8K


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 8, 2015
 
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 April 8, 2015, Mistras Group, Inc. (the “Company,” “we” or “us”) issued a press release announcing the financial results for the third quarter and first nine months of the fiscal year ending May 31, 2015.  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 terms “Adjusted EBITDA” and “Segment and Total Company Income (Loss) from Operations before Acquisition-Related Expense (Benefit), net,” which are not measures of financial performance under U.S. generally accepted accounting principles (“GAAP”).  Information regarding these non-GAAP financial measures and their use by the Company is set forth in the Company’s annual report on Form 10-K filed August 8, 2014.
 
The tables attached to the press release also include the non-GAAP financial measures “Net Income Excluding Acquisition-related Items” and “Diluted EPS Excluding Acquisition-related Items,” reconciling these measures to financial measures under GAAP.  These non-GAAP measures exclude from the GAAP measures net income and diluted earnings per common share (a) transaction expenses related to acquisitions, such as professional fees and due diligence costs and (b) the net changes in the fair value of acquisition-related contingent consideration liabilities.  These items have been excluded from the GAAP measures because these expenses and credits are not related to the Company’s core business operations and are related solely to the Company’s acquisition activities.  Changes in the fair value of acquisition-related contingent consideration liabilities can be a net expense or credit in any given period, and fluctuate based upon the then current value of cash consideration the Company expects to pay in the future for prior acquisitions, without impacting cash generated from the Company’s business operations.
 
Management believes that these measures provide investors with useful information and more meaningful period over period comparisons by identifying and excluding these acquisition-related costs so that the performance of the core business operations can be identified and compared.  Management also believes that these measures help our investors to better understand the profitability trends of our business, and facilitate easier comparisons of our profitability to prior and future periods and to our peers.
 
The term "free cash flow" is also a non-GAAP financial measure used in the press release. In the paragraph under the caption "Use of Non-GAAP Measures" the Company explains this measurement and provides a reconciliation of this measure to a financial measure under GAAP. Management believes this measure assists investors in understanding the cash generated from operations net of cash needed to be re-invested in the business for capital expenditures.

These non-GAAP measures should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measures.  These measures have limitations because there are no standards to determine which adjustments to GAAP measures should be made, and/or may not be comparable with similar measures for other companies.  In addition, acquisitions are a part of our growth strategy, and therefore acquisition-related items are a necessary cost of our business. Segment and Total Company Income from Operations before Acquisition-Related Expense (Benefit), net, Net Income Excluding Acquisition-related Items and free cash flow are not metrics used to determine incentive compensation. Adjusted EBITDA and Diluted EPS Excluding Acquisition-related Items are used to determine a portion of the incentive compensation for executive officers.
 
Item 9.01.  Financial Statement and Exhibits
 
(d)  Exhibits
 
99.1                        Press release issued by Mistras Group, Inc. dated April 8, 2015


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: April 8, 2015
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 8, 2015

3
Exhibit 99.1


Exhibit 99.1
 
Mistras Group Announces Results for Third Quarter FY’15
 
 
MISTRAS Group, Inc. April 8, 2015 4:01 PM
 
PRINCETON JUNCTION, N.J., April 8, 2015 (GLOBE NEWSWIRE) — Mistras Group, Inc. (MG: NYSE), a leading "one source" global provider of technology-enabled asset protection solutions, today reported financial results for its third quarter and first nine months of fiscal year 2015, which ended February 28, 2015.
 
Revenues increased by 7.5% over the prior year’s third quarter, reaching $163.1 million. Net income for the third quarter was $1.8 million, or $0.06 per diluted share, compared with net income of $1.2 million or $0.04 per diluted share in the prior year period. Excluding acquisition-related items, net income in the third quarter of fiscal year 2015 was $0.2 million or $0.01 per diluted share, compared with $1.8 million or $0.06 per diluted share in the prior year’s third quarter. Adjusted EBITDA was $11.0 million in the third quarter of fiscal year 2015 compared with $12.5 million in the prior year period.
Revenues increased by 20.8% over prior year’s first nine months, reaching $536.6 million. Net income for the first nine months was $13.9 million, or $0.47 per diluted share, compared with $16.1 million or $0.55 per diluted share in the prior year period. Excluding acquisition-related items, net income for the first nine months of fiscal year 2015 was $11.2 million or $0.38 per diluted share, compared with $15.0 million or $0.51 per diluted share in the prior year. Adjusted EBITDA was $52.4 million for the first nine months of fiscal year 2015 compared with $51.1 million in the prior year period.

The Company’s operations and profitability were adversely impacted by several factors during the third quarter of fiscal year 2015, including:
the nation’s first refinery strike in 25 years impacted work at several of the Company’s largest customer work sites;
uncertainty related to the price of oil, which has caused some of the Company’s customers to defer previously scheduled projects; and
the strong US dollar, which combined with a sluggish European economy contributed to weaker than expected international results.

Financial Highlights:
Revenues
 
Revenues for the third quarter of fiscal 2015 increased 7.5% over prior year, driven by acquisitions (+9.9%) and organic growth (+0.5%), offset by foreign exchange (-2.9%).
Revenues for the first nine months of fiscal 2015 increased 20.8% over prior year, driven by acquisitions (+13.9%) and organic growth (+7.7%), offset by foreign exchange (-0.8%).
Services segment revenue had year-on-year revenue growth of 12% in the third quarter and 29% during the first nine months, driven by both acquisitions (13% in Q3, 19% YTD) and organic growth (-1% in Q3, +10% YTD).
International segment revenue contracted (-12%) in the third quarter and (-4%) during the first nine months, driven by foreign exchange (-10% in Q3, -3% YTD), organic (-4% in Q3 and -3% YTD), offset in part by acquisitions (+2% in Q3 and +2% YTD).
Products and Systems segment revenue improved by 12% in the third quarter (all organic), improving its year-to-date shortfall to -1%.
 
Gross Profit
 
Gross Profit for the third quarter of fiscal year 2015 contracted by 1% compared with the prior year on a 7% increase in revenues.
Gross margin for the third quarter was 23.7% of revenues vs. 25.9% in the prior year.
 
Operating Cash Flow
 
Operating cash flow for the first nine months of fiscal year 2015 improved to $34.3 million, compared with $22.6 million in the comparable prior year period.
Free cash flow (defined as operating cash flow less capital expenditures) for the first nine months of fiscal year 2015 improved to $22.5 million, compared with $10.9 million in the comparable prior year period.





 
Sotirios Vahaviolos, Chairman and Chief Executive Officer stated, "After experiencing three consecutive quarters of over 20% year-on-year revenue growth, market conditions and customer sentiment have changed dramatically in recent months, driven by the significant drop in the price of oil. The impact of the ongoing refinery strike caused our organic Services revenue growth to turn slightly negative in the third quarter, while uncertainty concerning the oil price outlook has also caused some previously scheduled projects to be deferred.”
Dr. Vahaviolos continued, “These events impacted our Company during its weakest seasonal quarter. Even so, I am pleased with our cash flow and that our cost savings initiatives are beginning to have an impact. As expected we experienced strong cash collections and we were able to pay down debt by nearly $29 million during the third quarter. Operating expenses for the Services (excluding acquired companies) and Products and Systems segments declined compared with the prior year’s third quarter, driven by cost-saving actions we have taken.”
Dr. Vahaviolos added, “The Company had already been engaged in constructive discussions with its key customers prior to these market factors becoming prominent, and I am optimistic that we will be able to work with our customers to achieve our mutual goals. As a leading inspection services provider, Mistras is able to deliver compelling customer solutions that best protect and extend the lives of their assets while realizing savings that can approach the fees that we charge. The relevance of these attributes is strongest at times like these.”
 
Outlook and Guidance for Fiscal 2015
 
Uncertainty concerning the price of oil has caused a significant change in customer sentiment that is causing many companies to reevaluate spending levels and the timing of projects. Based upon these factors, the Company now expects that its revenue levels for fiscal year 2015 will fall at the low end of its $720 million to $740 million range, and that its EBITDA level may fall somewhat short of its $78 to $84 million range.

Conference Call
 
In connection with this release, Mistras will hold a conference call on Thursday, April 9, 2015 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 1-844-832-7227 and use confirmation code 15338512 when prompted. The International dial-in number is 1-224-633-1529.

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; destructive testing 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.
 
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, and other matters. 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 for fiscal year 2014 filed with the Securities and Exchange Commission on August 8, 2014, 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" used in this release is a financial measurement not calculated in accordance with generally accepted accounting principles in the U.S. ("US GAAP"). A Reconciliation of Adjusted EBITDA to a financial measurement under US GAAP is set forth in a table attached to this press release. In addition, the Company has also included in the attached tables non-GAAP measurements “EBITDA”, “Segment and Total Company Income from Operations before Acquisition-Related Expense (Benefit), net”, "Net Income Excluding Acquisition-related Items" and "Diluted EPS Excluding Acquisition-related Items," reconciling these measurements to financial measurements under US GAAP. In this release, the term free cash flow, a non-GAAP measurement is also used. We define free cash flow as cash provided by operating activities less capital expenditures (which is classified as an investing activity). The Company believes that investors and other users of the financial statements benefit from the presentation of these non-GAAP measurements because they provide additional metrics to compare the Company's operating performance on a consistent basis and measure underlying trends and results of the Company's business.








Mistras Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
 
 
 
(unaudited)
 
 
 
 
February 28, 2015
 
May 31, 2014
ASSETS
 
 

 
 

Current Assets
 
 

 
 

Cash and cash equivalents
 
$
13,385

 
$
10,020

Accounts receivable, net
 
125,548

 
137,824

Inventories
 
12,294

 
11,376

Deferred income taxes
 
3,886

 
3,283

Prepaid expenses and other current assets
 
16,309

 
12,626

Total current assets
 
171,422

 
175,129

Property, plant and equipment, net
 
80,125

 
77,811

Intangible assets, net
 
56,147

 
57,875

Goodwill
 
166,531

 
130,516

Deferred income taxes
 
1,214

 
1,344

Other assets
 
1,890

 
1,297

Total assets
 
$
477,329

 
$
443,972

LIABILITIES AND EQUITY
 
 

 
 

Current Liabilities
 
 

 
 

Accounts payable
 
$
8,950

 
$
14,978

Accrued expenses and other current liabilities
 
47,881

 
54,650

Current portion of long-term debt
 
16,906

 
8,058

Current portion of capital lease obligations
 
6,859

 
7,251

Income taxes payable
 
231

 
1,854

Total current liabilities
 
80,827

 
86,791

Long-term debt, net of current portion
 
109,322

 
68,590

Obligations under capital leases, net of current portion
 
12,780

 
13,664

Deferred income taxes
 
20,626

 
15,521

Other long-term liabilities
 
11,686

 
17,014

Total liabilities
 
235,241

 
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
 
206,289

 
201,831

Retained earnings
 
55,410

 
41,500

Accumulated other comprehensive loss
 
(20,121
)
 
(1,511
)
Total Mistras Group, Inc. stockholders’ equity
 
241,864

 
242,104

Noncontrolling interests
 
224

 
288

Total equity
 
242,088

 
242,392

Total liabilities and equity
 
$
477,329

 
$
443,972







Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Income
(in thousands, except per share data)
 
 
 
Three months ended February 28,
 
Nine months ended February 28,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
Revenue
 
$
163,100

 
$
151,727

 
$
536,566

 
$
444,320

Cost of revenues
 
119,356

 
107,898

 
382,018

 
304,645

Depreciation related to products and systems
 
5,010

 
4,529

 
14,781

 
13,121

Gross profit
 
38,734

 
39,300

 
139,767

 
126,554

Selling, general and administrative expenses
 
32,758

 
31,794

 
105,158

 
90,342

Research and engineering
 
644

 
757

 
1,922

 
2,186

Depreciation and amortization
 
3,104

 
2,771

 
9,998

 
7,729

Acquisition-related expense, net
 
(1,642
)
 
978

 
(3,037
)
 
(1,530
)
Income from operations
 
3,870

 
3,000

 
25,726

 
27,827

Interest expense
 
1,161

 
792

 
3,418

 
2,309

Income before provision for income taxes
 
2,709

 
2,208

 
22,308

 
25,518

Provision for income taxes
 
941

 
984

 
8,457

 
9,375

Net income
 
1,768

 
1,224

 
13,851

 
16,143

Less: net loss (income) attributable to noncontrolling interests, net of taxes
 
49

 
(23
)
 
59

 
(44
)
Net income attributable to Mistras Group, Inc.
 
$
1,817

 
$
1,201

 
$
13,910

 
$
16,099

Earnings per common share
 
 

 
 

 
 

 
 

Basic
 
$
0.06

 
$
0.04

 
$
0.49

 
$
0.57

Diluted
 
$
0.06

 
$
0.04

 
$
0.47

 
$
0.55

Weighted average common shares outstanding:
 
 

 
 

 
 
 
 
Basic
 
28,656

 
28,396

 
28,583

 
28,338

Diluted
 
29,529

 
29,374

 
29,559

 
29,249







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

 
Three months ended February 28,
 
Nine months ended February 28,
 
2015
 
2014
 
2015
 
2014
Revenues
 

 
 

 
 

 
 

Services
$
121,845

 
$
109,122

 
$
404,651

 
$
313,794

International
33,554

 
38,064

 
114,610

 
119,032

Products and Systems
8,526

 
7,610

 
22,588

 
22,799

Corporate and eliminations
(825
)
 
(3,069
)
 
(5,283
)
 
(11,305
)
 
$
163,100

 
$
151,727

 
$
536,566

 
$
444,320

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended February 28,
 
Nine months ended February 28,
 
2015
 
2014
 
2015
 
2014
Gross profit
 

 
 

 
 

 
 

Services
$
27,429

 
$
26,216

 
$
101,452

 
$
83,881

International
7,018

 
10,086

 
27,795

 
33,499

Products and Systems
4,211

 
3,674

 
10,203

 
9,776

Corporate and eliminations
76

 
(676
)
 
317

 
(602
)
 
$
38,734

 
$
39,300

 
$
139,767

 
$
126,554

 
 
 
 
 
 
 
 






Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of
Segment and Total Company Income (Loss) from Operations before Acquisition-Related Expense (Benefit), net (non-GAAP) to Segment and Total Company Income (Loss) from Operations (GAAP)
(in thousands)

 
Three months ended February 28,
 
Nine months ended February 28,
 
2015
 
2014
 
2015
 
2014
Services:
 

 
 
 
 

 
 

Income from operations before acquisition-related expense, net
$
7,082

 
$
7,759

 
$
36,819

 
$
33,161

Acquisition-related (benefit) expense, net
(175
)
 
307

 
611

 
463

Income from operations
7,257

 
7,452

 
36,208

 
32,698

International:
 

 
 

 
 

 
 

(Loss) Income from operations before acquisition-related expense (benefit), net
$
(2,438
)
 
$
189

 
$
(896
)
 
$
5,526

Acquisition-related (benefit) expense, net
(1,123
)
 
105

 
(2,059
)
 
(3,666
)
(Loss) Income from operations
(1,315
)
 
84

 
1,163

 
9,192

Products and Systems:
 

 
 

 
 

 
 

Income from operations before acquisition-related (benefit), net
$
1,346

 
$
87

 
$
1,330

 
$
112

Acquisition-related (benefit), net

 

 

 
(1,035
)
Income from operations
1,346

 
87

 
1,330

 
1,147

Corporate and Eliminations:
 

 
 

 
 

 
 

Loss from operations before acquisition-related (benefit) expense, net
$
(3,762
)
 
$
(4,057
)
 
$
(14,564
)
 
$
(12,502
)
Acquisition-related (benefit) expense, net
(344
)
 
566

 
(1,589
)
 
2,708

Loss from operations
(3,418
)
 
(4,623
)
 
(12,975
)
 
(15,210
)
Total Company
 

 
 

 
 

 
 

Income from operations before acquisition-related (benefit) expense, net
$
2,228

 
$
3,978

 
$
22,689

 
$
26,297

Acquisition-related (benefit) expense, net
(1,642
)
 
978

 
(3,037
)
 
(1,530
)
Income from operations
3,870

 
3,000

 
25,726

 
27,827


























Mistras Group, Inc. and Subsidiaries
Unaudited Summary Cash Flow Information
(in thousands)

 
Nine months ended February 28,
 
2015
 
2014
 
 
Net cash provided by (used in):
 

 
 

Operating Activities
$
34,317

 
$
22,589

Investing Activities
(46,433
)
 
(30,261
)
Financing Activities
15,511

 
11,251

Effect of exchange rate changes on cash
(30
)
 
(1,431
)
Net change in cash and cash equivalents
$
3,365

 
$
2,148

 
 
 
 







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



 
Three Months Ended 
 February 28,
 
Nine Months Ended 
 February 28,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
EBITDA and Adjusted EBITDA
 

 
 

 
 
 
 
Net Income
$
1,768

 
$
1,224

 
$
13,851

 
$
16,143

Less: net income attributable to noncontrolling interests, net of taxes
49

 
(23
)
 
59

 
(44
)
Net income attributable to Mistras Group, Inc.
$
1,817

 
$
1,201

 
$
13,910

 
$
16,099

Interest expense
1,161

 
792

 
3,418

 
2,309

Provision for income taxes
941

 
984

 
8,457

 
9,375

Depreciation and amortization
8,114

 
7,300

 
24,779

 
20,850

EBITDA
$
12,033

 
$
10,277

 
$
50,564

 
$
48,633

Share-based compensation expense
599

 
1,266

 
4,856

 
4,013

Acquisition-related expense, net
(1,642
)
 
978

 
(3,037
)
 
(1,530
)
Adjusted EBITDA
$
10,990

 
$
12,521

 
$
52,383

 
$
51,116

 
 
 
 
 
 
 
 









Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of
Net Income (GAAP) and Diluted Earnings Per Share (GAAP) to
Net Income Excluding Acquisition-related Items (non-GAAP)
and Diluted EPS Excluding Acquisition-related Items (non-GAAP)
(in thousands)

 
Three Months Ended 
 February 28,
 
Nine Months Ended 
 February 28,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Net income (GAAP)
$
1,768

 
$
1,224

 
$
13,851

 
$
16,143

Acquisition-related (benefit) expense, net of tax
(1,554
)
 
597

 
(2,697
)
 
(1,158
)
Net Income Excluding Acquisition-related Items (non-GAAP)
$
214

 
$
1,821

 
$
11,154

 
$
14,985

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted earnings per common share (GAAP)
$
0.06

 
$
0.04

 
$
0.47

 
$
0.55

Acquisition-related (benefit) expense, net
(0.05
)
 
0.02

 
(0.09
)
 
(0.04
)
Diluted EPS Excluding Acquisition-related Items (non-GAAP)
$
0.01

 
$
0.06

 
$
0.38

 
$
0.51