UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 7, 2010
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Mistras Group, Inc. |
(Exact name of registrant as specified in its charter) |
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Delaware |
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001- 34481 |
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22-3341267 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
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195 Clarksville Road |
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08550 |
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Princeton Junction, New Jersey |
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(Zip Code) |
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(Address of principal executive offices) |
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Registrants telephone number, including area code: (609) 716-4000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition
On January 7, 2010, Mistras Group, Inc. (the Company, we or us) issued a press release announcing the financial results for the quarter ended November 30, 2009, the second quarter of its fiscal year 2010. A copy of the press release is attached as Exhibit 99.1 to this report.
Disclosure of Non-GAAP Financial Measures
In the press release attached, the Company uses the term adjusted EBITDA, which is not a measurement of financial performance under U.S. generally accepted accounting principles (GAAP). Adjusted EBITDA is defined as net income plus: interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, the amount of a write-off for the remaining accounts receivable the company expected to collect from a customer that recently declared bankruptcy, loss on extinguishment of debt, and amounts for settlement of a class action law suit, minus a reduction in the amount the Company was required to pay in final settlement of the class action law suit. Our management uses adjusted EBITDA as a measure of operating performance to assist in comparing performance from period to period on a consistent basis, for planning and forecasting overall expectations, and for evaluating actual results against such expectations, and as a performance evaluation metric off which to base executive and employee incentive compensation programs.
We believe investors and other users of our financial statements benefit from the presentation of adjusted EBITDA in evaluating our operating performance because it provides an additional tool to compare our operating performance on a consistent basis and measure underlying trends and results in our business. Adjusted EBITDA removes the impact of certain items that management believes do not directly reflect our core operations. For instance, adjusted EBITDA generally excludes interest expense, taxes and depreciation, amortization and non-cash stock compensation, each of which can vary substantially from company to company depending upon accounting methods and the book value and age of assets, capital structure, capital investment cycles and the method by which assets were acquired. It also eliminates stock-based compensation, which is generally a non-cash expense and is excluded by management when evaluating the underlying performance of our business operations.
While adjusted EBITDA is a term and financial measurement common used by investors and securities analysts, it has limitations. As a non-GAAP measurement, adjusted EBITDA has no standard meaning and, therefore, may not be comparable with similar measurements for other companies. Adjusted EBITDA is generally limited as an analytical tool because it excludes charges and expenses we do incur as part of our operations. For example, adjusted EBITDA excludes taxes, but we generally incur significant U.S. federal, state and foreign income taxes each year and the provision for income taxes is a necessary cost. Adjusted EBITDA should not considered in isolation or as a substitute for analyzing our results as reported under U.S. generally accepted accounting principles.
Item 9.01. Financial Statement and Exhibits
(d) Exhibits
99.1 Press release issued by Mistras Group, Inc. dated January 7, 2010.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MISTRAS GROUP, INC. |
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Date: January 7, 2010 |
By: |
/s/ Michael C. Keefe |
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Name: Michael C. Keefe |
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Title: Executive Vice President, General Counsel |
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Exhibit No. |
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Description |
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99.1 |
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Press release issued by Mistras Group, Inc. dated January 7, 2010. |
Exhibit 99.1
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Mistras Group, Inc. |
January 7, 2010 |
2Q 2010 Earnings Release |
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FOR IMMEDIATE RELEASE |
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Mistras Delivers Increased Profitability and 21% Second Quarter Revenue Growth
Net Income of $3.6 million and Adjusted EBITDA of $12.3 million
PRINCETON JUNCTION, NJ – Mistras Group, Inc. (NYSE: MG) today reported financial results for the second quarter of fiscal 2010, which ended November 30, 2009. Revenues were a record high $71.9 million, a 21% increase as compared to the second quarter of fiscal 2009. Adjusted EBITDA for the quarter was $12.3 million as compared to $11.9 million for the second quarter of fiscal 2009 and $7.0 million for the first quarter of fiscal 2010. Net income attributable to Mistras Group, Inc. was $3.6 million as compared to $3.2 million during the second quarter of fiscal 2009 and $0.8 million for the first quarter of fiscal 2010. Fully diluted earnings per share for the quarter was $0.14 versus a negative ($0.97) reported in the second quarter of fiscal 2009.
Key highlights for the quarter included:
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Grew Services segment revenues by approximately 30% as compared to the same quarter in fiscal 2009. |
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Expanded adjusted EBITDA margin to 17.1% of revenues as compared to 12.4% in the first quarter, while more than doubling the consolidated operating income margin to 10.7% compared to 5.0% in the first quarter. |
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Achieved gross profit improvement of 422 basis points in the Products and Systems segment as compared to the same quarter in fiscal 2009 |
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Won a new contract to develop an ultrasonic imaging system to test advanced composite materials for the new Joint Strike Fighter |
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Acquired a small division of an engineering company that provides additional skilled service technicians to assist in addressing the growing nuclear industry |
Chairman and Chief Executive Officer, Dr. Sotirios J. Vahaviolos commented that “We continue to have solid growth attributable to customer acceptance of our unique and comprehensive asset protection solutions. Our record revenues and strong Services segment growth in the quarter was driven by several new multi-year contracts obtained this fiscal year, continued growth in our mechanical integrity services, and acquisitions.”
“This growth was partially offset by revenue decreases in our International segment, which represented only 10.4% of our total revenues, as the economy and foreign exchange rates had a greater impact in the quarter. Our Product and Systems segment had revenues higher than the first fiscal quarter and on par with the same quarter last year. Overall, we see all our markets stabilizing and expect continued growth in our business. We are encouraged by the improved profitability compared to our first quarter, and believe we will continue this trend through the second half of our fiscal year.”
Second Quarter Performance
Mistras Group, Inc.’s revenues were $71.9 million for the second quarter of fiscal 2010, up $12.6 million, or 21%, compared to the second quarter of fiscal 2009. Overall organic growth was approximately 9% and acquisitions contributed approximately 13%. Foreign currency impacts reduced the total growth by approximately 1%. For the second quarter of fiscal 2010, income from operations was $7.7 million and net income attributable to Mistras Group, Inc. was $3.6 million.
Segment results
On an operating segment basis, the Company’s Services segment increased its second quarter revenues $13.9 million, or 30%, as compared to the same quarter last year as a result of new asset protection solution revenues and multi-year contracts obtained this fiscal year, as well as growth from existing customers and acquisitions. The organic and acquisition growth rates were approximately 13% and 17%, respectively from the second quarter of fiscal 2009. Gross profit was $17.4 million, or 28.6% of revenues, as compared to $14.9 million, or 31.6% of revenues, in the same quarter last fiscal year and 27.4% of revenues in the first quarter of 2010.
Revenues in the Products and Systems segment were $4.7 million as compared to $4.8 million for the second quarter of fiscal 2009. Gross profit was $2.8 million, or 59.4% of revenue as compared to $2.6 million, or 55.2% of revenue in the same quarter last fiscal year.
Revenues in the Company’s International segment were $7.5 million compared to $8.9 million for the second quarter of fiscal 2009. On a local currency basis, the International segment revenues declined approximately 11%. This segment also incurred net adverse foreign currency impacts of another 5%. Gross profit was $2.9 million, or 39.4% of revenues compared to $4.1 million, or 45.8% of revenues in the same quarter last fiscal year.
Initial Public Offering and Related Transactions
Public trading of the Mistras common stock began on October 8, 2009, on the New York Stock Exchange under the ticker symbol MG. Mistras completed its initial public stock offering of 10,000,000 total shares of common stock at a public offering price of $12.50 per share. The Company sold 6,700,000 shares and the selling stockholders sold the remainder.
As a result of the offering, the Company received net proceeds of approximately $74.2 million, after deducting underwriting discounts, commissions and offering expenses. During the quarter, the Company used $66.6 million of the net proceeds to prepay, in full, amounts outstanding under its credit facilities. The Company anticipates using the remaining net proceeds for working capital and other general corporate purposes, which may include the acquisition of businesses and expansion internationally.
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At the end of the second quarter of fiscal 2010, the Company had cash and cash equivalents of $14.6 million and $55.0 million available under its revolving credit facility.
Earnings Conference Call
In connection with this earnings release, Mistras will hold its quarterly conference call on Friday, January 8 at 9:00 a.m. (Eastern). The call will be broadcast over the Web and can be accessed on Mistras’ Website, www.mistrasgroup.com. Individuals in the U.S. wishing to participate in the conference call by phone may call 800-901-5248 and use confirmation code 40211533 when prompted. (The International number is 617-786-4512.)
About Mistras Group, Inc.
Mistras is a leading global provider of technology-enabled asset protection solutions used to evaluate the structural integrity of critical energy, industrial and public infrastructure. Mistras 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. Given the role Mistras’ services play in ensuring the safe and efficient operation of infrastructure, Mistras has historically provided a majority of its services to its customers on a regular, recurring basis. Mistras serves a global customer base of companies with asset-intensive infrastructure, including companies in the oil and gas, fossil and nuclear power, public infrastructure, chemicals, aerospace and defense, transportation, primary metals and metalworking, pharmaceuticals and food processing industries.
For more information, please visit the company’s website at www.mistrasgroup.com or contact Paul “Pete” Peterik, Chief Financial Officer at 609-716-4103.
Forward-Looking and Cautionary Statement
Certain statements made in this press release are “forward-looking statements” about Mistras’ financial results and estimates, products and services, business model, strategy and growth opportunities, profitability and competitive position. These forward-looking statements are generally use words such as “future,” “possible,” “potential,” “targeted,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict,” “project,” “will,” “may,” “should,” “could,” “would” and other similar words and phrases. You are cautioned that such statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will have been achieved. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in these statements. Important factors that could cause such differences include, but are not limited to, those discussed in the “Risk Factors” section of the prospectus dated October 7, 2009 in connection with Mistras’ initial public offering filed with the Securities and Exchange Commission on October 9, 2009, such as (i) the current economic downturn; (ii) loss of or reduction in business with a significant customer; (iii) adverse change in the industries Mistras serves, which include oil and gas, power transmission and generation, chemical, aerospace and infrastructure; (iv) Mistras’ ability to manage its salary and compensation costs, particularly as to billable time; (v) Mistras’ ability to generate cash from operations, secure external funding for its operations and manage its liquidity needs; (vi) market acceptance of Mistras’ products and services; (vii) significant changes in the competitive environment; (viii) catastrophic events that cause disruptions to the business of Mistras or its customers; (ix) the ability to attract and train engineers, scientists, and skilled technicians; and (x) any accidents or incidents involving the Company’s asset protection solutions. You should consider these factors in evaluating the forward-looking statements included in this press release and not place undue reliance on such statements. The forward-looking statements are made as of the date hereof, and Mistras undertakes no obligation to update such statements as a result of new information, future events or otherwise.
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Mistras Group Inc. and Subsidiaries
Unaudited Statement of Operations
(In thousands except for share and per share information)
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Three Months Ended |
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Six Months Ended |
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2009 |
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2008 |
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2009 |
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2008 |
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Revenues: |
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$ |
71,899 |
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$ |
59,275 |
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$ |
127,988 |
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$ |
106,272 |
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Cost of Revenues: |
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Cost of services and goods sold |
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46,248 |
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35,676 |
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82,716 |
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64,202 |
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Depreciation |
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2,635 |
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2,061 |
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5,106 |
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3,920 |
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Total cost of revenues |
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48,883 |
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37,737 |
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87,822 |
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68,122 |
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Gross profit |
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23,016 |
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21,538 |
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40,166 |
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38,150 |
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Selling, general and administrative expenses |
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13,686 |
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11,153 |
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26,819 |
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22,048 |
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Research and engineering |
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449 |
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481 |
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932 |
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945 |
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Depreciation and amortization |
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1,214 |
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|
798 |
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|
2,259 |
|
|
2,226 |
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Legal settlement |
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— |
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1,915 |
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(297 |
) |
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2,051 |
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Income from operations |
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7,667 |
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7,191 |
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10,453 |
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|
10,880 |
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Other expenses |
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Interest expense |
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1,017 |
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1,578 |
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|
2,081 |
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|
2,589 |
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Loss on extinguishment of long-term debt |
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218 |
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— |
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387 |
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— |
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Income before provision for income taxes and noncontrolling interest |
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6,432 |
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5,613 |
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7,985 |
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8,291 |
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Provision for income taxes |
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2,875 |
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2,290 |
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3,569 |
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3,350 |
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Net income |
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3,557 |
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3,323 |
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4,416 |
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4,941 |
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Net (income) loss attributable to noncontrolling interests |
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5 |
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(88 |
) |
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(39 |
) |
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(189 |
) |
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Net income attributable to Mistras Group, Inc. |
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3,562 |
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3,235 |
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4,377 |
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4,752 |
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Accretion of preferred stock |
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6,499 |
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(13,691 |
) |
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6,499 |
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(14,115 |
) |
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Net income attributable to common stockholders |
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$ |
10,061 |
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$ |
(10,456 |
) |
$ |
10,876 |
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$ |
(9,363 |
) |
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Earnings per common share: |
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Basic |
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$ |
0.48 |
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$ |
(0.80 |
) |
$ |
0.64 |
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$ |
(0.72 |
) |
Diluted |
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$ |
0.14 |
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$ |
(0.97 |
) |
$ |
0.19 |
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$ |
(0.91 |
) |
Weighted average common shares outstanding: |
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Basic |
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20,986,528 |
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13,000,000 |
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|
16,971,443 |
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13,000,000 |
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Diluted |
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24,993,493 |
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|
16,883,113 |
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|
22,980,305 |
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|
16,883,113 |
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4 | Page |
Mistras Group Inc. and Subsidiaries
Unaudited Operating Data by Segment
(In thousands)
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Three Months Ended |
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Six Months Ended |
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2009 |
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2008 |
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2009 |
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2008 |
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||||
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Revenues: |
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|
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Services |
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$ |
60,938 |
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$ |
47,048 |
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$ |
106,640 |
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$ |
82,836 |
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Products and Systems |
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|
4,744 |
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|
4,762 |
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|
8,369 |
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|
8,797 |
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International |
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|
7,479 |
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|
8,896 |
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|
15,230 |
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|
17,317 |
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Corporate and eliminations |
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(1,262 |
) |
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(1,431 |
) |
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(2,251 |
) |
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(2,678 |
) |
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$ |
71,899 |
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$ |
59,275 |
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$ |
127,988 |
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$ |
106,272 |
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Gross profit: |
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|
|
|
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|
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Services |
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$ |
17,405 |
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$ |
14,869 |
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$ |
29,933 |
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$ |
25,499 |
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Products and Systems |
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|
2,818 |
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|
2,631 |
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|
4,506 |
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|
4,593 |
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International |
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|
2,944 |
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|
4,078 |
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|
5,990 |
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|
8,180 |
|
Corporate and eliminations |
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|
(151 |
) |
|
(40 |
) |
|
(263 |
) |
|
(122 |
) |
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|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
23,016 |
|
$ |
21,538 |
|
$ |
40,166 |
|
$ |
38,150 |
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|
|
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|
||||||||
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Income from operations: |
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Services |
|
$ |
7,625 |
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$ |
5,407 |
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$ |
10,857 |
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$ |
8,229 |
|
Products and Systems |
|
|
1,111 |
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|
937 |
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|
1,041 |
|
|
1,261 |
|
International |
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|
808 |
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|
1,883 |
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|
2,070 |
|
|
3,858 |
|
Corporate and eliminations |
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|
(1,877 |
) |
|
(1,036 |
) |
|
(3,515 |
) |
|
(2,468 |
) |
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||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,667 |
|
$ |
7,191 |
|
$ |
10,453 |
|
$ |
10,880 |
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5 | Page |
Mistras Group Inc. and Subsidiaries
Unaudited Condensed Balance Sheets
(In thousands)
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November 30, 2009 |
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May 31, 2009 |
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ASSETS |
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Cash and cash equivalents |
|
$ |
14,553 |
|
$ |
5,668 |
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|
|
|
|
|
|
|
|
Other current assets |
|
|
70,704 |
|
|
58,002 |
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|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
38,252 |
|
|
33,592 |
|
|
|
|
|
|
|
|
|
Other non-current assets |
|
|
64,430 |
|
|
54,012 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
Total assets |
|
$ |
187,939 |
|
$ |
151,274 |
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|
||||
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LIABILITIES, PREFERRED STOCK AND EQUITY (DEFICIT) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt and leases |
|
$ |
12,898 |
|
$ |
19,371 |
|
|
|
|
|
|
|
|
|
Other current liabilities |
|
|
29,394 |
|
|
24,737 |
|
|
|
|
|
|
|
|
|
Long-term debt and capital leases, net of current portion |
|
|
18,913 |
|
|
61,405 |
|
|
|
|
|
|
|
|
|
Other non-current liabilities |
|
|
2,600 |
|
|
2,445 |
|
|
|
|
|
|
|
|
|
Preferred stock |
|
|
— |
|
|
90,983 |
|
|
|
|
|
|
|
|
|
Equity (deficit) |
|
|
124,134 |
|
|
(47,667 |
) |
|
|
|
|
||||
|
|
|
|
|
|
|
|
Total liabilities, preferred stock and equity |
|
$ |
187,939 |
|
$ |
151,274 |
|
|
|
|
|
|
6 | Page |
Mistras Group Inc. and Subsidiaries
Unaudited Summary of Cash Flows
(In thousands)
|
|
|
|
|
|
|
|
|
|
Six Months Ended November 30, |
|
||||
|
|
2009 |
|
2008 |
|
||
|
|
|
|
||||
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Mistras Group, Inc. |
|
$ |
4,377 |
|
$ |
4,752 |
|
Adjustments to reconcile net income to net cash provided by operating activities |
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
7,365 |
|
|
6,146 |
|
Other non-cash adjustments, net |
|
|
1,903 |
|
|
483 |
|
Changes in operating assets and liabilities, net of effect of acquisitions |
|
|
(5,025 |
) |
|
(10,963 |
) |
|
|
|
|
||||
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
8,620 |
|
|
418 |
|
|
|
|
|
|
|
|
|
Cash flows used in investing activities |
|
|
(15,049 |
) |
|
(10,741 |
) |
Cash flows provided by financing activities |
|
|
15,319 |
|
|
10,343 |
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
(5 |
) |
|
813 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
8,885 |
|
|
833 |
|
Cash and cash equivalents |
|
|
|
|
|
|
|
Beginning of period |
|
|
5,668 |
|
|
3,555 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
End of period |
|
$ |
14,553 |
|
$ |
4,388 |
|
|
|
|
|
|
7 | Page |
Mistras Group Inc. and Subsidiaries
Unaudited Reconciliation of
Net Income attributable to Mistras Group, Inc.
to EBITDA and Adjusted EBITDA1
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
||||
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Mistras Group, Inc. |
|
$ |
3,562 |
|
$ |
3,235 |
|
$ |
4,377 |
|
$ |
4,752 |
|
Interest expense |
|
|
1,017 |
|
|
1,578 |
|
|
2,081 |
|
|
2,589 |
|
Provision for income taxes |
|
|
2,875 |
|
|
2,290 |
|
|
3,569 |
|
|
3,350 |
|
Depreciation and amortization |
|
|
3,849 |
|
|
2,859 |
|
|
7,365 |
|
|
6,146 |
|
|
|
|
|
|
|
||||||||
EBITDA |
|
|
11,303 |
|
|
9,962 |
|
|
17,392 |
|
|
16,837 |
|
Legal settlement |
|
|
— |
|
|
1,915 |
|
|
(297 |
) |
|
2,051 |
|
Large customer bankruptcy |
|
|
— |
|
|
— |
|
|
767 |
|
|
— |
|
Stock compensation expense |
|
|
783 |
|
|
46 |
|
|
1,033 |
|
|
46 |
|
Loss on extinguishment of debt |
|
|
218 |
|
|
— |
|
|
387 |
|
|
— |
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA |
|
$ |
12,304 |
|
$ |
11,923 |
|
$ |
19,282 |
|
$ |
18,934 |
|
|
|
|
|
|
|
1 Adjusted EBITDA is a performance measure used by management that is not calculated in accordance with U.S. generally accepted accounting principles (GAAP). “Adjusted EBITDA” is defined as net income plus: interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, the amount of a write-off for the remaining accounts receivable the company expected to collect from a customer that recently declared bankruptcy, loss on extinguishment of debt, and amounts for settlement of a class action law suit, minus a reduction in the amount the Company was required to pay in final settlement of the class action law suit. The Company’s management uses adjusted EBITDA as a measure of operating performance to assist in comparing performance from period to period on a consistent basis, for planning and forecasting overall expectations, and for evaluating actual results against such expectations, and as a performance evaluation metric off which to base executive and employee incentive compensation programs.
For more information regarding the use of adjusted EBITDA, see Mistras Group Inc.’s current report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2010.
|
8 | Page |