
Machinery and equipment | Maximum          
Property, Plant and Equipment, net          
Useful Life (Years) 7 years   7 years    
v3.24.2.u1
Goodwill - Changes in Carrying Amount of Goodwill (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Sep. 30, 2023
Jun. 30, 2024
Goodwill [Roll Forward]    
Beginning balance   $ 187,354
Foreign currency translation   (2,366)
Impairment charges   0
Ending balance   184,988
North America    
Goodwill [Roll Forward]    
Beginning balance   187,354
Foreign currency translation   (2,366)
Impairment charges   0
Ending balance   184,988
International    
Goodwill [Roll Forward]    
Beginning balance   0
Foreign currency translation   0
Impairment charges $ (13,800) 0
Ending balance   0
Products and Systems    
Goodwill [Roll Forward]    
Beginning balance   0
Foreign currency translation   0
Impairment charges   0
Ending balance   $ 0
v3.24.2.u1
Intangible Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]          
Gross Amount $ 188,267   $ 188,267   $ 188,835
Accumulated Amortization (146,555)   (146,555)   (144,841)
Net Carrying Amount 41,712   41,712   43,994
Amortization expense of intangibles 1,900 $ 2,200 3,900 $ 4,300  
Customer relationships          
Finite-Lived Intangible Assets [Line Items]          
Gross Amount 109,091   109,091   110,780
Accumulated Amortization (91,356)   (91,356)   (90,506)
Net Carrying Amount $ 17,735   $ 17,735   20,274
Customer relationships | Minimum          
Finite-Lived Intangible Assets [Line Items]          
Useful Life (Years) 5 years   5 years    
Customer relationships | Maximum          
Finite-Lived Intangible Assets [Line Items]          
Useful Life (Years) 18 years   18 years    
Software/Technology          
Finite-Lived Intangible Assets [Line Items]          
Gross Amount $ 56,361   $ 56,361   55,053
Accumulated Amortization (33,204)   (33,204)   (32,230)
Net Carrying Amount $ 23,157   $ 23,157   22,823
Software/Technology | Minimum          
Finite-Lived Intangible Assets [Line Items]          
Useful Life (Years) 3 years   3 years    
Software/Technology | Maximum          
Finite-Lived Intangible Assets [Line Items]          
Useful Life (Years) 15 years   15 years    
Covenants not to compete          
Finite-Lived Intangible Assets [Line Items]          
Gross Amount $ 12,477   $ 12,477   12,536
Accumulated Amortization (12,445)   (12,445)   (12,488)
Net Carrying Amount $ 32   $ 32   48
Covenants not to compete | Minimum          
Finite-Lived Intangible Assets [Line Items]          
Useful Life (Years) 2 years   2 years    
Covenants not to compete | Maximum          
Finite-Lived Intangible Assets [Line Items]          
Useful Life (Years) 5 years   5 years    
Other          
Finite-Lived Intangible Assets [Line Items]          
Gross Amount $ 10,338   $ 10,338   10,466
Accumulated Amortization (9,550)   (9,550)   (9,617)
Net Carrying Amount $ 788   $ 788   $ 849
Other | Minimum          
Finite-Lived Intangible Assets [Line Items]          
Useful Life (Years) 2 years   2 years    
Other | Maximum          
Finite-Lived Intangible Assets [Line Items]          
Useful Life (Years) 12 years   12 years    
v3.24.2.u1
Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accrued salaries, wages and related employee benefits $ 29,567 $ 27,372
Accrued workers’ compensation and health benefits 4,645 4,385
Deferred revenue 8,296 7,136
Pension accrual 2,458 2,458
Right-of-use liability - Operating 11,408 10,686
Other accrued expenses 29,353 32,294
Total $ 85,727 $ 84,331
v3.24.2.u1
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Total debt $ 199,713 $ 190,399
Less: Current portion (10,021) (8,900)
Long-term debt, net of current portion 189,692 181,499
Senior credit facility    
Debt Instrument [Line Items]    
Total debt 82,836 71,150
Senior credit facility | Senior Secured Term Loan    
Debt Instrument [Line Items]    
Unamortized debt issuance costs 300 400
Total debt 113,744 115,253
Other    
Debt Instrument [Line Items]    
Total debt $ 3,133 $ 3,996
v3.24.2.u1
Long-Term Debt - Narrative (Details)
6 Months Ended
Aug. 01, 2022
USD ($)
Jun. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
Debt Instrument [Line Items]      
Debt outstanding   $ 199,713,000 $ 190,399,000
Line of Credit | Credit Agreement      
Debt Instrument [Line Items]      
Consolidated debt ratio (less than) 1.25    
Consolidated debt ratio (greater than) 3.75    
Fixed charge coverage ratio 1.25    
Number of days, written notice required prior to an acquisition 5 days    
Amount of acquisition requiring written notice $ 10,000,000    
Line of Credit | Credit Agreement | Senior credit facility      
Debt Instrument [Line Items]      
Maximum borrowing capacity $ 190,000,000    
Term of credit facility 5 years    
Maximum borrowing capacity in non-U.S. Dollar currencies $ 100,000,000    
Line of Credit | Credit Agreement | Secured Debt      
Debt Instrument [Line Items]      
Term loan 125,000,000    
Line of Credit | Credit Agreement | Letter of Credit      
Debt Instrument [Line Items]      
Maximum amount available for the issuance of letters of credit $ 20,000,000    
Line of Credit | Credit Agreement | Minimum | Variable Rate Component      
Debt Instrument [Line Items]      
SOFR margin range 1.25%    
Line of Credit | Credit Agreement | Maximum | Variable Rate Component      
Debt Instrument [Line Items]      
SOFR margin range 2.75%    
Line of Credit | Credit Agreement | Through June 30, 2023      
Debt Instrument [Line Items]      
Total consolidated debt leverage ratio 4.0    
Line of Credit | Credit Agreement | After June 30, 2023      
Debt Instrument [Line Items]      
Total consolidated debt leverage ratio 3.75    
Line of Credit | Credit Agreement | Through June 30, 2024      
Debt Instrument [Line Items]      
Debt periodic payments $ 1,560,000    
Line of Credit | Credit Agreement | Through June 30, 2025      
Debt Instrument [Line Items]      
Debt periodic payments 2,340,000    
Line of Credit | Credit Agreement | After June 30, 2025      
Debt Instrument [Line Items]      
Debt periodic payments $ 3,120,000    
Senior credit facility      
Debt Instrument [Line Items]      
Debt outstanding   82,836,000 71,150,000
Outstanding borrowings   196,600,000  
Outstanding letters of credit   3,200,000  
Capitalized costs associated with debt modifications   1,000,000.0  
Senior credit facility | Senior Secured Term Loan      
Debt Instrument [Line Items]      
Debt outstanding   113,744,000 115,253,000
Other      
Debt Instrument [Line Items]      
Debt outstanding   3,133,000 $ 3,996,000
Other | Minimum      
Debt Instrument [Line Items]      
Debt periodic payments   $ 1,000  
Interest rate   0.40%  
Other | Maximum      
Debt Instrument [Line Items]      
Debt periodic payments   $ 15,000  
Interest rate   3.50%  
v3.24.2.u1
Fair Value Measurements (Details) - Level 3 - Contingent Consideration - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 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
v3.24.2.u1
Commitments and Contingencies (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Litigation    
Pension accrual $ 2,458 $ 2,458
Pension Related Contingencies    
Litigation    
Pension accrual $ 2,500  
v3.24.2.u1
Segment Disclosure (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
segment
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Segment Reporting [Abstract]          
Number of operating segments | segment     3    
Financial information by segment          
Revenue $ 189,773 $ 176,030 $ 374,215 $ 344,046  
Gross profit 56,116 49,722 107,205 95,799  
Income (loss) from operations 11,959 3,893 17,511 2,065  
Depreciation and amortization 8,288 8,309 16,670 16,722  
Intangible assets, net 41,712   41,712   $ 43,994
Total assets 548,147   548,147   534,776
Operating segments | North America          
Financial information by segment          
Revenue 156,394 145,550 306,743 282,482  
Gross profit 44,336 39,679 84,326 76,316  
Income (loss) from operations 18,727 12,338 32,287 21,715  
Depreciation and amortization 6,130 6,370 12,348 12,727  
Intangible assets, net 34,260   34,260   37,622
Total assets 418,363   418,363   402,782
Operating segments | International          
Financial information by segment          
Revenue 34,264 30,277 67,311 59,684  
Gross profit 10,072 8,398 19,530 15,766  
Income (loss) from operations 1,647 507 2,771 (61)  
Depreciation and amortization 1,911 1,889 3,823 3,748  
Intangible assets, net 2,131   2,131   2,998
Total assets 100,505   100,505   99,398
Operating segments | Products and Systems          
Financial information by segment          
Revenue 3,373 3,329 6,583 7,068  
Gross profit 1,687 1,614 3,300 3,676  
Income (loss) from operations 495 94 809 478  
Depreciation and amortization 169 87 333 343  
Intangible assets, net 1,095   1,095   1,168
Total assets 12,187   12,187   13,259
Corporate and eliminations          
Financial information by segment          
Revenue (4,258) (3,126) (6,422) (5,188)  
Gross profit 21 31 49 41  
Income (loss) from operations (8,910) (9,046) (18,356) (20,067)  
Depreciation and amortization 78 $ (37) 166 $ (96)  
Intangible assets, net 4,226   4,226   2,206
Total assets $ 17,092   $ 17,092   $ 19,337

1 Year Mistras Chart

1 Year Mistras Chart

1 Month Mistras Chart

1 Month Mistras Chart