Form 8-K

8-K — Mistras Group, Inc.

Accession: 0001628280-26-030733

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001436126

SIC: 8711 (SERVICES-ENGINEERING SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — mg-20260505.htm (Primary)

EX-99.1 (a8kexhibit991-q12026.htm)

GRAPHIC (image_0a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: mg-20260505.htm · Sequence: 1

mg-20260505

0001436126false00014361262021-03-162021-03-16

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 5, 2026

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 5, 2026, Mistras Group, Inc. (the "Company," "we," "us" and "our") issued a press release announcing the financial results for our first quarter, which ended on March 31, 2026. 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 "income from operations 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) from Operations before Special Items” (which includes income (loss) from operations 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 from Operations before Special Items (Non-GAAP)." The non-GAAP financial measure "Diluted EPS Excluding Special Items (non-GAAP)," 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 is included in the press release.

Our management uses and provides these non-GAAP financial measures as a measure of the Company's 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 income from operations 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, provision for income taxes, depreciation and amortization, certain acquisition related costs, foreign exchange gain or loss, non-cash impairment charges and reorganization and other costs, 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 from operations 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 May 5, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 5, 2026

By: /s/ Edward J. Prajzner

Name: Edward J. Prajzner

Title: Senior Executive Vice President and Chief Financial Officer

EX-99.1

Filename: a8kexhibit991-q12026.htm · Sequence: 2

Document

Exhibit 99.1

MISTRAS Announces First Quarter 2026 Results

Strong Revenue Growth of 4.6%

Expansion in Gross Profit Margin of 120 Basis Points

GAAP Net Income of $2.4 million and Earnings Per Diluted Share of $0.07

Adjusted EBITDA of $14.3 million, an increase of 18.7%

PRINCETON JUNCTION, N.J., May 5, 2026 (GLOBE NEWSWIRE) -- MISTRAS Group, Inc. (NYSE: MG), a global leader in technology-enabled industrial asset integrity and testing solutions, today reported financial results for its first quarter ended March 31, 2026.

First Quarter 2026 Financial Highlights*

•Revenue of $169.0 million, an increase of 4.6%, driven by strong growth of 35.5% in Aerospace & Defense

•Gross profit of $44.7 million, reflecting a gross profit margin of 26.5%, an increase of 120 basis points

•Income from Operations of $4.7 million, an increase of $5.7 million, or 562.6%

•GAAP net income of $2.4 million, with earnings per diluted share of $0.07

•Adjusted EBITDA of $14.3 million, an increase of 18.7%, with an Adjusted EBITDA margin of 8.5%, up 110 basis points

*All comparisons are consolidated and versus the equivalent prior year period, unless otherwise noted. 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.

Management Commentary

Natalia Shuman, President and Chief Executive Officer, commented, “In the first quarter of 2026, we delivered our third consecutive quarter of mid-single digit revenue growth, reflecting the strength of our diversified platform, expansion of our key growth areas, and the disciplined execution of our strategic plan. During the first quarter, we generated a 30% increase in revenue in our strategic markets, including Aerospace & Defense, Power Generation, Infrastructure, and Industrials, which more than offset delays in the Oil & Gas market resulting from the recent spike in global oil prices causing project deferrals and lower levels of activity across the industry. We also delivered meaningful profitability improvements across the business as we execute on our long-term strategy, Vision2030.”

Ms. Shuman continued, “Looking ahead, we remain committed to investing in expanding capacity and throughput to capitalize on the current demand within our end markets. At the same time, we are benefiting from the actions

that we have taken to strengthen our commercial capabilities, enhance operational efficiencies, and expand our integrated offerings. This combination of top and bottom-line focus has us well positioned to deliver profitable growth in 2026 and in the future.”

First Quarter 2026 Financial Results

Consolidated revenue was $169.0 million, an increase of 4.6% from the first quarter of 2025. This increase was primarily driven by growth in the Company’s strategic markets, which combined for an aggregate growth of $15.3 million, or a 30.1% increase, including a $7.2 million increase in Aerospace & Defense, a $6.1 million increase in Infrastructure, a $1.9 million increase in Power Generation, and a $0.1 million increase in Industrials. The increase in revenue was partially offset by a decline in Oil & Gas revenues of $11.1 million attributable to inspection deferrals and project delays as a result of global developments impacting crude oil prices, as well as an intentional shift to exit certain lower-margin run-and-maintain accounts.

Gross profit and gross profit margin increased in the first quarter of 2026, with gross profit margin expanding 120 basis points from the first quarter of 2025. The increase in gross profit and gross profit margin was driven by a favorable business mix shift towards higher-value work, sustained pricing discipline, and continued operational efficiencies.

Selling, general, and administrative (SG&A) expenses in the first quarter of 2026 were $37.0 million, up $1.3 million or 3.7%, from the prior year comparable period, primarily reflecting strategic investments to support commercial execution and promote growth in our strategic markets, while maintaining discipline in overhead costs.

Income from operations was $4.7 million, representing a significant increase of $5.7 million as compared to the prior year period. The increase in income from operations was primarily due to higher gross profit dollars generated and lower reorganization costs.

Net income was $2.4 million, or $0.07 per diluted share, as compared to a net loss of $3.2 million, or $(0.10) per diluted share, in the prior year period. Net income excluding special items (non-GAAP) was $2.6 million, or $0.08 per diluted share, for the first quarter of 2026, compared to a net loss of $0.3 million, or $(0.01) per diluted share, in the prior year period.

Adjusted EBITDA was $14.3 million in the first quarter of 2026, compared to $12.0 million in the prior year period, an increase of 18.7%. Adjusted EBITDA margin improved by 110 basis points, from 7.4% in the prior year period to 8.5% in the first quarter of 2026.

Cash Flow and Balance Sheet

The Company’s net cash provided by operating activities was $2.8 million for the first quarter of 2026, a decrease from $5.6 million of net cash provided by operating activities in the prior year period. Free cash flow (non-GAAP) was negative $4.5 million for the first quarter of 2026, compared to negative $0.2 million in the prior year period. The decrease in net cash provided by operating activities and free cash flow was largely due to unfavorable working capital dynamics, primarily a reduction in accrued expenses, and higher capital expenditures year-over-year.

The Company’s gross debt was $181.4 million as of March 31, 2026, compared to $178.0 million as of December 31, 2025. 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 2026.

2026 Outlook

Given the Company's performance to date, it is reaffirming its full-year guidance of revenue between $730.0 million to $750.0 million and adjusted EBITDA between $91.0 million to $93.0 million. The range in this outlook is primarily driven by the expected timing and spending levels in the Company's Oil & Gas end market.

Oil and Gas field inspections may continue to be impacted by high crude oil prices into the second quarter of 2026, while the Company continues to see solid demand and execution in its strategic growth markets.

Conference Call

MISTRAS will hold a conference call on May 6, 2026 at 9:00 a.m. Eastern Time to discuss its financial results. To listen to the live webcast of the conference call, visit the Investor Relations section of MISTRAS Group’s website. Individuals wishing to participate in the live question and answer session may pre-register at the following link: https://mistras-q1-earnings-2026.open-exchange.net/.

About MISTRAS Group, Inc.

MISTRAS Group, Inc. (NYSE: MG) is a global leader in technology-enabled industrial asset integrity and laboratory testing solutions, serving critical strategic markets including oil & gas, aerospace & defense, industrials, power generation & transmission, infrastructure, engineering, and research. MISTRAS provides a diversified portfolio of products and services, ranging from advanced non-destructive testing and pipeline inspections to real-time condition monitoring, maintenance planning, and specialized engineering, powered by a proprietary management software suite that centralizes integrity data for predictive analytics and benchmark analysis. With a long-standing track record of innovation and deep industry expertise, MISTRAS helps clients reduce risk, extend asset life, and optimize operational performance. Learn more at www.mistrasgroup.com.

INVESTORS CONTACT:

Edward J. Prajzner

Senior Executive Vice President & Chief Financial Officer

+1 (833) MISTRAS | investors@mistrasgroup.com

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, statements under the heading “2026 Outlook,” investments in our platforms and integrated solutions, demand growth in certain of our end markets, the Company’s expectations regarding continued growth and margin expansion, the impacts of the recent conflict in the Middle East, 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. Such risks, uncertainties and contingencies include, among others: risks related to our dependency on customers in the oil and gas industry and the impact of global energy market volatility; risks related to ongoing geopolitical conflicts, including the war between Russia and Ukraine and the unrest in the Middle East; risks related to climate change; risks related to a reduction in business with our significant customers; risks related to our international operations; any failure in our initiatives to improve our financial performance or a delay in achieving expected results within expected time frames; risks in the inability to attract and retain a sufficient number of certified technicians, engineers and scientists; our ability to develop new asset protection solutions, increase the functionality of our current offerings and meet the needs and demands of our customers; risks regarding our information technology and security; our use of ratification intelligence in our business; changes to U.S. tariffs and import/export regulations; risks related to the concentrated ownership of our common stock. A list, description and discussion of these and other risks and uncertainties can be found in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S Securities and Exchange Commission filed on March 11, 2026, as updated by our reports on Form 10-Q and Form 8-K. The forward-looking statements are made as of the date hereof, and MISTRAS undertakes no obligation to update such statements as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Measures

In addition to financial information prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP"), this press release also contains adjusted financial measures that are not prepared in accordance with GAAP and that we believe provide investors and management with supplemental information relating to the Company’s operating performance and trends that facilitate comparisons between periods and with respect to trends and projected information. The term "Adjusted EBITDA" used in this release is a financial measure not calculated in accordance with GAAP and is defined by the Company as net income attributable to MISTRAS Group, Inc. plus: interest expense, provision for income taxes, depreciation and amortization, share-based compensation expense, certain acquisition related costs (including transaction due diligence costs and adjustments to the fair value of contingent consideration), foreign exchange (gain) loss, other income, non-cash impairment charges, reorganization and other costs and, if applicable, certain additional special items which are noted. A reconciliation of Adjusted EBITDA to Net Income (Loss) as computed under GAAP is set forth in a table attached to this press release. The Company also uses the term “free cash flow” a non-GAAP financial measure. The Company defines "free cash flow", as cash provided by operating activities less capital expenditures (which is classified as an investing activity). The Company additionally uses the terms: “Segment and Total Company Income (Loss) from Operations (GAAP) to Income (Loss) from Operations before Special Items (non-GAAP)”, “Net Income (Loss) (GAAP) and Diluted EPS (GAAP) to Net Income Excluding Special Items (non-GAAP) and Diluted EPS Excluding Special Items (non-GAAP)” which reconciles the non-GAAP amounts to the GAAP financial measure. The non-GAAP financial performance measure "Income (loss) from operations before special items” is used for each of our three operating segments, the Corporate segment and the "Total Company". Income (Loss) from operations before Special Items excludes: (a) transaction expenses related to acquisitions, such as professional fees and due diligence costs, (b) the net changes in the fair value of acquisition-related contingent consideration liabilities, (c) impairment charges, (d) reorganization and other costs, which includes items such as severance, labor relations matters and asset and lease termination costs and (e) other special items such as environmental expense and legal settlement and insurance recoveries. These adjustments have been excluded from the GAAP measure because these expenses and credits are not related to our or any individual segment's core business operations. The acquisition related costs and special items can be a net expense or credit in any given period. This press release also includes the term "net debt", a non-GAAP financial measure which the Company defines as the sum of the current and long-term portions of long-term debt, less cash and cash equivalents. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are also set forth in tables attached to this press release. Each of these non-GAAP financial measures has material limitations as a performance or liquidity measure and should not be considered alternatives to Net Income (Loss) or any other measures derived in accordance with GAAP. Because Income (loss) from operations before special items and other non-GAAP financial measures used in this press release may not be calculated in the same manner by all companies, these measures may not be comparable to other similarly titled measures used by other companies.

Mistras Group, Inc. and Subsidiaries

Unaudited Summary Condensed Consolidated Balance Sheets

(in thousands)

March 31, 2026 December 31, 2025

ASSETS (unaudited)

Cash and cash equivalents $ 24,989 $ 28,008

Accounts receivable, net 151,407 154,673

Other current assets 34,489 33,511

Property, plant and equipment, net 95,253 93,164

Goodwill 183,653 184,829

Other long-term assets 82,879 84,596

Total assets $ 572,670 $ 578,781

LIABILITIES AND EQUITY

Accounts payable $ 18,040 $ 14,943

Current portion of long-term debt 12,862 12,849

Other current liabilities 85,919 96,516

Long-term debt, net of current portion 168,491 165,143

Other long-term liabilities 53,761 53,685

Equity 233,597 235,645

Total liabilities and equity $ 572,670 $ 578,781

Mistras Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Income (Loss)

(in thousands, except per share data)

Three months ended March 31,

2026 2025

Revenue $ 169,034 $ 161,615

Cost of revenue 118,817 115,286

Depreciation 5,485 5,437

Gross profit 44,732 40,892

Selling, general and administrative expenses 36,986 35,652

Reorganization and other costs 475 3,087

Environmental expense, net (131) 540

Research and engineering 221 299

Depreciation and amortization 2,499 2,326

Income (loss) from operations 4,682 (1,012)

Other income, net (932) —

Interest expense 2,879 3,324

Income (loss) before provision for income taxes 2,735 (4,336)

Provision (benefit) for income taxes 378 (1,168)

Net income (loss) 2,357 (3,168)

Less: net income (loss) attributable to noncontrolling interests, net of taxes (31) 18

Net income (loss) attributable to Mistras Group, Inc. $ 2,388 $ (3,186)

Net income (loss) per common share:

Basic $ 0.08 $ (0.10)

Diluted $ 0.07 $ (0.10)

Weighted-average common shares outstanding:

Basic 31,619 31,095

Diluted 32,655 31,095

Mistras Group, Inc. and Subsidiaries

Unaudited Operating Data by Segment

(in thousands)

Three months ended March 31,

2026 2025

Revenue

North America $ 135,321 $ 128,902

International 36,290 33,214

Products and Systems 2,653 3,091

Corporate and eliminations (5,230) (3,592)

Total $ 169,034 $ 161,615

Three months ended March 31,

2026 2025

Gross Profit

North America $ 33,536 $ 30,165

International 10,095 9,088

Products and Systems 1,067 1,623

Corporate and eliminations 34 16

Total $ 44,732 $ 40,892

Mistras Group, Inc. and Subsidiaries

Unaudited Revenues by Category

(in thousands)

Revenue by industry was as follows:

Three Months Ended March 31, 2026 North America International Products & Systems Corp/Elim Total

Oil & Gas $ 76,884 $ 8,494 $ 104 $ — $ 85,482

Aerospace & Defense 19,703 7,903 33 — 27,639

Industrials 11,125 7,285 233 — 18,643

Power Generation & Transmission 5,193 790 542 — 6,525

Other Process Industries 5,221 3,782 12 — 9,015

Infrastructure, Research & Engineering 8,089 4,280 919 — 13,288

Petrochemical 2,906 930 — — 3,836

Other 6,200 2,826 810 (5,230) 4,606

Total $ 135,321 $ 36,290 $ 2,653 $ (5,230) $ 169,034

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

The Company has combined Field Services and Data Analytical Solutions revenues and retitled this grouping “Integrated Field Solutions”. The Company did this to accentuate the ongoing integration of its innovation offerings, as a key focus of its Vision2030 strategic plan. Accelerating the expansion of the Data Analytical Solutions brand remains a key priority, and the Company believes this is best achieved by further integration of its technology with its technical know-how in the field, focused on customer-centric opportunities.

The Company has retrospectively reclassified certain revenue types for each quarterly period in 2025 in order to conform the classification with the current period presentation. The table below presents the reclassified balances for each quarterly period for the year ended December 31, 2025.

2025 Quarterly Revenues

Three months ended March 31, 2025 Three months ended June 30, 2025 Three months ended September 30, 2025 Three months ended December 31, 2025

Revenue by type

Integrated Field Solutions $ 139,115 $ 158,386 $ 166,578 $ 155,678

In-Laboratory Services 22,500 27,019 28,971 25,777

Total $ 161,615 $ 185,405 $ 195,549 $ 181,455

Three Months Ended March 31,

2026 2025

Revenue by type

Integrated Field Solutions $ 139,861 $ 139,115

In-Laboratory Services 29,173 22,500

Total $ 169,034 $ 161,615

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,

2026 2025

North America:

Income from operations (GAAP) $ 10,420 $ 6,515

Reorganization and other costs 74 1,358

Income from operations before special items (non-GAAP) $ 10,494 $ 7,873

International:

Income from operations (GAAP) $ 1,476 $ 1,081

Reorganization and other costs 221 178

Income from operations before special items (non-GAAP) $ 1,697 $ 1,259

Products and Systems:

Income (loss) from operations (GAAP) $ (11) $ 327

Reorganization and other costs — 151

Income (loss) from operations before special items (non-GAAP) $ (11) $ 478

Corporate and Eliminations:

Loss from operations (GAAP) $ (7,203) $ (8,935)

Environmental expense, net (131) 540

Reorganization and other costs 180 1,400

Loss from operations before special items (non-GAAP) $ (7,154) $ (6,995)

Total Company:

Income (loss) from operations (GAAP) $ 4,682 $ (1,012)

Environmental expense, net (131) 540

Reorganization and other costs 475 3,087

Income from operations before special items (non-GAAP) $ 5,026 $ 2,615

Mistras Group, Inc. and Subsidiaries

Unaudited Summary Cash Flow Information

(in thousands)

Three months ended March 31,

2026 2025

Net cash provided by (used in):

Operating activities $ 2,809 $ 5,645

Investing activities (5,558) (5,414)

Financing activities (349) (702)

Effect of exchange rate changes on cash and cash equivalents 79 690

Net change in cash and cash equivalents $ (3,019) $ 219

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,

2026 2025

Net cash provided by operating activities (GAAP) $ 2,809 $ 5,645

Less:

Purchases of property, plant and equipment (5,968) (4,555)

Purchases of intangible assets (1,293) (1,267)

Free cash flow (non-GAAP) $ (4,452) $ (177)

Mistras Group, Inc. and Subsidiaries

Unaudited Reconciliation of Gross Debt (GAAP) to Net Debt (non-GAAP)

(in thousands)

March 31, 2026 December 31, 2025

Current portion of long-term debt $ 12,862 $ 12,849

Long-term debt, net of current portion 168,491 165,143

Total Debt (Gross) 181,353 177,992

Less: Cash and cash equivalents (24,989) (28,008)

Total Debt (Net) $ 156,364 $ 149,984

Mistras Group, Inc. and Subsidiaries

Unaudited Reconciliation of Net Income (loss) (GAAP) to Adjusted EBITDA (non-GAAP)

(in thousands)

Three months ended March 31,

2026 2025

Net income (loss) (GAAP) $ 2,357 $ (3,168)

Less: Net income (loss) attributable to non-controlling interests, net of taxes (31) 18

Net income (loss) attributable to Mistras Group, Inc. $ 2,388 $ (3,186)

Interest expense 2,879 3,324

Income tax expense (benefit) 378 (1,168)

Depreciation and amortization 7,984 7,763

Share-based compensation expense 1,251 1,302

Reorganization and other related costs 475 3,087

Environmental expense, net (131) 540

Foreign exchange (gain) loss (932) 374

Adjusted EBITDA (non-GAAP) $ 14,292 $ 12,036

Revenue $ 169,034 $ 161,615

Adjusted EBITDA Margin (non-GAAP) 8.5 % 7.4 %

Mistras Group, Inc. and Subsidiaries

Unaudited Reconciliation of Net Income (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,

2026 2025

Net income (loss) attributable to Mistras Group, Inc. (GAAP) $ 2,388 $ (3,186)

Special items 344 3,627

Tax impact on special items (84) (781)

Special items, net of tax $ 260 $ 2,846

Net income (loss) attributable to Mistras Group, Inc. Excluding Special Items (non-GAAP) $ 2,648 $ (340)

Diluted EPS (GAAP)(1)

$ 0.07 $ (0.10)

Special items, net of tax 0.01 0.09

Diluted EPS Excluding Special Items (non-GAAP) $ 0.08 $ (0.01)

_______________

(1) For the three months ended March 31, 2026, 275,000 shares related to restricted stock units ("RSUs") were anti-dilutive and therefore were excluded from the calculation of diluted earnings per share. For the three months ended March 31, 2025, 145,000 shares, related to stock options and 808,000 shares, related to RSUs were excluded from the calculation of diluted earnings (loss) per share due to the net loss for the period.

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Filename: R1.htm · Sequence: 8

v3.26.1

Cover Page

Mar. 16, 2021

Cover [Abstract]

Document Type

8-K

Entity Registrant Name

Mistras Group, Inc.

Entity Incorporation, State or Country Code

Entity File Number

001-34481

Entity Tax Identification Number

22-3341267

Entity Address, Address Line One

195 Clarksville Road

Entity Address, Postal Zip Code

08550

Entity Address, City or Town

Princeton Junction,

Entity Address, State or Province

City Area Code

609

Local Phone Number

716-4000

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false

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false

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Title of 12(b) Security

Common Stock, $0.01 par value

Trading Symbol

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Entity Central Index Key

0001436126

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