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Operator: Good day everyone, my name is Abigail and I will be your conference operator today. At this time I would like to welcome you to Mistras Group, Inc., Q1 2025 Earnings Call. [Operator Instructions]. At this time I would like to turn the call over to Thomas Tobolski, Treasurer.

Thomas Tobolski: Good morning, everyone and welcome to Mistras Group’s first quarter 2025 earnings conference call. I’m joined today by Natalia Shuman, President and Chief Executive Officer, and Ed Prajzner, Senior Executive Vice President and Chief Financial Officer. Before we start, I want to remind everyone that remarks made during this conference call as well as supplemental information provided on our website contain certain forward-looking statements that involve risks and uncertainties as described in Mistras’ SEC filings. The company’s actual factors that can cause actual results to differ are discussed in the company’s most recent annual report on Form 10-K and other reports filed with the SEC. The discussion in this conference call will also include certain non-GAAP financial measures that we believe are useful to investors evaluating the company’s performance but that were not prepared in accordance with U.S. GAAP.

Reconciliation of these non-U.S. GAAP financial measures to the most directly comparable U.S. GAAP financial measures can be found in the tables contained in yesterday’s press release and the company’s related current report on Form 8-K. These results are available on the company’s website in the investors section and on the SEC’s website. I will now turn the call over to Natalia Shuman.

Natalia Shuman: Thank you. Good morning, everyone. Thank you for joining us today. It is my pleasure to be providing you with an update on our progress. Despite the larger than anticipated year-over-year decline in revenue driven by overall market uncertainty, we were nevertheless able to rapidly calibrate costs and expenses down during the first quarter to the revenue level in order to preserve our bottom-line operational matrix. Having said that, with our continued focus on cost and expense management, including a reduction in our administrative support functional costs, and coupled with anticipated growth across all primary end markets, we are confident that these drivers will provide an improvement in key profitability measures over the remainder of the year.

As shown on Slide three, during first quarter as a CEO of Mistras, I have been focused on three key initiatives for our business, which are, first, leadership talent evaluation, second, recalibration of our cost base to the current revenue levels and market conditions, and third, developing growth strategies across all businesses and service delivery optimization. On the talent evaluation initiative, I’m very pleased to have onboarded various high-caliber talent to our organization, including two senior executives focused on growth within our data solutions, a new leader for our aerospace and defense division, and new heads of our marketing, safety and compliance, and IT functions. Each of these individuals have proven track records of success in their careers and bring strong industry expertise and critical thought leadership to continuously improve and enhance our organization.

These individuals are quickly getting up to speed. These positions, plus several strategic hires to our operations team, have the entire leadership team excited for the current and long-term future of the company. On the service delivery model optimization initiative, we are continuing to review all operational aspects of our current services portfolio in a collaborative manner with our customers to ensure that we’re achieving a fair and adequate ROI for the services we provide. We are adjusting our cost base according to current conditions, price pressures, and other contract economics. On the growth strategies initiative, I am focused on accelerated expansion across core end markets like oil and gas and aerospace and defense with a particular emphasis on delivering integrated solutions that leverage the full depth of our offerings, including data analytics and monitoring technologies.

As part of Mistras’ data solution strategy, we are accelerating growth by delivering tailored high-value solutions that integrate our proprietary software, advanced analytics, and trusted field services. A prime example of this is our Q1 2025 release of PCMS Mobile, our cloud-based application purpose built to optimize real data capture, quality, and analysis in mechanical integrity programs. Delivered within one suite ecosystem, PCMS Mobile connects inspection planning in PCMS, mobile field execution, and post-inspection analytics into a unified workflow, improving asset performance while reducing rework and administrative burden. This latest release introduces a new web-based portal for smarter work assignment and pre-submission data review, giving customers expanded control over data quality and enabling faster, more confident decision making.

This proprietary and vertically integrated approach combining software, services, analytics, and engineering on the one platform is what sets Mistras apart from competition. We are not just enabling digital transformation for our clients, we are leading it, helping our customers unlock value through connected intelligence, end-to-end integrity management, and scalable innovation built for the future of asset protection. Related to this initiative, we recently officially announced the launch of Mistras data solution brand, which consolidates our data-centric services, software solutions, and technologies under one umbrella. Mistras data solution strengthen our commitment to delivering smarter operations for asset-intensive end markets, including energy, aerospace and defense, infrastructure, and manufacturing.

Let me now share some of my thoughts on our performance this quarter before Ed goes into more details behind the financials. Although revenue was down over 12% year-over-year, this low level of revenue was somewhat anticipated because our first quarter of 2024 was a tough comparison with a robust spring turnaround season in oil and gas and a strong aerospace and defense demand in the first quarter of 2024. The largest revenue decline of $16.6 million was in oil and gas end market and was mostly prominently noted in the downstream sector due to timing of turnarounds and other projects. With regards to customer turnarounds, our first quarter 2025 turnarounds were down $6.5 million from the prior year as anticipated, but we expect to recover this gap and exceed the remaining 2025 total turnaround revenue versus prior year by approximately $6.5 million.

We have seen a reduction of customer spending and project pushouts in upstream and midstream sub-industries as our customers are dealing with market uncertainties and budgetary reduction initiatives. We experienced a decline of $1.7 million in aerospace and defense end market, which was primarily due to macroeconomic uncertainty causing customer delays and deferrals. Delays in this market were also driven by supply chain disruption, causing our large customers to temporarily slow down production, which in turn leads to less demand for non-destructive testing and other lab services. Although we experienced a somewhat slower than anticipated start to 2025 in our two largest end markets, we did not experience any significant customer attrition or market share changes in the first quarter, and therefore we are cautiously optimistic for the balance of the year.

Specifically, within the aerospace and defense industry, Mistras in-lab testing and services support OEMs and T1 suppliers through a network of ISO 17025 accredited laboratories with NADCAP and regulatory certification. These core offerings, including non-destructive testing, chemical and mechanical analysis, dimensional measurements, machining, and finishing services. These integrated services accelerate time to market for our customers and streamline quality assurance across manufacturing supply chain, which we believe will help provide growth over the remainder of the year and beyond. That being said, we are closely monitoring potential industry headwinds caused by global market uncertainty driven by our customers’ reaction to tariffs and other market conditions and the potential impact that could have on our in-lab services business.

Again, we are well positioned to maintain market share in the primary industries we serve by leveraging our proprietary advanced technologies and testing methods. We are also focusing on our other existing end markets such as industrials, infrastructure, and other industries where our testing and inspection services as well as our data analytics would enable us to drive growth in the near future. I am pleased to highlight performance of PCMS offering within our data solutions group, where we delivered revenue growth of 6% this quarter as compared to the prior year period. As I have already shared, data solutions, particularly PCMS is a key area of focus for the company and one in which we are strategically investing time and capital to foster future growth via market share gains.

Now I’d like to turn the call over to Ed for an update on our actual financial results for the first quarter of 2025.

Edward Prajzner: Thank you, Natalia, and good morning, everyone. As we noted on our Q4 earnings call, as Natalia mentioned earlier, the spring turnaround season in 2024 was robust and the fall turnaround season in ’24 was relatively weaker. We stated that we expect the inverse trend in 2025 with a weaker spring and more robust fall turnaround season, and this trend materialized in our first quarter results. This is reflected on Slide eight. Additionally, our first quarter ’24 results benefited from low double-digit growth rates in our two largest end markets, that being oil and gas and aerospace and defense, which provides for a challenging prior year quarter to compare with the current period. These trends, coupled with project delays and overall market uncertainty, caused first quarter revenue to lag our expectations.

We have continued with our disciplined approach and commitment to only take on contracts that align with our profitability targets. Our international segment revenue was up for the first quarter, nearly 4% organic growth in local currency, which was offset by adverse FX translation. As noted in our press release and as shown on Slide nine, our results reflect certain overhead and personnel expenses, which have been reclassified in our consolidated statement of operations from SG&A to cost of revenue, as we determined this reclassification would be preferable as it provides greater transparency regarding the true cost of the company’s revenue and aligns with how our business is managed. These overhead and personnel costs, which were determined to be directly related to the company’s delivery of services, are generally variable to revenue being recognized and results in gross profit that fully encompasses all costs necessary to generate such revenue.

The reclassification recorded within our financials was $6 million and $4.9 million for the three months ended March 31 and March 31, ’24, respectively. The impact of this reclassification for full year ’24 was approximately $20.9 million from SG&A to cost of revenue. This redistribution of overhead and personnel expenses has no impact on operating income, net income, or adjusted EBITDA comparability. Selling, general, and administrative expenses were down $0.6 million or 1.7% from the prior year comparable period, despite adverse foreign exchange translation within our SG&A of $0.9 million and strategic spending within our data solutions business. This overall decrease in SG&A reflects our continued cost discipline and focus on calibration of our overhead costs relative to revenue achieved.

For the first quarter of 2025, the company recorded $3.1 million of reorganization and other costs related to the continued calibration of the company’s support overhead and other related costs. For the first quarter, we reported a GAAP net loss of $3.2 million or $0.10 per share. Excluding special items, non-GAAP net loss was $0.3 million loss or $0.01 per share for the first quarter. Adjusted EBITDA was down $4.2 million to $12 million as compared to first quarter last year. Despite the tough comparable, our adjusted EBITDA for the first quarter of 2025 was the second highest first quarter adjusted EBITDA performance for the company over the last five years. As shown on Slide 10, our net cash provided by operating activities was $5.6 million for the first quarter of 2025, an increase of $5 million compared to the first quarter of last year.

Our slightly less than break-even free cash flow of $0.2 million is not unusual for the first quarter of any given year, given seasonality, but our free cash flow was improved by just over $5 million for the first quarter of 2025 compared to the prior year quarter. The company remains intently focused on working capital management and meaningful cash flow generation in the second quarter and for the remainder of 2025. Interest expense was $3.3 million for the first quarter, decreasing by $1.1 million or 25% from the prior year due to a decrease in the average debt balance outstanding and the lower interest rate environment. Our trailing 12-month bank-defined leverage ratio was just under 2.5x as of March 31, 2025, which is up slightly from year-end but still well within our allowable permitted ratio of 3.75x.

We have articulated a strategy and continue to emphasize debt reduction as our priority use of free cash flow. However, based on current financial projections, we believe investments in capital expenditures and other resources that support our organic growth strategy while providing solid returns additionally represent an excellent use of our free cash flow. As our current leverage ratio is in line with our expectations, we do currently possess optionality as it relates to free cash flows, so we will be balancing these priorities to maximize shareholder value. Our effective tax rate, actually a tax benefit, was 26.9% for the first quarter, and we anticipate an effective tax rate of approximately 25% for the full year 2025. We sincerely appreciate your continued support and expect to reward your patience with significantly improved results throughout 2025.

At this time, I would like to turn the call back over to Natalia for her closing remarks before we move on to take your questions.

Natalia Shuman: Thank you, Ed. I have been intently focused on developing our five-year group strategic plan and roadmap along our senior leadership team and board of directors. This roadmap is still in progress but is expected to provide a meaningful path to build upon for continued profitable growth for the company. We are also working closely with our customers and focus on bringing our skilled workforce of technicians and advanced technologists to continue to create value-added solutions wherein we can expect higher margins where there are ROI benefits generated for our customers. As a result of this assessment and strategic planning, I am very optimistic about the future of the company and our plan for growing our business across our key end markets and geographies.

Our currently addressable market of approximately $25 billion is a large and highly fragmented market that rewards innovative companies who can effectively and expeditiously help their customers keep their assets safe, compliant, and efficiently operating. For 40 years, Mistras has been a key industry leader in non-destructive testing and data analytics that solve these increasingly complex challenges. As we look forward with our long-term strategy, we are striving to become a credible provider in the larger TIC market, and we are committed and focused on creating value for our customers by combining our software, services, and products to provide our customers with the knowledge and insight to operate their critical assets. We will not provide full year guidance for Fiscal 2025 due to unprecedented market uncertainty, and while we are still reviewing our entire portfolio of businesses, we are also assessing the impact of recently enacted tariffs on our business and results for Fiscal 2025.

Having said that, as a result of our ongoing cost calibration discipline, we expect our 2025 adjusted EBITDA achievement to at least meet or exceed the adjusted EBITDA level achieved in 2024. I am very pleased to be leading Mistras into the future, and I am extremely encouraged by the energy and enthusiasm of my nearly 5,000 dedicated colleagues who believe in our vision and are working tirelessly every day helping us achieve our goals by delivering on our mission for our customers. While we have made significant progress, we recognize that there is still much more to be done. Thank you for being part of this journey. We truly appreciate your continued support. And at this time, I would like to ask the operator to open the call for your questions.

Operator: We will now begin the Q&A. [Operator Instructions]. Your first question comes from the line of John Franzreb of Sidoti & Company.

John Franzreb: I’m kind of curious. Today versus three months ago, can you talk a little bit about the operating environment and what’s changed either positively or negatively that wasn’t expected going in?

Natalia Shuman: Sure. Sure. I can address this question. So, obviously, what we’ve seen as we’re working with customers, as we are discussing the customer’s situation with the tariffs, and we see unprecedented uncertainty, right? So, the project’s being delayed. The customers are still evaluating their impact of tariffs on their business. And that’s what we see is different from what has been in three months ago. So, the operating environment is quite challenging at this time. And again, we’re just using this time wisely, proactively, talking to the customers proactively, working with them, and figuring out the ways to help them.

John Franzreb: So, Natalia, are you actually seeing jobs being pushed to the right meaningfully? And I guess, I’m kind of curious about data analytics. We’re seeing any kind of projects being stalled or pushed into later in the year.

Natalia Shuman: Actually, data analytics, specifically PCMS segment in our data solution did quite well. As I mentioned in our prepared remarks, they grew the business 6% in this quarter. So, what we’ve seen is actually more interest from our customers as they very intently focused on the savings and budgetary reductions. There’s more interest in our platform that provides more analytics for them to gain that insight to manage their businesses better. So, we are very optimistic, John, about our performance when it comes to data, especially the PCMS platform.

John Franzreb: Okay. I just wanted to make sure nothing’s been pushed to the right in general. I guess one other question, I’ll get back into queue. Can you talk a little bit about your pricing initiatives? It sounds like in the prepared remarks that you’re going back to customers and trying to get value for your offerings and what you do. How are those discussions working out right now? Can you kind of give us any kind of background?

Natalia Shuman: Yes. Thank you, John. The commercial discipline that we have instituted a while ago still remains very much of a focus area for the company. We are reviewing the economics behind our larger customer contracts and we’re determining what levers we can pull in addition to ways to provide more services. Basically, this includes working together with our customers to provide fair and adequate ROI for the services that we provide. So, that’s on pricing. We do see some price pressure at the moment as, again, there’s some pressure from the macroeconomic situation. So, we’re working again with the customers on that, but we believe that this commercial discipline that we have continues to serve us well.

Operator: Our next question will come from Mitch Pinheiro with Sturdivant & Co.

Mitch Pinheiro: So, I’m curious specifically where you see tariffs affecting the business or your customers’ decisions? I mean, everything’s on hold and what’s on hold? What kind of projects do you see being delayed?

Natalia Shuman: Thank you, Mitch. Given that our business provides essential services to our customers, that what we see is direct impact to Mistras on tariffs is not very significant. But rather, the impact is coming from our customers, right? And we’re experiencing that impact from tariffs, supply chain disruption, economic policies, those factors causing our customers to pause or delay their spending. And based upon our discussions with the customers, there’s still robust demand for our services, but the current economic conditions are hard to predict with our customers to really convert that demand into the actual projects. So, that’s why we see that softer top line in Q1.

Mitch Pinheiro: So, is this mostly energy market related? I mean, and I’m just sort of curious, I mean, global demand looks pretty good. I mean, there’s some uncertainty, but I don’t really see a lot of things affected by tariffs that probably will end up being for naught. And it makes, it just doesn’t make sense that, to me, that energy markets would be affected by tariffs other than demand here or there for global oil output or something. It’s just a little.

Natalia Shuman: Yes, that’s right, Mitch. And that’s what we see, right? That this sort of overall demand is unchanged. So, it is temporarily paused as our customers collaborating on the new environment, right? In fact, we’re thinking that tariffs in the long run will be beneficial to us, right? Because as the advanced manufacturing moves to the U.S., we believe that there will be a higher demand for our services overall. So, we are quite optimistic about the long-term prospects. But again, right now, it’s temporarily paused when our customers are evaluating their own situations.

Edward Prajzner: It’s a short-run uncertainty, Mitch. Our assets are largely North American-based. They’re not subjected to tariffs, but the consumables, the raw materials that run through those assets that our customers operate are potentially subjected to supply chain stops and starts. And energy is related. A crude oil can be cracked and refined into all different byproducts going into lots of different industries, not just as a fuel source. So, it does cause a lot of little ebb and flowing there as the supply chain thinks through demand, supply, and tariff impact. So, it does have this indirect effect, as Natalia said, not as much directly on us. Our in-lab testing might bring in a source outside of North America. They have to think through that as well. So, it’s a temporary thing. They’re thinking through how it affects them here and now, but longer term, could be a positive to us.

Mitch Pinheiro: What about the price of oil being just below $60? How does that affect your outlook?

Natalia Shuman: Well, obviously, we are depending on oil prices, and the impact of declining crude prices is primarily contained to our downstream business. And this business, our business model is predicated upon our customer spending behaviors, which obviously, in turn, is potentially impacted by future, oil prices and the duration of these prices changes, right? So, actually, when we look at the customers, their models are built to flex up and down with the future oil prices. So, that’s what we see. We certainly have, we see right now that the prices are more of a lower end of normal prices, right? So, where it’s beneficial for us. So, and again, that’s the impact to our downstream business.

Mitch Pinheiro: Okay. Yes, and then, the other thing that really caught my eye is that midstream, you know, was weak again. And I kind of thought midstream was going to be, you know, more of a steadier revenue picture. Can you talk a little bit about what’s happening in the midstream business?

Natalia Shuman: Yes. Our midstream business, we had some reduction in revenue. This is, again, mostly because there was some budget restrictions. And although it’s regulatory-driven, most of our business in midstream is regulatory-driven. So, we believe that we will catch up on that demand later in a year. It’s just the temporary pause and temporary delay.

Mitch Pinheiro: Okay. And then, I think I heard you say that, like, as far as your guidance, you’re not giving formal guidance, but you think that, was it your adjusted EBITDA to be similar at a minimum to last year? Did I hear that correctly?

Natalia Shuman: That’s right. That’s right. We believe that we at least will meet or exceed our prior year EBITDA levels.

Mitch Pinheiro: So, I mean, so, does that imply at all that revenue will be not too far off from last year? Or because your margins have improved nicely, but I don’t know if they could withstand a big revenue shock. So, for AEBITDA to be flattish, to maybe up, would suggest that revenue is not going to be too far off from last year. Is that correct? Or is there other factors to consider?

Edward Prajzner: No, Mitch. I think you’re interpreting that correctly. We can’t control that end market demand and our customers buying decisions and when. But, yes, we’re definitely signaling a moderation there. However, with our discipline cost calibrations focus, we can control the bottom line much more, and we fully intend to do that. We have been doing that. We will continue to do that. So, that’s why we have a lot more confidence in that EBITDA outlook for the full year.

Operator: Your next question will come from the line of Chris Sakai with Singular Research.

Chris Sakai: Can you talk about what’s happening internationally? What growth is happening there? And do you foresee more growth there?

Edward Prajzner: Yes, Chris. International was up about 4% organically. And FX, unfavorable FX translation to U.S. dollars does flatten that out. But international has a fairly diversified business model. They’re a lot less oil and gas dependent than North America, much more diversified. They have some of the same macroeconomic challenges that we’re dealing with in North America. But more diversified business model for them really probably reduces some of the variability going forward in that they had a really good year in ’24 on the top line and bottom line. And we see them having, you know, they’re a little less volatile. It’s really a function of their much more diverse end markets than we would have in North America.

Chris Sakai: Okay. Great. Thanks for that. And looking at midstream and downstream, what sort of things are we to expect to see an uptick there on a macro level?

Natalia Shuman: Well, on a macro level, demand, we predict that demand will not change that much. But again, because of the unknown situation currently and on a macro level, there is some insurgency. So but this is for oil and gas overall, whether it’s downstream or mainstream upstream. So we’re seeing that softness currently. But again, we believe that it will settle down as there’s more clarity around the around the tariffs around the rules. Right.

Operator: Your next question will come from John Franzreb with Sidoti & Company.

John Franzreb: Yes, I actually got a question about the how April kind of played out. Can you kind of talk to the context of how that played out compared to the March quarter? Is it down the same magnitude?

Natalia Shuman: Right. In April, we still impacted a bit of the turnarounds. The number of turnarounds is not as robust, right, as that we saw in H1 of 2024. But we do see some improvement in demand. So it’s definitely we again, we’re very closely working with the customers to see how we can help and create that greater insight for them using our PCMS mobile application. So but we see there’s a slight improvement in April already.

John Franzreb: So should we be thinking about the magnitude of the weakness in the second quarter being similar to down in what you saw in the first quarter at roughly 10%? How should we contextualize the relative weakness on a year-over-year basis?

Edward Prajzner: Good question, John. Q2 will be a much easier comparison. Q1 to Q1. Q1 last year was so strong and we did expect a drop off in the downtrend. We had communicated that. Q2 does not have that variability built in there. It’s an easier comparison. So you’ll see less variability and we have, you know, in Q2 versus Q2. So different model. Q1 was just extraordinarily high last year. That’s what’s causing much of that comparison to variance. We expected to be down, as we said in the prepared remarks. We were down a little more than we had thought in Q1. But Q2, you’ll see a little less, actually a lot less volatility versus expectations. And again, comparing to last year, it’s not as peaky.

John Franzreb: Got it. And did I hear it properly that you expect that $6.5 million of revenue to be recovered in the balance of the year in the oil and gas sector? I don’t think you said that it was downstream dependent, but I think it sounded like to me that you were going to get it through all three end markets.

Natalia Shuman: That’s correct, John. So what we expect is what I was talking about turnarounds specifically. So we noticed several times that turnarounds were softer. So we didn’t have as many turnarounds as we had in 2024. However, if we look at the total backlog that we already have for turnarounds planned in H2, we believe that we at least exceeded overall total number and in dollars as well, exceed the level of ’24 by $6.5 million.

Operator: At this time, I see no callers in the queue. So I will hand the call back to Ms. Shuman for her closing remarks.

Natalia Shuman: Well, thank you very much again for being with us on this journey. And we’re very confident in our prospects for the future. And again, thank you to all my team members and our my colleagues for their continuous efforts and hard work in the field. Thank you.

Operator: This ends today’s conference call. You may disconnect at this time.