Unassociated Document
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):  April 12, 2011

Mistras Group, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001- 34481
 
22-3341267
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)

195 Clarksville Road
 
08550
Princeton Junction, New Jersey
 
(Zip Code)
(Address of principal executive offices)
   

Registrant’s 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):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))

o    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 April 12, 2011, Mistras Group, Inc. (the “Company,” “we” or “us”) issued a press release announcing the financial results for the quarter ended February 28, 2011, the third 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
 
Adjusted EBITDA
 
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, and, as applicable, 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 and 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 GAAP.

Free Cash Flow

During our webcast conference call scheduled for April 13, 2011 to discuss the results for our third quarter of fiscal 2011, which ended February 28, 2011, we may discuss the financial measurement “free cash flow.”

The term “free cash flow” is not a measurement of financial performance under GAAP.  “Free cash flow” is defined as net cash provided by operating activities, less purchases of property, plant and equipment (but excluding purchases related to real estate and buildings).  Our management uses free cash flow as a measure of cash generated by operations of the business.  The following is a reconciliation of free cash flow to a GAAP measurement.
 
 
 

 
 
Unaudited Reconciliation of Net Cash Provided By
Operating Activities to Free Cash Flow
(In Thousands)
 
   
For the nine months ended February 28,
 
    2011     2010  
Net cash provided by operating activities
        $ 21,365           $ 12,351  
Less
                           
Purchases of property, plant and equipment
    9,729               6,714          
Minus real estate related capital expenditures
    (2,299 )                      
Net non-real estate capital expenditures
            (7,430 )             (6,714 )
Free cash flow
          $ 13,935             $ 5,637  

We believe investors and other users of our financial statements benefit from the presentation of free cash flow in evaluating our operating performance because it provides an additional tool to compare cash generated by our operations on a consistent basis and measure underlying trends and results in our business.  This measure also takes into account cash used to purchase fixed assets needed for business operations which are not expensed and which are expenditures we expect to make in a continuing basis.  We do not include real estate capital expenditures in determining free cash flow because we view our current real estate capital expenditures as an unusual expenditure which we do not anticipate to be recurring upon the completion of our new facility near Houston, Texas, expected to be completed in the first quarter of fiscal 2012.
 
While free cash flow is a term and financial measurement commonly used by investors and securities analysts, it has limitations.  As a non-GAAP measurement, free cash flow has no standard meaning and, therefore, may not be comparable with similar measurements for other companies.  Free cash flow is generally limited as an analytical tool because it excludes cash uses which are included in a GAAP cash flow statement.  Accordingly, free cash flow should not be considered in isolation or as a substitute for analyzing our results as reported under GAAP.
 
Item 9.01.  Financial Statement and Exhibits

(d)  Exhibits

99.1
Press release issued by Mistras Group, Inc. dated April 12, 2011.

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.
 
 
MISTRAS GROUP, INC.
 
 
Date:  April 12, 2011
By:  
/s/ Michael C. Keefe  
   
Name:  
Michael C. Keefe 
 
   
Title:  
Executive Vice President, General Counsel and Secretary
 
 
Exhibit No.
 
Description
99.1
 
Press release issued by Mistras Group, Inc. dated April 12, 2011.

 
 

 
Unassociated Document
Exhibit 99.1
 
Mistras Group, Inc. Strong 3rd Quarter Results Demonstrate Continued Growth in Revenues and Profits.
 
Revenues Up 23%, Adjusted EBITDA* Up 61%, Net Income Triples.
 
PRINCETON JUNCTION, N.J., April 12, 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 third quarter ending February 28, 2011. Revenue for the third quarter of fiscal 2011 was $79.2 million, an increase of $14.9 million, or 23%, compared to $64.4 million reported in the third quarter of fiscal 2010. Adjusted EBITDA*, a non-GAAP measure detailed later in this release, increased 61% to $10.5 million in the third quarter of fiscal 2011 versus $6.5 million in the third quarter of fiscal 2010. Net income for the third quarter of fiscal 2011 tripled to $2.4 million, or $0.09 per diluted share, versus $0.8 million, or $0.03 per diluted share, in the third quarter of fiscal 2010.
 
Revenue growth of 23% in the fiscal third quarter was driven by organic growth of 17% and acquisition growth of 6% with minimal impact from movements in foreign currency. During the third quarter of fiscal 2011, the Company achieved revenue growth across all of its segments, including gains of 26% in the Services segment, 14% in the Products and Systems segment and 7% in the International segment.
 
Additional Financial Highlights for the 3 month and 9 month periods:
 
 
·
Revenue grew 23% in the first nine months of fiscal 2011 to $236.5 million, up from $192.3 million in the first nine months of fiscal 2010.
 
·
Adjusted EBITDA*, a non-GAAP measure detailed later in this release, grew 35% to $34.9 million in the first nine months of fiscal 2011 versus $25.8 million in the first nine months of fiscal 2010.
 
·
Adjusted EBITDA* as a percentage of revenue increased 130 basis points in the first 9 months of fiscal 2011 to approximately 15%.
 
·
Net income grew 89% for the first nine months of fiscal 2011 to $9.7 million, or $0.36 per diluted share, up from $5.2 million or $0.21 per diluted share in the first nine months of fiscal 2010.
 
·
The Company generated $21.4 million in net cash from operating activities in the first nine months of fiscal 2011, versus $12.4 million in the first nine months of fiscal 2010, representing an increase of 73%.
 
·
Gross profit as a percentage of revenue, or gross profit margin, was up in both the third quarter (110 basis points) and first nine months (10 basis points) of fiscal 2011 versus prior year.
 
 
 

 
 
Chairman and Chief Executive Officer, Dr. Sotirios J. Vahaviolos stated that “We are very pleased with the financial results for the third quarter, which is historically one of our softer quarters. Consistent, sustained revenue and EBITDA growth has helped us drive our operating leverage, generate more cash from operations and improve our G&A expenses as a percentage of revenues. Once again, our “one source” asset protection solution model has demonstrated its ability to significantly improve results over the prior year as it will be moving forward.”
 
Business Outlook for Fiscal 2011
 
The Company is forecasting continued double digit growth in Revenues and Adjusted EBITDA* for the remainder of Fiscal 2011. The Company is affirming its previously issued guidance and projects its fiscal 2011 revenues to be above the midpoint of the range of $310 million to $340 million and Adjusted EBITDA* to be above the midpoint of the range of $45 million to $50 million. Mistras does not provide specific guidance for individual quarters, but will reaffirm or update its annual guidance at least quarterly.
 
Conference Call to Discuss Third Quarter Results
 
Mistras will have a conference call on Wednesday, April 13th, 2011 at 9:00 am Eastern Time to discuss its results for the third quarter of fiscal year 2011. 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) 510-9834 and use confirmation code 64642932 when prompted. The International number is (617) 614-3669. Those who wish to listen to the call later can access an archived copy of the conference call at the Mistras Website.
 
About Mistras Group, Inc.
 
Mistras offers one of the broadest “one source” services and technology-enabled asset protection solution portfolios in the industry used to evaluate the structural integrity of energy, industrial and public infrastructure. Mission critical services and solutions are delivered globally and provide customers with the ability to extend the useful life of their assets, improve productivity and profitability, comply with government safety and environmental regulations and enhance risk management operational decisions.
 
Mistras uniquely combines its industry leading products and technologies - 24/7 on-line monitoring of critical assets; mechanical integrity (“MI”) and non-destructive testing (“NDT”) services; and its proprietary world class data warehousing and analysis software - to provide comprehensive and competitive products, systems and services solutions from a single source provider.
 
 
 

 
 
For more information, please visit the company’s website at www.mistrasgroup.com or contact Frank Joyce, Chief Financial Officer at 609-716-4103.
 
Forward-Looking and Cautionary Statements
 
Certain statements made in this press release are “forward-looking statements” about Mistras’ financial results and estimates, products and services, business model, strategy, growth opportunities, profitability and competitive position. These forward-looking statements 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. Such statements are not guarantees of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved, if at all. These statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in these statements. A list, description and discussion of these and other risks and uncertainties can be found in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 17, 2010. 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.
 
* Use of Non-GAAP Measures
 
The term “Adjusted EBITDA” is a financial measurement not calculated in accordance with U.S. generally accepted accounting principles. The Company believes that investors and other users of the financial statements benefit from the presentation of Adjusted EBITDA because it provides an additional metric to compare the Company’s operating performance on a consistent basis and measures underlying trends and results of the Company’s business. An explanation of Adjusted EBITDA and a reconciliation of this to a financial measurement under GAAP are set forth in a table attached to this press release.

 
 

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

   
February 28, 2011
   
May 31, 2010
 
ASSETS
           
Current Assets
           
Cash and cash equivalents
  $ 6,560     $ 16,037  
Accounts receivable, net
    62,290       54,721  
Inventories, net
    10,285       8,736  
Deferred income taxes
    2,271       2,189  
Prepaid expenses and other current assets
    5,622       5,292  
Total current assets
    87,028       86,975  
Property, plant and equipment, net
    46,322       39,981  
Intangible assets, net
    19,317       16,088  
Goodwill
    53,442       44,315  
Other assets
    896       1,273  
Total assets
  $ 207,005     $ 188,632  
                 
LIABILITIES, PREFERRED STOCK AND EQUITY
               
Current liabilities
               
Current portion of long-term debt
  $ 4,769     $ 6,303  
Current portion of capital lease obligations
    5,997       5,370  
Accounts payable
    4,733       4,640  
Accrued expenses and other current liabilities
    22,288       20,090  
Income taxes payable
    2,212       3,281  
Total current liabilities
    39,999       39,684  
Long-term debt, net of current portion
    9,793       5,691  
Obligations under capital leases, net of current portion
    8,676       9,199  
Deferred income taxes
    3,526       2,087  
Other long-term liabilities
    1,058       1,417  
Total liabilities
    63,052       58,078  
                 
Commitments and contingencies
               
Preferred stock, 10,000,000 shares authorized
           
Equity
               
Common stock, $0.01 par value, 200,000,000 shares authorized, 26,670,181 and 26,663,528 shares issued and outstanding as of February 28, 2011 and May 31, 2010, respectively
    267       267  
Additional paid-in capital
    164,764       162,054  
Accumulated deficit
    (20,735 )     (30,448 )
Accumulated other comprehensive loss
    (707 )     (1,587 )
Total Mistras Group, Inc. stockholders’ equity
    143,589       130,286  
Noncontrolling interest
    364       268  
Total equity
    143,953       130,554  
Total liabilities, preferred stock and equity
  $ 207,005     $ 188,632  
 
 
 

 
 
Mistras Group, Inc.
Unaudited Consolidated Statement of Operations
(in thousands, except per share data)

   
Three months ended February 28,
   
Nine months ended February 28,
 
   
2011
   
2010
   
2011
   
2010
 
Revenues:
                       
Services
  $ 72,411     $ 57,966     $ 216,616     $ 176,484  
Products
    6,802       6,390       19,844       15,860  
Total revenues
    79,213       64,356       236,460       192,344  
Cost of Revenues:
                               
Cost of services
    50,696       41,641       147,754       120,516  
Cost of goods sold
    2,460       2,343       7,804       6,184  
Depreciation of services
    3,307       2,547       9,252       7,262  
Depreciation of products
    153       198       467       589  
Total cost of revenues
    56,616       46,729       165,277       134,551  
Gross profit
    22,597       17,627       71,183       57,793  
Selling, general and administrative expenses
    16,005       14,110       47,099       40,929  
Research and engineering
    514       586       1,638       1,518  
Depreciation and amortization
    1,385       1,299       3,889       3,558  
Legal reserve
                351       (297 )
Income from operations
    4,693       1,632       18,206       12,085  
Other expenses
                               
Interest expense
    596       744       1,957       2,825  
Loss on extinguishment of long-term debt
                      387  
Income before provision for income taxes and noncontrolling interest
    4,097       888       16,249       8,873  
Provision for income taxes
    1,690       123       6,562       3,692  
Net income
    2,407       765       9,687       5,181  
Net loss (income) attributable to noncontrolling interests, net of taxes
    36       9       26       (30 )
Net income attributable to Mistras Group, Inc.
    2,443       774       9,713       5,151  
Accretion of preferred stock
                      6,499  
Net income attributable to common shareholders
  $ 2,443     $ 774     $ 9,713     $ 11,650  
Earnings per common share:
                               
Basic
  $ 0.09     $ 0.03     $ 0.36     $ 0.58  
Diluted
  $ 0.09     $ 0.03     $ 0.36     $ 0.21  
Weighted average common shares outstanding:
                               
Basic
    26,667       26,469       26,665       20,103  
Diluted
    26,919       27,764       26,824       24,511  

 
 

 

Mistras Group, Inc.
Unaudited Operating Data by Segment
(in thousands)

   
Three months ended February 28,
   
Nine months ended February 28,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Revenues
                       
Services
  $ 66,708     $ 52,912     $ 198,098     $ 159,552  
Products and Systems
    5,436       4,768       15,974       13,137  
International
    8,671       8,092       27,062       23,322  
Corporate and eliminations
    (1,602 )     (1,416 )     (4,674 )     (3,667 )
    $ 79,213     $ 64,356     $ 236,460     $ 192,344  
 
   
Three months ended February 28,
     
Nine months ended February 28,
 
      2011       2010       2011       2010  
                                 
Gross profit
                               
Services
  $ 16,650     $ 11,898     $ 53,404     $ 41,831  
Products and Systems
    3,049       2,711       8,440       7,217  
International
    2,935       3,222       9,466       9,212  
Corporate and eliminations
    (37 )     (204 )     (127 )     (467 )
    $ 22,597     $ 17,627     $ 71,183     $ 57,793  

 
 

 

Mistras Group, Inc.
Unaudited Reconciliation of
Net Income Attributable to Mistras Group, Inc. to EBITDA and Adjusted EBITDA
(in thousands)

   
Three months ended February 28,
   
Nine months ended February 28,
 
   
2011
   
2010
   
2011
   
2010
 
EBITDA and Adjusted EBITDA data
                       
Net income attributable to Mistras Group, Inc.
  $ 2,443     $ 774     $ 9,713     $ 5,151  
Interest expense
    596       744       1,957       2,825  
Provision for income taxes
    1,690       123       6,562       3,692  
Depreciation and amortization
    4,845       4,044       13,608       11,409  
EBITDA
  $ 9,574     $ 5,685     $ 31,840     $ 23,077  
Legal reserve
                351       (297 )
Large customer bankruptcy
                      767  
Stock compensation expense
    903       827       2,680       1,860  
Loss on extinguishment of debt
                      387  
Adjusted EBITDA
  $ 10,477     $ 6,512     $ 34,871     $ 25,794  

“Adjusted EBITDA” is defined as net income attributable to Mistras Group, Inc. 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 are included in the reconciliation above).