Mistras Group, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Mistras Group, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheet of Mistras Group, Inc. and its subsidiaries (the “Company”) as of December 31, 2023, and the related consolidated statements of income (loss), of comprehensive income (loss), of equity and of cash flows for the year then ended, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 47 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill Impairment Assessment - North America Reporting Unit As described in Notes 1 and 8 to the consolidated financial statements, the Company’s goodwill balance was $187.4 million as of December 31, 2023, which related to the North America reporting unit. Management tests goodwill for impairment at a reporting unit level, which is represented by its North America segment. Management reviews goodwill for impairment on October 1 of each year and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Management considers the income and market approaches to estimate the fair value of the reporting unit, which requires significant judgments and assumptions related to revenue growth rates, gross margins, EBIT margins, and market multiples. The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the North America reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the North America reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, gross margins, and market multiples; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the North America reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the North America reporting unit; (ii) evaluating the appropriateness of the income and market approaches used by management; (iii) testing the completeness and accuracy of underlying data used in the income and market approaches; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, gross margins, and market multiples. Evaluating management’s assumptions related to revenue growth rates and gross margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the North America reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market approaches and (ii) the reasonableness of the market multiples assumption. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania March 11, 2024 We have served as the Company’s auditor since 2023. 48 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Mistras Group, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Mistras Group, Inc. and subsidiaries (the Company) as of December 31, 2022, the related consolidated statements of income (loss), comprehensive income (loss), equity, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ KPMG LLP We served as the Company’s auditor from 2013 to 2023. Short Hills, New Jersey March 15, 2023 49 Table of Contents Mistras Group, Inc. and Subsidiaries Consolidated Balance Sheets ( in thousands, except share and per share data ) December 31, 2023 2022 ASSETS Current Assets Cash and cash equivalents $ 17,646 $ 20,488 Accounts receivable, net 132,847 123,657 Inventories 15,283 13,556 Prepaid expenses and other current assets 14,580 10,181 Total current assets 180,356 167,882 Property, plant and equipment, net 80,972 77,561 Intangible assets, net 43,994 49,015 Goodwill 187,354 199,635 Deferred income taxes 2,316 779 Other assets 39,784 40,032 Total Assets $ 534,776 $ 534,904 LIABILITIES AND EQUITY Current Liabilities Accounts payable $ 17,032 $ 12,532 Accrued expenses and other current liabilities 84,331 77,844 Current portion of long-term debt 8,900 7,425 Current portion of finance lease obligations 5,159 4,201 Income taxes payable 1,101 1,726 Total current liabilities 116,523 103,728 Long-term debt, net of current portion 181,499 183,826 Obligations under finance leases, net of current portion 11,261 10,045 Deferred income taxes 2,552 6,283 Other long-term liabilities 32,438 32,273 Total Liabilities $ 344,273 $ 336,155 Commitments and contingencies Equity Preferred stock, 10,000,000 shares authorized — — Common stock, $ 0.01 par value, 200,000,000 shares authorized, 30,597,633 and 29,895,487 shares issued 305 298 Additional paid-in capital 247,165 243,031 Accumulated Deficit ( 28,942 ) ( 11,489 ) Accumulated other comprehensive loss ( 28,336 ) ( 33,390 ) Total Mistras Group, Inc. stockholders’ equity 190,192 198,450 Non-controlling interests 311 299 Total Equity 190,503 198,749 Total Liabilities and Equity $ 534,776 $ 534,904 The accompanying notes are an integral part of these consolidated financial statements. 50 Table of Contents Mistras Group, Inc. and Subsidiaries Consolidated Statements of Income (Loss) ( in thousands, except per share data ) For the year ended December 31, 2023 2022 2021 Revenue $ 705,473 $ 687,373 $ 677,131 Cost of revenue 477,671 466,567 457,013 Depreciation 23,995 22,633 22,971 Gross profit 203,807 198,173 197,147 Selling, general and administrative expenses 166,749 166,400 161,334 Bad debt provision for troubled customers, net of recoveries — 42 — Reorganization and other costs 12,269 195 — Goodwill Impairment charges 13,799 — — Legal settlement and litigation charges (benefit), net 1,058 ( 994 ) 2,042 Research and engineering 1,723 1,994 2,518 Depreciation and amortization 10,104 10,661 11,950 Acquisition-related expense, net 9 76 1,133 Income (loss) from operations ( 1,904 ) 19,799 18,170 Interest expense 16,761 10,505 10,882 Income (loss) before provision (benefit) for income taxes ( 18,665 ) 9,294 7,288 Provision (benefit) for income taxes ( 1,220 ) 2,720 3,395 Net income (loss) ( 17,445 ) 6,574 3,893 Less: net income attributable to noncontrolling interests, net of taxes 8 75 33 Net income (loss) attributable to Mistras Group, Inc. $ ( 17,453 ) $ 6,499 $ 3,860 Earnings (loss) per common share Basic $ ( 0.58 ) $ 0.22 $ 0.13 Diluted $ ( 0.58 ) $ 0.21 $ 0.13 Weighted average common shares outstanding: Basic 30,330 29,901 29,572 Diluted 30,330 30,229 30,130 The accompanying notes are an integral part of these consolidated financial statements. 51 Table of Contents Mistras Group, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) (in thousands) For the year ended December 31, 2023 2022 2021 Net income (loss) $ ( 17,445 ) $ 6,574 $ 3,893 Other comprehensive income (loss): Foreign currency translation adjustments 5,058 ( 13,084 ) ( 4,252 ) Comprehensive loss ( 12,387 ) ( 6,510 ) ( 359 ) Less: net income attributable to noncontrolling interests, net of taxes 8 75 33 Less: Foreign currency translation adjustments attributable to noncontrolling interests 4 ( 5 ) ( 2 ) Comprehensive loss attributable to Mistras Group, Inc. $ ( 12,399 ) $ ( 6,580 ) $ ( 390 ) The accompanying notes are an integral part of these consolidated financial statements. 52 Table of Contents Mistras Group, Inc. and Subsidiaries Consolidated Statements of Equity (in thousands) Common Stock Additional paid-in capital Retained earnings (deficit) Accumulated other comprehensive income (loss) Total Mistras Group, Inc. Stockholders’ Equity Noncontrolling Interest Shares Amount Total Equity Balance at December 31, 2020 29,234 $ 292 $ 234,638 $ ( 21,848 ) $ ( 16,061 ) $ 197,021 $ 198 $ 197,219 Net loss — — — 3,860 — 3,860 33 3,893 Other comprehensive income, net of tax — — — — ( 4,250 ) ( 4,250 ) ( 2 ) ( 4,252 ) Share-based compensation — — 5,421 — — 5,421 — 5,421 Net settlement on vesting of restricted stock units 312 3 ( 1,372 ) — — ( 1,369 ) — ( 1,369 ) Balance at December 31, 2021 29,546 $ 295 $ 238,687 $ ( 17,988 ) $ ( 20,311 ) $ 200,683 $ 229 $ 200,912 Net income — — — 6,499 — 6,499 75 6,574 Other comprehensive loss, net of tax — — — — ( 13,079 ) ( 13,079 ) ( 5 ) ( 13,084 ) Share-based compensation — — 5,335 — — 5,335 — 5,335 Net settlement of restricted stock units 349 3 ( 991 ) — — ( 988 ) — ( 988 ) Balance at December 31, 2022 29,895 $ 298 $ 243,031 $ ( 11,489 ) $ ( 33,390 ) $ 198,450 $ 299 $ 198,749 Net income (loss) — — — ( 17,453 ) — ( 17,453 ) 8 ( 17,445 ) Other comprehensive loss, net of tax — — — — 5,054 5,054 4 5,058 Share-based compensation — — 5,712 — — 5,712 — 5,712 Net settlement of restricted stock units 703 7 ( 1,578 ) — — ( 1,571 ) — ( 1,571 ) Balance at December 31, 2023 30,598 $ 305 $ 247,165 $ ( 28,942 ) $ ( 28,336 ) $ 190,192 $ 311 $ 190,503 The accompanying notes are an integral part of these consolidated financial statements. 53 Table of Contents Mistras Group, Inc. and Subsidiaries Consolidated Statements of Cash Flows (in thousands) For the year ended December 31, 2023 2022 2021 Cash flows from operating activities Net income (loss) $ ( 17,445 ) $ 6,574 $ 3,893 Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation and amortization 34,099 33,294 34,921 Deferred income taxes ( 5,281 ) ( 517 ) 87 Share-based compensation expense 5,712 5,335 5,421 Impairment charges 13,799 — — Bad debt provision for troubled customers, net of recoveries — 42 — Change in provision for doubtful accounts 346 — — Foreign currency (gain) loss 1,030 ( 208 ) 417 Payment of finance costs — ( 400 ) — Fair value adjustments to contingent consideration — 45 949 Other ( 437 ) 786 119 Changes in operating assets and liabilities, net of effect of acquisitions and dispositions Accounts receivable ( 8,026 ) ( 17,225 ) ( 3,979 ) Inventories ( 1,867 ) ( 1,283 ) 278 Prepaid expenses and other assets ( 1,852 ) 5,959 943 Accounts payable 4,177 ( 93 ) ( 1,139 ) Accrued expenses and other liabilities 4,010 ( 6,454 ) 2,268 Income taxes payable ( 580 ) 1,084 ( 1,917 ) Payment of contingent consideration in excess of initial estimate ( 937 ) ( 533 ) — Net cash provided by operating activities 26,748 26,406 42,261 Cash flows from investing activities Purchase of property, plant and equipment ( 20,854 ) ( 12,591 ) ( 18,161 ) Purchase of intangible assets ( 2,795 ) ( 825 ) ( 1,115 ) Acquisition of businesses, net of cash acquired — — ( 440 ) Proceeds from sale of equipment 1,516 1,178 1,165 Net cash used in investing activities ( 22,133 ) ( 12,238 ) ( 18,551 ) Cash flows from financing activities Repayment of finance lease obligations ( 5,047 ) ( 4,140 ) ( 4,060 ) Proceeds from borrowings of long-term debt 611 125,000 — Repayment of long-term debt ( 7,598 ) ( 81,405 ) ( 16,262 ) Proceeds from revolver 83,000 192,501 89,000 Repayments of revolver ( 77,100 ) ( 246,750 ) ( 89,065 ) Payments of financing costs — ( 147 ) ( 550 ) Payment of contingent consideration for business acquisitions — ( 405 ) ( 938 ) Taxes paid related to net share settlement of share-based awards ( 1,572 ) ( 977 ) ( 1,370 ) Net cash used in financing activities ( 7,706 ) ( 16,323 ) ( 23,245 ) Effect of exchange rate changes on cash and cash equivalents 249 ( 1,467 ) ( 2,115 ) Net change in cash and cash equivalents ( 2,842 ) ( 3,622 ) ( 1,650 ) Cash and cash equivalents: Beginning of period 20,488 24,110 25,760 End of period $ 17,646 $ 20,488 $ 24,110 Supplemental disclosure of cash paid Interest, net $ 17,078 $ 8,603 $ 10,078 Income taxes, net $ 6,901 $ ( 3,069 ) $ 4,707 Noncash investing and financing Equipment acquired through finance lease obligations $ 7,125 $ 5,076 $ 2,923 The accompanying notes are an integral part of these consolidated financial statements. 54 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (tabular dollars in thousands, except per share data) 1. Summary of Significant Accounting Policies and Practices Description of Business Mistras Group, Inc., together with its subsidiaries (the "Company"), is a leading “one source” multinational provider of integrated technology-enabled asset protection solutions helping to maximize the safety and operational uptime for civilization’s most critical industrial and civil assets. Backed by an innovative, data-driven asset protection portfolio, proprietary technologies and decades-long legacy of industry leadership, the Company helps customers with asset-intensive infrastructure in the oil and gas, aerospace and defense, industrials, power generation and transmission (including alternative and renewable energy), other process industries and infrastructure, research and engineering and other industries towards achieving and maintaining operational excellence. By supporting these organizations that help fuel our vehicles and power our society; inspecting components that are trusted for commercial, defense, and space craft; and building real-time monitoring systems to help avoid catastrophic incidents, the Company helps the world at large. The Company enhances value for its customers by integrating asset protection throughout supply chains and centralizing integrity data through a suite of Industrial Internet of Things ("IoT")-connected digital software and monitoring solutions, including OneSuite™, which serves as an ecosystem platform, pulling together all of the Company’s software and data services capabilities, for the benefit of its customers. The Company’s core capabilities also include non-destructive testing (“NDT”) field inspections enhanced by advanced robotics, laboratory quality control, laboratory materials services, shop laboratory assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services. The Company has three operating segments. During the first quarter of 2023, the Company renamed the Services segment to the North America segment to more closely align to the geographical area in which the Services segment operates. We did not recast the corresponding financial information for the historical periods presented, as there was no change in the manner which our chief operating decision maker reviews the financial results of each segment and allocates resources. Our Segments, with the updated naming convention, are as follows: • North America (Referred to as "Services" in prior filings). This segment provides asset protection solutions predominantly in North America, with the largest concentration in the United States, followed by Canada, consisting primarily of NDT, inspection, mechanical and engineering services that are used to evaluate the safety, structural integrity and reliability of critical energy, industrial and public infrastructure and commercial aerospace components. Software, digital and data services are included in this segment. • International. This segment offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment. • Products and Systems. This segment designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States. Recent Developments During the third quarter of 2023, a triggering event was identified within the Company's reporting units within the International segment due to decreased gross margin in the current period as a result of inflationary pressures and rising energy costs which resulted in impairment charges within the International reporting units of $ 13.8 million. Refer to Note 8 -Goodwill . During 2022, the Company experienced unfavorable foreign currency exchange impacts as it relates to the Company's European operations. Additionally, the Russian-Ukrainian war and the conflict in the Middle East between Israel and Hamas continues to create disruptions in the oil and gas market and the supply chain in general, which is resulting in some disruption to our business operations. The Company’s European operations are currently experiencing increased costs associated with higher energy costs, among others, due in part to the Russian-Ukrainian war. 55 Table of Contents In 2022, the Company eliminated substantially all of the COVID related cost reduction initiatives undertaken in 2020, including re-instatement of the savings plan employer match and increasing wages back to pre-pandemic amounts. The Company is currently unable to predict with certainty the overall impact that the factors discussed above and the effect of inflationary pressures may have on its business, results of operations or liquidity or in other ways which the Company cannot yet determine. The Company will continue to monitor market conditions and respond accordingly. Principles of Consolidation The Company follows guidance on the consolidation of variable interest entities ("VIEs") that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct the activities that most significantly impact the VIE’s economic performance, including powers granted to the VIE’s program manager, powers contained in the VIE governing board and, to a certain extent, a company’s economic interest in the VIE. The Company analyzes its joint ventures and classifies them as either: • a VIE that must be consolidated because the Company is the primary beneficiary, or the joint venture is not a VIE and the Company holds the majority voting interest with no significant participative rights available to the other partners; or • a VIE that does not require consolidation and is treated as an equity method investment because the Company is not the primary beneficiary or the joint venture is not a VIE and the Company does not hold the majority voting interest. As part of the above analysis, if it is determined that the Company has the power to direct the activities that most significantly impact the joint venture’s economic performance, the Company considers whether or not it has the obligation to absorb losses or rights to receive benefits of the VIE that could potentially be significant to the VIE. The Company became the primary beneficiary in July 2020 of a VIE in which the Company has a 49 % interest in a limited partnership, and a 49 % stockholder in the corporate general partner of the limited partnership. The Company consolidated the financial statements of the VIE with the financial statements of the Company. As of and for the year ended December 31, 2023, the VIE had immaterial assets and had approximately $ 3.0 million of revenue. The Company is the primary sub-contractor of the VIE. The accompanying audited consolidated financial statements include the accounts of Mistras Group, Inc. as well as its wholly-owned subsidiaries, majority-owned subsidiaries and consolidated VIE. For subsidiaries in which the Company’s ownership interest is less than 100%, the non-controlling interests are reported in stockholders’ equity in the accompanying Consolidated Balance Sheets. The non-controlling interests in net results, net of tax, is classified separately in the accompanying Consolidated Statements of Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations of companies acquired are included from the date of acquisition. Reclassifications Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have a material effect on the Company's financial condition or results of operations as previously reported. Use of Estimates The preparation of financial statements in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") requires that the Company make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates, which may cause the Company’s future results to be significantly affected. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. 56 Table of Contents Accounts Receivable and Allowance for Credit Losses The Company maintains an allowance for credit losses on its accounts receivable balances, which represents its best estimate of current expected credit losses over the contractual life of the accounts receivable. When evaluating the adequacy of its allowance for credit losses each reporting period, the Company analyzes accounts receivable balances with similar risk characteristics on a collective basis, considering factors such as the aging of receivable balances, payment terms (primarily with 30 day terms), geographic location, historical loss experience, current information and future expectations (generally considered one year which is consistent with expected collectability of the Company's trade receivables). The Company monitors and considers whether historical loss rates are consistent with expectation of supportable forward-looking estimates for its trade receivables noting any current or future economic considerations that would require adjusting the Company’s historical loss experience. Each reporting period, the Company reassesses whether any accounts receivable no longer share similar risk characteristics and should instead be evaluated as part of another pool or on an individual basis. Changes to the allowance for credit losses are adjusted through credit loss expense, which is presented within Selling, general and administrative expenses in the Consolidated Statements of Income (Loss). Concentration of Credit Risk For each of the years ended December 31, 2023 and 2022, no customer represented 10% or more of the Company's revenue. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. At times, cash deposits may exceed the limits insured by the Federal Deposit Insurance Corporation. The Company believes it is not exposed to any significant credit risk or risk of nonperformance of financial institutions. Inventories Inventories are stated at the lower of cost or net realizable value, as determined by using the first-in, first-out method, or market. Work in process and finished goods inventory include material, direct labor, variable costs and overhead. Purchased and Internal-Use Software The Company capitalizes certain costs that are incurred to purchase or to create and implement internal-use software, which includes software coding, installation and testing. Capitalized costs are amortized on a straight-line basis over three years , the estimated useful life of the software. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation of property, plant and equipment is computed utilizing the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is computed utilizing the straight-line method over the shorter of the remaining lease term or estimated useful life. Repairs and maintenance costs are expensed as incurred. Goodwill Goodwill represents the excess purchase price of acquired businesses over the fair values attributed to underlying net tangible assets and identifiable intangible assets. The Company tests goodwill for impairment at a “reporting unit” level (which for the Company is represented by (i) its North America segment, (ii) its Products and Systems segment, (iii) the European component of its International segment and (iv) the Brazilian component of its International segment). The Company's annual impairment test is conducted on the first day of the Company's fourth quarter, which is October 1. Goodwill is also tested for impairment whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing a quantitative 57 Table of Contents impairment test is not necessary. If the Company concludes otherwise, the Company is required to perform a quantitative impairment test. If the fair value of a reporting unit is less than its carrying value, this is an indicator that the goodwill assigned to that reporting unit may be impaired. An impairment will be recorded in the amount that the fair value is less than the carrying value. The Company considers the income and market approaches to estimate the fair value of its reporting units, which requires significant judgment and assumptions related to revenue growth rates, gross margins, EBIT margins, and market multiples. See Note 8- Goodwill for additional information related to the Company's goodwill impairment test during 2023. Impairment of Long-lived Assets The Company reviews the recoverability of its long-lived assets (or asset groups) whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset (group) might not be recoverable. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future undiscounted cash flows. If the total expected future undiscounted cash flows are less than the carrying amount of the assets, a loss is recognized for the difference between fair value (computed based upon the expected future discounted cash flows) and the carrying value of the assets. Acquisitions The Company allocates the purchase price of acquired businesses to their identifiable tangible assets and liabilities as well as identifiable intangible assets, such as customer relationships, technology, non-compete agreements and trade names. Certain estimates and judgments are required in the application of the fair value techniques, including estimates of the respective acquisition's future performance and related cash flows, selection of a discount rate and economic lives, and use of Level 3 measurements as defined in ASC No. 820, Fair Value Measurements and Disclosure. Deferred taxes are recorded for any differences between the assigned values and tax bases of assets and liabilities. Research and Engineering Research and product development costs are expensed as incurred. Advertising, Promotions and Marketing The costs for advertising, promotion and marketing programs are expensed as incurred and are included in selling, general and administrative expenses. Advertising expense was approximately $ 1.4 million, $ 2.0 million and $ 1.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and other financial current assets and liabilities approximate fair value based on the short-term nature of the items. Foreign Currency Translation The financial position and results of operations of the Company’s foreign subsidiaries are measured using their functional currencies, which are their local currencies. Assets and liabilities of foreign subsidiaries are translated into the U.S. Dollar at the exchange rates in effect at the balance sheet date. Income and expenses are translated at the average exchange rate during the period. Translation gains and losses are reported as a component of other comprehensive income (loss) for the period and included in accumulated other comprehensive income (loss) within stockholders’ equity. Foreign currency (gains) losses arising from transactions denominated in currencies other than the functional currency are included in net income, reported in selling, general and administrative expenses, and were approximately $ 1.3 million, $( 0.2 ) million, and $ 0.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. Self-Insurance The Company is self-insured for certain losses relating to workers’ compensation and health benefit claims. The Company maintains third-party excess insurance coverage for all workers' compensation and health benefit claims in excess of 58 Table of Contents approximately $ 0.3 million per occurrence to reduce its exposure from such claims. Self-insured losses are accrued when it is probable that an uninsured claim has been incurred but not reported and the amount of the loss can be reasonably estimated at the balance sheet date. Share-based Compensation The value of services received from employees and directors in exchange for an award of an equity instrument is measured based on the grant-date fair value of the award. Such value is recognized as a non-cash expense on a straight-line basis over the minimum period the individual provides services, which is typically the vesting period of the award with the exception of awards with graded vesting that contain an internal performance measure where each tranche is recognized on a straight-line basis over its vesting period subject to the probability of meeting the performance requirements and adjusted for the number of shares expected to be earned. Awards to certain employees eligible for retirement prior to the award becoming fully vested are amortized to expense over the period through the date that the employee first becomes eligible to retire and is no longer required to provide service to earn the award. As share-based compensation expense is based on awards ultimately expected to vest, the amount of expense is reduced for estimated forfeitures. The cost of these awards is recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of Income (Loss). Income Taxes Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of our assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. Our net deferred tax assets primarily consist of net operating loss carry forwards, or NOLs. A valuation allowance is provided if it is more likely than not that some or all of a deferred income tax asset will not be realized. A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the current and prior years. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Recent Accounting Pronouncements In March 2020 and updated in January 2021, the FASB issued Accounting Standards Update ("ASU") 2020-04 and 2021-01, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2024. The Company is currently evaluating applicable contracts and the available expedients provided by the new guidance. 2. Revenue The Company derives the majority of its revenue by providing services on a time and material basis that are short-term in nature. The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. Performance Obligations The Company provides highly integrated and bundled inspection services to its customers. The majority of the Company's contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and is, therefore, not distinct. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the Company's best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is a relative selling price based on price lists. 59 Table of Contents Contract modifications are not routine in the performance of the Company's contracts. Generally, when contracts are modified, the modification is to account for changes in scope to the goods and services that are provided. In most instances, contract modifications are for goods or services that are distinct, and, therefore, are accounted for as a separate contract. The Company's performance obligations are satisfied over time as work progresses or at a point in time. The majority of the Company's revenue is recognized over time as work progresses for the Company's service deliverables, which includes providing testing, inspection and mechanical services to our customers. Revenue is recognized over time, based on time and material incurred to date which best portrays the transfer of control to the customer. The Company also utilizes an available practical expedient that provides for revenue to be recognized in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. Fixed fee arrangements are determined based on expected labor, material, and overhead to be consumed on fulfillment of such services. For these arrangements, revenue is recognized on a cost-to-cost method tracked on an input basis. The majority of our revenue recognized at a point in time is related to product sales when the customer obtains control of the asset, which is generally upon shipment to the customer. Contract costs include labor, material and overhead. The Company expects any significant remaining performance obligations to be satisfied within one year . Contract Estimates The majority of the Company's revenues are short-term in nature. The Company enters into master service agreements ("MSAs") with customers that specify an overall framework and contract terms. The actual contracting to provide services or furnish products are triggered by a work order, purchase order, or some similar document issued pursuant to an MSA which sets forth the scope of services and/or identifies the products to be provided. From time-to-time, the Company may enter into longer-term contracts, which can range from several months to several years. Revenue on certain contracts is recognized as work is performed based on total costs incurred to date in relation to the total estimated costs for the performance of the contract at completion. This includes contract estimates of costs to be incurred for the performance of the contract. Cost estimation is based upon the professional knowledge and experience of the Company's project managers, engineers and financial professionals. Factors that are considered in estimating the work to be completed include the availability of materials, the effect of any delays in the Company's project performance and the recoverability of any claims. Whenever revisions of estimates, contract costs and/or contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. Revenue by Category The following series of tables present the Company's disaggregated revenue: Revenue by industry was as follows (in thousands): Year ended December 31, 2023 North America International Products Corp/Elim Total Oil & Gas $ 379,221 $ 36,615 $ 159 $ — $ 415,995 Aerospace & Defense 56,000 20,711 286 — 76,997 Industrials 42,518 26,292 1,773 — 70,583 Power Generation and Transmission 23,598 6,609 3,767 — 33,974 Other Process Industries 33,035 14,456 112 — 47,603 Infrastructure, Research & Engineering 16,620 9,320 3,168 — 29,108 Petrochemical 13,216 1,216 — — 14,432 Other 15,122 9,195 3,721 ( 11,257 ) 16,781 Total $ 579,330 $ 124,414 $ 12,986 $ ( 11,257 ) $ 705,473 60 Table of Contents Year ended December 31, 2022 North America International Products Corp/Elim Total Oil & Gas $ 356,763 $ 30,654 $ 335 $ — $ 387,752 Aerospace & Defense 61,475 18,763 314 — 80,552 Industrials 38,197 23,703 2,083 — 63,983 Power Generation and Transmission 31,197 8,304 2,603 — 42,104 Other Process Industries 40,778 14,021 28 — 54,827 Infrastructure, Research & Engineering 15,283 7,946 3,994 — 27,223 Petrochemical 15,360 536 — — 15,896 Other 14,283 8,498 3,370 ( 11,115 ) 15,036 Total $ 573,336 $ 112,425 $ 12,727 $ ( 11,115 ) $ 687,373 Year ended December 31, 2021 North America International Products Corp/Elim Total Oil & Gas $ 330,880 $ 35,232 $ 808 $ — $ 366,920 Aerospace & Defense 51,593 16,513 286 — 68,392 Industrials 41,873 24,000 1,842 — 67,715 Power Generation and Transmission 39,966 9,927 2,853 — 52,746 Other Process Industries 38,742 12,593 64 — 51,399 Infrastructure, Research & Engineering 16,809 11,496 3,985 — 32,290 Petrochemical 19,378 227 — — 19,605 Other 16,146 7,257 3,993 ( 9,332 ) 18,064 Total $ 555,387 $ 117,245 $ 13,831 $ ( 9,332 ) $ 677,131 Revenue per key geographic location was as follows (in thousands): Year ended December 31, 2023 North America International Products Corp/Elim Total United States $ 495,764 $ 934 $ 5,956 $ ( 2,372 ) $ 500,282 Other Americas 77,880 12,906 850 ( 4,697 ) 86,939 Europe 3,655 105,934 1,927 ( 3,381 ) 108,135 Asia-Pacific 2,031 4,640 4,253 ( 807 ) 10,117 Total $ 579,330 $ 124,414 $ 12,986 $ ( 11,257 ) $ 705,473 Year ended December 31, 2022 North America International Products Corp/Elim Total United States $ 485,551 $ 910 $ 6,495 $ ( 3,083 ) $ 489,873 Other Americas 83,877 9,076 406 ( 4,105 ) 89,254 Europe 2,811 99,714 1,896 ( 3,502 ) 100,919 Asia-Pacific 1,097 2,725 3,930 ( 425 ) 7,327 Total $ 573,336 $ 112,425 $ 12,727 $ ( 11,115 ) $ 687,373 Year ended December 31, 2021 North America International Products Corp/Elim Total United States $ 472,125 $ 912 $ 6,469 $ ( 4,284 ) $ 475,222 Other Americas 80,013 5,003 395 ( 1,768 ) 83,643 Europe 1,841 108,411 2,174 ( 2,812 ) 109,614 Asia-Pacific 1,408 2,919 4,793 ( 468 ) 8,652 Total $ 555,387 $ 117,245 $ 13,831 $ ( 9,332 ) $ 677,131 61 Table of Contents Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheets. Amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, generally at periodic intervals (e.g., weekly, bi-weekly or monthly). Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, the Company sometimes receives advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are aggregated on an individual contract basis and reported on the Consolidated Balance Sheets at the end of each reporting period within accounts receivable, net or accrued expenses and other current liabilities. Revenue recognized for 2023 and 2022, that was included in the contract liability balance at the beginning of the year was $ 6.3 million and $ 4.7 million, respectively. Changes in the contract asset and liability balances during the years ended December 31, 2023 and 2022, were not impacted by any other factors. The Company applies the practical expedient to expense incremental costs incurred related to obtaining a contract when the amortization period of the asset that the Company otherwise would have recognized is one year or less. 3. Earnings per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, and (2) the dilutive effect of assumed conversion of equity awards using the treasury stock method. With respect to the number of weighted-average shares outstanding (denominator), diluted shares reflects: (i) the exercise of options to acquire common stock to the extent that the options’ exercise prices are less than the average market price of common stock during the period and (ii) the pro forma vesting of restricted stock units. The following table sets forth the computations of basic and diluted earnings (loss) per share (in thousands except share data): For the year ended December 31, 2023 2022 2021 Basic earnings (loss) per share: Numerator: Net income (loss) attributable to Mistras Group, Inc. $ ( 17,453 ) $ 6,499 $ 3,860 Denominator Weighted average common shares outstanding 30,330 29,901 29,572 Basic earnings (loss) per share $ ( 0.58 ) $ 0.22 $ 0.13 Diluted earnings (loss) per share: Numerator: Net income (loss) attributable to Mistras Group, Inc. $ ( 17,453 ) $ 6,499 $ 3,860 Denominator Weighted average common shares outstanding 30,330 29,901 29,572 Dilutive effect of stock options outstanding — — 558 Dilutive effect of restricted stock units outstanding — 328 — 30,330 30,229 30,130 Diluted earnings (loss) per share $ ( 0.58 ) $ 0.21 $ 0.13 62 Table of Contents The following potential shares of common stock were excluded from the computation of diluted earnings per share, as the effect would have been anti-dilutive: For the year ended December 31, 2023 2022 2021 Potential shares of common stock attributable to restricted stock units (RSUs) and performance stock units (PSUs) outstanding (1) 547 1,005 109 Potential shares of common stock attributable to stock options outstanding — 1 5 Total 547 1,006 114 (1) For the year ended December 31, 2023, 1,014,527 shares of common stock related to restricted stock and 250,000 stock options, were excluded from the calculation of diluted EPS due to the net loss for the period. 4. Accounts Receivable Accounts receivable consist of the following (in thousands): December 31, 2023 2022 Trade accounts receivable $ 134,495 $ 127,767 Allowance for credit losses ( 1,648 ) ( 4,110 ) Accounts receivable, net $ 132,847 $ 123,657 The Company had $ 18.5 million and $ 13.5 million of unbilled revenues accrued as of December 31, 2023 and December 31, 2022, respectively, which is included within the trade accounts receivable balance above. Unbilled revenue is generally billed in the subsequent quarter to their revenue recognition. The Company considers unbilled receivables as short-term in nature as they are normally converted to trade receivables within 90 days, thus future changes in economic conditions will not have a significant effect on the credit loss estimate. The Company was contracted to perform inspections of welds on various pipeline projects in Texas for a customer. As of December 31, 2019, approximately $ 1.4 million of past due receivables were outstanding from this customer. The Company received notice from the customer in December 2019, alleging that the work performed was not in compliance with the contract. The Company filed a lawsuit to recover the $ 1.4 million and other amounts due to the Company and the customer filed a counterclaim, alleging breach of contract and seeking damages. The Company recorded a full reserve for this receivable during 2019. The parties agreed to a settlement in the quarter ending June 30, 2023, with releases executed in July 2023, whereby the Company released its claim for the $ 1.4 million of outstanding receivables. Accordingly, the receivable has been written off. See Note 18-Commitments and Contingencies for additional details. 5. Inventories Inventories consist of the following (in thousands): December 31, 2023 2022 Raw materials $ 6,099 $ 5,351 Work in progress 839 336 Finished goods 5,740 5,475 Consumable supplies 2,605 2,394 Inventories $ 15,283 $ 13,556 63 Table of Contents 6. Property, Plant and Equipment Property, plant and equipment consist of the following: December 31, Useful Life 2023 2022 (Years) (in thousands) Land $ 2,453 $ 2,529 Building and improvements 30 - 40 26,663 24,800 Office furniture and equipment 5 - 8 21,334 18,057 Machinery and equipment 5 - 7 269,306 251,282 319,756 296,668 Accumulated depreciation and amortization ( 238,784 ) ( 219,107 ) Property, plant and equipment, net $ 80,972 $ 77,561 Depreciation expense was approximately $ 25.6 million, $ 24.1 million, and $ 25.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. 7. Acquisitions Acquisition-Related expense In the course of its acquisition activities, the Company incurs costs in connection with due diligence, such as professional fees, and other expenses. Additionally, the Company adjusts the fair value of acquisition-related contingent consideration liabilities on a quarterly basis. These amounts are recorded as acquisition-related expense, net, on the Consolidated Statements of Income (Loss) and were as follows for the years ended December 31, 2023, 2022 and 2021 (in thousands): For the year ended December 31, 2023 2022 2021 Due diligence, professional fees and other transaction costs $ 9 $ 31 $ 5 Adjustments to fair value of contingent consideration liabilities — 45 1,128 Acquisition-related expense, net $ 9 $ 76 $ 1,133 8. Goodwill The changes in the carrying amount of goodwill by segment is shown below (in thousands): North America International Products and Systems Total Balance at December 31, 2021 $ 190,656 $ 14,783 $ — $ 205,439 Foreign currency translation ( 4,946 ) ( 858 ) — ( 5,804 ) Balance at December 31, 2022 $ 185,710 $ 13,925 $ — $ 199,635 Impairment charges — ( 13,799 ) — ( 13,799 ) Foreign currency translation 1,644 ( 126 ) — 1,518 Balance at December 31, 2023 $ 187,354 $ — $ — $ 187,354 The Company reviews goodwill for impairment on a reporting unit basis on October 1 of each year and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. During the third quarter of 2023, a triggering event was identified within the Company's reporting units within the International segment due to decreased gross margin in the current period as a result of inflationary pressures and rising energy costs impacting the International reporting units' operations. As a result, the Company performed an interim quantitative goodwill impairment test. 64 Table of Contents In performing the interim quantitative goodwill impairment test and consistent with prior practice, the Company determined the fair value of each of the reporting units using a combination of the income approach and the market approach by assessing each of these valuation methodologies based upon availability and relevance of comparable Company data and determining the appropriate weighting. Under the income approach, the fair value for each of the reporting units was determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company used internal forecasts, updated for recent events, to estimate future cash flows using a terminal value calculation, which incorporates historical and forecasted trends, including an estimate of long-term future growth rates, based on the Company’s most recent views of the long-term outlook for each reporting unit. The Company's internal forecasts include assumptions about future profitability, including the expected demand for the Company’s goods and services. Due to the inherent uncertainties involved in making estimates and assumptions, actual results may differ from those assumed in the forecasts. The Company derived the discount rates using a capital asset pricing model and analyzing published rates for industries relevant to the reporting units to estimate the cost of equity financing. The Company used discount rates that are commensurate with the risks and uncertainties inherent in the respective businesses and in the Company's internally developed forecasts and which are updated for recent events. Increased interest rates in the current period increased the discount rate associated with the reporting units which contributed to an unfavorable decrease in the reporting units value. The market approach valuation was derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses was based on the markets in which the reporting units operate, considering risk profiles, size, geography, and diversity of products and services. Based upon the results of the interim quantitative goodwill impairment test, the Company recorded an impairment charge of $ 13.8 million within the International reporting units. The impairment was calculated based on the difference between the estimated fair value and the carrying value of the reporting units and is included in Goodwill impairment charges on the condensed consolidated statements of income (loss) for the year ended December 31, 2023. Any significant adverse changes in future periods to the Company’s internal forecasts or the external market conditions, if any, could reasonably be expected to negatively affect its key assumptions and may result in future goodwill impairment charges which could be material. The Company's cumulative goodwill impairment as of December 31, 2023 was $ 114.0 million, of which $ 57.2 million related to the North America segment, $ 43.6 million related to the International segment and $ 13.2 million related to the Products and Systems segment. 9. Intangible Assets The gross carrying amount and accumulated amortization of intangible assets were as follows (in thousands): December 31, 2023 2022 Useful Life (Years) Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships 5 - 18 $ 110,780 $ ( 90,506 ) $ 20,274 $ 109,683 $ ( 84,130 ) $ 25,553 Software/Technology 3 - 15 55,053 ( 32,230 ) 22,823 51,028 ( 28,669 ) 22,359 Covenants not to compete 2 - 5 12,536 ( 12,488 ) 48 12,488 ( 12,416 ) 72 Other 2 - 12 10,466 ( 9,617 ) 849 10,389 ( 9,358 ) 1,031 Total $ 188,835 $ ( 144,841 ) $ 43,994 $ 183,588 $ ( 134,573 ) $ 49,015 Amortization expense for the years ended December 31, 2023, 2022 and 2021, was approximately $ 8.5 million, $ 9.1 million, and $ 9.7 million, respectively, including amortization of software/technology for these periods of $ 2.9 million, $ 2.9 million, and $ 3.0 million, respectively. 65 Table of Contents Amortization expense in each of the five years and thereafter subsequent to December 31, 2023 related to the Company’s intangible assets is expected to be as follows (in thousands): Expected Amortization Expense 2024 $ 9,054 2025 6,829 2026 6,120 2027 4,752 2028 4,620 Thereafter 12,619 Total $ 43,994 10. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2023 2022 Accrued salaries, wages and related employee benefits $ 27,372 $ 26,684 Contingent consideration — 937 Accrued workers' compensation and health benefits 4,385 3,660 Deferred revenue 7,136 7,521 Right-of-use liability - Operating 10,686 10,376 Pension accrual 2,458 2,519 Other accrued expenses 32,294 26,147 Total accrued expenses and other current liabilities $ 84,331 $ 77,844 11. Long-Term Debt Long-term debt consisted of the following (in thousands): December 31, 2023 2022 Senior credit facility $ 71,150 $ 65,250 Senior secured term loan, net of unamortized debt issuance costs of $ 0.4 million and $ 0.5 million 115,253 121,399 Other 3,996 4,602 Total debt 190,399 191,251 Less: Current portion ( 8,900 ) ( 7,425 ) Long-term debt, net of current portion $ 181,499 $ 183,826 Senior Credit Facility Prior to entering into the New Credit Agreement (defined and described below), the Company had a credit agreement with its banking group (the "Credit Agreement") which provided the Company with a $ 150 million revolving credit facility and a $ 100 million term loan. The Credit Agreement was most recently amended on May 19, 2021 and had a maturity date of December 12, 2023. On August 1, 2022, the Company entered into a new credit agreement (the “New Credit Agreement”) which replaced the prior Credit Agreement and provides the Company with a $ 190 million, 5 -year committed revolving credit facility and a $ 125 million term loan with a balance of $ 115.3 million as of December 31, 2023. The New Credit Agreement permits the Company to borrow up to $ 100 million in non-US dollar currencies and to use up to $ 20 million of the credit limit for the issuance of letters of credit. Both the revolving line of credit and the term loan under the New Credit Agreement have a maturity date of July 30, 2027. 66 Table of Contents The New Credit Agreement has the following key terms, conditions and financial covenants: • Borrowings bear interest at Secured Overnight Financing Rate ("SOFR") plus a credit spread adjustment and applicable SOFR margin ranging from 1.25 % to 2.75 %, based upon our Total Consolidated Debt Leverage Ratio (defined below); under the Credit Agreement, the margin was based upon the LIBOR margin. ◦ Total Consolidated Debt Leverage Ratio means the ratio of (a) Total Consolidated Debt to (b) EBITDA (as defined in the New Credit Agreement) for the trailing four consecutive fiscal quarters. ◦ Total Consolidated Debt means all indebtedness (including subordinated debt) of the Company on a consolidated basis. • The Company has the benefit of the lowest SOFR margin if its Total Consolidated Debt Leverage Ratio is equal to or less than 1.25 to 1.0, and the margin increases as the ratio increases, to the maximum margin if the ratio is greater than 3.75 to 1.0. The New Credit Agreement is secured by liens on substantially all of the assets of the Company and certain of its U.S subsidiaries and is guaranteed by those U.S subsidiaries. • The Company has to maintain a Total Consolidated Debt Leverage Ratio of no more than 4.0 to 1.0 at the end of each quarter through June 30, 2023 and stepping down to a maximum permitted ratio of no more than 3.75 to 1.0 for the remainder of the term. • As of December 31, 2023, the Fixed Charge Coverage Ratio was modified from a ratio of 1.25 to 1.0 to a ratio of 1.1 to 1.0 for the duration of the New Credit Agreement, as defined in the New Credit Agreement. Refer to Note 21 - Subsequent Events for further information. • The New Credit Agreement limits the Company’s ability to, among other things, create liens, make investments, incur more indebtedness, merge or consolidate, make dispositions of property, pay dividends, make distributions to stockholders or repurchase our stock, enter into a new line of business, enter into transactions with affiliates and enter into burdensome agreements. • The New Credit Agreement does not limit the Company’s ability to acquire other businesses or companies except that the acquired business or company must be in the Company's line of business, the Company must be in compliance with the financial covenants on a pro forma basis after taking into account the acquisition, and the Company must provide written notice at least five business days prior to the date of an acquisition of $ 10 million or more. • Quarterly payments on the term loan of $ 1.56 million through June 30, 2024, then increasing to $ 2.34 million through June 30, 2025, and to $ 3.12 million for each quarterly payment thereafter through maturity. The New Credit Agreement was accounted for as a modification, and the Company expensed $ 0.8 million in unamortized capitalized debt issuance costs and fees during the three months ended September 30, 2022, which was included in selling, general and administrative expenses on the Consolidated Statements of Income (Loss). The Company incurred $ 1.6 million in financing costs for the New Credit Agreement, of which $ 0.2 million of third party costs were expensed and included in selling, general and administrative expenses on the Consolidated Statements of Income (Loss). As of December 31, 2023, the Company had borrowings of $ 186.4 million and a total of $ 2.9 million of letters of credit outstanding under the New Credit Agreement. The Company has capitalized costs associated with debt modifications of $ 1.2 million as of December 31, 2023, which is included in Other assets on the Consolidated Balance Sheet and will be amortized into interest expense over the remaining term of the Credit Agreement through July 30, 2027. As of December 31, 2023, the Company was in compliance with the terms of the New Credit Agreement. The Company continuously monitors compliance with the covenants contained in the New Credit Agreement. The Company believes that it is probable that the Company will be able to comply with the financial covenants in the New Credit Agreement and that sufficient credit remains available under the New Credit Agreement to meet the Company's liquidity needs. However, such matters cannot be predicted with certainty. Other Debt The Company's other debt includes bank financing provided at the local subsidiary level used to support working capital requirements and fund capital expenditures. At December 31, 2023, there was an aggregate of approximately $ 4.0 million 67 Table of Contents outstanding, payable at various times through 2030. Monthly payments ran ge from $ 1 thousand to $ 19 thousand and interest rates range from 0.4 % to 3.5 %. Scheduled principal payments due under all borrowing agreements in each of the five years and thereafter subsequent to December 31, 2023 are as follows (in thousands): 2024 $ 9,208 2025 11,968 2026 12,875 2027 155,524 2028 824 Thereafter — Total $ 190,399 12. Fair Value Measurements The Company performs fair value measurements in accordance with the guidance provided by ASC 820, Fair Value Measurements and Disclosures . ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a three-level hierarchy that prioritizes the inputs used to measure fair value. The three levels of the hierarchy are defined as follows: Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data. Level 3 — Unobservable inputs reflecting the Company’s own assumptions about inputs that market participants would use in pricing the asset or liability based on the best information available. Financial instruments measured at fair value on a recurring basis The fair value of contingent consideration liabilities was estimated using a discounted cash flow technique with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include the probability assessments of expected future cash flows related to the acquisitions, appropriately discounted considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the applicable acquisition agreements. The following table represents the changes in the fair value of Level 3 contingent consideration (in thousands): December 31, 2023 2022 Balance at the beginning of the period: $ 937 $ 1,830 Acquisitions — — Payments ( 937 ) ( 938 ) Accretion of liability — — Revaluation — 45 Foreign currency translation — — Balance at the end of the period: $ — $ 937 Financial instruments not measured at fair value on a recurring basis The Company has evaluated current market conditions and borrower credit quality and has determined that the carrying value of its long-term debt approximates fair value. The fair value of the Company’s notes payable and finance lease obligations 68 Table of Contents approximates their carrying amounts based on anticipated interest rates which management believes would currently be available to the Company for similar issuances of debt. 13. Share-Based Compensation The Company grants share-based incentive awards to its eligible employees and non-employee directors under two equity incentive plans: (i) the 2009 Long-Term Incentive Plan (the "2009 Plan") and (ii) the 2016 Long-Term Incentive Plan (the "2016 Plan"). No awards have been granted under the 2009 Plan since the 2016 Plan was approved by stockholders in 2016, and the remaining option award granted under the 2009 Plan expired during the three months ended March 31, 2022. Awards granted under the 2016 Plan may be in the form of stock options, restricted stock units, restricted stock and other forms of share-based incentives, including performance-based restricted stock units, stock appreciation rights and deferred stock rights. At the annual stockholders meeting on May 23, 2022, the Company’s stockholders approved an amendment to increase the total number of shares that may be issued under the 2016 Plan by 1.2 million, for a total of 4.9 million shares that are authorized for issuance under the 2016 plan, of which approximately 1,400,000 shares were available for future grants as of December 31, 2023. Stock Options On October 11, 2023, Mr. Stamatakis was granted an award of stock options to purchase 250,000 shares of common stock of the Company, with an exercise price of $ 5.36 , the closing price of the Company's common stock as quoted on the New York Stock Exchange on the grant date (the "Options"). The Options were granted as an inducement for Mr. Stamatakis to accept the position of Interim President and CEO of Mistras and were therefore granted outside the 2016 Plan, as permitted by NYSE Rules. The Options can be exercised any time after the grant date until its expiration date, which is the earlier of 10 years from the grant date or one year following the date Mr. Stamatakis is no longer serving as an officer, director or in any other capacity of the Company. During the three months ended December 31, 2023, the Company recorded $ 0.8 million share-based compensation expenses related to the Options. For each of the years ended December 31, 2022 and 2021, the Company did no t recognize any share-based compensation expense related to stock option awards, as the one outstanding stock option award was already fully vested. No unrecognized compensation costs remained related to the stock option awards. In addition, there were no stock options exercised during the years ended December 31, 2023, 2022 and 2021. The following table sets forth a summary of the stock option activity, weighted-average exercise prices and options outstanding as of December 31, 2023, 2022 and 2021 as follows (in thousands, except per share amounts and years): For the years ended December 31, 2023 2022 2021 Common Stock Options Weighted Average Exercise Price Common Stock Options Weighted Average Exercise Price Common Stock Options Weighted Average Exercise Price Outstanding at beginning of year: — $ — 5 $ 22.35 5 $ 22.35 Granted 250 $ 5.36 — $ — — $ — Exercised — $ — — $ — — $ — Expired or forfeited — $ — ( 5 ) $ 22.35 — $ — Outstanding at end of year: 250 $ 5.36 — $ — 5 $ 22.35 Stock Issuances to Non-Employee Directors 69 Table of Contents As part of its compensation program for non-employee directors, the Company makes semi-annual issuances of fully-vested common stock to its non-employee directors. A summary of the fully-vested common stock the Company issued to its non-employee directors, in connection with its non-employee director compensation, is as follows (in thousands): For the year ended December 31, 2023 2022 2021 Awards issued 133 70 51 Grant date fair value of awards issued $ 750 $ 450 $ 525 Restricted Stock Unit Awards Restricted Stock Units generally vest ratably on each of the first four anniversary dates of issuance. The Company recognized approximately $ 4.9 million, $ 3.7 million and $ 3.5 million of share-based compensation for the years ended December 31, 2023, 2022 and 2021, respectively, related to restricted stock unit awards. As of December 31, 2023, there was approximately $ 6.9 million of unrecognized compensation costs, net of estimated forfeitures, related to restricted stock unit awards, which are expected to be recognized over a remaining weighted average period of 2.5 years. Upon vesting, restricted stock units are generally net share-settled to cover the required minimum withholding tax and the remaining amount is converted into an equivalent number of shares of common stock. A summary of the vesting activity of restricted stock unit awards, with the respective fair value of the awards, is as follows (in thousands): For the year ended December 31, 2023 2022 2021 Awards issued 683 401 317 Grand date fair value of awards issued $ 4,269 $ 2,524 $ 3,434 A summary of the Company's outstanding, non-vested restricted share units is as follows (in thousands, except per share amounts and years): For the year ended December 31, 2023 2022 2021 Units Weighted Average Grant-Date Fair Value Units Weighted Average Grant-Date Fair Value Units Weighted Average Grant-Date Fair Value Outstanding at beginning of period: 1,415 $ 6.66 1,208 $ 7.96 1,076 $ 7.41 Granted 606 $ 8.30 687 $ 7.59 528 $ 10.07 Released ( 683 ) $ 6.25 ( 401 ) $ 6.63 ( 317 ) $ 10.77 Forfeited ( 154 ) $ 8.00 ( 79 ) $ 14.23 ( 79 ) $ 8.82 Outstanding at end of period: 1,184 $ 8.07 1,415 $ 6.66 1,208 $ 7.96 Performance Restricted Stock Units The Company maintains Performance Restricted Stock Units ("PRSUs") that have been granted to select executives and senior officers whose ultimate payouts may vary between zero and 200 % of the target award, based on the Company’s performance over a one-year period based on specific metrics approved by the Compensation Committee of the Board of Directors of the Company. For 2022, the Compensation Committee of the Board of Directors utilized the same performance metrics for the Company's PRSUs awarded in 2022 as it utilized for the 2021 PRSUs. The three metrics were: 1. Free Cash Flow defined as net cash provided by operating activities less purchases of property, plant, equipment and intangible assets and is subject to adjustments approved by the Compensation Committee. 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 70 Table of Contents (including transaction due diligence costs and adjustments to the fair value of contingent consideration), foreign exchange (gain) loss and, if applicable, certain special items which are noted. 3. Total Shareholder Return ("TSR") measures the total return to shareholders of the Company during 2021 versus the total return to the shareholders of a predefined peer group of companies that provide inspection, testing, certification or similar industrial services. The return will be measured by the year over year percent change in share price. The share prices used to calculate the return are the average share price during the 20 -trading day period ending on the initial measurement date (the last 20 trading days of 2021), compared to the average share price during the 20 -trading day period ending on the final measurement date (the last 20 trading days of 2022). Any cash dividends or distributions paid in 2022 were added to calculate the return to shareholders during the year. TSR is considered a market condition for which the fair value of PRSUs with this condition is determined using a Monte Carlo valuation model. Key assumptions in the Monte Carlo valuation model included: a. Expected Volatility. Expected volatility of the Company’s common stock at the date of grant was estimated based on a historical average volatility rate for the approximate 1-year performance period. b. Dividend Yield . The dividend yield assumption was based on historical and anticipated dividend payouts (assumed at zero ). c. Risk-Free Interest Rate . The risk-free interest rate assumption was based on observed interest rates consistent with the approximate 1-year performance measurement period. For 2023, the Compensation Committee of the Board of Directors used different performance metrics for PRSUs approved in that year. The three metrics are: 1. Free Cash Flow defined as net cash provided by operating activities less purchases of property, plant, equipment and intangible assets and is subject to adjustments approved by the Compensation Committee. 2. Adjusted EBITDA defined as net income attributable to the Company plus: interest expense, provision for income taxes, depreciation and amortization, share-based compensation expense and certain acquisition related costs (including transaction due diligence costs and adjustments to the fair value of contingent consideration), foreign exchange (gain) loss and, if applicable, certain special items which are noted. 3. Revenue PRSUs are equity-classified and compensation costs related to PRSUs with performance conditions are initially measured using the fair value of the underlying stock at the date of grant. Compensation costs related to the PRSUs with performance conditions are subsequently adjusted for changes in the expected outcomes of the performance conditions. Compensation cost related to the PRSUs with a market condition is not reversed if the market condition is not achieved, provided the employee requisite service has been rendered. Earned PRSUs generally vest ratably on each of the first four anniversary dates following completion of the performance period, for a total requisite service period of up to five years and have no dividend rights. A summary of the Company's PRSU activity is presented as follows (in thousands, except per share amounts and years): For the year ended December 31, 2023 2022 2021 Units Weighted Average Grant-Date Fair Value Units Weighted Average Grant-Date Fair Value Units Weighted Average Grant-Date Fair Value Outstanding at beginning of period: 371 $ 9.96 388 $ 10.07 333 $ 8.84 Granted 282 $ 8.50 341 $ 6.55 189 $ 12.59 Performance condition adjustments, net ( 305 ) $ 8.34 ( 285 ) $ 7.71 ( 56 ) $ 9.27 Released ( 204 ) $ 6.59 ( 73 ) $ 5.17 ( 78 ) $ 8.15 Forfeited ( 84 ) $ 6.95 — $ — — $ — Outstanding at end of period: 60 $ 9.33 371 $ 9.96 388 $ 10.07 For the year ended December 31, 2023, 282,000 PRSUs were granted. There was a 305,000 net unit reduction to these awards, which represents Company performance below target, during the year ended December 31, 2023. For the year ended December 31, 2022, 341,000 PRSUs were granted. There was a 285,000 net unit reduction to these awards, which represents Company performance below target, during the year ended December 31, 2022. 71 Table of Contents For the year ended December 31, 2021, 189,000 PRSUs were granted. There was a 56,000 unit reduction to these awards, which represents Company performance against target, during the year ended December 31, 2021. Compensation expense related to all PRSUs described above was $ 0.7 million, $ 1.2 million, and $ 1.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. At December 31, 2023, there was $ 0.2 million of total unrecognized compensation costs related to approximately 60,000 unvested performance restricted stock units. These costs are expected to be recognized over a weighted-average period of approximately 1.5 years. For the years ended December 31, 2023, 2022 and 2021, the income tax benefit recognized on all share based compensation arrangements referenced above was approximately $ 0.8 million, $ 1.6 million, and $ 1.4 million, respectively. 14. Income Taxes Income (loss) before provision (benefit) for income taxes is as follows (in thousands): For the year ended December 31, 2023 2022 2021 Income (loss) before provision (benefit) for income taxes from: U.S. operations $ ( 6,900 ) $ 439 $ 1,527 Foreign operations ( 11,765 ) 8,855 5,761 Income (loss) before provision (benefit) for income taxes $ ( 18,665 ) $ 9,294 $ 7,288 The provision (benefit) for income taxes consists of the following (in thousands): For the year ended December 31, 2023 2022 2021 Current Federal $ 1,372 $ ( 644 ) $ ( 182 ) States and local 705 464 246 Foreign 2,063 3,251 3,641 Reserve for uncertain tax positions 16 136 ( 186 ) Total current provision (benefit) $ 4,156 $ 3,207 $ 3,519 Deferred Federal $ ( 2,005 ) $ ( 435 ) $ ( 309 ) States and local ( 122 ) 242 ( 138 ) Foreign ( 1,439 ) ( 1,614 ) ( 1,884 ) Reserve for uncertain tax positions — — 155 Total deferred benefit ( 3,566 ) ( 1,807 ) ( 2,176 ) Net change in valuation allowance ( 1,810 ) 1,320 2,052 Net deferred benefit ( 5,376 ) ( 487 ) ( 124 ) Total provision (benefit) for income taxes $ ( 1,220 ) $ 2,720 $ 3,395 The provision (benefit) for income taxes differs from the amount computed by applying the statutory federal tax rate to income tax as follows (in thousands): 72 Table of Contents For the years ended December 31, 2023 2022 2021 Federal tax at statutory rate $ ( 3,920 ) 21.0 % $ 1,952 21.0 % $ 1,527 21.0 % State taxes, net of federal benefit 611 ( 3.3 ) % 622 6.7 % 75 1.0 % Foreign tax 274 ( 1.5 ) % 218 2.3 % 380 5.2 % Goodwill impairment 2,901 ( 15.5 ) % — — % — — % Nondeductible compensation 716 ( 3.8 ) % — — % 119 1.6 % US taxation of foreign earnings 98 ( 0.5 ) % 100 1.1 % ( 1,041 ) ( 14.3 ) % Permanent differences 485 ( 2.6 ) % 363 3.9 % 373 5.1 % Research & Development Credit ( 602 ) 3.2 % ( 1,716 ) ( 18.5 ) % ( 214 ) ( 2.9 ) % Change in valuation allowance ( 1,810 ) 9.7 % 1,320 14.2 % 2,052 28.2 % Impact of foreign tax rate changes — % ( 246 ) ( 2.6 ) % 49 0.7 % Other 27 ( 0.1 ) % 107 1.2 % 75 1.0 % Total provision (benefit) for income taxes $ ( 1,220 ) 6.5 % $ 2,720 29.3 % $ 3,395 46.6 % The permanent differences identified above include normal recurring differences, such as meals, entertainment, and parking fringe benefits as well as a portion of the goodwill impairment charge. On June 28, 2019, the Canadian province of Alberta enacted the Job Creation Tax Cut which reduced the Alberta corporate income tax rate from 12% to 11% starting in 2019 with further annual reductions to 10% in 2020, 9% in 2021, and 8% in 2022. On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). The CARES Act is an approximately $2 trillion emergency economic stimulus package in response to the Coronavirus outbreak, which among other things contains numerous income tax provisions. Some of these tax provisions are effective retroactively for years ending before the date of enactment. The CARES Act provides a five-year carryback of net operating losses generated in years 2018 through 2020. As the statutory federal income tax rate applicable to certain years within the carryback period is 35%, carryback to those years of our estimated 2020 annual federal tax loss provides a tax benefit in excess of the current federal statutory rate of 21%, resulting in an increased income tax benefit of $ 1.9 million. The income tax effects of the CARES Act resulted in a cash refund of approximately $ 4.9 million in 2021 of taxes paid in prior years. On December 27, 2020, the United States enacted the Consolidated Appropriations Act, 2021, (the "Appropriations Act") an additional stimulus package providing financial relief for individuals and small business. The Appropriations Act contains a variety of tax provisions, including full expensing of business meals in 2021 and 2022, and expansion of the employee retention tax credit. The Appropriations Act did not have a material impact on our consolidated financial position, results of operations, and cash flows . In response to the COVID-19 pandemic, the American Rescue Plan Act was signed into law on March 11, 2021. This act, among other things, provides economic relief provisions to individuals and funding to certain businesses and programs. This guidance did not have a material impact on our consolidated financial position, results of operations, and cash flows. In August 2022 the United States enacted the Inflation Reduction Act (“IRA”) of 2022 (Public Law No. 117-169), which includes a 15% book minimum tax on corporations with financial accounting profits over 1 billion US dollars (USD) and a 1% excise tax on certain stock buybacks. The IRA also contains numerous clean energy tax incentives related to electricity production, carbon sequestration, alternative vehicles and fuels, and residential and commercial energy efficiency. The company does not expect this act to have a material impact. 73 Table of Contents Deferred income tax attributes resulting from differences between financial accounting amounts and income tax basis of assets and liabilities are as follows (in thousands): December 31, 2023 2022 Deferred income tax assets Allowance for doubtful accounts $ 298 $ 826 Inventory 1,201 806 Intangible assets 1,036 1,178 Accrued expenses 4,085 4,365 Net operating loss carryforward 5,329 4,985 Finance lease obligations 275 463 Stock Options 187 — Deferred stock based compensation 723 1,152 Interest carryforward 4,174 1,501 Right-of-use liability 8,984 9,886 R&D Expense 5,091 2,836 Credits 87 490 Other 1,694 1,495 Deferred income tax assets 33,164 29,983 Valuation allowance ( 6,029 ) ( 7,787 ) Net deferred income tax assets $ 27,135 $ 22,196 Deferred income tax liabilities Property and equipment $ ( 6,472 ) $ ( 6,493 ) Goodwill ( 9,132 ) ( 7,645 ) Intangible assets ( 2,822 ) ( 3,601 ) Right-of-use asset ( 8,944 ) ( 9,841 ) Other ( 2 ) ( 122 ) Deferred income tax liabilities ( 27,372 ) ( 27,702 ) Net deferred income taxes $ ( 237 ) $ ( 5,506 ) As of December 31, 2023, the Company had no federal net operating loss carry forwards (NOLs). In addition, as of December 31, 2023, the Company had state and foreign NOLs of $ 10.4 million and $ 15.0 million, respectively. Approximately $ 4.6 million of the state NOLs expire at various times from 2031 to 2040, while the remainder of the Company's state NOLs do not expire. Approximately $ 2.8 million of the foreign NOLs expire at various times from 2023 to 2041, while the remainder of the Company's foreign NOLs do not expire. In assessing the ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. Valuation allowances are provided when management believes the Company's deferred tax assets are not recoverable based on future reversals of existing taxable temporary differences, taxable income in prior carryback year(s) if carryback is permitted under the tax law, and an assessment of estimated future taxable income, exclusive of reversing temporary differences and carryforwards, that incorporates ongoing, prudent and feasible tax planning strategies. At December 31, 2023 and December 31, 2022, the Company has a valuation allowance of approximately $ 6.0 million and $ 7.8 million, respectively, primarily against certain state and foreign NOLs and other specific deferred tax assets. The net increase in the valuation allowance of approximately $ 1.8 million is primarily attributable to state and foreign net operating losses and changes in foreign exchange rates, offset by a reduction of expiring losses. Except for those deferred tax assets subject to the valuation allowance, management believes that it will realize all deferred tax assets as a result of sufficient future taxable income in each tax jurisdiction in which the Company has deferred tax assets. . 74 Table of Contents The following table summarizes the changes in the Company’s gross unrecognized tax benefits, excluding interest and penalties (in thousands): For the year ended December 31, 2023 2022 Balance at beginning of period $ 258 $ 300 Additions for tax positions related to the current fiscal period — — Additions for tax positions related to prior years — 1 Reductions related to the expiration of statutes of limitations — ( 43 ) Balance at end of period $ 258 $ 258 The Company has recorded the unrecognized tax benefits in other long-term liabilities in the consolidated balance sheets. As of December 31, 2023 and December 31, 2022, there were approximately $ 0.3 million and $ 0.3 million of unrecognized tax benefits, respectively, including penalties and interest. If the Company recognized these unrecognized tax benefits, approximately $ 0.3 million and $ 0.3 million would favorably affect the effective tax rate for both December 31, 2023 and December 31, 2022, respectively. Interest and penalties related to unrecognized tax benefits are recorded in income tax expense and are not significant for the years ended December 31, 2023, 2022 and 2021. The Company anticipates a decrease to its unrecognized tax benefits of $ 0.1 million excluding interest and penalties within the next 12 months. The Company is subject to taxation in the United States and various states and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years ending before December 31, 2017 and generally is no longer subject to state, local or foreign income tax examinations by tax authorities for years ending before December 31, 2019. Currently the Company is undergoing a federal tax audit for years ending December 31, 2018 through December 31, 2020. As previously noted, the Tax Act made significant changes to the taxation of undistributed earnings, requiring that all previously untaxed earnings and profits of the Company's controlled foreign operations be subjected to the transition tax. Since these earnings have now been subjected to U.S. federal tax, they would only be potentially subject to limited other taxes, including foreign withholding and certain state taxes. As of December 31, 2023, the Company has no t recognized a deferred tax liability for foreign withholdings and state taxes on its undistributed international earnings or losses of its foreign subsidiaries since it intends to indefinitely reinvest the earnings outside the United States. The Company has estimated $73.3 million of unremitted international earnings which provides an unrecorded deferred tax liability related to undistributed international earnings is approximately $ 1.5 million. 15. Employee Benefit Plans The Company provides a 401(k) savings plan for eligible U.S. based employees. Employee contributions are discretionary up to the IRS limits each year and catch up contributions are allowed for employees 50 years of age or older. Under the 401(k) plan, employees become eligible to participate on the first day of the month after three months of continuous service. Under this plan, the Company matches 50 % of the employee’s contributions up to 6 % of the employee’s annual compensation, as defined by the plan. There is a five-year vesting schedule for the Company match. During the third quarter of 2021, the Company re-installed the employer match which was previously suspended as part of the Company's cost reduction initiatives undertaken in 2020 due to the COVID-19 pandemic. The Company’s contribution to the plan was $ 3.9 million, $ 3.0 million, and $ 1.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company's subsidiary participated with other employers in contributing to the Boilermaker-Blacksmith National Pension Trust (EIN 48-6168020) (“Boilermakers”) and Plumbers and Pipefitters National Pension Fund (EIN 52-6152779) (“Pipefitters”), multi-employer defined benefit pension plans, which cover certain U.S. based union employees. The plans provide pension benefits with contribution rates that are collectively bargained between participating employers and their affiliated Boilermakers and Pipefitters local unions. Both the Boilermakers and Pipefitters plans are approximately 80 percent funded as of the latest Form 5500 filed, respectively. The Company did no t make any contributions to the Boilermakers plan during the years ended December 31, 2023 and 2022 while making de minimis contributions to the Pipefitters plan during the same periods. See Note 18-Commitments and Contingencies, Pension Related Contingencies, for additional detail. The Company has other benefit plans covering certain employees throughout the Company. Amounts charged to expense under these plans were not significant in any year. 75 Table of Contents 16. Related Party Transactions The Company leases its headquarters under an operating lease from a stockholder and director of the Company. On August 1, 2014, the Company extended its lease at its headquarters requiring monthly payments through October 2024. Total rent payments made during the year ended December 31, 2023 were approximately $ 1.0 million. See Note 17-Leases for further detail. The Company receives benefits consulting services from Capital Management Enterprise (“CME”). Manuel N. Stamatakis, Chairman of our Board of Directors and our interim President and Chief Executive Officer, is the Chief Executive Officer of CME. The Company does no t pay any fees to CME and any compensation CME receives related to work for the Company is received by commissions paid by the third-party benefit providers. 17. Leases The Company leases certain office and operating facilities, machinery, equipment, and vehicles. Concurrent with the adoption of ASC 842, the Company recognized a right-of-use (ROU) asset and lease liability based on the present value of the future lease payments over the lease term for each lease agreement. The Company elected not to recognize a ROU asset and lease liability for leases with terms of 12 months or less and will continue to recognize lease expense for these leases on a straight-line basis over the lease term. The Company has leases with both lease components and non-lease components, such as common area maintenance, utilities, or other repairs and maintenance. For all asset classes, the Company decided to utilize the practical expedient to include both fixed lease components and fixed non-lease components in calculating the ROU asset and lease liability. The Company identified variable lease payments, such as maintenance payments based on actual activities performed or costs incurred, at lease commencement by assessing the nature of the payment provisions, including whether the payments are subject to a minimum charge. Many of the Company's leases include one or more options to renew. When it is reasonably certain that the Company will exercise the option, the Company will include the impact of the option in the lease term for purposes of determining future lease payments. As the Company is unable to determine the discount rate implicit in its lease agreements, the Company uses its incremental borrowing rate on the commencement date to calculate the present value of future payments. The Company’s Consolidated Balance Sheets include the following related to operating leases as of December 31, 2023 and 2022 (in thousands): Leases Classification 2023 2022 Assets: ROU assets Other Assets $ 37,512 $ 36,946 Liabilities: ROU liability - current Accrued expenses and other current liabilities $ 10,686 $ 10,376 ROU liability - long-term Other long-term liabilities 28,219 28,066 Total ROU liabilities $ 38,905 $ 38,442 Included within the balance of operating leases is a lease for the Company’s headquarters which is with a related party. The ROU liability for this facility is approximately $ 0.8 million as of December 31, 2023 and $ 1.8 million as of December 31, 2022. Total rent payments for this facility were approximately $ 1.0 million and $ 1.0 million during the years ended December 31, 2023 and 2022. An agreement was reached with the related party to reduce rental payments by 12.5 % for the lease of the Company’s headquarters, effective February 2022 as part of a voluntary reduction. As of December 31, 2023 and 2022, the total ROU assets attributable to finance leases are approximately $ 14.5 million and $ 13.0 million, respectively, which is included in Property, plant, and equipment, net on the Consolidated Balance Sheets. 76 Table of Contents The components of lease costs for the year ended December 31, 2023 and 2022 are as follows (in thousands): Classification 2023 2022 Finance lease expense: Amortization of ROU assets Depreciation and amortization $ 5,152 $ 4,068 Interest on lease liabilities Interest expense 917 624 Operating lease expense Cost of revenue; Selling, general & administrative expenses 13,234 12,783 Short-term lease expense Cost of revenue; Selling, general & administrative expenses 179 77 Variable lease expense Cost of revenue; Selling, general & administrative expenses 2,034 2,141 Total $ 21,516 $ 19,693 Additional information related to leases as of December 31, 2023 and 2022 is as follows: 2023 2022 Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases (in thousands): Finance - financing cash flows $ 5,047 $ 4,140 Finance - operating cash flows 917 624 Operating - operating cash flows 13,208 12,502 ROU assets obtained in the exchange for lease liabilities: Finance leases $ 7,125 $ 5,076 Operating leases 10,598 6,067 Weighted-average remaining lease term (in years): Finance leases 4.7 5.1 Operating leases 4.4 4.7 Weighted-average discount rate: Finance leases 6.5 % 5.5 % Operating leases 6.1 % 5.6 % Maturities of lease liabilities as of December 31, 2023 is as follows (in thousands): Finance Operating 2024 $ 5,955 $ 12,485 2025 4,520 9,978 2026 3,787 7,426 2027 2,832 5,851 2028 1,168 4,230 Thereafter 128 3,914 Total 18,390 43,884 Less: Present value discount 1,970 4,979 Lease liability $ 16,420 $ 38,905 18. 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 77 Table of Contents for possible losses from the matters described below, the Company does not believe that any currently pending or threatened legal proceeding to which the Company is or is likely to become a party will have a material adverse effect on its business, results of operations, cash flows or financial condition. The costs incurred by the Company to defend lawsuits, investigations and claims and amounts the Company pays to other parties because of these matters may be covered by insurance in some circumstances. Litigation and Commercial Claims The Company was contracted to perform inspections of welds on various pipeline projects in Texas for a customer. The customer provided the Company with notice in December 2019, alleging that the Company’s inspection of 66 welds (out of approximately 16,000 welds inspected) were not in compliance with the contract, claimed approximately $ 7.6 million in damages, and requested that the Company pay these damages and any other damages incurred. The Company filed a lawsuit in the District Court of Bexar County, Texas, 37th Judicial District, on December 17, 2019, in an action captioned Mistras Group, Inc. v. Epic Y-Grade Pipeline LP, to recover the $ 1.4 million and other amounts due to the Company. The customer filed a counterclaim on March 6, 2020, alleging breach of contract and seeking recovery of its alleged damages. On April 25, 2023, the parties agreed to settle all claims, and in July 2023, the parties executed a settlement agreement. As part of the settlement, the Company paid $ 0.3 million in July 2023 (which the Company estimates is significantly less than the cost of going to trial) and released its claim of $ 1.4 million for associated past due receivables, which were fully reserved for in prior periods. In the year ended December 31, 2022, the Company recorded a charge of $ 0.1 million for a potential loss from this matter. The Company recorded a reserve in the amount of $ 1.4 million during the twelve months ended December 31, 2019 for these past due receivables. Two proceedings were filed in California Superior Court for the County of Los Angeles regarding alleged violations of the California Labor Code. Both cases were captioned Justin Price v. Mistras Group, Inc. , one being a purported class action lawsuit on behalf of current and former Mistras employees in California, filed on June 10, 2020, and the other was filed on September 18, 2020, on behalf of the State of California under the California Private Attorney General Act on the basis of the same alleged violations. The two cases were consolidated and payment was demanded for all damages, including unpaid wages, and various fines and penalties available under California law. On May 4, 2021, the Company agreed to a settlement of all claims in the cases, which was more formally documented pursuant to a settlement agreement completed October 5, 2021, as amended as of May 3, 2022. Pursuant to the settlement, the Company agreed to pay $ 2.3 million to resolve the allegations in these proceedings and to be responsible for the employer portion of payroll taxes on the amount of the settlement allocated to wages. The settlement as agreed upon by the parties received final court approval on September 26, 2022, and the Company paid the settlement proceeds and related payroll taxes to the claims administrator in the fourth quarter of 2022. The Company recorded expense of approximately $ 1.6 million during the three months ended March 31, 2021 related to this settlement, which is in addition to expense of $ 0.8 million the Company recorded during the three months ended December 31, 2020. Pension Related Contingencies Certain of Company’s subsidiaries had significant reductions in their unionized workers in 2018. The collective bargaining agreements for the employees of this subsidiary required contributions for these employees to two national multi-employer pension funds. The reduction in employees resulted in the subsidiary incurring a complete withdrawal to one of the pension funds under the Employee Retirement Income Security Act of 1974 ("ERISA"), which was fully satisfied in 2019. The Company has determined that the subsidiary is likely to incur partial or complete withdrawal liability to the other pension fund. The balance of the estimated total amount of this potential liability as of December 31, 2023 is approximately $ 2.5 million, which was incurred in 2018 and 2019. Acquisition and disposition related contingencies During 2018, the Company sold a subsidiary in the Products and Systems segment. As part of the sale, the Company entered into a three-year agreement to purchase products from the buyer, with a cumulative commitment of $ 2.3 million. On August 3, 2021, the parties amended the agreement and extended the period by 12 months . As of December 31, 2022, the commitment was fully satisfied. 19. Segment Disclosure The Company’s three operating segments are: 78 Table of Contents • North America. This segment provides asset protection solutions with the largest concentration in the United States, followed by Canada, consisting primarily of NDT, inspection, mechanical and engineering services that are used to evaluate the safety, structural integrity and reliability of critical energy, industrial and public infrastructure and commercial aerospace components. Software, digital and data services are included in this segment. • International. This segment offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment. • Products and Systems. This segment designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States. Costs incurred for general corporate services, including finance, legal, and certain other costs that are provided to the segments are reported within Corporate and eliminations. Sales to the International segment from the Products and Systems segment and subsequent sales by the International segment of the same items are recorded and reflected in the operating performance of both segments. Additionally, engineering charges and royalty fees charged to the North America and International segments by the Products and Systems segment are reflected in the operating performance of each segment. The accounting policies of the reportable segments are the same as those described in Note 1-Summary of Significant Accounting Policies and Practices . Segment income from operations is one of the primary performance measures used by the chief operating decision maker, to assess the performance of each segment and make resource allocation decisions. Certain general and administrative costs such as human resources, information technology and training are allocated to the segments. Segment income from operations excludes interest and other financial charges and income taxes. Corporate and other assets are comprised principally of cash, deposits, property, plant and equipment, domestic deferred taxes, deferred charges and other assets. Corporate loss from operations consists of administrative charges related to corporate personnel and other charges that cannot be readily identified for allocation to a particular segment. Selected consolidated financial information by segment for the periods shown was as follows (with intercompany transactions eliminated in Corporate and eliminations): For the year ended December 31, 2023 2022 2021 Revenue North America $ 579,330 $ 573,336 $ 555,387 International 124,414 112,425 117,245 Products and Systems 12,986 12,727 13,831 Corporate and eliminations ( 11,257 ) ( 11,115 ) ( 9,332 ) $ 705,473 $ 687,373 $ 677,131 For the year ended December 31, 2023 2022 2021 Gross profit North America $ 163,960 $ 159,049 $ 155,384 International 33,610 33,591 34,282 Products and Systems 6,457 5,490 7,001 Corporate and eliminations ( 220 ) 43 480 $ 203,807 $ 198,173 $ 197,147 79 Table of Contents Income (loss) from operations by operating segment includes intercompany transactions, which are eliminated in Corporate and eliminations . For the year ended December 31, 2023 2022 2021 Income (loss) from operations North America $ 55,170 $ 49,616 $ 48,458 International ( 12,229 ) 3,566 1,839 Products and Systems 267 ( 992 ) ( 117 ) Corporate and eliminations ( 45,112 ) ( 32,391 ) ( 32,010 ) $ ( 1,904 ) $ 19,799 $ 18,170 For the year ended December 31, 2023 2022 2021 Depreciation and amortization North America $ 25,774 $ 25,103 $ 25,259 International 7,580 7,648 8,791 Products and Systems 712 810 928 Corporate and eliminations 33 ( 267 ) ( 57 ) $ 34,099 $ 33,294 $ 34,921 December 31, 2023 2022 Intangible assets, net North America $ 37,622 $ 43,260 International 2,998 4,422 Products and Systems 1,168 1,208 Corporate and eliminations 2,206 125 $ 43,994 $ 49,015 December 31, 2023 2022 Total assets North America $ 402,782 $ 407,779 International 99,398 104,531 Products and Systems 13,259 12,408 Corporate and eliminations 19,337 10,186 $ 534,776 $ 534,904 December 31, 2023 2022 Long-lived assets United States $ 177,412 $ 176,237 Other Americas 107,356 108,582 Europe 27,552 41,392 $ 312,320 $ 326,211 Refer to Note 2-Revenue , for revenue by segment and by geographic area for the years ended December 31, 2023, 2022, and 2021. 20. Selected Quarterly Financial Information (unaudited) 80 Table of Contents The following is a summary of the quarterly results of operations for calendar years 2023, 2022, and 2021 (in thousands). Quarter ended December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 Revenue $ 182,073 $ 179,354 $ 176,030 $ 168,016 Gross Profit 53,627 54,382 49,722 46,077 Income (loss) from operations 706 ( 4,682 ) 3,893 ( 1,830 ) Net income (loss) attributable to Mistras Group, Inc. $ ( 2,514 ) $ ( 10,298 ) $ 337 $ ( 4,986 ) Earnings (loss) per common share: Basic $ ( 0.08 ) $ ( 0.34 ) $ 0.01 $ ( 0.17 ) Diluted $ ( 0.08 ) $ ( 0.34 ) $ 0.01 $ ( 0.17 ) Quarter ended December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 Revenue $ 168,218 $ 178,462 $ 179,031 $ 161,662 Gross Profit 50,939 53,784 53,558 39,892 Income (loss) from operations 5,802 9,114 9,576 ( 4,698 ) Net income (loss) attributable to Mistras Group, Inc. $ 2,842 $ 4,373 $ 4,643 $ ( 5,363 ) Earnings (loss) per common share: Basic $ 0.09 $ 0.15 $ 0.15 $ ( 0.18 ) Diluted $ 0.09 $ 0.14 $ 0.15 $ ( 0.18 ) Quarter ended December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 Revenue $ 171,163 $ 174,556 $ 177,677 $ 153,735 Gross Profit 49,594 52,216 55,336 40,001 Income (loss) from operations 2,306 9,236 11,374 ( 4,746 ) Net income (loss) attributable to Mistras Group, Inc. $ ( 94 ) $ 3,380 $ 5,937 $ ( 5,362 ) Earnings (loss) per common share: Basic $ — $ 0.11 $ 0.20 $ ( 0.18 ) Diluted $ — $ 0.11 $ 0.20 $ ( 0.18 ) 21. Subsequent Events On February 27, 2024, the Company entered into the First Amendment (the “Amendment”) to its New Credit Agreement, dated August 1, 2022, with JPMorgan Chase Bank N.A., as administrative agent for the lenders and a lender and the other lenders under the New Credit Agreement. The First Amendment was filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on March 1, 2024. The Amendment increases the amount of non-recurring cash charges (as defined in the New Credit Agreement) allowed to be added back for any period of four consecutive quarters for purposes of defining EBITDA under Section 1.01 of the New Credit Agreement from $ 10 million to $ 15 million for the periods ended December 31, 2023 to December 31, 2024. The allowable non-recurring cash charge addback reverts to $ 10 million starting January 1, 2025. Additionally, the minimum Consolidated Fixed Charge Coverage Ratio was reduced from 1.25 to 1, to 1.10 to 1, for the fiscal quarters ended December 31, 2023 and March 31, 2024. For the period ending June 30, 2024 to maturity, the Fixed Charge Coverage Ratio is 1.25 to 1 as stated in the New Credit Agreement. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 81 Table of Contents