Washington, D.C. 20549 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 June 30, 2021 Or ☐ 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) Indicate by check mark w ...

Financial Data and Key Metrics Changes - The company reported a net loss of $5.4 million for Q1 2021, while adjusted EBITDA increased by over 30% to $7 million compared to the prior year [21][29] - Gross profit margin improved by 50 basis points due to operational efficiencies and favorable sales mix, with expectations for further expansion throughout 2021 [6][20] - Operating cash flow was $3.1 million for the first quarter, with free cash flow being negative $1.2 million, which is typical for the seasonally weakest period of the year [21][22] Business Line Data and Key Metrics Changes - The Services segment grew operating income to $4.5 million for Q1 2021, with non-GAAP operating income increasing by 55.6% to $6.5 million compared to the previous year [24] - Energy market revenues remained stable, with modest increases in oil and gas and power generation compared to the previous year [10][25] - Commercial aerospace and industrial/manufacturing markets experienced weakness, but the company is optimistic about recovery in these sectors [11][25] Market Data and Key Metrics Changes - The energy sector continues to present attractive opportunities, with billable hours in North America down less than 4% year-over-year, but showing significant recovery in April 2021 [10][25] - The commercial aerospace market remains constrained, with expectations for recovery in the U.S. and Canada by mid-2022, while Europe may lag behind [41][42] - The alternative energy market is viewed as a significant growth opportunity, with ongoing inspections of wind blades and turbine hubs [12][30] Company Strategy and Development Direction - The company is focused on expanding its digital technology offerings, including the introduction of Project CAPA, a cloud-based subscription suite aimed at enhancing asset integrity data management [13][15] - There is a commitment to diversifying end markets and improving service value, with ongoing investments in sales, marketing, and innovative product development [16][17] - The company aims to achieve a funded debt leverage ratio of under 3x by the end of 2022, reflecting a disciplined approach to financial management [23] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in a significant improvement in full-year results, anticipating annual revenue for 2021 to be higher than in 2020 [28][29] - The ongoing COVID-19 pandemic continues to impact operations, but the company expects a strong rebound in the energy market and improved performance in aerospace and alternative energy sectors [31][32] - The company is adapting to market changes and positioning itself as a nimble provider capable of meeting evolving customer needs [31] Other Important Information - The company maintained compliance with all debt covenants as of March 31, 2021, with a funded debt leverage ratio of 4.7x [23] - The spring turnaround season started later than usual, impacting first-quarter performance but expected to extend into the second quarter [5][10] Q&A Session Summary Question: Impact of severe weather in the Gulf - Management acknowledged that severe weather did affect operations, resulting in a few million dollars of lost revenue, but much of the work was deferred rather than canceled [38][39] Question: Recovery expectations for commercial aerospace and industrial markets - Management indicated a faster recovery in the U.S. and Canada, with expectations for improvement in mid-2022, while Europe may lag [41][42] Question: Progress on alternative energy and wind market opportunities - Management reported successful trials in sensor beta testing for wind blades, with commercial discussions expected in the second half of the year [50][51] Question: Long-term gross margin targets - Management expressed a goal to maintain gross margins in the 30% range, focusing on productivity and efficiency gains [58] Question: Services provided in the private space sector - Management explained that services involve consolidating supply chain steps, including inspections and project management, to enhance efficiency [60][61]

Revenue Performance - Revenue for the three months ended March 31, 2021, was $153.7 million, a decrease of $5.7 million, or 3.6%, compared to the same period in 2020[159] - Revenue from the Services segment decreased by 3.6% to $124.3 million, while the International segment revenue decreased by 4.9% to $27.6 million[160] - Products and Systems segment revenue increased by 6.2% to $3.0 million, driven by organic growth[161] - Oil and gas customer revenue comprised approximately 60% of total revenue for the three months ended March 31, 2021, compared to 58% in 2020[162] Profitability - Gross profit for the same period was $40.0 million, representing a gross profit margin of 26.0%, compared to 25.5% in 2020[158] - Gross profit for the three months ended March 31, 2021, was $40.0 million, a decrease from $40.6 million in 2020, with a gross profit margin of 26.0% compared to 25.5% in the prior year[165] - The Products and Systems segment saw a significant increase in gross margin to 42.9%, up 2,980 basis points from 13.1% in 2020, attributed to a favorable sales mix[166] Operational Loss - Loss from operations was $4.7 million, or (3.1)% of revenue, significantly improved from a loss of $111.2 million, or (69.8)% of revenue, in the prior year[158] - The loss from operations (GAAP) decreased by $106.5 million, or 96%, compared to the same period in 2020, while the loss before special items (non-GAAP) decreased by $2.5 million, or 43%[171] Cash Position - The Company maintained a strong cash position with a cash balance of approximately $24.2 million as of March 31, 2021[153] - As of March 31, 2021, the company had cash and cash equivalents of $24.2 million and available borrowing capacity of $45.6 million under its Credit Agreement[184] - Cash provided by operating activities was $3.1 million, a decrease of $3.0 million, or 48%, year-on-year, mainly due to movements in working capital[179] - The company reported a net change in cash and cash equivalents of $(1.6) million for the three months ended March 31, 2021, compared to an increase of $2.0 million in 2020[177] Cost Management - The Company has implemented a temporary cost reduction and efficiency program in response to the economic downturn[153] - Operating expenses decreased by $107.1 million, or 71%, primarily due to the absence of impairment charges, which were $106.1 million in 2020[168] Market Conditions - The impact of COVID-19 has disrupted project timing and purchases, contributing to revenue declines across most segments[161] - The Company continues to monitor market conditions and adapt strategies in light of ongoing economic uncertainties, including oil price volatility and climate change initiatives[155] Interest and Tax - Interest expense increased to approximately $3.2 million for the three months ended March 31, 2021, compared to $2.8 million in 2020, due to higher interest rates on long-term debt[172] - The effective income tax rate was approximately 32.7% for the three months ended March 31, 2021, compared to 13.6% in 2020, influenced by the capitalization of certain non-US intercompany balances[173] Compliance - The company remains in compliance with the terms of its Credit Agreement and will continue to monitor compliance with the covenants[185]

Mistras Group, Inc. (NYSE:MG) Q4 2020 Earnings Conference Call March 17, 2021 9:00 AM ET Company Participants Dennis Bertolotti ??? President and Chief Executive Officer Ed Prajzner ??? Executive Vice President, Chief Financial Officer and Treasurer Jon Wolk ??? Senior Executive Vice President and Chief Operating Officer Conference Call Participants Sean Eastman ??? KeyBanc Capital Markets Brian Russo ??? Sidoti Mitch Pinheiro ??? Sturdivant & Company Operator Ladies and gentlemen, thank you for joining Mis ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ☐ 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 inc ...

Mistras Group, Inc. (NYSE:MG) Q3 2020 Earnings Conference Call November 5, 2020 9:00 AM ET Company Participants Dennis Bertolotti ??? President and Chief Executive Officer Ed Prajzner ??? Executive Vice President, Chief Financial Officer and Treasurer Jon Wolk ??? Senior Executive Vice President and Chief Operating Officer Conference Call Participants Alex Dwyer ??? KeyBanc Capital Markets Tate Sullivan ??? Maxim Group Mitch Pinheiro ??? Sturdivant David Ridley-Lane ??? BofA Brian Russo ??? Sidoti Operator ...

Table of Contents 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 September 30, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __ to __ | Delaware | 22-3341267 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) ...

Financial Data and Key Metrics Changes - Second quarter revenue decreased by 38% compared to the same quarter last year, coming in at slightly under $125 million [15][5] - Gross margin improved to 33.1%, the highest quarterly level in over five years, despite lower revenue [6][17] - Cash from operations more than doubled year-over-year, with free cash flow up nearly 300% compared to the same period last year [6][5] - Adjusted EBITDA for the second quarter was $11.5 million, down from $24 million in the prior year [22] Business Line Data and Key Metrics Changes - The company maintained a gross profit margin of approximately 29% year-to-date, despite a significant decline in sales [19] - Selling, general and administrative expenses decreased by over 10% compared to the year-ago quarter [20] - The company initiated a cost reduction program in April 2020, reducing overhead by approximately 10% [21] Market Data and Key Metrics Changes - The company anticipates a sequential revenue improvement of up to 20% in the third quarter compared to the second quarter [27] - The oil and gas market is experiencing pressure to condense supply chains, which the company is adapting to [8][10] - The aerospace sector is seeing a trend of consolidation in supply chains, which is expected to increase demand for the company's services [11] Company Strategy and Development Direction - The company is enhancing service offerings and diversifying into new markets, including the industrial Internet of Things [10][30] - There is a focus on transitioning to value-added services, which is expected to accelerate due to the pandemic [7][75] - The company aims to leverage unique technology into markets with significant growth potential [10][75] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in a market recovery in the second half of 2020, with resumed revenue growth and adjusted EBITDA expansion [74] - The ongoing pandemic is expected to drive innovation and improvements in operational efficiency [30][75] - Management noted that the current economic environment is creating opportunities for the company to consolidate supply chains for customers [12][75] Other Important Information - The effective income tax rate for the second quarter was a 21% benefit, compared to a 37% expense in the prior year [26] - The company maintained liquidity of over $55 million, exceeding the minimum requirement of $20 million [22] Q&A Session Summary Question: What were the achieved cost reductions in the second quarter? - Management indicated that Q3 would look similar to Q2 in terms of cost reductions, with a continued focus on calibrating the cost footprint to match revenue [35] Question: What portion of planned turnarounds shifted from the first half into the second half? - Management noted that some turnarounds were deferred into 2021, while others were ongoing but extended due to COVID-19 [36][40] Question: What is the outlook for growth in 2021? - Management has not set a budget yet but aims to approximate 2019 levels, with expectations for significant growth off a low 2020 baseline [42][46] Question: Can you discuss the competitive environment and opportunities for gaining market share? - Management highlighted that larger, financially stable vendors will be favored, and there will be a shift towards fewer vendors handling more complex projects [47][48] Question: What is driving the expected decrease in revenue year-over-year? - Management attributed the decrease to delays in turnarounds and reduced spending in the oil and gas sector [50][52] Question: Is the current level of SG&A sustainable? - Management confirmed that the current SG&A level is sustainable and that they are focused on reducing fixed overheads further [72]

Table of Contents 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 June 30, 2020 Or ☐ 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) (State or other jurisdic ...

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]