On January 11, 2011, Mistras Group, Inc. (the “Company,” “we” or “us”) issued a press release announcing the financial results for the quarter ended November 30, 2010, the second quarter of its fiscal year 2011. 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, certain acquisition related costs and certain one-time and generally non-recurring items (which items are described in the reconciliation table included in the press release).

Our management uses Adjusted EBITDA as a measure of operating performance to assist in comparing performance from period to period on a consistent basis, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations. Adjusted EBITDA is also used 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, 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 commonly 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 be considered in isolation or as a substitute for analyzing our results as reported under U.S. generally accepted accounting principles.

Mistras Group, Inc. Continues Solid Growth in Profits and Revenues in 2^nd Quarter, Raises Full Year Guidance

Revenues Grow by 24%, Adjusted EBITDA* by 30% and Net Income by 59% 

PRINCETON JUNCTION, N.J., Jan. 11, 2011 (GLOBE NEWSWIRE) -- Mistras Group, Inc. (NYSE:MG - News), a leading "one source" global provider of technology enabled asset protection solutions, today reported financial results for its fiscal second quarter ending November 30, 2010. Revenue for the second quarter of fiscal 2011 was $88.8 million, an increase of $16.9 million or 24%, compared to the $71.9 million in revenues reported for the second quarter of fiscal 2010. Adjusted EBITDA*, a non-GAAP measure detailed later in this release, grew by 30% to $15.9 million in the second quarter of fiscal 2011 versus $12.3 million in the second quarter of fiscal 2010. Net income for the second quarter of fiscal 2011 grew by 59% to $5.7 million, or $0.21 per diluted share, versus $3.6 million, or $0.14 per diluted share, in the second quarter of fiscal 2010.

Financial Highlights

·         Continued a trend of double digit revenue growth resulting in a Compounded Annual Growth Rate (CAGR) in revenues of 27% over the last five fiscal years.

·         Revenues grew by 23% in the first six months of fiscal 2011 to $157.2 million, up from $128.0 million in the first six months of fiscal 2010.

·         Adjusted EBITDA* grew by 27% in the first six months of fiscal 2011 to $24.4 million, versus $19.3 million in the first six months of fiscal 2010.

·         Adjusted EBITDA* as a percentage of revenue increased 80 basis points to approximately 18% in the second quarter of fiscal 2011.

·         Net income grew by 66% in the first six months of fiscal 2011 to $7.3 million, up from $4.4 million in 2010.

·         The Company generated $11.1 million in net cash from operating activities in the first six months of fiscal 2011, versus $8.6 million in the first six months of fiscal 2010, representing an increase of 29%.

Revenue growth of 24% in the fiscal second quarter was driven by organic growth of 18%, acquisition growth of 6%, and was only minimally impacted by movements in foreign currency. During the second quarter of fiscal 2011, the Company achieved revenue growth across all of its segments, including gains of 25% in the Services segment, 10% in the Products and Systems segment and 25% in the International segment.

Net income during the second quarter of 2011 included an increase in our legal provision of $0.1 million. In addition, net income for the second quarter of 2011 included $1.0 million in stock compensation expense, compared to $0.8 million in the second quarter of 2010. Both of these expense classifications are included in the calculation of Adjusted EBITDA*. The company believes Adjusted EBITDA* is a key measure of operating performance for its business segments.

Chairman and Chief Executive Officer, Dr. Sotirios J. Vahaviolos stated that, “Our second quarter results continue the trend of double digit growth in Revenues and Adjusted EBITDA* that we have consistently delivered for several years now. Our second quarter growth was especially impressive given the strong performance in the second quarter of fiscal 2010, when both revenues and Adjusted EBITDA* also grew significantly. Once again, organic growth led the way, contributing to the bulk of our revenue growth. In addition, we are pleased to have increased our Adjusted EBITDA* as a percentage of revenues, which reflects our continued focus on profitable growth and leveraging our strengthening market share position.”