Mistras Group, Inc. - Quarter Report: 2013 August (Form 10-Q)

Table of Contents

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

 

For the quarterly period ended August 31, 2013

 

Or

 

 

For the transition period to                        

 

Commission file number 001- 34481

 

 

Mistras Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

(609) 716-4000
(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes  o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x Yes  o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes  x No

 

As of October 1, 2013, the registrant had 28,375,135 shares of common stock outstanding.

 

 

Table of Contents

 

TABLE OF CONTENTS

 

			PAGE
PART I—FINANCIAL INFORMATION
	ITEM 1.	Financial Statements	1
		Unaudited Condensed Consolidated Balance Sheets as of August 31, 2013 and May 31, 2013	1
		Unaudited Condensed Consolidated Statements of Income for the three months ended August 31, 2013 and 2012	2
		Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended August 31, 2013 and 2012	3
		Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended August 31, 2013 and 2012	4
		Notes to Unaudited Condensed Consolidated Financial Statements	5
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	23
	ITEM 4.	Controls and Procedures	23
PART II—OTHER INFORMATION
	ITEM 1.	Legal Proceedings	25
	ITEM 1.A.	Risk Factors	25
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
	ITEM 3.	Defaults Upon Senior Securities	25
	ITEM 4.	Mine Safety Disclosures	25
	ITEM 5.	Other Information	25
	ITEM 6.	Exhibits	25
SIGNATURES			27

 

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PART I—FINANCIAL INFORMATION

 

ITEM 1.                           Financial Statements (unaudited)

 

Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)

 

		August 31, 2013			May 31, 2013
ASSETS
Current Assets
Cash and cash equivalents		$	6,933		$	7,802
Accounts receivable, net		106,258			108,554
Inventories, net		12,981			12,504
Deferred income taxes		2,710			2,621
Prepaid expenses and other current assets		8,806			8,156
Total current assets		137,688			139,637
Property, plant and equipment, net		68,076			68,419
Intangible assets, net		50,560			52,428
Goodwill		115,325			115,270
Other assets		1,019			906
Total assets		$	372,668		$	376,660
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable		$	8,476		$	8,490
Accrued expenses and other current liabilities		44,875			47,839
Current portion of long-term debt		7,405			7,418
Current portion of capital lease obligations		6,945			6,766
Income taxes payable		1,702			1,703
Total current liabilities		69,403			72,216
Long-term debt, net of current portion		45,495			52,849
Obligations under capital leases, net of current portion		11,278			10,923
Deferred income taxes		12,651			11,614
Other long-term liabilities		17,054			18,778
Total liabilities		155,881			166,380
Commitments and contingencies
Equity
Preferred stock, 10,000,000 shares authorized		—			—
Common stock, $0.01 par value, 200,000,000 shares authorized, 28,375,135 and 28,210,862 shares issued and outstanding as of August 31, 2013 and May 31, 2013, respectively		283			282
Additional paid-in capital		196,377			195,241
Retained earnings		24,623			18,982
Accumulated other comprehensive loss		(4,717		)	(4,452		)
Total Mistras Group, Inc. stockholders’ equity		216,566			210,053
Noncontrolling interests		221			227
Total equity		216,787			210,280
Total liabilities and equity		$	372,668		$	376,660

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Income
(in thousands, except per share data)

 

		Three months ended August 31,
		2013			2012
Revenues:
Services		$	128,342		$	99,225
Products and systems		7,496			14,162
Total revenues		135,838			113,387
Cost of revenues:
Cost of services		88,624			70,516
Cost of products and systems sold		3,629			5,010
Depreciation related to services		4,050			3,976
Depreciation related to products and systems		258			168
Total cost of revenues		96,561			79,670
Gross profit		39,277			33,717
Selling, general and administrative expenses		28,699			23,492
Research and engineering		643			517
Depreciation and amortization		2,457			1,895
Acquisition-related expense, net		(2,097		)	107
Income from operations		9,575			7,706
Interest expense		745			760
Income before provision for income taxes		8,830			6,946
Provision for income taxes		3,195			2,655
Net income		5,635			4,291
Net loss (income) attributable to noncontrolling interests, net of taxes		6			(10		)
Net income attributable to Mistras Group, Inc.		$	5,641		$	4,281
Earnings per common share
Basic		$	0.20		$	0.15
Diluted		$	0.19		$	0.15
Weighted average common shares outstanding:
Basic		28,241			28,045
Diluted		29,109			29,000

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Comprehensive Income

(in thousands)

 

		Three months ended August 31,
		2013			2012
Net income		$	5,635		$	4,291
Other comprehensive (loss), net of tax:
Foreign currency translation adjustments		(265		)	(2,031		)
Comprehensive income		5,370			2,260
Comprehensive income (loss) attributable to noncontrolling interest		6			(10		)
Comprehensive income attributable to Mistras Group, Inc.		$	5,364		$	2,270

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)

 

		Three months ended August 31,
		2013			2012
Cash flows from operating activities
Net income		$	5,635		$	4,291
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		6,765			6,039
Deferred income taxes		866			694
Provision for doubtful accounts		115			(210		)
(Gain) loss on sale of assets		(27		)	119
Amortization of deferred financing costs		31			31
Share-based compensation expense		1,707			1,634
Fair value adjustment to contingent consideration liabilities		(2,165		)	(121		)
Foreign currency (gain) loss		(296		)	95
Changes in operating assets and liabilities, net of effect of acquisitions of businesses:
Accounts receivable		1,794			16,240
Inventories		(493		)	613
Prepaid expenses and other current assets		(818		)	854
Other assets		(126		)	677
Accounts payable		126			(2,762		)
Accrued expenses and other current liabilities		(1,569		)	(6,372		)
Income taxes payable		(7		)	(276		)
Net cash provided by operating activities		11,538			21,546
Cash flows from investing activities
Purchase of property, plant and equipment		(2,514		)	(2,714		)
Purchase of intangible assets		(142		)	(228		)
Proceeds from sale of equipment		140			325
Net cash used in investing activities		(2,516		)	(2,617		)
Cash flows from financing activities
Repayment of capital lease obligations		(1,893		)	(1,644		)
Repayment of long-term debt		(911		)	(1,621		)
Net (repayments) against current revolver		(6,569		)	(15,000		)
Payment of contingent consideration for business acquisitions		(125		)	(1,113		)
Taxes paid related to net share settlement of equity awards		(998		)	(807		)
Excess tax benefit from stock compensation		124			300
Proceeds from the exercise of stock options		303			99
Net cash used in financing activities		(10,069		)	(19,786		)
Effect of exchange rate changes on cash and cash equivalents		178			(224		)
Net change in cash and cash equivalents		(869		)	(1,081		)
Cash and cash equivalents
Beginning of period		7,802			8,410
End of period		$	6,933		$	7,329
Supplemental disclosure of cash paid
Interest		$	732		$	746
Income taxes		$	1,346		$	1,122
Noncash investing and financing
Equipment acquired through capital lease obligations		$	2,475		$	1,555

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Mistras Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

(tabular dollars in thousands, except per share data)

 

1.                                      Description of Business and Basis of Presentation

 

Description of Business

 

Mistras Group, Inc. and subsidiaries (the Company) is a leading “one source” global provider of technology-enabled asset protection solutions used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure. The Company combines industry-leading products and technologies, expertise in mechanical integrity (MI), non-destructive testing (NDT) services, destructive testing services, and proprietary data analysis software to deliver a comprehensive portfolio of customized solutions, ranging from routine inspections to complex, plant-wide asset integrity assessments and management. These mission critical solutions enhance customers’ ability to extend the useful life of their assets, increase productivity, minimize repair costs, comply with governmental safety and environmental regulations, manage risk and avoid catastrophic disasters. The Company serves a global customer base of companies with asset-intensive infrastructure, including companies in the oil and gas, fossil and nuclear power, alternative and renewable energy, public infrastructure, chemicals, aerospace and defense, transportation, primary metals and metalworking, pharmaceuticals and food processing industries.

 

Basis of Presentation

 

The condensed consolidated financial statements contained in this report are unaudited. In the opinion of management, the condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods of the fiscal years ending May 31, 2014 and 2013. Reference to a fiscal year means the fiscal year ended May 31. Certain items included in these statements are based on management’s estimates. Actual results may differ from those estimates. The results of operations for any interim period are not necessarily indicative of the results expected for the year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the notes to consolidated financial statements contained in the Company’s Annual Report on Form 10-K (“Annual Report”) for fiscal 2013, as filed with the Securities and Exchange Commission on August 14, 2013.

 

Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Mistras Group, Inc. and its wholly and majority-owned subsidiaries. Where the Company’s ownership interest is less than 100%, the noncontrolling interests are reported in stockholders’ equity in the accompanying consolidated balance sheets. The noncontrolling interests in operating results, net of tax, is classified separately in the accompanying consolidated statements of income.

 

All significant intercompany accounts and transactions have been eliminated in consolidation. Mistras Group, Inc.’s and its subsidiaries’ fiscal years end on May 31 except for the companies in the International segment, which end on April 30. Accordingly, the Company’s International segment subsidiaries are consolidated on a one-month lag. Therefore, in the fiscal quarter and year of acquisition, results of acquired subsidiaries in the International segment are generally included in consolidated results for one less month than the actual number of months from the acquisition date to the end of the reporting period. Management does not believe that any events occurred during the one-month lag period that would have a material effect on the Company’s consolidated financial statements as of or for any period presented.

 

Reclassification

 

Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have a material effect on the Company’s financial condition or results of operations as previously reported.

 

For the three months ended August 31, 2013, the Company reclassified $0.3 million related to interest accretion imputed on its acquisition-related contingent consideration liabilities from interest expense to acquisition-related expense, net, which is a component of income from operations. See Note 4 — Acquisitions for further discussion with regards to acquisition related expense, net.

 

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Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars in thousands, except per share data)

 

Significant Accounting Policies

 

Our significant accounting policies are disclosed in Note 2 — Summary of Significant Accounting Policies in our Annual Report. On an ongoing basis, we evaluate our estimates and assumptions, including, among other things those related to revenue recognition, valuations of accounts receivable, long-lived assets, goodwill, deferred tax assets and uncertain tax positions. Since the date of our Annual Report, there have been no material changes to our significant accounting policies.

 

Recent Accounting Pronouncements

 

In February 2013, the FASB issued Accounting Standard Update (ASU) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which expands the disclosure requirements for amounts reclassified out of accumulated other comprehensive income. The update requires an entity to present either parenthetically on the face of the financial statement where net income is presented or in the notes to the financial statements, the effect of significant items reclassified in their entirety from accumulated other comprehensive income and identification of the respective line items effecting net income for instances when reclassification is required under GAAP. For items that are not required by GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures as required by GAAP. The update does not change the current requirements for reporting net income or other comprehensive income in financial statements and is effective for annual and interim reporting periods beginning after December 15, 2012. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements.

 

Other recently issued accounting pronouncements did not, or are not believed by management to likely have a material impact on the Company’s current or future consolidated financial statements.

 

2.             Share-Based Compensation

 

The Company recognized share-based compensation expense related to stock option awards of approximately $0.7 million and $0.8 million for three months ended August 31, 2013 and 2012, respectively. As of August 31, 2013, there was approximately $0.1 million of unrecognized compensation costs, net of estimated forfeitures, related to stock option awards, which are expected to be recognized over a remaining weighted average period of 1.2 years. Cash proceeds from, and the aggregate intrinsic value of, stock options exercised during the three months ended August 31, 2013 and 2012 were as follows:

 

		Three months ended August 31,
		2013			2012
Cash proceeds from options exercised		$	303		$	99
Aggregate intrinsic value of options exercised		$	326		$	126

 

No stock options were granted during the three months ended August 31, 2013 or August 31, 2012.

 

The Company also recognized approximately $0.8 million and $0.6 million in share-based compensation expense related to restricted stock unit awards during the first quarter of fiscal 2014 and 2013, respectively. As of August 31, 2013, there was approximately $11.1 million of unrecognized compensation costs, net of estimated forfeitures, related to restricted stock unit awards, which are expected to be recognized over a remaining weighted average period of 2.9 years.

 

During the first quarter of fiscal 2014 and 2013 respectively, the Company granted approximately 10,000 and 13,000 shares of fully-vested common stock to its five non-employee directors, in connection with its non-employee director compensation plan. These shares had a grant date fair value of approximately $0.2 million and $0.3 million, respectively, which was recorded as share-based compensation expense during the quarter ended August 31, 2013 and 2012.

 

During the first quarter of fiscal 2014 and 2013 respectively, approximately 175,000 and 123,000 restricted stock units vested. The fair value of these units was $3.2 million and $1.9 million, respectively. Upon vesting, restricted stock units are generally net share-settled to cover the required withholding tax and the remaining amount is converted into an equivalent number of shares of common stock. The restricted stock units that vested in the first quarters of fiscal 2014 and 2013 were net-share

 

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Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars in thousands, except per share data)

 

settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The Company withheld approximately 54,000 and 37,000 shares in the first quarter of fiscal 2014 and 2013, respectively. The shares withheld were based on the value of the restricted stock units on their vesting date as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to the taxing authorities were $1.0 million and $0.8 million and are reflected as a financing activity within the condensed consolidated statements of cash flows for the three months ended August 31, 2013 and 2012, respectively. These net-share settlements had the effect of share repurchases by the Company as they reduced and retired the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.

 

3.             Earnings per Share

 

Basic earnings per share is computed by dividing net income attributable to stockholders by the weighted average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to stockholders by the sum of (1) the weighted average number of shares of common stock outstanding during the period, and (2) the dilutive effect of assumed conversion of equity awards using the treasury stock method. With respect to the number of weighted average shares outstanding (denominator), diluted shares reflects: (i) only the exercise of options to acquire common stock to the extent that the options’ exercise prices are less than the average market price of common shares during the period and (ii) the pro forma vesting of restricted stock units.

 

The following table sets forth the computations of basic and diluted earnings per share:

 

		Three months ended August 31,
		2013			2012
Basic earnings per share
Numerator:
Net income attributable to Mistras Group, Inc.		$	5,641		$	4,281
Denominator:
Weighted average common shares outstanding		28,241			28,045
Basic earnings per share		$	0.20		$	0.15
Diluted earnings per share:
Numerator:
Net income attributable to Mistras Group, Inc.		$	5,641		$	4,281
Denominator:
Weighted average common shares outstanding		28,241			28,045
Dilutive effect of stock options outstanding		723			806
Dilutive effect of restricted stock units outstanding		145			149
		29,109			29,000
Diluted earnings per share		$	0.19		$	0.15

 

4.             Acquisitions

 

During the three months ended August 31, 2013, the Company incurred acquisition-related costs of $0.1 million in connection with due diligence, professional fees, and other expenses for certain fiscal 2014 acquisition activity. Additionally, the Company adjusted the fair value of certain acquisition-related contingent consideration liabilities. For the three months ended August 31, 2013, the adjustments resulted in a net decrease of approximately $2.2 million to the Company’s acquisition-related contingent consideration liabilities, which were approximately $13.0 million as of August 31, 2013 and recorded on the balance sheet in accrued expenses and other liabilities. These adjustments also resulted in a corresponding net increase to income from operations of approximately $2.2 million for the three months ended August 31, 2013. The fair value adjustments to acquisition-related contingent consideration liabilities and the acquisition-related transaction costs

 

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Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars in thousands, except per share data)

 

have been classified as acquisition-related expense, net, in the statement of income for the three months ended August 31, 2013.

 

During the three months ended August 31, 2012, the Company incurred acquisition-related costs of $0.6 million in connection with due diligence, professional fees, and other expenses for its fiscal 2013 acquisition activity. Additionally, the Company adjusted the fair value of certain acquisition-related contingent consideration liabilities. For the three months ended August 31, 2012, the adjustments resulted in a net decrease of approximately $0.8 million to the Company’s acquisition-related contingent consideration liabilities, which were approximately $11.6 million as of August 31, 2012 and recorded on the balance sheet in accrued expenses and other liabilities. These adjustments also resulted in a corresponding net increase to income from operations of approximately $0.8 for the three months ended August 31, 2013. The Company recorded interest accretion related to its contingent consideration liabilities of $0.3 million for the three months ended August 31, 2012. The fair value adjustments to acquisition-related contingent consideration liabilities, related interest accretion and the acquisition-related transaction costs have been classified as acquisition-related expense, net, in the statement of operations for the three months ended August 31, 2012.

 

Interest accretion during the three months ended August 31, 2012 was previously recorded in interest expense.

 

The unaudited pro forma information for the periods set forth below gives effect to the Company’s fiscal 2013 acquisitions as if they had occurred at the beginning of each period presented. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time (unaudited, in thousands):

 

		Three months ended August 31,
		2013			2012
Revenues		$	135,838		$	133,667
Income from operations		$	9,575		$	9,565

 

The Company did not complete any acquisitions during the three months ended August 31, 2013.

 

5.             Accounts Receivable, net

 

Accounts receivable consist of the following:

 

		August 31, 2013			May 31, 2013
Trade accounts receivable		$	108,224		$	110,438
Allowance for doubtful accounts		(1,966		)	(1,884		)
Total		$	106,258		$	108,554

 

6.                                      Inventories, net

 

Inventories consist of the following:

 

		August 31, 2013			May 31, 2013
Raw materials		$	3,440		$	3,332
Work in process		2,000			2,310
Finished goods		4,580			4,355
Services-related consumable supplies		2,961			2,507
Total		$	12,981		$	12,504

 

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Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars in thousands, except per share data)

 

7.             Property, Plant and Equipment, net

 

Property, plant and equipment consist of the following:

 

		Useful Life		August 31, 2013			May 31, 2013
		(Years)
Land				$	1,939		$	1,943
Building and improvements		30-40		21,109			20,973
Office furniture and equipment		5-8		5,748			5,543
Machinery and equipment		5-7		124,665			121,563
				153,461			150,022
Accumulated depreciation and amortization				(85,385		)	(81,603		)
Property, plant and equipment, net				$	68,076		$	68,419

 

Depreciation expense for the three months ended August 31, 2013 and 2012 was approximately $4.6 million and $4.4 million, respectively.

 

8.                                      Accrued Expenses and Other Current Liabilities

 

Accrued expenses and other current liabilities consist of the following:

 

		August 31, 2013			May 31, 2013
Accrued salaries, wages and related employee benefits		$	21,073		$	23,662
Contingent consideration		2,840			5,144
Accrued workers’ compensation and health benefits		3,797			3,667
Deferred revenues		2,288			2,623
Other accrued expenses		14,877			12,743
Total		$	44,875		$	47,839

 

9.                                      Long-Term Debt

 

Long-term debt consists of the following:

 

		August 31, 2013			May 31, 2013
Senior credit facility		$	32,999		$	39,567
Notes payable		14,603			15,740
Other		5,298			4,960
Total debt		52,900			60,267
Less: Current portion		(7,405		)	(7,418		)
Long-term debt, net of current portion		$	45,495		$	52,849

 

Senior Credit Facility

 

In December 2011, the Company entered into a Third Amended and Restated Credit Agreement (Credit Agreement) with Bank of America, N.A., as agent for the lenders and a lender, and JPMorgan Chase Bank, N.A., Keybank National Association and TD Bank, N.A., as lenders. The Credit Agreement provides the Company with a $125.0 million revolving line of credit, which, under certain circumstances, can be increased to $150.0 million. The Credit Agreement has a maturity date of December 20, 2016. The Company may borrow up to $30.0 million in non-U.S. dollar currencies and use up to $10.0 million of the credit limit for the issuance of letters of credit. As of August 31, 2013, there were outstanding borrowings of $33.0 million and a total of $4.5 million of outstanding letters of credit under the current revolving credit facility.

 

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Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars in thousands, except per share data)

 

Loans under the Credit Agreement bear interest at LIBOR plus an applicable LIBOR margin ranging from 1% to 2%, or a base rate less a margin of 0.25% to 1.25%, at the option of the Company, or based upon the Company’s Funded Debt Leverage Ratio. Funded Debt Leverage Ratio is generally the ratio of (1) all outstanding indebtedness for borrowed money and other interest-bearing indebtedness as of the date of determination to (2) EBITDA (which is (a) net income, less (b) income (or plus loss) from discontinued operations and extraordinary items, plus (c) income tax expenses, plus (d) interest expense, plus (e) depreciation, depletion, and amortization (including non-cash loss on retirement of assets), plus (f) stock compensation expense, less (g) cash expense related to stock compensation, plus or minus certain other adjustments) for the period of four consecutive fiscal quarters immediately preceding the date of determination. The Company has the benefit of the lowest margin if its Funded Debt Leverage Ratio is equal to or less than 0.5 to 1, and the margin increases as the ratio increases, to the maximum margin if the ratio is greater than 2.5 to 1. The Company will also bear additional costs for market disruption, regulatory changes effecting the lenders’ funding costs, and default pricing of an additional 2% interest rate margin if the Funded Debt Leverage Ratio exceeds 3.0 to 1. Amounts borrowed under the Credit Agreement are secured by liens on substantially all of the assets of the Company.

 

The Credit Agreement contains financial covenants requiring that the Company maintain a Funded Debt Leverage Ratio of less than 3.0 to 1 and an Interest Coverage Ratio of at least 3.0 to 1. Interest Coverage Ratio means the ratio, as of any date of determination, of (a) EBITDA for the 12 month period immediately preceding the date of determination, to (b) all interest, premium payments, debt discount, fees, charges and related expenses of the Company and its subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, paid during the 12 month period immediately preceding the date of determination. The Credit Agreement also limits the Company’s ability to, among other things, create liens, make investments, incur more indebtedness, merge or consolidate, make dispositions of property, pay dividends and make distributions to stockholders, enter into a new line of business, enter into transactions with affiliates and enter into burdensome agreements. The Credit Agreement does not limit the Company’s ability to acquire other businesses or companies except that the acquired business or company must be in its line of business, the Company must be in compliance with the financial covenants on a pro forma basis after taking into account the acquisition, and, if the acquired business is a separate subsidiary, in certain circumstances the lenders will receive the benefit of a guaranty of the subsidiary and liens on its assets and a pledge of its stock.

 

As of August 31, 2013, the Company was in compliance with the terms of the credit agreement, and expects to be in compliance for the foreseeable future.

 

Notes Payable and Other

 

In connection with acquisitions through end of fiscal 2013, the Company issued subordinated notes payable to the sellers. The maturity of these notes range from three to five years from the date of acquisition with stated interest rates ranging from 0% to 4%. The Company has discounted these obligations to reflect a 2% to 4% market interest rate. Unamortized discount on the notes was de minimis as of August 31, 2013 and May 31, 2013. Amortization is recorded as interest expense in the condensed consolidated statements of income.

 

The Company has evaluated current market conditions and borrower credit quality and has determined that the carrying value of its long-term debt approximated fair value. The fair value of the Company’s notes payable and capital lease obligations approximates their carrying amounts based on anticipated interest rates which management believes would currently be available to the Company for similar issues of debt.

 

10.          Fair Value Measurements

 

The Company performs fair value measurements in accordance with the guidance provided by ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a three level hierarchy that prioritizes the inputs used to measure fair value. The three levels of the hierarchy are defined as follows:

 

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Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars in thousands, except per share data)

 

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2 — Observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data.

 

Level 3 — Unobservable inputs reflecting the Company’s own assumptions about inputs that market participants would use in pricing the asset or liability based on the best information available.

 

In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company’s financial liabilities that are required to be remeasured at fair value on a recurring basis:

 

		August 31, 2013
		Level 1			Level 2			Level 3			Total
Liabilities:
Contingent consideration		$	—		$	—		$	13,038		$	13,038
Total Liabilities		$	—		$	—		$	13,038		$	13,038

 

		May 31, 2013
		Level 1			Level 2			Level 3			Total
Liabilities:
Contingent consideration		$	—		$	—		$	15,438		$	15,438
Total Liabilities		$	—		$	—		$	15,438		$	15,438

 

The fair value of contingent consideration liabilities that was classified as Level 3 in the table above was estimated using a discounted cash flow technique with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include the probability assessments of expected future cash flows related to the acquired businesses, appropriately discounted considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the acquisition agreements.

 

11.                               Commitments and Contingencies

 

Litigation

 

The Company is subject to periodic lawsuits, investigations and claims that arise in the ordinary course of business. Although the Company cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against it, the Company believes that, except for the matters discussed below, the reasonably possible range of loss for all other pending legal proceeding to which the Company is a party in the aggregate is immaterial. The costs of defense and amounts that may be paid in such matters may be covered by insurance.

 

In January 2012, the Company received notice of a governmental investigation concerning an environmental incident which occurred in February 2011 outside on the premises of the Company’s Cudahy, California location. No human injury or property damage was reported or appears to have been caused as a result of this incident. While management cannot predict the ultimate outcome of this matter, based on its internal investigation to date, the Company does not believe the outcome will have a material effect on its financial condition or results of operations.

 

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Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars in thousands, except per share data)

 

During fiscal 2013, the Company performed radiography work on the construction of a pipeline project in Georgia.  The Company has received notice that the pipeline project owner contends that certain of the x-ray images the Company’s technicians prepared regarding the project did not meet the code quality interpretation standards required by API (American Petroleum Institute) 1103. The project owner is claiming damages as a result of the alleged quality defects of the Company’s x-ray images. This matter is in the early stages of investigation and no lawsuit has yet to be filed.  At the present time, the Company is unable to determine the likely outcome or reasonably estimate the amount or range of potential liability related to this matter, and accordingly, has not established any reserves for this matter.

 

Acquisition-related contingencies

 

The Company is liable for contingent consideration in connection with certain of its acquisitions. As of August 31, 2013, total potential acquisition-related contingent consideration ranged from zero to $23.9 million and would be payable upon the achievement of specific performance metrics by certain of the acquired companies over the next five years of operations. See Note 4 - Acquisitions and Note 9 - Long-Term Debt to these consolidated financial statements for further discussion of the Company’s acquisitions.

 

12.                               Segment Disclosure

 

The Company’s three operating segments are:

 

·                  Services. This segment provides asset protection solutions primarily in North America with the largest concentration in the United States and the Canadian services business, consisting primarily of non-destructive testing and inspection services that are used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure.

 

·                  International. This segment offers services, products and systems similar to those of the Company’s other two segments to global markets, principally in 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. This segment designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States.

 

Allocations for general corporate services, including accounting, audit, and contract management, that are provided to the segments are reported within Corporate and eliminations. Sales to the International segment from the Products and Systems segment and subsequent sales by the International segment of the same items are recorded and reflected in the operating performance of both segments. Additionally, engineering charges and royalty fees charged to the Services and International segments by the Products and Systems segment are reflected in the operating performance of each segment. All such intersegment transactions are eliminated in the Company’s consolidated financial reporting.

 

The accounting policies of the reportable segments are the same as those described in Note 1 — Description of Business and Basis of Presentation. Segment income from operations is determined based on internal performance measures used by the Chief Executive Officer, who is the chief operating decision maker, to assess the performance of each business in a given period and to make decisions as to resource allocations. In connection with that assessment, the Chief Executive Officer may exclude matters such as charges for share-based compensation and certain other acquisition-related charges and balances, technology and product development costs, certain gains and losses from dispositions, and litigation settlements or other charges. Certain general and administrative costs such as human resources, information technology and training are allocated to the segments. Segment income from operations also excludes interest and other financial charges and income taxes. Corporate and other assets are comprised principally of cash, deposits, property, plant and equipment, domestic deferred taxes, deferred charges and other assets. Corporate loss from operations consists of depreciation on the corporate office facilities and equipment, administrative charges related to corporate personnel and other charges that cannot be readily identified for allocation to a particular segment.

 

Selected financial information by segment for the periods shown was as follows:

 

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Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars in thousands, except per share data)

 

		Three months ended August 31,
		2013			2012
Revenues
Services		$	95,810		$	82,397
International		37,759			24,429
Products and Systems		6,585			9,534
Corporate and eliminations		(4,316		)	(2,973		)
		$	135,838		$	113,387

 

Revenues by operating segment include intercompany transactions, which are eliminated in Corporate and eliminations. The Services segment had sales to other operating segments of $2.2 million and $1.1 million for the three months ended August 31, 2013 and 2012, respectively. The International segment had sales to other operating segments of $0.1 million for each of the three month periods ended August 31, 2013 and 2012. The Products and Systems segment had sales to other operating segments of $1.9 million and $1.7 million for the three months ended August 31, 2013 and 2012, respectively.

 

		Three months ended August 31,
		2013			2012
Gross profit
Services		$	26,747		$	20,940
International		10,120			7,081
Products and Systems		2,384			5,245
Corporate and eliminations		26			451
		$	39,277		$	33,717

 

		Three months ended August 31,
		2013			2012
Income from operations
Services		$	10,846		$	6,766
International		1,815			1,591
Products and Systems		591			3,080
Corporate and eliminations		(3,677		)	(3,731		)
		$	9,575		$	7,706

 

Income by operating segment includes intercompany transactions, which are eliminated in Corporate and eliminations.

 

		Three months ended August 31,
		2013			2012
Depreciation and amortization
Services		$	4,235		$	4,524
International		1,922			1,047
Products and Systems		583			491
Corporate and eliminations		25			(23		)
		$	6,765		$	6,039

 

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Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars in thousands, except per share data)

 

		August 31, 2013			May 31, 2013
Intangible assets, net
Services		$	13,450		$	14,527
International		27,122			27,520
Products and Systems		9,270			9,600
Corporate and eliminations		718			781
		$	50,560		$	52,428

 

		August 31, 2013			May 31, 2013
Goodwill
Services		$	61,127		$	61,285
International		41,001			40,788
Products and Systems		13,197			13,197
		$	115,325		$	115,270

 

		August 31, 2013			May 31, 2013
Total assets
Services		$	195,196		$	200,326
International		139,961			138,108
Products and Systems		36,715			37,948
Corporate and eliminations		796			278
		$	372,668		$	376,660

 

Revenues by geographic area for the three months ended August 31, 2013 and 2012, respectively, were as follows:

 

		Three months ended August 31,
		2013			2012
Revenues
United States		$	83,157		$	76,275
Other Americas		13,420			11,788
Europe		35,406			16,677
Asia-Pacific		3,855			8,647
		$	135,838		$	113,387

 

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ITEM 2.                Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following Management’s Discussion and Analysis (“MD&A”) includes a narrative explanation and analysis of our results of operations and financial condition for the three months ended August 31, 2013 and 2012. The MD&A should be read together with our condensed consolidated financial statements and related notes included in Item 1 in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for fiscal 2013. In this quarterly report, our fiscal years, which end on May 31, are identified according to the calendar year in which they end (e.g., the fiscal year ending May 31, 2014 is referred to as “fiscal 2014”), and unless otherwise specified or the context otherwise requires, “Mistras,” “the Company,” “we,” “us” and “our” refer to Mistras Group, Inc. and its consolidated subsidiaries. The MD&A includes disclosure in the following areas:

 

·                  Forward-Looking Statements

·                  Overview

·                  Consolidated Results of Operations

·                  Liquidity and Capital Resources

·                  Critical Accounting Estimates

 

Forward-Looking Statements

 

This report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (Securities Act), and Section 21E of the Securities Exchange Act of 1934 (Exchange Act). Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. These forward-looking statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements.

 

In some cases, you can identify forward-looking statements by terminology, such as “goals,” or “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” or the negative of such terms or other similar expressions. You are urged not to place undue reliance on any such forward-looking statements, any of which may turn out to be wrong due to inaccurate assumptions, unknown risks, uncertainties or other factors. Factors that could cause or contribute to differences in results and outcomes from those in our forward-looking statements include, without limitation, those discussed elsewhere in this Report in Part II, Item 1A “Risk Factors” and in Item 1 “Business—Forward-Looking Statements,” as well as those discussed in the “Risk Factors” section of our Annual Report on Form 10-K for our fiscal 2013 and in our other Securities and Exchange Commission (SEC) filings.

 

Overview

 

We offer our customers “one source for asset protection solutions” ® and are a leading global provider of technology-enabled asset protection solutions used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure. We combine industry-leading products and technologies, expertise in mechanical integrity (MI), non-destructive testing (NDT) and predictive maintenance (PdM) services, destructive testing services, and proprietary data analysis and enterprise inspection warehousing software to deliver a comprehensive portfolio of customized solutions, ranging from routine inspections to complex, plant-wide asset integrity management and assessments. These mission critical solutions enhance our customers’ ability to comply with governmental safety and environmental regulations, extend the useful life of their assets, increase productivity, minimize repair costs, manage risk and avoid catastrophic disasters. Our operations consist of three reportable segments: Services, International and Products and Systems.

 

·                  Services provides asset protection solutions primarily in North America with the largest concentration in the United States and the Canadian services business, consisting primarily of non-destructive testing and inspection services that are used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure.

 

·                  International offers services, products and systems similar to those of the other two segments to global markets, principally in 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.

 

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·                  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.

 

Given the role our solutions play in ensuring the safe and efficient operation of infrastructure, we have historically provided a majority of our services to our customers on a regular, recurring basis. We serve a global customer base of companies with asset-intensive infrastructure, including companies in the oil and gas (downstream, midstream, upstream and petrochemical), power generation (natural gas, fossil, nuclear, alternative, renewable, and transmission and distribution), alternative and renewable energy, public infrastructure, chemicals, aerospace and defense, transportation, primary metals and metalworking, pharmaceutical/biotechnology, food processing industries and research and engineering institutions. As of August 31, 2013, we had approximately 4,400 employees, including approximately 30 Ph.D.’s and 100 other degreed engineers and certified Level III technicians, in approximately 100 offices across 16 countries. We have established long-term relationships as a critical solutions provider to many of the leading companies in our target markets.

 

For the last several years, we have focused on introducing 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. During this period, the demand for outsourced asset protection solutions, in general, has increased, creating demand from which our entire industry has benefited. We believe continued growth can be realized in all of our target markets. Concurrent with this growth, we have worked to build our infrastructure to profitably absorb additional growth and have made a number of acquisitions in an effort to leverage our fixed costs, grow our base of experienced, certified personnel, expand our product and technical capabilities and increase our geographical reach.

 

We have increased our capabilities and the size of our customer base through the development of applied technologies and managed support services, organic growth and the integration of acquired companies. These acquisitions have provided us with additional products, technologies, resources, customers and geographic reach that we believe will enhance our advantages over our competition.

 

The global economy has shown some signs of improvement, but continues to be fragile. Global financial markets continue to experience uncertainty, including tight liquidity and credit availability, relatively low consumer confidence, slow economic growth, high unemployment rates, volatile currency exchange rates and continued uncertainty about economic stability. However, we believe these conditions have allowed us to capitalize on an opportunity to selectively hire new talented individuals that otherwise might not have been available to us, to acquire and develop new technologies in order to aggressively expand our proprietary portfolio of customized solutions, and to make acquisitions of complementary businesses at reasonable valuations.

 

Consolidated Results of Operations

 

Three months ended August 31, 2013 compared to the three months ended August 31, 2012

 

Our consolidated results of operations for the three months ended August 31, 2013 and 2012 were as follows:

 

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		Three months ended August 31,
		2013			2012
		($ in thousands)
Revenues		$	135,838		$	113,387
Cost of revenues		92,253			75,526
Depreciation		4,308			4,144
Gross profit		39,277			33,717
Gross profit as a % of Revenue		29		%	30		%
Selling, general and administrative expenses		28,699			23,492
SG&A as a % of Revenue		21		%	21		%
Research and engineering		643			517
Depreciation and amortization		2,457			1,895
Acquisition-related expense, net		(2,097		)	107
Income from operations		9,575			7,706
Income from operations as a % of Revenue		7		%	7		%
Interest expense		745			760
Income before provision for income taxes		8,830			6,946
Provision for income taxes		3,195			2,655
Net income		5,635			4,291
Net loss (income) attributable to noncontrolling interests, net of taxes		6			(10		)
Net income attributable to Mistras Group, Inc.		$	5,641		$	4,281

 

Our EBITDA and Adjusted EBITDA, non-GAAP measures explained below, for the three months ended August 31, 2013 and 2012 were as follows:

 

		Three months ended August 31,
		2013			2012
		($ in thousands)
EBITDA and Adjusted EBITDA data
Net income attributable to Mistras Group, Inc.		$	5,641		$	4,281
Interest expense		745			760
Provision for income taxes		3,195			2,655
Depreciation and amortization		6,765			6,039
EBITDA		$	16,346		$	13,735
Share-based compensation expense		1,707			1,634
Acquisition-related expense, net		(2,097		)	107
Adjusted EBITDA		$	15,956		$	15,476

 

Note About Non-GAAP Measures

 

EBITDA and Adjusted EBITDA are performance measures used by management that are not calculated in accordance with U.S. generally accepted accounting principles (GAAP). EBITDA is defined in this Quarterly Report on Form 10-Q as net income attributable to Mistras Group, Inc. plus: interest expense, provision for income taxes and depreciation and amortization. Adjusted EBITDA is defined in this Quarterly Report on Form 10-Q as net income attributable to Mistras Group, Inc. plus: interest expense, provision for income taxes, depreciation and amortization, share-based compensation expense, and, if applicable, certain acquisition related expense (including adjustments to the fair value of contingent consideration) and certain non-recurring items (which items are listed below or in the reconciliation table above).

 

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