Mistras Group, Inc. - Quarter Report: 2014 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, 2014

 

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, 2014, the registrant had 28,617,158 shares of common stock outstanding.

 

 

Table of Contents

 

TABLE OF CONTENTS

 

			PAGE
PART I—FINANCIAL INFORMATION
	ITEM 1.	Financial Statements	1
		Condensed Consolidated Balance Sheets as of August 31, 2014 (unaudited) and May 31, 2014	1
		Unaudited Condensed Consolidated Statements of Income for the three months ended August 31, 2014 and 2013	2
		Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended August 31, 2014 and 2013	3
		Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended August 31, 2014 and 2013	4
		Notes to Unaudited Condensed Consolidated Financial Statements	5
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	24
	ITEM 4.	Controls and Procedures	24
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

 

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

 

		(unaudited)
		August 31, 2014			May 31, 2014
ASSETS
Current Assets
Cash and cash equivalents		$	12,496		$	10,020
Accounts receivable, net		142,643			137,824
Inventories		11,537			11,376
Deferred income taxes		3,844			3,283
Prepaid expenses and other current assets		13,126			12,626
Total current assets		183,646			175,129
Property, plant and equipment, net		85,322			77,811
Intangible assets, net		68,606			57,875
Goodwill		170,887			130,516
Deferred income taxes		1,324			1,344
Other assets		1,469			1,297
Total assets		$	511,254		$	443,972
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable		$	14,852		$	14,978
Accrued expenses and other current liabilities		56,059			54,650
Current portion of long-term debt		22,536			8,058
Current portion of capital lease obligations		7,120			7,251
Income taxes payable		1,588			1,854
Total current liabilities		102,155			86,791
Long-term debt, net of current portion		113,571			68,590
Obligations under capital leases, net of current portion		13,550			13,664
Deferred income taxes		22,306			15,521
Other long-term liabilities		16,148			17,014
Total liabilities		267,730			201,580
Commitments and contingencies
Equity
Preferred stock, 10,000,000 shares authorized		—			—
Common stock, $0.01 par value, 200,000,000 shares authorized		286			284
Additional paid-in capital		203,195			201,831
Retained earnings		43,166			41,500
Accumulated other comprehensive loss		(3,416		)	(1,511		)
Total Mistras Group, Inc. stockholders’ equity		243,231			242,104
Noncontrolling interests		293			288
Total equity		243,524			242,392
Total liabilities and equity		$	511,254		$	443,972

 

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,
		2014			2013
Revenues:
Services		$	159,309		$	128,342
Products and systems		7,264			7,496
Total revenues		166,573			135,838
Cost of revenues:
Cost of services		116,254			88,624
Cost of products and systems sold		3,468			3,629
Depreciation related to services		4,582			4,050
Depreciation related to products and systems		275			258
Total cost of revenues		124,579			96,561
Gross profit		41,994			39,277
Selling, general and administrative expenses		35,220			28,699
Research and engineering		649			643
Depreciation and amortization		3,422			2,457
Acquisition-related (benefit), net		(961		)	(2,097		)
Income from operations		3,664			9,575
Interest expense		905			745
Income before provision for income taxes		2,759			8,830
Provision for income taxes		1,088			3,195
Net income		1,671			5,635
Less: net (income) loss attributable to noncontrolling interests, net of taxes		(5		)	6
Net income attributable to Mistras Group, Inc.		$	1,666		$	5,641
Earnings per common share
Basic		$	0.06		$	0.20
Diluted		$	0.06		$	0.19
Weighted average common shares outstanding:
Basic		28,477			28,241
Diluted		29,552			29,109

 

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,
		2014			2013
Net income		$	1,671		$	5,635
Other comprehensive (loss)/income:
Foreign currency translation adjustments		(1,905		)	(265		)
Comprehensive income		(234		)	5,370
less: comprehensive (income) loss attributable to noncontrolling interest		(5		)	6
Comprehensive income attributable to Mistras Group, Inc.		$	(239	)	$	5,376

 

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,
		2014			2013
Cash flows from operating activities
Net income		$	1,671		$	5,635
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		8,279			6,765
Deferred income taxes		6,456			866
Share-based compensation expense		2,167			1,707
Fair value adjustment to contingent consideration liabilities		(1,396		)	(2,165		)
Other		430			(177		)
Changes in operating assets and liabilities, net of effect of acquisitions of businesses:
Accounts receivable		905			1,794
Inventories		1,431			(493		)
Prepaid expenses and other current assets		56			(818		)
Other assets		(51		)	(126		)
Accounts payable		(1,749		)	126
Accrued expenses and other current liabilities		(2,637		)	(1,569		)
Income taxes payable		(1,047		)	(7		)
Net cash provided by operating activities		14,515			11,538
Cash flows from investing activities
Purchase of property, plant and equipment		(3,804		)	(2,514		)
Purchase of intangible assets		(358		)	(142		)
Acquisition of businesses, net of cash acquired		(36,801		)	—
Proceeds from sale of equipment		318			140
Net cash used in investing activities		(40,645		)	(2,516		)
Cash flows from financing activities
Repayment of capital lease obligations		(2,104		)	(1,893		)
Repayment of long-term debt		(1,875		)	(911		)
Net borrowings against revolver		35,558			(6,569		)
Payment of contingent consideration for business acquisitions		—			(125		)
Taxes paid related to net share settlement of share-based awards		(1,427		)	(998		)
Excess tax benefit from share-based compensation		337			124
Proceeds from the exercise of stock options		—			303
Net cash provided by (used in) financing activities		30,489			(10,069		)
Effect of exchange rate changes on cash and cash equivalents		(1,883		)	178
Net change in cash and cash equivalents		2,476			(869		)
Cash and cash equivalents
Beginning of period		10,020			7,802
End of period		$	12,496		$	6,933
Supplemental disclosure of cash paid
Interest		$	885		$	732
Income taxes		$	2,135		$	1,346
Noncash investing and financing
Equipment acquired through capital lease obligations		$	1,951		$	2,475
Issuance of notes payable		$	20,000		$	—

 

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 & 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) and non-destructive testing (NDT) 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, 2015 and 2014. 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 2014, as filed with the Securities and Exchange Commission on August 8, 2014.

 

Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Mistras Group, Inc. and its wholly and majority-owned subsidiaries. For subsidiaries in which 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 net income, 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 subsidiaries 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 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.

 

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.

 

Significant Accounting Policies

 

The Company’s significant accounting policies are disclosed in Note 2 — Summary of Significant Accounting Policies in our Annual Report. On an ongoing basis, we evaluate its 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 the 2014 Annual Report, there have been no material changes to our significant accounting policies.

 

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

 

Recent Accounting Pronouncements

 

On May 28, 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

 

2.                                      Share-Based Compensation

 

The Company has share-based incentive awards outstanding to its eligible employees and Directors under two employee stock ownership plans: (i) the 2007 Stock Option Plan (the 2007 Plan), and (ii) the 2009 Long-Term Incentive Plan (the 2009 Plan). No further awards may be granted under the 2007 Plan, although awards granted under the 2007 Plan remain outstanding in accordance with their terms. Awards granted under the 2009 Plan may be in the form of stock options, restricted stock units and other forms of share-based incentives, including performance restricted stock units, stock appreciation rights and deferred stock rights.

 

Stock Options

 

For the first quarter of fiscal 2015 and 2014, the Company recognized share-based compensation expense related to stock option awards of less than $0.1 million and $0.7 million, respectively. As of August 31, 2014, there was less than $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 1.5 years. Cash proceeds from, and the aggregate intrinsic value of, stock options exercised during the three months ended August 31, 2014 and 2013 were as follows:

 

		Three months ended August 31,
		2014			2013
Cash proceeds from options exercised		$	—		$	303
Aggregate intrinsic value of options exercised		$	—		$	326

 

No stock options were granted during the three months ended August 31, 2014 and 2013.

 

Restricted Stock Unit Awards

 

The Company recognized approximately $1.1 million and $0.8 million during the first quarter of fiscal 2015 and 2014, respectively, in share-based compensation expense related to restricted stock unit awards. As of August 31, 2014, 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 2.8 years.

 

During the first quarter of fiscal 2015 and 2014, the Company granted approximately 10,000 shares of fully-vested common stock to its five non-employee directors, in connection with its non-employee director compensation plan. These shares had grant date fair values of approximately $0.2 million for each period respectively, which was recorded as share-based compensation expense during the quarter ended August 31, 2014 and 2013.

 

During the first quarter of fiscal 2015 and 2014 respectively, approximately 217,000 and 175,000 restricted stock units vested. The fair value of these units was $4.7 million and $3.2 million, respectively. Upon vesting, restricted stock units are generally net share-settled to cover the required minimum withholding tax and the remaining amount is converted into an equivalent number of shares of common stock.

 

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

 

Performance Restricted Stock Units

 

In the second quarter of fiscal 2014, the company granted performance restricted stock units to its executive and certain other senior officers. These units have requisite service (vesting) periods of three years and have no dividend rights. Compensation expense related to performance restricted stock units was $0.8 million for the first quarter of fiscal 2015. At August 31, 2014, there was $6.6 million of total unrecognized compensation costs related to approximately 423,000 non-vested performance restricted stock units. These costs are expected to be recognized over a weighted-average period of approximately 2.0 years. The actual payout of these units will vary based on the Company’s performance over one, two and three-year periods (based on pre-established targets) and a market condition modifier based on total shareholder return (TSR) compared to an industry peer group. Compensation cost is initially measured assuming that the target performance condition will be achieved. However, compensation cost related to the performance condition is adjusted for subsequent changes in the expected outcome of the performance condition. Compensation cost related to the TSR condition is fixed at the measurement date, and not subsequently adjusted. The one-year performance condition of the fiscal 2014 awards was not achieved.

 

3.                                      Earnings per Share

 

Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income 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,
		2014			2013
Basic earnings per share
Numerator:
Net income attributable to Mistras Group, Inc.		$	1,666		$	5,641
Denominator:
Weighted average common shares outstanding		28,477			28,241
Basic earnings per share		$	0.06		$	0.20
Diluted earnings per share:
Numerator:
Net income attributable to Mistras Group, Inc.		$	1,666		$	5,641
Denominator:
Weighted average common shares outstanding		28,477			28,241
Dilutive effect of stock options outstanding		834			723
Dilutive effect of restricted stock units outstanding		241			145
		29,552			29,109
Diluted earnings per share		$	0.06		$	0.19

 

4.                                      Acquisitions

 

In the first quarter of fiscal 2015, the Company completed three acquisitions. The Company purchased The NACHER Corporation, located in Louisiana, a provider of maintenance and inspection services primarily on offshore platforms. This acquisition expands the service offerings within the Services segment, allowing the Company to provide services to the upstream operations of its customers. The Company also purchased an asset protection businesses located in Quebec, Canada

 

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

 

to continue its market expansion strategy. The Company’s International Segment completed an acquisition of an asset inspection business located in the United Kingdom.

 

In these acquisitions, the Company acquired 100% of the common stock or certain assets of each acquiree in exchange for aggregate consideration of approximately $34.0 million in cash and $22.7 million in notes payable issued as part of the acquisition and other liabilities assumed. The Company accounted for these transactions in accordance with the acquisition method of accounting for business combinations. In addition, the acquisition in Quebec provides for contingent consideration of up to $2.7 million to be earned based upon the acquired company achieving specific performance metrics over the next three years of operation. The Company is in the process of completing the preliminary purchase price allocations.

 

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

 

The Company is continuing our review of our fair value estimate of assets acquired and liabilities assumed for two entities acquired in fiscal 2014. This process will conclude as soon as the Company finalizes information regarding facts and circumstances that existed as of the acquisition date. Goodwill and intangibles for these two entities totaled $0.8 million and $2.2 million, respectively. This measurement period will not exceed one year from the acquisition date.

 

The assets and liabilities of the business acquired in fiscal 2015 were included in the Company’s consolidated balance sheet based upon their estimated fair values on the date of acquisition as determined in a preliminary purchase price allocation, using available information and making assumptions management believes are reasonable. The Company is still in the process of completing its valuation of the assets, both tangible and intangible, and liabilities acquired. The results of operations for these acquisitions are included in each respective operating segment’s results of operations from the date of acquisition. The Company’s preliminary purchase price allocation for acquisitions in fiscal 2015 and 2014 are included in the table below, which summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:

 

		Fiscal
		2015			2014
Number of Entities		3			2
Consideration transferred:
Cash paid		$	33,970		$	3,140
Notes payable to seller and other liabilities assumed		22,649			—
Contingent consideration		1,373			297
Consideration transferred		57,992			3,437
Current assets		9,745			366
Property, plant and equipment		7,835			212
Current deferred tax asset		481			––
Intangibles		14,150			2,159
Goodwill		41,683			815
Current liabilities		(10,134		)	(3		)
Long-term deferred tax liability		(5,768		)	(112		)
Net assets acquired		$	57,992		$	3,437

 

The amortization period of intangible assets acquired in fiscal 2015 ranges from 3 to 10 years. The Company recorded approximately $41.7 million of goodwill in connection with these acquisitions, reflecting the strategic fit and revenue and earnings growth potential of these business.

 

Revenues and operating income from these acquisitions for the period subsequent to the closing of these transactions were approximately $7.5 million and $0.7 million, respectively, for the three month period ended August 31, 2014. As these acquisitions are not significant to the Company’s fiscal 2015 results, no unaudited pro forma financial information has been included in this report.

 

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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 the three month period ended August 31, 2014, the Company incurred acquisition-related costs of less than $0.1 million, in connection with due diligence, professional fees, and other expenses related to its acquisition activity. Additionally, the Company adjusted the fair value of certain previously recorded acquisition-related contingent consideration liabilities. For the three month period ended August 31, 2014, these adjustments resulted in a net decrease of acquisition-related contingent consideration liabilities and a corresponding increase in income from operations of approximately $1.0 million. The Company’s aggregate acquisition-related contingent consideration liabilities were approximately $14.3 million and $14.1 million as of August 31, 2014 and May 31, 2014, respectively.

 

During the three month period 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 its acquisition activity. Additionally, the Company adjusted the fair value of certain acquisition-related contingent consideration liabilities. For the three month period ended August 31, 2013, these adjustments resulted in a net decrease of acquisition-related contingent consideration liabilities and a corresponding increase in income from operations of approximately $2.2 million.

 

The fair value adjustments to acquisition-related contingent consideration liabilities and the acquisition-related transaction costs have been classified as acquisition-related expense, net in the condensed consolidated statements of income for the three month periods ended August 31, 2014 and 2013.

 

5.                                      Accounts Receivable, net

 

Accounts receivable consisted of the following:

 

		August 31, 2014			May 31, 2014
Trade accounts receivable		$	145,254		$	140,120
Allowance for doubtful accounts		(2,611		)	(2,296		)
Total		$	142,643		$	137,824

 

6.                                      Inventories

 

Inventories consisted of the following:

 

		August 31, 2014			May 31, 2014
Raw materials		$	3,805		$	3,663
Work in process		1,750			2,069
Finished goods		3,732			3,462
Services-related consumable supplies		2,250			2,182
Total		$	11,537		$	11,376

 

7.                                      Property, Plant and Equipment, net

 

Property, plant and equipment consisted of the following:

 

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

 

		Useful Life
		(Years)		August 31, 2014			May 31, 2014
Land				$	1,931		$	1,938
Buildings and improvements		30-40		22,736			22,983
Office furniture and equipment		5-8		7,645			7,169
Machinery and equipment		5-7		156,639			144,798
				188,951			176,888
Accumulated depreciation and amortization				(103,629		)	(99,077		)
Property, plant and equipment, net				$	85,322		$	77,811

 

Depreciation expense for the three months ended August 31, 2014 and 2013 was approximately $5.4 million and $4.6 million, respectively.

 

8.                                      Intangible Assets

 

The gross amount, accumulated amortization and net carrying amount of intangible assets are as follows:

 

				August 31, 2014									May 31, 2014
		Useful Life (Years)		Gross Amount			Accumulated Amortization			Net Carrying Amount			Gross Amount			Accumulated Amortization			Net Carrying Amount
Customer relationships		5-12		$	88,859		$	(36,635	)	$	52,224		$	82,395		$	(34,636	)	$	47,759
Software/Technology		3-15		15,371			(9,400		)	5,971			15,328			(9,172		)	6,156
Covenants not to compete		2-5		11,516			(8,082		)	3,434			9,471			(7,882		)	1,589
Other		2-5		10,760			(3,783		)	6,977			5,869			(3,498		)	2,371
				$	126,506		$	(57,900	)	$	68,606		$	113,063		$	(55,188	)	$	57,875

 

Amortization expense for the three months ended August 31, 2014 and 2013 was approximately $2.9 million and $2.2 million, respectively.

 

9.                                      Accrued Expenses and Other Current Liabilities

 

Accrued expenses and other current liabilities consist of the following:

 

		August 31, 2014			May 31, 2014
Accrued salaries, wages and related employee benefits		$	26,128		$	26,236
Contingent consideration, current portion		5,564			4,778
Accrued workers’ compensation and health benefits		4,725			3,661
Deferred revenue		2,750			2,659
Other accrued expenses		16,892			17,316
Total		$	56,059		$	54,650

 

10.                               Long-Term Debt

 

Long-term debt consists of the following:

 

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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, 2014			May 31, 2014
Senior credit facility		$	96,706		$	61,148
Notes payable		34,160			10,512
Other		5,241			4,988
Total debt		136,107			76,648
Less: Current portion		(22,536		)	(8,058		)
Long-term debt, net of current portion		$	113,571		$	68,590

 

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, 2014, the Company had borrowings of $96.7 million and a total of $4.9 million of letters of credit outstanding under the Credit Agreement.

 

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, 2014, the Company was in compliance with the terms of the credit agreement, and will continuously monitor its compliance with the covenants contained in its credit agreement.

 

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

 

Notes Payable and Other

 

In connection with acquisitions through fiscal 2015, the Company issued subordinated notes payable to the sellers. The maturity of these notes range from two 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. Unamortized discount on the notes was de minimis as of August 31, 2014 and May 31, 2014, respectively. Amortization is recorded as interest expense in the 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 approximates 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.

 

11.                               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:

 

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, 2014
		Level 1			Level 2			Level 3			Total
Liabilities:
Contingent consideration		$	—		$	—		$	14,325		$	14,325
Total Liabilities		$	—		$	—		$	14,325		$	14,325

 

		May 31, 2014
		Level 1			Level 2			Level 3			Total
Liabilities:
Contingent consideration		$	—		$	—		$	14,145		$	14,145
Total Liabilities		$	—		$	—		$	14,145		$	14,145

 

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 acquisitions, appropriately discounted

 

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

 

considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the applicable acquisition agreements.

 

12.                               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 does not believe that any currently pending legal proceeding to which the Company is a party will have a material adverse effect on its business, results of operations, cash flows or financial condition. The costs of defense and amounts that may be recovered 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 its 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.

 

During fiscal 2012 and 2013, the Company performed radiography work on the construction of pipeline projects in Georgia. The Company has received notice that the owner of the pipeline projects contends that certain of the x-ray images the Company’s technicians prepared did not meet the code quality interpretation standards required by API (American Petroleum Institute) 1104. The projects owner is claiming damages as a result of the alleged quality defects of the Company’s x-ray images. No lawsuit has been filed at this time.  The Company is currently 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.

 

The Company has also received a notice from an insurance company of a chemical plant alleging that the Company is liable due to faulty inspections for all or part of $46 million of damages paid by the insurance company as a result of an explosion at the facility. The Company believes it was not involved in inspecting the portion of the plant where the explosion occurred and therefore has no liability for the claim.  Accordingly, the Company has not established a reserve for this matter.

 

Acquisition-related contingencies

 

The Company is liable for contingent consideration in connection with certain of its acquisitions. As of August 31, 2014, total potential acquisition-related contingent consideration ranged from zero to approximately $28.5 million and would be payable upon the achievement of specific performance metrics by certain of the acquired companies over the next three years of operations. See Note 4 - Acquisitions to these consolidated financial statements for further discussion of the Company’s acquisitions.

 

13.                               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 and engineering 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.

 

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

 

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

 

		Three months ended August 31,
		2014			2013
Revenues
Services		$	121,932		$	95,810
International		40,038			37,759
Products and Systems		6,567			6,585
Corporate and eliminations		(1,964		)	(4,316		)
		$	166,573		$	135,838

 

		Three months ended August 31,
		2014			2013
Gross profit
Services		$	29,771		$	26,747
International		9,468			10,120
Products and Systems		2,664			2,384
Corporate and eliminations		91			26
		$	41,994		$	39,277

 

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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,
		2014			2013
Income (loss) from operations
Services		$	8,880		$	10,846
International		(699		)	1,815
Products and Systems		(433		)	591
Corporate and eliminations		(4,084		)	(3,677		)
		$	3,664		$	9,575

 

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

 

		Three months ended August 31,
		2014			2013
Depreciation and amortization
Services		$	5,385		$	4,235
International		2,161			1,922
Products and Systems		596			583
Corporate and eliminations		137			25
		$	8,279		$	6,765

 

		August 31, 2014			May 31, 2014
Goodwill
Services		$	113,808		$	73,767
International		43,882			43,552
Products and Systems		13,197			13,197
		$	170,887		$	130,516

 

		August 31, 2014			May 31, 2014
Total assets
Services		$	324,564		$	249,378
International		149,158			155,571
Products and Systems		36,011			38,041
Corporate and eliminations		1,521			982
		$	511,254		$	443,972

 

Revenues by geographic area for the three months ended August 31, 2014 and 2013, respectively, were 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,
		2014			2013
Revenues
United States		$	111,940		$	83,157
Other Americas		14,298			13,420
Europe		36,645			35,406
Asia-Pacific		3,690			3,855
		$	166,573		$	135,838

 

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