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): March 4, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||||||||||||
| of incorporation) | File Number) | Identification No.) | ||||||||||||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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
.Item 2.02. Results of Operations and Financial Condition
On March 4, 2026, Mistras Group, Inc. (the "Company," "we," "us" and "our") issued a press release announcing the financial results for our fourth quarter and year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this report.
Disclosure of Non-GAAP Financial Measures
In the press release attached, the Company uses the terms “Adjusted EBITDA,” “free cash flow,” "net debt" and "net income before special items," which are not measures of financial performance under U.S. generally accepted accounting principles (“GAAP”). The tables to the press release include reconciliations of these non-GAAP financial measures to the most comparable financial measure under GAAP. Also, in the tables to the press release, the non-GAAP financial measures "Segment and Total Company Income (Loss) before Special Items” (which includes operating income (loss) before special items) 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)." The non-GAAP financial measure "Diluted EPS excluding Special Items," is presented and reconciled to the financial measure under GAAP within the table "Net Income (Loss) (GAAP) and Diluted EPS (GAAP) to Net Income Excluding Special Items (non-GAAP) and Diluted EPS Excluding Special Items (Non-GAAP)." Information about these non-GAAP financial measures are included in the press release.
Our management uses and provides these non-GAAP financial measures 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 for the Company 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 the Company's executive officers.
We believe that investors and other users of the financial statements benefit from the presentation of these non-GAAP financial measures 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 financial measure also takes into account cash used to purchase fixed assets needed for business operations which are not expensed. We believe this financial measure 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 measures commonly used by investors and securities analysts, they have limitations. As non-GAAP financial measures, Adjusted EBITDA and free cash flows have no standard meaning and, therefore, may not be comparable with similar financial measures 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 financial measures 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 measure.
None of these non-GAAP financial measures should be considered in isolation or as a substitute for analyzing our results as reported under U.S. GAAP.
Item 9.01. Financial Statement and Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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: March 4, 2026 | By: | /s/ Edward J. Prajzner | |||||||||
| Name: | Edward J. Prajzner | ||||||||||
| Title: | Senior Executive Vice President and Chief Financial Officer | ||||||||||
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Exhibit 99.1
MISTRAS Announces Fourth Quarter and Full Year 2025 Results
Solid Quarterly Revenue Growth of 5.1%,
with an Expansion in Gross Profit Margin of 190 Basis Points,
Generating Net Income of $3.9 million and Earnings Per Diluted Share of $0.12,
Achieving Record Fourth Quarter Adjusted EBITDA of $24.8 million
PRINCETON JUNCTION, N.J., March 4, 2026 (GLOBE NEWSWIRE) -- MISTRAS Group, Inc. (NYSE: MG), a global leader in technology-enabled industrial asset integrity and testing solutions, reported financial results for its fourth quarter and twelve months ended December 31, 2025.
Fourth Quarter 2025 Key Figures*
•Revenue of $181.5 million, an increase of 5.1%, with growth across all segments
•Gross profit of $51.5 million, reflecting a gross margin of 28.4%, an expansion of 190 basis points
•Net income of $3.9 million and Earnings Per Diluted Share of $0.12
•Record Adjusted EBITDA of $24.8 million, an increase of 18.2%, with an Adjusted EBITDA margin of 13.7%, up 160 basis points
Full Year 2025 Key Figures*
•Revenue of $724.0 million, a slight increase after giving effect to the exclusion of voluntary Laboratory consolidations of $7.0 million
•Gross profit of $204.5 million, with a gross margin of 28.2%, an expansion of 190 basis points
•Net income of $16.8 million and Earnings Per Diluted Share of $0.53
•Record Adjusted EBITDA of $91.1 million, an increase of 10.5%, with an Adjusted EBITDA margin of 12.6%, up 130 basis points
*All comparisons are consolidated and versus the equivalent prior year period, unless otherwise noted and give effect to the reclassification of certain overhead and personnel expenses in the Unaudited Consolidated Statements of Income from SG&A to Cost of revenue. Please see the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures and additional information about the non-GAAP financial measures set forth in tables attached to this press release.
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Executive Leadership Comments:
Natalia Shuman, President and Chief Executive Officer, said, “Our 2025 performance demonstrates meaningful progress in profitability, achieving our record Adjusted EBITDA of $91.1 million and our highest Adjusted EBITDA margin to date at 12.6%. This improvement was driven by disciplined execution, continued gross profit margin expansion, and a sharper focus on higher‑return opportunities. As we look to 2026, we are well positioned to drive profitable revenue growth, fueled by increasing demand in targeted end markets, the proven value of our comprehensive service offerings, and our strong track record of delivering for customers.”
Manny Stamatakis, Executive Chairman of the Board commented, “As we enter 2026, the Board of Directors fully supports management’s strategy of continuing to invest in transforming and modernizing our platform. In our industry, long-term value is created by investing to meet demand within our end markets — in data integrity, digital inspection capabilities, specialized talent, and accreditation for higher-complexity Aerospace and Defense work. Most importantly, the Board of Directors views 2026 as an opportunity to accelerate our strategy via increased investments and a deliberate step to deepen our technical differentiation and expand our relevance to customers operating in regulated, mission-critical environments. We are confident in our execution plan, capital allocation priorities, and long-term ambitions. The Board of Directors views 2026 as a targeted year, which will strengthen the foundation for future growth.”
Fourth Quarter and Twelve Months 2025 Additional Detailed Highlights:
The Company’s results for the year ended 2024 reflect the reclassification of certain overhead and personnel expenses in the Consolidated Statements of Income, from SG&A to cost of revenue. The reclassification recorded within the financials was $5.5 million and $20.9 million for the three and twelve month periods ended December 31, 2024, respectively. This reclassification of overhead and personnel expenses had no impact on income from operations, net income or Adjusted EBITDA comparability.
Income from operations was $40.6 million for the full year 2025, as compared to $39.8 million in the prior year comparable period. Full year income from operations before special items (non-GAAP) was $55.0 million as compared to $46.2 million in the prior year comparable period.
The Company recorded $12.7 million of reorganization and other costs for the full year 2025, and $4.9 million during the fourth quarter of 2025, related to its continuing initiatives to reduce and recalibrate overhead costs, in addition to incremental costs of other related actions.
Net income was $3.9 million or $0.12 per diluted share in the fourth quarter of 2025 compared to $5.3 million or $0.17 per diluted share for the prior year period. Net income excluding special items (non-GAAP) was $8.0 million or $0.25 per diluted share for the fourth quarter of 2025, compared to $7.5 million and $0.24 in the prior year quarter. Net income was $16.8 million or $0.53 per diluted share for the year ended December 31, 2025 as compared to net income of $19.0 million or $0.60 per diluted share for the prior year period. Net income excluding
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special items (non-GAAP) was $28.1 million or $0.88 per diluted share for the year ended December 31, 2025, compared to $22.7 million or $0.72 per diluted share in the prior year period.
For the year ended December 31, 2025, net cash provided by operating activities was $33.0 million, a decrease from $50.1 million of net cash provided by operating activities in the prior year period. Free cash flow (non-GAAP) was $3.8 million for the year ended December 31, 2025, compared to $27.1 million in the prior year period. The decrease in net cash provided by operating activities and free cash flow (non-GAAP) is largely due to an increase in accounts receivable, net, related to working capital timing, and higher capital expenditures year-over-year.
The Company’s gross debt was $178.0 million as of December 31, 2025, compared to $169.6 million as of December 31, 2024. The Company’s net debt (non-GAAP) was $150.0 million as of December 31, 2025 as compared to $151.3 million as of December 31, 2024. Under the Company’s credit agreement, the Company’s bank defined leverage ratio was approximately 2.5X at December 31, 2025, which is well within the maximum allowable leverage ratio of 3.75X. The Company will continue to emphasize debt reduction as a priority use of its residual free cash flow.
2026 Guidance Outlook
The Company will be providing guidance on its scheduled conference call; see details below.
Conference Call
MISTRAS will hold a conference call on March 5, 2026, at 9:00 a.m. EST to discuss this earnings release. To listen to the live webcast of the conference call, visit the Investor Relations section of MISTRAS Group’s website at www.mistrasgroup.com. Individuals wishing to participate in the live question and answer session may pre-register at: https://mistras-q4-earnings-2025.open-exchange.net/.
About MISTRAS Group, Inc. - Be a Step Ahead
MISTRAS Group, Inc. (NYSE: MG) is a global leader in technology-enabled industrial asset integrity and laboratory testing solutions, serving critical industries including oil & gas, aerospace & defense, power & utilities, manufacturing, and civil infrastructure. The Company provides a diversified portfolio of products and services, ranging from advanced non-destructive testing and pipeline inspections to real-time condition monitoring, maintenance planning, and specialized engineering, powered by a proprietary management software suite that centralizes integrity data for predictive analytics and benchmark analysis. With a long-standing track record of innovation and deep industry expertise, MISTRAS helps clients reduce risk, extend asset life, and optimize operational performance. Learn more at www.mistrasgroup.com.
INVESTORS’ CONTACT:
Edward J. Prajzner
Senior Executive Vice President & Chief Financial Officer
+1 (833) MISTRAS | investors@mistrasgroup.com
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Forward-Looking and Cautionary Statements
Certain statements contained in this press release are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, investments in our platforms and integrated solutions, demand growth in certain of our end markets, the Company's expectations regarding continued growth and margin expansion, the Company's operational and strategic actions that it expects to take for future growth. Such forward-looking statements relate to MISTRAS' financial results and estimates, products and services, business model, operational and strategic initiatives to improve operating leverage, 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. Such risks, uncertainties and contingencies include, among others: risks related to our dependency on customers in the oil and gas industry and the impact of global energy market volatility; risks related to ongoing geopolitical conflicts, including the war between Russia and Ukraine and the unrest in the Middle East; risks related to climate change; risks related to a reduction in business with our significant customers; risks related to our international operations; any failure in our initiatives to improve our financial performance or a delay in achieving expected results within expected time frames; risks in the inability to attract and retain a sufficient number of certified technicians, engineers and scientists; our ability to develop new asset protection solutions, increase the functionality of our current offerings and meet the needs and demands of our customers; risks regarding our information technology and security; our use of ratification intelligence in our business; changes to U.S. tariffs and import/export regulations; risks related to the concentrated ownership of our common stock. A list, description and discussion of these and other risks and uncertainties can be found in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission on March 11, 2025, 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 Financial 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 are not prepared in accordance with GAAP and that we believe provide investors and management with supplemental information relating to the Company’s operating performance and trends that facilitate comparisons between periods and with respect to trends and projected information. The term "Adjusted EBITDA" used in this release is a financial measure not calculated in accordance with GAAP and is defined by the Company 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, other income, non-cash impairment charges, reorganization and other costs and, if applicable, certain additional special items which are noted. A reconciliation of Adjusted EBITDA to Net Income (Loss) as computed under GAAP is set forth in a table attached to this press release. The Company also uses the term “free cash flow,” a non-GAAP financial measure. The Company defines "free cash flow" as cash provided by operating activities less capital expenditures (which is classified as an investing activity). The Company additionally uses the terms: “Segment and Total Company Income (Loss) from Operations (GAAP) to Income (Loss) from Operations before Special Items (non-GAAP)”, “Net Income (Loss) (GAAP) and Diluted EPS (GAAP) to Net Income Excluding Special Items (non-GAAP) and Diluted EPS Excluding Special Items (non-GAAP)” which reconciles the non-GAAP amounts to the GAAP financial measure. The non-GAAP financial performance measure "Income (loss) from operations before special items” is used for each of our three operating segments, the Corporate segment and the "Total Company". Income (Loss) from operations before Special Items excludes: (a) transaction expenses related to acquisitions, such as professional fees and due diligence costs, (b) the net changes in the fair value of acquisition-related contingent consideration liabilities, (c) impairment charges, (d) reorganization and other costs, which includes items such as severance, labor relations matters and asset and lease termination costs and (e) other special items such as environmental expense and legal settlement and insurance recoveries. These adjustments have been excluded from the GAAP measure because these expenses and credits are not related to our or any individual segment's core business operations. The acquisition related costs and special items can be a net expense or credit in any given period. This press release also includes the term “net debt”, a non-GAAP financial measure which the Company defines as the sum of the current and long-term portions of long-term debt, less cash and cash equivalents. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are also set forth in tables attached to this press release. Each of these non-GAAP financial measures has material limitations as a performance or liquidity measure and should not be considered alternatives to Net Income (Loss) or any other measures derived in accordance with GAAP. Because Income (loss) from operations before special items and other non-GAAP financial measures used in this press release may not be calculated in the same manner by all companies, these measures may not be comparable to other similarly titled measures used by other companies.
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Mistras Group, Inc. and Subsidiaries
Unaudited Summary Consolidated Balance Sheets
(in thousands, except share and per share data)
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | 28,008 | $ | 18,317 | |||||||
| Accounts receivable, net | 154,673 | 127,281 | |||||||||
| Other current assets | 33,511 | 26,872 | |||||||||
| Property, plant and equipment, net | 93,164 | 80,892 | |||||||||
| Goodwill | 184,829 | 181,442 | |||||||||
| Other long-term assets | 84,596 | 88,234 | |||||||||
| Total Assets | $ | 578,781 | $ | 523,038 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Accounts payable | $ | 14,943 | $ | 11,128 | |||||||
| Current portion of long-term debt | 12,849 | 11,591 | |||||||||
| Other current liabilities | 96,516 | 92,206 | |||||||||
| Long-term debt, net of current portion | 165,143 | 158,056 | |||||||||
| Other long-term liabilities | 53,685 | 51,162 | |||||||||
| Equity | $ | 235,645 | $ | 198,895 | |||||||
| Total Liabilities and Equity | $ | 578,781 | $ | 523,038 | |||||||
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Mistras Group, Inc. and Subsidiaries
Unaudited Consolidated Statements of Income
(in thousands, except per share data)
| Three months ended December 31, | Year ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | 181,455 | $ | 172,731 | $ | 724,024 | $ | 729,640 | |||||||||||||||
| Cost of revenue | 124,292 | 120,908 | 497,143 | 513,864 | |||||||||||||||||||
| Depreciation | 5,682 | 6,047 | 22,370 | 23,603 | |||||||||||||||||||
| Gross profit | 51,481 | 45,776 | 204,511 | 192,173 | |||||||||||||||||||
| Selling, general and administrative expenses | 33,373 | 29,739 | 139,876 | 135,452 | |||||||||||||||||||
| Reorganization and other costs | 4,852 | 2,085 | 12,654 | 5,517 | |||||||||||||||||||
| Environmental expense | 486 | 872 | 1,743 | 1,660 | |||||||||||||||||||
| Legal settlement and litigation charges (benefit), net | — | — | — | (808) | |||||||||||||||||||
| Research and engineering | 250 | 303 | 1,028 | 1,119 | |||||||||||||||||||
| Depreciation and amortization | 2,165 | 2,237 | 8,638 | 9,407 | |||||||||||||||||||
| Income from operations | 10,355 | 10,540 | 40,572 | 39,826 | |||||||||||||||||||
| Other expense (income), net | 1,031 | (6) | 3,451 | (1,485) | |||||||||||||||||||
| Interest expense | 3,699 | 3,883 | 14,643 | 17,067 | |||||||||||||||||||
| Income before provision for income taxes | 5,625 | 6,663 | 22,478 | 24,244 | |||||||||||||||||||
| Provision for income taxes | 1,865 | 1,365 | 5,557 | 5,274 | |||||||||||||||||||
| Net income | 3,760 | 5,298 | 16,921 | 18,970 | |||||||||||||||||||
| Less: net income (loss) attributable to noncontrolling interests, net of taxes | (138) | 20 | 84 | 12 | |||||||||||||||||||
| Net income attributable to Mistras Group, Inc. | $ | 3,898 | $ | 5,278 | $ | 16,837 | $ | 18,958 | |||||||||||||||
| Earnings per common share | |||||||||||||||||||||||
| Basic | $ | 0.12 | $ | 0.17 | $ | 0.54 | $ | 0.61 | |||||||||||||||
| Diluted | $ | 0.12 | $ | 0.17 | $ | 0.53 | $ | 0.60 | |||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | 31,547 | 31,002 | 31,408 | 30,926 | |||||||||||||||||||
| Diluted | 32,315 | 31,660 | 32,058 | 31,608 | |||||||||||||||||||
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Mistras Group, Inc. and Subsidiaries
Unaudited Operating Data by Segment
(in thousands)
| Three months ended December 31, | Year ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| North America | $ | 146,628 | $ | 136,938 | $ | 584,131 | $ | 593,527 | |||||||||||||||
| International | 36,031 | 34,998 | 143,843 | 135,969 | |||||||||||||||||||
| Products and Systems | 4,103 | 3,802 | 13,970 | 13,661 | |||||||||||||||||||
| Corporate and eliminations | (5,307) | (3,007) | (17,920) | (13,517) | |||||||||||||||||||
| Total | $ | 181,455 | $ | 172,731 | $ | 724,024 | $ | 729,640 | |||||||||||||||
| Three months ended December 31, | Year ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| North America | $ | 38,867 | $ | 33,603 | $ | 154,520 | $ | 146,026 | |||||||||||||||
| International | 10,601 | 9,990 | 43,149 | 39,058 | |||||||||||||||||||
| Products and Systems | 2,233 | 2,161 | 7,385 | 6,997 | |||||||||||||||||||
| Corporate and eliminations | (220) | 22 | (543) | 92 | |||||||||||||||||||
| Total | $ | 51,481 | $ | 45,776 | $ | 204,511 | $ | 192,173 | |||||||||||||||
| Gross profit as a % of Revenue | 28.4 | % | 26.5 | % | 28.2 | % | 26.3 | % | |||||||||||||||
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Mistras Group, Inc. and Subsidiaries
Unaudited Revenues by Category
(in thousands)
Revenue by industry was as follows:
| Three months ended December 31, 2025 | North America | International | Products & Systems | Corp/Elim | Total | ||||||||||||||||||||||||
| Oil & Gas | $ | 84,309 | $ | 7,403 | $ | 66 | $ | — | $ | 91,778 | |||||||||||||||||||
| Aerospace & Defense | 18,541 | 6,626 | 35 | — | 25,202 | ||||||||||||||||||||||||
| Industrials | 11,480 | 7,130 | 1,302 | — | 19,912 | ||||||||||||||||||||||||
| Power Generation & Transmission | 10,954 | 2,009 | 331 | — | 13,294 | ||||||||||||||||||||||||
| Other Process Industries | 5,083 | 4,898 | 8 | — | 9,989 | ||||||||||||||||||||||||
| Infrastructure, Research & Engineering | 6,496 | 3,932 | 1,252 | — | 11,680 | ||||||||||||||||||||||||
| Petrochemical | 3,684 | 6 | — | — | 3,690 | ||||||||||||||||||||||||
| Other | 6,081 | 4,027 | 1,109 | (5,307) | 5,910 | ||||||||||||||||||||||||
| Total | $ | 146,628 | $ | 36,031 | $ | 4,103 | $ | (5,307) | $ | 181,455 | |||||||||||||||||||
| Three months ended December 31, 2024 | North America | International | Products & Systems | Corp/Elim | Total | ||||||||||||||||||||||||
| Oil & Gas | $ | 86,490 | $ | 10,474 | $ | 35 | $ | — | $ | 96,999 | |||||||||||||||||||
| Aerospace & Defense | 14,959 | 5,693 | 20 | — | 20,672 | ||||||||||||||||||||||||
| Industrials | 11,263 | 7,018 | 379 | — | 18,660 | ||||||||||||||||||||||||
| Power Generation & Transmission | 8,082 | 1,612 | 285 | — | 9,979 | ||||||||||||||||||||||||
| Other Process Industries | 6,221 | 4,853 | 147 | — | 11,221 | ||||||||||||||||||||||||
| Infrastructure, Research & Engineering | 4,869 | 2,844 | 1,499 | — | 9,212 | ||||||||||||||||||||||||
| Petrochemical | 2,970 | 234 | — | — | 3,204 | ||||||||||||||||||||||||
| Other | 2,084 | 2,270 | 1,437 | (3,007) | 2,784 | ||||||||||||||||||||||||
| Total | $ | 136,938 | $ | 34,998 | $ | 3,802 | $ | (3,007) | $ | 172,731 | |||||||||||||||||||
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| Year ended December 31, 2025 | North America | International | Products & Systems | Corp/Elim | Total | ||||||||||||||||||||||||
| Oil & Gas | $ | 360,158 | $ | 36,117 | $ | 552 | $ | — | $ | 396,827 | |||||||||||||||||||
| Aerospace & Defense | 67,071 | 26,316 | 428 | — | 93,815 | ||||||||||||||||||||||||
| Industrials | 50,284 | 28,017 | 2,387 | — | 80,688 | ||||||||||||||||||||||||
| Power Generation and Transmission | 33,572 | 8,805 | 1,847 | — | 44,224 | ||||||||||||||||||||||||
| Other Process Industries | 22,183 | 17,828 | 54 | — | 40,065 | ||||||||||||||||||||||||
| Infrastructure, Research & Engineering | 18,943 | 14,124 | 4,463 | — | 37,530 | ||||||||||||||||||||||||
| Petrochemical | 13,013 | 132 | — | — | 13,145 | ||||||||||||||||||||||||
| Other | 18,907 | 12,504 | 4,239 | (17,920) | 17,730 | ||||||||||||||||||||||||
| Total | $ | 584,131 | $ | 143,843 | $ | 13,970 | $ | (17,920) | $ | 724,024 | |||||||||||||||||||
| Year ended December 31, 2024 | North America | International | Products & Systems | Corp/Elim | Total | ||||||||||||||||||||||||
| Oil & Gas | $ | 376,333 | $ | 42,315 | $ | 275 | $ | — | $ | 418,923 | |||||||||||||||||||
| Aerospace & Defense | 63,111 | 23,785 | 120 | — | 87,016 | ||||||||||||||||||||||||
| Industrials | 44,310 | 25,498 | 1,857 | — | 71,665 | ||||||||||||||||||||||||
| Power Generation and Transmission | 27,035 | 7,629 | 1,854 | — | 36,518 | ||||||||||||||||||||||||
| Other Process Industries | 32,353 | 17,190 | 302 | — | 49,845 | ||||||||||||||||||||||||
| Infrastructure, Research & Engineering | 19,155 | 10,606 | 3,400 | — | 33,161 | ||||||||||||||||||||||||
| Petrochemical | 14,437 | 1,134 | — | — | 15,571 | ||||||||||||||||||||||||
| Other | 16,793 | 7,812 | 5,853 | (13,517) | 16,941 | ||||||||||||||||||||||||
| Total | $ | 593,527 | $ | 135,969 | $ | 13,661 | $ | (13,517) | $ | 729,640 | |||||||||||||||||||
Consolidated Revenue by type was as follows:
| Three months ended December 31, | Year ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue by type | |||||||||||||||||||||||
| Field Services | $ | 116,045 | $ | 114,681 | $ | 475,577 | $ | 502,810 | |||||||||||||||
| Laboratories | 24,849 | 15,417 | 72,398 | 64,564 | |||||||||||||||||||
| Data Analytical Solutions | 15,889 | 17,353 | 67,800 | 69,152 | |||||||||||||||||||
| Other | 24,672 | 25,280 | 108,249 | 93,114 | |||||||||||||||||||
| Total | $ | 181,455 | $ | 172,731 | $ | 724,024 | $ | 729,640 | |||||||||||||||
9
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 December 31, | Year ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| North America: | |||||||||||||||||||||||
| Income from operations (GAAP) | $ | 16,762 | $ | 12,544 | $ | 62,788 | $ | 62,286 | |||||||||||||||
| Reorganization and other costs | 1,533 | 1,119 | 4,287 | 2,046 | |||||||||||||||||||
| Legal settlement and insurance recoveries, net | — | — | — | (808) | |||||||||||||||||||
| Income before special items (unaudited, non-GAAP) | $ | 18,295 | $ | 13,663 | $ | 67,075 | $ | 63,524 | |||||||||||||||
| International: | |||||||||||||||||||||||
| Income from operations (GAAP) | $ | 1,430 | $ | 1,727 | $ | 10,353 | $ | 6,275 | |||||||||||||||
| Reorganization and other costs | 1,149 | 676 | 1,590 | 1,086 | |||||||||||||||||||
| Income before special items (unaudited, non-GAAP) | $ | 2,579 | $ | 2,403 | $ | 11,943 | $ | 7,361 | |||||||||||||||
| Products and Systems: | |||||||||||||||||||||||
| Income from operations (GAAP) | $ | 937 | $ | 1,031 | $ | 2,651 | $ | 2,510 | |||||||||||||||
| Reorganization and other costs | 205 | — | 356 | 184 | |||||||||||||||||||
| Income before special items (unaudited, non-GAAP) | $ | 1,142 | $ | 1,031 | $ | 3,007 | $ | 2,694 | |||||||||||||||
| Corporate and Eliminations: | |||||||||||||||||||||||
| Loss from operations (GAAP) | $ | (8,774) | $ | (4,762) | $ | (35,220) | $ | (31,245) | |||||||||||||||
| Environmental expense | 486 | 872 | 1,743 | 1,660 | |||||||||||||||||||
| Reorganization and other costs | 1,965 | 291 | 6,421 | 2,201 | |||||||||||||||||||
| Loss before special items (unaudited, non-GAAP) | $ | (6,323) | $ | (3,599) | $ | (27,056) | $ | (27,384) | |||||||||||||||
| Total Company | |||||||||||||||||||||||
| Income from operations (GAAP) | $ | 10,355 | $ | 10,540 | $ | 40,572 | $ | 39,826 | |||||||||||||||
| Legal settlement and insurance recoveries, net | — | — | — | (808) | |||||||||||||||||||
| Environmental expense | 486 | 872 | 1,743 | 1,660 | |||||||||||||||||||
| Reorganization and other costs | 4,852 | 2,086 | 12,654 | 5,517 | |||||||||||||||||||
| Income before special items (unaudited, non-GAAP) | $ | 15,693 | $ | 13,498 | $ | 54,969 | $ | 46,195 | |||||||||||||||
10
Mistras Group, Inc. and Subsidiaries
Unaudited Summary Cash Flow Information
(in thousands)
| Three months ended December 31, | Year ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net cash provided by (used in): | |||||||||||||||||||||||
| Operating activities | $ | 32,138 | $ | 25,658 | $ | 32,981 | $ | 50,129 | |||||||||||||||
| Investing activities | (6,158) | (4,214) | (25,122) | (21,366) | |||||||||||||||||||
| Financing activities | (26,811) | (21,151) | (595) | (27,398) | |||||||||||||||||||
| Effect of exchange rate changes on cash | 1,034 | (2,337) | 2,427 | (694) | |||||||||||||||||||
| Net change in cash and cash equivalents | $ | 203 | $ | (2,044) | $ | 9,691 | $ | 671 | |||||||||||||||
Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of Net Cash Provided by Operating Activities (GAAP) to Free Cash Flow (non-GAAP)
(in thousands)
| Three months ended December 31, | Year ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net cash provided by operating activities (GAAP) | $ | 32,138 | $ | 25,658 | $ | 32,981 | $ | 50,129 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Purchases of property, plant and equipment | (6,140) | (3,587) | (24,674) | (17,902) | |||||||||||||||||||
| Purchases of intangible assets | (1,352) | (1,252) | (4,518) | (5,084) | |||||||||||||||||||
| Free cash flow (non-GAAP) | $ | 24,646 | $ | 20,819 | $ | 3,789 | $ | 27,143 | |||||||||||||||
11
Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of Gross Debt (GAAP) to Net Debt (non-GAAP)
(in thousands)
| December 31, 2025 | December 31, 2024 | |||||||||||||
| Current portion of long-term debt | $ | 12,849 | $ | 11,591 | ||||||||||
| Long-term debt, net of current portion | 165,143 | 158,056 | ||||||||||||
| Total Gross Debt (GAAP) | 177,992 | 169,647 | ||||||||||||
| Less: Cash and cash equivalents | (28,008) | (18,317) | ||||||||||||
| Total Net Debt (non-GAAP) | $ | 149,984 | $ | 151,330 | ||||||||||
12
Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of Net Income (GAAP) to Adjusted EBITDA (non-GAAP)
(in thousands)
| Three months ended December 31, | Year ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | 3,760 | $ | 5,298 | $ | 16,921 | $ | 18,970 | |||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests, net of taxes | (138) | 20 | 84 | 12 | |||||||||||||||||||
| Net income attributable to Mistras Group, Inc. | $ | 3,898 | $ | 5,278 | $ | 16,837 | $ | 18,958 | |||||||||||||||
| Interest expense | 3,699 | 3,922 | 14,643 | 17,067 | |||||||||||||||||||
| Income tax expense | 1,865 | 1,365 | 5,557 | 5,274 | |||||||||||||||||||
| Depreciation and amortization | 7,847 | 8,284 | 31,008 | 33,010 | |||||||||||||||||||
Share-based compensation expense(1) | 1,118 | 957 | 5,216 | 5,071 | |||||||||||||||||||
| Other income | — | (6) | — | (1,485) | |||||||||||||||||||
Reorganization and other costs(1) | 4,852 | 2,085 | 12,654 | 5,517 | |||||||||||||||||||
| Environmental expense | 486 | 872 | 1,743 | 1,660 | |||||||||||||||||||
| Legal settlement and insurance recoveries, net | — | — | — | (808) | |||||||||||||||||||
| Foreign exchange (gain) loss | 1,031 | (1,782) | 3,451 | (1,805) | |||||||||||||||||||
| Adjusted EBITDA | $ | 24,796 | $ | 20,975 | $ | 91,109 | $ | 82,459 | |||||||||||||||
(1) For the three months ended December 31, 2025, the Company recognized share-based compensation expense within Reorganization and other costs of $0.6 million. For the year ended December 31, 2025, the Company recognized share-based compensation expense within Reorganization and other costs of $2.6 million.
13
Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of Net Income (GAAP) and Diluted EPS (GAAP) to Net Income Excluding Special Items (non-GAAP) and Diluted EPS Excluding Special Items (non-GAAP)
(tabular dollars in thousands, except per share data)
| Three months ended December 31, | Year ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income attributable to Mistras Group, Inc. (GAAP) | $ | 3,898 | $ | 5,278 | $ | 16,837 | $ | 18,958 | |||||||||||||||
| Special items | 5,338 | 2,952 | 14,397 | 4,884 | |||||||||||||||||||
| Tax impact on special items | (1,218) | (705) | (3,181) | (1,168) | |||||||||||||||||||
| Special items, net of tax | $ | 4,120 | $ | 2,247 | $ | 11,216 | $ | 3,716 | |||||||||||||||
| Net income attributable to Mistras Group, Inc. Excluding Special Items (non-GAAP) | $ | 8,018 | $ | 7,525 | $ | 28,053 | $ | 22,674 | |||||||||||||||
Diluted EPS (GAAP)(1) | $ | 0.12 | $ | 0.17 | $ | 0.53 | $ | 0.60 | |||||||||||||||
| Special items, net of tax | $ | 0.13 | $ | 0.07 | $ | 0.35 | $ | 0.12 | |||||||||||||||
| Diluted EPS Excluding Special Items (non-GAAP) | $ | 0.25 | $ | 0.24 | $ | 0.88 | $ | 0.72 | |||||||||||||||
(1) For the three months ended December 31, 2025, 7,000 shares related to restricted stock units ("RSUs") were anti-dilutive and therefore were excluded from the calculation of diluted earnings per share. For the year ended December 31, 2025, 11,000 shares, related to stock options and 17,000 shares, related to RSUs were anti-dilutive and therefore were excluded from the calculation of diluted earnings per share.
14