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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 3, 2023
 
Mistras Group, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware   001-34481   22-3341267
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
 
195 Clarksville Road    
Princeton Junction, New Jersey   08550
(Address of principal executive offices)   (Zip Code)
 
Registrant’s telephone number, including area code: (609) 716-4000
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
 
☐          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))
 
☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 MG New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 On May 3, 2023, Mistras Group, Inc. (the "Company," "we," "us" and "our") issued a press release announcing the financial results for our first quarter of 2023, which ended March 31, 2023. A copy of the press release is attached as Exhibit 99.1 to this report.




Item 2.02.  Results of Operations and Financial Condition
 

Disclosure of Non-GAAP Financial Measures
 
In the press release attached, the Company uses the terms “Adjusted EBITDA”, “free cash flow” and "net debt", which are not measures of financial performance under U.S. generally accepted accounting principles (“GAAP”). Also, in the tables to the press release, the non-GAAP financial measures "Segment and Total Company Income before Special Items” (which includes operating income before special items) and are presented and reconciled to financial measures under GAAP within the table "Segment and Total Company Income (Loss) from Operations (GAAP) to Income (Loss) from Operations before Special Items (Non-GAAP)" and the non-GAAP financial measure "Diluted EPS excluding Special Items", are presented and reconciled to financial measure under GAAP within the table "Net Loss (GAAP) and Diluted EPS (GAAP) to Net Loss Excluding Special Items (non-GAAP) and Diluted EPS Excluding Special Items (non-GAAP)". Information about these non-GAAP measures are included in the press release.

Our management uses these non-GAAP measurements as a measure of operating performance and liquidity to assist in comparing performance from period to period on a consistent basis, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations. Adjusted EBITDA and free cash flow are also performance evaluation metrics used to determine incentive compensation for executive officers.

We believe that investors and other users of the financial statements benefit from the presentation of these non-GAAP measurements because they provide additional metrics to compare the Company's operating performance and liquidity on a consistent basis and measure underlying trends and results of the Company's business. Adjusted EBITDA and operating income before special items assist in evaluating our operating performance because they remove the impact of certain items that management believes do not directly reflect our core operations. For instance, Adjusted EBITDA generally excludes interest expense, taxes and depreciation and amortization, each of which can vary substantially from company to company depending upon accounting methods and the book value and age of assets, capital structure, capital investment cycles and the method by which assets were acquired. It also eliminates stock-based compensation, which is a non-cash expense and is excluded by management when evaluating the underlying performance of our business operations.

Our management uses free cash flow when evaluating the performance of our business operations. This measurement also takes into account cash used to purchase fixed assets needed for business operations which are not expensed. We believe this measurement provides an additional tool to compare cash generated by our operations on a consistent basis and measure underlying trends and results in our business.

While Adjusted EBITDA and free cash flow are terms and financial measurements commonly used by investors and securities analysts, they have limitations. As non-GAAP measurements, Adjusted EBITDA and free cash flows have no standard meaning and, therefore, may not be comparable with similar measurements for other companies. Similarly, segment and total company income before special items and diluted EPS excluding special items has no standard meaning and may not be comparable to measurements for other companies. Adjusted EBITDA and free cash flow are generally limited as analytical tools because they exclude charges and expenses we do incur as part of our operations as well as cash uses which are included in a GAAP cash flow statement. In addition, free cash flow does not represent residual cash flow available for discretionary expenditures since items such as debt repayments are not deducted in determining such measurement.

None of these non-GAAP financial measurements should be considered in isolation or as a substitute for analyzing our results as reported under U.S. generally accepted accounting principles.

Item 9.01.  Financial Statement and Exhibits
 
Exhibit No.     Description    
 
99.1          Press release issued by Mistras Group, Inc. on May 3, 2023
2


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  MISTRAS GROUP, INC.
     
     
Date: May 3, 2023 By: /s/ Edward J. Prajzner
    Name: Edward J. Prajzner
    Title: Executive Vice President, Chief Financial Officer and Treasurer

Exhibit No.   Description

3
EX-99.1 2 a8kexhibit991-q12023.htm EX-99.1 Document


Exhibit 99.1

image.jpg



MISTRAS Announces First Quarter 2023 Results

Revenue increase of 3.9% as reported; up 5.5% in constant currency
Continued Gross Margin improvement - Gross Profit Margin increase of 270 basis points
Significantly improved Cash provided by Operating Activities and Free Cash Flow

PRINCETON JUNCTION, N.J., May 3, 2023 (GLOBE NEWSWIRE) - MISTRAS Group, Inc. (MG: NYSE), a leading "one source" multinational provider of integrated technology-enabled asset protection solutions, reported financial results for its first quarter of 2023.


Highlights of the First Quarter 2023*
•Revenue of $168.0 million, up 3.9% as reported, a 5.5% increase excluding the impact of unfavorable foreign currency exchange**
•Gross profit of $46.1 million, up 15.5%, with gross profit margin of 27.4%, a 270 basis points improvement
•Net loss decreased to $5.0 million, with Adjusted EBITDA up 88.1% to $10.4 million
•Operating cash flow of $4.4 million
•Leverage ratio reduced to 3.25 times




* All comparisons are consolidated and versus the equivalent prior year period, unless otherwise noted.
** Foreign currency exchange impact is calculated by converting current period financial results in local currency, using the prior period exchange rates, and comparing this amount to the current period financial results in local currency using the current period exchange rate.




First quarter 2023 consolidated revenue was $168.0 million, a 3.9% increase, or a 5.5% improvement excluding the impact of unfavorable foreign currency exchange of $2.5 million. First quarter 2023 gross profit increased 15.5% with gross profit margin expanding 270 basis points, as compared to the year ago period, primarily due to lower healthcare expenses and an improved sales mix in the current year. Selling, general and administrative expenses in the first quarter of 2023 were $42.8 million, up from $41.9 million in the first quarter of 2022, yet down as a percentage of revenue.

Chief Executive Officer Dennis Bertolotti commented, “We continue to make significant progress capitalizing on our strong market position and innovative new technologies, to grow Mistras and improve profitability. The first quarter of 2023 was evidence of this, as our revenue grew 5.5% in constant currency, our gross margin expanded 270 basis points and we drove SG&A as a percentage of revenue down by over 40 basis points, resulting in an adjusted EBITDA increase of 88%. And our overall financial condition also continued to improve, with our bank defined leverage ratio reduced to just under 3.25X as of quarter end, the lowest level it has been since immediately prior to the Onstream acquisition in December 2018, well on the way to achieving our goal of being under 3.0X by year end.”

Mr. Bertolotti continued, “We saw strength in our Energy business, which is benefiting from the rapid growth of our Data Solutions revenues. I am particularly pleased with the growth of Data Solutions, which includes our Flagship OneSuite, PCMS, New Century, and the majority of our Onstream business, along with various other data monitoring services, including Sensoria as well as our sensor technology. Data Solutions permeates throughout all Mistras geographies and industries, and grew by over 35% in the quarter. Data Solutions now represent 10.0% of our total consolidated revenue, as compared to 7.7% of our total consolidated revenue for the first quarter of 2022. Our Onstream inline inspection testing (ILI) business has continued its record 2022 performance into the first quarter of 2023. Onstream generates a considerable proportion of its revenues from Data Solutions, and it serves both the Upstream and Midstream markets. This versatility is helping to generate robust growth and margins, which we expect to continue in 2023.”

Mr. Bertolotti concluded, “Revenue, gross margin and the bottom-line financial results all improved over last year, driven by strength across most of our end markets including our largest end market, wherein we saw growth fostered by our Data Solutions offerings. Our cash flow also improved in the first quarter, aided by a reduction in average days sales outstanding, allowing us to make a modest debt paydown in the quarter, wherein we are typically a net borrower in the first quarter of any given year. This is another sign of our recovering business model, as we continue to improve our financial strength. Overall, our first quarter financial results were in line with our most recent Outlook for the full year 2023, which we are reaffirming today.”

Performance by certain segments during the first quarter was as follows:
During the first quarter of 2023, the Company renamed the Services segment as “North America” to closely align with the geographical area in which the Segment primarily operates. This has no change on the Company’s reportable operating segments.

North America segment (Referred to as “Services” in prior filings) first quarter revenue was $136.9 million, up 3.0% from $132.9 million in the prior year quarter and up 3.8% excluding the impact of unfavorable foreign currency exchange. Revenue continues to reflect stability and resilience in Energy markets. Although our Aerospace & Defense industry revenue was down for the quarter, we experienced growth in the Aerospace sub-industry which was offset by a decrease in Defense spending. For the first quarter, gross profit was $36.6 million, compared to $30.5 million in the prior year. Gross profit margin was 26.8% for the first quarter of 2023, a 380 basis point improvement from 23.0% in the first quarter of the prior year. This increase was primarily due to lower healthcare expenses and an improved sales mix in the current year period.

International segment first quarter revenue was $29.4 million, up 4.5% from $28.1 million in the prior year quarter and up 9.7% excluding the impact of unfavorable foreign currency exchange. This revenue growth is primarily due to increased turnaround projects in the current quarter.



International segment first quarter gross profit margin was 25.1%, compared to 29.1% in the prior year, a 400-basis point decrease, primarily attributable to inflationary pressures including rising energy costs in Europe in excess of the Company’s expectations.

Consolidated Results
The Company generated a net loss of $5.0 million in the first quarter of 2023, slightly improved from the net loss of $5.4 million in the prior year. Adjusted EBITDA was $10.4 million in the first quarter of 2023 compared to $5.5 million in the prior year, an increase of 88.1%, primarily attributable to the improved gross profit.

Cash Flow and Balance Sheet
The Company’s net cash provided by operating activities was $4.4 million for the first quarter of 2023, compared to negative $5.4 million in the prior year. Free cash flow was negative $0.3 million for the first quarter of 2023, compared to negative $8.6 million in the prior year. The Company’s improved cash flow was primarily attributable to an improved days sales outstanding during the quarter. Capital expenditures increased by $1.5 million versus the prior year quarter, as the Company is increasing investments to foster revenue growth.

The Company’s gross debt was $189.3 million as of March 31, 2023, compared to $191.3 million as of December 31, 2022. This decrease was due to $2.0 million of debt repayment made during the quarter.

Reorganization and Other
During the quarter, the Company recorded $2.1 million of reorganization costs related to on-going efficiency and productivity growth initiatives. For the quarter, these charges included professional fees and certain restructuring charges associated with planned shifts to the Company’s operations.

Outlook
The Company reaffirms the 2023 full year guidance previously provided, that being:
a.Revenue between $710 and $740 million,
b.Adjusted EBITDA between $70 and $75 million,
c.Free cash flow between $30 and $33 million.

Conference Call
In connection with this release, MISTRAS will hold a conference call on May 4, 2023, at 9:00 a.m. (Eastern).
To listen to the live webcast of the conference call, visit the Investor Relations section of MISTRAS Group’s website at www.mistrasgroup.com

Note there is a new process to participate in the live question and answer session. Individuals wishing to participate may preregister at: https://register.vevent.com/register/BIa51a871e529349a8b0cdbc645b2234f6

Upon registering, a dial-in number and unique PIN will be provided to join the conference call. Following the conference call, an archived webcast of the event will be available for one year by visiting the Investor Relations section of MISTRAS Group’s website.

About MISTRAS Group, Inc. - One Source for Asset Protection Solutions®
MISTRAS Group, Inc. (NYSE: MG) is a leading "one source" multinational provider of integrated technology-enabled asset protection solutions, helping to maximize the safety and operational uptime for civilization’s most critical industrial and civil assets.




Backed by an innovative, data-driven asset protection portfolio, proprietary technologies, and decades-long legacy of industry leadership, MISTRAS leads clients in the oil and gas, aerospace and defense, power generation, civil infrastructure, and manufacturing industries towards achieving and maintaining operational excellence. By supporting these organizations that help fuel our vehicles and power our society; inspecting components that are trusted for commercial, defense, and space craft; and building real-time monitoring equipment to enable safe travel across bridges, MISTRAS helps the world at large.

MISTRAS enhances value for its clients by integrating asset protection throughout supply chains and centralizing integrity data through a suite of Industrial IoT-connected digital software and monitoring solutions. The company’s core capabilities also include non-destructive testing (“NDT”) field inspections enhanced by advanced robotics, laboratory quality control and assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services.

For more information about how MISTRAS helps protect civilization’s critical infrastructure, visit www.mistrasgroup.com or contact Nestor S. Makarigakis, Group Vice President of Marketing at marcom@mistrasgroup.com.

Forward-Looking and Cautionary Statements
Certain statements made in this press release are "forward-looking statements" about MISTRAS' financial results and estimates, products and services, business model, strategy, growth opportunities, profitability and competitive position, and other matters. These forward-looking statements generally use words such as "future," "possible," "potential," "targeted," "anticipate," "believe," "estimate," "expect," "intend," "plan," "predict," "project," "will," "may," "should," "could," "would" and other similar words and phrases. Such statements are not guarantees of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved, if at all. These statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in these statements. A list, description and discussion of these and other risks and uncertainties can be found in the "Risk Factors" section of the Company's 2022 Annual Report on Form 10-K dated March 15, 2023, as updated by our reports on Form 10-Q and Form 8-K. The forward-looking statements are made as of the date hereof, and MISTRAS undertakes no obligation to update such statements as a result of new information, future events or otherwise.

Use of Non-GAAP Measures
In addition to financial information prepared in accordance with generally accepted accounting principles in the U.S. (GAAP), this press release also contains adjusted financial measures that we believe provide investors and management with supplemental information relating to operating performance and trends that facilitate comparisons between periods and with respect to projected information. The term "Adjusted EBITDA" used in this release is a financial measurement not calculated in accordance with GAAP and is defined as net income attributable to MISTRAS Group, Inc. plus: interest expense, provision for income taxes, depreciation and amortization, share-based compensation expense, certain acquisition related costs (including transaction due diligence costs and adjustments to the fair value of contingent consideration), foreign exchange (gain) loss, non-cash impairment charges, reorganization and related charges and, if applicable, certain additional special items which are noted. A reconciliation of Adjusted EBITDA to a financial measurement under GAAP is set forth in a table attached to this press release. The Company also uses the term “net debt”, a non-GAAP measurement defined as the sum of the current and long-term portions of long-term debt, less cash and cash equivalents and the term “free cash flow”, a non-GAAP measurement the Company defines as cash provided by operating activities less capital expenditures (which is classified as an investing activity). A reconciliation of these non-GAAP financial measurements to GAAP are also set forth in tables attached to this press release. In the tables attached is also a table reconciling “Segment and Total Company Income (Loss) from Operations (GAAP) to Income (Loss) from Operations before Special Items (non-GAAP)", “Net Loss (GAAP) and Diluted EPS (GAAP) to Net Loss Excluding Special Items (non-GAAP) and Diluted EPS Excluding Special Items (non-GAAP)” which reconciles the non-GAAP amounts to GAAP measurements.




Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
 
March 31, 2023 December 31, 2022
ASSETS (unaudited)
Current Assets
Cash and cash equivalents $ 16,717  $ 20,488 
Accounts receivable, net 120,425  123,657 
Inventories 14,763  13,556 
Prepaid expenses and other current assets 14,008  10,181 
Total current assets 165,913  167,882 
Property, plant and equipment, net 78,816  77,561 
Intangible assets, net 47,360  49,015 
Goodwill 199,956  199,635 
Deferred income taxes 326  779 
Other assets 38,448  40,032 
Total assets $ 530,819  $ 534,904 
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable $ 13,640  $ 12,532 
Accrued expenses and other current liabilities 77,127  77,844 
Current portion of long-term debt 7,372  7,425 
Current portion of finance lease obligations 4,752  4,201 
Income taxes payable 333  1,726 
Total current liabilities 103,224  103,728 
Long-term debt, net of current portion 181,972  183,826 
Obligations under finance leases, net of current portion 11,170  10,045 
Deferred income taxes 7,874  6,283 
Other long-term liabilities 30,431  32,273 
Total liabilities 334,671  336,155 
Commitments and contingencies
Equity
Preferred stock, 10,000,000 shares authorized —  — 
Common stock, $0.01 par value, 200,000,000 shares authorized, 30,230,446 and 29,895,487 shares issued and outstanding 302  298 
Additional paid-in capital 244,131  243,031 
Accumulated deficit (16,475) (11,489)
Accumulated other comprehensive loss (32,117) (33,390)
Total Mistras Group, Inc. stockholders’ equity 195,841  198,450 
Noncontrolling interests 307  299 
Total equity 196,148  198,749 
Total liabilities and equity $ 530,819  $ 534,904 





Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Loss
(in thousands, except per share data)
 
Three months ended March 31,
2023 2022
Revenue $ 168,016  $ 161,662 
Cost of revenue 116,051  115,758 
Depreciation 5,888  6,012 
Gross profit 46,077  39,892 
Selling, general and administrative expenses 42,823  41,922 
Reorganization and other costs 2,076  114 
Legal settlement and insurance recoveries, net —  (841)
Research and engineering 480  551
Depreciation and amortization 2,525  2,795 
Acquisition-related expense, net 49 
Loss from operations (1,830) (4,698)
Interest expense 4,068  1,938 
Loss before benefit for income taxes (5,898) (6,636)
Benefit for income taxes (920) (1,283)
Net Loss (4,978) (5,353)
Less: net income attributable to noncontrolling interests, net of taxes 10 
Net Loss attributable to Mistras Group, Inc. $ (4,986) $ (5,363)
Loss per common share:
Basic $ (0.17) $ (0.18)
Diluted $ (0.17) $ (0.18)
Weighted-average common shares outstanding:
Basic 30,021  29,634 
Diluted 30,021  29,634 




Mistras Group, Inc. and Subsidiaries
Unaudited Operating Data by Segment
(in thousands)
Three months ended March 31,
2023 2022
Revenues
North America $ 136,932  $ 132,946 
International 29,407  28,138 
Products and Systems 3,739  2,936 
Corporate and eliminations (2,062) (2,358)
$ 168,016  $ 161,662 
Three months ended March 31,
2023 2022
Gross profit
North America $ 36,637  $ 30,526 
International 7,367  8,190 
Products and Systems 2,063  1,168 
Corporate and eliminations 10 
$ 46,077  $ 39,892 















Mistras Group, Inc. and Subsidiaries
Unaudited Revenues by Category
(in thousands)


Revenue by industry was as follows:

Three Months Ended March 31, 2023 North America International Products & Systems Corp/Elim Total
Oil & Gas $ 89,773  $ 8,855  $ 37  —  $ 98,665 
Aerospace & Defense 13,611  4,980  11  —  18,602 
Industrials 9,302  6,053  558  —  15,913 
Power generation & Transmission 4,987  1,657  1,326  —  7,970 
Other Process Industries 9,109  3,237  27  —  12,373 
Infrastructure, Research & Engineering 2,483  2,136  1,142  —  5,761 
Petrochemical 5,137  145  —  —  5,282 
Other 2,530  2,344  638  (2,062) 3,450 
Total $ 136,932  $ 29,407  $ 3,739  $ (2,062) $ 168,016 


Three Months Ended March 31, 2022 North America International Products & Systems Corp/Elim Total
Oil & Gas $ 86,613  $ 7,572  $ 38  —  $ 94,223 
Aerospace & Defense 15,022  4,940  108  —  20,070 
Industrials 9,007  5,528  502  —  15,037 
Power generation & Transmission 3,822  2,562  845  —  7,229 
Other Process Industries 10,293  3,518  —  13,812 
Infrastructure, Research & Engineering 2,506  2,039  897  —  5,442 
Petrochemical 3,045  78  —  —  3,123 
Other 2,638  1,901  545  (2,358) 2,726 
Total $ 132,946  $ 28,138  $ 2,936  $ (2,358) $ 161,662 



























Oil & Gas Revenue by sub-industry was as follows:

Three months ended March 31,
2023
2022(1)
($ in thousands)
Oil and Gas Revenue
Upstream $ 36,939  $ 32,265 
Midstream 21,231  24,907 
Downstream 40,495  37,051 
   Total $ 98,665  $ 94,223 
_______________
(1)Prior year Oil and Gas composition was restated to conform with the Current year presentation, specifically $9.4 million was removed from Upstream and re-classified as Downstream.


Consolidated Revenue by type was as follows:
  Three months ended March 31,
  2023 2022

($ in thousands)
Field Services $ 109,680  $ 105,495 
Shop Laboratories 13,132  13,089 
Data Solutions 16,812  12,399 
Other 28,392  30,679 
Total $ 168,016  $ 161,662 



Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of Segment and Total Company Income (Loss) from Operations (GAAP) to
Income (Loss) from Operations before Special Items (non-GAAP)
(in thousands)
Three months ended March 31,
2023 2022
North America:
Income from operations (GAAP) $ 9,378  $ 3,761 
Reorganization and other costs 61  27 
Legal settlement and insurance recoveries, net —  (841)
Acquisition-related expense, net —  44 
Income from operations before special items (non-GAAP) $ 9,439  $ 2,991 
International:
Income (Loss) from operations (GAAP) $ (568) $ 284 
Reorganization and other costs 107  87 
Income (Loss) from operations before special items (non-GAAP) $ (461) $ 371 
Products and Systems:
Income (Loss) from operations (GAAP) $ 384  $ (582)
Income (Loss) from operations before special items (non-GAAP) $ 384  $ (582)
Corporate and Eliminations:
Loss from operations (GAAP) $ (11,024) $ (8,161)
Reorganization and other costs 1,908  — 
Acquisition-related expense, net
Loss from operations before special items (non-GAAP) $ (9,113) $ (8,156)
Total Company:
Loss from operations (GAAP) $ (1,830) $ (4,698)
Reorganization and other costs 2,076  114 
Legal settlement and insurance recoveries, net —  (841)
Acquisition-related expense, net 49 
Income (Loss) from operations before special items (non-GAAP) $ 249  $ (5,376)





Mistras Group, Inc. and Subsidiaries
Unaudited Summary Cash Flow Information
(in thousands)
Three months ended March 31,
2023 2022
Net cash provided by (used in):
Operating activities $ 4,433  $ (5,399)
Investing activities (4,460) (2,737)
Financing activities (3,951) 4,323 
Effect of exchange rate changes on cash 207  (376)
Net change in cash and cash equivalents $ (3,771) $ (4,189)


Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of Net Cash Provided by (Used in) Operating Activities (GAAP) to Free Cash Flow (non-GAAP)
(in thousands)
Three months ended March 31,
2023 2022
Net cash provided by (used in) operating activities (GAAP) $ 4,433  $ (5,399)
Less:
    Purchases of property, plant and equipment (4,332) (3,061)
    Purchases of intangible assets (361) (151)
Free cash flow (non-GAAP) $ (260) $ (8,611)





Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of Gross Debt (GAAP) to Net Debt (non-GAAP)
(in thousands)

March 31, 2023 December 31, 2022
Current portion of long-term debt $ 7,372  $ 7,425 
Long-term debt, net of current portion 181,972  183,826 
Total Debt (Gross) 189,344  191,251 
Less: Cash and cash equivalents (16,717) (20,488)
Total Debt (Net) $ 172,627  $ 170,763 





Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of Net Loss (GAAP) to Adjusted EBITDA (non-GAAP)
(in thousands)
Three Months Ended March 31,
2023 2022
Net Loss (GAAP) $ (4,978) $ (5,353)
Less: Net income attributable to non-controlling interests, net of taxes 10 
Net Loss attributable to Mistras Group, Inc. $ (4,986) $ (5,363)
Interest expense 4,068  1,938 
Benefit for income taxes (920) (1,283)
Depreciation and amortization 8,413  8,807 
Share-based compensation expense 1,542  1,515 
Acquisition-related expense 49 
Reorganization and other related costs 2,076  114 
Legal settlement and insurance recoveries, net —  (841)
Foreign exchange loss 219  601 
Adjusted EBITDA (non-GAAP) $ 10,415  $ 5,537 




Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of Net Loss (GAAP) and Diluted EPS (GAAP) to
Net Loss Excluding Special Items (non-GAAP) and Diluted EPS Excluding Special Items (non-GAAP)
(tabular dollars in thousands, except per share data)

Three Months Ended March 31,
2023 2022
Net loss attributable to Mistras Group, Inc. (GAAP) $ (4,986) $ (5,363)
Special items 2,079  (678)
Tax impact on special items (504) 155 
Special items, net of tax $ 1,575  $ (523)
Net loss attributable to Mistras Group, Inc. Excluding Special Items (non-GAAP) $ (3,411) $ (5,886)
Diluted EPS (GAAP)(1)
$ (0.17) $ (0.18)
Special items, net of tax 0.05  (0.02)
Diluted EPS Excluding Special Items (non-GAAP) $ (0.12) $ (0.20)
_______________
(1) For the three months ended March 31, 2023 and 2022, 1,513,000 and 1,212,000 shares, respectively, related to restricted stock were excluded from the calculation of diluted EPS due to the net loss for the period.