Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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, $0.01 par value | |
Trading Symbol | MG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,806,941 | |
Entity Central Index Key | 0001436126 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 18,609 | $ 24,110 |
Accounts receivable, net | 129,572 | 109,511 |
Inventories | 12,967 | 12,686 |
Prepaid expenses and other current assets | 11,768 | 15,031 |
Total current assets | 172,916 | 161,338 |
Property, plant and equipment, net | 80,585 | 86,578 |
Intangible assets, net | 54,278 | 59,381 |
Goodwill | 203,106 | 205,439 |
Deferred income taxes | 1,232 | 2,174 |
Other assets | 43,425 | 47,285 |
Total assets | 555,542 | 562,195 |
Current Liabilities | ||
Accounts payable | 17,328 | 12,870 |
Accrued expenses and other current liabilities | 84,835 | 83,863 |
Current portion of long-term debt | 21,227 | 20,162 |
Current portion of finance lease obligations | 3,844 | 3,765 |
Income taxes payable | 148 | 755 |
Total current liabilities | 127,382 | 121,415 |
Long-term debt, net of current portion | 179,162 | 182,403 |
Obligations under finance leases, net of current portion | 9,444 | 9,752 |
Deferred income taxes | 8,566 | 8,385 |
Other long-term liabilities | 36,727 | 39,328 |
Total liabilities | 361,281 | 361,283 |
Commitments and contingencies | ||
Equity | ||
Preferred stock, 10,000,000 shares authorized | 0 | 0 |
Common stock, $0.01 par value, 200,000,000 shares authorized, 29,807,038 and 29,546,263 shares issued and outstanding | 297 | 295 |
Additional paid-in capital | 240,697 | 238,687 |
Accumulated deficit | (18,708) | (17,988) |
Accumulated other comprehensive loss | (28,287) | (20,311) |
Total Mistras Group, Inc. stockholders’ equity | 193,999 | 200,683 |
Non-controlling interests | 262 | 229 |
Total equity | 194,261 | 200,912 |
Total liabilities and equity | $ 555,542 | $ 562,195 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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) | 29,807,038 | 29,546,263 |
Common stock, shares outstanding (in shares) | 29,807,038 | 29,546,263 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 179,031 | $ 177,677 | $ 340,693 | $ 331,412 |
Cost of revenue | 119,980 | 116,787 | 235,738 | 225,030 |
Depreciation | 5,493 | 5,554 | 11,505 | 11,045 |
Gross profit | 53,558 | 55,336 | 93,450 | 95,337 |
Selling, general and administrative expenses | 40,676 | 39,719 | 82,712 | 79,358 |
Bad debt provision for troubled customers, net of recoveries | 289 | 0 | 289 | 0 |
Legal settlement and insurance recoveries, net | (153) | 0 | (994) | 1,030 |
Research and engineering | 522 | 620 | 1,073 | 1,347 |
Depreciation and amortization | 2,635 | 3,078 | 5,430 | 6,152 |
Acquisition-related expense, net | 13 | 545 | 63 | 822 |
Income from operations | 9,576 | 11,374 | 4,877 | 6,628 |
Interest expense | 2,117 | 3,155 | 4,055 | 6,368 |
Income before provision (benefit) for income taxes | 7,459 | 8,219 | 822 | 260 |
Provision (benefit) for income taxes | 2,793 | 2,274 | 1,509 | (326) |
Net Income (Loss) | 4,666 | 5,945 | (687) | 586 |
Less: net income attributable to noncontrolling interests, net of taxes | 23 | 8 | 33 | 11 |
Net Income (Loss) attributable to Mistras Group, Inc. | $ 4,643 | $ 5,937 | $ (720) | $ 575 |
Earnings (loss) per common share | ||||
Basic (in dollars per share) | $ 0.15 | $ 0.20 | $ (0.02) | $ 0.02 |
Diluted (in dollars per share) | $ 0.15 | $ 0.20 | $ (0.02) | $ 0.02 |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 29,957 | 29,602 | 29,840 | 29,514 |
Diluted (in shares) | 30,233 | 30,136 | 29,840 | 30,039 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 4,666 | $ 5,945 | $ (687) | $ 586 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (8,531) | 2,947 | (7,976) | 2,355 |
Comprehensive Income (Loss) | (3,865) | 8,892 | (8,663) | 2,941 |
Less: net income attributable to noncontrolling interest | 23 | 8 | 33 | 11 |
Less: Foreign currency translation adjustments attributable to noncontrolling interests | 0 | 1 | 0 | 1 |
Comprehensive income (loss) attributable to Mistras Group, Inc | $ (3,888) | $ 8,883 | $ (8,696) | $ 2,929 |
Unaudited Condensed Consolida_3
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, 2020 | 29,234 | ||||||
Beginning balance at Dec. 31, 2020 | $ 197,219 | $ 197,021 | $ 292 | $ 234,638 | $ (21,848) | $ (16,061) | $ 198 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 586 | 575 | 575 | 11 | |||
Other comprehensive loss, net of tax | 2,355 | 2,354 | 2,354 | 1 | |||
Share-based compensation | 2,464 | 2,464 | 2,464 | ||||
Net settlements of restricted stock units (in shares) | 198 | ||||||
Net settlement of restricted stock units | (975) | (975) | $ 2 | (977) | |||
Ending balance (in shares) at Jun. 30, 2021 | 29,432 | ||||||
Ending balance at Jun. 30, 2021 | 201,649 | 201,439 | $ 294 | 236,125 | (21,273) | (13,707) | 210 |
Beginning balance (in shares) at Mar. 31, 2021 | 29,347 | ||||||
Beginning balance at Mar. 31, 2021 | 192,044 | 191,843 | $ 293 | 235,413 | (27,210) | (16,653) | 201 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 5,945 | 5,937 | 5,937 | 8 | |||
Other comprehensive loss, net of tax | 2,947 | 2,946 | 2,946 | 1 | |||
Share-based compensation | 1,202 | 1,202 | 1,202 | ||||
Net settlements of restricted stock units (in shares) | 85 | ||||||
Net settlement of restricted stock units | (489) | (489) | $ 1 | (490) | |||
Ending balance (in shares) at Jun. 30, 2021 | 29,432 | ||||||
Ending balance at Jun. 30, 2021 | 201,649 | 201,439 | $ 294 | 236,125 | (21,273) | (13,707) | 210 |
Beginning balance (in shares) at Dec. 31, 2021 | 29,546 | ||||||
Beginning balance at Dec. 31, 2021 | 200,912 | 200,683 | $ 295 | 238,687 | (17,988) | (20,311) | 229 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | (687) | (720) | (720) | 33 | |||
Other comprehensive loss, net of tax | (7,976) | (7,976) | (7,976) | ||||
Share-based compensation | 2,770 | 2,770 | 2,770 | ||||
Net settlements of restricted stock units (in shares) | 261 | ||||||
Net settlement of restricted stock units | (758) | (758) | $ 2 | (760) | |||
Ending balance (in shares) at Jun. 30, 2022 | 29,807 | ||||||
Ending balance at Jun. 30, 2022 | 194,261 | 193,999 | $ 297 | 240,697 | (18,708) | (28,287) | 262 |
Beginning balance (in shares) at Mar. 31, 2022 | 29,720 | ||||||
Beginning balance at Mar. 31, 2022 | 197,085 | 196,846 | $ 297 | 239,656 | (23,351) | (19,756) | 239 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 4,666 | 4,643 | 4,643 | 23 | |||
Other comprehensive loss, net of tax | (8,531) | (8,531) | (8,531) | ||||
Share-based compensation | 1,255 | 1,255 | 1,255 | ||||
Net settlements of restricted stock units (in shares) | 87 | ||||||
Net settlement of restricted stock units | (214) | (214) | (214) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 29,807 | ||||||
Ending balance at Jun. 30, 2022 | $ 194,261 | $ 193,999 | $ 297 | $ 240,697 | $ (18,708) | $ (28,287) | $ 262 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities | |||||
Net income | $ 4,666 | $ 5,945 | $ (687) | $ 586 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | |||||
Depreciation and amortization | 8,128 | 8,632 | 16,935 | 17,197 | |
Deferred income taxes | (80) | (152) | |||
Share-based compensation expense | 2,770 | 2,464 | |||
Fair value adjustments to contingent consideration | 45 | 788 | |||
Foreign currency loss | 4 | 932 | |||
Other | 709 | (64) | |||
Changes in operating assets and liabilities, net of effect of acquisitions | |||||
Accounts receivable | (23,035) | (15,577) | |||
Inventories | (430) | 279 | |||
Prepaid expenses and other assets | 5,198 | 299 | |||
Accounts payable | 4,790 | 3,751 | |||
Accrued expenses and other liabilities | 2,676 | 9,053 | |||
Income taxes payable | (553) | (1,430) | |||
Payment of contingent consideration liability in excess of acquisition-date fair value | (533) | 0 | |||
Net cash provided by operating activities | 7,809 | 18,126 | |||
Cash flows from investing activities | |||||
Purchase of property, plant and equipment | (6,692) | (10,188) | |||
Purchase of intangible assets | (399) | (618) | |||
Acquisition of business, net of cash acquired | 0 | (411) | |||
Proceeds from sale of equipment | 592 | 899 | |||
Net cash used in investing activities | (6,499) | (10,318) | |||
Cash flows from financing activities | |||||
Repayment of finance lease obligations | (2,138) | (2,050) | |||
Repayment of long-term debt | (9,507) | (7,957) | |||
Proceeds from revolver | 56,000 | 37,000 | |||
Repayment of revolver | (48,250) | (37,500) | |||
Payment of financing costs | 0 | (550) | |||
Payment of contingent consideration for business acquisitions | (405) | (938) | |||
Taxes paid related to net share settlement of share-based awards | (756) | (975) | |||
Net cash used in financing activities | (5,056) | (12,970) | |||
Effect of exchange rate changes on cash and cash equivalents | (1,755) | (656) | |||
Net change in cash and cash equivalents | (5,501) | (5,818) | |||
Cash and cash equivalents at beginning of period | 24,110 | 25,760 | $ 25,760 | ||
Cash and cash equivalents at end of period | $ 18,609 | $ 19,942 | 18,609 | 19,942 | $ 24,110 |
Supplemental disclosure of cash paid | |||||
Interest, net | 3,525 | 5,898 | |||
Income taxes, net of refunds | (3,466) | 3,135 | |||
Noncash investing and financing | |||||
Equipment acquired through finance lease obligations | $ 2,039 | $ 1,623 |
Description of Business_and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Description of Business Mistras Group, Inc. and 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, strong commitment to Environmental, Social, and Governance (ESG) initiatives 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 and assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services. Recent Developments Issues related to the COVID-19 coronavirus (COVID-19) have subsided significantly, but COVID-19 is still causing some disruption in domestic and international markets although conditions continue to improve during 2022 as compared to 2021. The Russian-Ukrainian conflict is creating disruption in the oil & gas market and the supply chain in general, which is resulting in some disruption to our business operations. With oil prices high, refineries are working at full capacity and are deferring maintenance and inspection work as much as possible, which is impacting our business as well. 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 Company has eliminated substantially all of the cost reduction initiatives undertaken in 2020, including re-installment of the savings plan employer match and increasing wages back to pre-pandemic amounts. The Company is currently unable to predict with certainty the overall impact that the factors discussed above and the effect of the Russian-Ukrainian conflict may have on its business, results of operations or liquidity or in other ways which the Company cannot yet determine. To date, the Company’s European operations have begun to see increased costs associated with higher energy costs, among others, due in part to the Russian-Ukrainian conflict. The Company will continue to monitor market conditions and respond accordingly. Basis of Presentation The Unaudited Condensed Consolidated Financial Statements contained in this report have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and Securities and Exchange Commission ("SEC") guidance allowing for reduced disclosure for interim periods. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods of the years ending December 31, 2022 and December 31, 2021. 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 2021 Annual Report on Form 10-K ("2021 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. Customers For each of the three and six months ended June 30, 2022 and 2021, no customer represented 10% or more of the Company’s revenue. Significant Accounting Policies The Company’s significant accounting policies are disclosed in Note 1– Summary of Significant Accounting Policies and Practices in the 2021 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 2021 Annual Report, there have been no material changes to the Company’s significant accounting policies. Income Taxes Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of our assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. Our net deferred tax assets primarily consist of net operating loss carry forwards, or NOLs. A valuation allowance is provided if it is more likely than not that some or all 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, 2022, 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 37.4% and 27.7% for the three months ended June 30, 2022 and 2021, respectively. The Company’s effective income tax rate was approximately 183.6% and (125.4)% for the six months ended June 30, 2022 and 2021, respectively. The effective income tax rate for the three months ended June 30, 2022, was higher than the statutory rate primarily due to a $0.7 million valuation allowance recorded on a foreign jurisdiction. The effective income tax rate for the three months ended June 30, 2021 was higher than the statutory rate due to earnings in jurisdictions with higher income tax rates than the United States. The valuation allowance of $0.7 million has been recorded to recognize only the portion of the deferred tax assets that are more likely than not to be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. The effective income tax rate for the six months ended June 30, 2022 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, 2021 was lower than the statutory rate due to capitalization of certain non-US intercompany balances which resulted in a deductible foreign exchange loss in the US. Recent Accounting Pronouncements In March 2020 and updated in January 2021, the FASB issued ASU 2020-04 and 2021-01, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating applicable contracts and the available expedients provided by the new guidance. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
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 (MSAs) with customers that specify an overall framework and contract terms. The actual contracting to provide services or furnish products are triggered by a work order, purchase order, or some similar document issued pursuant to a MSA which sets forth the scope of services and/or identifies the products to be provided. From time-to-time, the Company may enter into longer-term contracts, which can range from several months to several years. Revenue on certain contracts is recognized as work is performed based on total costs incurred to date in relation to the total estimated costs for the performance of the contract at completion. This includes contract estimates of costs to be incurred for the performance of the contract. Cost estimation is based upon the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Factors that are considered in estimating the work to be completed include the availability of materials, the effect of any delays in the Company’s project performance and the recoverability of any claims. Whenever revisions of estimates, contract costs and/or contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. Revenue by Category The following series of tables present the Company’s disaggregated revenue: Revenue by industry was as follows: Three Months Ended June 30, 2022 Services International Products Corp/Elim Total Oil & Gas $ 93,098 $ 8,028 $ 139 $ — $ 101,265 Aerospace & Defense 17,300 5,118 26 — 22,444 Industrials 9,794 6,506 333 — 16,633 Power generation & Transmission 8,378 1,997 678 — 11,053 Other Process Industries 11,641 3,754 14 — 15,409 Infrastructure, Research & Engineering 3,183 2,193 442 — 5,818 Petrochemical 3,584 55 — — 3,639 Other 2,550 1,959 1,020 (2,759) 2,770 Total $ 149,528 $ 29,610 $ 2,652 $ (2,759) $ 179,031 Three Months Ended June 30, 2021 Services International Products Corp/Elim Total Oil & Gas $ 85,831 $ 9,533 $ 212 $ — $ 95,576 Aerospace & Defense 12,779 4,127 29 — 16,935 Industrials 11,242 6,194 418 — 17,854 Power generation & Transmission 10,073 3,183 830 — 14,086 Other Process Industries 10,356 3,627 35 — 14,018 Infrastructure, Research & Engineering 5,174 3,254 825 — 9,253 Petrochemical 5,936 47 — — 5,983 Other 3,586 1,986 854 (2,454) 3,972 Total $ 144,977 $ 31,951 $ 3,203 $ (2,454) $ 177,677 Six Months Ended June 30, 2022 Services International Products Corp/Elim Total Oil & Gas $ 179,711 $ 15,600 $ 177 $ — $ 195,488 Aerospace & Defense 32,322 10,058 134 — 42,514 Industrials 18,801 12,034 835 — 31,670 Power generation & Transmission 12,200 4,559 1,523 — 18,282 Other Process Industries 21,934 7,272 15 — 29,221 Infrastructure, Research & Engineering 5,689 4,232 1,339 — 11,260 Petrochemical 6,629 133 — — 6,762 Other 5,188 3,860 1,565 (5,117) 5,496 Total $ 282,474 $ 57,748 $ 5,588 $ (5,117) $ 340,693 Six Months Ended June 30, 2021 Services International Products Corp/Elim Total Oil & Gas $ 165,051 $ 17,469 $ 268 $ — $ 182,788 Aerospace & Defense 24,602 8,444 64 — 33,110 Industrials 20,061 11,043 745 — 31,849 Power generation & Transmission 15,607 5,161 1,589 — 22,357 Other Process Industries 18,212 6,539 44 — 24,795 Infrastructure, Research & Engineering 8,343 7,010 1,969 — 17,322 Petrochemical 11,400 119 — — 11,519 Other 5,999 3,814 1,512 (3,653) 7,672 Total $ 269,275 $ 59,599 $ 6,191 $ (3,653) $ 331,412 Revenue per key geographic location was as follows: Three Months Ended June 30, 2022 Services International Products Corp/Elim Total United States $ 126,286 $ 334 $ 1,492 $ (567) $ 127,545 Other Americas 22,553 1,376 168 (1,105) 22,992 Europe 415 27,353 514 (955) 27,327 Asia-Pacific 274 547 478 (132) 1,167 Total $ 149,528 $ 29,610 $ 2,652 $ (2,759) $ 179,031 Three Months Ended June 30, 2021 Services International Products Corp/Elim Total United States $ 122,762 $ 241 $ 1,668 $ (895) $ 123,776 Other Americas 21,288 1,149 101 (809) 21,729 Europe 596 30,084 503 (745) 30,438 Asia-Pacific 331 477 931 (5) 1,734 Total $ 144,977 $ 31,951 $ 3,203 $ (2,454) $ 177,677 Six Months Ended June 30, 2022 Services International Products Corp/Elim Total United States $ 240,221 $ 507 $ 2,843 $ (1,222) $ 242,349 Other Americas 40,605 2,717 184 (1,714) 41,792 Europe 1,159 53,273 1,094 (1,879) 53,647 Asia-Pacific 489 1,251 1,467 (302) 2,905 Total $ 282,474 $ 57,748 $ 5,588 $ (5,117) $ 340,693 Six Months Ended June 30, 2021 Services International Products Corp/Elim Total United States $ 227,308 $ 449 $ 3,128 $ (1,286) $ 229,599 Other Americas 40,166 2,326 168 (872) 41,788 Europe 890 55,978 963 (1,357) 56,474 Asia-Pacific 911 846 1,932 (138) 3,551 Total $ 269,275 $ 59,599 $ 6,191 $ (3,653) $ 331,412 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, 2022 and 2021 that was included in the contract liability balance at the beginning of such year was $1.4 million and $3.3 million, for each period. Changes in the contract asset and liability balances during these periods were not materially impacted by any other factors. The Company applies a practical expedient to expense incremental costs incurred related to obtaining a contract. The Company’s expenses are expected to be amortized over a period less than one year. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
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 two equity incentive plans: (i) the 2009 Long-Term Incentive Plan (the "2009 Plan") and (ii) the 2016 Long-Term Incentive Plan (the "2016 Plan"). No further awards may be granted under the 2009 Plan, and the remaining stock option award granted under the 2009 Plan expired during the three months ended March 31, 2022. Awards granted under the 2016 Plan may be in the form of stock options, restricted stock units and other forms of share-based incentives, including performance restricted stock units, stock appreciation rights and deferred stock rights. At the annual shareholders meeting on May 23, 2022, the Company’s shareholders approved an amendment to increase the total number of shares that may be issued under the 2016 Plan by 1.2 million, for a total of 4.9 million shares that are authorized for issuance under the 2016 Plan, of which approximately 1,600,000 shares were available for future grants as of June 30, 2022. Stock Options For each of the three and six months ended June 30, 2022 and 2021, the Company did not recognize any share-based compensation expense related to the stock option award, as the one outstanding stock option award was already fully vested. No unrecognized compensation costs remained related to the stock option award as of June 30, 2022. The following table sets forth a summary of the stock option activity, weighted-average exercise prices and options outstanding as of June 30, 2022 and 2021: Six months ended June 30, 2022 2021 Common Stock Options Weighted Average Exercise Price Common Stock Options Weighted Average Exercise Price Outstanding at beginning of period: 5 $ 22.35 5 $ 22.35 Granted — $ — — $ — Exercised — $ — — $ — Expired or forfeited (5) $ 22.35 — $ — Outstanding at end of period: — $ — 5 $ 22.35 Restricted Stock Unit Awards For the three months ended June 30, 2022 and June 30, 2021, the Company recognized share-based compensation expense related to restricted stock unit awards of $0.9 million and $0.9 million, respectively. For the six months ended June 30, 2022 and 2021, the Company recognized share-based compensation expense related to restricted stock unit awards of $1.9 million and $1.8 million, respectively. As of June 30, 2022, there was $8.6 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 2.9 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, 2022 2021 Restricted stock awards vested 326 238 Fair value of awards vested $ 2,164 $ 2,670 A summary of the fully-vested common stock the Company issued to its six non-employee directors, in connection with its non-employee director compensation plan, is as follows: Six months ended June 30, 2022 2021 Awards issued 34 25 Grant date fair value of awards issued $ 225 $ 258 A summary of the Company’s outstanding, non-vested restricted share units is as follows: Six months ended June 30, 2022 2021 Units Weighted Units Weighted Outstanding at beginning of period: 1,208 $ 7.96 1,076 $ 7.41 Granted 675 $ 7.65 528 $ 10.07 Released (326) $ 10.03 (238) $ 10.98 Forfeited (20) $ 8.49 (39) $ 8.77 Outstanding at end of period: 1,537 $ 7.38 1,327 $ 7.78 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 is 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 2021, the Compensation Committee made changes to the Company’s equity incentive compensation plan for its executive officers and approved the new target awards for 2021. For 2021, the three metrics were: 1. Free Cash Flow net cash provided by operating activities less purchases of property, plant, equipment and intangible assets and is subject to adjustments approved by the Compensation Committee. 2. Adjusted EBITDA defined as net income attributable to the Company plus: interest expense, provision for income taxes, depreciation and amortization, share-based compensation expense and certain acquisition related costs (including transaction due diligence costs and adjustments to the fair value of contingent consideration), foreign exchange (gain) loss and, if applicable, certain special items which are noted). 3. Total Shareholder Return (TSR) measures the total return to shareholders of the Company during 2021 versus the total return to the shareholders of a predefined peer group of companies that provide inspection, testing, certification or similar industrial services. The return will be measured by the year over year percent change in share price. The share prices used to calculate the return are the average share price during the 20-trading day period ending on the initial measurement date (the last 20 trading days of 2020), compared to the average share price during the 20-trading day period ending on the final measurement date (the last 20 trading days of 2021). Any cash dividends or distributions paid in 2021 will be added to calculate the return to shareholders during the year. TSR is considered a market condition for which the fair value of PRSUs with this condition is determined using a Monte Carlo valuation model. Key assumptions in the Monte Carlo valuation model included: a. Expected Volatility. Expected volatility of the Company’s common stock at the date of grant was estimated based on a historical average volatility rate for the approximate 1-year performance period. b. Dividend Yield . The dividend yield assumption was based on historical and anticipated dividend payouts (assumed at zero). c. Risk-Free Interest Rate . The risk-free interest rate assumption was based on observed interest rates consistent with the approximate 1-year performance measurement period. For 2022, the Compensation Committee retained the Company’s prior year equity incentive compensation plan for its executive officers including utilizing the same metrics, as defined above, and approved the new target awards for 2022. PRSUs are equity-classified and compensation costs are initially measured using the fair value of the underlying stock at the date of grant. Compensation costs related to the PRSUs are subsequently adjusted for changes in the expected outcomes of the performance conditions. Compensation cost related to the PRSUs with a market condition is not reversed if the market condition is not achieved, provided the employee requisite service has been rendered. PRSUs generally vest ratably on each of the first four anniversary dates upon completion of the performance period, for a total requisite service period of up to five years and have no dividend rights. A summary of the Company’s PRSU activity is as follows: Six months ended June 30, 2022 2021 Units Weighted Units Weighted Outstanding at beginning of period: 388 $ 10.07 333 $ 8.84 Granted 341 $ 6.55 189 $ 12.59 Performance condition adjustments (163) $ 8.34 (193) $ 7.80 Released (17) $ 6.85 (22) $ 13.63 Forfeited — $ — — $ — Outstanding at end of period: 549 $ 9.12 307 $ 12.56 During the six months ended June 30, 2022 and June 30, 2021, the Compensation Committee approved the final calculation of the award metrics for calendar year 2021 and calendar year 2020, respectively. As a result, the calendar year 2022 PRSUs decreased by approximately 163,000 units during the six months ended June 30, 2022 as a result of the final calculation of the 2021 award and based on forecasted results for 2022 as compared to performance metrics determined by the Compensation Committee. For the three months ended June 30, 2022 and June 30, 2021, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.3 million and $0.3 million, respectively. For the six months ended June 30, 2022 and June 30, 2021, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.6 million and $0.4 million, respectively. At June 30, 2022, there was $2.0 million of total unrecognized compensation costs related to approximately 549,000 non-vested PRSUs, which is expected to be recognized over a remaining weighted-average period of 2.2 years. |
Earnings (loss) per Share
Earnings (loss) per Share | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 2021 2022 2021 Basic earnings (loss) per share Numerator: Net income (loss) attributable to Mistras Group, Inc. $ 4,643 $ 5,937 $ (720) $ 575 Denominator: Weighted average common shares outstanding 29,957 29,602 29,840 29,514 Basic earnings (loss) per share $ 0.15 $ 0.20 $ (0.02) $ 0.02 Diluted earnings (loss) per share: Numerator: Net income (loss) attributable to Mistras Group, Inc. $ 4,643 $ 5,937 $ (720) $ 575 Denominator: Weighted average common shares outstanding 29,957 29,602 29,840 29,514 Dilutive effect of stock options outstanding — — — — Dilutive effect of restricted stock units outstanding (1) 276 534 — 525 30,233 30,136 29,840 30,039 Diluted earnings (loss) per share $ 0.15 $ 0.20 $ (0.02) $ 0.02 _______________ (1) For the six months ended June 30, 2022, 1,412,073 shares related to restricted stock were excluded from the calculation of diluted EPS due to the net loss for the period. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [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, 2022 and 2021: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Due diligence, professional fees and other transaction costs $ 13 $ — $ 18 $ 34 Adjustments to fair value of contingent consideration liabilities — 545 45 788 Acquisition-related expense, net $ 13 $ 545 $ 63 $ 822 As of June 30, 2022, the Company’s contingent consideration liabilities are included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable consisted of the following: June 30, 2022 December 31, 2021 Trade accounts receivable $ 133,600 $ 112,739 Allowance for credit losses (4,028) (3,228) Accounts receivable, net $ 129,572 $ 109,511 The Company had $18.8 million and $11.9 million of unbilled revenue accrued as of June 30, 2022 and December 31, 2021, respectively. These amounts are included in the trade accounts receivable balances above. Unbilled revenue is generally billed in the subsequent quarter to their revenue recognition. The Company considers unbilled receivables as short-term in nature as they are normally converted to trade receivables within 90 days, thus future changes in economic conditions will not have a significant effect on the credit loss estimate. The Company was contracted to perform inspections of welds on various pipeline projects in Texas for a customer. As of December 31, 2019, approximately $1.4 million of past due receivables were outstanding from this customer. The Company received notice from the customer in December 2019, alleging that the work performed was not in compliance with the contract. The Company recorded a full reserve for this receivable during 2019 and the status of this situation has not changed since 2019. See Note 14- Commitments and Contingencies for additional details. |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment consisted of the following: Useful Life (Years) June 30, 2022 December 31, 2021 Land $ 2,526 $ 2,762 Buildings and improvements 30-40 24,380 24,787 Office furniture and equipment 5-8 19,482 16,620 Machinery and equipment 5-7 244,205 250,166 290,593 294,335 Accumulated depreciation and amortization (210,008) (207,757) Property, plant and equipment, net $ 80,585 $ 86,578 Depreciation expense for the three months ended June 30, 2022 and 2021 was approximately $5.8 million and $6.2 million, respectively. Depreciation expense for the six months ended June 30, 2022 and 2021 was $12.3 million and $12.3 million, respectively. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill by segment is shown below: Services International Products and Systems Total Balance at December 31, 2021 $ 190,656 $ 14,783 $ — $ 205,439 Foreign currency translation (1,188) (1,145) — (2,333) Balance at June 30, 2022 $ 189,468 $ 13,638 $ — $ 203,106 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. The Company performed a quantitative annual impairment test as of October 1, 2021 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, 2022, 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. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 December 31, 2021 Useful Life Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships 5-18 $ 109,922 $ (81,443) $ 28,479 $ 112,109 $ (80,319) $ 31,790 Software/Technology 3-15 51,903 (27,500) 24,403 52,265 (26,415) 25,850 Covenants not to compete 2-5 12,570 (12,420) 150 12,623 (12,390) 233 Other 2-12 10,477 (9,231) 1,246 10,574 (9,066) 1,508 Total $ 184,872 $ (130,594) $ 54,278 $ 187,571 $ (128,190) $ 59,381 Amortization expense for the three months ended June 30, 2022 and 2021 was approximately $2.3 million and $2.5 million, respectively. Amortization expense for the six months ended June 30, 2022 and June 30, 2021 was $4.6 million and $4.9 million, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 December 31, 2021 Accrued salaries, wages and related employee benefits $ 34,147 $ 33,816 Contingent consideration, current portion 938 1,830 Accrued workers’ compensation and health benefits 4,054 3,994 Deferred revenue 8,350 6,202 Pension accrual 2,519 2,519 Right-of-use liability - Operating 10,034 10,040 Other accrued expenses 24,793 25,462 Total $ 84,835 $ 83,863 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: June 30, 2022 December 31, 2021 Senior credit facility $ 127,250 $ 119,500 Senior secured term loan, net of unamortized debt issuance costs of $0.1 million and $0.2 million, respectively 67,976 76,673 Other 5,163 6,392 Total debt 200,389 202,565 Less: Current portion (21,227) (20,162) Long-term debt, net of current portion $ 179,162 $ 182,403 Senior Credit Facility The Company has a credit agreement with its banking group (as amended, the "Credit Agreement") which provides the Company with a revolving line of credit and a $100 million senior secured term loan A facility with a balance of $68.0 million as of June 30, 2022. Pursuant to the Amendment described below, the revolving line of credit was reduced from $155 million to $150 million on December 31, 2021. Both the revolving line of credit and the term loan A facility under the Credit Agreement have a maturity date of December 12, 2023. On May 19, 2021, the Company entered into the Fifth Amendment (the “Amendment”) to the Credit Agreement. The Amendment made the following changes: • Removed the LIBOR floor of 1.0%, which provided that if LIBOR is below 1.0%, the interest rate will be calculated as if LIBOR is 1.0%. Now the actual LIBOR rate is used to calculate interest, even if LIBOR is below 1.0%. The LIBOR margins and base rate margins are unchanged but are based upon the new Total Consolidated Debt Leverage Ratio (defined below); previously the margin was based upon the Funded Debt Leverage Ratio. • Requires the Company to maintain a Total Consolidated Debt Leverage Ratio not to exceed 4.0 to 1.0 as of the end of each quarter through the quarter ending March 31, 2022, and for each quarter thereafter the ratio shall not exceed 3.5 to 1.0. ◦ 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 quarters. ◦ Total Consolidated Debt means all indebtedness (including subordinated debt) of the Company on a consolidated basis (with a limited exception). • If the Company incurs certain subordinated debt or other permitted indebtedness, then the Company must maintain a Total Consolidated Debt Leverage Ratio not to exceed 4.5 to 1.0 and maintain a ratio of Senior Debt to EBITDA not to exceed 3.5 to 1.0, with Senior Debt being Total Consolidated Debt, less permitted subordinated debt. • The Company must repay loans under the Credit Agreement with the net proceeds from certain dispositions of assets under certain circumstances and limits investments in non-guarantor subsidiaries under certain circumstances if the Company’s Total Consolidated Leverage Ratio is above 3.5 to 1.0. • Quarterly payments on the term loan increased from $3.75 million to $5.0 million during the quarter ended June 30, 2022 with a final balloon payment at maturity. As a result of the borrowing capacity reduction on the revolving loan line of credit, the Company expensed $0.1 million in unamortized capitalized debt issuance costs during the year ended December 31, 2021, which was included in selling, general and administrative expenses on the Consolidated Statements of Income (Loss). The Company incurred $0.5 million in financing costs for the Amendment, of which $0.2 million of third party costs were expensed and included in selling, general and administrative expenses on the Consolidated Statements of Income (Loss). Under the Credit Agreement, the Company may borrow up to $100 million in non-U.S. Dollar currencies and use up to $20 million of the credit limit for the issuance of letters of credit. As of June 30, 2022, the Company had borrowings of $195.3 million and a total of $3.0 million of letters of credit outstanding under the Credit Agreement. The Company has capitalized costs associated with debt modifications of $0.7 million as of June 30, 2022, 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 December 12, 2023. As of June 30, 2022, 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, due to the uncertainties being caused by the COVID-19 pandemic, the significant volatility in oil prices, and volatility in the aerospace production, such matters cannot be predicted with certainty. On August 1, 2022, the Company entered into an agreement for a new Senior Credit Facility. See Note 16- Subsequent Events for additional details. 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, 2022, there was an aggregate of approximately $5.2 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%. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 2021 Beginning balance $ 1,831 $ 1,640 Acquisitions — — Payments (938) (938) Accretion of liability — — Revaluation 45 788 Foreign currency translation — — Ending balance $ 938 $ 1,490 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 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company’s Condensed Consolidated Balance Sheets include the following related to right-of-use ("ROU") Leases Classification June 30, 2022 December 31, 2021 Assets ROU assets Other assets $ 40,399 $ 42,451 Liabilities ROU - current Accrued expenses and other current liabilities $ 10,034 $ 10,040 ROU liability - long-term Other long-term liabilities 31,769 34,030 Total ROU liabilities $ 41,803 $ 44,070 Included within the balance of operating leases is a lease for the Company’s headquarters which is with a related party. The ROU liability for this facility was approximately $2.2 million and $2.9 million as of June 30, 2022 and December 31, 2021, respectively. Total rent payments for this facility were approximately $0.2 million and $0.3 million for the three months ended June 30, 2022 and June 30, 2021, respectively. Total rent payments for this facility were approximately $0.5 million and $0.7 million for the six months ended June 30, 2022 and June 30, 2021, respectively. An agreement was reached with the related party to reduce rental payments by 12.5% for the lease of the Company’s headquarters, effective February 2022 as part of a voluntary reduction. The total ROU assets attributable to finance leases were approximately $12.8 million and $13.8 million as of June 30, 2022 and December 31, 2021, respectively, which is included in Property, plant, and equipment The components of lease costs were as follows: Three months ended June 30, Six months ended June 30, Classification 2022 2021 2022 2021 Finance lease expense Amortization of ROU assets Depreciation and amortization $ 1,023 $ 1,029 $ 2,036 $ 2,091 Interest on lease liabilities Interest expense 156 181 314 373 Operating lease expense Cost of revenue; Selling, general & administrative expenses 3,203 3,274 6,401 6,577 Short-term lease expense Cost of revenue; Selling, general & administrative expenses 3 8 9 14 Variable lease expense Cost of revenue; Selling, general & administrative expenses 551 551 1,088 1,418 Total $ 4,936 $ 5,043 $ 9,848 $ 10,473 Additional information related to leases was as follows: Six months ended June 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases Finance - financing cash flows $ 2,138 $ 2,050 Finance - operating cash flows $ 314 $ 373 Operating - operating cash flows $ 6,302 $ 6,620 ROU assets obtained in the exchange for lease liabilities Finance leases $ 2,039 $ 1,623 Operating leases $ 4,378 $ 2,828 Weighted-average remaining lease term (in years) Finance leases 5.3 5.6 Operating leases 5.0 5.5 Weighted-average discount rate Finance leases 5.2 % 5.4 % Operating leases 5.5 % 5.8 % Maturities of lease liabilities as of June 30, 2022 were as follows: Finance Operating Remainder of 2022 $ 3,449 $ 6,104 2023 4,191 11,570 2024 3,279 9,400 2025 1,709 6,903 2026 1,068 5,052 Thereafter 602 9,100 Total 14,298 48,129 Less: Present value discount 1,010 6,326 Lease liability $ 13,288 $ 41,803 |
Leases | Leases The Company’s Condensed Consolidated Balance Sheets include the following related to right-of-use ("ROU") Leases Classification June 30, 2022 December 31, 2021 Assets ROU assets Other assets $ 40,399 $ 42,451 Liabilities ROU - current Accrued expenses and other current liabilities $ 10,034 $ 10,040 ROU liability - long-term Other long-term liabilities 31,769 34,030 Total ROU liabilities $ 41,803 $ 44,070 Included within the balance of operating leases is a lease for the Company’s headquarters which is with a related party. The ROU liability for this facility was approximately $2.2 million and $2.9 million as of June 30, 2022 and December 31, 2021, respectively. Total rent payments for this facility were approximately $0.2 million and $0.3 million for the three months ended June 30, 2022 and June 30, 2021, respectively. Total rent payments for this facility were approximately $0.5 million and $0.7 million for the six months ended June 30, 2022 and June 30, 2021, respectively. An agreement was reached with the related party to reduce rental payments by 12.5% for the lease of the Company’s headquarters, effective February 2022 as part of a voluntary reduction. The total ROU assets attributable to finance leases were approximately $12.8 million and $13.8 million as of June 30, 2022 and December 31, 2021, respectively, which is included in Property, plant, and equipment The components of lease costs were as follows: Three months ended June 30, Six months ended June 30, Classification 2022 2021 2022 2021 Finance lease expense Amortization of ROU assets Depreciation and amortization $ 1,023 $ 1,029 $ 2,036 $ 2,091 Interest on lease liabilities Interest expense 156 181 314 373 Operating lease expense Cost of revenue; Selling, general & administrative expenses 3,203 3,274 6,401 6,577 Short-term lease expense Cost of revenue; Selling, general & administrative expenses 3 8 9 14 Variable lease expense Cost of revenue; Selling, general & administrative expenses 551 551 1,088 1,418 Total $ 4,936 $ 5,043 $ 9,848 $ 10,473 Additional information related to leases was as follows: Six months ended June 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases Finance - financing cash flows $ 2,138 $ 2,050 Finance - operating cash flows $ 314 $ 373 Operating - operating cash flows $ 6,302 $ 6,620 ROU assets obtained in the exchange for lease liabilities Finance leases $ 2,039 $ 1,623 Operating leases $ 4,378 $ 2,828 Weighted-average remaining lease term (in years) Finance leases 5.3 5.6 Operating leases 5.0 5.5 Weighted-average discount rate Finance leases 5.2 % 5.4 % Operating leases 5.5 % 5.8 % Maturities of lease liabilities as of June 30, 2022 were as follows: Finance Operating Remainder of 2022 $ 3,449 $ 6,104 2023 4,191 11,570 2024 3,279 9,400 2025 1,709 6,903 2026 1,068 5,052 Thereafter 602 9,100 Total 14,298 48,129 Less: Present value discount 1,010 6,326 Lease liability $ 13,288 $ 41,803 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings and Government Investigations The Company is periodically involved in lawsuits, investigations and claims that arise in the ordinary course of business. The Company cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against it. Except for possible losses from the matters described below, the Company does not believe that any currently pending or threatened legal proceeding to which the Company is or is likely to become a party will have a material adverse effect on its business, results of operations, cash flows or financial condition. The costs incurred by the Company to defend lawsuits, investigations and claims and amounts the Company pays to other parties because of these matters may be covered by insurance in some circumstances. Litigation and Commercial Claims The Company was contracted to perform inspections of welds on various pipeline projects in Texas for a customer. As of June 30, 2022, approximately $1.4 million of past due receivables were outstanding from this customer. The customer provided the Company with notice in December 2019, alleging that the Company’s inspection of 66 welds (out of approximately 16,000 welds inspected) were not in compliance with the contract, claimed approximately $7.6 million in damages, and requested that the Company pay these damages and any other damages incurred. The Company filed a lawsuit in the District Court of Bexar County, Texas, 37th Judicial District, in an action captioned Mistras Group, Inc. v. Epic Y-Grade Pipeline LP, to recover the $1.4 million and other amounts due to the Company. The customer filed a counterclaim, alleging breach of contract and seeking recovery of its alleged damages. The Company believes that any successful claim by the customer regarding the Company’s workmanship will be covered by insurance, subject to payment of a deductible. At this time, the Company is unable to determine whether it has any liability in connection with this matter and if so, the amount or range of any such liability, and accordingly, has not established any accruals for this matter. Accordingly, the Company recorded a reserve in the amount of $1.4 million during the twelve months ended December 31, 2019 for these past due receivables. Two proceedings have been filed in California Superior Court for the County of Los Angeles regarding alleged violations of the California Labor Code. Both cases are captioned Justin Price v. Mistras Group, Inc. , one being a purported class action lawsuit on behalf of current and former Mistras employees in California and the other was filed on behalf of the State of California under the California Private Attorney General Act on the basis of the same alleged violations. The two cases have been consolidated and are requesting payment of all damages, including unpaid wages, and various fines and penalties available under California law. On May 4, 2021, the Company agreed to a settlement of all claims in the cases, which was more formally documented pursuant to a settlement agreement completed October 5, 2021, as amended as of May 3, 2022. Pursuant to the settlement, the Company will pay $2.3 million to resolve the allegations in these proceedings and will be responsible for the employer portion of payroll taxes on the amount of the settlement allocated to wages. The settlement received preliminary court approval on May 12, 2022, but is still subject to final court approval and will cover claims for the period from June 2016 through July 31, 2021. The Company recorded expense of approximately $1.6 million during the three months ended March 31, 2021 related to this settlement, which is in addition to expense of $0.8 million the Company recorded during the three months ended December 31, 2020. Pension Related Contingencies Certain of Company’s subsidiaries had significant reductions in their unionized workers in 2018. The collective bargaining agreements for these employees required contributions for these employees to national multi-employer pension funds. The reduction in employees resulted in a subsidiary incurring a complete withdrawal to one of the pension funds under the Employee Retirement Income Security Act of 1974 ("ERISA"), which was fully satisfied in 2019. The Company has determined that the subsidiary is likely to incur partial or complete withdrawal liability to the other pension fund. The balance of the estimated total amount of this potential liability as of June 30, 2022 is approximately $2.5 million, which were incurred in 2018 and 2019. Severance and labor disputes During December 2019, the Company executed an agreement to sell the rights of certain customer "staff leasing" contracts related to its German subsidiary for total consideration of approximately $0.1 million, effective January 1, 2020. No other assets or liabilities other than those employee benefits related to employees working on the customer contracts were included in the sale. As of June 30, 2022, the Company has approximately $0.1 million of accrued estimated severance payment obligations, which takes into account the Company’s estimate with respect to the employees that have been or will be transitioned to the German subsidiaries' other customers. The $0.1 million of estimated obligations is net of $0.4 million in payments made and $1.0 million in reversals due to employees being transitioned to customer contracts. The Company was entitled to indemnification on certain labor claims from the sellers of a company acquired by its Brazilian subsidiary. The Company and the sellers entered into a settlement agreement for approximately $1.0 million, which provided for payment in two installments, the first for approximately 31% of the settlement and the second for the remaining 69%. The first installment in the amount of approximately $0.3 million was paid by the sellers in December 2020 and the Company recognized that amount as a gain in selling, general and administrative expenses in the same period. The remaining payment for $0.6 million was received in the first quarter of 2021 and the Company recognized that amount as a gain in selling, general and administrative expenses in the same period. Acquisition and disposition related contingencies The Company is liable for contingent consideration in connection with certain of its acquisitions. As of June 30, 2022, total potential acquisition-related contingent consideration ranged from zero to approximately $1.9 million and would be payable upon the achievement of specific performance metrics by certain of the acquired companies over the next three months. During 2018, the Company sold a subsidiary in the Products and Systems segment. As part of the sale, the Company entered into a three-year agreement to purchase products from the buyer, with a cumulative commitment of $2.3 million, of which $0.8 million is remaining as of June 30, 2022. The agreement is based on third-party pricing and the Company's planned purchase requirements over the three-year purchase period to meet the minimum contractual purchases. On August 3, 2021, the Company entered into an agreement and extended the period by twelve months . As of June 30, 2022, approximately $0.8 million is remaining on the amended purchase commitment. The agreement is based on third party pricing and the Company’s planned purchase requirements over the duration of the extension to meet the minimum contractual purchases. |
Segment Disclosure
Segment Disclosure | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Disclosure | Segment Disclosure The Company’s three operating segments are: • Services. 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. During the first quarter of 2022 the Company finalized a transfer pricing study which resulted in additional costs being allocated from Corporate to the operating segments with the majority of the costs allocated to the Services segment. These costs are reflected in operating income (loss) of each segment. 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 Services 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, 2022 2021 2022 2021 Revenue Services $ 149,528 $ 144,977 $ 282,474 $ 269,275 International 29,610 31,951 57,748 59,599 Products and Systems 2,652 3,203 5,588 6,191 Corporate and eliminations (2,759) (2,454) (5,117) (3,653) $ 179,031 $ 177,677 $ 340,693 $ 331,412 Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Gross profit Services $ 42,954 $ 43,761 $ 73,479 $ 74,837 International 9,440 9,615 17,630 17,240 Products and Systems 1,157 1,952 2,325 3,233 Corporate and eliminations 7 8 16 27 $ 53,558 $ 55,336 $ 93,450 $ 95,337 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, 2022 2021 2022 2021 Income (loss) from operations Services $ 14,855 $ 18,358 $ 18,615 $ 22,906 International 1,580 1,809 1,864 989 Products and Systems (420) 209 (1,002) (372) Corporate and eliminations (6,439) (9,002) (14,600) (16,895) $ 9,576 $ 11,374 $ 4,877 $ 6,628 Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Depreciation and amortization Services $ 6,166 $ 6,211 $ 12,759 $ 12,325 International 1,919 2,175 3,977 4,385 Products and Systems 120 215 337 443 Corporate and eliminations (77) 31 (138) 44 $ 8,128 $ 8,632 $ 16,935 $ 17,197 June 30, 2022 December 31, 2021 Intangible assets, net Services $ 47,900 $ 51,862 International 5,071 6,344 Products and Systems 1,182 1,042 Corporate and eliminations 125 133 $ 54,278 $ 59,381 June 30, 2022 December 31, 2021 Total assets Services $ 428,218 $ 424,058 International 101,086 111,619 Products and Systems 11,476 10,532 Corporate and eliminations 14,762 15,986 $ 555,542 $ 562,195 Refer to Note 2 – Revenue , for revenue by geographic area for the three and six months ended June 30, 2022 and 2021. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 1, 2022 Mistras Group, Inc. entered into a credit agreement (the "Credit Agreement") with JPMorgan Chase Bank N.A., as administrative agent for the lenders and a lender, BofA Securities as Syndication Agent and a lender, and the other lenders set forth in the Credit Agreement. The Credit Agreement was filed as Exhibit 10.1 to the Company's Form 8-K filed with the SEC on August 2, 2022. The Credit Agreement, among other things, provides the Company with a $190 million 5-year committed revolving credit facility and a $125 million term loan. The Credit Agreement has a maturity date of July 30, 2027 and permits the Company to borrow up to $100 million in non-US dollar currencies and to use up to $20 million of the credit limit for the issuance of letters of credit. 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. We have the benefit of the lowest SOFR margin if our Total Consolidated Debt Leverage Ratio is equal to or less than 1.25 to 1, and the margin increases as the ratio increases, to the maximum margin if the ratio is greater than 3.75 to 1. 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. |
Description of Business_and B_2
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Unaudited Condensed Consolidated Financial Statements contained in this report have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and Securities and Exchange Commission ("SEC") guidance allowing for reduced disclosure for interim periods. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods of the years ending December 31, 2022 and December 31, 2021. |
Principles of Consolidation | Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of Mistras Group, Inc. as well as its wholly-owned subsidiaries, majority-owned subsidiaries and consolidated variable interest entities (VIE). For subsidiaries in which the Company’s ownership interest is less than 100%, the non-controlling interests are reported in stockholders’ equity in the accompanying Condensed Consolidated Balance Sheets. The non-controlling interests in net results, net of tax, is classified separately in the accompanying Unaudited Condensed Consolidated Statements of Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations of companies acquired are included from the date of acquisition. |
Reclassification | Reclassification Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have a material effect on the Company’s financial condition or results of operations as previously reported. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of our assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. Our net deferred tax assets primarily consist of net operating loss carry forwards, or NOLs. A valuation allowance is provided if it is more likely than not that some or all 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, 2022, 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 37.4% and 27.7% for the three months ended June 30, 2022 and 2021, respectively. The Company’s effective income tax rate was approximately 183.6% and (125.4)% for the six months ended June 30, 2022 and 2021, respectively. The effective income tax rate for the three months ended June 30, 2022, was higher than the statutory rate primarily due to a $0.7 million valuation allowance recorded on a foreign jurisdiction. The effective income tax rate for the three months ended June 30, 2021 was higher than the statutory rate due to earnings in jurisdictions with higher income tax rates than the United States. The valuation allowance of $0.7 million has been recorded to recognize only the portion of the deferred tax assets that are more likely than not to be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. The effective income tax rate for the six months ended June 30, 2022 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, 2021 was lower than the statutory rate due to capitalization of certain non-US intercompany balances which resulted in a deductible foreign exchange loss in the US. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2020 and updated in January 2021, the FASB issued ASU 2020-04 and 2021-01, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating applicable contracts and the available expedients provided by the new guidance. |
Revenue | Revenue The Company derives the majority of its revenue by providing services on a time and material basis, and are short-term in nature. The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers . Performance Obligations The Company provides highly integrated and bundled inspection services to its customers. The majority of the Company’s contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and is, therefore, not distinct. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the Company’s best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is a relative selling price based on price lists. Contract modifications are not routine in the performance of the Company’s contracts. Generally, when contracts are modified, the modification is to account for changes in scope to the goods and services that are provided. In most instances, contract modifications are for goods or services that are distinct, and, therefore, are accounted for as a separate contract. The Company’s performance obligations are satisfied over time as work progresses or at a point in time. The majority of the Company’s revenue is recognized over time as work progresses for the Company’s service deliverables, which includes providing testing, inspection and mechanical services to our customers. Revenue is recognized over time, based on time and material incurred to date which best portrays the transfer of control to the customer. The Company also utilizes an available practical expedient that provides for revenue to be recognized in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. Fixed fee arrangements are determined based on expected labor, material, and overhead to be consumed on fulfillment of such services. For these arrangements, revenue is recognized on a cost-to-cost method tracked on an input basis. The majority of our revenue recognized at a point in time is related to product sales when the customer obtains control of the asset, which is generally upon shipment to the customer. Contract costs include labor, material and overhead. The Company expects any significant remaining performance obligations to be satisfied within one year. Contract Estimates The majority of the Company’s revenues are short-term in nature. The Company enters into master service agreements (MSAs) with customers that specify an overall framework and contract terms. The actual contracting to provide services or furnish products are triggered by a work order, purchase order, or some similar document issued pursuant to a MSA which sets forth the scope of services and/or identifies the products to be provided. From time-to-time, the Company may enter into longer-term contracts, which can range from several months to several years. Revenue on certain contracts is recognized as work is performed based on total costs incurred to date in relation to the total estimated costs for the performance of the contract at completion. This includes contract estimates of costs to be incurred for the performance of the contract. Cost estimation is based upon the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Factors that are considered in estimating the work to be completed include the availability of materials, the effect of any delays in the Company’s project performance and the recoverability of any claims. Whenever revisions of estimates, contract costs and/or contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheets. Amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, generally at periodic intervals (e.g., weekly, bi-weekly or monthly). Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, the Company sometimes receives advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are aggregated on an individual contract basis and reported on the Consolidated Balance Sheets at the end of each reporting period within accounts receivable, net or accrued expenses and other current liabilities. |
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 |
Segment Disclosure | Segment Disclosure The Company’s three operating segments are: • Services. 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. During the first quarter of 2022 the Company finalized a transfer pricing study which resulted in additional costs being allocated from Corporate to the operating segments with the majority of the costs allocated to the Services segment. These costs are reflected in operating income (loss) of each segment. 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 Services 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. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 Services International Products Corp/Elim Total Oil & Gas $ 93,098 $ 8,028 $ 139 $ — $ 101,265 Aerospace & Defense 17,300 5,118 26 — 22,444 Industrials 9,794 6,506 333 — 16,633 Power generation & Transmission 8,378 1,997 678 — 11,053 Other Process Industries 11,641 3,754 14 — 15,409 Infrastructure, Research & Engineering 3,183 2,193 442 — 5,818 Petrochemical 3,584 55 — — 3,639 Other 2,550 1,959 1,020 (2,759) 2,770 Total $ 149,528 $ 29,610 $ 2,652 $ (2,759) $ 179,031 Three Months Ended June 30, 2021 Services International Products Corp/Elim Total Oil & Gas $ 85,831 $ 9,533 $ 212 $ — $ 95,576 Aerospace & Defense 12,779 4,127 29 — 16,935 Industrials 11,242 6,194 418 — 17,854 Power generation & Transmission 10,073 3,183 830 — 14,086 Other Process Industries 10,356 3,627 35 — 14,018 Infrastructure, Research & Engineering 5,174 3,254 825 — 9,253 Petrochemical 5,936 47 — — 5,983 Other 3,586 1,986 854 (2,454) 3,972 Total $ 144,977 $ 31,951 $ 3,203 $ (2,454) $ 177,677 Six Months Ended June 30, 2022 Services International Products Corp/Elim Total Oil & Gas $ 179,711 $ 15,600 $ 177 $ — $ 195,488 Aerospace & Defense 32,322 10,058 134 — 42,514 Industrials 18,801 12,034 835 — 31,670 Power generation & Transmission 12,200 4,559 1,523 — 18,282 Other Process Industries 21,934 7,272 15 — 29,221 Infrastructure, Research & Engineering 5,689 4,232 1,339 — 11,260 Petrochemical 6,629 133 — — 6,762 Other 5,188 3,860 1,565 (5,117) 5,496 Total $ 282,474 $ 57,748 $ 5,588 $ (5,117) $ 340,693 Six Months Ended June 30, 2021 Services International Products Corp/Elim Total Oil & Gas $ 165,051 $ 17,469 $ 268 $ — $ 182,788 Aerospace & Defense 24,602 8,444 64 — 33,110 Industrials 20,061 11,043 745 — 31,849 Power generation & Transmission 15,607 5,161 1,589 — 22,357 Other Process Industries 18,212 6,539 44 — 24,795 Infrastructure, Research & Engineering 8,343 7,010 1,969 — 17,322 Petrochemical 11,400 119 — — 11,519 Other 5,999 3,814 1,512 (3,653) 7,672 Total $ 269,275 $ 59,599 $ 6,191 $ (3,653) $ 331,412 Revenue per key geographic location was as follows: Three Months Ended June 30, 2022 Services International Products Corp/Elim Total United States $ 126,286 $ 334 $ 1,492 $ (567) $ 127,545 Other Americas 22,553 1,376 168 (1,105) 22,992 Europe 415 27,353 514 (955) 27,327 Asia-Pacific 274 547 478 (132) 1,167 Total $ 149,528 $ 29,610 $ 2,652 $ (2,759) $ 179,031 Three Months Ended June 30, 2021 Services International Products Corp/Elim Total United States $ 122,762 $ 241 $ 1,668 $ (895) $ 123,776 Other Americas 21,288 1,149 101 (809) 21,729 Europe 596 30,084 503 (745) 30,438 Asia-Pacific 331 477 931 (5) 1,734 Total $ 144,977 $ 31,951 $ 3,203 $ (2,454) $ 177,677 Six Months Ended June 30, 2022 Services International Products Corp/Elim Total United States $ 240,221 $ 507 $ 2,843 $ (1,222) $ 242,349 Other Americas 40,605 2,717 184 (1,714) 41,792 Europe 1,159 53,273 1,094 (1,879) 53,647 Asia-Pacific 489 1,251 1,467 (302) 2,905 Total $ 282,474 $ 57,748 $ 5,588 $ (5,117) $ 340,693 Six Months Ended June 30, 2021 Services International Products Corp/Elim Total United States $ 227,308 $ 449 $ 3,128 $ (1,286) $ 229,599 Other Americas 40,166 2,326 168 (872) 41,788 Europe 890 55,978 963 (1,357) 56,474 Asia-Pacific 911 846 1,932 (138) 3,551 Total $ 269,275 $ 59,599 $ 6,191 $ (3,653) $ 331,412 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 and 2021: Six months ended June 30, 2022 2021 Common Stock Options Weighted Average Exercise Price Common Stock Options Weighted Average Exercise Price Outstanding at beginning of period: 5 $ 22.35 5 $ 22.35 Granted — $ — — $ — Exercised — $ — — $ — Expired or forfeited (5) $ 22.35 — $ — Outstanding at end of period: — $ — 5 $ 22.35 |
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, 2022 2021 Restricted stock awards vested 326 238 Fair value of awards vested $ 2,164 $ 2,670 |
Schedule of Fully-vested Common Stock Issued to Non-employee Directors | A summary of the fully-vested common stock the Company issued to its six non-employee directors, in connection with its non-employee director compensation plan, is as follows: Six months ended June 30, 2022 2021 Awards issued 34 25 Grant date fair value of awards issued $ 225 $ 258 |
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, 2022 2021 Units Weighted Units Weighted Outstanding at beginning of period: 1,208 $ 7.96 1,076 $ 7.41 Granted 675 $ 7.65 528 $ 10.07 Released (326) $ 10.03 (238) $ 10.98 Forfeited (20) $ 8.49 (39) $ 8.77 Outstanding at end of period: 1,537 $ 7.38 1,327 $ 7.78 A summary of the Company’s PRSU activity is as follows: Six months ended June 30, 2022 2021 Units Weighted Units Weighted Outstanding at beginning of period: 388 $ 10.07 333 $ 8.84 Granted 341 $ 6.55 189 $ 12.59 Performance condition adjustments (163) $ 8.34 (193) $ 7.80 Released (17) $ 6.85 (22) $ 13.63 Forfeited — $ — — $ — Outstanding at end of period: 549 $ 9.12 307 $ 12.56 |
Earnings (loss) per Share (Tabl
Earnings (loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 2021 2022 2021 Basic earnings (loss) per share Numerator: Net income (loss) attributable to Mistras Group, Inc. $ 4,643 $ 5,937 $ (720) $ 575 Denominator: Weighted average common shares outstanding 29,957 29,602 29,840 29,514 Basic earnings (loss) per share $ 0.15 $ 0.20 $ (0.02) $ 0.02 Diluted earnings (loss) per share: Numerator: Net income (loss) attributable to Mistras Group, Inc. $ 4,643 $ 5,937 $ (720) $ 575 Denominator: Weighted average common shares outstanding 29,957 29,602 29,840 29,514 Dilutive effect of stock options outstanding — — — — Dilutive effect of restricted stock units outstanding (1) 276 534 — 525 30,233 30,136 29,840 30,039 Diluted earnings (loss) per share $ 0.15 $ 0.20 $ (0.02) $ 0.02 _______________ (1) For the six months ended June 30, 2022, 1,412,073 shares related to restricted stock were excluded from the calculation of diluted EPS due to the net loss for the period. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Acquisition-related Expense | These amounts are reported as Acquisition-related expense, net on the Unaudited Condensed Consolidated Statements of Income (Loss) and were as follows for the three and six months ended June 30, 2022 and 2021: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Due diligence, professional fees and other transaction costs $ 13 $ — $ 18 $ 34 Adjustments to fair value of contingent consideration liabilities — 545 45 788 Acquisition-related expense, net $ 13 $ 545 $ 63 $ 822 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable consisted of the following: June 30, 2022 December 31, 2021 Trade accounts receivable $ 133,600 $ 112,739 Allowance for credit losses (4,028) (3,228) Accounts receivable, net $ 129,572 $ 109,511 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, net | Property, plant and equipment consisted of the following: Useful Life (Years) June 30, 2022 December 31, 2021 Land $ 2,526 $ 2,762 Buildings and improvements 30-40 24,380 24,787 Office furniture and equipment 5-8 19,482 16,620 Machinery and equipment 5-7 244,205 250,166 290,593 294,335 Accumulated depreciation and amortization (210,008) (207,757) Property, plant and equipment, net $ 80,585 $ 86,578 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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: Services International Products and Systems Total Balance at December 31, 2021 $ 190,656 $ 14,783 $ — $ 205,439 Foreign currency translation (1,188) (1,145) — (2,333) Balance at June 30, 2022 $ 189,468 $ 13,638 $ — $ 203,106 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 December 31, 2021 Useful Life Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships 5-18 $ 109,922 $ (81,443) $ 28,479 $ 112,109 $ (80,319) $ 31,790 Software/Technology 3-15 51,903 (27,500) 24,403 52,265 (26,415) 25,850 Covenants not to compete 2-5 12,570 (12,420) 150 12,623 (12,390) 233 Other 2-12 10,477 (9,231) 1,246 10,574 (9,066) 1,508 Total $ 184,872 $ (130,594) $ 54,278 $ 187,571 $ (128,190) $ 59,381 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: June 30, 2022 December 31, 2021 Accrued salaries, wages and related employee benefits $ 34,147 $ 33,816 Contingent consideration, current portion 938 1,830 Accrued workers’ compensation and health benefits 4,054 3,994 Deferred revenue 8,350 6,202 Pension accrual 2,519 2,519 Right-of-use liability - Operating 10,034 10,040 Other accrued expenses 24,793 25,462 Total $ 84,835 $ 83,863 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: June 30, 2022 December 31, 2021 Senior credit facility $ 127,250 $ 119,500 Senior secured term loan, net of unamortized debt issuance costs of $0.1 million and $0.2 million, respectively 67,976 76,673 Other 5,163 6,392 Total debt 200,389 202,565 Less: Current portion (21,227) (20,162) Long-term debt, net of current portion $ 179,162 $ 182,403 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 2021 Beginning balance $ 1,831 $ 1,640 Acquisitions — — Payments (938) (938) Accretion of liability — — Revaluation 45 788 Foreign currency translation — — Ending balance $ 938 $ 1,490 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information | The Company’s Condensed Consolidated Balance Sheets include the following related to right-of-use ("ROU") Leases Classification June 30, 2022 December 31, 2021 Assets ROU assets Other assets $ 40,399 $ 42,451 Liabilities ROU - current Accrued expenses and other current liabilities $ 10,034 $ 10,040 ROU liability - long-term Other long-term liabilities 31,769 34,030 Total ROU liabilities $ 41,803 $ 44,070 |
Schedule of Components of Lease Costs and Other Information Related to Leases | The components of lease costs were as follows: Three months ended June 30, Six months ended June 30, Classification 2022 2021 2022 2021 Finance lease expense Amortization of ROU assets Depreciation and amortization $ 1,023 $ 1,029 $ 2,036 $ 2,091 Interest on lease liabilities Interest expense 156 181 314 373 Operating lease expense Cost of revenue; Selling, general & administrative expenses 3,203 3,274 6,401 6,577 Short-term lease expense Cost of revenue; Selling, general & administrative expenses 3 8 9 14 Variable lease expense Cost of revenue; Selling, general & administrative expenses 551 551 1,088 1,418 Total $ 4,936 $ 5,043 $ 9,848 $ 10,473 Additional information related to leases was as follows: Six months ended June 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases Finance - financing cash flows $ 2,138 $ 2,050 Finance - operating cash flows $ 314 $ 373 Operating - operating cash flows $ 6,302 $ 6,620 ROU assets obtained in the exchange for lease liabilities Finance leases $ 2,039 $ 1,623 Operating leases $ 4,378 $ 2,828 Weighted-average remaining lease term (in years) Finance leases 5.3 5.6 Operating leases 5.0 5.5 Weighted-average discount rate Finance leases 5.2 % 5.4 % Operating leases 5.5 % 5.8 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities as of June 30, 2022 were as follows: Finance Operating Remainder of 2022 $ 3,449 $ 6,104 2023 4,191 11,570 2024 3,279 9,400 2025 1,709 6,903 2026 1,068 5,052 Thereafter 602 9,100 Total 14,298 48,129 Less: Present value discount 1,010 6,326 Lease liability $ 13,288 $ 41,803 |
Schedule of Maturities of Finance Lease Liabilities | Maturities of lease liabilities as of June 30, 2022 were as follows: Finance Operating Remainder of 2022 $ 3,449 $ 6,104 2023 4,191 11,570 2024 3,279 9,400 2025 1,709 6,903 2026 1,068 5,052 Thereafter 602 9,100 Total 14,298 48,129 Less: Present value discount 1,010 6,326 Lease liability $ 13,288 $ 41,803 |
Segment Disclosure (Tables)
Segment Disclosure (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 2021 2022 2021 Revenue Services $ 149,528 $ 144,977 $ 282,474 $ 269,275 International 29,610 31,951 57,748 59,599 Products and Systems 2,652 3,203 5,588 6,191 Corporate and eliminations (2,759) (2,454) (5,117) (3,653) $ 179,031 $ 177,677 $ 340,693 $ 331,412 Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Gross profit Services $ 42,954 $ 43,761 $ 73,479 $ 74,837 International 9,440 9,615 17,630 17,240 Products and Systems 1,157 1,952 2,325 3,233 Corporate and eliminations 7 8 16 27 $ 53,558 $ 55,336 $ 93,450 $ 95,337 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, 2022 2021 2022 2021 Income (loss) from operations Services $ 14,855 $ 18,358 $ 18,615 $ 22,906 International 1,580 1,809 1,864 989 Products and Systems (420) 209 (1,002) (372) Corporate and eliminations (6,439) (9,002) (14,600) (16,895) $ 9,576 $ 11,374 $ 4,877 $ 6,628 Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Depreciation and amortization Services $ 6,166 $ 6,211 $ 12,759 $ 12,325 International 1,919 2,175 3,977 4,385 Products and Systems 120 215 337 443 Corporate and eliminations (77) 31 (138) 44 $ 8,128 $ 8,632 $ 16,935 $ 17,197 June 30, 2022 December 31, 2021 Intangible assets, net Services $ 47,900 $ 51,862 International 5,071 6,344 Products and Systems 1,182 1,042 Corporate and eliminations 125 133 $ 54,278 $ 59,381 June 30, 2022 December 31, 2021 Total assets Services $ 428,218 $ 424,058 International 101,086 111,619 Products and Systems 11,476 10,532 Corporate and eliminations 14,762 15,986 $ 555,542 $ 562,195 |
Description of Business_and B_3
Description of Business and Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Tax Credit Carryforward [Line Items] | ||||
Effective income tax rate | 37.40% | 27.70% | 183.60% | (125.40%) |
Valuation allowance as of period end | $ 0.7 | $ 0.7 | ||
State and Local Jurisdiction | ||||
Tax Credit Carryforward [Line Items] | ||||
Valuation allowance recorded during the period related to deferred tax assets | $ 0.7 | $ 0.7 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
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 | $ 1.4 | $ 3.3 |
Revenue, practical expedient, incremental cost of obtaining a contract, maximum period (less than) | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, expected timing of satisfaction period | 1 year |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 179,031 | $ 177,677 | $ 340,693 | $ 331,412 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 127,545 | 123,776 | 242,349 | 229,599 |
Other Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 22,992 | 21,729 | 41,792 | 41,788 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 27,327 | 30,438 | 53,647 | 56,474 |
Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,167 | 1,734 | 2,905 | 3,551 |
Oil & Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 101,265 | 95,576 | 195,488 | 182,788 |
Aerospace & Defense | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 22,444 | 16,935 | 42,514 | 33,110 |
Industrials | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 16,633 | 17,854 | 31,670 | 31,849 |
Power generation & Transmission | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 11,053 | 14,086 | 18,282 | 22,357 |
Other Process Industries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 15,409 | 14,018 | 29,221 | 24,795 |
Infrastructure, Research & Engineering | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,818 | 9,253 | 11,260 | 17,322 |
Petrochemical | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,639 | 5,983 | 6,762 | 11,519 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,770 | 3,972 | 5,496 | 7,672 |
Operating segments | Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 149,528 | 144,977 | 282,474 | 269,275 |
Operating segments | Services | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 126,286 | 122,762 | 240,221 | 227,308 |
Operating segments | Services | Other Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 22,553 | 21,288 | 40,605 | 40,166 |
Operating segments | Services | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 415 | 596 | 1,159 | 890 |
Operating segments | Services | Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 274 | 331 | 489 | 911 |
Operating segments | Services | Oil & Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 93,098 | 85,831 | 179,711 | 165,051 |
Operating segments | Services | Aerospace & Defense | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 17,300 | 12,779 | 32,322 | 24,602 |
Operating segments | Services | Industrials | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 9,794 | 11,242 | 18,801 | 20,061 |
Operating segments | Services | Power generation & Transmission | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 8,378 | 10,073 | 12,200 | 15,607 |
Operating segments | Services | Other Process Industries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 11,641 | 10,356 | 21,934 | 18,212 |
Operating segments | Services | Infrastructure, Research & Engineering | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,183 | 5,174 | 5,689 | 8,343 |
Operating segments | Services | Petrochemical | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,584 | 5,936 | 6,629 | 11,400 |
Operating segments | Services | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,550 | 3,586 | 5,188 | 5,999 |
Operating segments | International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 29,610 | 31,951 | 57,748 | 59,599 |
Operating segments | International | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 334 | 241 | 507 | 449 |
Operating segments | International | Other Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,376 | 1,149 | 2,717 | 2,326 |
Operating segments | International | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 27,353 | 30,084 | 53,273 | 55,978 |
Operating segments | International | Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 547 | 477 | 1,251 | 846 |
Operating segments | International | Oil & Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 8,028 | 9,533 | 15,600 | 17,469 |
Operating segments | International | Aerospace & Defense | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,118 | 4,127 | 10,058 | 8,444 |
Operating segments | International | Industrials | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,506 | 6,194 | 12,034 | 11,043 |
Operating segments | International | Power generation & Transmission | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,997 | 3,183 | 4,559 | 5,161 |
Operating segments | International | Other Process Industries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,754 | 3,627 | 7,272 | 6,539 |
Operating segments | International | Infrastructure, Research & Engineering | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,193 | 3,254 | 4,232 | 7,010 |
Operating segments | International | Petrochemical | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 55 | 47 | 133 | 119 |
Operating segments | International | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,959 | 1,986 | 3,860 | 3,814 |
Operating segments | Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,652 | 3,203 | 5,588 | 6,191 |
Operating segments | Products | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,492 | 1,668 | 2,843 | 3,128 |
Operating segments | Products | Other Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 168 | 101 | 184 | 168 |
Operating segments | Products | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 514 | 503 | 1,094 | 963 |
Operating segments | Products | Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 478 | 931 | 1,467 | 1,932 |
Operating segments | Products | Oil & Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 139 | 212 | 177 | 268 |
Operating segments | Products | Aerospace & Defense | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 26 | 29 | 134 | 64 |
Operating segments | Products | Industrials | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 333 | 418 | 835 | 745 |
Operating segments | Products | Power generation & Transmission | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 678 | 830 | 1,523 | 1,589 |
Operating segments | Products | Other Process Industries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 14 | 35 | 15 | 44 |
Operating segments | Products | Infrastructure, Research & Engineering | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 442 | 825 | 1,339 | 1,969 |
Operating segments | Products | Petrochemical | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Operating segments | Products | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,020 | 854 | 1,565 | 1,512 |
Corp/Elim | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (2,759) | (2,454) | (5,117) | (3,653) |
Corp/Elim | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (567) | (895) | (1,222) | (1,286) |
Corp/Elim | Other Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (1,105) | (809) | (1,714) | (872) |
Corp/Elim | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (955) | (745) | (1,879) | (1,357) |
Corp/Elim | Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (132) | (5) | (302) | (138) |
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 | $ (2,759) | $ (2,454) | $ (5,117) | $ (3,653) |
Share-Based Compensation - Equi
Share-Based Compensation - Equity Incentive Plans (Details) | 6 Months Ended | |
May 19, 2020 shares | Jun. 30, 2022 plan shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of equity incentive plans | plan | 2 | |
2009 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards that may be granted (in shares) | 0 | |
2016 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards that may be granted (in shares) | 1,600,000 | |
Increase in total number of shares authorized for issuance (in shares) | 1,200,000 | |
Total number of shares authorized for issuance (in shares) | 4,900,000 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Options (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options fully vested (in shares) | 1 | |||
Unrecognized compensation costs | $ 0 | $ 0 | ||
Common Stock Options | ||||
Outstanding at beginning of period (in shares) | 5,000 | 5,000 | ||
Granted (in shares) | 0 | 0 | ||
Exercised (in shares) | 0 | 0 | ||
Expired or forfeited (in shares) | (5,000) | 0 | ||
Outstanding at end of period (in shares) | 0 | 5,000 | 0 | 5,000 |
Weighted Average Exercise Price | ||||
Outstanding at beginning of period (in dollars per share) | $ 22.35 | $ 22.35 | ||
Granted (in dollars per share) | 0 | 0 | ||
Exercised (in dollars per share) | 0 | 0 | ||
Expired or forfeited (in dollars per share) | 22.35 | 0 | ||
Outstanding at end of period (in dollars per share) | $ 0 | $ 22.35 | $ 0 | $ 22.35 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recognized share-based compensation expense | $ 0 | $ 0 | $ 0 | $ 0 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Unit Awards - Narrative (Details) - Restricted Stock Unit Awards - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recognized share-based compensation expense (benefit) | $ 0.9 | $ 0.9 | $ 1.9 | $ 1.8 |
Unrecognized compensation cost, net of estimated forfeitures | $ 8.6 | $ 8.6 | ||
Weighted-average period over which unrecognized compensation cost is expected to be recognized (years) | 2 years 10 months 24 days |
Share-Based Compensation - Vest
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, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock awards vested (in shares) | 326 | 238 |
Fair value of awards vested | $ 2,164 | $ 2,670 |
Share-Based Compensation - Full
Share-Based Compensation - Fully-vested Common Stock Issued to Non-employee Directors (Details) - Common Stock - Non-employee Directors shares in Thousands, $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) director shares | Jun. 30, 2021 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of non-employee directors to whom fully vested common stock is granted | director | 6 | |
Awards issued (in shares) | shares | 34 | 25 |
Grant date fair value of awards issued | $ | $ 225 | $ 258 |
Share-Based Compensation - Re_2
Share-Based Compensation - Restricted Stock Units Awards - Activity (Details) - Restricted Stock Unit Awards - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Restricted Stock Units Awards (Units) | ||
Outstanding at beginning of period (in shares) | 1,208 | 1,076 |
Granted (in shares) | 675 | 528 |
Released (in shares) | (326) | (238) |
Forfeited (in shares) | (20) | (39) |
Outstanding at end of period (in shares) | 1,537 | 1,327 |
Weighted Average Grant-Date Fair Value (in dollars per share) | ||
Outstanding at the beginning of period (in dollars per share) | $ 7.96 | $ 7.41 |
Granted (in dollars per share) | 7.65 | 10.07 |
Released (in dollars per share) | 10.03 | 10.98 |
Forfeited (in dollars per share) | 8.49 | 8.77 |
Outstanding at end of period (in dollars per share) | $ 7.38 | $ 7.78 |
Share-Based Compensation - Perf
Share-Based Compensation - Performance Restricted Stock Units - Narrative (Details) - PRSUs shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) shares | Jun. 30, 2022 USD ($) metric shares | Jun. 30, 2021 USD ($) shares | Dec. 31, 2020 shares | Dec. 31, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of units increased (decreased) during the period (in shares) | shares | (163) | |||||
Recognized share-based compensation expense (benefit) | $ | $ 0.3 | $ 0.3 | $ 0.6 | $ 0.4 | ||
Unrecognized compensation cost | $ | $ 2 | $ 2 | ||||
Nonvested shares outstanding (in shares) | shares | 549 | 307 | 549 | 307 | 333 | 388 |
Weighted-average period over which unrecognized compensation cost is expected to be recognized (years) | 2 years 2 months 12 days | |||||
Executive and Senior Officers | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance period (years) | 1 year | |||||
Requisite service period | 5 years | |||||
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% | |||||
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% | |||||
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% | |||||
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% | |||||
Executive Officers | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance period (years) | 1 year | |||||
Number of performance award metrics | metric | 3 | |||||
Average share price trading period | 20 days | 20 days | ||||
Last days trading period | 20 days | 20 days | ||||
Dividend yield | 0% |
Share-Based Compensation - Pe_2
Share-Based Compensation - Performance Restricted Stock Units - Activity (Details) - PRSUs - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Performance Restricted Stock (Units) | ||
Outstanding at beginning of period (in shares) | 388 | 333 |
Granted (in shares) | 341 | 189 |
Performance condition adjustments (in shares) | (163) | (193) |
Released (in shares) | (17) | (22) |
Forfeited (in shares) | 0 | 0 |
Outstanding at end of period (in shares) | 549 | 307 |
Weighted Average Grant-Date Fair Value (in dollars per share) | ||
Outstanding at the beginning of period (in dollars per share) | $ 10.07 | $ 8.84 |
Granted (in dollars per share) | 6.55 | 12.59 |
Performance condition adjustments (in dollars per share) | 8.34 | 7.80 |
Released (in dollars per share) | 6.85 | 13.63 |
Forfeited (in dollars per share) | 0 | 0 |
Outstanding at end of period (in dollars per share) | $ 9.12 | $ 12.56 |
Earnings (loss) per Share (Deta
Earnings (loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Basic earnings (loss) per share | ||||
Net income (loss) attributable to Mistras Group, Inc. | $ 4,643 | $ 5,937 | $ (720) | $ 575 |
Denominator: | ||||
Weighted average common shares outstanding, basic (in shares) | 29,957,000 | 29,602,000 | 29,840,000 | 29,514,000 |
Basic income (loss) per share (in dollars per share) | $ 0.15 | $ 0.20 | $ (0.02) | $ 0.02 |
Denominator: | ||||
Weighted average common shares outstanding, basic (in shares) | 29,957,000 | 29,602,000 | 29,840,000 | 29,514,000 |
Dilutive effect of stock options outstanding (in shares) | 0 | 0 | 0 | 0 |
Dilutive effect of restricted stock units outstanding (in shares) | 276,000 | 534,000 | 0 | 525,000 |
Weighted average common shares outstanding, diluted (in shares) | 30,233,000 | 30,136,000 | 29,840,000 | 30,039,000 |
Diluted income (loss) per share (in dollars per share) | $ 0.15 | $ 0.20 | $ (0.02) | $ 0.02 |
Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares excluded from computation of diluted EPS due to net income (loss) for the period (in shares) | 1,412,073,000 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Due diligence, professional fees and other transaction costs | $ 13 | $ 0 | $ 18 | $ 34 |
Adjustments to fair value of contingent consideration liabilities | 0 | 545 | 45 | 788 |
Acquisition-related expense, net | $ 13 | $ 545 | $ 63 | $ 822 |
Accounts Receivable, net - Sche
Accounts Receivable, net - Schedule of Accounts Receivable, net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Trade accounts receivable | $ 133,600 | $ 112,739 |
Allowance for credit losses | (4,028) | (3,228) |
Accounts receivable, net | $ 129,572 | $ 109,511 |
Accounts Receivable, net - Narr
Accounts Receivable, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Unbilled revenues accrued | $ 18,800 | $ 18,800 | $ 11,900 | |||
Past due receivables outstanding | 129,572 | 129,572 | $ 109,511 | |||
Bad debt provision for troubled customers, net of recoveries | 289 | $ 0 | 289 | $ 0 | ||
Texas Customer | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Past due receivables outstanding | $ 1,400 | |||||
Texas Customer | Litigation and Commercial Claims | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Past due receivables outstanding | $ 1,400 | $ 1,400 | ||||
Bad debt provision for troubled customers, net of recoveries | $ 1,400 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment, net | |||||
Property, plant and equipment, gross | $ 290,593 | $ 290,593 | $ 294,335 | ||
Accumulated depreciation and amortization | (210,008) | (210,008) | (207,757) | ||
Property, plant and equipment, net | 80,585 | 80,585 | 86,578 | ||
Depreciation expense | 5,800 | $ 6,200 | 12,300 | $ 12,300 | |
Land | |||||
Property, Plant and Equipment, net | |||||
Property, plant and equipment, gross | 2,526 | 2,526 | 2,762 | ||
Buildings and improvements | |||||
Property, Plant and Equipment, net | |||||
Property, plant and equipment, gross | 24,380 | $ 24,380 | 24,787 | ||
Buildings and improvements | Minimum | |||||
Property, Plant and Equipment, net | |||||
Useful Life (Years) | 30 years | ||||
Buildings and improvements | Maximum | |||||
Property, Plant and Equipment, net | |||||
Useful Life (Years) | 40 years | ||||
Office furniture and equipment | |||||
Property, Plant and Equipment, net | |||||
Property, plant and equipment, gross | 19,482 | $ 19,482 | 16,620 | ||
Office furniture and equipment | Minimum | |||||
Property, Plant and Equipment, net | |||||
Useful Life (Years) | 5 years | ||||
Office furniture and equipment | Maximum | |||||
Property, Plant and Equipment, net | |||||
Useful Life (Years) | 8 years | ||||
Machinery and equipment | |||||
Property, Plant and Equipment, net | |||||
Property, plant and equipment, gross | $ 244,205 | $ 244,205 | $ 250,166 | ||
Machinery and equipment | Minimum | |||||
Property, Plant and Equipment, net | |||||
Useful Life (Years) | 5 years | ||||
Machinery and equipment | Maximum | |||||
Property, Plant and Equipment, net | |||||
Useful Life (Years) | 7 years |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 205,439 |
Foreign currency translation | (2,333) |
Ending balance | 203,106 |
Services | |
Goodwill [Roll Forward] | |
Beginning balance | 190,656 |
Foreign currency translation | (1,188) |
Ending balance | 189,468 |
International | |
Goodwill [Roll Forward] | |
Beginning balance | 14,783 |
Foreign currency translation | (1,145) |
Ending balance | 13,638 |
Products and Systems | |
Goodwill [Roll Forward] | |
Beginning balance | 0 |
Foreign currency translation | 0 |
Ending balance | $ 0 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Amount | $ 184,872 | $ 184,872 | $ 187,571 | ||
Accumulated Amortization | (130,594) | (130,594) | (128,190) | ||
Net Carrying Amount | 54,278 | 54,278 | 59,381 | ||
Amortization expense of intangibles | 2,300 | $ 2,500 | 4,600 | $ 4,900 | |
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Amount | 109,922 | 109,922 | 112,109 | ||
Accumulated Amortization | (81,443) | (81,443) | (80,319) | ||
Net Carrying Amount | 28,479 | $ 28,479 | 31,790 | ||
Customer relationships | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life (Years) | 5 years | ||||
Customer relationships | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life (Years) | 18 years | ||||
Software/Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Amount | 51,903 | $ 51,903 | 52,265 | ||
Accumulated Amortization | (27,500) | (27,500) | (26,415) | ||
Net Carrying Amount | 24,403 | $ 24,403 | 25,850 | ||
Software/Technology | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life (Years) | 3 years | ||||
Software/Technology | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life (Years) | 15 years | ||||
Covenants not to compete | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Amount | 12,570 | $ 12,570 | 12,623 | ||
Accumulated Amortization | (12,420) | (12,420) | (12,390) | ||
Net Carrying Amount | 150 | $ 150 | 233 | ||
Covenants not to compete | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life (Years) | 2 years | ||||
Covenants not to compete | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life (Years) | 5 years | ||||
Other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Amount | 10,477 | $ 10,477 | 10,574 | ||
Accumulated Amortization | (9,231) | (9,231) | (9,066) | ||
Net Carrying Amount | $ 1,246 | $ 1,246 | $ 1,508 | ||
Other | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life (Years) | 2 years | ||||
Other | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life (Years) | 12 years |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued salaries, wages and related employee benefits | $ 34,147 | $ 33,816 |
Contingent consideration, current portion | 938 | 1,830 |
Accrued workers’ compensation and health benefits | 4,054 | 3,994 |
Deferred revenue | 8,350 | 6,202 |
Pension accrual | 2,519 | 2,519 |
Right-of-use liability - Operating | 10,034 | 10,040 |
Other accrued expenses | 24,793 | 25,462 |
Accrued expenses and other current liabilities | $ 84,835 | $ 83,863 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 200,389 | $ 202,565 |
Less: Current portion | (21,227) | (20,162) |
Long-term debt, net of current portion | 179,162 | 182,403 |
Senior credit facility | ||
Debt Instrument [Line Items] | ||
Total debt | 127,250 | 119,500 |
Senior credit facility | Senior Secured Term Loan | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | 100 | 200 |
Total debt | 67,976 | 76,673 |
Other | ||
Debt Instrument [Line Items] | ||
Total debt | $ 5,163 | $ 6,392 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
May 19, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Debt outstanding | $ 200,389,000 | $ 202,565,000 | ||
Finance costs incurred | 0 | $ 550,000 | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt outstanding | 127,250,000 | 119,500,000 | ||
Outstanding borrowings | 195,300,000 | |||
Outstanding letters of credit | 3,000,000 | |||
Capitalized costs associated with debt modifications | 700,000 | |||
Revolving Credit Facility | Senior Secured Term Loan A Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 100,000,000 | |||
Debt outstanding | 67,976,000 | 76,673,000 | ||
Revolving Credit Facility | Senior Secured Term Loan A Facility | Each quarter through March 31, 2022 | ||||
Debt Instrument [Line Items] | ||||
Debt periodic payments | $ 3,750,000 | |||
Revolving Credit Facility | Senior Secured Term Loan A Facility | Each quarter thereafter | ||||
Debt Instrument [Line Items] | ||||
Debt periodic payments | 5,000,000 | |||
Revolving Credit Facility | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 155,000,000 | |||
Capitalized unamortized issuance cost | 100,000 | |||
Finance costs incurred | 500,000 | |||
Expensed finance costs | 200,000 | |||
Maximum borrowing capacity in non-U.S. Dollar currencies | 100,000,000 | |||
Maximum amount available for the issuance of letters of credit | 20,000,000 | |||
Revolving Credit Facility | Credit Agreement | Minimum | ||||
Debt Instrument [Line Items] | ||||
Total consolidated leverage ratio, limit after investment in non-guarantor subsidiary | 350% | |||
Revolving Credit Facility | Credit Agreement | Maximum | ||||
Debt Instrument [Line Items] | ||||
Total consolidated leverage ratio, if the company incurs certain subordinated debt and other indebtedness | 450% | |||
Senior debt to EBITDA ratio | 350% | |||
Revolving Credit Facility | Credit Agreement | LIBOR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Floor rate | 1% | |||
Revolving Credit Facility | Credit Agreement | December 31, 2021 | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 150,000,000 | |||
Revolving Credit Facility | Credit Agreement | Each quarter through March 31, 2022 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Total consolidated debt leverage ratio | 4 | |||
Revolving Credit Facility | Credit Agreement | Each quarter thereafter | Minimum | ||||
Debt Instrument [Line Items] | ||||
Total consolidated debt leverage ratio | 3.5 | |||
Other | ||||
Debt Instrument [Line Items] | ||||
Debt outstanding | 5,163,000 | $ 6,392,000 | ||
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% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Level 3 - Contingent Consideration - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 1,831 | $ 1,640 |
Acquisitions | 0 | 0 |
Payments | (938) | (938) |
Accretion of liability | 0 | 0 |
Revaluation | 45 | 788 |
Foreign currency translation | 0 | 0 |
Ending balance | $ 938 | $ 1,490 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
ROU assets | $ 40,399 | $ 42,451 |
Liabilities | ||
ROU - current | 10,034 | 10,040 |
ROU liability - long-term | 31,769 | 34,030 |
Total ROU liabilities | $ 41,803 | $ 44,070 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||||||
ROU liabilities | $ 41,803 | $ 41,803 | $ 41,803 | $ 44,070 | ||
Total rent payments | 6,302 | $ 6,620 | ||||
ROU finance lease assets | 12,800 | 12,800 | 12,800 | $ 13,800 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net | |||||
Operating Lease Arrangement | Company's Headquarters | ||||||
Lessee, Lease, Description [Line Items] | ||||||
ROU liabilities | 2,200 | $ 2,200 | 2,200 | $ 2,900 | ||
Total rent payments | $ 200 | $ 300 | $ 500 | $ 700 | ||
Percentage of reduction of rental payments | 12.50% |
Leases - Components of Lease Co
Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Finance lease expense | ||||
Amortization of ROU assets | $ 1,023 | $ 1,029 | $ 2,036 | $ 2,091 |
Interest on lease liabilities | 156 | 181 | 314 | 373 |
Operating lease expense | 3,203 | 3,274 | 6,401 | 6,577 |
Short-term lease expense | 3 | 8 | 9 | 14 |
Variable lease expense | 551 | 551 | 1,088 | 1,418 |
Total | $ 4,936 | $ 5,043 | $ 9,848 | $ 10,473 |
Leases - Additional Information
Leases - Additional Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases | ||
Finance - financing cash flows | $ 2,138 | $ 2,050 |
Finance - operating cash flows | 314 | 373 |
Operating - operating cash flows | 6,302 | 6,620 |
ROU assets obtained in the exchange for lease liabilities | ||
Finance leases | 2,039 | 1,623 |
Operating leases | $ 4,378 | $ 2,828 |
Weighted-average remaining lease term (in years) | ||
Finance leases | 5 years 3 months 18 days | 5 years 7 months 6 days |
Operating leases | 5 years | 5 years 6 months |
Weighted-average discount rate | ||
Finance leases | 5.20% | 5.40% |
Operating leases | 5.50% | 5.80% |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finance | ||
Remainder of 2022 | $ 3,449 | |
2023 | 4,191 | |
2024 | 3,279 | |
2025 | 1,709 | |
2026 | 1,068 | |
Thereafter | 602 | |
Total | 14,298 | |
Less: Present value discount | 1,010 | |
Lease liability | 13,288 | |
Operating | ||
Remainder of 2022 | 6,104 | |
2023 | 11,570 | |
2024 | 9,400 | |
2025 | 6,903 | |
2026 | 5,052 | |
Thereafter | 9,100 | |
Total | 48,129 | |
Less: Present value discount | 6,326 | |
Lease liability | $ 41,803 | $ 44,070 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Aug. 03, 2021 | May 04, 2021 USD ($) | Dec. 31, 2020 USD ($) installment | Dec. 31, 2019 USD ($) weld | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) installment | Jun. 30, 2022 USD ($) claim | Jun. 30, 2021 USD ($) | Dec. 31, 2018 USD ($) | Dec. 31, 2021 USD ($) | Jan. 01, 2020 USD ($) | |
Litigation | |||||||||||||
Accounts receivable, net | $ 129,572,000 | $ 129,572,000 | $ 109,511,000 | ||||||||||
Contingency charges | (153,000) | $ 0 | (994,000) | $ 1,030,000 | |||||||||
Pension accrual | 2,519,000 | 2,519,000 | 2,519,000 | ||||||||||
Accounts Receivable, Allowance for Credit Loss, Current | 4,028,000 | 4,028,000 | $ 3,228,000 | ||||||||||
Texas Customer | |||||||||||||
Litigation | |||||||||||||
Accounts receivable, net | $ 1,400,000 | ||||||||||||
Litigation and Commercial Claims | Various Pipeline Projects for Texas Customer | |||||||||||||
Litigation | |||||||||||||
Amount of damages claimed | $ 7,600,000 | ||||||||||||
Litigation and Commercial Claims | Texas Customer | |||||||||||||
Litigation | |||||||||||||
Accounts receivable, net | 1,400,000 | $ 1,400,000 | |||||||||||
Number or welds not in compliance | weld | 66 | ||||||||||||
Number of welds inspected (over) | weld | 16,000 | ||||||||||||
Accounts Receivable, Allowance for Credit Loss, Current | $ 1,400,000 | ||||||||||||
Litigation and Commercial Claims | Texas Customer | Various Pipeline Projects for Texas Customer | |||||||||||||
Litigation | |||||||||||||
Amount of damages claimed | $ 1,400,000 | ||||||||||||
Class Action | |||||||||||||
Litigation | |||||||||||||
Number of proceedings | claim | 2 | ||||||||||||
Settlement liability | $ 2,300,000 | ||||||||||||
Contingency charges | $ 1,600,000 | $ 800,000 | |||||||||||
Class Action on Behalf of Employees | |||||||||||||
Litigation | |||||||||||||
Number of proceedings | claim | 1 | ||||||||||||
Class Action on Behalf of State of California | |||||||||||||
Litigation | |||||||||||||
Number of proceedings | claim | 1 | ||||||||||||
Pension Related Contingencies | |||||||||||||
Litigation | |||||||||||||
Pension accrual | 2,500,000 | $ 2,500,000 | |||||||||||
Severance and Labor Disputes | Foreign Subsidiary | Brazil | |||||||||||||
Litigation | |||||||||||||
Settlement amount | $ 1,000,000 | ||||||||||||
Number of settlement installments | installment | 2 | 2 | |||||||||||
Percentage of settlement installments | 0.31 | 0.69 | 0.31 | ||||||||||
Gain on settlement | $ 300,000 | $ 600,000 | |||||||||||
Severance and Labor Disputes | Foreign Subsidiary | Right to Customer Contracts | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Germany | |||||||||||||
Litigation | |||||||||||||
Contingency charges | 100,000 | ||||||||||||
Consideration received on sale of subsidiary | $ 100,000 | ||||||||||||
Payments of severance obligations | 400,000 | ||||||||||||
Reversal of severance obligations | 1,000,000 | ||||||||||||
Acquisition and Disposition Related Contingencies | Certain Acquired Companies | |||||||||||||
Litigation | |||||||||||||
Potential acquisition-related contingent consideration, low end of range | 0 | 0 | |||||||||||
Potential acquisition-related contingent consideration, high end of range | 1,900,000 | $ 1,900,000 | |||||||||||
Contingent consideration payment period based upon achievement of specific performance metrics | 3 months | ||||||||||||
Acquisition and Disposition Related Contingencies | Foreign Subsidiaries | Products and Systems | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||||
Litigation | |||||||||||||
Term of agreement to purchase products from the buyer on sale of subsidiary | 3 years | ||||||||||||
Amount of purchased commitment to buy products from the buyer on sale of subsidiary | $ 2,300,000 | ||||||||||||
Remaining balance under purchase commitment agreement | $ 800,000 | $ 800,000 | |||||||||||
Extension term under agreement to purchase products from buyer | 12 months |
Segment Disclosure (Details)
Segment Disclosure (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting [Abstract] | |||||
Number of operating segments | segment | 3 | ||||
Financial information by segment | |||||
Revenue | $ 179,031 | $ 177,677 | $ 340,693 | $ 331,412 | |
Gross profit | 53,558 | 55,336 | 93,450 | 95,337 | |
Income (loss) from operations | 9,576 | 11,374 | 4,877 | 6,628 | |
Depreciation and amortization | 8,128 | 8,632 | 16,935 | 17,197 | |
Intangible assets, net | 54,278 | 54,278 | $ 59,381 | ||
Total assets | 555,542 | 555,542 | 562,195 | ||
Operating segments | Services | |||||
Financial information by segment | |||||
Revenue | 149,528 | 144,977 | 282,474 | 269,275 | |
Gross profit | 42,954 | 43,761 | 73,479 | 74,837 | |
Income (loss) from operations | 14,855 | 18,358 | 18,615 | 22,906 | |
Depreciation and amortization | 6,166 | 6,211 | 12,759 | 12,325 | |
Intangible assets, net | 47,900 | 47,900 | 51,862 | ||
Total assets | 428,218 | 428,218 | 424,058 | ||
Operating segments | International | |||||
Financial information by segment | |||||
Revenue | 29,610 | 31,951 | 57,748 | 59,599 | |
Gross profit | 9,440 | 9,615 | 17,630 | 17,240 | |
Income (loss) from operations | 1,580 | 1,809 | 1,864 | 989 | |
Depreciation and amortization | 1,919 | 2,175 | 3,977 | 4,385 | |
Intangible assets, net | 5,071 | 5,071 | 6,344 | ||
Total assets | 101,086 | 101,086 | 111,619 | ||
Operating segments | Products and Systems | |||||
Financial information by segment | |||||
Revenue | 2,652 | 3,203 | 5,588 | 6,191 | |
Gross profit | 1,157 | 1,952 | 2,325 | 3,233 | |
Income (loss) from operations | (420) | 209 | (1,002) | (372) | |
Depreciation and amortization | 120 | 215 | 337 | 443 | |
Intangible assets, net | 1,182 | 1,182 | 1,042 | ||
Total assets | 11,476 | 11,476 | 10,532 | ||
Corporate and eliminations | |||||
Financial information by segment | |||||
Revenue | (2,759) | (2,454) | (5,117) | (3,653) | |
Gross profit | 7 | 8 | 16 | 27 | |
Income (loss) from operations | (6,439) | (9,002) | (14,600) | (16,895) | |
Depreciation and amortization | (77) | $ 31 | (138) | $ 44 | |
Intangible assets, net | 125 | 125 | 133 | ||
Total assets | $ 14,762 | $ 14,762 | $ 15,986 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - JP Morgan Chase Bank Credit Agreement - Line of Credit $ in Millions | Aug. 01, 2022 USD ($) |
Subsequent Event [Line Items] | |
Consolidated debt ratio (less than) | 1.25 |
Consolidated debt ratio (greater than) | 3.75 |
Minimum | Variable Rate Component | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |
Subsequent Event [Line Items] | |
SOFR margin | 1.25% |
Maximum | Variable Rate Component | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |
Subsequent Event [Line Items] | |
SOFR margin | 2.75% |
Senior credit facility | |
Subsequent Event [Line Items] | |
Maximum borrowing capacity | $ 190 |
Term of credit facility | 5 years |
Line of credit, borrowings in non US-dollar currencies | $ 100 |
Secured Debt | |
Subsequent Event [Line Items] | |
Term loan | 125 |
Letter of Credit | |
Subsequent Event [Line Items] | |
Maximum borrowing capacity | $ 20 |