SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

MAIL STOP 4631          September 17, 2009
Sotirios J. Vahaviolos, Ph.D.
Chairman and Chief Executive Officer
Mistras Group, Inc.
195 Clarksville Road
Princeton Junction, New Jersey 08550
RE:  Mistras Group, Inc.  Registration Statement on Form S-1  Filed August 24, 2009  File Number 333-151559
Dear: Mr. Vahaviolos:

We have reviewed your filing and have the fo llowing comments.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

FN(2) to Summary historical cons olidated financial data, page 12

1. We note your disclosure that stock compen sation expense is a “non-cash expense that
management does not use in assessing operati onal performance because it does not affect
[your] ability to generate free cash flow or invest  in [your] business.”  It  is unclear from this
disclosure whether you are implying that Adjusted EBITDA is a liquidity measure.   Please revise your disclosures to clarify.  In this regard, it does not appear that your 2009 Adjusted
EBITDA measure is an appropria te liquidity measure given that the legal settlement
adjustment relates to an actual cash expenditure.  Refer to Item 10(e)A of Regulation S-K.
 2. We also note that “some financial covenants in  your credit agreement require you to maintain
financial ratios calculated based upon a measur e with adjustment to EBITDA of a type
substantially similar to the adjustments incorpor ated into adjusted EBITDA.”  If this is a
material debt covenant this discussion should more appropriately be included in your liquidity disclosures.  Se e our comment below.
 Management’s discussion and analysis of financial condition and results of operations

Overview, page 44
 3. We note your disclosure on page 45 suggesting that despite the globa l economic downturn’s
impact on your revenue and prof itability in 2009, you may not be as negatively affected in
the future.  Please expand upon this discussion.

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
September 17, 2009
Page 2 of 4

Liquidity and Capital Resources
Cash Balance and Credit Facility Borrowings, page 64

4. We note your disclosure that your credit facility  contains financial c ovenants.  If it is
reasonably likely that you may not comply with a material covenant, please present actual
ratios and other actual amounts versus minimu m/maximum rations/amoun ts required as of
each reporting date.  Such presentation will a llow investors to more easily understand your
current ability to meet your financial covenants.  It may also be necessary to  show specific
computations used to arrive at the actual ratios with corresponding reconciliations to US
GAAP amounts, if applicable.  See Sections I. D and IV.C of the SEC Interpretive Release
No. 33-8350 and Question 10 of our FAQ Rega rding the Use of Non-GAAP Financial
Measures dated June 13, 2003.
 Critical Accounting Estimates, page 68

 5. We note that you have identified accounts rece ivable, foreign currency translation, goodwill
and intangible assets, impairment of long-lived assets, derivative financial instruments, and
income taxes as those accounting policies which involve a greater degr ee of judgment and
complexity.  Please revise your critical accounting policy disclosures where appropriate to provide quantitative and qualitative disclosure  of each estimate’s spec ific sensitivity to
change, based on other outcomes that are r easonably likely to occur and would have a
material effect on your financial statements .  Refer to Section V of the Commission’s
Guidance Regarding Management's Discussion and Analysis of Financial Condition and
Results of Operations (Release 33-8350/34-48960) issued December 19, 2003.
 6. In the interest of providing r eaders with better insight into management’s judgments in
accounting for goodwill, ensure your expanded disclosures include the following:
• Identify the reporting unit level at which you test goodwill for impairment and your basis
for that determination;
• Provide a quantitative discussion of each of the material assumptions used and a
sensitivity analysis of those assumpti ons based upon reasonably likely changes;
• Provide a qualitative and quantit ative discussion of any reporting units that are at risk for
impairment, including the amount of goodwill allocated to those units;
• Address whether the assumptions and met hodologies used for valuing goodwill in the
current year have changed since the prior ye ar highlighting the impact of any changes;
• Provide quantitative information regardi ng any significant k nown trends, and;

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
September 17, 2009
Page 3 of 4
• Any material and useful information that you gather and analyze regarding the risks of
recoverability of your assets.

7. With regard to your assessment of long-lived assets for impairment, ensure your expanded disclosures address the following:
• Indentify the nature of your asset groups a nd provide a more comprehensive discussion
of how you estimate the undiscounted cash flow of your asset groups.  Refer to
paragraphs 16-21 of SFAS 144;
• For those asset groups for which their undisc ounted cash flows are not materially in
excess of their carrying amount , quantify the carrying amount of those asset groups.  In
addition, you should also disclose the following:
• Clearly communicate to i nvestors the amount of your property, plant and
equipment that is at-risk for impairment;
• Quantify the material assumptions (range s and/or weighted averages) underlying
your undiscounted cash flow analysis a nd quantify the potential impact of
changes in each material assumption by providing sensitivity analysis; and
• Discuss quantitative information regard ing any significant known trends.
 8. We note your disclosures on page F-31 and F-32 i ndicate that the fair market value of Class
B and Class A shares were determined using market comparables and multiple averages of various peer groups.  Given the significant impact  this valuation has on the carrying value of
your preferred stock and your net (loss) inco me available to common stockholders, please
expand your discussion to include an expl anation of the methods you used, how you
weighted those methods and provide a quantita tive and qualitative discussion of the factors
and assumptions used in each method.  To the extent that there have been changes in the factors and assumptions used in the periods pr esented please discuss the impacts from period
to period.
 Report of Independent Registered Public Accounting Firm, page F-2

 9. Please provide a revised auditor’s report which co vers all periods presen ted.  In this regard,
we note that the audit report does not cover your consolidated stat ements of operations,
stockholders’ equity (deficit) and cash flows for the year ended May 31, 2007.

Notes to the consolidated financial statements

Goodwill, page F-19
 10. Revise your column headings to re flect the appropriate dates.

Long-term Debt, page F-22

11. We note your disclosures that th e credit agreement contains fina ncial covenants that require
you to maintain compliance with specified financial ratios and your disclosure on page 64 indicating that two covenants in  your credit agreement were amended retroactive to prior

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
September 17, 2009
Page 4 of 4
periods.  Please revise your disclosure to cl early state whether you we re in compliance with
these covenants at the end of the period pres ented and to disclose the terms of the new
covenants.

18. Stock Options, page F-34
 12. We note your disclosure that th e fair market value of the common stock was determined by
the Company’s Board of Directors.  Please expand your disclo sure to clearly explain how
your Board has determined this value.  A dditionally, please clarify whether the Board’s
determination of the fair market value was consis tent with the fair market value used in the
determination of preferred stoc k accretion.  If these approach es were not similar, please
explain the differences and also explain why differing approaches were used.

* * *

You may contact Mindy Hooker at (202) 551-3732 or Anne McConnell at (202) 551-
3709 if you have questions regarding comments on th e financial statements and related matters.
Please contact Craig Slivka at (202 ) 551-3729 with any other questions.

Sincerely,

Pamela A. Long Assistant Director
 CC:  Andrew C. Freedman, Esq.  Fulbright & Jaworski L.L.P.  Fax (212) 318-3400