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):  August 9, 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

 

 

Princeton Junction, New Jersey

 

08550

(Address of principal executive offices)

 

(Zip Code)

 

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 August 9, 2011, Mistras Group, Inc. (the “Company,” “we” or “us”) issued a press release announcing the financial results for its fiscal year and fourth quarter, which ended May 31, 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, 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 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 income 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.

 

Item 9.01.  Financial Statement and Exhibits

 

(d)  Exhibits

 

99.1                           Press release issued by Mistras Group, Inc. dated August 9, 2011.

 

2



 

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:  August 9, 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 August 9, 2011.

 

3


Exhibit 99.1

 

Mistras Group, Inc. Delivers Strong Revenue and Earnings Growth as FY 2011 Revenue increases 24%, Adjusted EBITDA up 33%

 

Fourth Quarter Revenue and Adjusted EBITDA* Increases 28%; Provides Guidance of Continuing Double Digit Growth for FY 2012

 

PRINCETON JUNCTION, N.J., Aug. 09, 2011 (GLOBE NEWSWIRE) — Mistras Group, Inc. (NYSE:MG), a leading “one source” global provider of technology-enabled asset protection solutions, today reported record financial results for the fourth quarter and fiscal year ended May 31, 2011.  Revenue for the fourth quarter of fiscal 2011 was $102.1 million, an increase of 28%, over the $79.8 million reported in the fourth quarter of fiscal 2010. Adjusted EBITDA*, a non-GAAP measure detailed later in this release, increased 28% to $17.5 million in the fourth quarter of fiscal 2011 versus $13.7 million in the fourth quarter of fiscal 2010. Net income for the fourth quarter of fiscal 2011 grew by 27% to $6.7 million, or $0.25 per diluted share, versus $5.3 million, or $0.20 per diluted share, in the fourth quarter of fiscal 2010.  For the year, net income was $16.4 million, or $0.61 per diluted share, versus $10.4 million, or $0.43 per diluted share, in fiscal 2010. Fiscal 2011 net income includes a fourth quarter pre-tax provision of $0.7 million for slow-moving inventory. Earnings per share would have been $0.26 and $0.63 per diluted share for the 2011 fourth quarter and fiscal year, respectively, without this inventory charge.

 

Consistent with prior quarters, organic growth was a significant driver behind the overall revenue increase, contributing growth rates of 14% and 16% for the 2011 fourth quarter and fiscal year, respectively.  During the fourth quarter, the Company achieved broad based revenue growth across all of its business segments and surpassed $100 million in quarterly revenue for the first time.

 

Financial Highlights for the 4th Quarter and FY 2011 Fiscal Year:

 

·                  Revenue grew 24% in fiscal 2011 to $338.6 million, an increase of $66.5 million, up from $272.1 million in fiscal 2010.

 

·                  Adjusted EBITDA*, a non-GAAP measure detailed later in this release, grew 33% to $52.3 million in fiscal 2011 versus $39.5 in fiscal 2010.

 

·                  Adjusted EBITDA* as a percentage of revenue increased 100 basis points in fiscal 2011 to 15.5%, versus 14.5% for fiscal 2010.

 

·                  Net income grew 58% for fiscal 2011 to $16.4 million, or $0.61 per diluted share, up from $10.4 million or $0.43 per diluted share in fiscal 2010.

 

·                  The Company generated $25.3 million in net cash from operating activities in fiscal 2011, versus $19.0 million in fiscal 2010, representing an increase of 33%.

 

·                  Gross profit margin was 31.5% in the fourth quarter and 30.5% for all of Fiscal 2011.  Excluding the inventory provision mentioned above, Gross Profit margin was 32.2% in the fourth quarter and 30.7% for the 2011 fiscal year, representing increases over both corresponding prior year periods.

 



 

Chairman and Chief Executive Officer, Dr. Sotirios J. Vahaviolos stated that, “Once again, we are very pleased by the consistent financial results produced by the Mistras model.  In both the fourth quarter and fiscal year, the Company generated record revenues, gross profit, operating income, net income, earnings per share and adjusted EBITDA. Our unique approach which provides “One Source Asset Protection Solutions” to our customers, has once again produced significant amounts of organic and acquisition revenue growth.   The growth fundamentals of our business are strong and we believe this growth is a testament as to how our technology based solutions are being received and implemented by our customers.”

 

Business Outlook/Guidance for Fiscal Year 2012

 

The Company’s outlook is for continued double digit growth in revenue and Adjusted EDITDA*. The Company projects its fiscal 2012 revenues to be in the range of $375 million to $390 million and Adjusted EBITDA* to be in the range of $59 million to $64 million. Mistras does not provide specific guidance for individual quarters, but will reaffirm or update its annual guidance at least quarterly.  Dr.Vahaviolos concluded, “The Company is very pleased with the prospects for its business for fiscal 2012 and beyond.  We believe that the Mistras model will continue to deliver the double digit growth in revenue and adjusted EBITDA that we have achieved for several years.”

 

Earnings Conference Call

 

In connection with this earnings release, Mistras will hold its quarterly conference call on Wednesday, August 10 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 866-730-5770 and use confirmation code 90453125 when prompted. The International dial-in number is 857-350-1594.

 

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 and its Annual Report on Form 10-K for fiscal year 2011, as updated by our reports on Form 10-Q and Form 8-K. 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 measure 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)

 

 

 

May 31, 2011

 

May 31, 2010

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

10,879

 

$

16,037

 

Accounts receivable, net

 

78,031

 

54,721

 

Inventories, net

 

9,830

 

8,736

 

Deferred income taxes

 

1,278

 

2,189

 

Prepaid expenses and other current assets

 

6,761

 

6,599

 

Total current assets

 

106,779

 

88,282

 

Property, plant and equipment, net

 

49,168

 

39,981

 

Intangible assets, net

 

27,304

 

16,088

 

Goodwill

 

64,146

 

44,315

 

Other assets

 

1,240

 

1,273

 

Total assets

 

$

248,637

 

$

189,939

 

 

 

 

 

 

 

LIABILITIES, PREFERRED STOCK AND EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

Current portion of long-term debt

 

$

7,226

 

$

7,610

 

Current portion of capital lease obligations

 

5,853

 

5,370

 

Accounts payable

 

6,656

 

4,640

 

Accrued expenses and other current liabilities

 

28,028

 

20,090

 

Income taxes payable

 

2,825

 

3,281

 

Total current liabilities

 

50,588

 

40,991

 

Long-term debt, net of current portion

 

14,625

 

5,691

 

Obligations under capital leases, net of current portion

 

9,623

 

9,199

 

Deferred income taxes

 

2,863

 

2,087

 

Other long-term liabilities

 

3,452

 

1,417

 

Total liabilities

 

81,151

 

59,385

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Preferred stock, 10,000,000 shares authorized

 

 

 

Equity

 

 

 

 

 

Common stock, $0.01 par value, 200,000,000 shares authorized, 27,667,122 and 26,663,528 shares issued and outstanding as of May 31, 2011 and May 31, 2010, respectively

 

277

 

267

 

Additional paid-in capital

 

180,594

 

162,054

 

Accumulated deficit

 

(14,017

)

(30,448

)

Accumulated other comprehensive loss

 

303

 

(1,587

)

Total Mistras Group, Inc. stockholders’ equity

 

167,157

 

130,286

 

Noncontrolling interest

 

329

 

268

 

Total equity

 

167,486

 

130,554

 

Total liabilities, preferred stock and equity

 

$

248,637

 

$

189,939

 

 



 

Mistras Group, Inc.

Unaudited Consolidated Statement of Operations

(in thousands, except per share data)

 

 

 

Three months ended May 31,

 

Year ended May 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

Revenues:

 

 

 

 

 

 

 

 

 

Services

 

$

92,086

 

$

72,188

 

$

308,702

 

$

248,672

 

Products

 

10,043

 

7,596

 

29,887

 

23,456

 

Total revenues

 

102,129

 

79,784

 

338,589

 

272,128

 

Cost of Revenues:

 

 

 

 

 

 

 

 

 

Cost of services

 

61,758

 

49,075

 

209,512

 

169,591

 

Cost of goods sold

 

4,664

 

2,705

 

12,468

 

8,889

 

Depreciation of services

 

3,324

 

2,578

 

12,576

 

9,840

 

Depreciation of products

 

163

 

81

 

630

 

670

 

Total cost of revenues

 

69,909

 

54,439

 

235,186

 

188,990

 

Gross profit

 

32,220

 

25,345

 

103,403

 

83,138

 

Selling, general and administrative expenses

 

18,884

 

14,534

 

65,983

 

55,463

 

Research and engineering

 

512

 

884

 

2,150

 

2,402

 

Depreciation and amortization

 

1,497

 

1,115

 

5,386

 

4,673

 

Legal reserve

 

(78

)

 

273

 

(297

)

Income from operations

 

11,405

 

8,812

 

29,611

 

20,897

 

Other expenses

 

 

 

 

 

 

 

 

 

Interest expense

 

816

 

706

 

2,773

 

3,531

 

Loss on extinguishment of long-term debt

 

 

 

 

387

 

Income before provision for income taxes

 

10,589

 

8,106

 

26,838

 

16,979

 

Provision for income taxes

 

3,940

 

2,835

 

10,502

 

6,527

 

Net income

 

6,649

 

5,271

 

16,336

 

10,452

 

Net loss (income) attributable to noncontrolling interests, net of taxes

 

69

 

7

 

95

 

(23

)

Net income attributable to Mistras Group, Inc.

 

6,718

 

5,278

 

16,431

 

10,429

 

Accretion of preferred stock

 

 

 

 

6,499

 

Net income attributable to common shareholders

 

$

6,718

 

$

5,278

 

$

16,431

 

$

16,928

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.25

 

$

0.20

 

$

0.61

 

$

0.78

 

Diluted

 

$

0.25

 

$

0.20

 

$

0.61

 

$

0.43

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

26,899

 

26,613

 

26,724

 

21,744

 

Diluted

 

27,384

 

26,795

 

26,933

 

24,430

 

 



 

Mistras Group, Inc.

Unaudited Operating Data by Segment

(in thousands)

 

 

 

Three months ended May 31,

 

Year ended May 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

Services

 

$

85,041

 

$

68,230

 

$

283,139

 

$

227,782

 

Products and Systems

 

10,131

 

5,738

 

26,105

 

18,875

 

International

 

9,736

 

7,598

 

36,798

 

30,920

 

Corporate and eliminations

 

(2,779

)

(1,782

)

(7,453

)

(5,449

)

 

 

$

102,129

 

$

79,784

 

$

338,589

 

$

272,128

 

 

 

 

Three months ended May 31,

 

Year ended May 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

 

 

 

 

 

Services

 

$

24,479

 

$

20,132

 

$

77,883

 

$

61,963

 

Products and Systems

 

4,799

 

2,698

 

13,239

 

9,915

 

International

 

3,456

 

2,456

 

12,922

 

11,668

 

Corporate and eliminations

 

(514

)

59

 

(641

)

(408

)

 

 

$

32,220

 

$

25,345

 

$

103,403

 

$

83,138

 

 



 

 

Mistras Group, Inc.

Unaudited Reconciliation of
Net Income Attributable to Mistras Group, Inc. to EBITDA and Adjusted EBITDA

(in thousands)

 

 

 

Three months ended May 31,

 

Year ended May 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

EBITDA and Adjusted EBITDA data

 

 

 

 

 

 

 

 

 

Net income attributable to Mistras Group, Inc.

 

$

6,718

 

$

5,278

 

$

16,431

 

$

10,429

 

Interest expense

 

816

 

706

 

2,773

 

3,531

 

Provision for income taxes

 

3,940

 

2,835

 

10,502

 

6,527

 

Depreciation and amortization

 

4,984

 

3,774

 

18,592

 

15,183

 

EBITDA

 

$

16,458

 

$

12,593

 

$

48,298

 

$

35,670

 

Legal reserve

 

(78

)

 

273

 

(297

)

Large customer bankruptcy

 

 

(372

)

 

395

 

Stock compensation expense

 

1,071

 

835

 

3,751

 

2,695

 

Acquisition related costs

 

 

614

 

 

614

 

Loss on extinguishment of debt

 

 

 

 

387

 

Adjusted EBITDA

 

$

17,451

 

$

13,670

 

$

52,322

 

$

39,464