MISTRAS Announces Third Quarter 2025 Results

Robust Quarterly Organic Revenue Growth of 7.0%,with an Expansion in Quarter-Over-Quarter Gross Profit Margin of 300 Basis Points,Generating Net Income of $13.1 million and Earnings Per Diluted Share of $0.41, Achieving Record Adjusted EBITDA of $30.2 million PRINCETON JUNCTION, N.J., Nov. 04, 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 third quarter and nine months ended September 30, 2025. Third Quarter 2025 Key Figures* Revenue of $195.5 million, an increase of 7.0%, with growth across five largest industries Gross profit of $58.2 million, up 19.0% or $9.3 million from $48.9 million, Gross profit margin of 29.8% as compared to 26.8%, an expansion of 300 basis pointsNet income of $13.1 million and Earnings Per Diluted Share of $0.41Adjusted EBITDA of $30.2 million, compared to $23.3 million, an increase of 29.6%; Adjusted EBITDA margin of 15.4% as compared to 12.7%, an expansion of 270 basis points Year-to-Date 2025 Key Figures* Revenue of $542.6 million, a decrease of 2.6%, yet essentially flat giving effect to the exclusion of voluntary Laboratory consolidationsGross profit of $153.0 million, up 4.5% or $6.6 million from $146.4 million, Gross profit margin of 28.2% as compared to 26.3%, an expansion of 190 basis pointsNet income of $12.9 million and Earnings Per Diluted Share of $0.41Adjusted EBITDA of $66.3 million, compared to $61.6 million, an increase of 7.7%; Adjusted EBITDA margin of 12.2% as compared to 11.1%, an expansion of 110 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 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:“I am pleased to report our third quarter performance, which resulted in quarterly Adjusted EBITDA of $30.2 million, up nearly 30% year-over-year, reflecting continued material improvement in our operating leverage and pursuit of profitable growth and diversification. We believe that this growth reflects the strength of our operating model, disciplined cost management, and continued focus on driving efficiencies across the business. We also achieved an increase in revenue of 7.0%, with growth generated in each of our five largest industries served, including double-digit growth in Aerospace & Defense, Industrials, Infrastructure, and Power Generation. This overall revenue growth was driven by market demand for our services and demonstrates the success of our comprehensive solutions and our ability to deliver on our customers’ expectations.” Ms. Shuman continued, “We have the foundation, technical know-how, proven expertise and the people to win. We are advancing our organizational systems, empowering our technicians with digital tools, and investing in relationships with our customers to drive ROI and shareholder value.” Third Quarter and First Nine Months 2025 Additional Detailed Highlights:The Company’s prior year results reflect the reclassification of certain overhead and personnel expenses in the Unaudited Condensed Consolidated Statements of Income, from SG&A to cost of revenue. The reclassification recorded within the financials was $5.7 million and $15.4 million for the three and nine month periods ended September 30, 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 $20.4 million in the third quarter of 2025, as compared to $11.9 million in the prior year comparable period, an increase of 71.9% year over year. Third quarter income from operations before special items (non-GAAP) was $22.3 million as compared to $13.1 million in the prior year comparable period. The Company recorded $1.8 million of reorganization and other costs in the third quarter of 2025 related to the Company’s continued actions to reduce support, overhead, and other related costs. Net income was $13.1 million in the third quarter of 2025, or $0.41 per diluted share, as compared to net income of $6.4 million, or $0.20 per diluted share, in the prior year comparable period. Third quarter net income excluding special items (non-GAAP) was $14.6 million, or $0.46 per diluted share, as compared to net income excluding special items (non-GAAP) of $6.3 million, or $0.20 per diluted share, in the prior year comparable period. In the first nine months of 2025, net cash provided by operating activities was $0.8 million, a decrease from $24.5 million of net cash provided by operating activities in the prior year period. Free cash flow (non-GAAP) was negative $20.9 million in the first nine months of 2025, compared to positive $6.3 million in the prior year comparable period. This decrease in net cash provided by operating activities and free cash flow (non-GAAP) is largely due to an increase in accounts receivable related to working capital timing. The Company’s gross debt was $202.3 million as of September 30, 2025, compared to $169.6 million and $189.4 million as of December 31, 2024 and June 30, 2025, respectively. The Company’s net debt, a non-GAAP financial measure, was $174.5 million as of September 30, 2025 as compared to $151.3 million and $168.8 million as of December 31, 2024 and June 30, 2025, respectively. 2025 Outlook Although strong revenue growth was achieved in the third quarter, the Company expects full-year 2025 revenue to be between $716.0 million to $720.0 million. This would represent essentially flat performance compared to the prior year, giving effect to the exclusion of voluntary Laboratory consolidations of approximately 1% in full year 2025 revenue resulting from the Company’s ongoing efforts to exit unprofitable business during 2025. Adjusted EBITDA has continued to improve and is expected to increase for full-year 2025. Accordingly, the Company is raising its prior qualitative Adjusted EBITDA guidance range of exceeding the 2024 Adjusted EBITDA level of $82.5 million. Based on the strong third quarter performance and the current fourth quarter forecast, the Company now expects its full-year Adjusted EBITDA to be between $86.0 million to $88.0 million. Conference Call In connection with this release, MISTRAS will hold a conference call on November 5, 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 wishing to participate in the live question and answer session may pre-register at: https://mistras-q3-earnings-2025.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 and 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 PrajznerSenior Executive Vice President & Chief Financial Officer+1 (833) MISTRAS | investors@mistrasgroup.com Forward-Looking and Cautionary StatementsCertain 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, enhancements in our organizational systems, tools and integrated solutions, the Company's efforts to voluntarily exit unprofitable business and our outlook and expectations for full-year 2025 revenue and Adjusted EBITDA. 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 MeasuresIn 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. Mistras Group, Inc. and SubsidiariesUnaudited Summary Condensed Consolidated Balance Sheets(in thousands) September 30, 2025 December 31, 2024ASSETS (unaudited) Cash and cash equivalents $27,805 $18,317Accounts receivable, net 174,787 127,281Other current assets 34,906 26,872Property, plant and equipment, net 87,658 80,892Goodwill 183,725 181,442Other long-term assets 87,375 88,234Total assets $596,256 $523,038LIABILITIES AND EQUITY Accounts payable $18,375 $11,128Current portion of long-term debt 13,035 11,591Other current liabilities 94,381 92,206Long-term debt, net of current portion 189,235 158,056Other long-term liabilities 53,404 51,162Equity 227,826 198,895Total liabilities and equity $596,256 $523,038 Mistras Group, Inc. and SubsidiariesUnaudited Condensed Consolidated Statements of Income(in thousands, except per share data) Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Revenue$195,549 $182,694 $542,569 $556,909 Cost of revenue 131,826 128,064 372,851 392,956 Depreciation 5,530 5,725 16,688 17,556 Gross profit 58,193 48,905 153,030 146,397 Selling, general and administrative expenses 33,478 33,200 108,923 105,632 Reorganization and other costs 1,764 2,143 7,802 4,219 Environmental expense 199 — 1,257 — Legal settlement and insurance recoveries, net — (868) — (808)Research and engineering 210 241 778 816 Depreciation and amortization 2,161 2,331 6,473 7,170 Income from operations 20,381 11,858 27,797 29,368 Other income — (1,479) — (1,479)Interest expense 3,381 4,303 10,944 13,145 Income before provision for income taxes 17,000 9,034 16,853 17,702 Provision for income taxes 3,797 2,618 3,692 3,909 Net income 13,203 6,416 13,161 13,793 Less: net income attributable to noncontrolling interests, net of taxes 95 15 222 28 Net income attributable to Mistras Group, Inc.$13,108 $6,401 $12,939 $13,765 Net income per common share: Basic$0.42 $0.21 $0.41 $0.45 Diluted$0.41 $0.20 $0.41 $0.44 Weighted-average common shares outstanding: Basic 31,543 31,002 31,361 30,895 Diluted 31,880 31,660 31,920 31,513 Mistras Group, Inc. and SubsidiariesUnaudited Operating Data by Segment(in thousands) Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024Revenue North America$160,609 $149,845 $437,503 $456,588 International 35,521 33,662 107,812 100,972 Products and Systems 4,036 3,276 9,867 9,860 Corporate and Eliminations (4,617) (4,089) (12,613) (10,511)Total$195,549 $182,694 $542,569 $556,909 Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024Gross profit North America$45,103 $37,173 $115,653 $112,423International 11,190 9,912 32,548 29,068Products and Systems 2,192 1,802 5,152 4,836Corporate and Eliminations (292) 18 (323) 70Total$58,193 $48,905 $153,030 $146,397 Mistras Group, Inc. and SubsidiariesUnaudited Revenues by Category(in thousands) Revenue by industry was as follows: Three Months Ended September 30, 2025North America International Products & Systems Corp/Elim TotalOil & Gas$97,484 $8,125 $60 $— $105,669Aerospace & Defense 17,675 6,395 137 — 24,207Industrials 15,469 6,773 360 — 22,602Power Generation & Transmission 10,074 3,714 696 — 14,484Other Process Industries 4,722 4,014 38 — 8,774Infrastructure, Research & Engineering 5,285 3,610 1,674 — 10,569Petrochemical 3,694 15 — — 3,709Other 6,206 2,875 1,071 (4,617) 5,535Total$160,609 $35,521 $4,036 $(4,617) $195,549 Three Months Ended September 30, 2024North America International Products & Systems Corp/Elim TotalOil & Gas$90,460 $9,040 $3 $— $99,503Aerospace & Defense 16,181 5,663 42 — 21,886Industrials 12,285 6,749 478 — 19,512Power Generation & Transmission 8,029 3,081 544 — 11,654Other Process Industries 7,836 3,900 79 — 11,815Infrastructure, Research & Engineering 5,189 2,744 797 — 8,730Petrochemical 3,806 198 — — 4,004Other 6,059 2,287 1,333 (4,089) 5,590Total$149,845 $33,662 $3,276 $(4,089) $182,694 Nine Months Ended September 30, 2025North America International Products & Systems Corp/Elim TotalOil & Gas$275,849 $28,714 $486 $— $305,049Aerospace & Defense 48,530 19,690 393 — 68,613Industrials 38,804 20,887 1,085 — 60,776Power Generation & Transmission 22,618 6,796 1,516 — 30,930Other Process Industries 17,100 12,930 46 — 30,076Infrastructure, Research & Engineering 12,447 10,192 3,211 — 25,850Petrochemical 9,329 126 — — 9,455Other 12,826 8,477 3,130 (12,613) 11,820Total$437,503 $107,812 $9,867 $(12,613) $542,569 Nine Months Ended September 30, 2024North America International Products & Systems Corp/Elim TotalOil & Gas$289,843 $31,841 $240 $— $321,924Aerospace & Defense 48,152 18,092 100 — 66,344Industrials 33,047 18,480 1,478 — 53,005Power Generation & Transmission 18,953 6,017 1,569 — 26,539Other Process Industries 26,132 12,337 155 — 38,624Infrastructure, Research & Engineering 14,286 7,762 1,901 — 23,949Petrochemical 11,467 900 — — 12,367Other 14,708 5,543 4,417 (10,511) 14,157Total$456,588 $100,972 $9,860 $(10,511) $556,909 Consolidated Revenue by type was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024Revenue by type Field Services$125,873 $127,246 $359,532 $388,129Laboratories 16,838 15,014 47,549 49,147Data Analytical Solutions 19,600 17,876 51,911 51,757Other 33,238 22,558 83,577 67,876Total$195,549 $182,694 $542,569 $556,909 Mistras Group, Inc. and SubsidiariesUnaudited 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 September 30, Nine months ended September 30, 2025 2024 2025 2024North America: Income from operations (GAAP)$22,753 $17,455 $46,026 $49,742 Reorganization and other costs 283 835 2,754 927 Legal settlement and insurance recoveries, net — (868) — (808)Income from operations before special items (non-GAAP)$23,036 $17,422 $48,780 $49,861 International: Income from operations (GAAP)$3,838 $1,778 $8,923 $4,548 Reorganization and other costs 171 147 441 410 Income from operations before special items (non-GAAP)$4,009 $1,925 $9,364 $4,958 Products and Systems: Income from operations (GAAP)$1,051 $670 $1,714 $1,479 Reorganization and other costs — 182 151 184 Income from operations before special items (non-GAAP)$1,051 $852 $1,865 $1,663 Corporate and Eliminations: Loss from operations (GAAP)$(7,261) $(8,045) $(28,866) $(26,401)Environmental expense 199 — 1,257 — Reorganization and other costs 1,310 979 4,456 2,698 Loss from operations before special items (non-GAAP)$(5,752) $(7,066) $(23,153) $(23,703)Total Company: Income from operations (GAAP)$20,381 $11,858 $27,797 $29,368 Environmental expense 199 — 1,257 — Reorganization and other costs 1,764 2,143 7,802 4,219 Legal settlement and insurance recoveries, net — (868) — (808)Income from operations before special items (non-GAAP)$22,344 $13,133 $36,856 $32,779 Mistras Group, Inc. and SubsidiariesUnaudited Summary Cash Flow Information(in thousands) Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024Net cash provided by (used in): Operating activities$4,462 $19,356 $843 $24,471 Investing activities (7,548) (5,935) (18,964) (17,152)Financing activities 11,306 (11,508) 26,216 (6,247)Effect of exchange rate changes on cash (372) 1,270 1,393 1,642 Net change in cash and cash equivalents$7,848 $3,183 $9,488 $2,714 Mistras Group, Inc. and SubsidiariesUnaudited Reconciliation of Net Cash Provided by Operating Activities (GAAP) to Free Cash Flow (non-GAAP)(in thousands) Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024Net cash provided by operating activities (GAAP)$4,462 $19,356 $843 $24,471 Less: Purchases of property, plant and equipment (8,532) (4,716) (18,534) (14,315)Purchases of intangible assets (874) (1,428) (3,166) (3,832)Free cash flow (non-GAAP)$(4,944) $13,212 $(20,857) $6,324 Mistras Group, Inc. and SubsidiariesUnaudited Reconciliation of Gross Debt (GAAP) to Net Debt (non-GAAP)(in thousands) September 30, 2025 December 31, 2024Current portion of long-term debt $13,035 $11,591 Long-term debt, net of current portion 189,235 158,056 Total Debt (Gross) 202,270 169,647 Less: Cash and cash equivalents (27,805) (18,317)Total Debt (Net) $174,465 $151,330 Mistras Group, Inc. and SubsidiariesUnaudited Reconciliation of Net Income (GAAP) to Adjusted EBITDA (non-GAAP)(in thousands) Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Net income (GAAP)$13,203 $6,416 $13,161 $13,793 Less: Net income attributable to non-controlling interests, net of taxes 95 15 222 28 Net income attributable to Mistras Group, Inc.$13,108 $6,401 $12,939 $13,765 Interest expense 3,381 4,303 10,944 13,145 Income tax (benefit)/expense 3,797 2,618 3,692 3,909 Depreciation and amortization 7,691 8,056 23,161 24,726 Share-based compensation expense(1) 969 1,350 4,098 4,114 Other income — (1,479) — (1,479)Reorganization and other related costs(1) 1,764 2,143 7,802 4,219 Environmental expense 199 — 1,257 — Legal settlement and insurance recoveries, net — (868) — (808)Foreign exchange loss (gain) (735) 765 2,420 (23)Adjusted EBITDA (non-GAAP)$30,174 $23,289 $66,313 $61,568 _______________(1) For the three months ended September 30, 2025, the Company recognized share-based compensation expense within Reorganization and other costs of $0.5 million. For the nine months ended September 30, 2025, the Company recognized share-based compensation expense within Reorganization and other costs of $2.0 million. Mistras Group, Inc. and SubsidiariesUnaudited 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 September 30, Nine Months Ended September 30, 2025 2024 2025 2024Net income attributable to Mistras Group, Inc. (GAAP)$13,108 $6,401 $12,939 $13,765 Special items 1,963 (204) 9,059 1,932 Tax impact on special items (462) 58 (1,963) (463)Special items, net of tax$1,501 $(146) $7,096 $1,469 Net income attributable to Mistras Group, Inc. Excluding Special Items (non-GAAP)$14,609 $6,255 $20,035 $15,234 Diluted EPS (GAAP)(1)$0.41 $0.20 $0.41 $0.44 Special items, net of tax 0.05 — 0.22 0.05 Diluted EPS Excluding Special Items (non-GAAP)$0.46 $0.20 $0.63 $0.49 _______________(1) For the three months ended September 30, 2025, 388,000 shares, related to stock options and 165,000 shares, related to restricted stock units ("RSUs") were anti-dilutive and therefore were excluded from the calculation of diluted earnings per share. For the nine months ended September 30, 2025, 379,000 shares, related to stock options and 227,000 shares, related to RSUs were anti-dilutive and therefore were excluded from the calculation of diluted earnings per share.

MISTRAS Announces Third Quarter 2025 Results

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