Financial Data and Key Metrics Changes - In Q1 2020, revenues were down less than 10% year-over-year, with oil and gas revenues experiencing the largest decline, offset by nearly $2 million improvement in domestic aerospace and defense [12][19] - Gross profit for the quarter was $40.6 million, representing a margin of 25.5%, down from the previous year due to underutilization and a tighter pricing environment [12][13] - A non-cash impairment charge of $106 million was recorded, primarily related to goodwill and intangible assets, resulting in a net loss of $98.5 million for the quarter compared to a net loss of $5.3 million in the prior year [10][19][16] Business Line Data and Key Metrics Changes - The services segment saw a significant decline due to weakness in energy markets, while international revenues were impacted by a decrease in aerospace revenues, particularly in Europe [12][13] - The company initiated a cost reduction program expected to reduce overhead by approximately 10% starting in Q2 2020, which includes salary reductions and limiting new hires [14][15] Market Data and Key Metrics Changes - The energy market continues to face challenges, with expectations of revenue declines in Q2 potentially reaching the high 30% range year-over-year, but signs of recovery are anticipated in the latter half of 2020 [9][20] - The aerospace sector is expected to experience a modest decline in North America, with a more significant impact in Europe due to shutdowns [43][66] Company Strategy and Development Direction - The company aims to emerge from the pandemic stronger by focusing on digital technology and predictive solutions to enhance efficiency and reduce costs for clients [5][25] - There is a commitment to diversifying revenue streams and leveraging technology to improve productivity and operational efficiency [8][25] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the recovery in the second half of 2020, contingent on stabilization in crude oil prices and the relaxation of stay-at-home orders [20][21] - Conversations with customers have become more constructive, indicating a potential rebound in demand as the market stabilizes [22][23] Other Important Information - The company has maintained sufficient liquidity to support operations and has already paid down $4.5 million of debt in Q2 2020 [10][18] - The focus remains on cash generation and maintaining positive operating cash flow throughout the year [19][26] Q&A Session Summary Question: What is the outlook for operating expense reduction? - The company anticipates a 10% reduction in overhead, which includes SG&A and indirect costs, with a focus on maintaining a run rate that is additive to the bottom line [30][31] Question: How are customer conversations evolving? - Customers are gradually resuming work, with emergency call-out work being prioritized, but overall project work is still being impacted by reduced hours and personnel [33][34] Question: What is the expectation for the aerospace defense business in Q2? - Aerospace business held up well in Q1, but a modest decline is expected in Q2, particularly in Europe due to shutdowns [43] Question: How does the company view the impact of COVID-19 on labor and future work? - The company has retained most technicians and expects to ramp up labor as workloads increase in the second half of 2020 [62][63] Question: What are the expectations for recovery in different end markets? - Oil and gas is expected to recover quickly, while aerospace may take longer to return to pre-COVID levels [66] Question: How is the company adjusting its capital allocation and focus on end markets? - The company is increasing its focus on diversification and digitization to adapt to the changing landscape and customer needs [76][77]

[PART I—FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) This part provides the unaudited financial statements, management's discussion, market risk disclosures, and controls and procedures [Item 1. Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Q1 2020, revealing a significant net loss of **$98.5 million** driven by impairment charges and a decrease in total assets [Condensed Consolidated Financial Statements](index=4&type=section&id=Condensed%20Consolidated%20Financial%20Statements) The financial statements for Q1 2020 show a significant deterioration, with total assets decreasing to **$583.5 million** and a net loss of **$98.5 million** due to impairment charges Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2020 (unaudited) | December 31, 2019 | | :--- | :--- | :--- | | **Total current assets** | $168,818 | $179,155 | | **Goodwill** | $196,289 | $282,410 | | **Intangible assets, net** | $72,019 | $109,537 | | **Total assets** | $583,545 | $719,878 | | **Total current liabilities** | $101,420 | $109,240 | | **Total liabilities** | $411,792 | $433,856 | | **Total equity** | $171,753 | $286,022 | Condensed Consolidated Statement of Income (Loss) (in thousands) | Account | Three months ended March 31, 2020 | Three months ended March 31, 2019 | | :--- | :--- | :--- | | Revenue | $159,465 | $176,787 | | Gross profit | $40,644 | $48,874 | | Impairment charges | $106,062 | $— | | Loss from operations | $(111,228) | $(4,396) | | Net loss attributable to Mistras Group, Inc. | $(98,509) | $(5,293) | | Diluted EPS | $(3.40) | $(0.19) | Condensed Consolidated Statement of Cash Flows Highlights (in thousands) | Account | Three months ended March 31, 2020 | Three months ended March 31, 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $6,107 | $8,177 | | Net cash used in investing activities | $(4,204) | $(5,001) | | Net cash provided by (used in) financing activities | $492 | $(3,949) | | Net change in cash and cash equivalents | $2,011 | $(944) | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the financial statements, explaining significant non-cash impairment charges from COVID-19 and oil price drops, revenue disaggregation, and credit facility amendments - The COVID-19 pandemic and a significant drop in oil prices adversely affected the company's operations and financial markets, necessitating a reassessment of asset values[25](index=25&type=chunk)[26](index=26&type=chunk) Impairment Charges for Q1 2020 (in millions) | Asset Type | Impairment Charge | | :--- | :--- | | Goodwill | $77.1 | | Intangible Assets | $28.8 | | Right-of-use Asset | $0.2 | | **Total** | **$106.1** | - Due to uncertainty from the pandemic and oil price drop, the company amended its credit agreement on May 15, 2020, to modify financial covenants[27](index=27&type=chunk)[108](index=108&type=chunk) Revenue by Industry (in thousands) | Industry | Q1 2020 Revenue | Q1 2019 Revenue | | :--- | :--- | :--- | | Oil & Gas | $92,498 | $101,385 | | Aerospace & Defense | $22,214 | $24,755 | | Industrials | $18,274 | $21,630 | | Other | $26,479 | $29,017 | | **Total** | **$159,465** | **$176,787** | Goodwill Impairment by Segment - Q1 2020 (in thousands) | Segment | Impairment Charge | | :--- | :--- | | Services | $(57,227) | | International | $(19,862) | | **Total** | **$(77,089)** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=35&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A attributes the **9.8%** revenue decline and **$111.2 million** operating loss to COVID-19 and oil price drops, detailing cost reductions and liquidity management [Overview](index=35&type=section&id=Overview) This overview describes the company's asset protection solutions business and the adverse impact of COVID-19 and oil price drops, leading to impairment and cost reductions - The company operates as a "OneSource for Asset Protection Solutions®" provider, evaluating the structural integrity of critical infrastructure in energy, aerospace, and industrial markets[146](index=146&type=chunk) - The COVID-19 pandemic and the significant drop in oil prices have adversely affected the company's workforce, operations, and the markets in which it operates[151](index=151&type=chunk)[152](index=152&type=chunk) - In response to the economic downturn, the company initiated a cost reduction program, including temporary salary reductions for named executive officers ranging from **25%** to **45%**[153](index=153&type=chunk) [Results of Operations](index=38&type=section&id=Results%20of%20Operations) Operational performance for Q1 2020 shows a **9.8%** revenue decrease to **$159.5 million** and a **$111.2 million** operating loss, primarily due to impairment charges Financial Performance Summary (in thousands) | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Revenues | $159,465 | $176,787 | | Gross Profit | $40,644 | $48,874 | | Gross Profit Margin | 25.5% | 27.6% | | Loss from Operations | $(111,228) | $(4,396) | | Net Loss | $(98,522) | $(5,286) | - The **9.8%** decrease in total revenue was primarily the result of the impact of COVID-19, as many customers cut back operations. All three segments (Services, International, and Products and Systems) experienced revenue declines[161](index=161&type=chunk) - Operating expenses increased by **185%** year-over-year, predominantly due to impairment charges of **$106.1 million** recorded in Q1 2020[169](index=169&type=chunk) Reconciliation of GAAP Loss from Operations to Non-GAAP Income (Loss) before Special Items (in thousands) | | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | **Loss from operations (GAAP)** | **$(111,228)** | **$(4,396)** | | Impairment charges | $106,062 | $— | | Bad debt provision | $— | $5,491 | | Other adjustments | $(557) | $1,203 | | **Income (loss) before special items (non-GAAP)** | **$(5,723)** | **$2,298** | [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity details show cash from operations decreased to **$6.1 million**, with **$17.0 million** cash on hand and a credit agreement amendment to modify financial covenants Cash Flow Summary (in thousands) | Activity | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Operating activities | $6,107 | $8,177 | | Investing activities | $(4,204) | $(5,001) | | Financing activities | $492 | $(3,949) | - As of March 31, 2020, the company had cash and cash equivalents of **$17.0 million** and available borrowing capacity of **$139.7 million** under its Credit Agreement[179](index=179&type=chunk) - On May 15, 2020, the company amended its Credit Agreement to modify financial covenants in response to the uncertain impact of the COVID-19 pandemic and the significant drop in oil prices[181](index=181&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=46&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) No significant changes occurred in the company's quantitative and qualitative disclosures about market risk since the 2019 Annual Report - There have been no significant changes to the company's quantitative and qualitative disclosures about market risk as discussed in the 2019 Annual Report[185](index=185&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2020, due to material weaknesses in income tax accounting, with remediation efforts underway - Management concluded that as of March 31, 2020, the company's disclosure controls and procedures were not effective[186](index=186&type=chunk) - The ineffectiveness is due to material weaknesses in internal control over financial reporting previously disclosed in the 2019 Annual Report, related to accounting for income taxes[188](index=188&type=chunk) - Management is actively engaged in remediation efforts, including enhancing the design of controls and expanding income tax accounting resources[189](index=189&type=chunk) [PART II—OTHER INFORMATION](index=47&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) This part details legal proceedings, new COVID-19 related risk factors, unregistered equity sales, and a list of filed exhibits [Item 1. Legal Proceedings](index=47&type=section&id=ITEM%201.%20Legal%20Proceedings) This section details legal proceedings, including a dispute over pipeline weld inspections where the company seeks **$1.4 million** and faces a **$7.6 million** counterclaim - The company is involved in a lawsuit with a customer regarding pipeline weld inspections. The company is seeking to recover **$1.4 million** in past due receivables, while the customer has filed a counterclaim for approximately **$7.6 million** in damages[127](index=127&type=chunk) [Item 1.A. Risk Factors](index=47&type=section&id=ITEM%201.A.%20Risk%20Factors) New risk factors highlight the adverse impact of COVID-19 on operations and demand, including potential difficulty meeting amended credit agreement financial covenants - The COVID-19 pandemic is adversely affecting, and is expected to continue to adversely affect, the company's business, operations, and customer demand, particularly in the oil and gas and aerospace industries[193](index=193&type=chunk) - There is a risk that the company may have difficulty meeting the amended financial covenants in its credit agreement due to the economic disruption from COVID-19, which could lead to a default and impact its ability to continue as a going concern[195](index=195&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered equity sales occurred, but **41,446** shares were repurchased in March 2020 from employees for tax withholding on restricted stock units Repurchases of Equity Securities - Q1 2020 | Month Ending | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | January 31, 2020 | — | $— | | February 29, 2020 | — | $— | | March 31, 2020 | 41,446 | $3.78 | - The shares were acquired as a result of surrender by employees to satisfy tax withholding obligations in connection with the vesting of restricted stock units[198](index=198&type=chunk) [Item 6. Exhibits](index=49&type=section&id=ITEM%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including the credit agreement amendment, CEO/CFO certifications, and XBRL data - The report includes several exhibits, such as an amendment to the company's credit agreement, CEO/CFO certifications, and XBRL data files[204](index=204&type=chunk)

PART I This part provides a comprehensive overview of Mistras Group's business, including its solutions, market dynamics, competitive strengths, growth strategy, and financial performance. [ITEM 1. BUSINESS](index=3&type=section&id=ITEM%201.%20BUSINESS) Mistras Group provides global technology-enabled asset protection solutions for critical infrastructure, offering a 'OneSource' portfolio of services, products, and data management, with 2019 revenues of **$748.6 million**. [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This section highlights that the report contains forward-looking statements subject to risks and uncertainties, advising readers to consult risk factors. - The report contains **forward-looking statements** based on current expectations and projections, subject to known and unknown **risks and uncertainties** that could cause actual results to differ materially[11](index=11&type=chunk) - Readers are advised to consult **risk factors** and management's discussion and analysis, and the company disclaims any obligation to revise or update **forward-looking statements**[12](index=12&type=chunk) [Our Business](index=4&type=section&id=Our%20Business) Mistras Group offers 'OneSource for Asset Protection Solutions' globally, providing technology-enabled solutions to ensure the safety and integrity of critical infrastructure. - **Mistras Group** provides '**OneSource for Asset Protection Solutions®**' globally, focusing on **technology-enabled solutions** to evaluate the **safety**, **structural integrity**, and **reliability** of **critical energy**, **industrial**, and **public infrastructure**[13](index=13&type=chunk) - These **solutions** aim to maximize **safety** and uptime, ensure **compliance** with **regulations**, extend **asset life**, increase **productivity**, minimize repair costs, and manage **risk**[14](index=14&type=chunk) - Specialized **asset protection solutions** include: **Field Inspections**, **Consulting**, **Maintenance**, **Data Management**, Access, **Monitoring**, Laboratory **Quality Assurance/Control (QA/QC)**, and **Equipment**[15](index=15&type=chunk) - The '**OneSource**' model integrates these **solutions** across the **asset lifecycle**, with many customers outsourcing **inspection** and **integrity data management** on a 'run-and-maintain' basis[15](index=15&type=chunk) [Our Specialized Solutions](index=5&type=section&id=Our%20Specialized%20Solutions) Mistras offers a comprehensive suite of integrated asset protection solutions, combining services, products, data management, and technologies for diverse customer needs. - **Mistras** offers a comprehensive suite of integrated **asset protection solutions**, combining **services**, **products**, **data management**, and **technologies** to meet diverse customer needs, from routine **inspections** to complex **asset integrity management**[18](index=18&type=chunk) [Field Inspections](index=5&type=section&id=Field%20Inspections) This section details the company's field inspection services, including traditional and advanced NDT techniques, predictive maintenance, and automated data acquisition solutions. - Portfolio includes traditional and advanced **Non-Destructive Testing (NDT)** techniques, **predictive maintenance (PdM)** assessments, and **inline inspection (ILI)** for pipelines[19](index=19&type=chunk) - **NDT** allows examination of **assets** without impacting **integrity**, crucial for detecting issues like corrosion, cracking, and leaks in **industrial assets**[20](index=20&type=chunk) - Automated **data acquisition solutions** use smart sensing, robotic **systems**, and digitized spot **inspections** for enhanced **asset integrity data**[21](index=21&type=chunk) [Consulting](index=5&type=section&id=Consulting) The company provides engineering consulting services for process equipment and facilities, including Asset Integrity Management/Mechanical Integrity (AIMS/MI) services. - Provides engineering **consulting services** for process **equipment**, **technologies**, and facilities, including plant **operations** support, turnaround planning, and profit improvement[23](index=23&type=chunk) - **Asset Integrity Management/Mechanical Integrity (AIMS/MI) services** enhance **asset reliability** and **regulatory compliance** through systematic, engineering-based approaches[24](index=24&type=chunk) [Maintenance](index=6&type=section&id=Maintenance) The company performs maintenance and light mechanical services, often complementing inspection services, utilizing multi-disciplined technicians for hard-to-access areas. - Performs **maintenance** and light mechanical **services**, such as corrosion removal, insulation work, electrical **services**, and welding, often complementing **inspection services**[25](index=25&type=chunk) - Multi-disciplined technicians offer **services** in hard-to-access areas using rope access or diving strategies[26](index=26&type=chunk) - Mechanical **services** remain a small part of the business, carefully avoiding conflicts with **inspection services**[26](index=26&type=chunk) [Data Management](index=6&type=section&id=Data%20Management) Mistras offers integrated data management solutions, including its proprietary PCMS™ software and MISTRAS Digital™ platform, for asset protection data collection, storage, and analysis. - Offers integrated **data management solutions** across the **asset protection cycle**, including collection, storage, visualization, and analytics[27](index=27&type=chunk) - Proprietary **Plant Condition Management Software (PCMS™)** is widely used in North American refineries (**estimated 50% of U.S. refining capacity**) for **inspection data storage**, organization, and analysis, providing recurring fees and marketing opportunities[28](index=28&type=chunk)[30](index=30&type=chunk) - **MISTRAS Digital™ platform** digitizes field **inspection data transfer**, captures results, and provides electronic reporting, integrating with **PCMS** and **cloud-based monitoring portals** for real-time access[32](index=32&type=chunk) [Access](index=6&type=section&id=Access) The company specializes in accessing hard-to-reach locations using various methods like scaffolding, rope access, and unmanned systems to minimize human intervention. - The company specializes in accessing hard-to-reach locations (at-height, subsea, confined spaces) using scaffolding, rope access, certified divers, and unmanned aerial/land/subsea **systems** to minimize human intervention in unsafe areas[33](index=33&type=chunk) [Monitoring](index=7&type=section&id=Monitoring) Mistras provides online condition-monitoring solutions for real-time reports and analysis, utilizing a flexible, IIoT-compatible, cloud-based monitoring portal. - Provides online condition-**monitoring solutions** for real-time reports and analysis, alerting personnel to damages before critical failures[34](index=34&type=chunk) - Utilizes a flexible, **IIoT-compatible**, **cloud-based monitoring portal** to centralize and analyze collected **data**, enhancing **safety** by reducing the need for technicians in hazardous locations[35](index=35&type=chunk) - Offers continuous, periodic, and conditional **monitoring** for various **assets** and applications, including tube leaking, power transformer health, and bridge structural health[36](index=36&type=chunk) [Laboratory Quality Assurance/Control (QA/QC)](index=7&type=section&id=Laboratory%20Quality%20Assurance%2FControl%20(QA%2FQC)) The company operates a network of in-house laboratories offering QA/QC solutions for metal, alloy, and composite components, holding various certifications and OEM approvals. - Operates a network of in-house laboratories in North America and Europe, offering **QA/QC solutions** for new and existing metal, alloy, and composite components[37](index=37&type=chunk) - **Services** include **non-destructive evaluation/inspection (NDE/NDI)**, **destructive testing (DT)**, metallurgical testing, chemical analysis, and finishing **services**[38](index=38&type=chunk) - Labs hold various certifications (e.g., **Nadcap**, **AS9100/ISO-9001**, **FAA Repair Station**) and approvals from major **OEMs**, **prime contractors**, and militaries[39](index=39&type=chunk) [Equipment](index=8&type=section&id=Equipment) Mistras designs and manufactures portable, handheld, wireless, and turnkey NDT equipment, sensors, and software, specializing in acoustic emission (AE) and ultrasonic testing (UT) products. - Designs and manufactures portable, handheld, wireless, and turnkey **NDT equipment**, sensors, and **software** for spot **inspections** and long-term **monitoring**[41](index=41&type=chunk) - Sells individual components or complete **systems**, including integrated service-and-system **technology packages** utilizing proprietary testing procedures and advanced **software**[42](index=42&type=chunk) - A leader in **acoustic emission (AE) products** and also designs/manufactures **ultrasonic testing (UT) equipment**, with most hardware produced in its **ISO-9001-certified Princeton Junction facility**[43](index=43&type=chunk)[44](index=44&type=chunk) [Centers of Excellence](index=8&type=section&id=Centers%20of%20Excellence) Centers of Excellence provide specialized support for asset, technology, or industry-specific solutions, leveraging subject matter experts for strategic sales and standardized approaches. - **Centers of Excellence (COEs)** provide specialized support for **asset**, **technology**, or industry-specific **solutions**, leveraging subject matter experts for strategic sales and standardizing approaches to common problems in key market segments[45](index=45&type=chunk) [Asset Protection Industry Overview](index=8&type=section&id=Asset%20Protection%20Industry%20Overview) The asset protection industry is shifting towards integrated solution providers with advanced NDT and data acquisition capabilities, crucial for critical infrastructure integrity. - **Asset protection** is crucial for **critical infrastructure integrity**, with **NDT** being a prominent **solution**[45](index=45&type=chunk)[46](index=46&type=chunk) - The **industry** is shifting from small regional vendors to integrated **solution providers** with advanced **NDT** and **data acquisition capabilities**[46](index=46&type=chunk) - Vendors offering integrated **solutions**, scalable **operations**, skilled personnel, and a global footprint, especially those delivering advanced **solutions** and **data analytics**, gain a **significant competitive advantage** and recurring revenues[47](index=47&type=chunk) [Key Dynamics of the Asset Protection Industry](index=9&type=section&id=Key%20Dynamics%20of%20the%20Asset%20Protection%20Industry) This section outlines key industry drivers including aging infrastructure, outsourcing, corrosion, advanced materials, safety regulations, expanding markets, and crude oil prices. - **Aging Infrastructure & Increased Utilization**: High costs of new **infrastructure** lead to extending the life of existing **assets**, increasing demand for frequent **inspection** and **maintenance**[48](index=48&type=chunk) - **Outs

Mistras Group, Inc. (NYSE:MG) Q4 2019 Results Conference Call March 26, 2020 9:00 AM ET Company Participants Dennis Bertolotti - President and CEO Ed Prajzner - EVP, CFO and Treasurer Jon Wolk - SEVP and COO Conference Call Participants Edward Marshall - Sidoti & Company David Ridley-Lane - BOA Sean Eastman - Keybanc Tate Sullivan - Maxim Group Operator Thanks for joining the Mistras Conference Call for its Fourth Quarter and Year Ended 2019. My name is Kevin and I'll be your event manager today. We'll be a ...

Mistras Group, Inc. (NYSE:MG) Q3 2019 Earnings Conference Call November 5, 2019 9:00 AM ET Company Participants Nestor Makarigakis - Group Director, Marketing Dennis Bertolotti - President and CEO Edward Prajzner - SVP and CFO Sotirios Vahaviolos - Founder and Executive Chairman Jonathan Wolk - Senior EVP and COO Conference Call Participants Edward Marshall - Sidoti & Company David Ridley-Lane - Bank of America Tate Sullivan - Maxim Group Edward Marshall - Sidoti & Company Operator Good morning ladies and g ...

PART I—FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) The company's financial statements for the period ended September 30, 2019, reflect total assets of $728.0 million, revenue of $569.6 million, and net income of $5.2 million, with operating cash flow at $40.5 million Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2019 (unaudited) | Dec 31, 2018 | | :--- | :--- | :--- | | Cash and cash equivalents | $14,372 | $25,544 | | Total current assets | $192,950 | $202,791 | | Goodwill | $283,121 | $279,259 | | Total assets | $728,027 | $694,037 | | Total current liabilities | $111,243 | $100,471 | | Long-term debt, net | $260,753 | $283,787 | | Total liabilities | $449,681 | $422,963 | | Total equity | $278,346 | $271,074 | Condensed Consolidated Statement of Income Highlights (in thousands, except per share data) | Metric | Q3 2019 | Q3 2018 | Nine Months 2019 | Nine Months 2018 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $192,192 | $182,169 | $569,595 | $561,592 | | Gross Profit | $57,769 | $52,332 | $166,714 | $155,559 | | Income from Operations | $10,779 | $3,017 | $21,802 | $19,720 | | Net Income (Loss) Attributable to Mistras | $3,093 | $(1,011) | $5,231 | $7,897 | | Diluted EPS | $0.11 | $(0.04) | $0.18 | $0.27 | Condensed Consolidated Statement of Cash Flows Highlights (in thousands) | Cash Flow Activity | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $40,476 | $24,184 | | Net cash used in investing activities | $(21,628) | $(9,831) | | Net cash used in financing activities | $(29,521) | $(23,905) | | Net change in cash and cash equivalents | $(11,172) | $(10,468) | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's accounting policies, including the adoption of ASC 842, a $4.8 million acquisition, and a $5.9 million multi-employer pension withdrawal liability, alongside segment performance and debt structure information - The company is a global provider of technology-enabled asset protection solutions, serving industries like oil and gas, aerospace, power generation, and public infrastructure[24](index=24&type=chunk) - On January 1, 2019, the Company adopted the new lease accounting standard (ASC 842), resulting in the recognition of a right-of-use (ROU) asset and liability of approximately **$38 million** for its operating leases[34](index=34&type=chunk)[36](index=36&type=chunk) - During the nine months ended September 30, 2019, the company completed one acquisition for **$4.8 million** in cash and up to **$4.3 million** in contingent consideration, providing pipeline integrity management software and services[67](index=67&type=chunk) - The company recorded a charge of **$5.9 million** in Q3 2018 for a probable withdrawal liability from a multi-employer pension plan, with an additional **$0.5 million** recorded in the first nine months of 2019, leaving an estimated remaining liability of approximately **$3.1 million** as of September 30, 2019[116](index=116&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=31&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the financial results, noting a 6% revenue increase in Q3 2019 and improved gross profit margin, detailing segment performance, the Onstream acquisition impact, and special items affecting operating income, while confirming sufficient liquidity with $40.5 million in operating cash flow and $131.4 million available credit [Overview](index=31&type=section&id=Overview) The company provides 'OneSource for Asset Protection Solutions®' for critical infrastructure across oil & gas, aerospace, and power generation, driven by aging infrastructure, outsourcing, and stricter regulations, operating through Services, International, and Products and Systems segments - The company's business model focuses on providing a comprehensive portfolio of customized solutions to help customers maximize safety, comply with regulations, and extend asset life[133](index=133&type=chunk) - Key market trends supporting the business include the need to extend the life of aging infrastructure, outsourcing of technical services, and increasing safety regulations[145](index=145&type=chunk)[146](index=146&type=chunk)[149](index=149&type=chunk) - The December 2018 acquisition of Onstream provides a strong foundation in the midstream oil and gas market with its inline inspection capabilities and digital software solutions[144](index=144&type=chunk) [Results of Operations](index=35&type=section&id=Results%20of%20Operations) Q3 2019 revenue increased **6%** to **$192.2 million** with gross profit margin improving to **30.1%**, while nine-month revenue grew **1%** to **$569.6 million**, and GAAP income from operations significantly increased to **$10.8 million** despite prior-year pension charges Revenue by Segment (in thousands) | Segment | Q3 2019 | Q3 2018 | Nine Months 2019 | Nine Months 2018 | | :--- | :--- | :--- | :--- | :--- | | Services | $152,572 | $141,340 | $454,079 | $434,653 | | International | $37,050 | $36,671 | $109,302 | $116,238 | | Products and Systems | $5,521 | $5,716 | $13,222 | $17,286 | | **Total** | **$192,192** | **$182,169** | **$569,595** | **$561,592** | Gross Profit Margin by Segment | Segment | Q3 2019 | Q3 2018 | Nine Months 2019 | Nine Months 2018 | | :--- | :--- | :--- | :--- | :--- | | Services | 28.4% | 27.5% | 28.2% | 26.2% | | International | 31.6% | 29.7% | 30.3% | 29.5% | | Products and Systems | 49.6% | 45.6% | 43.9% | 44.6% | | **Total Company** | **30.1%** | **28.7%** | **29.3%** | **27.7%** | - Q3 2018 income from operations was significantly impacted by a **$5.9 million** pension withdrawal expense and **$2.8 million** in reorganization costs in the International segment[169](index=169&type=chunk) - Interest expense increased to **$10.1 million** for the nine months of 2019 from **$5.6 million** in 2018, primarily due to higher borrowing levels for the acquisition completed in Q4 2018[177](index=177&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily from operations, cash balances, and its credit facility, with net cash from operations increasing **67%** to **$40.5 million** for the nine months ended September 30, 2019, and **$131.4 million** available under its credit facility, while remaining in compliance with all debt covenants - Cash provided by operating activities increased by **$16.3 million (67%)** to **$40.5 million** in the first nine months of 2019 compared to the same period in 2018, mainly due to working capital movements[179](index=179&type=chunk)[180](index=180&type=chunk) - As of September 30, 2019, the company had **$14.4 million** in cash and cash equivalents and **$131.4 million** available for borrowing under its credit facility[184](index=184&type=chunk) - The company was in compliance with all financial covenants of its Credit Agreement as of September 30, 2019[185](index=185&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=41&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports no significant changes to its quantitative and qualitative disclosures regarding market risk compared to its 2018 Annual Report on Form 10-K - There have been no significant changes to the Company's disclosures about market risk as discussed in the 2018 Annual Report[189](index=189&type=chunk) [Controls and Procedures](index=41&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded the company's disclosure controls and procedures were effective as of September 30, 2019, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of September 30, 2019, the CEO and CFO concluded that the Company's disclosure controls and procedures are effective[190](index=190&type=chunk) - No changes occurred during the quarter ended September 30, 2019, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[191](index=191&type=chunk) PART II—OTHER INFORMATION [Legal Proceedings](index=43&type=section&id=ITEM%201.%20Legal%20Proceedings) The company refers to Note 14 of the financial statements for legal proceedings, reporting no material developments since the 2018 Annual Report beyond those disclosed therein - For details on legal proceedings, the report refers to Note 14–Commitments and Contingencies in the financial statements[193](index=193&type=chunk) [Risk Factors](index=43&type=section&id=ITEM%201.A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's 2018 Annual Report on Form 10-K - There have been no material changes to the risk factors previously disclosed in the 2018 Annual Report[194](index=194&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities, disclosed shares acquired from employees for tax withholding on vested restricted stock units, and terminated its share repurchase plan effective April 1, 2019 - The company's share repurchase plan, which had **$25.1 million** remaining, was terminated by the Board of Directors effective April 1, 2019[198](index=198&type=chunk) - During the quarter, the company acquired shares from employees to satisfy tax withholding obligations in connection with the vesting of restricted stock units[197](index=197&type=chunk) [Defaults Upon Senior Securities](index=43&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None reported[199](index=199&type=chunk) [Mine Safety Disclosures](index=43&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[200](index=200&type=chunk) [Other Information](index=43&type=section&id=ITEM%205.%20Other%20Information) The company reported no other information for this item - None reported[201](index=201&type=chunk) [Exhibits](index=44&type=section&id=ITEM%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL data files - Exhibits filed include certifications by the CEO and CFO as required by the Sarbanes-Oxley Act, and XBRL interactive data files[202](index=202&type=chunk)

MISTRAS Group, Inc. (NYSE:MG) Q2 2019 Results Earnings Conference Call August 6, 2019 9:00 AM ET Company Participants Nestor Makarigakis - Group Director, Marketing Dennis Bertolotti - President and Chief Executive Officer Edward Prajzner - Senior Vice President, Chief Financial Officer and Treasurer Jonathan Wolk - Senior Executive Vice President and Chief Operating Officer Conference Call Participants Tahira Afzal - KeyBanc Capital Markets David Ridley-Lane - Bank of America Merrill Lynch Chip Moore - Can ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 Or o 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 (St ...

Mistras Group, Inc. (NYSE:MG) Q1 2019 Earnings Conference Call May 7, 2019 9:00 AM ET Company Participants Nestor Makarigakis ??? Director-Marketing Communications-MISTRAS Group Dennis Bertolotti ??? President and Chief Executive Officer Ed Prajzner ??? Senior Vice President, Chief Financial Officer and Treasurer Jon Wolk ??? Senior Executive Vice President and Chief Operating Officer Conference Call Participants Tahira Afzal ??? KeyBanc Edward Marshall ??? Sidoti & Company Operator Good morning, ladies and ...

[PART I—FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [ITEM 1. Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements for Q1 2019, including balance sheets, income, comprehensive income, equity, cash flows, and detailed notes on business and accounting policies [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20March%2031%2C%202019%20(unaudited)%20and%20December%2031%2C%202018) Total assets increased by $31.4 million to $725.4 million, liabilities by $33.4 million to $456.3 million, and equity decreased by $2.0 million to $269.1 million | Metric | March 31, 2019 (in thousands) | December 31, 2018 (in thousands) | Change (in thousands) | % Change | | :--------------------------------- | :------------------------------ | :------------------------------- | :-------------------- | :--------- | | Total Assets | $725,437 | $694,037 | $31,400 | 4.5% | | Total Liabilities | $456,341 | $422,963 | $33,378 | 7.9% | | Total Equity | $269,096 | $271,074 | $(1,978) | (0.7%) | | Cash and cash equivalents | $24,600 | $25,544 | $(944) | (3.7%) | | Accounts receivable, net | $138,505 | $148,324 | $(9,819) | (6.6%) | | Other assets | $41,204 | $4,767 | $36,437 | 764.5% | | Accrued expenses and other current liabilities | $79,641 | $73,895 | $5,746 | 7.8% | | Other long-term liabilities | $34,427 | $6,482 | $27,945 | 431.1% | [Unaudited Condensed Consolidated Statements of (Loss) Income](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20(Loss)%20Income%20for%20the%20three%20months%20ended%20March%2031%2C%202019%20and%20March%2031%2C%202018) Q1 2019 saw a net loss of $5.3 million, down from $2.9 million income, with revenue decreasing 6% to $176.8 million and operating loss reaching $4.4 million | Metric | 3 Months Ended March 31, 2019 (in thousands) | 3 Months Ended March 31, 2018 (in thousands) | Change (in thousands) | % Change | | :--------------------------------- | :--------------------------------------- | :--------------------------------------- | :-------------------- | :--------- | | Revenue | $176,787 | $187,630 | $(10,843) | (5.8%) | | Gross profit | $48,874 | $48,145 | $729 | 1.5% | | Gross profit as a % of Revenue | 27.6% | 25.7% | 1.9 pp | | | (Loss) income from operations | $(4,396) | $6,399 | $(10,795) | (168.7%) | | Net (loss) income | $(5,286) | $2,919 | $(8,205) | (281.1%) | | Basic EPS | $(0.19) | $0.10 | $(0.29) | (290.0%) | | Diluted EPS | $(0.19) | $0.10 | $(0.29) | (290.0%) | [Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20(Loss)%20Income%20for%20the%20three%20months%20ended%20March%2031%2C%202019%20and%20March%2031%2C%202018) Comprehensive loss for Q1 2019 was $3.2 million, a significant decrease from $4.4 million comprehensive income in Q1 2018, driven by net loss | Metric | 3 Months Ended March 31, 2019 (in thousands) | 3 Months Ended March 31, 2018 (in thousands) | Change (in thousands) | % Change | | :--------------------------------- | :--------------------------------------- | :--------------------------------------- | :-------------------- | :--------- | | Net (loss) income | $(5,286) | $2,919 | $(8,205) | (281.1%) | | Foreign currency translation adjustments | $2,131 | $1,500 | $631 | 42.1% | | Comprehensive (loss) income | $(3,155) | $4,419 | $(7,574) | (171.4%) | [Unaudited Condensed Consolidated Statements of Equity](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Equity%20for%20the%20three%20months%20ended%20March%2031%2C%202019%20and%20March%2031%2C%202018) Total equity decreased slightly to $269.1 million at March 31, 2019, primarily due to a $5.3 million net loss, partially offset by other comprehensive income | Metric | March 31, 2019 (in thousands) | December 31, 2018 (in thousands) | Change (in thousands) | % Change | | :--------------------------------- | :------------------------------ | :------------------------------- | :-------------------- | :--------- | | Total Equity | $269,096 | $271,074 | $(1,978) | (0.7%) | | Net (loss) income | $(5,286) | N/A | N/A | N/A |\ | Other comprehensive income, net of tax | $2,133 | N/A | N/A | N/A |\ | Share-based payments | $1,427 | N/A | N/A | N/A | [Unaudited Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20three%20months%20ended%20March%2031%2C%202019%20and%20March%2031%2C%202018) Net cash from operations increased to $8.2 million, while cash used in investing was $5.0 million and financing used $3.9 million, resulting in a $0.9 million decrease in cash and cash equivalents | Metric | 3 Months Ended March 31, 2019 (in thousands) | 3 Months Ended March 31, 2018 (in thousands) | Change (in thousands) | % Change | | :--------------------------------- | :--------------------------------------- | :--------------------------------------- | :-------------------- | :--------- | | Net cash provided by operating activities | $8,177 | $5,818 | $2,359 | 40.5% | | Net cash used in investing activities | $(5,001) | $(4,772) | $(229) | 4.8% | | Net cash (used in) provided by financing activities | $(3,949) | $4,261 | $(8,210) | (192.7%) | | Net change in cash and cash equivalents | $(944) | $5,591 | $(6,535) | (116.9%) | | Cash and cash equivalents at end of period | $24,600 | $33,132 | $(8,532) | (25.7%) | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed disclosures for the financial statements, covering business, accounting policies, revenue, compensation, acquisitions, assets, liabilities, debt, leases, and segment information [1. Description of Business and Basis of Presentation](index=10&type=section&id=1.%20Description%20of%20Business%20and%20Basis%20of%20Presentation) Mistras Group provides global asset protection solutions; Q1 2019 financials are unaudited GAAP, with ASC 842 adoption and a 33% effective income tax rate - Mistras Group, Inc. is a leading "one source" global provider of technology-enabled asset protection solutions used to evaluate the structural integrity and reliability of critical energy, industrial, and public infrastructure[24](index=24&type=chunk) - The Company's effective income tax rate was approximately **33%** for the three months ended March 31, 2019, higher than the statutory rate due to discrete items, GILTI, executive compensation provisions from the Tax Act, and foreign tax rates[31](index=31&type=chunk) - The Company adopted ASU No. 2016-02, Leases (Topic 842), on January 1, 2019, resulting in the recording of approximately **$38 million** in right-of-use (ROU) assets and liabilities, with no material impact on statements of (loss) income or cash flows[34](index=34&type=chunk)[36](index=36&type=chunk) [2. Revenue](index=11&type=section&id=2.%20Revenue) Revenue is primarily from services recognized over time; Q1 2019 total revenue decreased 6% to $176.8 million, with Products and Systems down 45%, and Oil & Gas as the largest industry segment - The majority of the Company's revenues are derived from providing services on a time and material basis, recognized over time as work progresses[38](index=38&type=chunk)[43](index=43&type=chunk) | Segment | Q1 2019 Revenue (in thousands) | Q1 2018 Revenue (in thousands) | Change (in thousands) | % Change | | :------------------- | :----------------------------- | :----------------------------- | :-------------------- | :--------- | | Services | $140,298 | $145,595 | $(5,297) | (3.6%) | | International | $35,162 | $38,456 | $(3,294) | (8.6%) | | Products and Systems | $3,432 | $6,184 | $(2,752) | (44.5%) | | Total | $176,787 | $187,630 | $(10,843) | (5.8%) | | Industry | Q1 2019 Revenue (in thousands) | Q1 2018 Revenue (in thousands) | | :--------------------------------- | :----------------------------- | :----------------------------- | | Oil & Gas | $101,385 | $111,961 | | Aerospace & Defense | $24,755 | $27,589 | | Industrials | $21,630 | $18,657 | [3. Share-Based Compensation](index=14&type=section&id=3.%20Share-Based%20Compensation) Share-based compensation expense for restricted stock units was $0.9 million in Q1 2019, with $10.0 million unrecognized costs over 2.9 years - Share-based compensation expense for restricted stock unit awards was **$0.9 million** for Q1 2019, compared to **$0.8 million** for Q1 2018[58](index=58&type=chunk) - As of March 31, 2019, there was **$10.0 million** of unrecognized compensation costs related to restricted stock unit awards, expected to be recognized over a remaining weighted average period of **2.9 years**[58](index=58&type=chunk) - Aggregate share-based compensation expense related to Performance Restricted Stock Units (PRSUs) was approximately **$0.2 million** for Q1 2019, compared to **$0.1 million** for Q1 2018[67](index=67&type=chunk) [4. Earnings per Share](index=16&type=section&id=4.%20Earnings%20per%20Share) Basic and diluted EPS for Q1 2019 were both $(0.19), a decrease from $0.10 in Q1 2018, reflecting the net loss | Metric | 3 Months Ended March 31, 2019 | 3 Months Ended March 31, 2018 | | :--------------------------------- | :---------------------------- | :---------------------------- | | Net (loss) income attributable to Mistras Group, Inc. | $(5,293) (in thousands) | $2,907 (in thousands) | | Basic EPS | $(0.19) | $0.10 | | Diluted EPS | $(0.19) | $0.10 | | Weighted average common shares outstanding (Basic) | 28,574 (in thousands) | 28,304 (in thousands) | | Weighted average common shares outstanding (Diluted) | 28,574 (in thousands) | 29,362 (in thousands) | [5. Acquisitions](index=18&type=section&id=5.%20Acquisitions) No acquisitions occurred in Q1 2019 or Q1 2018; acquisition-related expenses, net, were $0.5 million in Q1 2019 due to contingent consideration adjustments - The Company did not complete any acquisitions during the three months ended March 31, 2019, or March 31, 2018[76](index=76&type=chunk) | Metric | 3 Months Ended March 31, 2019 (in thousands) | 3 Months Ended March 31, 2018 (in thousands) | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Acquisition-related expense (benefit), net | $453 | $(994) | [6. Accounts Receivable, net](index=18&type=section&id=6.%20Accounts%20Receivable%2C%20net) Net accounts receivable decreased to $138.5 million at March 31, 2019, with a $5.7 million charge for a troubled customer increasing the allowance for doubtful accounts | Metric | March 31, 2019 (in thousands) | December 31, 2018 (in thousands) | | :-------------------------- | :---------------------------- | :------------------------------- | | Trade accounts receivable | $148,070 | $152,511 | | Allowance for doubtful accounts | $(9,565) | $(4,187) | | Accounts receivable, net | $138,505 | $148,324 | - During Q1 2019, the Company recorded an additional charge of **$5.7 million** to fully reserve for a troubled renewable energy customer, partially offset by a net **$0.2 million** recovery of an unrelated bad debt provision[80](index=80&type=chunk)[82](index=82&type=chunk) [7. Property, Plant and Equipment, net](index=19&type=section&id=7.%20Property%2C%20Plant%20and%20Equipment%2C%20net) Net property, plant, and equipment remained stable at $93.9 million at March 31, 2019, with depreciation expense of approximately $6.1 million for Q1 2019 | Metric | March 31, 2019 (in thousands) | December 31, 2018 (in thousands) | | :--------------------------------- | :---------------------------- | :------------------------------- | | Property, plant and equipment, net | $93,916 | $93,895 | - Depreciation expense for both the three months ended March 31, 2019, and March 31, 2018, was approximately **$6.1 million**[83](index=83&type=chunk) [8. Goodwill](index=19&type=section&id=8.%20Goodwill) Goodwill increased slightly to $280.7 million at March 31, 2019, due to foreign currency translation adjustments, with no impairment indicators found | Segment | March 31, 2019 (in thousands) | December 31, 2018 (in thousands) | | :------------------- | :---------------------------- | :------------------------------- | | Services | $245,496 | $243,476 | | International | $35,200 | $35,783 | | Total | $280,696 | $279,259 | - As of March 31, 2019, the Company did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable[84](index=84&type=chunk) [9. Intangible Assets](index=20&type=section&id=9.%20Intangible%20Assets) Net intangible assets decreased to $109.1 million at March 31, 2019, with amortization expense for Q1 2019 increasing to $3.6 million | Metric | March 31, 2019 (in thousands) | December 31, 2018 (in thousands) | | :------------------- | :---------------------------- | :------------------------------- | | Intangible assets, net | $109,055 | $111,395 | - Amortization expense for the three months ended March 31, 2019, was approximately **$3.6 million**, compared to **$2.5 million** for the three months ended March 31, 2018[89](index=89&type=chunk) [10. Accrued Expenses and Other Current Liabilities](index=20&type=section&id=10.%20Accrued%20Expenses%20and%20Other%20Current%20Liabilities) Accrued expenses and other current liabilities increased to $79.6 million at March 31, 2019, including an $8.7 million right-of-use liability from ASC 842 adoption | Metric | March 31, 2019 (in thousands) | December 31, 2018 (in thousands) | | :--------------------------------------- | :---------------------------- | :------------------------------- | | Accrued expenses and other current liabilities | $79,641 | $73,895 | | Right-of-use liability - operating | $8,700 | — | [11. Long-Term Debt](index=20&type=section&id=11.%20Long-Term%20Debt) Total debt decreased to $287.7 million at March 31, 2019; the Company obtained a waiver for non-compliance with its Funded Debt Leverage Ratio covenant | Metric | March 31, 2019 (in thousands) | December 31, 2018 (in thousands) | | :--------------------------------- | :---------------------------- | :------------------------------- | | Total debt | $287,706 | $290,620 | | Long-term debt, net of current portion | $280,919 | $283,787 | - The Company's Credit Agreement provides a **$300 million** revolving line of credit and a **$100 million** senior secured term loan A facility, both maturing on December 12, 2023[92](index=92&type=chunk)[94](index=94&type=chunk) - As of March 31, 2019, the Company was not in compliance with its Funded Debt Leverage Ratio covenant but obtained a waiver for such non-compliance[99](index=99&type=chunk) [12. Fair Value Measurements](index=22&type=section&id=12.%20Fair%20Value%20Measurements) Contingent consideration liabilities are measured at fair value (Level 3) using discounted cash flow, increasing to $2.7 million at March 31, 2019 - The fair value of contingent consideration liabilities is estimated using a discounted cash flow technique, representing a Level 3 fair value measurement[103](index=103&type=chunk) | Metric | 3 Months Ended March 31, 2019 (in thousands) | 3 Months Ended March 31, 2018 (in thousands) | | :--------------- | :--------------------------------------- | :--------------------------------------- | | Beginning balance | $2,365 | $5,508 | | Ending balance | $2,699 | $2,909 | [13. Leases](index=23&type=section&id=13.%20Leases) ASC 842 adoption led to $36.3 million ROU assets and $37.0 million lease liabilities; total Q1 2019 lease costs were $4.9 million | Metric | As of March 31, 2019 (in thousands) | | :--------------------------------- | :---------------------------------- | | Right-of-use assets (Operating) | $36,289 | | Right-of-use liability - current | $8,700 | | Right-of-use liability - long term | $28,340 | | Total right-of-use liabilities | $37,040 | | Lease Cost Component | 3 Months Ended March 31, 2019 (in thousands) | | :--------------------------------------- | :--------------------------------------- | | Finance lease expense (Amortization of ROU assets) | $1,292 | | Finance lease expense (Interest on lease liabilities) | $197 | | Operating lease expense | $3,023 | | Short-term lease expense | $133 | | Variable lease expense | $272 | | Total | $4,917 | | Metric | March 31, 2019 | | :--------------------------------------- | :------------- | | Weighted average remaining lease term (Operating leases) | 6.0 years | | Weighted average discount rate (Operating leases) | 5.97% | [14. Commitments and Contingencies](index=25&type=section&id=14.%20Commitments%20and%20Contingencies) The Company faces legal proceedings, recorded a $0.5 million pension withdrawal liability (totaling $4.9 million), and has $1.6 million in German Labor Lease Act severance obligations - The Company recorded a charge of **$0.5 million** during Q1 2019 for a potential multi-employer pension plan withdrawal liability, bringing the estimated total balance to approximately **$4.9 million** as of March 31, 2019[120](index=120&type=chunk) - The Company estimated approximately **$1.6 million** in severance payment obligations as of March 31, 2019, due to the German Labor Lease Act limiting temporary workers' duration[122](index=122&type=chunk) - Total potential acquisition-related contingent consideration ranged from zero to approximately **$5.8 million** as of March 31, 2019[123](index=123&type=chunk) [15. Segment Disclosure](index=26&type=section&id=15.%20Segment%20Disclosure) The Company's three segments (Services, International, Products and Systems) saw Q1 2019 revenue declines of 3.6%, 8.6%, and 44.5% respectively, with Services operating income significantly declining | Segment | Q1 2019 Revenue (in thousands) | Q1 2018 Revenue (in thousands) | % Change | | :------------------- | :----------------------------- | :----------------------------- | :--------- | | Services | $140,298 | $145,595 | (3.6%) | | International | $35,162 | $38,456 | (8.6%) | | Products and Systems | $3,432 | $6,184 | (44.5%) | | Segment | Q1 2019 Gross Profit (in thousands) | Q1 2018 Gross Profit (in thousands) | % Change | | :------------------- | :---------------------------------- | :---------------------------------- | :--------- | | Services | $37,365 | $34,710 | 7.6% | | International | $10,360 | $10,707 | (3.2%) | | Products and Systems | $1,239 | $2,890 | (57.1%) | | Segment | Q1 2019 Income (Loss) from Operations (in thousands) | Q1 2018 Income (Loss) from Operations (in thousands) | | :------------------- | :--------------------------------------------------- | :--------------------------------------------------- | | Services | $4,053 | $12,275 | | International | $(215) | $920 | | Products and Systems | $(1,328) | $273 | [16. Repurchase of Common Stock](index=29&type=section&id=16.%20Repurchase%20of%20Common%20Stock) The $50 million stock repurchase plan was terminated on April 1, 2019; no common stock was repurchased in Q1 2019, except for tax withholding shares - The Company's Board of Directors approved the termination of its **$50 million** stock repurchase plan on April 1, 2019, with **$25.1 million** remaining[132](index=132&type=chunk)[199](index=199&type=chunk) - No common stock was repurchased under the plan during the three months ended March 31, 2019, other than **20,440 shares** acquired from employees to satisfy tax withholding obligations[132](index=132&type=chunk)[199](index=199&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes the Company's financial condition and results for Q1 2019, covering business overview, market dynamics, operations, liquidity, and critical accounting policies [Forward-Looking Statements](index=29&type=section&id=Forward-Looking%20Statements) This section contains forward-looking statements subject to known and unknown risks and uncertainties that could cause actual results to differ materially - The report contains forward-looking statements that express plans, anticipation, intent, contingency, goals, targets or future development, which are not statements of historical fact[134](index=134&type=chunk) - These statements are subject to known and unknown risks and uncertainties that could cause actual results and developments to differ materially[134](index=134&type=chunk)[135](index=135&type=chunk) [Overview](index=29&type=section&id=Overview) Mistras Group provides global asset protection solutions, leveraging technology and acquisitions like Onstream, driven by market dynamics such as aging infrastructure and stringent safety regulations - Mistras Group offers "OneSource for Asset Protection Solutions" globally, evaluating the safety, structural integrity, and reliability of critical energy, industrial, and public infrastructure, and commercial aerospace components[136](index=136&type=chunk) - Key market dynamics include extending the useful life of aging infrastructure, outsourcing of non-core activities, increasing corrosion from low-quality inputs, increasing use of advanced materials, meeting safety regulations, and an expanding aerospace industry[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) - The Onstream acquisition (December 2018) strengthens the Company's presence in the midstream oil and gas market and provides the Streamview™ software, an advanced digital solution[148](index=148&type=chunk) [Note About Non-GAAP Measures](index=32&type=section&id=Note%20About%20Non-GAAP%20Measures) The Company uses "Income (loss) before special items" as a non-GAAP measure to evaluate core business performance, excluding acquisition expenses, impairment, and reorganization costs - The non-GAAP financial performance measure "Income (loss) before special items" is used to evaluate performance, excluding transaction expenses, contingent consideration adjustments, impairment charges, reorganization costs, and other special items[157](index=157&type=chunk) - This non-GAAP measure provides additional tools to compare core business operating performance on a consistent basis and measure underlying trends[158](index=158&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) Q1 2019 revenue decreased 6% to $176.8 million, leading to a GAAP operating loss of $4.4 million and a 58% decrease in non-GAAP income before special items, impacted by bad debt and pension expenses | Metric | Q1 2019 (in thousands) | Q1 2018 (in thousands) | Change (in thousands) | % Change | | :--------------------------------- | :--------------------- | :--------------------- | :--------- | | Revenues | $176,787 | $187,630 | (5.8%) | | Gross profit | $48,874 | $48,145 | 1.5% | | Gross profit as a % of Revenue | 27.6% | 25.7% | 1.9 pp | | (Loss) income from operations (GAAP) | $(4,396) | $6,399 | (168.7%) | | Income before special items (non-GAAP) | $2,298 | $5,494 | (58.2%) | | Interest expense | $3,527 | $1,792 | 96.8% | | Net (loss) income | $(5,286) | $2,919 | (281.1%) | - Total revenues decreased **6%** in Q1 2019 due to a mid-single digit organic decline (including a **$10 million** reduction from a contract ending after Q1 2018) and a low-single digit unfavorable foreign exchange impact[161](index=161&type=chunk)[163](index=163&type=chunk) - Operating expenses (GAAP) increased to **30%** of revenue in Q1 2019 (from **22%** in Q1 2018), driven by special items including a **$5.7 million** bad debt provision for a troubled customer and a **$0.5 million** pension withdrawal expense, plus **$3.2 million** in Onstream acquisition operating expenses[172](index=172&type=chunk)[173](index=173&type=chunk)[174](index=174&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) Net cash from operations increased 41% to $8.2 million; the Company ended Q1 2019 with $24.6 million cash and $114.1 million borrowing capacity, having obtained a waiver for a debt covenant non-compliance | Cash Flow Activity | Q1 2019 (in thousands) | Q1 2018 (in thousands) | Change (in thousands) | % Change | | :--------------------------------- | :--------------------- | :--------------------- | :-------------------- | :--------- | | Net cash provided by operating activities | $8,177 | $5,818 | $2,359 | 40.5% | | Net cash used in investing activities | $(5,001) | $(4,772) | $(229) | 4.8% | | Net cash (used in) provided by financing activities | $(3,949) | $4,261 | $(8,210) | (192.7%) | - As of March 31, 2019, the Company had **$24.6 million** in cash and cash equivalents and **$114.1 million** in available borrowing capacity under its Credit Agreement[183](index=183&type=chunk) - The Company was not in compliance with its Funded Debt Leverage Ratio covenant as of March 31, 2019, but obtained a waiver for this non-compliance[184](index=184&type=chunk) [Critical Accounting Policies and Estimates](index=37&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) There have been no significant changes to the Company's critical accounting policies and estimates since the 2018 Annual Report - There have been no significant changes to the Company's critical accounting policies and estimates from the information provided in the 2018 Annual Report[187](index=187&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures about Market Risk](index=37&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) There have been no significant changes to the Company's quantitative and qualitative disclosures about market risk from the information provided in the 2018 Annual Report - There have been no significant changes to the Company's quantitative and qualitative disclosures about market risk as discussed in the 2018 Annual Report[189](index=189&type=chunk) [ITEM 4. Controls and Procedures](index=38&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of March 31, 2019, with no material changes to internal control over financial reporting during the quarter - The Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of March 31, 2019[190](index=190&type=chunk) - There has been no change in the Company's internal control over financial reporting that materially affected, or is reasonably likely to materially affect, such internal control during the quarter ended March 31, 2019[191](index=191&type=chunk) [PART II—OTHER INFORMATION](index=39&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) [ITEM 1. Legal Proceedings](index=39&type=section&id=ITEM%201.%20Legal%20Proceedings) Legal proceedings are described in Note 14, with no material developments beyond prior disclosures in Note 14 and the 2018 Annual Report - Legal proceedings are described in Note 14 to the condensed consolidated financial statements[194](index=194&type=chunk) - There have been no material developments with regard to any matters disclosed in the 2018 Annual Report, except as disclosed in Note 14[194](index=194&type=chunk) [ITEM 1.A. Risk Factors](index=39&type=section&id=ITEM%201.A.%20Risk%20Factors) No material changes to risk factors, except for non-compliance with the Funded Debt Leverage Ratio covenant as of March 31, 2019, for which a waiver was obtained - The Company failed to maintain a Funded Debt Leverage Ratio of **4.00 to 1.00** for the twelve months ended March 31, 2019, as required by the Credit Agreement[195](index=195&type=chunk) - A waiver was obtained for the non-compliance with the Funded Debt Leverage Ratio covenant[195](index=195&type=chunk) - There can be no assurance that the Company will be in compliance with this covenant at the end of the next quarter, and if necessary, similarly obtain a waiver of any such noncompliance[195](index=195&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales or public offering proceeds were reported; the stock repurchase plan was terminated, and no shares were purchased in Q1 2019, except for tax withholding - No unregistered sales of equity securities or use of proceeds from public offerings occurred during the quarter[196](index=196&type=chunk)[197](index=197&type=chunk) - The Company's share repurchase plan was terminated on April 1, 2019, with **$25.1 million** remaining[199](index=199&type=chunk) - During Q1 2019, **20,440 shares** were acquired as a result of employees surrendering shares to satisfy tax withholding obligations in connection with the vesting of restricted stock units[199](index=199&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=39&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - No defaults upon senior securities were reported[200](index=200&type=chunk) [ITEM 4. Mine Safety Disclosures](index=39&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the Company[202](index=202&type=chunk) [ITEM 5. Other Information](index=40&type=section&id=ITEM%205.%20Other%20Information) The Company reported no other information for the period - No other information was reported[203](index=203&type=chunk) [ITEM 6. Exhibits](index=41&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the CEO and CFO, and XBRL-related documents - Exhibits include certifications from the Chief Executive Officer (31.1) and Chief Financial Officer (31.2), a certification pursuant to Section 906 of the Sarbanes-Oxley Act (32.1), and various XBRL documents (101.INS, 101.SCH, 101.CAL, 101.LAB, 101.PRE, 101.DEF)[204](index=204&type=chunk) [SIGNATURES](index=42&type=section&id=SIGNATURES) The report was duly signed on behalf of Mistras Group, Inc. by Edward J. Prajzner, Senior Vice President, Chief Financial Officer, and Treasurer, on May 7, 2019 - The report was signed by Edward J. Prajzner, Senior Vice President, Chief Financial Officer and Treasurer, on May 7, 2019[207](index=207&type=chunk)