mg-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to __

Commission file number 001-34481

Mistras Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware		22-3341267
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

195 Clarksville Road
Princeton Junction,	New Jersey	08550
(Address of principal executive offices)		(Zip Code)

(609) 716-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

ý Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

ý Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller

reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ý No

As of May 1, 2024, the registrant had 30,966,973 shares of common stock outstanding.

Table of Contents

TABLE OF CONTENTS


			PAGE
PART I—FINANCIAL INFORMATION

	ITEM 1.	Financial Statements	1

		Unaudited Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	1

		Unaudited Condensed Consolidated Statements of Income (Loss ) for the three months ended March 31, 2024 and March 31, 2023	2

		Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2024 and March 31, 2023	3

		Unaudited Condensed Consolidated Statements of Equity for the three months ended March 31, 2024 and March 31, 2023	4

		Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and March 31, 2023	5

		Notes to Unaudited Condensed Consolidated Financial Statements	6

	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	33

	ITEM 4	Controls and Procedures	33

PART II—OTHER INFORMATION

	ITEM 1.	Legal Proceedings	34

	ITEM 1.A.	Risk Factors	34

	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

	ITEM 3.	Defaults Upon Senior Securities	34

	ITEM 4.	Mine Safety Disclosures	34

	ITEM 5.	Other Information	34

	ITEM 6.	Exhibits	35

SIGNATURES			36

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. Financial Statements

Mistras Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)


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

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

Table of Contents

Mistras Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Income (Loss)

(in thousands, except per share data)


	Three months ended March 31,
	2024		2023

Revenue	$	184,442	$	168,016
Cost of revenue	127,418		116,051
Depreciation	5,934		5,888
Gross profit	51,090		46,077
Selling, general and administrative expenses	41,189		42,823


Reorganization and other costs	1,557		2,076

SEC Form 10-Q filed by Mistras Group Inc