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What changed in Mistras Group, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Mistras Group, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+325 added−319 removedSource: 10-K (2026-03-11) vs 10-K (2025-03-11)

Top changes in Mistras Group, Inc.'s 2025 10-K

325 paragraphs added · 319 removed · 193 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

72 edited+38 added−61 removed120 unchanged
Biggest changeWe have established long-term relationships as a critical solutions provider to many of the leading companies with asset-intensive infrastructure in our target markets. These markets include companies in the oil and gas, aerospace and defense, industrials, power generation and transmission (including alternative and renewable energy), other process industries and infrastructure, research and engineering and other industries.
Biggest changeThe Company maintains long-term relationships with leading asset-intensive operators across oil and gas, aerospace and defense, industrial, power generation and transmission, infrastructure, research and engineering, petrochemical, and other process industries. The Company continues to invest in proprietary, technology-enabled software and testing instruments, including those developed within its Products and Systems segment.
Research and Development Our R&D is principally conducted by engineers and scientists at our Princeton Junction, New Jersey headquarters, and supplemented by other employees in the United States and throughout the world, including Canada, France, Greece the United Kingdom, Brazil and the Netherlands.
Research and Development Our research and development ("R&D") is principally conducted by engineers and scientists at our Princeton Junction, New Jersey headquarters, and supplemented by other employees in the United States and throughout the world, including Canada, France, Greece the United Kingdom, Brazil and the Netherlands.
Due to the increasing sophistication and automation of asset protection programs, a decreasing supply of skilled professionals and increasing governmental regulations, companies are increasingly outsourcing NDT to third-party providers with advanced solution portfolios, engineering expertise and trained workforces. Increasing Corrosion from Low-Quality Inputs .
Due to the increasing sophistication and automation of asset protection programs, a decreasing supply of skilled professionals and increasing governmental regulations, companies are increasingly outsourcing NDT to third-party service providers with advanced solution portfolios, engineering expertise and trained workforces. Increasing Corrosion from Low-Quality Inputs .
Our range of service offerings and advanced digital technologies allows us to meet the requirements of chemical producers to continuously monitor and provide advanced digital analytical solutions for our customers'. Also, our advanced digital analytical solutions allow us to provide real-time monitoring to a variety of customers across infrastructure end markets. Expanding Aerospace and Defense Industry .
Our range of service offerings and advanced digital technologies allows us to meet the requirements of chemical producers to continuously monitor and provide advanced digital analytical solutions for our customers. Also, our advanced digital analytical solutions allow us to provide real-time monitoring to a variety of customers across infrastructure end markets. Expanding Aerospace and Defense Industry .
Other key trademarks or service marks that we utilize in localized markets or product advertising include: • Onstream® (word and logo) • PCMS® (word and logo) • Ropeworks® • MISTRAS Digital ® • OneSuite™ • Sensoria™ • OneSource™ • CALIPERAY™ (word and logo) • Physical Acoustics PAC logo • Streamview™ • Sensor Highway™ • TankPAC ® • VPAC™ • Transformer Clinic™ • FieldCal™ • UTwin® • AEwin® • Pocket AE® • Pocket UT® Many elements of our asset protection solutions involve proprietary know-how, technology or data that are not covered by patents or patent applications because they are not patentable or would be difficult to enforce, including technical processes, 18 Table of Contents algorithms and procedures.
Other key trademarks or service marks that we utilize in localized markets or product advertising include: • Onstream® (word and logo) • PCMS® (word and logo) • Ropeworks® • MISTRAS Digital ® • OneSuite™ • Sensoria™ • OneSource™ • CALIPERAY™ (word and logo) • Physical Acoustics PAC logo • Streamview™ • Sensor Highway™ • TankPAC ® • VPAC™ • Transformer Clinic™ • FieldCal™ • UTwin® • AEwin® • Pocket AE® • Pocket UT® 17 Table of Contents Many elements of our asset protection solutions involve proprietary know-how, technology or data that are not covered by patents or patent applications because they are not patentable or would be difficult to enforce, including technical processes, algorithms and procedures.
Because aging infrastructure requires more frequent inspection and maintenance in comparison to new infrastructure, companies and public authorities continue to spend on asset protection to ensure their aging infrastructure assets continue to operate effectively. Outsourcing of Non-Core Activities and Technical Resource Constraints .
Because aging infrastructure requires more frequent inspection and maintenance in comparison to new infrastructure, companies and public authorities continue to spend on asset protection services to ensure their aging infrastructure assets continue to operate effectively. Outsourcing of Non-Core Activities and Technical Resource Constraints .
For a discussion of segment revenues, operating results and other financial information, including geographic areas in which we generated revenues, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, as well as Note 2-Revenue and Note 19-Segment Disclosure in the notes to our audited consolidated financial statements in Item 8 of this Annual Report.
For a discussion of segment revenues, operating results and other financial information, including geographic areas in which we generated revenues, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, as well as Note 2 - Revenue and Note 18 - Segment Disclosure in the notes to our audited consolidated financial statements in Item 8 of this Annual Report.
Human Capital As of December 31, 2024, we had approximately 4,800 employees worldwide, of which 3,200 were located in the United States, 500 in Canada and 1,100 in our other non-U.S. locations. Our employees include full, part time and contract employees throughout our organization.
Human Capital As of December 31, 2025, we had approximately 4,800 employees worldwide, of which 3,200 were located in the United States, 500 in Canada and 1,100 in our other non-U.S. locations. Our employees include full, part time and contract employees throughout our organization.
We have historically expanded our asset protection solution portfolio in response to our customers’ unique performance specifications. Our technology packages have often been developed in close cooperation and partnership with key customers and industry organizations. Experienced Management Team . Our management team has a track record of asset protection organizational leadership.
We have historically expanded our asset protection solutions portfolio in response to our customers’ unique performance specifications. Our technology packages have often been developed in close cooperation and partnership with key customers and industry organizations. Experienced Management Team . Our management team has a track record of asset protection organizational leadership.
Power Generation and Transmission 14 Table of Contents We provide asset protection solutions for customers in the combined cycle, fossil, nuclear, transmission and distribution and wind/alternative energy industries. We believe that in recent years, acceptance of asset protection solutions has grown in this industry due to the aging of critical power generation and transmission infrastructure.
Power Generation and Transmission 13 Table of Contents We provide asset protection solutions for customers in the combined cycle, fossil, nuclear, transmission and distribution and wind/alternative energy industries. We believe that in recent years, acceptance of asset protection solutions has grown in this industry due to the aging of critical power generation and transmission infrastructure.
We believe that few, if any, of our competitors currently provide the full range of asset protection and NDT products, PCMS and the traditional and advanced services solutions that we offer. Our competition with respect to NDT services include Acuren, SGS Group, the Team IHT Segment and APPLUS RTD.
We believe that few, if any, of our competitors currently provide the full range of asset protection and NDT products, PCMS and the traditional and advanced services solutions that we offer. Our competition with respect to NDT services include TIC Solutions, SGS Group, the Team IHT Segment and APPLUS RTD.
A community of caring professionals with a genuine passion for helping people and making a difference together – that is the heart of the program we call “Caring Connects.” Our Safety-Conscious Culture 16 Table of Contents We consider safety the backbone of our operations.
A community of caring professionals with a genuine passion for helping people and making a difference together – that is the heart of the program we call “Caring Connects.” 15 Table of Contents Our Safety-Conscious Culture We consider safety the backbone of our operations.
Aerospace and Defense The aerospace industry continued to experience increased backlog and production levels in 2024, with such levels approaching and exceeding pre-COVID-19 levels for certain OEMs throughout 2024. We serve this rapidly growing target market by providing a full range of inspection, testing, machining, mechanical, finishing, additive manufacturing and equipment solutions, for which we are Nadcap certified.
Aerospace and Defense The aerospace industry continued to experience increased backlog and production levels in 2025, with such levels approaching and exceeding pre-COVID-19 pandemic levels for certain OEMs throughout 2025. We serve this rapidly growing target market by providing a full range of inspection, testing, machining, mechanical, finishing, additive manufacturing and equipment solutions, for which we are Nadcap certified.
No customer represented 10% or more of our revenue in any of the years ended December 31, 2024, 2023 or 2022. Geographic Areas We have operations in 11 countries and occasionally conduct business in a few other countries.
No customer represented 10% or more of our revenue in any of the years ended December 31, 2025, 2024 or 2023. Geographic Areas We have operations in 11 countries and occasionally conduct business in a few other countries.
Field Services revenue is comprised of revenue derived primarily by technicians performing asset inspections and maintenance services for our customers at locations other than our properties. Shop Laboratory revenue is comprised of quality assurance inspections of components and materials at our in-house laboratory facilities.
Field Services revenue is comprised of revenue derived primarily by technicians performing asset inspections and maintenance services for our customers at locations other than our properties. Laboratories revenue is comprised of quality assurance inspections of components and materials at our in-house laboratory facilities.
As of December 31, 2024, the primary trademarks and service marks that we held in the United States included MISTRAS ® , our stylized globe design and our tag line "One Source for Asset Protection Solutions".
As of December 31, 2025, the primary trademarks and service marks that we held in the United States included MISTRAS ® , our stylized globe design and our tag line "One Source for Asset Protection Solutions".
He earned a B.S. in Industrial Engineering from Pennsylvania State University and received an honorary Doctor of Business Administration from Drexel University. Natalia Shuman joined Mistras as President and Chief Executive Officer, effective January 1, 2025. Prior to joining the Company, from October 2021 until October 2024, Ms.
He earned a B.S. in Industrial Engineering from Pennsylvania State University and received an honorary Doctor of Business Administration from Drexel University. 18 Table of Contents Natalia Shuman joined Mistras as President and Chief Executive Officer, effective January 1, 2025. Prior to joining the Company, from October 2021 until October 2024, Ms.
As of December 31, 2024, we held 12 U.S. patents by direct ownership and had 5 patent applications pending in the United States. All the patent applications pending have been filed since 2018.
As of December 31, 2025, we held 12 U.S. patents by direct ownership and had 5 patent applications pending in the United States. All the patent applications pending have been filed since 2018.
We have gained this through our industry leadership in developing advanced asset protection solutions, including research and development of advanced NDT technologies and applications, process engineering technologies, online plant asset integrity management with sensor fusion; and enterprise software solutions for plant-wide and fleet-wide inspection data archiving and management. 9 Table of Contents Technological Research and Development.
We have gained this through our industry leadership in developing advanced asset protection solutions, including research and development of advanced NDT technologies and applications, process engineering technologies, online plant asset integrity management with sensor fusion; and enterprise software solutions for plant-wide and fleet-wide inspection data archiving and management. Technological Research and Development.
Stamatakis has held multiple board and chairmanship positions over the years, including Chairman of the Delaware River Port Authority, The Drexel College of Medicine, the Pennsylvania Supreme Court Investment Advisory Board, and the Philadelphia Shipyard Development 19 Table of Contents Corporation which was the catalyst to bringing shipbuilding back to the Philadelphia region.
Stamatakis has held multiple board and chairmanship positions over the years, including Chairman of the Delaware River Port Authority, The Drexel College of Medicine, the Pennsylvania Supreme Court Investment Advisory Board, and the Philadelphia Shipyard Development Corporation which was the catalyst to bringing shipbuilding back to the Philadelphia region.
We help customers to identify gaps between existing and desired practices and establish quality assurance standards for fabrication, engineering and installation of infrastructure assets. Access Some of our work is conducted in hard-to-access locations, including those in at-height, subsea and confined locations.
We help customers to identify gaps between existing and desired practices and establish quality assurance standards for fabrication, engineering and installation of infrastructure assets. Access 5 Table of Contents Some of our work is conducted in hard-to-access locations, including those in at-height, subsea and confined locations.
Our laboratories hold a wide variety of certifications, such as: Nadcap (formerly NADCAP, the National Aerospace and Defense Contractors Accreditation Program), AS9100/ISO-9001, Federal Aviation Administration Repair Station, and the International Traffic in Arms Regulations/Export Administration Regulations, that allow us to perform inspections which meet or exceed stringent regulatory and manufacturers' requirements.
MISTRAS laboratories hold a wide variety of certifications, such as: Nadcap (formerly NADCAP, the National Aerospace and Defense Contractors Accreditation Program), AS9100/ISO-9001, Federal Aviation Administration Repair Station, and the International Traffic in Arms Regulations/Export Administration Regulations, which allow the Company to perform inspections that meet or exceed stringent regulatory and manufacturers' requirements.
Our revenues are diversified, with our top ten customers accounting for approximately 36%, 35% and 33% of our revenues during the years ended December 31, 2024, 2023 and 2022, respectively, with no customer accounting for greater than 10% of our revenues in any such year.
Our revenues are diversified, with our top ten customers accounting for approximately 36%, 36% and 35% of our revenues during the years ended December 31, 2025, 2024 and 2023, respectively, with no customer accounting for greater than 10% of our revenues in any such year.
Revenue Overview Revenue by Industry The following charts represent our disaggregated revenue by industry for the years ended December 31, 2024, 2023 and 2022. 11 Table of Contents 12 Table of Contents Our Target Markets Overview We operate in a highly competitive, but fragmented market. Domestically, the market is serviced by several national competitors and many regional and/or local companies.
Revenue Overview Revenue by Industry The following charts represent our disaggregated revenue by industry for the years ended December 31, 2025, 2024 and 2023. 10 Table of Contents 11 Table of Contents Our Target Markets Overview We operate in a highly competitive, but fragmented market. Domestically, the market is serviced by several national competitors and many regional and/or local companies.
The Company’s core capabilities also include non-destructive testing ("NDT") field inspections enhanced by advanced robotics, laboratory quality control, laboratory materials services, in-house laboratory assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services.
The Company’s core capabilities include NDT field inspections enhanced by advanced robotics, laboratory quality control, laboratory materials services, in-house laboratory assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services.
See Note 2-Revenue and Note 19-Segment Disclosure to our audited consolidated financial statements in this Annual Report for further disclosure of our revenues, long-lived assets and other financial information regarding our international operations. 15 Table of Contents Sales and Marketing We sell our asset protection solutions through our direct sales and marketing activities worldwide.
See Note 2 - Revenue 14 Table of Contents and Note 18 - Segment Disclosure to our audited consolidated financial statements in this Annual Report for further disclosure of our revenues, long-lived assets and other financial information regarding our international operations. Sales and Marketing We sell our asset protection solutions through our direct sales and marketing activities worldwide.
The ability to inspect infrastructure assets and not interfere with their operating performance makes NDT a highly-attractive alternative to many traditional techniques, which may require shutting down an asset or entire facility.
The ability to inspect mission-critical assets and not interfere with their operating performance makes NDT a highly-attractive alternative to many traditional techniques, which may require shutting down an asset or entire facility.
Our total professional staff includes employees who hold Ph.D.’s and engineers and employees who hold Level III certification, the highest level of certification from the American Society of Non-Destructive Testing ("ASNT").
Our total professional staff includes employees who hold 16 Table of Contents Ph.D.’s and engineers and employees who hold Level III certification, the highest level of certification from the American Society of Non-Destructive Testing ("ASNT").
As described below, we value our employees and have established various programs to promote the satisfaction, health and safety of our employees. Less than 0.01% of our employees in the United States are unionized. Our employees are key to achieving our goals and strategy.
As described below, we value our employees and have established various programs to promote the satisfaction, health and safety of our employees. Less than 1.00% of our employees in the United States are unionized. Our employees are key to achieving our goals and strategy.
While we have historically funded most of our research and development expenditures, from time to time we also receive customer-sponsored research and development funding. Most of the projects are in our target markets, however, a few of the projects could lead to other future market opportunities.
While we have historically funded most of our R&D expenditures, from time to time we also receive customer-sponsored R&D funding. Most of the projects are in our target markets, however, a few of the projects could lead to other future market opportunities.
Smith, our Executive Vice President and President of Services. Manuel "Manny" N. Stamatakis joined our Board in 2002, became the Chair of the Governance Committee as well as a member of the Audit Committee and Compensation Committee in 2009 and Lead Director in 2010. On October 9, 2023, Mr.
Manuel "Manny" N. Stamatakis joined our Board in 2002, became the Chair of the Governance Committee as well as a member of the Audit Committee and Compensation Committee in 2009 and Lead Director in 2010. On October 9, 2023, Mr.
Our COE experts cover: • Acoustic Emission • American Petroleum Institute ("API") Turnarounds • AIMS/MI/Engineering • Automated Ultrasonics • Fossil Power • Guided Wave Ultrasonics • Mechanical Services • Nuclear Power • Phased Array • Rope Access • Wind • Tank Inspection • Tube Inspection • Unmanned Systems ASSET PROTECTION INDUSTRY OVERVIEW Asset protection plays a crucial role in assuring the integrity and reliability of critical infrastructure.
Our COE experts cover: • Acoustic Emission • American Petroleum Institute ("API") Turnarounds • AIMS/MI/Engineering • Automated Ultrasonics • Fossil Power • Guided Wave Ultrasonics • Mechanical Services • Nuclear Power • Phased Array • Rope Access • Wind • Tank Inspection • Tube Inspection • Unmanned Systems ASSET PROTECTION INDUSTRY OVERVIEW Asset protection plays a critical role in maintaining the integrity, reliability, and availability of mission-critical infrastructure across asset-intensive industries.
Our extensive knowledge base in asset protection services and equipment enables us to offer technology packages, in which our field technicians utilize our proprietary and specialized testing procedures and hardware, advanced pattern recognition, neural network software and databases to compare test results against our prior testing data or national and international structural integrity standards.
Our extensive knowledge base in asset protection services and equipment enables us to offer technology packages, in which our field technicians utilize our proprietary and specialized testing procedures and hardware, advanced pattern recognition, neural network software and databases to compare test results against our prior testing data or national and international structural integrity standards. 8 Table of Contents Deep Domain Knowledge and Extensive Industry Experience .
Research and development expenses are reflected in our Consolidated Statements of Income (Loss) as research and engineering expenses. Our company-sponsored research and engineering expenses were approximately $1.1 million, $1.7 million and $2.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.
R&D expenses are reflected in our Consolidated Statements of Income (Loss) as research and engineering expenses. Our company-sponsored research and engineering expenses were approximately $1.0 million, $1.1 million and $1.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
For the year ended December 31, 2024, our Total Recordable Incident Rate ("TRIR") was 0.19 while Days Away, Restricted and Transferred Rate was 0.06 and Lost Work Day Rate was 0.03. For the year ended December 31, 2023, our TRIR was 0.3. Seasonality Our business is seasonal.
For the year ended December 31, 2025, our Total Recordable Incident Rate ("TRIR") was 0.35 while Days Away, Restricted and Transferred Rate was 0.17 and Lost Work Day Rate was 0.03. For the year ended December 31, 2024, our TRIR was 0.19. Seasonality Our business is seasonal.
The Company enhances value for its customers by integrating asset integrity protection throughout supply chains and centralizing integrity data through a suite of Industrial Internet of Things ("IoT")-connected digital software and monitoring solutions, including OneSuite™, which serves as an ecosystem platform, pulling together all of the Company’s software and data services capabilities, for the benefit of its customers.
The Company enhances value for its customers by integrating asset integrity protection throughout supply chains and centralizing integrity data through a suite of Industrial Internet of Things ("IoT")-connected software and monitoring solutions, including OneSuite®, which serves as a cloud-based ecosystem that pulls together the Company’s software and data services capabilities.
Deep Domain Knowledge and Extensive Industry Experience . We have extensive asset protection experience and data, dating back several decades of operations.
We have extensive asset protection experience and data, dating back several decades of operations.
The EIA noted U.S. crude oil production averaged 11.9 million barrels per day (bpd) in 2022, rose to an average 12.9 million bpd in 2023 and rose again in 2024 to an average 13.2 million bpd in 2024. The EIA forecasts production to continue to increase to an average of 13.5 million bpd in 2025.
The EIA noted U.S. crude oil production averaged 12.9 million barrels per day (bpd) in 2023, rose to an average 13.2 million bpd in 2024 and rose again in 2025 to an average 13.6 million bpd in 2025. The EIA forecasts production to remain relatively flat at an average of 13.5 million bpd in 2026.
We make strategic R&D investments in our data analytical solutions technologies that support integration with our other solution offerings to enhance cost- and time-efficiencies, maximize uptime and safety and improve the flow of data from field 17 Table of Contents technicians to inspection databases.
We make strategic R&D investments in our data analytical solutions technologies that support integration with our other solution offerings to enhance cost- and time-efficiencies, maximize uptime and safety and improve the flow of data from field technicians to inspection databases. These strategic investments enable us to enhance our service offerings to customers and provide valuable insights and predictive analysis.
Excerpted below are forecasts from various Energy Information Administration ("EIA") outlook reports, which are subject to change based on these factors: 13 Table of Contents Electricity generation from coal is projected to continue to fall throughout the mid to late 2020s and the decrease will be partially offset by an increase in the forecast of combined utility-scale solar and wind generation, along with other sources.
Excerpted below are forecasts from various Energy Information Administration ("EIA") outlook reports, which are subject to change based on these factors: 12 Table of Contents Electricity generation from coal is projected to continue declining through the mid to late 2020s, partially offset by growth in utility-scale solar, wind, and other renewable sources.
All of the materials we file with or furnish to the SEC are available free of charge on our website at http://investors.mistrasgroup.com/sec.cfm, as soon as reasonably practicable after having been electronically submitted to the SEC.
We file reports with the SEC, including Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, Current Reports on Form 8-K and Proxy Statements. All of the materials we file with or furnish to the SEC are available free of charge on our website at http://investors.mistrasgroup.com/sec.cfm, as soon as reasonably practicable after having been electronically submitted to the SEC.
Engineering Consulting We provide a broad range of engineering consulting services, primarily for process equipment, technologies and facilities. Our engineering consultations include plant operations and management support, turnaround/shutdown planning, profit improvement, facilities planning studies, engineering design, process safety reviews, energy optimization evaluations, benchmarking/key performance indicator development and technical training.
Our engineering consultations include plant operations and management support, turnaround/shutdown planning, profit improvement, facilities planning studies, engineering design, process safety reviews, energy optimization evaluations, benchmarking/key performance indicator development and technical training.
These individuals also have successfully driven operational growth organically and through acquisitions, which we believe is important to facilitate future growth in the asset protection industry. Our Growth Strategy Our growth strategy emphasizes the following key elements: Continue to Digitalize Asset Protection Data and Processes.
These individuals also have successfully driven operational growth organically and through acquisitions, which we believe is important to facilitate future growth in the asset protection industry.
Our competition with respect to PCMS includes UltraPIPE, Lloyd’s Register Capstone, Inc. and Meridium Systems. In the traditional NDT market, we believe the principal competitive factors include project management, availability of qualified personnel, execution, price, reputation and quality, whereas in the advanced NDT market, reputation, quality and size tend to be the most significant competitive factors.
In the traditional NDT market, we believe the principal competitive factors include project management, availability of qualified personnel, execution, price, reputation and quality, whereas in the advanced NDT market, reputation, quality and size tend to be the most significant competitive factors.
Demand continues to be stable in the defense industry while demand in the private space industry is growing. We continue to optimize our in-house laboratories to meet the growing demands of commercial aerospace and private space end markets. We continue to implement operational efficiencies and new technologies to be able to meet customer demand and needs as they arise.
Demand continues to be stable in the defense industry while demand in the private space industry is growing. 7 Table of Contents We continue to optimize our in-house laboratories to meet the growing demands of commercial aerospace and private space end markets.
These strategic investments enable us to enhance our service offerings to customers and provide valuable insights and predictive analysis. We have also invested significant research and development in pre-machining and advanced testing technologies in a purpose-built facility for an aerospace customer, with the goal of reducing the customer’s production cycle logistics and costs.
We have also invested significant research and development in pre-machining and advanced testing technologies in a purpose-built facility for an aerospace customer, with the goal of reducing the customer’s production cycle logistics and costs.
We generated net income of $19.0 million, net loss of $17.4 million and net income of $6.6 million for the years ended December 31, 2024, 2023, and 2022, respectively. For the years ended December 31, 2024, 2023 and 2022, we generated approximately 81%, 82% and 83%, respectively, of our revenues from our North America segment.
For the years ended December 31, 2025, 2024 and 2023, we generated approximately 81%, 81% and 82%, respectively, of our revenues from our North America segment.
With these certifications come a comprehensive range of approvals from prime contractors of major projects, militaries and internationally-renowned original equipment manufacturers ("OEMs") from many of our key markets, including the oil and gas, aerospace and defense, power generation and industrial markets.
With these certifications come a comprehensive range of approvals from prime contractors of major projects, militaries and internationally-renowned original equipment manufacturers ("OEMs") from many key markets, including oil and gas, aerospace and defense, power generation, and industrial markets. Maintenance We perform maintenance and light mechanical services to prepare assets for inspection and to return them to working condition post inspection.
Our monitoring teams also provide regular reports that include early warnings of suspect areas before an alarm is generated. Petrochemical We provide asset protection NDT services for customers within the petrochemical industry, as they transform byproducts into goods which are utilized in many end products such as plastics, soaps, fertilizers, synthetic fibers and rubber.
Petrochemical We provide asset protection NDT services for customers within the petrochemical industry, as they transform byproducts into goods which are utilized in many end products such as plastics, soaps, fertilizers, synthetic fibers and rubber.
These solutions typically include NDT and inspection services, and can also include a wide range of mechanical services, including heat tracing, pre-inspection insulation stripping, coating applications, re-insulation, engineering assessments and long-term condition-monitoring. 3 Table of Contents Under our business model, many customers outsource their inspection to us on a “run and maintain” basis.
These services may include NDT and inspection services, as well as complementary mechanical services such as heat tracing, pre-inspection insulation stripping, coating applications, re-insulation, engineering assessments, and long-term condition-monitoring. 3 Table of Contents Under our operating model, many customers outsource inspection and integrity management activities to the Company on a “run and maintain” basis.
We utilize scaffolding and rope access to access at-height and confined assets; certified divers for subsea inspection and maintenance; and unmanned (drone) aerial, land-based and subsea systems to deliver a wide range of inspection applications, with an emphasis on minimizing at-height access and confined space entry. 6 Table of Contents Equipment We design and manufacture portable, handheld, wireless and turnkey NDT equipment, along with corresponding data acquisition sensors and software, for spot inspections and long-term, unattended monitoring applications.
We utilize scaffolding and rope access to access at-height and confined assets; certified divers for subsea inspection and maintenance; and unmanned (drone) aerial, land-based and subsea systems to deliver a wide range of inspection applications, with an emphasis on minimizing at-height access and confined space entry.
Expand Our Focus in the Aerospace and Defense Industries . We believe that the introduction of next-generation airframes, aircraft engines and the increasing demand of private space flight has created an inherent demand for inspection, testing, machining and mechanical services required for the production of parts.
Expand Our Focus in the Aerospace and Defense Industries: The Company believes that the introduction of next-generation airframes, aircraft engines, and the increasing demand for private space flight have created sustained demand for inspection, testing, machining, and mechanical services required for part production. MISTRAS also sees increased adoption of additive manufacturing techniques driving demand for advanced inspection and testing solutions.
We expect that the demand for our data analytical solutions which provides big data intelligence and remote data visibility will continue to grow, and we are investing in data analytical solutions that help our customers visualize and generate actionable insight from their asset integrity data, regardless of data input.
The Company expects demand for data analytical solutions that provide big data intelligence and remote data visibility to continue to grow and continues to invest in capabilities that help customers visualize and generate actionable insights from asset integrity data, regardless of data source.
We believe we have significant opportunities to expand our customer base in relatively new end markets, including the renewable energy industry, specifically, wind and other alternative energy, natural gas transportation industries, data centers, pipeline integrity and additive manufacturing.
Continue to Expand Our Customer Base into New End Markets: The Company believes there are significant opportunities to expand into emerging and adjacent end markets, including renewable energy, alternative power generation, natural gas transportation, data centers, pipeline integrity, and additive manufacturing.
We sell these solutions as individual components, or as complete systems, which include a combination of sensors, amplifiers, signal processing electronics, knowledge-based software and decision and feedback electronics.
Equipment We design and manufacture portable, handheld, wireless and turnkey NDT equipment, along with corresponding data acquisition sensors and software, for spot inspections and long-term, unattended monitoring applications. We sell these solutions as individual components, or as complete systems, which include a combination of sensors, amplifiers, signal processing electronics, knowledge-based software and decision and feedback electronics.
Key Dynamics of the Asset Protection Industry 7 Table of Contents We believe the following represent key dynamics of the asset protection industry, and that the market available to us will continue to grow as these macro-market trends continue to develop: Digital Transformation of Asset Protection.
Service providers with advanced technology capabilities, a skilled workforce, and a global footprint are positioned to support recurring, long-term asset integrity programs. We believe the following represent key dynamics of the asset protection industry, and that the market available to us will continue to grow as these macro-market trends continue to develop: Digital Transformation of Asset Protection.
The following discussions should be read in conjunction with the sections of this Annual Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” OUR BUSINESS Overview Mistras Group, Inc. is a leading "one source" multinational provider of integrated technology-enabled asset integrity solutions, helping to maximize the safety and operational uptime for civilization’s most critical industrial and civil assets.
The following discussions should be read in conjunction with the sections of this Annual Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” OUR BUSINESS Overview Mistras Group, Inc., together with its subsidiaries (the "Company"), is a global leader in technology-enabled industrial asset integrity and laboratory testing solutions, serving critical industries including oil & gas, aerospace & defense, power & utilities, manufacturing, and civil infrastructure.
Given the role our solutions play in enhancing the safe and efficient operation of our customers' infrastructure, we have historically provided a majority of our solutions to our customers on a regular, recurring basis. We perform these services largely at our customers’ facilities, while primarily servicing our aerospace customers at our network of state-of-the-art, in-house laboratories.
Given the role the Company's solutions play in supporting the safe and efficient operation of customer infrastructure, the Company historically has provided a majority of its services on a recurring basis. Services are primarily performed at customer facilities, with the exception of aerospace and defense customers, which are largely served through the Company’s network of state-of-the-art laboratories.
He is certified in LEAN enterprise and manufacturing, is member of the Hydraulic Institute and the International Desalination Association, and serves on the Board of the Aquatic Animal Life Support Operators organization. Michael C. Keefe joined Mistras in December 2009. Prior to joining Mistras, Mr.
He is certified in LEAN enterprise and manufacturing, is member of the Hydraulic Institute and the International Desalination Association, and serves on the Board of the Aquatic Animal Life Support Operators organization. Eileen Coggins joined Mistras on September 15, 2025, as Chief Legal Officer and assumed the role of General Counsel and Secretary as of November 15, 2025.
Typical issues for which our technicians inspect include potential corrosion, cracking, pitting, leaking, faults and flaws in piping, storage tanks and pressure vessels, as well as a wide range of other industrial assets and public infrastructure.
Typical issues inspected by MISTRAS technicians include potential corrosion, cracking, pitting, leaking, faults and flaws in piping, storage tanks and pressure vessels, as well as a wide range of other industrial assets and public infrastructure. Asset inspections often require pre- and post-inspection industrial services, along with advanced access techniques to inspect and maintain equipment in at-height or subsea locations.
We place a data-centric focus on asset protection, enabling our customers to ease some of their biggest areas of concern (particularly the timely and accurate transfer of asset integrity data from the field to the data management systems, as well as the data’s visibility and accessibility once uploaded).
Our Growth Strategy The Company's growth strategy emphasizes the following key elements: Continue to Digitalize Asset Protection Data and Processes: The Company places a data-centric focus on asset protection, enabling customers to ease areas of concern through the ability to make data-driven decisions, particularly related to the timely and accurate transfer of asset integrity data from the field to data management systems and the visibility and accessibility of that data once uploaded.
Field Inspections Our field inspections portfolio includes traditional and advanced NDT techniques and inline inspection for pipelines. We offer these solutions on an individual basis, or as parts of enterprise inspection and testing programs. 4 Table of Contents NDT is the examination of an asset without materially impacting its structural integrity.
These solutions are offered on an individual basis or as part of an enterprise inspection and testing program to our customers. NDT is the examination of an asset without materially impacting its structural integrity.
We have provided testing and structural health monitoring and data analytical solutions on bridges and structures worldwide, including some of the largest and most well-known bridges in the United States and United Kingdom. Our sensors continuously monitor these assets, alerting owner/operators when defects are detected.
We have provided testing and structural health monitoring and data analytical solutions on bridges and structures worldwide, including some of the largest and most well-known bridges in the United States and United Kingdom. In addition to structural applications, we also perform testing and ongoing monitoring for data centers, ensuring the reliability and operational continuity of these critical facilities.
Stamatakis currently chairs the Project Phoenix Steering Committee, an initiative for which he is both the chief architect and driving force. An accomplished entrepreneur for over 30 years, Mr. Stamatakis is an executive officer of Capital Management Enterprises, Inc., a financial services and employee benefits consulting firm based in Pennsylvania. Mr.
Stamatakis is an executive officer of Capital Management Enterprises, Inc., a financial services and employee benefits consulting firm based in Pennsylvania. Mr.
Our automated data acquisition solutions utilize smart sensing and monitoring, robotic inspection systems, and digitized spot inspections to provide asset integrity data with greater insight into current and potentially future asset conditions.
Typical ancillary services provided by MISTRAS technicians include coating, insulation, and mechanical and construction support, delivered via rope access, diving, or aerial lifts. Automated data acquisition solutions use smart sensing and monitoring, robotic/unmanned inspection systems, and digitized spot inspections to deliver asset integrity data with greater insight into current and potentially future asset conditions.
Our light mechanical services are often offered as complementary, value-added solutions to inspections, such as removing insulation in order to inspect piping, then re-installing insulation. Our multi-disciplined technicians offer maintenance and light mechanical services in hard-to-access areas, and in some cases in combination with rope access or diving strategies.
These services include corrosion removal, mitigation and prevention; insulation installation and removal; electrical services; heat tracing, industrial cleaning; pipefitting; and welding. Our light mechanical services are often offered as complementary, value-added solutions to inspections, such as removing insulation in order to inspect piping, then re-installing insulation.
Executive Officers The following table and text sets forth our executive officers for the year ended December 31, 2024 and their background and experience. Name Age Position Manuel N. Stamatakis 77 Executive Chairman of the Board* Natalia Shuman 51 President and Chief Executive Officer* Edward J.
See “Risk Factors” in Item 1A for a discussion of risks relating to federal, state, local and international laws and regulations applicable to our business. Executive Officers The following table and text sets forth our executive officers for the year ended December 31, 2025 and their background and experience. Name Age Position Manuel N.
As a result, we are a trusted partner in the private space industry for our customers. Crude Oil Prices. Volatility in the energy sector has been profound during the 2015-2022 period with moderation occurring in 2023. The collapse of world oil prices in 2015 and 2016 undermined industry expansion.
We continue to implement operational efficiencies and new technologies to be able to meet customer demand and needs as they arise. As a result, we are a trusted partner in the private space industry for our customers. Crude Oil Prices. Volatility in the energy sector has been significant over the past decade.
Prajzner 58 Senior Executive Vice President and Chief Financial Officer Hani Hammad 36 Executive Vice President and Chief Operating Officer** Gennaro D'Alterio 53 Executive Vice President, Chief Commercial Officer Michael C. Keefe 68 Executive Vice President, General Counsel and Secretary John A.
Prajzner 59 Senior Executive Vice President and Chief Financial Officer Hani Hammad 37 Executive Vice President and Chief Operating Officer Gennaro D'Alterio 54 Executive Vice President, Chief Commercial Officer Eileen Coggins 60 Executive Vice President and Chief Legal Officer* *On September 15, 2025, Eileen Coggins joined Mistras as Executive Vice President and Chief Legal Officer and assumed the role of General Counsel and Secretary as of November 15, 2025.
Due to our focus on organic revenue growth and restrictions related to the debt covenants in our credit facility, we do not expect to make any acquisitions in 2025 other than small acquisitions with the approval from the lenders under our credit facility. However, we expect to make selective acquisitions beyond 2025.
Due to a focus on organic growth and constraints under existing debt covenants, MISTRAS does not expect to complete acquisitions in 2026 other than limited transactions subject to lender approval. Beyond 2026, the Company expects to pursue selective acquisitions aligned with its strategic and financial objectives.
A majority of our revenues from aerospace and defense as well as certain manufacturing customers are generated by performing inspections and testing at our various in-house laboratories. We generated revenues of $729.6 million, $705.5 million and $687.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.
We generated revenues of $724.0 million, $729.6 million and $705.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. We generated net income of $16.9 million, net income of $19.0 million and net loss of $17.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.
The expansion of our addressable markets is being driven by the increased recognition and adoption of advanced asset protection technologies (such as unmanned drone inspection devices, robotics, etc.) that are supplanting traditional methods. Capitalize on Acquisitions . We have completed several acquisitions to supplement and enhance our solutions, add new customers, expand our sales channels and accelerate our expected growth.
MISTRAS expects growth in these markets to be supported by increased adoption of advanced asset protection technologies, including robotics, automation, and unmanned inspection tools, which are increasingly replacing traditional inspection methods. Capitalize on Acquisitions: The Company has completed acquisitions to enhance its solutions, expand its customer base, and extend its geographic reach.
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Backed by an innovative, data-driven asset protection portfolio, proprietary technologies, and a decades-long legacy of industry leadership, the Company helps customers with asset-intensive and mission critical infrastructure in the oil and gas, petrochemical, aerospace and defense, industrials, power generation and transmission (including alternative and renewable energy), other process industries and infrastructure, research and engineering and other industries towards achieving and maintaining operational excellence.
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The Company provides a diversified portfolio of products and services, ranging from advanced non-destructive testing ("NDT") 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.
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By supporting these customers that help fuel our vehicles and power our society; inspecting components that are trusted for commercial, defense, and private space; and building monitoring equipment to help avoid catastrophic incidents, the Company helps the world at large with its asset integrity risk mitigation.
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With a long-standing track record of innovation and deep industry expertise, the Company helps clients reduce risk, extend asset life, and optimize operational performance.
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We have focused on providing our advanced asset protection solutions to our customers using proprietary, technology-enabled software and testing instruments, including those developed by our Products and Systems segment.
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This integrated approach enables customers to make data-driven decisions that improve asset reliability, enhance safety, reduce operational risk, and optimize performance across the asset lifecycle.
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In the past, we have made numerous acquisitions in an effort to grow our base of experienced, certified personnel, expand our service lines and technical capabilities, increase our geographical reach, complement our existing offerings, and leverage our fixed costs.
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Growth has been supported by selective acquisitions, organic expansion, and the integration of applied technologies and managed support services. The Company believes long-term growth exists across its target markets, although results may be impacted by macro- and micro-economic conditions, supply chain disruptions, customer capital spending cycles, and commodity price fluctuations.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeHowever, economic slowdowns or low oil prices have, and could continue to, result in cutbacks in contracts for our services. In addition, low oil prices could depress the level of new exploration and construction, which would adversely affect our market opportunities. If the price of oil were to decrease, our revenues, profits and cash flows may be reduced.
Biggest changeHowever, the oil and gas industry is cyclical and subject to fluctuations in commodity prices, capital spending, and production activity. In addition, economic slowdowns or low oil prices have, and could continue to, result in cutbacks in contracts for our services.
These provisions: • allow the authorized number of directors to be changed only by resolution of our Board; • require that vacancies on the Board, including newly created directorships, be filled only by a majority vote of directors then in office; • authorize our Board to issue, without stockholder approval, preferred stock that, if issued, could operate as a “poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that is not approved by our Board; • require that stockholder actions must be effected at a duly called stockholder meeting by prohibiting stockholder action by written consent; • prohibit cumulative voting in the election of directors, which may otherwise allow holders of less than a majority of stock to elect some directors; and • establish advance notice requirements for stockholder nominations to our Board or for stockholder proposals that can be acted on at stockholder meetings and limit the right to call special meetings of stockholders to the Chairman of our board, our Chief Executive Officer, our Board acting pursuant to a resolution adopted by a majority of directors or our 28 Table of Contents Secretary upon the written request of stockholders entitled to cast not less than 35% of all the votes entitled to be cast at such meeting.
These provisions: • allow the authorized number of directors to be changed only by resolution of our Board; • require that vacancies on the Board, including newly created directorships, be filled only by a majority vote of directors then in office; 28 Table of Contents • authorize our Board to issue, without stockholder approval, preferred stock that, if issued, could operate as a “poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that is not approved by our Board; • require that stockholder actions must be effected at a duly called stockholder meeting by prohibiting stockholder action by written consent; • prohibit cumulative voting in the election of directors, which may otherwise allow holders of less than a majority of stock to elect some directors; and • establish advance notice requirements for stockholder nominations to our Board or for stockholder proposals that can be acted on at stockholder meetings and limit the right to call special meetings of stockholders to the Chairman of our board, our Chief Executive Officer, our Board acting pursuant to a resolution adopted by a majority of directors or our Secretary upon the written request of stockholders entitled to cast not less than 35% of all the votes entitled to be cast at such meeting.
Our quarterly revenues and operating results may vary depending on a number of factors, including those listed previously under “—Risks Related to Our Business.” In addition, the price of our common stock is subject to general economic, market, industry, and competitive conditions, the risk factors discussed herein and numerous other conditions outside of our control.
Our quarterly revenues and operating results may vary depending on a number of factors, including those listed previously under “Risks Related to Our Business.” In addition, the price of our common stock is subject to general economic, market, industry, and competitive conditions, the risk factors discussed herein and numerous other conditions outside of our control.
In addition, due to our current debt levels and restrictions related to the debt covenants in our credit facility, we do not expect to make any acquisitions in 2025 other than small acquisitions with the approval of the lenders under our Credit Agreement.
In addition, due to our current debt levels and restrictions related to the debt covenants in our credit facility, we do not expect to make any acquisitions in 2026 other than small acquisitions with the approval of the lenders under our Credit Agreement.
An accident or incident for which we are found partially or fully responsible, even if fully insured, or even an incident at a customer or site for which we provide services although we were 23 Table of Contents found not to be responsible, may also result in negative publicity, which would harm our reputation among our customers and the public, cause us to lose existing and future contracts or make it more difficult for us to compete effectively, thereby significantly harming our operating performance.
An accident or incident for which we are found partially or fully responsible, even if fully insured, or even an incident at a customer or site for which we provide services although we were found not to be responsible, may also result in negative publicity, which would harm our reputation among our customers and the public, cause us to lose existing and future contracts or make it more difficult for us to compete effectively, thereby significantly harming our operating performance.
Our operating results could be adversely affected by a reduction in business with our significant customers. We derive a significant amount of revenues from a few customers. Taken as a group, our top ten customers were responsible for approximately 36%, 35%, and 33% of our revenues for the years ended December 31, 2024, 2023 and 2022, respectively.
Our operating results could be adversely affected by a reduction in business with our significant customers. We derive a significant amount of revenues from a few customers. Taken as a group, our top ten customers were responsible for approximately 36%, 36%, and 35% of our revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
Dollar relative to these foreign currencies have a direct impact on the value in U.S. Dollars of our foreign currency denominated 26 Table of Contents assets and liabilities, even if the value of these items has not changed in their original currency. We do not currently enter into forward exchange contracts to hedge exposures denominated in foreign currencies.
Dollar relative to these foreign currencies have a direct impact on the value in U.S. Dollars of our foreign currency denominated assets and liabilities, even if the value of these items has not changed in their original currency. We do not currently enter into forward exchange contracts to hedge exposures denominated in foreign currencies.
If we lose key members of our senior management team upon whom we are dependent, we may be less effective in managing our operations and may have more difficulty achieving our strategic objectives. Our future success depends to a considerable degree upon the availability, contributions, vision, skills, experience and effort of our senior management team.
If we lose key members of our senior management team upon whom we are dependent, we may be less effective in managing our operations and may have more difficulty achieving our strategic objectives. 29 Table of Contents Our future success depends to a considerable degree upon the availability, contributions, vision, skills, experience and effort of our senior management team.
For the years ended December 31, 2024, 2023 and 2022, we generated approximately 31%, 29%, and 29% of our revenues outside the United States, respectively. In addition, our international operations as a percentage of our business may increase over time. Our primary operations outside the United States are in Canada, Germany, France, the United Kingdom, the Netherlands, and Brazil.
For the years ended December 31, 2025, 2024 and 2023, we generated approximately 30%, 31%, and 29% of our revenues outside the United States, respectively. In addition, our international operations as a percentage of our business may increase over time. Our primary operations outside the United States are in Canada, Germany, France, the United Kingdom, the Netherlands, and Brazil.
Many of our customers have strict requirements concerning safety or loss time occurrences and if we are unable to meet these requirements it could result in lost revenues. In the future, governmental agencies may seek to change current regulations or impose additional regulations on our business.
Many of our customers have strict requirements concerning safety or loss time occurrences and if we are unable to meet these requirements it could result in lost revenues. In the future, governmental agencies may seek to change current regulations or impose additional regulations on our 22 Table of Contents business.
Software or system defects or inaccurate data may cause incorrect recording, reporting or display of information related to our asset protection solutions. Any such failures, defects and inaccurate data may prevent us from successfully providing our asset protection solutions, which could result in lost revenues.
Software or system defects or inaccurate data may cause incorrect recording, reporting or display of information related to our asset protection solutions. 23 Table of Contents Any such failures, defects and inaccurate data may prevent us from successfully providing our asset protection solutions, which could result in lost revenues.
However, an unplanned loss or interruption of the service of numerous key members of our senior management team could harm our business, financial condition and results of operations and could significantly reduce our ability to manage our operations and implement our strategy. 29 Table of Contents Intellectual property may impact our business and results of operations.
However, an unplanned loss or interruption of the service of numerous key members of our senior management team could harm our business, financial condition and results of operations and could significantly reduce our ability to manage our operations and implement our strategy. Intellectual property may impact our business and results of operations.
This concentration of ownership could be disadvantageous to other stockholders with differing interests from the family of Dr. Vahaviolos. We currently have no plans to pay dividends on our common stock.
This concentration of ownership could be disadvantageous to our other stockholders with interests differing from interests of the family members. We currently have no plans to pay dividends on our common stock.
Future deterioration in industry or economic conditions in which we operate, including increased inflationary costs, costs associated with proposed tariffs or other trade restrictions, energy costs, labor costs, social pressures and disruptions in Europe, the Middle East or elsewhere as a result of the war between Russia and Ukraine and the conflict between Israel and Hamas, disruptions to our business, not effectively integrating acquired businesses, macroeconomic factors or other factors, may cause impairment charges to our goodwill in future periods.
Future deterioration in industry or economic conditions in which we operate, including increased inflationary costs, costs associated with tariffs or other trade restrictions, energy costs, labor costs, social pressures and disruptions in Europe, the Middle East, including the recent conflict between the U.S. and Iran, or elsewhere as a result of the ongoing war between Russia and Ukraine and the conflict between Israel, Hamas and other actors, disruptions to our business, not effectively integrating acquired businesses, macroeconomic factors, other geopolitical tensions or other factors, may cause impairment charges to our goodwill in future periods.
This concentration pertains almost exclusively to our North America segment, which accounted for 81%, 82% and 83% of our revenues for the years ended December 31, 2024, 2023 and 2022, respectively. These customers are primarily in the oil and gas 22 Table of Contents sector.
This concentration pertains almost exclusively to our North America segment, which accounted for 81%, 81%, and 82% of our revenues for the years ended December 31, 2025, 2024 and 2023, respectively. These customers are primarily in the oil and gas sector.
In addition, no assurance can be given that adequate or acceptable financing will be available to us, in which case we may not be able to grow our business, including through acquisitions, or respond to business challenges. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
In addition, no assurance can be given that adequate or acceptable financing will be available to us, in which case we may not be able to grow our business, including through acquisitions, or respond to business challenges.
We cann ot predict the size of future issuances of our common stock or the effect, if any, that future sales and issuances of shares of our common stock, or the perception of such sales or issuances, would have on the market price of our common stock. We currently have approximately 170 million shares of common stock available for issuance.
We cann ot predict the size of future issuances of our common stock or the effect, if any, that future sales and issuances of shares of our common stock, or the perception of such sales or issuances, would have on the market price of our common stock.
We may consider entering into hedging or forward exchange contracts in the future, as sales in international currencies increase due to growth in our International segment. We face risks regarding our information technology and security. Significant disruptions of our information technology systems or breaches of information security could adversely affect our business.
We may consider entering into hedging or forward exchange contracts in the future, as sales in international currencies increase due to growth in our International segment. We face risks regarding our information technology and security.
We may be affected by climate change and market or regulatory responses to climate change Climate change could have a material adverse effect on our results of operations, financial condition, and liquidity.
As a result, our actual performance may differ materially from our expectations. We may be affected by climate change and market or regulatory responses to climate change Climate change and related legislative, regulatory, and market developments could have a material adverse effect on our results of operations, financial condition, and liquidity.
In addition, if our costs of labor or related costs increase for other reasons or if new or revised labor laws, rules or regulations or healthcare laws are adopted or implemented that further increase our labor costs, our financial performance could be materially adversely affected. 24 Table of Contents Our initiatives to improve our financial performance may not achieve results within expected time frames, or at expected levels.
In addition, if our costs of labor or related costs increase for other reasons or if new or revised labor laws, rules or regulations or healthcare laws are adopted or implemented that further increase our labor costs, our financial performance could be materially adversely affected.
Provisions of our certificate of incorporation, bylaws and of Delaware law could discourage, delay or prevent a change of control of our company, which may adversely affect the market price of our common stock.
We currently have approximately 168 million shares of common stock available for issuance as of the date of this Annual Report. Provisions of our certificate of incorporation, bylaws and of Delaware law could discourage, delay or prevent a change of control of our company, which may adversely affect the market price of our common stock.
Our credit agreement contains financial and operating restrictions that may limit our access to credit. If we fail to comply with financial or other covenants in our credit agreement, we may be required to repay indebtedness to our existing lenders, which may harm our liquidity.
If we fail to comply with financial or other covenants in our credit agreement, we may be required to repay indebtedness to our existing lenders, which may harm our liquidity. 25 Table of Contents Our credit agreement contains financial covenants that require us to maintain compliance with specified financial ratios.
Accordingly, you should not consider the following to be a complete discussion of all risks and uncertainties pertaining to us and our common stock. Risks Related to Our Business Due to our dependency on customers in the oil and gas industry, we are susceptible to prolonged negative trends relating to this industry that could adversely affect our operating results.
Risks Related to Our Business Due to our dependency on customers in the oil and gas industry, we are susceptible to prolonged negative trends relating to this industry that could adversely affect our operating results. Our customers in the oil and gas industry have accounted for a substantial portion of our historical revenues.
If the market for our asset protection 25 Table of Contents solutions does not continue to develop, our ability to grow our business would be limited and we might not be able to maintain profitability.
If the market for our asset protection solutions does not continue to develop, our ability to grow our business would be limited and we might not be able to maintain profitability. If we cannot convince our customers of the advantages and value of our advanced NDT services, we could lose large contracts or suffer lower profit margin.
The concentrated ownership of our common stock may prevent other stockholders from influencing significant corporate decisions. Dr. Sotirios J.
Risks Related to Our Common Stock The family of our late founder and Chairman Emeritus may be able to exert significant influence over the direction of our business. The concentrated ownership of our common stock may prevent other stockholders from influencing significant corporate decisions. The widow of Dr. Sotirios J.
Our customers in the oil and gas industry have accounted for a substantial portion of our historical revenues. Specifically, they accounted for approximately 57%, 59%, and 56% of our revenues for the years ended December 31, 2024, 2023 and 2022, respectively.
Specifically, they accounted for approximately 55%, 57%, and 59% of our revenues for the years ended December 31, 2025, 2024 and 2023, respectively. Although we have expanded our customer base into industries other than the oil and gas industry, we still receive a majority of our revenues from this industry.
We have undertaken strategies to transform our business so that we may operate more effectively, streamline and rationalize our cost structures, and look for strategic opportunities to expand our revenue and become more profitable. The extent of our future success depends on how successful we are in these endeavors.
Our initiatives to improve our financial performance may not achieve results within expected time frames, or at expected levels. We have undertaken strategies to transform our business so that we may operate more effectively, streamline and rationalize our cost structures, and look for strategic opportunities to expand our revenue and become more profitable.
If we cannot convince our customers of the advantages and value of our advanced NDT services, we could lose large contracts or suffer lower profit margin. The seasonal nature of our business reduces our revenues and profitability in the winter and summer and related cash flows. Our business is seasonal.
The seasonal nature of our business reduces our revenues and profitability in the winter and summer and related cash flows. Our business is seasonal.
We rely upon information technology systems to operate many parts of our business. We routinely collect, store and transmit large amounts of sensitive or confidential information, including data from the results of our testing and inspections. We deploy and operate various technical and procedural controls to maintain the confidentiality and integrity of such sensitive or confidential information.
We rely extensively on information technology systems to operate and support many aspects of our business, including data management, customer communications, and financial and operational processes. We routinely collect, store, process, and transmit significant amounts of sensitive, confidential, or proprietary information, including customer data, intellectual property, and the results of our testing and inspection services.
In addition, headcount reductions can result in lower employee morale and result in employees deciding to leave the Company, which would further adversely impact our businesses. We operate in competitive markets and if we are unable to compete successfully, we could lose market share and revenues and our margins could decline.
Additionally, headcount reductions and process changes may negatively impact employee morale, potentially leading to higher turnover, loss of key personnel, and further operational challenges, which could materially affect our financial performance. 24 Table of Contents We operate in competitive markets and if we are unable to compete successfully, we could lose market share and revenues and our margins could decline.
We have completed most phases of the project in 2023, wherein efficiency and profitability opportunities were identified, actionable initiatives were validated, and many of these actions have been implemented prospectively throughout 2024.
Most phases of Project Phoenix were completed in 2023, including the identification of efficiency and profitability opportunities, validation of actionable initiatives, implementation of key changes throughout 2024, and the continuation of ongoing cost containment and related initiatives during 2025.
In 2023, we commenced a broad review of our operations, which we refer to as "Project Phoenix". Through Project Phoenix, we have been exploring ways to improve profitability and Adjusted EBITDA, through meaningful margin improvement and sustained cost savings.
The extent of our future success depends on how successful we are in these endeavors. In 2023, we initiated a broad operational review, referred to as “Project Phoenix,” aimed at improving profitability and Adjusted EBITDA through meaningful margin enhancement and sustained cost savings.
We also have operations in Belgium, Greece, India and Mexico.
We also have operations in Belgium, Greece, India and Mexico. From time to time, we may conduct business in other jurisdictions where we do not maintain significant or core operations.
Should a natural disaster or some other event occur that damages our primary data center or significantly disrupts its operation, such as human error, fire, flood, power loss, telecommunications failure, break-ins, terrorist attacks, acts of war and similar events, we could suffer temporary interruption of key functions and capabilities before the back-up facility is fully operational.
In addition, much of our computer and communications hardware is located at a primary facility, and although we maintain a geographically separate backup data center, a natural disaster, human error, fire, flood, power loss, telecommunications failure, cyberattack, or similar event could cause temporary interruptions of our key functions and capabilities.
Our operations and those of our customers are susceptible to the occurrence of catastrophic events outside our control, which may include events like epidemics, pandemics and other health crises, severe weather conditions, industrial accidents, and acts of war and terrorism, to name a few.
Our operations, and those of our customers, are susceptible to catastrophic events outside our control, including natural disasters, severe weather events, industrial accidents, epidemics or pandemics, acts of war or terrorism, and other large-scale disruptions. Any such events could cause significant business interruption, property damage, or supply chain disruption that could adversely affect our operations, financial results, and cash flows.
In addition, changes in international, federal, state and local legislation and regulation based on concerns about climate change and increasing climate-related disclosures, including the rules proposed by the SEC, could result in increased compliance and data collection costs if, and when, such laws and regulations become effective. Our international operations are subject to risks relating to non-U.S. operations.
New and evolving international, federal, state, and local legislation and regulation based on concerns about climate change, including emerging climate disclosure and reporting requirements such as the SEC’s final climate-related disclosure rules, which were stayed in April 2024, may also increase our compliance, data collection, and reporting costs.
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For example, it is unclear what effects the on-going war between Russia and Ukraine and the conflict in the Middle East between Israel and Hamas are likely to have on the world economy and certain of our target markets, including particularly the oil and gas market, in the near and long term.
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For example, ongoing geopolitical conflicts, including the war between Russia and Ukraine, the unrest in the Middle East, including the recent conflict between the U.S. and Iran, and the recent intervention in Venezuela, continue to contribute to global energy market volatility, supply chain disruption, and economic uncertainty that could affect certain of our end markets, particularly oil and gas.
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In addition, macroeconomic factors such as inflation, unemployment, interest rates, and tariffs or trade barriers (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada, Mexico and other countries and any retaliatory actions take by such countries) amongst others, will impact our business.
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Broader macroeconomic conditions, including inflationary pressures, higher interest rates, labor market tightness, and evolving trade policies or tariffs and retaliatory responses, may also impact our costs, customer spending, and project timing. In addition, emerging regulatory and market developments related to climate change, the use of AI, cybersecurity, and sustainability reporting may introduce new compliance requirements or operational risks.
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Although we have expanded our customer base into industries other than the oil and gas industry, we still receive a majority of our revenues from this industry. Our services are vital to the operators of plants, refineries, and pipelines, and we have expanded our services offerings, such as expanding our mechanical and in-line inspection services capabilities.
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Accordingly, the following discussion should not be viewed as an exhaustive list of all risks and uncertainties that could impact our business or the value of our common stock.
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If the price of oil reaches record, or near record levels as it did in 2023, we may experience delays or deferrals in performing inspection services to customers in the oil and gas industry.
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Our services remain critical to the integrity and safety of energy infrastructure, including refineries, pipelines, offshore platforms, and petrochemical facilities. We have broadened our portfolio to include enhanced mechanical and in-line inspection services, digital and data-driven integrity solutions, and asset protection technologies.
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While we continue to expand our market presence in the aerospace, power generation and transmission, and the chemical processing industries, among others, these markets are also cyclical in nature and as such, are subject to economic downturns.
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While oil prices have generally stabilized in 2025 following periods of volatility in prior years, any sustained decline could lead to reduced maintenance spending and deferrals of nonessential projects by our customers, which would adversely affect demand for our services and our results of operations.
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In addition, it is unclear what the continued effects the war between Russia and Ukraine and the conflict in the Middle East between Israel and Hamas are likely to have on the world economy and certain of our target markets, including particularly the oil and gas market, in the near and long term.
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Conversely, sustained periods of elevated oil prices can also negatively impact our business if our customers delay inspection and maintenance activities due to higher operating costs, supply chain constraints, or labor shortages. Demand for a substantial portion of our products and services depends on the level of capital expenditures invested in the oil and natural gas industry.
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However, the on-going war between Russia and Ukraine continues to create disruptions in the oil and gas market and the supply chain in general, which is resulting in some disruption to our business operations.
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Ongoing uncertainties related to future crude oil demand and the willingness of operators to invest in U.S. land-based drilling, completion and production activities given efficiencies gained and regulatory pressures may result in a material adverse impact on our financial condition, results of operations and cash flows.
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Our European operations are currently experiencing increased costs associated with higher energy costs, among 21 Table of Contents others, due in part to the on-going war between Russia and Ukraine.
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Any prolonged reduction in the overall level of exploration and production activities, whether resulting from changes in oil and natural gas prices or otherwise, could have an adverse effect on our equipment utilization, revenues, cash flows and profitability; our ability to obtain additional capital to finance our business and the cost of that capital; and our ability to attract and retain skilled personnel. 20 Table of Contents We continue to diversify our business across other end markets, including aerospace and defense, power generation and transmission, chemical processing, and infrastructure, as well as emerging opportunities in renewable energy and advanced materials.
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We may also experience increased costs associated with tariffs or trade barriers (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada, Mexico and other countries and any retaliatory actions taken by such countries).
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These industries, however, are also cyclical and can be affected by economic slowdowns, supply chain challenges, and changes in government policies or investment levels.
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Project Phoenix has resulted in significant cost reductions, primarily through headcount reductions, more efficient workflows, and streamlining of processes, and also led to developing and initiating action plans to increase revenue. We believe our Project Phoenix initiatives will benefit the Company and our stockholders in the long run.
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Geopolitical instability, including the ongoing war between Russia and Ukraine, conflict in the Middle East, including the recent conflict between the U.S. and Iran, and the recent intervention in Venezuela, continues to contribute to energy market volatility and broader macroeconomic uncertainty.
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However, we cannot be certain that some of the cost reductions could result in problems with our operations, lost opportunities, weakening of controls and procedures or other adverse effects if we misjudged the impact of the headcount reductions and other changes that we have implemented and are currently implementing.
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These conflicts have disrupted global supply chains and contributed to elevated energy and material costs in certain regions, particularly impacting our European operations.
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Our credit agreement contains financial covenants that require us to maintain compliance with specified financial ratios.
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Additionally, evolving trade policies, tariffs, and other regulatory or retaliatory actions affecting the flow of goods and materials, particularly between the United States, China, and other major trading partners, could increase our operating costs or impact customer demand in certain markets. Any of these factors could adversely affect our revenues, profitability, and cash flows.
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Furthermore, as we automate more of our inspection process and procedures, including through the use of MISTRAS Digital, we become more vulnerable to security breaches and other system disruptions.
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If we are unable to successfully execute our growth strategy, our business, financial condition, and results of operations could be materially and adversely affected Our long‑term growth strategy depends on expanding and digitalizing our asset‑protection solutions, increasing our presence in certain end markets, broadening our mechanical services, enhancing technology‑enabled offerings, and expanding our solutions to new and existing customers.
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In addition, we rely on third parties for significant elements of our information technology infrastructure and, as a result, we are managing many independent vendor relationships with third parties who may or could have access to our confidential information.
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Successful execution of our long-term growth strategy requires ongoing innovation, effective technology development, sufficient capital investment, scalable operations, qualified personnel, and strong customer and partner relationships. We may not achieve the growth contemplated by our strategic plans.
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The size and complexity of our information technology and information security systems, and those of our third-party vendors with whom we contract (and the large amounts of confidential information that is present on them), make such systems potentially vulnerable to service interruptions or to security breaches from inadvertent or intentional actions by our employees or vendors, or from attacks by malicious third parties.
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Our growth initiatives could take longer or cost more than expected, may not generate anticipated returns, or may be constrained by customer adoption rates, competitive pressures, regulatory changes, or operational limitations. If we fail to implement these growth initiatives successfully, or if they do not produce the expected benefits, our revenue trajectory, profitability, and competitive position could be materially harmed.
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Such attacks are of ever-increasing levels of sophistication and expertise, including organized criminal groups, “hacktivists” and others. Due to the nature of some of these attacks, there is a risk that they may remain undetected for a period of time.
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In addition, government incentives supporting renewable energy development and the broader energy transition may cause shifts in capital allocation away from traditional oil and gas infrastructure, which could reduce activity levels in markets we serve.
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While we have invested in the protection of data and information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches.
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Conversely, increased investment in renewable and alternative energy sources may create new opportunities for our services; however, the pace and scale of such transitions remain uncertain.
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Any such interruption or breach of our systems could adversely affect our business operations and/or result in the loss of critical or sensitive confidential information, and could result in financial, legal, business and reputational harm to us. We maintain cyber liability insurance.
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In addition, in October 2023, California enacted the Climate Corporate Data Accountability Act (“SB-253”), which mandates the disclosure of greenhouse gas emissions, including Scope 1, Scope 2 and Scope 3 emissions; and the Climate-Related Financial Risk Act (“SB-261”), which mandates the disclosure of climate-related financial risks, and measures adopted to reduce and adapt to such risks.
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However, this insurance may not be sufficient to cover the financial, legal, business or reputational losses that may result from an interruption or breach of our systems.
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California has delayed formal rulemaking for SB-253 until the first quarter of 2026. As of the date of this Annual Report, SB-261 is subject to a court injunction on its implementation. We continue to monitor and review developments relating to SB-253 and SB-261.
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The occurrence or perception of security breaches in connection with our asset protection solutions or our customers’ concerns about internet security or the security of our solutions, whether warranted or not, would likely harm our reputation and business, inhibit market acceptance of our asset protection solutions and cause us to lose customers, any of which would harm our financial condition and results of operations.
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Meeting these evolving regulatory and stakeholder expectations may require additional investment in systems, processes, and personnel, and noncompliance could result in reputational or legal risks. Any of these factors, individually or collectively, could adversely affect our results of operations, financial condition, and liquidity. 21 Table of Contents Our international operations are subject to risks relating to non-U.S. operations.
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In addition, much of our computer and communications hardware is located at a single facility. We have a back-up data-center and storage in a different geographic area.
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These efforts have resulted in cost reductions through headcount optimization, streamlined workflows, and process improvements, as well as the development of plans to increase revenue.
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We continue to actively monitor the conflict in the Middle East between Israel and Hamas, and the war between Russia and Ukraine and the sanctions imposed upon Russia in order to assess impacts to our customers and our operations.
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While we believe Project Phoenix and ongoing cost containment initiatives will benefit the Company and its stockholders over the long term, there is no certainty that the initiatives will produce the intended results on our expected timeframes or at all.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Chief Information Officer has over 20 years of IT leadership and cybersecurity experience, and the Information Technology Leadership Team overall has a combined fifteen years of cybersecurity experience. The Chief Information Officer and members of the Information Technology Leadership Team maintain industry recognized credentials relevant to their roles and stay informed on the latest trends and technologies.
Biggest changeThe Chief Information Officer has over 20 years of IT leadership and cybersecurity experience, and the Information Technology Leadership Team overall has a combined fifteen years of cybersecurity experience.
The Audit Committee, Enterprise Risk Committee, and the Information Technology Leadership Team support the Board in the oversight of our information security program and are focused on cybersecurity and data privacy risk, including compliance with all applicable laws and regulations, incident response 30 Table of Contents planning, timely identification and assessment of incidents, incident recovery and business continuity considerations.
The Audit Committee, Enterprise Risk Committee, and the Information Technology Leadership Team support the Board in the oversight of our information security program and are focused on cybersecurity and data privacy risk, including compliance with all applicable laws and regulations, incident response planning, timely identification and assessment of incidents, incident recovery and business continuity considerations.
While we have implemented measures to safeguard our operational and technology systems and have established a culture of continuous learning, monitoring and improvement, the evolving nature of cybersecurity attacks and vulnerabilities means that these protections may not always be effective.
While we have implemented measures to safeguard our operational and technology systems and have established a culture of continuous learning, monitoring and improvement, the evolving nature of cybersecurity attacks and vulnerabilities means that these protections may 32 Table of Contents not always be effective.
The Chief Information Officer manages both an Information Security team and an IT Risk team within the Department of Information Technology. The IT Risk team works closely with our Data Privacy Officer for governance and compliance related to regulations and frameworks for data classification, data privacy, handling of private data and controlled unclassified information, and internal policies and procedures.
The IT Risk team works closely with our Data Privacy Officer for governance and compliance related to regulations and frameworks for data classification, data privacy, handling of private data and controlled unclassified information, and internal policies and procedures.
We recognize the importance of overseeing and identifying material risks from cybersecurity threats associated with our use of third-party vendors. We perform a thorough review of the cyber security measures in place, including any documented third-party audits, for any partners who process our data. Sign-off is required by the Information Security team before agreements can be put in place.
We perform a thorough review of the cyber security measures in place, including any documented third-party audits, for any partners who process our data. Sign-off is required by the Information Security team before agreements can be put in place.
Our cybersecurity risk management and internal controls program are aligned to ISO27001 Standards and the National Institute of Standards and Technology (NIST) framework. As part of our cybersecurity program management activities and our continuing efforts to evaluate and enhance the effectiveness of our cybersecurity policies and procedures, we actively engage internal and prominent external experts, as well as industry participants.
As part of our cybersecurity program management activities and our continuing efforts to evaluate and enhance the effectiveness of our cybersecurity policies and procedures, we actively engage internal and prominent external experts, as well as industry participants.
Cyber security assessments are performed at least annually, results are documented and reviewed, and 31 Table of Contents mitigation plans are put in place to reduce any threats identified. The classification of data processed by any system is considered when implementing mitigations.
Cyber security assessments are performed at least annually, results are documented and reviewed, and mitigation plans are put in place to reduce any threats identified. The classification of data processed by any system is considered when implementing mitigations. We recognize the importance of overseeing and identifying material risks from cybersecurity threats associated with our use of third-party vendors.
Simulated testing occurs multiple times throughout the year, including drop testing and SPAM / PHISHING campaigns, and the results are tracked for compliance and we address any weaknesses identified in such trainings and testings as necessary. The Information Security team performs internal threat hunting, vulnerability scanning, log aggregation, and identity monitoring on an on-going basis.
Simulated testing occurs multiple times throughout the year, including drop testing and SPAM / PHISHING campaigns, and the results are tracked for compliance and we address any weaknesses identified in such trainings and testing as necessary. We have established an AI Oversight Committee, which is responsible for governance and oversight of the use of AI technologies.
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Risk Management and Strategy The IT Risk team uses an asset-based risk approach for evaluating cybersecurity risks and appropriate risk mitigation. All IT assets are reviewed against a broad range of risks twice a year and are evaluated for likelihood of occurrence and impact should they occur.
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The Chief Information Officer and members of the Information Technology Leadership Team maintain industry recognized credentials relevant to their roles and stay informed on the latest trends and technologies. 31 Table of Contents The Chief Information Officer manages both an Information Security team and an IT Risk team within the Department of Information Technology.
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These risks are then mapped to our global inventory of systems and the type of data as well as the number of systems to which a risk applies are evaluated.
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Risk Management and Strategy Our IT Risk team conducts assessments of the Company’s most significant IT and cybersecurity risks. Assessment results are leveraged by IT leadership, along with other inputs, to mitigate and manage these risks. Although no system can eliminate all risks, our risk-based approach ensures that reasonably known threats are identified, and material risks are appropriately addressed.
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These factors are used to determine a risk score for each of the reviewed risks, and mitigations are subsequently applied to reduce those risk scores to determine the areas of focus for increasing mitigations. This exercise is logged biannually to monitor improvement.
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In addition, we have adopted an enterprise AI policy that establishes guardrails for the use of AI by our employees, including requirements related to data protection, confidentiality, and cybersecurity risk management. The Information Security team performs internal threat hunting, vulnerability scanning, log aggregation, and identity monitoring on an on-going basis.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWhile we lease most of our facilities, as of December 31, 2024, we owned properties located in Monroe, North Carolina; Trainer, Pennsylvania; LaPorte, Texas; Burlington, Washington; Evanston, Wyoming; and Jonquiere, Quebec, Canada. Our North America segment utilizes approximately 71 facilities throughout North America (including Canada and Mexico).
Biggest changeWhile we lease most of our facilities, as of December 31, 2025, we owned properties located in Monroe, North Carolina; Trainer, Pennsylvania; LaPorte, Texas; Burlington, Washington; Evanston, Wyoming; and Jonquiere, Quebec, Canada. Our North America segment utilizes approximately 55 facilities throughout North America (including Canada and Mexico).
Our Products and Systems segment’s primary location is in our Princeton Junction, New Jersey facility. Our International segment has approximately 30 facilities including locations in Belgium, Brazil, France, Germany, Greece, India, the Netherlands and the United Kingdom. We believe that all of our facilities are well maintained and are suitable and adequate for the foreseeable future.
Our Products and Systems segment’s primary location is in our Princeton Junction, New Jersey facility. Our International segment has approximately 31 facilities including locations in Belgium, Brazil, France, Germany, Greece, India, the Netherlands and the United Kingdom. We believe that all of our facilities are well maintained and are suitable and adequate for the foreseeable future.
ITEM 2. PROPERTIES As of December 31, 2024, we operated approximately 105 facilities in 11 countries, with our corporate headquarters located in Princeton Junction, New Jersey. Our headquarters in Princeton Junction is our primary location, where most of our manufacturing and research and development is conducted.
ITEM 2. PROPERTIES As of December 31, 2025, we operated approximately 95 facilities in 11 countries, with our corporate headquarters located in Princeton Junction, New Jersey. Our headquarters in Princeton Junction is our primary location, where most of our manufacturing and research and development is conducted.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSee “Legal Proceedings and Government Investigations - Litigation and Commercial Claims” in Note 18-Commitments and Contingencies to our audited consolidated financial statements contained in Item 8 of this Annual Report for a description of legal proceedings involving us and our business, which is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES None.
Biggest changeSee “Legal Proceedings and Government Investigations - Litigation and Commercial Claims” in Note 17-Commitments and Contingencies to our audited consolidated financial statements contained in Item 8 of this Annual Report for a description of legal proceedings involving us and our business, which is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES None.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeStock Performance The line graph below compares the cumulative total shareholder value return of our common shares with the cumulative total returns of an overall stock market index, the Russell 3000, and our peer group index. This graph assumes an investment of $100 in our common shares and each index (with all dividends reinvested) on December 31, 2019.
Biggest changeStock Performance 33 Table of Contents The line graph below compares the cumulative total shareholder value return of our common shares with the cumulative total returns of an overall stock market index, the Russell 3000, and our peer group index (Russell Midcap value index).
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES Market for Common Stock Our common stock currently trades on the New York Stock Exchange under the ticker symbol “MG.” Holders of Record 32 Table of Contents As of March 7, 2025, th ere were 10 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES Market for Common Stock Our common stock currently trades on the New York Stock Exchange under the ticker symbol “MG.” Holders of Record As of March 9, 2026, there were 10 holders of record of our common stock.
Purchases of Equity Securities The following table sets forth the shares of our common stock we acquired during the fourth quarter of 2024. All purchases were effected pursuant to the surrender of shares by employees to satisfy minimum tax withholding obligations in connection with the vesting of restricted stock units.
All purchases were effected pursuant to the surrender of shares by employees to satisfy minimum tax withholding obligations in connection with the vesting of restricted stock units.
Month Ending Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) October 31, 2024 — $ — November 30, 2024 726 $ 10.12 December 31, 2024 12,270 $ 9.06 `ITEM 6. [RESERVED] 33 Table of Contents
Month Ending Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) October 31, 2025 — $ — November 30, 2025 195 $ 12.45 December 31, 2025 11,050 $ 12.66 ITEM 6. RESERVED Not applicable. 34 Table of Contents
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This graph assumes an investment of $100 in our common shares and each index (with all dividends reinvested) on December 31, 2020. Purchases of Equity Securities The following table sets forth the shares of our common stock we acquired during the fourth quarter of 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeIncome (Loss) from Operations The following table shows a reconciliation of segment income (loss) from operations to income (loss) before special items (unaudited) for the years ended December 31, 2024 and 2023: For the year ended December 31, 2024 2023 ($ in thousands) North America: Income from operations (GAAP) $ 62,286 $ 55,170 Reorganization and other costs 2,046 960 Legal settlement and insurance (recoveries) charges, net (808) 1,058 Income before special items (non-GAAP) $ 63,524 $ 57,188 International: Income (loss) from operations (GAAP) $ 6,275 $ (12,229) Goodwill Impairment charges — 13,799 Reorganization and other costs 1,086 351 Income before special items (non-GAAP) $ 7,361 $ 1,921 Products and Systems: Income from operations (GAAP) $ 2,510 $ 267 Reorganization and other costs 184 382 Income before special items (non-GAAP) $ 2,694 $ 649 Corporate and Eliminations: Loss from operations (GAAP) $ (31,245) $ (45,112) Environmental expense 1,660 — Reorganization and other costs 2,199 10,576 Acquisition-related expense, net 2 9 Loss before special items (non-GAAP) $ (27,384) $ (34,527) Total Company: Income (loss) from operations (GAAP) $ 39,826 $ (1,904) Goodwill Impairment charges — 13,799 Legal settlement and insurance (recoveries) charges, net (808) 1,058 Environmental expense 1,660 — Reorganization and other costs 5,515 12,269 Acquisition-related expense, net 2 9 Income before special items (non-GAAP) $ 46,195 $ 25,231 See " Note about Non-GAAP Measures" in this Annual Report for an explanation of our use of non-GAAP measures.
Biggest changeDepreciation and amortization decreased by $0.8 million to $8.6 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024. 40 Table of Contents Income (Loss) from Operations The following table shows a reconciliation of segment income (loss) from operations to income (loss) before special items (unaudited) for the years ended December 31, 2025 and 2024: For the year ended December 31, 2025 2024 ($ in thousands) North America: Income from operations (GAAP) $ 62,788 $ 62,286 Reorganization and other costs 4,287 2,046 Legal settlement and insurance recoveries, net — (808) Income before special items (non-GAAP) $ 67,075 $ 63,524 International: Income from operations (GAAP) $ 10,353 $ 6,275 Reorganization and other costs 1,590 1,086 Income before special items (non-GAAP) $ 11,943 $ 7,361 Products and Systems: Income from operations (GAAP) $ 2,651 $ 2,510 Reorganization and other costs 356 184 Income before special items (non-GAAP) $ 3,007 $ 2,694 Corporate and Eliminations: Loss from operations (GAAP) $ (35,220) $ (31,245) Environmental expense 1,743 1,660 Reorganization and other costs 6,421 2,201 Loss before special items (non-GAAP) $ (27,056) $ (27,384) Total Company: Income from operations (GAAP) $ 40,572 $ 39,826 Legal settlement and insurance recoveries, net — (808) Environmental expense 1,743 1,660 Reorganization and other costs 12,654 5,517 Income before special items (non-GAAP) $ 54,969 $ 46,195 See " Note about Non-GAAP Measures" in this Annual Report for an explanation of our use of non-GAAP measures.
In this MD&A under the heading "Income (loss) from Operations", 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 for the "Total Company", with tables reconciling the "Income (loss) from operations before special items" to "Income (loss) from operations", which is a financial measure under GAAP.
In this MD&A under the heading "Income from Operations", 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 for the "Total Company", with tables reconciling the "Income (loss) from operations before special items" to "Income (loss) from operations", which is a financial measure under GAAP.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 are included in Part II–Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 11, 2024, which discussion is incorporated herein by reference.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 are included in Part II–Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 11, 2025, which discussion is incorporated herein by reference.
Off-Balance Sheet Arrangements During the years ended December 31, 2024 and 2023, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Off-Balance Sheet Arrangements During the years ended December 31, 2025 and 2024, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Any significant adverse changes in future periods to the Company’s internal forecasts or the external market conditions, if any, could reasonably be expected to negatively affect its key assumptions and may result in future goodwill impairment charges which could be material. We elected to perform a quantitative assessment of goodwill on October 1, 2024.
Any significant adverse changes in future periods to the Company’s internal forecasts or the external market conditions, if any, could reasonably be expected to negatively affect its key assumptions and may result in future goodwill impairment charges which could be material. We elected to perform a quantitative assessment of goodwill on October 1, 2025.
We continue to take steps to reduce spending and preserve cash. Our Credit Agreement does not limit our ability to acquire other businesses or companies except for certain provisions as described within Note 11-Long-Term Debt of the notes to the consolidated financial statements .
We continue to take steps to reduce spending and preserve cash. Our Credit Agreement does not limit our ability to acquire other businesses or companies except for certain provisions as described within Note 10 - Long-Term Debt of the notes to the consolidated financial statements .
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following Management’s Discussion and Analysis (this “MD&A”) provides a discussion of our results of operations and financial position for the year ended December 31, 2024. This section generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following Management’s Discussion and Analysis (this “MD&A”) provides a discussion of our results of operations and financial position for the year ended December 31, 2025. This section generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
We historically spend approximately 2% to 3% of our total revenues on capital expenditures, excluding acquisitions, and expect to fund these expenditures through a combination of cash and lease financing. Our cash capital expenditures, excluding acquisitions, for each of the years ended December 31, 2024 and 2023 were approximately 3.2% and 3.4% of revenues, respectively.
We historically spend approximately 2% to 4% of our total revenues on capital expenditures, excluding acquisitions, and expect to fund these expenditures through a combination of cash and lease financing. Our cash capital expenditures, excluding acquisitions, for each of the years ended December 31, 2025 and 2024 were approximately 4.0% and 3.2% of revenues, respectively.
Liquidity and Capital Resources Outlook Future Sources of Cash We expect our future sources of cash to include cash flow generated from our operating activities and borrowings under our Credit Agreement. Our revolving credit facility is available for cash advances required for working capital and for letters of 42 Table of Contents credit to support our operations.
Liquidity and Capital Resources Outlook Future Sources of Cash We expect our future sources of cash to include cash flow generated from our operating activities and borrowings under our Credit Agreement. Our revolving credit facility is available for cash advances required for working capital and for letters of credit to support our operations.
We account for revenue in accordance with Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers. 43 Table of Contents Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606.
We account for revenue in accordance with Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606.
We have established long-term relationships as a critical solutions provider to many of the leading companies with asset-intensive infrastructure in our target markets. These markets include companies in the oil and gas, aerospace and defense, industrials, power generation and transmission (including alternative and renewable energy), other process industries and infrastructure, research and engineering and other industries.
We have established long-term relationships as a critical solutions provider to many of the leading companies with asset-intensive infrastructure in our target markets. These markets include companies across oil and gas, aerospace and defense, industrial, power generation and transmission (including alternative and renewable energy), infrastructure, research and engineering, petrochemical, and other process industries.
Specifically, we considered changes in macroeconomic conditions, industry and market conditions, our internal forecasts of future revenue and expenses, our stock price, any significant events affecting the Company and actual changes in 45 Table of Contents the carrying values of our net assets.
Specifically, we considered changes in macroeconomic conditions, industry and market conditions, our internal forecasts of future revenue and expenses, our stock price, any significant events affecting the Company and actual changes in the carrying values of our net assets.
Effect of Exchange Rate Changes on Cash and Cash Equivalents The effect of exchange rate changes on our cash and cash equivalents was a decrease of $0.7 million for the year ended December 31, 2024, compared to an increase of $0.2 million for the year ended December 31, 2023.
Effect of Exchange Rate Changes on Cash and Cash Equivalents The effect of exchange rate changes on our cash and cash equivalents was an increase of $2.4 million for the year ended December 31, 2025, compared to a decrease of $0.7 million for the year ended December 31, 2024.
As of December 31, 2024, we were in compliance with the terms of the Credit Agreement and will continuously monitor our compliance with the covenants contained in the Credit Agreement. The terms of our Credit Agreement are described in Note 11-Long-Term Debt of the notes to the consolidated financial statements, under the heading " Senior Credit Facility ".
As of December 31, 2025, we were in compliance with the terms of the Credit Agreement and will continuously monitor our compliance with the covenants contained in the Credit Agreement. The terms of our Credit Agreement are described in Note 10 - Long-Term Debt of the notes to the consolidated financial statements, under the heading " Senior Credit Facility ".
The selection of comparable businesses was based on the markets in which the reporting units operate, considering risk profiles, size, geography, and diversity of products and services. Based upon the results of the interim quantitative goodwill impairment test, the Company recorded an impairment charge of $13.8 million within the International reporting units.
The selection of comparable businesses was based on the markets in which the reporting units operate, considering risk profiles, size, geography, and diversity of products and services. Based upon the results of the interim quantitative goodwill impairment test, the Company recorded an impairment charge of $13.8 million within the International reporting unit during the third quarter of 2023.
Because Income (loss) from operations before special items may not be calculated in the same manner by all companies, this measure may not be comparable to other similarly titled measures used by other companies. 36 Table of Contents Consolidated Results of Operations Year ended December 31, 2024 vs.
Because Income (loss) from operations before special items may not be calculated in the same manner by all companies, this measure may not be comparable to other similarly titled measures used by other companies. Consolidated Results of Operations Year ended December 31, 2025 vs.
Recent Accounting Pronouncements For information about recent accounting pronouncements, see Note 1-Summary of Significant Accounting Policies and Practices of the notes to the consolidated financial statements.
See Note 7 - Goodwill of the notes to the consolidated financial statements for additional information. Recent Accounting Pronouncements For information about recent accounting pronouncements, see Note 1 - Summary of Significant Accounting Policies and Practices of the notes to the consolidated financial statements.
After considering all positive and negative evidence for the assessment as of September 30, 2024, we concluded that it was not more likely than not that our carrying values exceeded fair values and as such, no additional impairment was indicated. Additionally, as of December 31, 2024, there are no indicators of an impairment.
After considering all positive and negative evidence for the assessment as of October 1, 2025, we concluded that it was not more likely than not that our carrying values exceeded fair values and as such, no additional impairment was indicated. Additionally, as of December 31, 2025, there are no indicators of an impairment.
In addition, for the year ended December 31, 2024, we incurred approximate ly $0.3 million less in taxes paid related to net share settlement of share-based awards than the prior period.
In addition, for the year ended December 31, 2025, we incurred approximate ly $0.4 million more in taxes paid related to net share settlement of share-based awards than the prior period.
The Products and Systems segment increased by $0.7 million, or 5.2%, driven by higher sales volume. Oil and gas customer revenue comprised approximately 57% and 59% of total revenue for the years ended December 31, 2024 and 2023, respectively.
The Products and Systems segment increased by $0.3 million, or 2.3%, driven by higher sales volume. Oil and gas customer revenue comprised approximately 55% and 57% of total revenue for the years ended December 31, 2025 and 2024, respectively.
A majority of data analytical solutions revenues are generated by this segment. • International offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment. • Products and Systems designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States.
Software, digital and data services are included in this segment. 35 Table of Contents • International offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment. • Products and Systems designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States.
Contract Estimates The majority of our revenues are short-term in nature. We have many Master Service Agreements ("MSAs") that specify an overall framework and contract terms, where we and our customers agree upon services or products to be provided.
We expect any significant remaining performance obligations to be satisfied within one year. Contract Estimates The majority of our revenues are short-term in nature. We have many Master Service Agreements ("MSAs") that specify an overall framework and contract terms, where we and our customers agree upon services or products to be provided.
The increase was driven by the North America segment, which experienced a revenue increase of $14.2 million, or 2.5%, driven by single-digit organic growth in certain end markets. The International segment revenue increased by $11.6 million, or 9.3%, due predominantly to low single-digit favorable impact of foreign exchange rates and by high single-digit organic growth.
The decrease was driven by the North America segment, which experienced a revenue decrease of $9.4 million, or 1.6%, driven by a low single-digit organic decrease in certain end markets. The International segment revenue increased by $7.9 million, or 5.8%, due predominantly to a low single-digit organic growth and by a low single-digit favorable impact of foreign exchange rates.
During the third quarter of 2023, a triggering event was identified within the Company's reporting units within the International segment due to decreased gross margin in the current period as a result of inflationary pressures and rising energy costs impacting the International reporting units' operations. As a result, the Company performed an interim quantitative goodwill impairment test.
During the third quarter of 2023, a triggering event was identified within the Company's reporting units within the International segment due to decreased gross margin in the current period as a result of inflationary pressures and rising energy costs 45 Table of Contents impacting the International reporting units' operations.
Our quantitative assessment considered relevant events and circumstances occurring since our interim quantitative goodwill impairment test performed as of September 30, 2024.
Our quantitative assessment considered relevant events and circumstances occurring since our last quantitative goodwill impairment test performed as of October 1, 2024.
Cash Flows from Financing Activities Net cash used in financing activities for the year ended December 31, 2024 was $27.4 million, compared to $7.7 million for the year ended December 31, 2023. Net repayment of our revolving credit facility and term loan was approximately $19.5 million higher compared to 2023.
Cash Flows from Financing Activities Net cash used in financing activities for the year ended December 31, 2025 was $0.6 million, compared to $27.4 million for the year ended December 31, 2024. Net repayment of our revolving credit facility and term loan was approximately $28.3 million lower in 2025 compared to 2024.
Gross profit margin was 29.2% and 28.9% for the years ended December 31, 2024 and 2023, respectively, with the increase due to favorable sales mix. North America segment gross profit margins had a year-on-year decrease of 40 basis points to 27.9% for the year ended December 31, 2024, due primarily to unfavorable sales mix.
Gross profit margin was 28.2% and 26.3% for the years ended December 31, 2025 and 2024, respectively, with the increase in 2025 due to a favorable sales mix . North America segment gross profit margin had a year-on-year increase of 190 basis points to 26.5% for the year ended December 31, 2025, due primarily to a favorable sales mix.
For the year ended December 31, 2024 2023 ($ in thousands) Revenue by type Field Services $ 502,810 $ 470,433 Shop Laboratories 64,564 58,188 Data Analytical Solutions 69,152 72,458 Other 93,114 104,394 Total $ 729,640 $ 705,473 In presenting the allocation of revenues by type in the table above, management makes certain assumptions in its allocation of revenue from laboratories that provide more than one type of service.
For the year ended December 31, 2025 2024 ($ in thousands) Revenue by type Field Services $ 475,577 $ 502,810 Laboratories 72,398 64,564 Data Analytical Solutions 67,800 69,152 Other 108,249 93,114 Total $ 724,024 $ 729,640 In presenting the allocation of revenues by type in the table above, management makes certain assumptions in its allocation of revenue from laboratories that provide more than one type of service.
We believe long-term growth can be realized in our target markets. Our level of business and financial results are impacted by world-wide macro- and micro-economic conditions generally, as well as those within our target markets. Among other things, we expect the timing of our oil and gas customers' inspection expenditures to be impacted by oil price fluctuations.
We believe long-term growth can be realized in our target markets. Our level of business and financial results are impacted by world-wide macro- and micro-economic conditions generally, as well as those within our target markets.
Management believes that our existing cash and cash equivalents, anticipated cash flows from operating activities, and available borrowings under our Credit Agreement will be more than sufficient to meet anticipated cash needs over the next 12 months and for the foreseeable future.
Liquidity and Capital Resources Overview We have funded our operations from cash provided from operations, bank borrowings and lease financings. Management believes that our existing cash and cash equivalents, anticipated cash flows from operating activities, and available borrowings under our Credit Agreement will be sufficient to meet anticipated cash needs over the next 12 months and for the foreseeable future.
Under the income approach, the fair value for each of the reporting units was determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.
Under the income approach, the fair value for each of the reporting units was determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The market approach valuation was derived from metrics of publicly traded companies or historically completed transactions of comparable businesses.
Total Company income from operations (GAAP) increased by $41.7 million, or 2,191.7% compared to the year ended December 31, 2023. Total company income before special items (non-GAAP) increased by $21.0 million or 83.1% compared with the year ended December 31, 2023.
Total Company income from operations (GAAP) increased by $0.7 million, or 1.9%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. Total company income before special items (non-GAAP) increased by $8.8 million or 19.0% for year ended December 31, 2025 as compared to the year ended December 31, 2024.
We may also experience increased costs associated with tariffs or trade barriers (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada, Mexico and other countries and any retaliatory actions taken by such countries). We will continue to monitor market conditions and respond accordingly.
We continue to monitor the impact that tariffs and trade barriers may have on our business, including recent U.S. tariffs imposed or threatened to be imposed on China, Canada, Mexico and other countries and any retaliatory actions taken by such countries.
Borrowings of $167.2 million and letters of credit of $3.1 million were outstanding under the Credit Agreement at December 31, 2024. We finance our operations primarily through our existing cash balances, cash collected from operations, bank borrowings and lease financing. We believe these sources are sufficient to fund our operations for the foreseeable future.
We finance our operations primarily through our existing cash balances, cash collected from operations, bank borrowings and lease financing. We believe these sources are sufficient to fund our operations for the foreseeable future.
The majority of our revenue recognized at a point in time is related to product sales when the customer obtains control of the asset, which is generally upon shipment to the customer. Contract costs include labor, material and overhead. We expect any significant remaining performance obligations to be satisfied within one year.
Revenue is recognized on a cost-to-cost method tracked on an input basis. The majority of our revenue recognized at a point in time is related to product sales when the customer obtains control of the asset, which is generally upon shipment to the customer. Contract costs include labor, material and overhead.
The Company enhances value for its customers by integrating asset protection throughout supply chains and centralizing integrity data through a suite of Industrial IoT-connected digital software and monitoring solutions.
The Company enhances value for its customers by integrating asset integrity protection throughout supply chains and centralizing integrity data through a suite of Industrial Internet of Things ("IoT")-connected software and monitoring solutions, including OneSuite®, which serves as a cloud-based ecosystem that pulls together the Company’s software and data services capabilities.
International segment gross margins had a year-on-year increase of 230 basis points to 29.3% for the year ended December 31, 2024, due primarily to decreased inflationary pressures. Products and Systems segment gross margins increased by 540 basis points for the year ended December 31, 2024 to 55.1%, driven by favorable sales mix.
International segment gross margins had a year-on-year increase of 130 basis points to 30.0% for the year ended December 31, 2025, due primarily to increased revenues and a favorable sales mix. Products and Systems segment gross margins increased by 170 basis points for the year ended December 31, 2025 to 52.9%, driven by favorable sales mix.
Total Company income before special items as a percentage of revenue increased by 270 basis points to 6.3% for the year ended December 31, 2024, from 3.6% for the year ended December 31, 2023.
See Note 17 - Commitments and Contingencies, Legal Proceedings and Government Investigations, for additional detail. Total Company income before special items as a percentage of revenue increased by 130 basis points to 7.6% for the year ended December 31, 2025, from 6.3% for the year ended December 31, 2024.
Year ended December 31, 2023 The following table summarizes our Consolidated Statements of Income (Loss) for the years ended December 31, 2024 and 2023: For the year ended December 31, 2024 2023 ($ in thousands) Revenue $ 729,640 $ 705,473 Gross profit 213,109 203,807 Gross profit as a % of Revenue 29.2 % 28.9 % Income (loss) from operations 39,826 (1,904) Income from operations as a % of Revenue 5.5 % (0.3) % Income (loss) before provision for income taxes 24,244 (18,665) Net income (loss) 18,970 (17,445) Net income (loss) attributable to Mistras Group, Inc. $ 18,958 $ (17,453) Revenue Revenue by segment for the years ended December 31, 2024 and 2023 were as follows: For the year ended December 31, 2024 2023 ($ in thousands) Revenue North America $ 593,527 $ 579,330 International 135,969 124,414 Products and Systems 13,661 12,986 Corporate and eliminations (13,517) (11,257) $ 729,640 $ 705,473 Revenue was $729.6 million for the year ended December 31, 2024, an increase of $24.2 million, or 3.4%, compared with the year ended December 31, 2023.
Year ended December 31, 2024 The following table summarizes our Consolidated Statements of Income for the years ended December 31, 2025 and 2024: For the year ended December 31, 2025 2024 ($ in thousands) Revenue $ 724,024 $ 729,640 Gross profit 204,511 192,173 Gross profit as a % of Revenue 28.2 % 26.3 % Income from operations 40,572 39,826 Income from operations as a % of Revenue 5.6 % 5.5 % Income before provision for income taxes 22,478 24,244 Net income 16,921 18,970 Net income attributable to Mistras Group, Inc. $ 16,837 $ 18,958 37 Table of Contents Revenue Revenue by segment for the years ended December 31, 2025 and 2024 were as follows: For the year ended December 31, 2025 2024 ($ in thousands) Revenue North America $ 584,131 $ 593,527 International 143,843 135,969 Products and Systems 13,970 13,661 Corporate and eliminations (17,920) (13,517) $ 724,024 $ 729,640 Revenue was $724.0 million for the year ended December 31, 2025, a decrease of $5.6 million, or 0.8%, compared with the year ended December 31, 2024.
The increase was mainly attributable to movements in working capital driven primarily by an increase in operating results and an increase in net accounts receivable collections in the current year as compared to the prior year.
The decrease was mainly attributable to an increase in accounts receivable, net, in the current year as compared to the prior year.
The Company’s core capabilities also include non-destructive testing ("NDT") field and in-line inspections enhanced by advanced robotics, laboratory quality control and assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services. 34 Table of Contents Our operations consist of three reportable segments: North America (which we previously referred to as our Services segment), International, and Products and Systems. • North America provides asset protection solutions with the largest concentration in the United States, followed by Canada, consisting primarily of NDT, inspection, mechanical and engineering services that are used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure and commercial aerospace components.
Our operations consist of three reportable segments: North America, International, and Products and Systems. • North America provides asset protection solutions predominantly in North America, with the largest concentration in the United States, followed by Canada, consisting primarily of NDT, inspection, mechanical and engineering services that are used to evaluate the safety, structural integrity and reliability of critical energy, industrial and public infrastructure and commercial aerospace components.
In addition, we will use cash to fund our operating leases, finance leases, long-term debt repayments and various other obligations as they arise as noted within Note 11-Long-Term Debt and Note 17 - Leases of the notes to the consolidated financial statements .
In addition, we will use cash to fund our operating leases, finance leases, long-term debt repayments and various other obligations as they arise as noted within Note 10 - Long-Term Debt and Note 16 - Leases of the notes to the consolidated financial statements . 43 Table of Contents We also expect to use cash to support our working capital requirements for our operations, particularly in the event of further growth and due to the impacts of seasonality on our business.
Revenue is recognized over time based on time and material incurred to date which best portrays the transfer of control to the customer. We also utilize an available practical expedient that provides for revenue to be recognized in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date.
We also utilize an available practical expedient that provides for revenue to be recognized in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. 44 Table of Contents Fixed fee arrangements are determined based on expected labor, material and overhead to be consumed on fulfillment of such services.
Capital expenditures for the purchase of property, plant and equipment and of intangible assets was $23.0 million and $23.6 million for the years ended December 31, 2024 and 2023, respectively. 41 Table of Contents Cash Flows Table The following table summarizes our cash flows for the years ended December 31, 2024 and 2023: For the year ended December 31, ($ in thousands) 2024 2023 Net cash provided by (used in): Operating activities $ 50,129 $ 26,748 Investing activities (21,366) (22,133) Financing activities (27,398) (7,706) Effect of exchange rate changes on cash and cash equivalents (694) 249 Net change in cash and cash equivalents $ 671 $ (2,842) Cash Flows from Operating Activities Cash provided by operating activities for the year ended December 31, 2024 was $50.1 million, an increase of $23.4 million from the prior year period.
Cash Flows Table The following table summarizes our cash flows for the years ended December 31, 2025 and 2024: For the year ended December 31, ($ in thousands) 2025 2024 Net cash provided by (used in): Operating activities $ 32,981 $ 50,129 Investing activities (25,122) (21,366) Financing activities (595) (27,398) Effect of exchange rate changes on cash and cash equivalents 2,427 (694) Net change in cash and cash equivalents $ 9,691 $ 671 Cash Flows from Operating Activities Cash provided by operating activities for the year ended December 31, 2025 was $33.0 million, a decrease of $17.1 million from the prior year period.
Aerospace and defense customer revenue comprised approximately 12% and 11% of total revenue for the years ended December 31, 2024 and 2023, respectively.
Aerospace and defense customer revenue comprised approximately 13% and 12% of total revenue for the years ended December 31, 2025 and 2024, respectively. Our top ten customers comprised approximately 36% of total revenue for the years ended December 31, 2025 and 2024, with no customer accounting for 10% or more of total revenue in either period.
Selling, general and administrative expenses decreased $10.4 million, or 6.2% for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to actions taken related to our Project Phoenix initiatives to reduce selling, general and administrative expenses.
Selling, general and administrative expenses increased by $4.4 million, or 3.3%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to strategic investments in our operations.
Operating expenses, excluding special items (non-GAAP), as a percentage of revenue, 40 Table of Contents was 22.9% for the year ended December 31, 2024 compared to 25.3% for the year ended December 31, 2023. The primary driver for the increase in Total Company income before special items was increased sales in 2024 compared to 2023.
Operating expenses, excluding special items (non-GAAP), as a percentage of revenue, was 20.7% for the year ended December 31, 2025 compared to 20.0% for the year ended December 31, 2024.
We generated operating cash flows of $50.1 million and $26.7 million for the years ended December 31, 2024 and 2023, respectively.
We generated operating cash flows of $33.0 million and $50.1 million for the years ended December 31, 2025 and 2024, respectively. Capital expenditures for the purchase of property, plant and equipment and of intangible assets was $29.2 million and $23.0 million for the years ended December 31, 2025 and 2024, respectively.
We estimate fair value based on valuation techniques such as a discounted cash flow analysis or a comparison to fair values of similar assets.
We estimate fair value based on valuation techniques such as a discounted cash flow analysis or a comparison to fair values of similar assets. As of December 31, 2025 and December 31, 2024, we had $93.2 million and $80.9 million in net property, plant and equipment, respectively, and $38.4 million and $39.7 million in intangible assets, net, respectively.
Gross Profit Gross profit by segment for the years ended December 31, 2024 and 2023 were as follows: For the year ended December 31, 2024 2023 ($ in thousands) Gross profit North America $ 165,679 $ 163,960 % of segment revenue 27.9 % 28.3 % International 39,812 33,610 % of segment revenue 29.3 % 27.0 % Products and Systems 7,526 6,457 % of segment revenue 55.1 % 49.7 % Corporate and eliminations 92 (220) $ 213,109 $ 203,807 % of total revenue 29.2 % 28.9 % Gross profit increased $9.3 million, or 4.6%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, with a sales increase of $24.2 million, or 3.4%.
Gross Profit Gross profit by segment for the years ended December 31, 2025 and 2024 were as follows: For the year ended December 31, 2025 2024 ($ in thousands) Gross profit North America $ 154,520 $ 146,026 % of segment revenue 26.5 % 24.6 % International 43,149 39,058 % of segment revenue 30.0 % 28.7 % Products and Systems 7,385 6,997 % of segment revenue 52.9 % 51.2 % Corporate and eliminations (543) 92 $ 204,511 $ 192,173 % of total revenue 28.2 % 26.3 % Gross profit increased $12.3 million, or 6.4%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
As of December 31, 2024 and December 31, 2023, we had $80.9 million and $81.0 million in net property, plant and equipment, respectively, and $39.7 million and $44.0 million in intangible assets, net, respectively. 44 Table of Contents Goodwill Goodwill represents the excess purchase price of acquired businesses over the fair values attributed to underlying net tangible assets and identifiable intangible assets.
Goodwill Goodwill represents the excess purchase price of acquired businesses over the fair values attributed to underlying net tangible assets and identifiable intangible assets.
The increase was due to increased sales volume related to our commercial aerospace and industrials end markets. Data Analytical Solutions revenue is comprised of revenue derived from data software sales & subscriptions, implementation services and analytics that offer insights and recommendations to improve asset integrity.
Data Analytical Solutions revenue is comprised of revenue derived from data software sales & subscriptions, implementation services and analytics that offer insights and recommendations to improve asset integrity for our customers. Data Analytical Solutions revenue is derived from work performed by our employees in our facilities, or at customer locations, using our proprietary portfolio of software applications.
The primary driver of the change was foreign currency fluctuations during the year ended December 31, 2024 related to the Euro and the US Dollar. Cash Balance and Credit Facility Borrowings As of December 31, 2024, we had cash and cash equivalents totaling $18.3 million and available borrowing capacity of up to $119.2 million under our Credit Agreement.
Cash Balance and Credit Facility Borrowings As of December 31, 2025, we had cash and cash equivalents totaling $28.0 million and available borrowing capacity of up to $107.4 million under the revolving credit facility under our Credit Agreement. Borrowings of $176.0 million and letters of credit of $3.4 million were outstanding under the Credit Agreement at December 31, 2025.
Interest Expense Interest expense was $17.1 million and $16.8 million for the years ended December 31, 2024 and December 31, 2023, respectively. The increase was due to increased interest rates in the current period.
Interest Expense 41 Table of Contents Interest expense was $14.6 million and $17.1 million for the years ended December 31, 2025 and December 31, 2024, respectively.
Income tax expense varies as a function of pre-tax income and the level of non-deductible expenses, such as certain amounts of meals and entertainment expense, valuation allowances, and other permanent differences. It is also affected by discrete items that may occur in any given year but are not consistent from year to year.
It is also affected by discrete items that may occur in any given year but are not consistent from year to year.
Shop Laboratory revenue is comprised of quality assurance inspections of components and materials at our in-house laboratory facilities. Shop Laboratory revenue increased $6.4 million, or 11.0%, for the twelve months ended December 31, 2024 as compared to the twelve months ended December 31, 2023.
Other revenue is comprised of locations that perform both asset inspection services and testing of components and materials at our in-house laboratories. Other revenue increased $15.1 million, or 16.2%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Other revenue decreased $11.3 million, or 10.8%, for the twelve months ended December 31, 2024 as compared to the twelve months ended December 31, 2023. Other revenue for the year ended December 31, 2024 decreased primarily due to decreased sales within the other end markets within the North America and International segments as compared to the prior year period.
Data Analytical Solutions revenue decreased $1.4 million, or 2.0%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024. The decrease was due primarily to decreased sales volume within PCMS and other Data Analytical Solutions offerings within our North America segment.
Vahaviolos, our founder and Chairman Emeritus. On February 7, 2025, we announced the termination of John A. Smith as our Executive Vice President and President of Services. Note about Non-GAAP Measures The Company prepares its consolidated financial statements in accordance with U.S. GAAP.
Note about Non-GAAP Measures The Company prepares its consolidated financial statements in accordance with U.S. GAAP.
Field Services revenue increased $32.4 million, or 6.9%, for the twelve months ended December 31, 2024 as compared to the twelve months ended December 31, 2023. The increase was due to increased sales volume in our oil and gas and power generation and transmission end markets for our North America and International segments.
Laboratories revenue increased $7.8 million, or 12.1%, for the year ended December 31, 2025 as compared to the 38 Table of Contents twelve months ended year ended December 31, 2024. The increase was due to increased sales volume related to our commercial aerospace and industrials end markets.
Operating Expenses Operating expenses for the years ended December 31, 2024 and 2023 was as follows: For the year ended December 31, 2024 2023 ($ in thousands) Operating Expenses Selling, general and administrative expenses $ 156,388 $ 166,749 Goodwill impairment charges — 13,799 Reorganization and other costs 5,515 12,269 Environmental expense 1,660 — Research and engineering 1,119 1,723 Depreciation and amortization 9,407 10,104 Acquisition-related expense, net 2 9 Legal settlement and litigation charges (benefit), net (808) 1,058 $ 173,283 $ 205,711 % of total revenue 23.7 % 29.2 % Operating expenses decreased $32.4 million, or 15.8%, for the year ended December 31, 2024 compared to the year ended December 31, 2023 due primarily to goodwill impairment charges being recorded in the prior period and reduced 39 Table of Contents reorganization charges recorded in the current period as compared to the prior period, which were a result of our Project Phoenix initiatives.
Operating Expenses 39 Table of Contents Operating expenses for the years ended December 31, 2025 and 2024 was as follows: For the year ended December 31, 2025 2024 ($ in thousands) Operating Expenses Selling, general and administrative expenses $ 139,876 $ 135,452 Reorganization and other costs 12,654 5,517 Environmental expense 1,743 1,660 Legal settlement and insurance recoveries, net — (808) Research and engineering 1,028 1,119 Depreciation and Amortization 8,638 9,407 Total $ 163,939 $ 152,347 Operating expenses increased by $11.6 million, or 7.6%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Midstream customer revenues decreased approximately $12.6 million, or 12%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, due to decreased pipe inspection services.
Field Services revenue decreased $27.2 million, or 5.4%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Cash Flows from Investing Activities Net cash used in investing activities for the year ended December 31, 2024 was $21.4 million, a decrease of $0.8 million used in investing activities from the prior year period. The Company used $0.7 million less cash for purchases of property, plant and equipment and intangible assets in 2024 compared to 2023.
Cash Flows from Investing Activities 42 Table of Contents Net cash used in investing activities for the year ended December 31, 2025 was $25.1 million, an increase of $3.8 million used in investing activities from the prior year period.
OneSuite serves as a single access portal for customers' data activities and provides access to 90 plus applications being offered on one centralized platform. 2024 Developments The Company provides products and services to countries throughout the Middle East, where lawfully permitted, and in accordance with United States regulations. We continue to monitor the on-going conflicts throughout the Middle East.
The software platform offers functions of our software and services brands as integrated apps on a cloud environment. OneSuite serves as a single access portal for customers' data activities and provides access to 90 plus applications being offered on one centralized platform. 2025 Developments Our cash position and liquidity remain strong.
The decrease was due primarily to decreased sales volume within PCMS, Onstream and other Data Analytical Solutions offerings within our North America segment. 38 Table of Contents Other revenue are comprised of locations that perform both asset inspection services and testing of components and materials at our in-house laboratories.
The decrease was primarily due to decreases in sales volume in our oil and gas, other process industries, infrastructure and research and engineering, and petrochemical end markets within our North America segment and our oil and gas end market within our International segment. Laboratories revenue is comprised of quality assurance inspections of components and materials at our in-house laboratory facilities.
We have continued providing our customers with an innovative asset protection software ecosystem through our OneSuite platform. The software platform offers functions of our software and services brands as integrated apps on a cloud environment.
Among other things, we expect the timing of our oil and gas customers inspection spend to be impacted by volatility in oil prices resulting from these factors. We have continued providing our customers with an innovative asset protection software ecosystem through our OneSuite platform.
As of December 31, 2024, our cash and cash equivalents balance was approximately $18.3 million and our Credit Agreement provides us with significant liquidity.
As of December 31, 2025, our cash and cash equivalents balance was approximately $28.0 million, and we had available borrowing capacity of up to $107.4 million under the revolving credit facility under our Credit Agreement.
Removed
Other Updates We are currently unable to predict with certainty the effects that inflationary pressures and the ongoing war between Russia and Ukraine war may have on our business, results of operations or liquidity or in other ways which we cannot yet determine.
Added
Overview Mistras Group, Inc., together with its subsidiaries (the "Company"), is a global leader in technology-enabled industrial asset integrity and laboratory testing solutions, serving critical industries including oil & gas, aerospace & defense, power & utilities, manufacturing, and civil infrastructure.
Removed
Our European operations have experienced increased costs associated with higher energy costs during 2023, among others, due in part to the on-going war between Russia and Ukraine.
Added
The Company provides a diversified portfolio of products and services, ranging from advanced non-destructive testing ("NDT") 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.
Removed
Overview We are a leading "one source" multinational provider of integrated technology-enabled asset protection solutions, helping to maximize the safety and operational uptime for civilization’s most critical industrial and civil assets.
Added
With a long-standing track record of innovation and deep industry expertise, the Company helps clients reduce risk, extend asset life, and optimize operational performance.
Removed
Backed by an innovative, data-driven asset protection portfolio, proprietary technologies, strong commitment to Environmental, Social, and Governance ("ESG") initiatives, and a decades-long legacy of industry leadership, the Company helps customers with asset-intensive infrastructure in the oil and gas, petrochemical, aerospace and defense, renewable and nonrenewable power, civil infrastructure, and manufacturing industries towards achieving operational and environmental excellence.
Added
This integrated approach enables customers to make data-driven decisions that improve asset reliability, enhance safety, reduce operational risk, and optimize performance across the asset lifecycle.
Removed
By supporting these customers that help fuel our vehicles and power our society; inspecting components that are trusted for commercial, defense, and space craft; building real-time monitoring equipment to enable safe travel across bridges; and helping to propel sustainability, the Company helps the world at large.
Added
The Company’s core capabilities include NDT field inspections enhanced by advanced robotics, laboratory quality control, laboratory materials services, in-house laboratory assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services.
Removed
These conflicts caused disruptions in the Company's European operations in 2023 with increased costs associated with higher energy costs, amongst others. These disruptions have largely subsided in 2024, and the Company will continue to monitor market conditions and respond accordingly. Our cash position and liquidity remain strong.
Added
For example, ongoing geopolitical conflicts, including the war between Russia and Ukraine, the unrest in the Middle East, including the recent conflict between the U.S. and Iran, and recent intervention in Venezuela continue to contribute to global energy market volatility, supply chain disruption, and economic uncertainty that could affect certain of our end markets, particularly oil and gas customers.
Removed
In April 2021, the Biden Administration announced aggressive initiatives to battle climate change, which includes potential plans for a significant reduction in the use of fossil fuels and a transition to electric vehicles and increased use of alternative energy.
Added
As discussed in Note 1 - Summary of Significant Accounting Policies and Practices , we changed the presentation of certain costs incurred at our operational labs as well as for certain lab personnel on our Consolidated Statements of Income (Loss).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+1 added−0 removed7 unchanged
Biggest changeWe may c onsider entering into hedging or forward exchange contracts in the future, as sales in international currencies increase due to growth in our International segment. 46 Table of Contents Fair Value of Financial Instruments We do not have material exposure to market risk with respect to investments, as our investments consist primarily of highly liquid investments purchased with a remaining maturity of three months or less.
Biggest changeFair Value of Financial Instruments We do not have material exposure to market risk with respect to investments, as our investments consist primarily of highly liquid investments purchased with a remaining maturity of three months or less.
For the year ended December 31, 2024, a 10% movement, favorable or unfavorable, in the average U.S. Dollar exchange rates would cause a change in adjusted operating income of approximately $1.5 million. We do not currently enter into forward exchange contracts to hedge exposures denominated in foreign currencies.
For the year ended December 31, 2025, a 10% movement, favorable or unfavorable, in the average U.S. Dollar exchange rates would cause a change in adjusted operating income of approximately $1.4 million . We do not currently enter into forward exchange contracts to hedge exposures denominated in foreign currencies.
Based on the amount of our variable rate debt of $167.2 million at December 31, 2024 , an increase in inter est rates by one hundred basis points from our current rate would increase annual interest expense by approximately $1.9 million. Foreign Currency Risk We have foreign currency exposure related to our operations in foreign locations.
Based on the amount of our variable rate debt of $176.0 million at December 31, 2025 , an increase in inter est rates by one hundred basis points from our current rate would increase annual interest expense by approximately $1.8 million . 46 Table of Contents Foreign Currency Risk We have foreign currency exposure related to our operations in foreign locations.
Added
We may c onsider entering into hedging or forward exchange contracts in the future, as sales in international currencies increase due to growth in our International segment.

Other MG 10-K year-over-year comparisons