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

For the fourth quarter of 2023, consolidated revenue was $182.1 million, an increase of 8.2% from the fourth quarter of 2022. Revenue growth in the fourth quarter was led by a 13.4% increase in the Oil & Gas industry, a 15.3% increase in the Aerospace and Defense industry and 24.3% growth in the Industrials industry, which represent our three largest industries. Growth in the Oil & Gas industry was led by strong turnaround activity, which is expected to continue into the first quarter of fiscal 2024. Revenue in the Company’s other industries, primarily Power Generation, was down from the prior year period primarily due to the completion of certain projects.

Fourth quarter 2023 gross profit increased 5.3%, although gross profit margin was down compared to the year ago period. Gross profit improved from the increase in revenues, while gross profit margin decreased due to an unfavorable sales mix and higher employee benefit credits in the prior year period.

Selling, general and administrative expenses (“SG&A”) in the fourth quarter of 2023 were $42.9 million, up 1.7% from the year ago period, due to higher foreign currency exchange losses and other discrete items, offset by savings associated with Project Phoenix actions and other cost reduction measures. Beginning in the first quarter of 2024, the Company expects SG&A to be significantly below comparable year levels due to Project Phoenix actions completed in 2023. The Company anticipates that SG&A will reduce to approximately 21% of full year 2024 revenue, from 23.6% in full year 2023.

The Company reported a quarterly net loss of $2.5 million, or $0.08 loss per share, which included $6.3 million of reorganization and related costs and $1.2 million of foreign currency exchange losses.

Net income excluding special items (non-GAAP) was $2.9 million, or $0.10 per share, for the fourth quarter of 2023, compared to $0.09 per share in the prior year period.

Adjusted EBITDA was $19.2 million in the fourth quarter of 2023 compared to $15.7 million in the prior year, an increase of 22.0%.

Highlights for Full Year 2023*

• Revenue of $705.5 million, an increase of 2.6% and exceeding the high end of the Company’s revised Guidance

• Gross profit of $203.8 million, with gross profit margin of 28.9%, an increase of 10 basis points due to improved revenue mix for the year, partially offset by higher employee benefit credits in the prior year period

• SG&A of $166.7 million, up marginally, less than 1%, due to higher foreign currency exchange losses and other discrete items, which offset the savings associated with our Project Phoenix initiatives

• Net loss of $17.5 million, or ($0.58) per share, primarily due to reorganization and other costs of $12.3 million and a $13.8 million non-cash goodwill impairment charge

• Adjusted EBITDA of $65.8 million, an increase of 13.2% and in line with the Company’s revised Guidance
  

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

For the full year, revenue increased 2.6%. Revenue growth was primarily driven by a 7.3% increase in the Oil and Gas industry, with growth in all sub-categories of Upstream, Midstream, and Downstream in addition to a 10.3% increase in the Industrials industry. These increases were partially offset by a decrease in revenue in the Power Generation industry due the completion of certain contracts and declines in Other Process Industries and Aerospace & Defense. Aerospace and Defense revenue decreased compared to the prior full year period but rebounded with robust growth during the fourth quarter of 2023.

For the full year 2023, gross profit increased $5.6 million, or 2.8%, with gross profit margin of 28.9%, a slight increase from 28.8% in the prior year. On a full year basis in 2023, SG&A was essentially flat. Net loss was $17.5 million for the full year 2023, compared to net income of $6.5 million in 2022. Adjusted EBITDA was $65.8 million, up 13.2% from $58.2 million in 2022.

Cash Flow and Balance Sheet
The Company generated $26.7 million of net cash from operating activities in 2023, compared to $26.4 million in 2022. Free cash flow was $3.1 million for the year ended December 31, 2023, compared to $13.0 million in the prior year. The Company’s decreased cash flow in 2023 was primarily attributable to a significant increase in capital expenditures during the current year of $10.2 million as compared to 2022. The Company is intently focused on organic growth investments via strategic capital expenditures and improved commercial functions, in order to foster revenue growth in expanding areas including Aerospace shop laboratories and Data Analytical Solutions.

The Company’s gross debt was $190.4 million as of December 31, 2023, compared to $191.3 million as of December 31, 2022 and $193.9 million as of September 30, 2023.

Reorganization and Other
For the fourth quarter of 2023, the Company recorded $6.3 million of reorganization costs related to on-going efficiency and productivity initiatives, primarily related to overhead cost savings achieved via Project Phoenix. For the fourth quarter of 2023, these charges included costs associated with the separation of the Company’s former President and CEO, professional fees and certain restructuring charges associated with changes made in the Company’s organizational structure. For the year ended December 31, 2023, the Company recorded $12.3 million of total reorganization costs.

Refer to the Company’s press release associated with Project Phoenix released on November 2, 2023 for additional details associated with this important initiative.

Preliminary 2024 Outlook
The Company reiterates the preliminary guidance released in conjunction with the release of its financial results for the third quarter of 2023. For 2024, the Company anticipates full year revenue between $725-$750 million and Adjusted EBITDA between $84-$89 million. The Company additionally expects to generate Free Cash Flow of between $34-$38 million. This outlook for 2024 includes approximately $20 million in incremental benefit from savings associated with Project Phoenix initiatives in 2024.

Mr. Stamatakis concluded, “I am extremely encouraged by the strong early returns from the Project Phoenix related actions. The increased discipline and accountability implemented throughout the organization in connection with Project Phoenix have resulted in an increased focus on achieving the goals we have set for revenue growth, efficiency improvements and increased profitability. We are now firmly set on a course to achieve continuous improvement, further integrate Data Analytical Solutions, and uncover other opportunities where our proprietary technologies and extensive knowledge and know-how can solve problems for our customers and create value for our shareholders.”

Conference Call
In connection with this release, MISTRAS will hold a conference call on March 7, 2024, at 9:00 a.m. (Eastern).
To listen to the live webcast of the conference call, visit the Investor Relations section of MISTRAS Group’s website at www.mistrasgroup.com
Note there is a new process to participate in the live question and answer session. Individuals wishing to participate may preregister at: https://register.vevent.com/register/BIe6bb24671aee4266a3bd30d29905a100
Upon registering, a dial-in number and unique PIN will be provided to join the conference call. Following the conference call, an archived webcast of the event will be available for one year by visiting the Investor Relations section of MISTRAS Group’s website.

About MISTRAS Group, Inc. - One Source for Asset Protection Solutions®
MISTRAS Group, Inc. (NYSE: MG) is a 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.

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, MISTRAS leads clients in the oil and gas, aerospace and defense, renewable and nonrenewable power, civil infrastructure, and manufacturing industries towards achieving operational and environmental excellence. By supporting these organizations 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, MISTRAS helps the world at large.

MISTRAS enhances value for its clients 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’s core capabilities also include non-destructive testing 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.

For more information about how MISTRAS helps protect civilization’s critical infrastructure and the environment, visit https://www.mistrasgroup.com/.

MEDIA CONTACT:
Nestor S. Makarigakis
Group Vice-President of Marketing and Communications
+1 (609) 716-4000 | marcom@mistrasgroup.com

Forward-Looking and Cautionary Statements
Certain statements contained in this press release are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, our 2024 outlook, guidance, costs savings and other benefits we expect to realize from Project Phoenix and actions that we expect or seek to take in furtherance of our strategies and activities to enhance our financial results and future growth. Such forward-looking statements relate to MISTRAS' financial results and estimates, products and services, business model, Project Phoenix, strategy, growth opportunities, profitability and competitive position, and other matters. These forward-looking statements generally use words such as "future," "possible," "potential," "targeted," "anticipate," "believe," "estimate," "expect," "intend," "plan," "predict," "project," "will," "may," "should," "could," "would" and other similar words and phrases. Such statements are not guarantees of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved, if at all. These statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in these statements. A list, description and discussion of these and other risks and uncertainties can be found in the "Risk Factors" section of the Company's 2022 Annual Report on Form 10-K dated March 15, 2023, as updated by our reports on Form 10-Q and Form 8-K. The forward-looking statements are made as of the date hereof, and MISTRAS undertakes no obligation to update such statements as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Measures
In addition to financial information prepared in accordance with generally accepted accounting principles in the U.S. (GAAP), this press release also contains adjusted financial measures that are not prepared in accordance with GAAP and that we believe provide investors and management with supplemental information relating to operating performance and trends that facilitate comparisons between periods and with respect to trends and projected information. The term "Adjusted EBITDA" used in this release is a financial measurement not calculated in accordance with GAAP and is defined by the Company as net income attributable to MISTRAS Group, Inc. plus: interest expense, provision for income taxes, depreciation and amortization, share-based compensation expense, certain acquisition related costs (including transaction due diligence costs and adjustments to the fair value of contingent consideration), foreign exchange (gain) loss, non-cash impairment charges, reorganization and related charges and, if applicable, certain additional special items which are noted. A reconciliation of Adjusted EBITDA to Net Income (Loss) as computed under GAAP is set forth in a table attached to this press release. The Company also uses the term “net debt”, a non-GAAP financial measurement the Company defines as the sum of the current and long-term portions of long-term debt, less cash and cash equivalents and the term “free cash flow”, a non-GAAP financial measurement the Company defines as cash provided by operating activities less capital expenditures (which is classified as an investing activity). A reconciliation of these non-GAAP financial measurements to GAAP are also set forth in tables attached to this press release. In the tables attached is also a table reconciling “Segment and Total Company Income (Loss) from Operations (GAAP) to Income (Loss) from Operations before Special Items (non-GAAP)”, “Net Loss (GAAP) and Diluted EPS (GAAP) to Net Loss Excluding Special Items (non-GAAP) and Diluted EPS Excluding Special Items (non-GAAP)” which reconciles the non-GAAP amounts to the GAAP financial measurement. Each of these non-GAAP financial measurements has material limitations as a performance or liquidity measure and should not be considered alternatives to Net Income (Loss) or any other measurements derived in accordance with GAAP. Because Income (loss) from operations before special items and other non-GAAP financial measurements used in this press release may not be calculated in the same manner by all companies, these measurements may not be comparable to other similarly-titled measurements used by other companies.

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

The Company has retrospectively reclassified certain Oil and Gas sub-category revenues for each quarterly period in 2022 in order to conform the classification with the current year presentation. Total Oil and Gas sub-category revenues were unchanged in total in each quarterly period and for the full year ended December 31, 2022. The table below presents the reclassified balances for each quarterly period in the prior year.

Revenue by Oil & Gas Sub-category was as follows:

Consolidated Revenue by type was as follows: