8-K
Mistras Group, Inc. (MG)
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 7, 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
Item 2.02. Results of Operations and Financial Condition
On May 7, 2025, Mistras Group, Inc. (the "Company," "we," "us" and "our") issued a press release announcing the financial results for our first quarter of 2025, which ended March 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 (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 May7, 2025
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 7, 2025 | By: | /s/ Edward J. Prajzner | |
| Name: | Edward J. Prajzner | ||
| Title: | Senior Executive Vice President and Chief Financial Officer | ||
| Exhibit No. | Description | ||
| --- | --- | ||
| 99.1 | Press release issued by Mistras Group, Inc. on May7, 2025 |
3
Document
Exhibit 99.1
MISTRAS Announces First Quarter 2025 Results
Reinvigorated senior leadership with recently on-boarded, high-caliber positions with proven industry experience, to focus on delivering value to customers
Integrated Data Solutions capabilities for customers worldwide combining data-centric services, software solutions, and technology, to evolve a scalable, full life cycle asset protection ecosystem
Unified accredited laboratories with integrated service capabilities, to significantly reduce cycle times, increase speed to market and simplify quality assurance across Aerospace and Defense platform
PRINCETON JUNCTION, N.J., May 7, 2025 (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 ended March 31, 2025.
Highlights for the First Quarter 2025*
•Revenue of $161.6 million, a decrease of 12.4%
•Gross profit of $40.9 million, with gross profit margin of 25.3%, an increase of 30 basis points
•Selling, general, and administrative (“SG&A”) expenses of $35.7 million, down 1.7%
•Net loss of $3.2 million inclusive of Special items of $3.6 million, with Adjusted EBITDA of $12.0 million
•Net cash provided by operating activities of $5.6 million, an increase of $5.0 million
*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 consolidated statement 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.
Natalia Shuman, President and Chief Executive Officer commented “despite the larger than anticipated year-over-year decline in revenue driven by overall market uncertainty, we were nevertheless able to rapidly calibrate costs and expenses down during the first quarter to our revenue level, in order to preserve our operational metrics. With a continued focus on cost and expense management, including a reduction in our administrative support functional costs, and coupled with anticipated revenue growth across all primary industries, we are confident these drivers will provide an improvement in key profitability measures over the remainder of the year.”
Ms. Shuman continued, “we are closely monitoring potential industry headwinds caused by global market uncertainty driven by our customers’ reactions to tariffs and other market conditions, changes to U.S. trade policy and other market conditions, and the potential impact this could have on our global businesses. We are well positioned to maintain share in the primary industries we serve by leveraging our proprietary technological advantages and testing methods. We are also focusing on our other existing end markets such as Industrials, Infrastructure, & Other Process Industries, where our testing and inspection services as well as data analytics would be enablers to drive growth in the future.”
For the first quarter of 2025, consolidated revenue was $161.6 million, a decrease of 12.4% from the first quarter of 2024. This decline was primarily driven by a $16.6 million decrease in Oil & Gas market revenues and declines in other key markets due to macroeconomic demand factors, which was partially offset by growth in the Industrials market. The overall Oil & Gas revenue decline was primarily driven by modest spring turnaround activity as anticipated, along with unexpected softness in demand in the Midstream sector.
Although gross profit declined in the first quarter of 2025, gross profit margin nevertheless increased 30 basis points. This improvement was due to lower healthcare claims expense in the current year period and a favorable sales mix.
The Company's results reflect certain overhead and personnel expenses which have been reclassified in the Consolidated Statements of Income (loss) from SG&A to Cost of Revenue, as it is determined this reclassification would be preferable as it provides greater transparency regarding the true cost of the Company’s revenue and aligns with how the business is managed. These overhead and personnel costs, 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 that revenue. The reclassification recorded within the financials was $6.0 million and $4.9 million for the three months ended March 31, 2025 and March 31, 2024.
SG&A in the first quarter of 2025 was $35.7 million, down $0.6 million or 1.7%, from the prior year comparable period despite adverse foreign exchange translation within SG&A of $0.9 million. This decrease in SG&A reflects the continued cost discipline and focus on calibration of overhead costs relative to the revenue level achieved.
The Company reported a quarterly net loss of $3.2 million, or ($0.10) per share, compared to a net income of $1.0 million or $0.03 per share in the prior year period. Net loss excluding Special Items (non-GAAP) was ($0.3) million, or ($0.01) per share for the first quarter of 2025, compared to a net income of $2.2 million, or $0.07 per share in the prior year period.
Adjusted EBITDA was $12.0 million in the first quarter of 2025, compared to $16.2 million in the prior year period, a decline of 25.4%. Nevertheless, Adjusted EBITDA for the first quarter of 2025 was the second highest first quarter Adjusted EBITDA performance for the Company over the last five years.
Cash Flow and Balance Sheet
The Company’s net cash provided by operating activities was $5.6 million for the first quarter of 2025, compared to $0.6 million in the prior year period. Free cash flow (non-GAAP) was negative $0.2 million for the first quarter of 2025, compared to negative $5.3 million in the prior year period. The Company’s improved free cash flow was primarily attributable to a favorable working capital reduction compared to the prior year period.
The Company’s gross debt was $171.9 million as of March 31, 2025, compared to $169.6 million as of December 31, 2024. The Company is typically a net borrower in the first quarter of each year and remains committed to using free cash flow to fund strategic capital expenditures and reduce debt throughout the remainder of 2025.
Reorganization and Other Costs
For the first quarter of 2025, the Company recorded $3.1 million of reorganization and other costs related to continued calibration of the Company’s support, overhead, and other related costs.
2025 Outlook
The Company is not providing full year guidance for fiscal 2025 due to unprecedented market uncertainty as a result of tariffs, changes to U.S. trade policy and other market conditions and while the new CEO is still reviewing the Company’s entire portfolio of businesses.
Conference Call
In connection with this release, MISTRAS will hold a conference call on May 8, 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://mistras-q1-earnings.open-exchange.net/.
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
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, the impacts of foreign currency exchange risks and recently announced U.S. foreign tariffs and changes to U.S trade policy on our business and financial results, and additional operational and strategic actions that we expect or seek to take in furtherance of our strategies and activities to 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 filed 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 term “free cash flow”, a non-GAAP financial measure the Company defines 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. 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.
Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| ASSETS | (unaudited) | |||
| Current Assets | ||||
| Cash and cash equivalents | $ | 18,536 | $ | 18,317 |
| Accounts receivable, net | 128,192 | 127,281 | ||
| Inventories | 14,141 | 14,485 | ||
| Prepaid expenses and other current assets | 15,104 | 12,387 | ||
| Total current assets | 175,973 | 172,470 | ||
| Property, plant and equipment, net | 82,796 | 80,892 | ||
| Intangible assets, net | 39,187 | 39,708 | ||
| Goodwill | 181,530 | 181,442 | ||
| Deferred income taxes | 6,351 | 6,267 | ||
| Other assets | 40,952 | 42,259 | ||
| Total assets | $ | 526,789 | $ | 523,038 |
| LIABILITIES AND EQUITY | ||||
| Current Liabilities | ||||
| Accounts payable | $ | 13,385 | $ | 11,128 |
| Accrued expenses and other current liabilities | 85,485 | 85,233 | ||
| Current portion of long-term debt | 12,374 | 11,591 | ||
| Current portion of finance lease obligations | 5,735 | 5,317 | ||
| Income taxes payable | 573 | 1,656 | ||
| Total current liabilities | 117,552 | 114,925 | ||
| Long-term debt, net of current portion | 159,500 | 158,056 | ||
| Obligations under finance leases, net of current portion | 15,871 | 15,162 | ||
| Deferred income taxes | 2,093 | 1,973 | ||
| Other long-term liabilities | 32,772 | 34,027 | ||
| Total liabilities | 327,788 | 324,143 | ||
| Commitments and contingencies | ||||
| Equity | ||||
| Preferred stock, 10,000,000 shares authorized | — | — | ||
| Common stock, $0.01 par value, 200,000,000 shares authorized, 31,325,787 and 31,010,375 shares issued and outstanding | 406 | 402 | ||
| Additional paid-in capital | 251,629 | 250,832 | ||
| Accumulated deficit | (13,170) | (9,984) | ||
| Accumulated other comprehensive loss | (40,200) | (42,682) | ||
| Total Mistras Group, Inc. stockholders’ equity | 198,665 | 198,568 | ||
| Noncontrolling interests | 336 | 327 | ||
| Total equity | 199,001 | 198,895 | ||
| Total liabilities and equity | $ | 526,789 | $ | 523,038 |
Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Income (Loss)
(in thousands, except per share data)
| Three months ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Revenue | $ | 161,615 | $ | 184,442 |
| Cost of revenue | 115,286 | 132,355 | ||
| Depreciation | 5,437 | 5,934 | ||
| Gross profit | 40,892 | 46,153 | ||
| Selling, general and administrative expenses | 35,652 | 36,252 | ||
| Environmental expense | 540 | — | ||
| Reorganization and other costs | 3,087 | 1,558 | ||
| Research and engineering | 299 | 343 | ||
| Depreciation and amortization | 2,326 | 2,447 | ||
| (Loss) income from operations | (1,012) | 5,553 | ||
| Interest expense | 3,324 | 4,430 | ||
| (Loss) income before (benefit) provision for income taxes | (4,336) | 1,123 | ||
| (Benefit) provision for income taxes | (1,168) | 119 | ||
| Net (loss) income | (3,168) | 1,004 | ||
| Less: net income attributable to noncontrolling interests, net of taxes | 18 | 9 | ||
| Net (loss) income attributable to Mistras Group, Inc. | $ | (3,186) | $ | 995 |
| Net (loss) income per common share | ||||
| Basic | $ | (0.10) | $ | 0.03 |
| Diluted | $ | (0.10) | $ | 0.03 |
| Weighted-average common shares outstanding: | ||||
| Basic | 31,095 | 30,680 | ||
| Diluted | 31,095 | 31,356 |
Mistras Group, Inc. and Subsidiaries
Unaudited Operating Data by Segment
(in thousands)
| Three months ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Revenues | ||||
| North America | $ | 128,902 | $ | 150,349 |
| International | 33,214 | 33,047 | ||
| Products and Systems | 3,091 | 3,210 | ||
| Corporate and eliminations | (3,592) | (2,164) | ||
| $ | 161,615 | $ | 184,442 | |
| Three months ended March 31, | ||||
| 2025 | 2024 | |||
| Gross profit | ||||
| North America | $ | 30,165 | $ | 35,245 |
| International | 9,088 | 9,269 | ||
| Products and Systems | 1,623 | 1,613 | ||
| Corporate and eliminations | 16 | 26 | ||
| $ | 40,892 | $ | 46,153 |
Mistras Group, Inc. and Subsidiaries
Unaudited Revenues by Category
(in thousands)
Revenue by industry was as follows:
| Three Months Ended March 31, 2025 | North America | International | Products & Systems | Corp/Elim | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Oil & Gas | $ | 85,731 | $ | 10,646 | $ | 187 | — | $ | 96,564 | |
| Aerospace & Defense | 14,007 | 6,281 | 116 | — | 20,404 | |||||
| Industrials | 11,688 | 6,517 | 365 | — | 18,570 | |||||
| Power Generation & Transmission | 3,224 | 985 | 444 | — | 4,653 | |||||
| Other Process Industries | 6,501 | 3,744 | 8 | — | 10,253 | |||||
| Infrastructure, Research & Engineering | 3,701 | 2,562 | 958 | — | 7,221 | |||||
| Petrochemical | 2,523 | 110 | — | — | 2,633 | |||||
| Other | 1,527 | 2,369 | 1,013 | (3,592) | 1,317 | |||||
| Total | $ | 128,902 | $ | 33,214 | $ | 3,091 | $ | (3,592) | $ | 161,615 |
| Three Months Ended March 31, 2024 | North America | International | Products & Systems | Corp/Elim | Total | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Oil & Gas | $ | 103,027 | $ | 10,066 | $ | 72 | — | $ | 113,165 | |
| Aerospace & Defense | 15,375 | 6,732 | 11 | — | 22,118 | |||||
| Industrials | 8,909 | 5,853 | 437 | — | 15,199 | |||||
| Power Generation & Transmission | 3,592 | 1,682 | 578 | — | 5,852 | |||||
| Other Process Industries | 7,928 | 3,933 | 39 | — | 11,900 | |||||
| Infrastructure, Research & Engineering | 3,972 | 2,205 | 409 | — | 6,586 | |||||
| Petrochemical | 3,813 | 531 | — | — | 4,344 | |||||
| Other | 3,733 | 2,045 | 1,664 | (2,164) | 5,278 | |||||
| Total | $ | 150,349 | $ | 33,047 | $ | 3,210 | $ | (2,164) | $ | 184,442 |
Oil & Gas Revenue by sub-industry was as follows:
| Three months ended March 31, | |||
|---|---|---|---|
| 2025 | 2024 | ||
| ( in thousands) | |||
| Oil and Gas Revenue | |||
| Upstream | $ | 41,767 | |
| Midstream | 15,808 | 21,392 | |
| Downstream | 40,505 | 50,006 | |
| Total | $ | 113,165 |
All values are in US Dollars.
Consolidated Revenue by type was as follows:
| Three months ended March 31, | |||
|---|---|---|---|
| 2025 | 2024 | ||
| ( in thousands) | |||
| Field Services | $ | 126,355 | |
| Shop Laboratories | 15,029 | 17,195 | |
| Data Analytical Solutions | 13,981 | 15,539 | |
| Other | 22,430 | 25,353 | |
| Total | $ | 184,442 |
All values are in US Dollars.
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, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| North America: | ||||
| Income from operations (GAAP) | $ | 6,515 | $ | 13,561 |
| Reorganization and other costs | 1,358 | — | ||
| Income from operations before special items (non-GAAP) | $ | 7,873 | $ | 13,561 |
| International: | ||||
| Income from operations (GAAP) | $ | 1,081 | $ | 1,124 |
| Reorganization and other costs | 178 | 102 | ||
| Income from operations before special items (non-GAAP) | $ | 1,259 | $ | 1,226 |
| Products and Systems: | ||||
| Income from operations (GAAP) | $ | 327 | $ | 314 |
| Reorganization and other costs | 151 | 2 | ||
| Income from operations before special items (non-GAAP) | $ | 478 | $ | 316 |
| Corporate and Eliminations: | ||||
| Loss from operations (GAAP) | $ | (8,935) | $ | (9,446) |
| Environmental expense | 540 | — | ||
| Reorganization and other costs | 1,400 | 1,454 | ||
| Loss from operations before special items (non-GAAP) | $ | (6,995) | $ | (7,992) |
| Total Company: | ||||
| (Loss) income from operations (GAAP) | $ | (1,012) | $ | 5,553 |
| Environmental expense | 540 | — | ||
| Reorganization and other costs | 3,087 | 1,558 | ||
| Income from operations before special items (non-GAAP) | $ | 2,615 | $ | 7,111 |
Mistras Group, Inc. and Subsidiaries
Unaudited Summary Cash Flow Information
(in thousands)
| Three months ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Net cash provided by (used in): | ||||
| Operating activities | $ | 5,645 | $ | 604 |
| Investing activities | (5,414) | (5,648) | ||
| Financing activities | (702) | 5,127 | ||
| Effect of exchange rate changes on cash | 690 | (874) | ||
| Net change in cash and cash equivalents | $ | 219 | $ | (791) |
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 March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Net cash provided by operating activities (GAAP) | $ | 5,645 | $ | 604 |
| Less: | ||||
| Purchases of property, plant and equipment | (4,555) | (4,804) | ||
| Purchases of intangible assets | (1,267) | (1,117) | ||
| Free cash flow (non-GAAP) | $ | (177) | $ | (5,317) |
Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of Gross Debt (GAAP) to Net Debt (non-GAAP)
(in thousands)
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Current portion of long-term debt | $ | 12,374 | $ | 11,591 |
| Long-term debt, net of current portion | 159,500 | 158,056 | ||
| Total Debt (Gross) | 171,874 | 169,647 | ||
| Less: Cash and cash equivalents | (18,536) | (18,317) | ||
| Total Debt (Net) | $ | 153,338 | $ | 151,330 |
Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of Net Income (Loss) (GAAP) to Adjusted EBITDA (non-GAAP)
(in thousands)
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Net (loss) income (GAAP) | $ | (3,168) | $ | 1,004 |
| Less: Net income attributable to non-controlling interests, net of taxes | 18 | 9 | ||
| Net (loss)/income attributable to Mistras Group, Inc. | $ | (3,186) | $ | 995 |
| Interest expense | 3,324 | 4,430 | ||
| Income tax (benefit)/expense | (1,168) | 119 | ||
| Depreciation and amortization | 7,763 | 8,381 | ||
| Share-based compensation expense | 1,302 | 1,228 | ||
| Reorganization and other costs(1) | 3,087 | 1,558 | ||
| Environmental expense | 540 | — | ||
| Foreign exchange loss (gain) | 374 | (561) | ||
| Adjusted EBITDA (non-GAAP) | $ | 12,036 | $ | 16,150 |
_______________
(1) For the three months ended March 31, 2025, the Company recognized share-based compensation expense within Reorganization and other costs of $1.0 million.
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 March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Net (loss) income attributable to Mistras Group, Inc. (GAAP) | $ | (3,186) | $ | 995 |
| Special items | 3,627 | 1,558 | ||
| Tax impact on special items | (781) | (381) | ||
| Special items, net of tax | $ | 2,846 | $ | 1,177 |
| Net (loss) income attributable to Mistras Group, Inc. Excluding Special Items (non-GAAP) | $ | (340) | $ | 2,172 |
| Diluted EPS (GAAP)(1) | $ | (0.10) | $ | 0.03 |
| Special items, net of tax | 0.09 | 0.04 | ||
| Diluted EPS Excluding Special Items (non-GAAP) | $ | (0.01) | $ | 0.07 |
_______________
(1) For the three months ended March 31, 2025, 145,000 shares related to stock options and 808,000 shares related to restricted stock units were excluded from the calculation of diluted (loss) earnings per share due to the net loss for the period.
15