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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): August 6, 2025
 
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 August 6, 2025, Mistras Group, Inc. (the "Company," "we," "us" and "our") issued a press release announcing the financial results for our second quarter and six months ended June 30, 2025. 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,” "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 (Loss) 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    
 
99.1          Press release issued by Mistras Group, Inc. on August 6, 2025
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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: August 6, 2025 By: /s/ Edward J. Prajzner
    Name: Edward J. Prajzner
    Title: Senior Executive Vice President and Chief Financial Officer

Exhibit No.   Description

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EX-99.1 2 a8kexhibit991-q22025.htm EX-99.1 Document



Exhibit 99.1
image_0a.jpg

MISTRAS Announces Second Quarter and First Half 2025 Results

Robust Quarterly Organic Revenue Growth in Aerospace & Defense and Industrial Markets,
with a Significant Expansion in quarter-over-quarter Gross Profit Margin of 200 basis points,
Generating Net Income of $3.0 million, and Achieving Adjusted EBITDA of $24.1 million for the Second Quarter of 2025

PRINCETON JUNCTION, N.J., August 6, 2025 (GLOBE NEWSWIRE) -- MISTRAS Group, Inc. (NYSE: MG), a global leader in technology-enabled industrial asset integrity and testing solutions, reported financial results for its second quarter and six months ended June 30, 2025.

Second Quarter 2025 Key Figures*
•Revenue of $185.4 million, a decrease of 2.3%, yet flat giving effect to the exclusion of voluntary Laboratory consolidations
•Gross profit of $53.9 million, up 5.1% or $2.6 million from $51.3 million, primarily due to an improved business mix and operating efficiencies; Gross profit margin of 29.1% as compared to 27.1%, an expansion of 200 basis points
•Selling, general, and administrative (“SG&A”) expenses of $39.8 million, up 10.0% or $3.6 million from $36.2 million, primarily due to foreign exchange loss of $2.8 million
•Net income of $3.0 million and Earnings Per Diluted Share of $0.10; Net Income Excluding Special Items (Non-GAAP) of $5.8 million and Diluted Earnings Per Share Excluding Special Items (Non-GAAP) of $0.19
•All-time highest second quarter Adjusted EBITDA of $24.1 million, compared to $22.1 million, an increase of 8.9%; Adjusted EBITDA margin of 13.0% as compared to 11.7%, an expansion of 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 condensed consolidated statements of income (loss) 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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Second Quarter and First Half 2025 Additional Detailed Highlights:
Second Quarter results reflect the reclassification of certain overhead and personnel expenses in the Unaudited Condensed Consolidated Statements of Income (Loss), from SG&A to cost of revenue, as the Company determined this reclassification provides greater transparency regarding the true cost of the Company’s revenue, and aligns with how the Company's business is managed. These overhead and personnel expenses, which were determined to be directly related to the Company’s delivery of services, are generally variable to revenue being recognized, and results in gross profit that fully encompasses all costs necessary to generate such revenue. The reclassification recorded within the financials was $4.8 million and $9.7 million for the three and six month periods ended June 30, 2024, respectively. The impact of the reclassification of these costs from SG&A to cost of revenue for full year 2024 was approximately $20.9 million. This reclassification of overhead and personnel expenses had no impact on Operating Income, Net Income or Adjusted EBITDA comparability.

The Company recorded $3.0 million of reorganization and other costs in the second quarter of 2025 related to the Company’s continuing initiative to reduce and recalibrate overhead costs, in addition to incremental costs of other related actions.

Net income was $3.0 million in the second quarter, or $0.10 per diluted share, as compared to net income of $6.4 million, or $0.20 per diluted share in the prior year comparable period. Second quarter net income excluding special items (non-GAAP), was $5.8 million, or $0.19 per diluted share, as compared to net income excluding special items (non-GAAP) of $6.8 million, or $0.21 per diluted share, in the prior year comparable period.

In the first half of 2025, net cash used in operating activities was $3.5 million, a decrease from $5.1 million of net cash provided by operating activities in the prior year period, largely due to an increase in days sales outstanding and working capital timing. Specifically, in the second quarter of 2025, the Company had a buildup in unbilled accounts receivable and a delay in invoicing related to its conversion to a new enterprise resource planning (ERP) system effective as of April 1, 2025. Although unbilled and billed accounts receivable balances increased significantly during the period ended June 30, 2025 related to this ERP implementation, the Company expects a reduction in these balances over the remainder of the year.

Free cash flow (non-GAAP) was negative $16.2 million in the first half of 2025, compared to negative $6.9 million in the prior year comparable period, attributable to the same factors impacting the Company's operating cash flow. On a trailing twelve month basis, which better normalizes year-over-year differences, net cash provided by operating activities was $41.6 million and free cash flow was $17.8 million, despite the first half 2025 year-over-year lagging results, compared to the prior year period. The Company expects free cash flow to normalize in the coming quarters and remains committed to strong free cash flow generation over the second half of 2025.


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The Company’s gross debt was $189.4 million as of June 30, 2025, compared to $169.6 million as of December 31, 2024 and $171.9 million as of March 31, 2025. The increase in gross debt during the period was attributable to the impacts to cash flow described above. The Company’s net debt, a non-GAAP financial measure, was $168.8 million as of June 30, 2025.

The Company’s trailing 12-month total consolidated debt leverage ratio as defined in the Company's credit agreement was just under 2.75 to 1.0 as of June 30, 2025, which was up slightly from December 31, 2024, but still well within the total consolidated debt leverage ratio of 3.75 to 1.0 required under the credit agreement. The Company expects to end fiscal 2025 with a total consolidated debt leverage ratio below 2.50 to 1.0.

Natalia Shuman, President and Chief Executive Officer commented:
“I am very pleased to report our second quarter performance, which resulted in a record Adjusted EBITDA of $24.1 million, up 8.9% year-over-year, reflecting significant improvement in our operating leverage as a result of our strategic initiatives. As we re-tool, re-shape and re-invigorate our business, we have taken many decisive steps to enhance profitability and sharpen our focus. This reflects the strength of our operating model, disciplined cost management, and continued focus on driving efficiencies across the business. These second quarter results demonstrated our ability to deliver value despite market volatility, positioning us well to restart our growth engine. We have adjusted our Company’s organizational structure, delayered the organization, reinforced performance management at each of our labs, and implemented clear key performance indicators (KPIs) which we are using to continuously manage and control our costs. These are not just short-term cost calibrations, they are structural improvements designed to improve and expand decision making capacity, reinforce operational organization and help ensure operating leverage through all business cycles.”

Ms. Shuman continued, “As the market continues to evolve, we are focused on aligning our capabilities to meet increasing demand for more integrated, agile, and data-enabled solutions. By combining advanced technologies with deep operational expertise, we are positioning MISTRAS to lead in high-growth sectors and provide critical support where reliability, safety, and performance matter most.”

2025 Outlook
The Company is not providing full year guidance for fiscal 2025, as the CEO and renewed senior management team are still reviewing the Company’s entire portfolio of businesses. The Company is also continuously assessing market volatility, including the impact of changes in U.S. trade policies, the imposition of tariffs and related retaliatory tariffs, on its business and results for fiscal 2025. Nevertheless, the Company expects its 2025 Adjusted EBITDA to exceed the Adjusted EBITDA level in 2024, which had been the second highest annual level achieved all-time.



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Conference Call
In connection with this release, MISTRAS will hold a conference call on August 7, 2025, at 9:00 a.m. Eastern Standard Time. 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 may pre-register at: https://investors.mistrasgroup.com/events/event-details/fiscal-2025-q2-earnings-call. Following the conference call, an archived webcast of the call 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 global leader in technology-enabled industrial asset integrity 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 Prajzner
Senior Executive Vice President & Chief Financial Officer
+1 (833) MISTRAS | investors@mistrasgroup.com 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.

























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Forward-Looking and Cautionary Statements
Such forward-looking statements include, but are not limited to, the impacts of foreign currency exchange risks, the impacts of our new ERP implementation, including the reduction and normalization of our accounts receivable balances, and recently announced tariffs and retaliatory tariffs and changes to U.S. trade policy on our business and financial results, and additional operational and strategic actions, such as the implementation of KPIs, that we have taken or expect or seek to take in furtherance of our strategies and activities to reduce overhead and related costs and enhance our financial results and 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. 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, 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 terms “free cash flow” and "trailing twelve months free cash flow," non-GAAP financial measures. The Company defines "free cash flow" as cash provided by operating activities less capital expenditures (which is classified as an investing activity). For the term “trailing twelve months free cash flow,” the Company aggregates cash provided by operating activities for the trailing twelve-month period ended June 30, 2025 and subtracts aggregated capital expenditures over the same trailing twelve month period. 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. 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 Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
 
June 30, 2025 December 31, 2024
ASSETS (unaudited)
Current Assets
Cash and cash equivalents $ 20,602  $ 18,317 
Accounts receivable, net 159,823  127,281 
Inventories 15,118  14,485 
Prepaid expenses and other current assets 18,409  12,387 
Total current assets 213,952  172,470 
Property, plant and equipment, net 85,909  80,892 
Intangible assets, net 39,571  39,708 
Goodwill 185,125  181,442 
Deferred income taxes 6,693  6,267 
Other assets 39,793  42,259 
Total assets $ 571,043  $ 523,038 
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable $ 18,238  $ 11,128 
Accrued expenses and other current liabilities 90,482  85,233 
Current portion of long-term debt 13,069  11,591 
Current portion of finance lease obligations 5,677  5,317 
Income taxes payable 1,028  1,656 
Total current liabilities 128,494  114,925 
Long-term debt, net of current portion 176,345  158,056 
Obligations under finance leases, net of current portion 15,894  15,162 
Deferred income taxes 2,216  1,973 
Other long-term liabilities 31,919  34,027 
Total liabilities 354,868  324,143 
Commitments and contingencies
Equity
Preferred stock, 10,000,000 shares authorized —  — 
Common stock, $0.01 par value, 200,000,000 shares authorized, 31,538,050 and 31,010,375 shares issued and outstanding 465  402 
Additional paid-in capital 253,879  250,832 
Accumulated deficit (10,153) (9,984)
Accumulated other comprehensive loss (28,343) (42,682)
Total Mistras Group, Inc. stockholders’ equity 215,848  198,568 
Noncontrolling interests 327  327 
Total equity 216,175  198,895 
Total liabilities and equity $ 571,043  $ 523,038 


6




Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Income (Loss)
(in thousands, except per share data)
 
Three months ended June 30, Six months ended June 30,
2025 2024 2025 2024
Revenue $ 185,405  $ 189,773  $ 347,020  $ 374,215 
Cost of revenue 125,739  132,536  241,025  264,892 
Depreciation 5,721  5,897  11,158  11,831 
Gross profit 53,945  51,340  94,837  97,492 
Selling, general and administrative expenses 39,793  36,181  75,445  72,431 
Reorganization and other costs 2,951  518  6,038  2,076 
Environmental expense 518  —  1,058  — 
Legal settlement and insurance recoveries, net —  60  —  60 
Research and engineering 269  231  568  575 
Depreciation and amortization 1,986  2,391  4,312  4,839 
Income from operations 8,428  11,959  7,416  17,511 
Interest expense 4,239  4,413  7,563  8,842 
Income (loss) before provision (benefit) for income taxes 4,189  7,546  (147) 8,669 
Provision (benefit) for income taxes 1,063  1,173  (105) 1,292 
Net income (loss) 3,126  6,373  (42) 7,377 
Less: net income attributable to noncontrolling interests, net of taxes 109  127  13 
Net income (loss) attributable to Mistras Group, Inc. $ 3,017  $ 6,369  $ (169) $ 7,364 
Net income (loss) per common share
Basic $ 0.10  $ 0.21  $ —  $ 0.24 
Diluted $ 0.10  $ 0.20  $ —  $ 0.23 
Weighted-average common shares outstanding:
Basic 31,439  30,979  31,268  30,842 
Diluted 31,693  31,293  31,268  31,358 
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Mistras Group, Inc. and Subsidiaries
Unaudited Operating Data by Segment
(in thousands)

Three months ended June 30, Six months ended June 30,
2025 2024 2025 2024
Revenue
North America $ 147,992  $ 156,394  $ 276,894  $ 306,743 
International 39,077  34,264  72,291  67,311 
Products and Systems 2,740  3,373  5,831  6,583 
Corporate and eliminations (4,404) (4,258) (7,996) (6,422)
Total $ 185,405  $ 189,773  $ 347,020  $ 374,215 


Three months ended June 30, Six months ended June 30,
2025 2024 2025 2024
Gross profit
North America $ 40,384  $ 39,874  $ 70,549  $ 75,250 
International 12,270  9,890  21,358  19,157 
Products and Systems 1,337  1,555  2,960  3,036 
Corporate and eliminations (46) 21  (30) 49 
$ 53,945  $ 51,340  $ 94,837  $ 97,492 









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

Revenue by industry was as follows:

Three Months Ended June 30, 2025 North America International Products & Systems Corp/Elim Total
Oil & Gas $ 92,634  $ 9,943  $ 239  $ —  $ 102,816 
Aerospace & Defense 16,848  7,014  140  —  24,002 
Industrials 11,647  7,597  360  —  19,604 
Power Generation & Transmission 9,320  2,097  376  —  11,793 
Other Process Industries 5,877  5,172  —  —  11,049 
Infrastructure, Research & Engineering 3,461  4,020  579  —  8,060 
Petrochemical 3,112  —  —  3,113 
Other 5,091  3,234  1,046  (4,404) 4,967 
Total $ 147,992  $ 39,077  $ 2,740  $ (4,404) $ 185,405 

Three Months Ended June 30, 2024 North America International Products & Systems Corp/Elim Total
Oil & Gas $ 96,356  $ 12,735  $ 165  $ —  $ 109,256 
Aerospace & Defense 16,596  5,697  47  —  22,340 
Industrials 11,853  5,878  563  —  18,294 
Power Generation & Transmission 7,332  1,254  447  —  9,033 
Other Process Industries 10,368  4,504  37  —  14,909 
Infrastructure, Research & Engineering 5,125  2,813  695  —  8,633 
Petrochemical 3,848  171  —  —  4,019 
Other 4,916  1,212  1,419  (4,258) 3,289 
Total $ 156,394  $ 34,264  $ 3,373  $ (4,258) $ 189,773 

Six Months Ended June 30, 2025 North America International Products & Systems Corp/Elim Total
Oil & Gas $ 178,365  $ 20,589  $ 426  $ —  $ 199,380 
Aerospace & Defense 30,855  13,295  256  —  44,406 
Industrials 23,335  14,114  725  —  38,174 
Power Generation & Transmission 12,544  3,082  820  —  16,446 
Other Process Industries 12,378  8,916  —  21,302 
Infrastructure, Research & Engineering 7,162  6,582  1,537  —  15,281 
Petrochemical 5,635  111  —  —  5,746 
Other 6,620  5,602  2,059  (7,996) 6,285 
Total $ 276,894  $ 72,291  $ 5,831  $ (7,996) $ 347,020 

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Six Months Ended June 30, 2024 North America International Products & Systems Corp/Elim Total
Oil & Gas $ 199,383  $ 22,801  $ 237  $ —  $ 222,421 
Aerospace & Defense 31,971  12,429  58  —  44,458 
Industrials 20,762  11,731  1,000  —  33,493 
Power Generation & Transmission 10,924  2,936  1,025  —  14,885 
Other Process Industries 18,296  8,437  76  —  26,809 
Infrastructure, Research & Engineering 9,097  5,018  1,104  —  15,219 
Petrochemical 7,661  702  —  —  8,363 
Other 8,649  3,257  3,083  (6,422) 8,567 
Total $ 306,743  $ 67,311  $ 6,583  $ (6,422) $ 374,215 


The Company has retrospectively reclassified certain Oil and Gas sub-category revenues for the periods shown below in order to conform the classification with the current period presentation. Total Oil and Gas sub-category revenues were unchanged in total.

  2024 Quarterly Revenues
  Three months ended March 31, Three months ended June 30, Three months ended September 30, Three months ended December 31,
Oil and Gas Revenue by sub-category    
Upstream $ 39,514  $ 41,013  $ 40,756  $ 36,753 
Midstream 18,533  20,786  20,790  20,033 
Downstream 55,118  47,457  37,957  40,212 
Total $ 113,165  $ 109,256  $ 99,503  $ 96,998 

  2025 Quarterly Revenues
  Three months ended March 31,
Oil and Gas Revenue by sub-category  
Upstream $ 36,820 
Midstream 15,341 
Downstream 44,403 
Total $ 96,564 

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Oil and Gas Revenue by sub-category
Upstream $ 38,180  $ 41,013  $ 75,000  $ 80,527 
Midstream 18,575  20,786  33,916  39,319 
Downstream 46,061  47,457  90,464  102,575 
Total $ 102,816  $ 109,256  $ 199,380  $ 222,421 










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Consolidated Revenue by type was as follows:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Revenue by type
Field Services $ 123,484  $ 134,528  $ 233,659  $ 260,883 
Shop Laboratories 15,682  16,938  30,711  34,133 
Data Analytical Solutions 18,330  18,342  32,311  33,881 
Other 27,909  19,965  50,339  45,318 
Total $ 185,405  $ 189,773  $ 347,020  $ 374,215 
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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 June 30, Six months ended June 30,
2025 2024 2025 2024
North America:
Income from operations (GAAP) $ 16,758  $ 18,727  $ 23,273  $ 32,287 
Reorganization and other costs 1,113  92  2,471  92 
Legal settlement and insurance recoveries, net —  60  —  60 
Income from operations before special items (non-GAAP) $ 17,871  $ 18,879  $ 25,744  $ 32,439 
International:
Income from operations (GAAP) $ 4,004  $ 1,647  $ 5,085  $ 2,771 
Reorganization and other costs 92  161  270  263 
Income from operations before special items (non-GAAP) $ 4,096  $ 1,808  $ 5,355  $ 3,034 
Products and Systems:
Income from operations (GAAP) $ 336  $ 495  $ 663  $ 809 
Reorganization and other costs —  —  151 
Income from operations before special items (non-GAAP) $ 336  $ 495  $ 814  $ 811 
Corporate and Eliminations:
Loss from operations (GAAP) $ (12,670) $ (8,910) $ (21,605) $ (18,356)
Environmental expense 518  —  1,058  — 
Reorganization and other costs 1,746  265  3,146  1,719 
Loss from operations before special items (non-GAAP) $ (10,406) $ (8,645) $ (17,401) $ (16,637)
Total Company:
Income from operations (GAAP) $ 8,428  $ 11,959  $ 7,416  $ 17,511 
Environmental expense 518  —  1,058  — 
Reorganization and other costs 2,951  518  6,038  2,076 
Legal settlement and insurance recoveries, net —  60  —  60 
Income from operations before special items (non-GAAP) $ 11,897  $ 12,537  $ 14,512  $ 19,647 
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Mistras Group, Inc. and Subsidiaries
Unaudited Summary Cash Flow Information
(in thousands)
Three months ended June 30, Six months ended June 30,
2025 2024 2025 2024
Net cash provided by (used in):
Operating activities $ (9,098) $ 4,511  $ (3,453) $ 5,115 
Investing activities (6,451) (5,569) (11,865) (11,217)
Financing activities 15,623  134  14,921  5,261 
Effect of exchange rate changes on cash 1,992  1,246  2,682  372 
Net change in cash and cash equivalents $ 2,066  $ 322  $ 2,285  $ (469)


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 June 30, Six months ended June 30,
2025 2024 2025 2024
Net cash provided by operating activities (GAAP) $ (9,098) $ 4,511  $ (3,453) $ 5,115 
Less:
    Purchases of property, plant and equipment (5,870) (4,795) (10,425) (9,599)
    Purchases of intangible assets (1,048) (1,287) (2,315) (2,404)
Free cash flow (non-GAAP) $ (16,016) $ (1,571) $ (16,193) $ (6,888)


Mistras Group, Inc. and Subsidiaries
Unaudited Trailing Twelve months Free Cash Flow (non-GAAP)
(in thousands)
Trailing twelve months ended(1)
June 30, 2025
Net cash provided by operating activities (GAAP) $ 41,561 
Less:
    Purchases of property, plant and equipment (18,728)
    Purchases of intangible assets (4,995)
Free cash flow (non-GAAP) $ 17,838 
_____________
(1) As reported and reconciled for each respective quarterly period during the trailing twelve months ended June 30, 2025. Refer to the Company's Current Reports on Form 8-K furnishing pursuant to Item 2.02 the Company's financial results for each respective quarterly period included in the trailing twelve month period.


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

June 30, 2025 December 31, 2024
Current portion of long-term debt $ 13,069  $ 11,591 
Long-term debt, net of current portion 176,345  158,056 
Total Debt (Gross) 189,414  169,647 
Less: Cash and cash equivalents (20,602) (18,317)
Total Debt (Net) $ 168,812  $ 151,330 

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Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of Net Income (Loss) (GAAP) to Adjusted EBITDA (non-GAAP)
(in thousands)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net income (loss) (GAAP) $ 3,126  $ 6,373  $ (42) $ 7,377 
Less: Net income attributable to non-controlling interests, net of taxes 109  127  13 
Net income (loss) attributable to Mistras Group, Inc. $ 3,017  $ 6,369  $ (169) $ 7,364 
Interest expense 4,239  4,413  7,563  8,842 
Income tax (benefit)/expense 1,063  1,173  (105) 1,292 
Depreciation and amortization 7,707  8,288  15,470  16,670 
Share-based compensation expense 1,827  1,536  3,129  2,764 
Reorganization and other related costs(1)
2,951  518  6,038  2,076 
Environmental expense 518  —  1,058  — 
Legal settlement and insurance recoveries, net —  60  —  60 
Foreign exchange loss (gain) 2,784  (227) 3,157  (789)
Adjusted EBITDA (non-GAAP) $ 24,106  $ 22,130  $ 36,141  $ 38,279 
_______________
(1) For the three months ended June 30, 2025, the Company recognized share-based compensation expense within Reorganization and other costs of $0.5 million. For the six months ended June 30, 2025, the Company recognized share-based compensation expense within Reorganization and other costs of $1.5 million.
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Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of Net Income (Loss) (GAAP) and Diluted EPS (GAAP) to
Net Income (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 June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net income (loss) attributable to Mistras Group, Inc. (GAAP) $ 3,017  $ 6,369  $ (169) $ 7,364 
Special items 3,469  578  7,096  2,136 
Tax impact on special items (720) (140) (1,501) (521)
Special items, net of tax $ 2,749  $ 438  $ 5,595  $ 1,615 
Net income attributable to Mistras Group, Inc. Excluding Special Items (non-GAAP) $ 5,766  $ 6,807  $ 5,426  $ 8,979 
Diluted EPS (GAAP)(1)
$ 0.10  $ 0.20  $ —  $ 0.23 
Special items, net of tax 0.09  0.01  0.18  0.05 
Diluted EPS Excluding Special Items (non-GAAP) $ 0.19  $ 0.21  $ 0.18  $ 0.28 
_______________
(1) For the three months ended June 30, 2025, 375,000 shares, related to stock options and 877,000 shares, related to restricted stock units were anti-dilutive and therefore were excluded from the calculation of diluted earnings (loss) per share. For the six months ended June 30, 2025, 106,000 shares, related to stock options and 867,000 shares, related to restricted stock units were excluded from the calculation of diluted earnings (loss) per share due to the net loss for the period.



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