mg-20250331

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, 2025


☐			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 5, 2025, the registrant had 31,329,814 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, 2025 and December 31, 2024	1

		Unaudited Condensed Consolidated Statements of Income (Loss) for the three months ended March 31, 2025 and March 31, 2024	2

		Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and March 31, 2024	3

		Unaudited Condensed Consolidated Statements of Equity for the three months ended March 31, 2025 and March 31, 2024	4

		Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and March 31, 2024	5

		Notes to Unaudited Condensed Consolidated Financial Statements	6

	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	32

	ITEM 4	Controls and Procedures	32

PART II—OTHER INFORMATION

	ITEM 1.	Legal Proceedings	33

	ITEM 1.A.	Risk Factors	33

	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

	ITEM 3.	Defaults Upon Senior Securities	33

	ITEM 4.	Mine Safety Disclosures	33

	ITEM 5.	Other Information	33

	ITEM 6.	Exhibits	34

SIGNATURES			35

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, 2025		December 31, 2024
ASSETS	(unaudited)
Current Assets
Cash and cash equivalents	$	18,536	$	18,317
Accounts receivable, net	128,192		127,281
Inventories	14,141		14,485
Prepaid expenses and other current assets	15,104		12,387
Total current assets	175,973		172,470
Property, plant and equipment, net	82,796		80,892
Intangible assets, net	39,187		39,708
Goodwill	181,530		181,442
Deferred income taxes	6,351		6,267
Other assets	40,952		42,259
Total assets	$	526,789	$	523,038
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	13,385	$	11,128
Accrued expenses and other current liabilities	85,485		85,233
Current portion of long-term debt	12,374		11,591
Current portion of finance lease obligations	5,735		5,317
Income taxes payable	573		1,656
Total current liabilities	117,552		114,925
Long-term debt, net of current portion	159,500		158,056
Obligations under finance leases, net of current portion	15,871		15,162
Deferred income taxes	2,093		1,973
Other long-term liabilities	32,772		34,027
Total liabilities	327,788		324,143
Commitments and contingencies (Note 13)
Equity
Preferred stock, 10,000,000 shares authorized	—		—
Common stock, $0.01 par value, 200,000,000 shares authorized, 31,325,787 and 31,010,375 shares issued and outstanding	406		402
Additional paid-in capital	251,629		250,832
Accumulated deficit	(13,170)		(9,984)
Accumulated other comprehensive loss	(40,200)		(42,682)
Total Mistras Group, Inc. stockholders’ equity	198,665		198,568
Non-controlling interests	336		327
Total equity	199,001

SEC Form 10-Q filed by Mistras Group Inc