EX-99.1 2 a63019exhibit991.htm EXHIBIT 99.1 Exhibit




Exhibit 99.1


MISTRAS Group Announces Second Quarter 2019 Results
Revenue of $201 million, operating income of $15 million and diluted EPS of $0.26

Highlights of the Second Quarter 2019*
Q2 revenue up 5% to $200.6 million
Q2 gross profit up 9% to $60.1 million and gross margin expands 120 basis points to 29.9%
Q2 operating income up 50% to $15.4 million
Q2 net income up 24% to $7.4 million or $0.26 per diluted share
Q2 non-GAAP net income per diluted share up 10% to $0.22
Q2 adjusted EBITDA up 14% to $24.0 million
Q2 cash from operations of $12.9 million and debt repayment of $17.5 million

*- All comparisons are consolidated and versus the equivalent prior year period.

MISTRAS Group, Inc. August 5, 2019 4:01 PM

PRINCETON JUNCTION, N.J., August 5, 2019 (GLOBE NEWSWIRE) - MISTRAS Group, Inc. (MG: NYSE), a leading "one source" global provider of technology-enabled asset protection solutions, reported financial results for its second quarter ended June 30, 2019.

For the second quarter of 2019 compared to the prior year period, consolidated revenues increased 5% to $200.6 million from $191.8 million, consolidated gross profit was up 9% to $60.1 million from $55.1 million, consolidated gross margin expanded by 120 basis points to 29.9% from 28.7%, and operating income increased 50% to $15.4 million from $10.3 million.

Chief Executive Officer Dennis Bertolotti stated, "I am very pleased with our second quarter performance and remain confident in our outlook for the balance of the year. Results in the second quarter picked up as anticipated and were consistent with our expectations. Top and bottom line results improved significantly, both year-over-year and sequentially, reflecting continued market share gains and our strategic focus on increasing returns. Our management of working capital and cash generation program are also achieving significant progress, allowing us to pay down $17.5 million of debt in the second quarter alone, bringing the total year to date 2019 reduction to $20.1 million.”

“We are focused on building a business that is sustainable and responsive to the customers we serve, as our industry and its needs evolve. Our redesigned business model is robust, with gross margins significantly improved both year-over-year and sequentially, due to a better sales mix as well as ongoing efficiency and productivity enhancements. We continue to keep tight control on our overhead cost structure, even as we continue to invest in strengthening our business. We remain a recognized industry leader today and are increasing our current market share, and look to continue expanding in the future.”

“In addition to strength in our core businesses, our recent acquisition is also performing as expected. Onstream has performed well in 2019, with a significant increase in volume in the United States, where we have been successful in gaining traction with MISTRAS’ existing midstream relationships. Onstream is a strong pillar of our overall growth strategy focused on pipeline integrity.”






Our specific performance by certain segments during the quarter was as follows:

Services segment second quarter revenues increased by $13.5 million or 9%. This improvement in the top line was driven by acquisition expansion coupled with organic growth. Services segment gross profit margins improved 210 basis points in the second quarter to 29.3% from 27.2% due to favorable operating leverage.

International segment second quarter revenues decreased by $4.0 million or 10%, primarily due to unfavorable currency translation and the run-off of German staff leasing contracts. Lower revenue led to a slight decrease in the second quarter International segment gross profit margin compared to the year ago quarter.

The Company generated $21.1 million of cash flows from operating activities and $9.1 million of free cash flow in the first half of 2019, compared to $20.1 million and $8.9 million, respectively, in the prior year period.

Adjusted EBITDA was $24.0 million for the second quarter of 2019 compared with $21.1 million in the prior year, an increase of 14% year over year.

The Company’s net debt (total debt less cash and cash equivalents of $12.5 million) was $257.9 million at June 30, 2019, down from $265.1 million at December 31, 2018. The Company’s gross debt has decreased by $20.2 million during 2019, to $270.4 million at June 30, 2019 from $290.6 million at December 31, 2018, due to repayments made by the Company against outstanding borrowings.

In the second quarter of 2019, the Company recorded a recovery of bad debts of $2.7 million on a pre-tax basis.

Guidance for 2019

The Company is reaffirming its guidance for 2019. The Company’s outlook remains as follows:

Total revenues are expected to be between $765 million to $785 million;

Adjusted EBITDA is expected to be between $90 million and $93 million;

Capital expenditures are expected to be up to $25 million; and
Free cash flow is expected to be between $42 million to $45 million.

Mr. Bertolotti concluded, "Our second quarter organic revenue growth, market share gains, expanding margins and improved bottom line results were consistent with our expectations and validate that we are executing to our plan for 2019. Our sequentially improving performance and momentum into the third quarter gives me confidence that we will achieve our outlook for the full year.”

Conference Call
In connection with this release, MISTRAS will hold a conference call on August 6, 2019 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 dial 1-844-832-7227 and use confirmation code 9961057 when prompted. The International dial-in number is 1-224-633-1529. 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 and commercial aerospace





components. 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 or contact Nestor S. Makarigakis, Group Director, Marketing Communications at marcom@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 2018 Annual Report on Form 10-K dated March 15, 2019, 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
In addition to financial information prepared in accordance with generally accepted accounting principles in the U.S. (GAAP), this press release also contains adjusted financial measures that we believe provide investors and management with supplemental information relating to operating performance and trends that facilitate comparisons between periods and with respect to projected information. The term "Adjusted EBITDA" used in this release is a financial measurement not calculated in accordance with GAAP and is defined as net income attributable to MISTRAS Group, Inc. plus: interest expense, provision for income taxes, depreciation and amortization, share-based compensation expense and certain acquisition related costs (including transaction due diligence costs and adjustments to the fair value of contingent consideration), foreign exchange (gain) loss and, if applicable, certain special items which are noted. A reconciliation of Adjusted EBITDA to a financial measurement under GAAP is set forth in a table attached to this press release. In the press release, the Company also uses the term "non-GAAP Net Income,", which is GAAP net income adjusted for certain items management believes are unusual and non-recurring. In the tables attached is a table reconciling "Net Income (GAAP)" to "Net Income Excluding Special Items (non-GAAP), which reconciles the non-GAAP amount to a GAAP measurement. In addition, the Company has also included in the attached tables non-GAAP measurement” “Segment and Total Company Income Before Special Items”, reconciling these measurements to financial measurements under GAAP. The Company uses the term “free cash flow”, a non-GAAP measurement th





e Company defines as cash provided by operating activities less capital expenditures (which is classified as an investing activity). The Company also uses the term “net debt”, a non-GAAP measurement defined as the sum of the current and long-term portions of long-term debt, less cash and cash equivalents.







Mistras Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
 
 
 
(unaudited)
 
 
 
 
June 30, 2019
 
December 31, 2018
ASSETS
 
 

 
 

Current Assets
 
 

 
 

Cash and cash equivalents
 
$
12,501

 
$
25,544

Accounts receivable, net
 
155,043

 
148,324

Inventories
 
13,685

 
13,053

Prepaid expenses and other current assets
 
16,765

 
15,870

Total current assets
 
197,994

 
202,791

Property, plant and equipment, net
 
95,442

 
93,895

Intangible assets, net
 
107,753

 
111,395

Goodwill
 
283,017

 
279,259

Deferred income taxes
 
2,882

 
1,930

Other assets
 
46,385

 
4,767

Total assets
 
$
733,473

 
$
694,037

LIABILITIES AND EQUITY
 
 

 
 

Current Liabilities
 
 

 
 

Accounts payable
 
$
18,840

 
$
13,863

Accrued expenses and other current liabilities
 
82,897

 
73,895

Current portion of long-term debt
 
7,056

 
6,833

Current portion of finance lease obligations
 
3,680

 
3,922

Income taxes payable
 
2,497

 
1,958

Total current liabilities
 
114,970

 
100,471

Long-term debt, net of current portion
 
263,381

 
283,787

Obligations under finance leases, net of current portion
 
9,826

 
9,075

Deferred income taxes
 
25,041

 
23,148

Other long-term liabilities
 
38,976

 
6,482

Total liabilities
 
452,194

 
422,963

Commitments and contingencies
 
 
 
 
Equity
 
 

 
 

Preferred stock, 10,000,000 shares authorized
 

 

Common stock, $0.01 par value, 200,000,000 shares authorized, 28,685,486 and 28,562,608 shares issued
 
286

 
285

Additional paid-in capital
 
228,883

 
226,616

Retained earnings
 
73,691

 
71,553

Accumulated other comprehensive loss
 
(21,777
)
 
(27,557
)
Total Mistras Group, Inc. stockholders’ equity
 
281,083

 
270,897

Non-controlling interests
 
196

 
177

Total equity
 
281,279

 
271,074

Total liabilities and equity
 
$
733,473

 
$
694,037








Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Income
(in thousands, except per share data)
 
 
Three months ended
 
Six months ended
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
 
 

 
 

 
 
 
 
Revenue
$
200,616

 
$
191,793

 
$
377,403

 
$
379,423

Cost of revenue
135,063

 
131,084

 
257,480

 
264,872

Depreciation
5,482

 
5,626

 
10,978

 
11,323

Gross profit
60,071

 
55,083

 
108,945

 
103,228

Selling, general and administrative expenses
41,923

 
41,267

 
83,686

 
80,301

Bad debt provision for troubled customers, net of recoveries
(2,693
)
 

 
2,798

 

Pension withdrawal expense

 

 
534

 

Research and engineering
754

 
913

 
1,611

 
1,669

Depreciation and amortization
4,119

 
2,965

 
8,291

 
5,916

Acquisition-related expense (benefit), net
549

 
(366
)
 
1,002

 
(1,360
)
Income from operations
15,419

 
10,304

 
11,023

 
16,702

Interest expense
3,579

 
1,895

 
7,106

 
3,686

Income before provision for income taxes
11,840

 
8,409

 
3,917

 
13,016

Provision for income taxes
4,397

 
2,409

 
1,760

 
4,096

Net income
7,443

 
6,000

 
2,157

 
8,920

Less: net income attributable to non-controlling interests, net of taxes
12

 

 
19

 
12

Net income attributable to Mistras Group, Inc.
$
7,431

 
$
6,000

 
$
2,138

 
$
8,908

Earnings per common share:
 

 
 

 
 
 
 
Basic
$
0.26

 
$
0.21

 
$
0.07

 
$
0.31

Diluted
$
0.26

 
$
0.20

 
$
0.07

 
$
0.30

Weighted average common shares outstanding:
 

 
 

 
 
 
 
Basic
28,657

 
28,346

 
28,616

 
28,325

Diluted
28,862

 
29,334

 
28,918

 
29,349







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

 
Three months ended
 
Six months ended
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
Revenues
 

 
 

 
 
 
 
Services
$
161,210

 
$
147,718

 
$
301,507

 
$
293,313

International
37,090

 
41,111

 
72,252

 
79,567

Products and Systems
4,269

 
5,386

 
7,701

 
11,570

Corporate and eliminations
(1,953
)
 
(2,422
)
 
(4,057
)
 
(5,027
)
 
$
200,616

 
$
191,793

 
$
377,403

 
$
379,423

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended
 
Six months ended
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
Gross profit
 

 
 

 
 
 
 
Services
$
47,208

 
$
40,127

 
$
84,573

 
$
74,837

International
11,058

 
12,689

 
21,418

 
23,396

Products and Systems
1,825

 
2,213

 
3,064

 
5,103

Corporate and eliminations
(20
)
 
54

 
(110
)
 
(108
)
 
$
60,071

 
$
55,083

 
$
108,945

 
$
103,228







Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of
Segment and Total Company Income from Operations (GAAP) to Income before Special Items (non-GAAP)
(in thousands)

 
Three months ended
 
Six months ended
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
Services:
 

 
 

 
 
 
 
Income from operations (GAAP)
$
20,905

 
$
16,328

 
$
24,958

 
$
28,603

Bad debt provision for troubled customers, net of recoveries
(1,977
)
 

 
2,778

 

Pension withdrawal expense

 

 
534

 

Reorganization and other costs
77

 

 
77

 

Acquisition-related expense (benefit), net
397

 
43

 
702

 
(990
)
Income before special items (non-GAAP)
19,402

 
16,371

 
29,049

 
27,613

International:
 

 
 

 
 

 
 

Income from operations (GAAP)
2,450

 
2,455

 
2,234

 
3,375

Reorganization and other costs
107

 
492

 
265

 
581

Acquisition-related expense (benefit), net

 
(409
)
 

 
(409
)
Bad debt provision for troubled customers, net of recoveries
(716
)
 

 
20

 

Income before special items (non-GAAP)
1,841

 
2,538

 
2,519

 
3,547

Products and Systems:
 

 
 

 
 

 
 

Loss from operations (GAAP)
(405
)
 
(656
)
 
(1,733
)
 
(384
)
Reorganization and other costs

 
29

 

 
29

Loss before special items (non-GAAP)
(405
)
 
(627
)
 
(1,733
)
 
(355
)
Corporate and Eliminations:
 

 
 

 
 

 
 

Loss from operations (GAAP)
(7,531
)
 
(7,823
)
 
(14,436
)
 
(14,892
)
Reorganization and other costs

 

 
60

 

Acquisition-related expense, net
152

 

 
300

 
39

Loss before special items (non-GAAP)
(7,379
)
 
(7,823
)
 
(14,076
)
 
(14,853
)
Total Company:
 

 
 

 
 

 
 

Income from operations (GAAP)
$
15,419

 
$
10,304

 
$
11,023

 
$
16,702

Pension withdrawal expense

 

 
534

 

Bad debt provision for troubled customers, net of recoveries
(2,693
)
 

 
2,798

 

Reorganization and other costs
184

 
521

 
402

 
610

Acquisition-related expense (benefit), net
549

 
(366
)
 
1,002

 
(1,360
)
Income before special items (non-GAAP)
$
13,459

 
$
10,459

 
$
15,759

 
$
15,952








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

 
Six months ended
 
June 30, 2019
 
June 30, 2018
Net cash provided by (used in):
 

 
 

Operating activities
$
21,105

 
$
20,095

Investing activities
(11,048
)
 
(10,287
)
Financing activities
(23,139
)
 
(19,258
)
Effect of exchange rate changes on cash
39

 
(561
)
Net change in cash and cash equivalents
$
(13,043
)
 
$
(10,011
)

Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of Net Cash Provided by Operating Activities (GAAP) to Free Cash Flow (non-GAAP)
(in thousands)

 
Six months ended
 
June 30, 2019
 
June 30, 2018
GAAP: Net cash provided by operating activities
$
21,105

 
$
20,095

Less:
 
 
 
    Purchases of property, plant and equipment
(11,562
)
 
(10,963
)
    Purchases of intangible assets
(441
)
 
(265
)
non-GAAP: Free cash flow
$
9,102

 
$
8,867








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



 
Three months ended
 
Six months ended
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
 
 
 
 
 
 
Net income
$
7,443

 
$
6,000

 
$
2,157

 
$
8,920

Less: net income attributable to non-controlling interests, net of taxes
12

 

 
19

 
12

Net income attributable to Mistras Group, Inc.
$
7,431

 
$
6,000

 
$
2,138

 
$
8,908

Interest expense
3,579

 
1,895

 
7,106

 
3,686

Provision for income taxes
4,397

 
2,409

 
1,760

 
4,096

Depreciation and amortization
9,601

 
8,591

 
19,269

 
17,239

Share-based compensation expense
1,511

 
1,703

 
2,867

 
2,829

Acquisition-related expense (benefit), net
549

 
(366
)
 
1,002

 
(1,360
)
Reorganization and other related costs
184

 
521

 
402

 
610

Pension withdrawal expense

 

 
534

 

Bad debt provision for troubled customers, net of recoveries
(2,693
)
 

 
2,798

 

Foreign exchange (gain) loss
(568
)
 
338

 
(1,198
)
 
389

Adjusted EBITDA
$
23,991

 
$
21,091

 
$
36,678

 
$
36,397







Mistras Group, Inc. and Subsidiaries
Unaudited Reconciliation of
Net Income (GAAP) and Diluted EPS (GAAP) to Net Income Excluding Special Items (non-GAAP)
and Diluted EPS Excluding Special Items (non-GAAP)
(in thousands, except per share data)


 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2019 (1)
 
2018 (2)
 
2019 (1)
 
2018 (2)
Net income attributable to Mistras Group, Inc. (GAAP)
 
$
7,431

 
$
6,000

 
$
2,138

 
$
8,908

Special items, net of tax
 
(1,274
)
 
110

 
3,031

 
(532
)
Net income attributable to Mistras Group, Inc. Excluding Special Items (non-GAAP)
 
$
6,157

 
$
6,110

 
$
5,169

 
$
8,376

 
 
 
 
 
 
 
 
 
Diluted EPS (GAAP)
 
$
0.26

 
$
0.20

 
$
0.07

 
$
0.30

Special items, net of tax
 
(0.04
)
 

 
0.10

 
(0.02
)
Diluted EPS Excluding Special Items (non-GAAP)
 
$
0.22

 
$
0.20

 
$
0.17

 
$
0.28


(1) The Company's tax effect on special items was calculated utilizing the Company's effective tax rate, exclusive of discrete items, for the three and six months ended June 30, 2019, which was 35% and 36% respectively.

(2) The Company modified the prior year tax effect on special items to be consistent with the current year methodology. The effective tax rate for the three and six months ended June 30, 2018, exclusive of discrete items, was 29% for both periods. The impact of this change on the three months ended June 30, 2018 was approximately $0.1 million and $0.01 per diluted share and on the six months ended June 30, 2018 was $0.1 million and no impact per diluted share.