10-Q 1 mg201833110q.htm 10-Q Document

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2018
 
Or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period to
 
Commission file number 001- 34481
 
 
Mistras Group, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
22-3341267
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
195 Clarksville Road
Princeton Junction, New Jersey
 
08550
(Address of principal executive offices)
 
(Zip Code)
 
(609) 716-4000

(Registrant’s telephone number, including area code) 
 
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
ý Yes  o No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
ý Yes  o No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
 
Accelerated filer x
Non-accelerated filer o
 
Smaller reporting company o
(Do not check if a smaller reporting company)
 
Emerging Growth Company o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes  ý No
 
As of May 2, 2018, the registrant had 28,334,217 shares of common stock outstanding.
 
 
 
 
 



TABLE OF CONTENTS
 
 
PAGE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

i

PART I—FINANCIAL INFORMATION
 
ITEM 1.                           Financial Statements
 


Mistras Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
 
(unaudited)
 
 
 
March 31, 2018
 
December 31, 2017
ASSETS
 

 
 

Current Assets
 

 
 

Cash and cash equivalents
$
33,132

 
$
27,541

Accounts receivable, net
138,858

 
138,080

Inventories
11,008

 
10,503

Prepaid expenses and other current assets
18,200

 
18,884

Total current assets
201,198

 
195,008

Property, plant and equipment, net
88,033

 
87,143

Intangible assets, net
62,465

 
63,739

Goodwill
202,100

 
203,438

Deferred income taxes
1,632

 
1,606

Other assets
4,813

 
3,507

Total assets
$
560,241

 
$
554,441

LIABILITIES AND EQUITY
 

 
 

Current Liabilities
 

 
 

Accounts payable
$
9,737

 
$
10,362

Accrued expenses and other current liabilities
60,302

 
65,561

Current portion of long-term debt
2,001

 
2,358

Current portion of capital lease obligations
5,202

 
5,875

Income taxes payable
5,528

 
6,069

Total current liabilities
82,770

 
90,225

Long-term debt, net of current portion
172,460

 
164,520

Obligations under capital leases, net of current portion
8,164

 
8,738

Deferred income taxes
9,144

 
8,803

Other long-term liabilities
11,339

 
11,363

Total liabilities
283,877

 
283,649

Commitments and contingencies


 


Equity
 

 
 

Preferred stock, 10,000,000 shares authorized
—

 
—

Common stock, $0.01 par value, 200,000,000 shares authorized, 28,313,744 and 28,294,968 shares issued
282

 
282

Additional paid-in capital
223,576

 
222,425

Retained earnings
67,624

 
64,717

Accumulated other comprehensive loss
(15,305
)
 
(16,805
)
Total Mistras Group, Inc. stockholders’ equity
276,177

 
270,619

Non-controlling interests
187

 
173

Total equity
276,364

 
270,792

Total liabilities and equity
$
560,241

 
$
554,441

 
The accompanying notes are an integral part of these condensed consolidated financial statements.


1

Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Income
(in thousands, except per share data)
 
Three months ended
 
 
March 31, 2018
 
March 31, 2017
 
 
 

 
 

 
Revenue
$
187,630

 
$
163,318

 
Cost of revenue
133,787

 
115,002

 
Depreciation
5,698

 
5,163

 
Gross profit
48,145

 
43,153

 
Selling, general and administrative expenses
39,034

 
37,302

 
Research and engineering
756

 
643

 
Depreciation and amortization
2,950

 
2,502

 
Acquisition-related expense (benefit), net
(994
)
 
(544
)
 
Income from operations
6,399

 
3,250

 
Interest expense
1,792

 
1,018

 
Income before provision for income taxes
4,607

 
2,232

 
Provision for income taxes
1,688

 
534

 
Net income
2,919

 
1,698

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

 
6

 
Net income attributable to Mistras Group, Inc.
$
2,907

 
$
1,692

 
Earnings per common share:
 

 
 

 
Basic
$
0.10

 
$
0.06

 
Diluted
$
0.10

 
$
0.06

 
Weighted average common shares outstanding:
 

 
 

 
Basic
28,304

 
28,687

 
Diluted
29,362

 
29,905

 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.


2

Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Comprehensive Income
(in thousands)
 
 
Three months ended
 
March 31, 2018
 
March 31, 2017
 
 
 
 
Net income
$
2,919

 
$
1,698

Other comprehensive income:
 

 
 

Foreign currency translation adjustments
1,500

 
1,450

Comprehensive income
4,419

 
3,148

Less: comprehensive income attributable to non-controlling interest
14

 
6

Comprehensive income attributable to Mistras Group, Inc.
$
4,405

 
$
3,142

 
The accompanying notes are an integral part of these condensed consolidated financial statements.


3

Mistras Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands) 
 
Three months ended
 
March 31, 2018
 
March 31, 2017
 
 
 
 
Cash flows from operating activities
 

 
 

Net income
$
2,919

 
$
1,698

Adjustments to reconcile net income to net cash provided by operating activities
 

 
 

Depreciation and amortization
8,648

 
7,665

Deferred income taxes
260

 
(86
)
Share-based compensation expense
1,126

 
1,724

Bad debt provision for unexpected customer bankruptcy
—

 
1,200

Fair value adjustments to contingent consideration
(1,033
)
 
(625
)
Other
(122
)
 
(147
)
Changes in operating assets and liabilities, net of effect of acquisitions
 

 
 
Accounts receivable
(15
)
 
6,161

Inventories
(468
)
 
(585
)
Prepaid expenses and other assets
(437
)
 
1,716

Accounts payable
(732
)
 
2,478

Accrued expenses and other liabilities
(3,703
)
 
(7,053
)
Income taxes payable
(625
)
 
(733
)
Net cash provided by operating activities
5,818

 
13,413

Cash flows from investing activities
 

 
 

Purchase of property, plant and equipment
(5,182
)
 
(3,416
)
Purchase of intangible assets
(165
)
 
(376
)
Acquisition of businesses, net of cash acquired
—

 
(4,500
)
Proceeds from sale of equipment
575

 
155

Net cash used in investing activities
(4,772
)
 
(8,137
)
Cash flows from financing activities
 

 
 

Repayment of capital lease obligations
(1,630
)
 
(1,643
)
Proceeds from borrowings of long-term debt
371

 
917

Repayment of long-term debt
(834
)
 
(663
)
Proceeds from revolver
18,600

 
20,900

Repayment of revolver
(10,700
)
 
(10,800
)
Payment of contingent consideration for business acquisitions
(1,503
)
 
(51
)
Purchases of treasury stock
—

 
(6,000
)
Taxes paid related to net share settlement of share-based awards
(43
)
 
(41
)
Proceeds from exercise of stock options
—

 
234

Net cash provided by financing activities
4,261

 
2,853

Effect of exchange rate changes on cash and cash equivalents
284

 
309

Net change in cash and cash equivalents
5,591

 
8,438

Cash and cash equivalents at beginning of period
27,541

 
19,154

Cash and cash equivalents at end of period
$
33,132

 
$
27,592

Supplemental disclosure of cash paid
 

 
 

Interest
$
1,590

 
$
967

Income taxes
$
2,136

 
$
1,057

Noncash investing and financing
 

 
 

Equipment acquired through capital lease obligations
$
587

 
$
667

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)








1.                                      Description of Business and Basis of Presentation
 
Description of Business
 
Mistras Group, Inc. and subsidiaries ("the Company") is a leading “one source” global provider of technology-enabled asset protection solutions used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure. The Company combines industry-leading products and technologies, expertise in mechanical integrity (MI), non-destructive testing (NDT) and mechanical services and proprietary data analysis software to deliver a comprehensive portfolio of customized solutions, ranging from routine inspections to complex, plant-wide asset integrity assessments and management. These mission critical solutions enhance customers’ ability to extend the useful life of their assets, increase productivity, minimize repair costs, comply with governmental safety and environmental regulations, manage risk and avoid catastrophic disasters. The Company serves a global customer base of companies with asset-intensive infrastructure, including companies in the oil and gas, fossil and nuclear power, alternative and renewable energy, public infrastructure, chemicals, commercial aerospace and defense, transportation, primary metals and metalworking, pharmaceutical/biotechnology and food processing industries and research and engineering institutions.
 
Basis of Presentation
 
The condensed consolidated financial statements contained in this report are unaudited. In the opinion of management, the condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods of the fiscal years ending December 31, 2018 and 2017. Certain items included in these statements are based on management’s estimates. Actual results may differ from those estimates. The results of operations for any interim period are not necessarily indicative of the results expected for the year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the notes to the audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K (“2017 Annual Report”) for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on March 14, 2018.
 
Principles of Consolidation
 
The accompanying unaudited condensed consolidated financial statements include the accounts of Mistras Group, Inc. and its wholly and majority-owned subsidiaries. For subsidiaries in which the Company’s ownership interest is less than 100%, the non-controlling interests are reported in stockholders’ equity in the accompanying condensed consolidated balance sheets. The non-controlling interests in net income, net of tax, is classified separately in the accompanying condensed consolidated statements of income. All significant intercompany accounts and transactions have been eliminated in consolidation.
 
Reclassification

Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have a material effect on the Company's financial condition or results of operations as previously reported.

Customers

There were no customers that represented 10% of our revenues for the three months ended March 31, 2018. One customer accounted for 11% of our revenues for the three months ended March 31, 2017.

Significant Accounting Policies
 
The Company’s significant accounting policies are disclosed in Note 2 — Summary of Significant Accounting Policies in the 2017 Annual Report. On an ongoing basis, the Company evaluates its estimates and assumptions, including among other things, those related to revenue recognition, valuations of accounts receivable, long-lived assets, goodwill, deferred tax assets and uncertain tax positions. Since the date of the 2017 Annual Report, there have been no material changes to the Company's significant accounting policies.


5

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)






Income Taxes

On December 22, 2017, the United States enacted fundamental changes to federal tax law following the passage of the Tax Cuts and Jobs Act (the “Tax Act”). This was a complex and significant change to the U.S. corporate tax system. We were required to account for certain aspects of the Tax Act in our financial statements for the period ended December 31, 2017, including the impact of the Tax Act on existing deferred tax balances and the one-time transition tax on foreign earnings (the “transition tax”). The Company is applying the guidance in SAB 118 in accounting for the enactment date effects of the Tax Act. At December 31, 2017, the Company made a provisional estimate of the transition tax as well as existing deferred balances. As discussed below, the Company has not completed its accounting for the tax effects of the Tax Act as of March 31, 2018. Our financial statements for the period ended March 31, 2018 reflect provisions of the Tax Act effective for periods beginning after December 31, 2017, which includes the reduced federal corporate tax rate of 21%, adjustments made to executive compensation and meals and entertainment rules, and the global intangible low-taxes income (“GILTI”) and foreign derived intangible income (“FDII”) provisions.
The Company’s effective income tax rate was approximately 37% and 24% for the three months ended March 31, 2018 and 2017, respectively. The increase in the income tax rate for the three months ended March 31, 2018 is due to the impact of the GILTI and executive compensation provisions resulting from the passage of the Tax Act, and foreign tax rates different than the current statutory rate. The effective income tax rate for the three months ended March 31, 2017 was lower than the statutory rate for that period due to discrete items.

As of March 31, 2018, the amounts previously recorded for the Tax Act remain provisional related to the transition tax and resulting foreign tax credit, and the effect of the change in the federal corporate rate on the deferred tax assets. The Company has adjusted the Tax Act impact to the deferred tax asset for executive compensation, decreasing the deferred tax asset by approximately $0.4 million due to a change in estimate of 2018 compensation. These estimates may be adjusted as the Company continues to gather and evaluate data and guidance to refine the impact of the Tax Act. The amounts recorded in 2018 for the Tax Act related to the calculations of the GILTI, FDII, executive compensation and meals and entertainment are the Company’s best estimates based on the current data and guidance available. The Company is continuing to evaluate the state tax conformity to the Tax Act, including the GILTI provisions. Due to multiple uncertainties, the Company has not yet determined our accounting policy election with respect to recording deferred taxes for basis differences related to the GILTI provisions or to continue to record as a period cost.

Recent Accounting Pronouncements

In August 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 for all entities by one year. This update is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. ASU 2014-09 became effective for the Company on January 1, 2018. The ASU permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The ASU also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract.

The Company adopted ASU 2014-09 along with the related additional ASU’s on Topic 606 on January 1, 2018, utilizing the cumulative catch-up method. The result of adoption is immaterial to the Company's consolidated financial statements, largely because most of our projects are short-term in nature and billed on a time and material basis. The Company utilized a practical expedient that provides for revenue to be recognize in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. See Note 2 for the Company's additional required disclosures under Topic 606.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This amendment supersedes previous accounting guidance (Topic 840) and requires all leases, with the exception of leases with a term of 12 months or less, to be recorded on the balance sheet as lease assets and lease liabilities. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2018, with early adoption permitted. The standard requires lessees and lessors to

6

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)






recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is evaluating the effect that ASU 2016-02 will have on its condensed consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230). This amendment will provide guidance on the presentation and classification of specific cash flow items to improve consistency within the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted. ASU 2016-15 did not have a material impact on the Company's condensed consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350). This amendment eliminates Step Two of the goodwill impairment test. Under the amendments in this update, entities should perform the annual goodwill impairment test by comparing the carrying value of its reporting units to their fair value. An entity should record an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Tax deductibility of goodwill should be considered in evaluating any reporting unit's impairment loss to be taken. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company early adopted ASU 2017-04 in the third quarter of 2017 for its condensed consolidated financial statements and related disclosures.

In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. This amendment provides guidance concerning which changes to the terms or conditions of a share-based payment require an entity to apply modification accounting. Certain changes to stock awards, notably administrative changes, do not require modification accounting. There are three specific criteria that need to be met in order to prove that modification accounting is not required. ASU 2017-09 is effective for fiscal years, and interim period within those fiscal years, beginning after December 15, 2017, with early adoption permitted. ASU 2017-09 did not have any impact on the Company's condensed consolidated financial statements and related disclosures.

In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the "Tax Act"). SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. The Company considers the accounting for the Tax Act to be provisional as of December 31, 2017. The Company will complete the accounting for the tax effects of all of the provisions of the Tax Act within the required measurement period not to extend beyond one year from the enactment date.

2. Revenue

The majority of our revenue is derived from providing services on a time and material basis and are short-term in nature. We account for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which we adopted on January 1, 2018, using the cumulative catch-up transition method. The adoption of ASC Topic 606 did not impact the Company's condensed consolidated financial statements.
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606.  A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company provides highly integrated and bundled inspection services to its customers. Some of our contracts have multiple performance obligations, most commonly due to the contract providing both goods and services. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is a relative selling price based on price lists.

7

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)






Contract modifications are not routine in the performance of our contracts. Generally, when contracts are modified, the modification is to account for changes in scope to the goods and services that are provided. In most instances, contract modifications are for goods or services that are distinct, and, therefore, are accounted for as a separate contract.

Our performance obligations are satisfied over time as work progresses or at a point in time. The majority of our revenue recognized over time as work progresses is related to our service deliverables, which includes providing testing, inspection and mechanical services to our customers. Revenue is recognized over time based on time and material incurred to date which best portrays the transfer of control to the customer. The Company also utilizes an available practical expedient that provides for revenue to be recognized in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. Fixed fee arrangements are determined based on expected labor, material, and overhead to be consumed on fulfillment of such services. Revenue is recognized on a cost-to-cost method tracked on an input basis.

The majority of our revenue recognized at a point in time is related to product sales when the customer obtains control of the asset, which is generally upon shipment to the customer. Contract costs include labor, material and overhead.

The Company expects any significant remaining performance obligations to be satisfied within one year.

Contract Estimates

The majority of our revenues are short-term in nature. We do have Master Service Agreements (MSA’s) that are long-term for the relationships with our customers, but these represent an overall frame work and terms of contract when the Company and the customer do agree upon services or products to be provided. The actual contracting to provide services or furnish products are triggered by a work order, purchase order, and some similar document issued pursuant to a MSA which sets for the scope of services and/or identifies the products to be provided. From time-to-time, the Company may enter into long-term contracts, which can range from several months to several years, revenue is recognized as work is performed based on total costs or total labor dollars incurred to date in relation to the total estimated costs or total labor dollars estimated at completion. This includes contract estimates of costs to be incurred for the performance of the contract. Cost estimation is based upon the professional knowledge and experience of our project managers, engineers and financial professionals. Factors that are considered in estimating the work to be completed include the availability of materials, the effect of any delays in our project performance and the recoverability of any claims. Whenever revisions of estimates, contract costs and/or contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period.

Revenue by Category

The following series of tables presents our disaggregated revenues:

Revenue by industry was as follows:
Three months ended March 31, 2018
Services
 
International
 
Products
 
Corp/Elim
 
Total
Oil & Gas
$
103,290

 
$
8,108

 
$
563

 
$
—

 
$
111,961

Aerospace & Defense
12,457

 
14,465

 
667

 
—

 
27,589

Industrials
11,717

 
6,400

 
540

 
—

 
18,657

Power generation & Transmission
6,359

 
720

 
1,556

 
—

 
8,635

Other Process Industries
5,407

 
1,790

 
5

 
—

 
7,202

Infrastructure, Research & Engineering
2,180

 
2,519

 
500

 
—

 
5,199

Other
4,185

 
4,454

 
2,353

 
(2,605
)
 
8,387

Total
$
145,595

 
$
38,456

 
$
6,184

 
$
(2,605
)
 
$
187,630


Revenue per key geographic location was as follows:

8

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)






Three months ended March 31, 2018
Services
 
International
 
Products
 
Corp/Elim
 
Total
United States
$
123,562

 
$
267

 
$
3,258

 
$
(1,097
)
 
$
125,990

Other Americas
21,783

 
1,902

 
81

 
(253
)
 
23,513

Europe
155

 
34,219

 
1,120

 
(1,226
)
 
34,268

Asia-Pacific
95

 
2,068

 
1,725

 
(29
)
 
3,859

Total
$
145,595

 
$
38,456

 
$
6,184

 
$
(2,605
)
 
$
187,630


Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the condensed consolidated balance sheet. Amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, generally at periodic intervals (e.g., biweekly or monthly). Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, we sometimes receive advances or deposits from our customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the condensed consolidated balance sheet on a contract-by-contract basis at the end of each reporting period.
Revenue recognized in 2018, that was included in the contract liability balance at the beginning of the year was $1.8 million. Changes in the contract asset and liability balances during the year ended December 31, 2017, were not materially impacted by any other factors. The Company has elected to utilize a practical expedient to expense incremental costs incurred related to obtaining a contract. The Company’s expenses would be expected to be amortized over a period less than one year.

3.                                      Share-Based Compensation
 
The Company has share-based incentive awards outstanding to its eligible employees and non-employee directors under three equity incentive plans: (i) the 2007 Stock Option Plan (the "2007 Plan"), (ii) the 2009 Long-Term Incentive Plan (the "2009 Plan") and (iii) the 2016 Long-Term Incentive Plan (the "2016 Plan"). No further awards may be granted under the 2007 and 2009 Plans, although awards granted under the 2007 and 2009 Plans remain outstanding in accordance with their terms. Awards granted under the 2016 Plan may be in the form of stock options, restricted stock units and other forms of share-based incentives, including performance restricted stock units, stock appreciation rights and deferred stock rights.
 
Stock Options
 
For the three months ended March 31, 2018 and 2017, the Company did not recognize any share-based compensation expense related to stock option awards, as all outstanding stock options awards are fully vested.

No unrecognized compensation costs remained related to stock option awards as of March 31, 2018.
 
No stock options were granted during the three months ended March 31, 2018 and March 31, 2017.

The following table sets forth a summary of the stock option activity, weighted average exercise prices and options outstanding as of March 31, 2018 and March 31, 2017.

9

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)






 
For the three months ended March 31,
 
2018
 
2017
 
Common
Stock
Options
 
Weighted
Average
Exercise
Price
 
Common
Stock
Options
 
Weighted
Average
Exercise
Price
Outstanding at beginning of period:
2,130

 
$
13.43

 
2,167

 
$
13.33

Granted
—

 
$
—

 
—

 
$
—

Exercised
—

 
$
—

 
(30
)
 
$
7.67

Expired or forfeited
—

 
$
—

 
—

 
$
—

Outstanding at end of period:
2,130

 
$
13.43

 
2,137

 
$
13.41

 
Restricted Stock Unit Awards
 
For the three months ended March 31, 2018 and March 31, 2017, the Company recognized share-based compensation expense related to restricted stock unit awards of $0.8 million and $1.1 million, respectively. As of March 31, 2018, there was $10.4 million of unrecognized compensation costs, net of estimated forfeitures, related to restricted stock unit awards, which are expected to be recognized over a remaining weighted average period of 2.9 years.
 
During the first three months of 2018 and 2017, the Company granted approximately 10,000 and 9,000 shares, respectively, of fully-vested common stock to its five non-employee directors, as provided for under the Company's non-employee director compensation plan. These shares had grant date fair values of $0.2 million for each respective period, which was recorded as share-based compensation expense during the three months ended March 31, 2018 and March 31, 2017, respectively.
 
During the first three months of 2018 and 2017, approximately 4,000 and 5,000 restricted stock units vested for each period, respectively. The fair value of these units was $0.1 million for each respective period. Upon vesting, restricted stock units are generally net share-settled to cover the required minimum withholding tax and the remaining amount is converted into an equivalent number of shares of common stock.

A summary of the Company's outstanding, non-vested restricted share units is presented below:

 
For the three months ended March 31,
 
2018
 
2017
 
Units
 
Weighted
Average
Grant-Date
Fair Value
 
Units
 
Weighted
Average
Grant-Date
Fair Value
Outstanding at beginning of period:
532

 
$
21.05

 
569

 
$
20.81

Granted
211

 
$
19.20

 
—

 
$
—

Released
(4
)
 
$
24.08

 
(5
)
 
$
24.09

Forfeited
(16
)
 
$
19.82

 
(3
)
 
$
21.31

Outstanding at end of period:
723

 
$
20.52

 
561

 
$
20.78


 
Performance Restricted Stock Units

The Company maintains Performance Restricted Stock Units (PRSUs) that have been granted to select executives and senior officers whose ultimate payout is based on the Company’s performance over a one-year period based on three metrics, as defined: (1) Operating Income, (2) Adjusted EBITDAS and (3) Revenue. There also is a discretionary portion of the PRSUs based on individual performance, at the discretion of the Compensation Committee (Discretionary PRSUs). PRSUs and Discretionary PRSUs generally vest ratably on each of the first four anniversary dates upon completion of the performance period, for a total requisite service period of up to five years and have no dividend rights.

10

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)







PRSUs are equity-classified and compensation costs are initially measured using the fair value of the underlying stock at the date of grant, assuming that the target performance conditions will be achieved. Compensation costs related to the PRSUs are subsequently adjusted for changes in the expected outcomes of the performance conditions.

Discretionary PRSUs are liability-classified and adjusted to fair value (with a corresponding adjustment to compensation expense) based upon the targeted number of shares to be awarded and the fair value of the underlying stock each reporting period until approved by the Compensation Committee, at which point they are classified as equity.

A summary of the Company's Performance Restricted Stock Unit activity is presented below:

 
For the three months ended March 31
 
2018
 
2017
 
Units
 
Weighted
Average
Grant-Date
Fair Value
 
Units
 
Weighted
Average
Grant-Date
Fair Value
Outstanding at beginning of period:
278

 
$
17.00

 
290

 
$
16.01

Granted
123

 
$
19.46

 
—

 
$
—

Performance condition adjustments
5

 
$
18.36

 
(3
)
 
$
23.30

Released
—

 
$
—

 
—

 
$
—

Forfeited
(12
)
 
$
16.16

 
—

 
$
—

Outstanding at end of period:
394

 
$
17.71

 
287

 
$
15.83



During the three months ended March 31, 2018 and March 31, 2017, the Compensation Committee approved the awards for calendar year 2017 and the seven-month transition period ending December 31, 2016, respectively. As a result, the calendar year 2017 PRSUs increased by approximately 5,000 units and the seven month transition period PRSUs reduced by approximately 3,000 units.

As of March 31, 2018, the liability related to Discretionary PRSUs was less than $0.1 million and is classified within accrued expenses and other current liabilities on the condensed consolidated balance sheet.

For the three months ended March 31, 2018 and March 31, 2017, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.1 million and $0.4 million, respectively. At March 31, 2018, there was $3.7 million of total unrecognized compensation costs related to approximately 394,000 non-vested performance restricted stock units, which are expected to be recognized over a remaining weighted average period of 2.6 years.

4.                                      Earnings per Share
 
Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, and (2) the dilutive effect of assumed conversion of equity awards using the treasury stock method. With respect to the number of weighted-average shares outstanding (denominator), diluted shares reflects: (i) the exercise of options to acquire common stock to the extent that the options’ exercise prices are less than the average market price of common shares during the period and (ii) the pro forma vesting of restricted stock units.
 
The following table sets forth the computations of basic and diluted earnings per share:
 

11

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)






 
Three months ended
 
March 31, 2018
 
March 31, 2017
 
 
 
 
Basic earnings per share:
 

 
 

Numerator:
 

 
 

Net income attributable to Mistras Group, Inc.
$
2,907

 
$
1,692

Denominator:
 

 
 

Weighted average common shares outstanding
28,304

 
28,687

Basic earnings per share
$
0.10

 
$
0.06

 
 
 
 
Diluted earnings per share:
 

 
 

Numerator:
 

 
 

Net income attributable to Mistras Group, Inc.
$
2,907

 
$
1,692

Denominator:
 

 
 

Weighted average common shares outstanding
28,304

 
28,687

Dilutive effect of stock options outstanding
745

 
879

Dilutive effect of restricted stock units outstanding
313

 
339

 
29,362

 
29,905

Diluted earnings per share
$
0.10

 
$
0.06




12

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)






5.                                      Acquisitions

During the three months ended March 31, 2018, the Company did not complete any acquisitions.

The assets and liabilities of one of the businesses acquired in 2017 were included in the Company's condensed consolidated balance sheet based upon its estimated fair value on the date of acquisition as determined in a preliminary purchase price allocation, using available information and making assumptions management believes are reasonable. The Company is still in the process of completing its valuation of the assets acquired. The results of operations for this acquisition is included in the Services segment's results from the date of acquisition. Goodwill of $36.4 million primarily relates to expected synergies and assembled workforce, which is deductible for tax purposes. Other intangible assets, primarily related to customer relationships and covenants not to compete, were $23.8 million.

During the three months ended March 31, 2017, the Company completed one acquisition, which is located in the U.S., that primarily performs chemical and specialty process services, primarily in the aerospace industry. In this acquisition, the Company acquired the assets of the acquiree in exchange for aggregate consideration of $4.5 million in cash and contingent consideration up to $3.5 million to be earned based upon the acquired business achieving specific performance metrics over the initial three years of operations from the acquisition date. The Company accounted for this transaction in accordance with the acquisition method of accounting for business combinations.

Dispositions

During the fourth quarter of 2017, the Company began the process of marketing one of its subsidiaries in the Products and Systems segment for sale. The Company determined that the classification of being held for sale has been met as of December 31, 2017. For the three months ended March 31, 2018, this subsidiary represented 0.6% of consolidated revenues and income from operations was less than $0.1 million. In the aggregate, the assets and liabilities of this subsidiary represents 0.5% and 0.1% of consolidated assets and liabilities, respectively, and are included in their natural classifications on the consolidated balance sheet as of March 31, 2018.

Acquisition-Related Expense 
 
In the course of its acquisition activities, the Company incurs costs in connection with due diligence, professional fees, and other expenses. Additionally, the Company adjusts the fair value of acquisition-related contingent consideration liabilities on a quarterly basis. These amounts are recorded as acquisition-related expense (benefit), net, on the condensed consolidated statements of income and were as follows for the three months ended March 31, 2018 and 2017:

 
Three months ended March 31,
 
2018
 
2017
Due diligence, professional fees and other transaction costs
$
39

 
$
81

Adjustments to fair value of contingent consideration liabilities
(1,033
)
 
(625
)
Acquisition-related expense (benefit), net
$
(994
)
 
$
(544
)



6.                                      Accounts Receivable, net
 
Accounts receivable consisted of the following:
 

13

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)






 
March 31, 2018
 
December 31, 2017
 
 
 
 
Trade accounts receivable
$
142,472

 
$
141,952

Allowance for doubtful accounts
(3,614
)
 
(3,872
)
Accounts receivable, net
$
138,858

 
$
138,080

 
The Company had $24.4 million and $14.4 million of unbilled revenues accrued as of March 31, 2018 and December 31, 2017, respectively. Unbilled revenues are generally billed in the subsequent quarter to their revenue recognition.



7.                                      Property, Plant and Equipment, net
 
Property, plant and equipment consisted of the following:
 
 
Useful Life
(Years)
 
March 31, 2018
 
December 31, 2017
 
 
 
 
 
 
Land
 
 
$
2,717

 
$
2,414

Buildings and improvements
30-40
 
25,255

 
24,003

Office furniture and equipment
5-8
 
14,820

 
14,230

Machinery and equipment
5-7
 
195,532

 
191,721

 
 
 
238,324

 
232,368

Accumulated depreciation and amortization
 
 
(150,291
)
 
(145,225
)
Property, plant and equipment, net
 
 
$
88,033

 
$
87,143

 
Depreciation expense for the three months ended March 31, 2018 and March 31, 2017 was $6.1 million and $5.5 million, respectively.


8.     Goodwill
 
Changes in the carrying amount of goodwill by segment is shown below:
 
Services
 
International
 
Products and Systems
 
Total
Balance at December 31, 2017
$
165,801

 
$
37,637

 
$
—

 
$
203,438

Goodwill acquired during the period
—

 
—

 
—

 
—

Adjustments to preliminary purchase price allocations
(1,977
)
 
—

 
—

 
(1,977
)
Foreign currency translation
(433
)
 
1,072

 
—

 
639

Balance at March 31, 2018
$
163,391

 
$
38,709

 
$
—

 
$
202,100

 
The Company reviews goodwill for impairment on a reporting unit basis on October 1 of each year and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. As of March 31, 2018, the Company
did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable.

The Company's cumulative goodwill impairment as of March 31, 2018 and December 31, 2017 was $23.1 million, of which $13.2 million related to the Products and Systems segment and $9.9 million related to the International segment.


14

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)






9.                                      Intangible Assets
 
The gross amount, accumulated amortization and net carrying amount of intangible assets were as follows:
 
 
 
 
March 31, 2018
 
December 31, 2017
 
Useful Life
(Years)
 
Gross
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Amount
 
Accumulated
Amortization
 
Impairment
 
Net
Carrying
Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
5-14
 
$
114,545

 
$
(60,037
)
 
$
54,508

 
$
113,299

 
$
(58,107
)
 
$
(170
)
 
$
55,022

Software/Technology
3-15
 
17,319

 
(14,479
)
 
2,840

 
19,523

 
(14,133
)
 
(2,411
)
 
2,979

Covenants not to compete
2-5
 
12,379

 
(10,620
)
 
1,759

 
12,510

 
(10,438
)
 
—

 
2,072

Other
2-12
 
10,068

 
(6,710
)
 
3,358

 
10,109

 
(6,411
)
 
(32
)
 
3,666

Total
 
 
$
154,311

 
$
(91,846
)
 
$
62,465

 
$
155,441

 
$
(89,089
)
 
$
(2,613
)
 
$
63,739

 
Amortization expense for the three months ended March 31, 2018 and March 31, 2017 was $2.5 million and $2.2 million, respectively.

10.                                      Accrued Expenses and Other Current Liabilities
 
Accrued expenses and other current liabilities consisted of the following:
 
 
March 31, 2018
 
December 31, 2017
 
 
 
 
Accrued salaries, wages and related employee benefits
$
27,772

 
$
27,185

Contingent consideration, current portion
807

 
3,430

Accrued workers’ compensation and health benefits
4,563

 
5,181

Deferred revenue
5,956

 
6,338

Legal settlement accrual
—

 
1,600

Other accrued expenses
21,204

 
21,827

Total accrued expenses and other liabilities
$
60,302

 
$
65,561

 
11.                               Long-Term Debt
 
Long-term debt consisted of the following:
 
March 31, 2018
 
December 31, 2017
 
 
 
 
Senior credit facility
$
164,760

 
$
156,948

Notes payable
145

 
228

Other
9,556

 
9,702

Total debt
174,461

 
166,878

Less: Current portion
(2,001
)
 
(2,358
)
Long-term debt, net of current portion
$
172,460

 
$
164,520

 
Senior Credit Facility
 
The Company's revolving credit agreement with its banking group ("Credit Agreement") provides the Company with a $250.0 million revolving line of credit, which, under certain circumstances, can be increased to $300.0 million. The Company may borrow up to $30.0 million in non-U.S. Dollar currencies and use up to $10.0 million of the credit limit for the issuance of letters of credit. The Credit Agreement has a maturity date of December 7, 2022. As of March 31, 2018, the Company had borrowings of $164.8 million and a total of $5.9 million of letters of credit outstanding under the Credit Agreement.

15

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)






 
Loans under the Credit Agreement bear interest at LIBOR plus an applicable LIBOR margin ranging from 1% to 2%, or a base rate less a margin of 1.25% to 0.375%, at the option of the Company, based upon the Company’s Funded Debt Leverage Ratio. Funded Debt Leverage Ratio is defined as the ratio of (1) all outstanding indebtedness for borrowed money and other interest-bearing indebtedness as of the date of determination to (2) EBITDA (which is (a) net income, less (b) income (or plus loss) from discontinued operations and extraordinary items, plus (c) income tax expenses, plus (d) interest expense, plus (e) depreciation, depletion, and amortization (including non-cash loss on retirement of assets), plus (f) stock compensation expense, less (g) cash expense related to stock compensation, plus (h) certain amounts of EBITDA of acquired business for the prior twelve months, plus (i) certain expenses related to the closing of the Credit Agreement, plus (j) non-cash expenses which do not (in the current or any future period) represent a cash item (excluding non-cash gains which increase net income), plus (k) non-recurring charges (not to exceed $5.0 million in the four consecutive fiscal quarters immediately preceding the date of determination) for items such as severance, lease termination charges, asset write-offs and litigation settlements paid during the period, all determined for the period of four consecutive fiscal quarters immediately preceding the date of determination. The Company has the benefit of the lowest margin if its Funded Debt Leverage Ratio is equal to or less than 0.5 to 1, and the margin increases as the ratio increases, to the maximum margin if the ratio is greater than 2.75 to 1. The Company will also bear additional costs for market disruption, regulatory changes effecting the lenders’ funding costs, and default pricing of an additional 2% interest rate margin on any amounts not paid when due. Amounts borrowed under the Credit Agreement are secured by liens on substantially all of the assets of the Company and is guaranteed by some of our subsidiaries.
 
The Credit Agreement contains financial covenants requiring that the Company maintain a Funded Debt Leverage Ratio of no greater than 3.5 to 1 and an Interest Coverage Ratio of at least 3.0 to 1. Interest Coverage Ratio is defined as the ratio, as of any date of determination, of (a) EBITDA for the 12 month period immediately preceding the date of determination, to (b) all interest, premium payments, debt discount, fees, charges and related expenses of the Company and its subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, paid during the 12 month period immediately preceding the date of determination. The Company can elect to increase the Funded Debt Leverage Ratio to 3.75 to 1 temporarily for four fiscal quarters immediately following the fiscal quarter in which the Company acquires another business. The Company can make this election twice during the term of the Credit Agreement.

The Credit Agreement also limits the Company’s ability to, among other things, create liens, make investments, incur more indebtedness, merge or consolidate, make dispositions of property, pay dividends and make distributions to stockholders or repurchase our stock, enter into a new line of business, enter into transactions with affiliates and enter into burdensome agreements. The Credit Agreement does not limit the Company’s ability to acquire other businesses or companies except that the acquired business or company must be in the Company's line of business, the Company must be in compliance with the financial covenants on a pro forma basis after taking into account the acquisition, and, if the acquired business is a separate subsidiary, in certain circumstances the lenders will receive the benefit of a guaranty of the subsidiary and liens on its assets or a pledge of its stock.
 
As of March 31, 2018, the Company was in compliance with the terms of the Credit Agreement, and will continuously monitor its compliance with the covenants contained in its Credit Agreement.
 
Notes Payable and Other
 
In connection with certain of its acquisitions, the Company issued subordinated notes payable to the sellers. The maturity of the notes that remain outstanding are three years from the date of acquisition and bear interest at the prime rate for the Bank of Canada, currently 3.45% as of March 31, 2018. Interest expense is recorded in the condensed consolidated statements of income.

The Company's other debt includes local bank financing provided at the local subsidiary levels used to support working capital requirements and fund capital expenditures. At March 31, 2018, there was approximately $9.6 million outstanding, payable at various times from 2018 to 2029. Monthly payments range from $1 thousand to $19 thousand. Interest rates range from 0.6% to 6.2%.

12.                               Fair Value Measurements
 

16

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)






The Company performs fair value measurements in accordance with the guidance provided by ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Financial instruments measured at fair value on a recurring basis

The fair value of contingent consideration liabilities was estimated using a discounted cash flow technique with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include the probability assessments of expected future cash flows related to the acquisitions, appropriately discounted considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the applicable acquisition agreements.

The following table represents the changes in the fair value of Level 3 contingent consideration:
 
 
 
Three months ended March 31,
 
 
2018
 
2017
Beginning balance
 
$
5,508

 
$
3,094

Acquisitions
 
—

 
2,508

Payments
 
(1,503
)
 
(51
)
Accretion of liability
 
65

 
68

Revaluation
 
(1,098
)
 
(693
)
Foreign currency translation
 
(63
)
 
14

Ending balance
 
$
2,909

 
$
4,940

 
Financial instruments not measured at fair value on a recurring basis
 
The Company has evaluated current market conditions and borrower credit quality and has determined that the carrying value of its long-term debt approximates fair value. The fair value of the Company’s notes payable and capital lease obligations approximates their carrying amounts based on anticipated interest rates which management believes would currently be available to the Company for similar issuances of debt.

 
13.                               Commitments and Contingencies
 
Legal Proceedings and Government Investigations
 
The Company is subject to periodic lawsuits, investigations and claims that arise in the ordinary course of business. The Company cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against it. Except possibly for certain of the matters described below, the Company does not believe that any currently pending legal proceeding to which the Company is a party will have a material adverse effect on its business, results of operations, cash flows or financial condition. The costs of defense and amounts that may be recovered against the Company may be covered by insurance for certain matters.

Litigation and Commercial Claims
 
The Company settled a consolidated purported class and collective action that resulted from the consolidation of two cases originally filed in California state court in April 2015. In connection with the settlement, the Company recorded a pre-tax charge of $6.3 million during the three months ended June 30, 2016 and paid the settlement in February 2017.
 
The Company was a defendant in the lawsuit AGL Services Company v. Mistras Group, Inc., in U.S. District Court for the Northern District of Georgia, filed November 2016. The case involved radiography work performed by the Company in 2012

17

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)






on the construction of a pipeline project in the U.S.  At a trial concluded on October 26, 2017, the jury awarded the plaintiff its damages plus interest, which was fully covered and paid by insurance.

The Company’s subsidiary in France has been involved in a dispute with a former owner of a business purchased by the Company’s French subsidiary. The former owner received a judgment in his favor in the amount of $0.4 million for payment of the contingent consideration portion of the purchase price for the business. The Company recorded an accrual for the full amount of the judgment during the three months ended June 30, 2016. The Company's subsidiary appealed the judgment and the entire judgment was overturned on appeal, however the full appeals process is not yet completed, and therefore, the Company has not adjusted the accrual as of March 31, 2018.

The Company was a defendant in a lawsuit, Triumph Aerostructures, LLC d/b/a Triumph Aerostructures-Vought Aircraft Division v. Mistras Group, Inc., pending in Texas State district court, 193rd Judicial District, Dallas County, Texas, filed September 2016. The plaintiff alleged that in 2014 Mistras delivered a defective Ultrasonic inspection system and alleged damages of approximately $2.3 million, the amount it paid for the system. In January 2018, the Company agreed to settle this matter for a payment of $1.6 million and the Company subsequently obtained ownership of the underlying ultrasonic inspection components. A charge for $1.6 million was recorded in 2017 and payment was made in February 2018.

Government Investigations

In May 2015, the Company received a notice from the U.S. Environmental Protection Agency (“EPA”) that it performed a preliminary assessment at a leased facility the Company operates in Cudahy, California. Based upon the preliminary assessment, the EPA is conducting an investigation of the site, which includes taking groundwater and soil samples. The purpose of the investigation is to determine whether any hazardous materials were released from the facility. The Company has been informed that certain hazardous materials and pollutants have been found in the ground water in the general vicinity of the site and the EPA is attempting to ascertain the origination or source of these materials and pollutants. Given the historic industrial use of the site, the EPA determined that the site of the Cudahy facility should be examined, along with numerous other sites in the vicinity. At this time, the Company is unable to determine whether it has any liability in connection with this matter and if so, the amount or range of any such liability, and accordingly, has not established any accruals for this matter. The Company has not received any further communication from the EPA on this matter since 2015.

Other Potential Contingencies

Some the Company’s workforce is unionized and the terms of employment for these workers are governed by collective bargaining agreements, or CBAs.  Under these CBAs, the Company’s subsidiaries are required to contribute to the national pension funds for the unions representing these employees, which are multi-employer pension plans.  The Company was notified that a significant project was awarded to another contractor in January 2018, and as a result, the Company and its subsidiaries may experience a significant reduction in the number of its employees covered by CBAs.  Under certain circumstances, such a reduction in the number of employees participating in a multi-employer pension plan could result in a complete or partial withdrawal liability to these multi-employer pension plans under ERISA.  Presently, the Company is uncertain when or whether its subsidiaries will incur withdrawal liability and is currently evaluating the materiality of a potential withdrawal liability under various scenarios.  

Acquisition-related contingencies
 
The Company is liable for contingent consideration in connection with certain of its acquisitions. As of March 31, 2018, total potential acquisition-related contingent consideration ranged from zero to approximately $6.7 million and would be payable upon the achievement of specific performance metrics by certain of the acquired companies over the next 2.3 years of operations. See Note 5 - Acquisitions to these condensed consolidated financial statements for further discussion of the Company’s acquisitions.
 
14.                               Segment Disclosure
 
The Company’s three operating segments are:
 
•
Services. This segment provides asset protection solutions predominantly in North America, with the largest concentration in the United States, followed by Canada, consisting primarily of non-destructive testing and

18

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)






inspection and engineering services that are used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure.
 
•
International. This segment offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment.
 
•
Products and Systems. This segment designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States.
 
Costs incurred for general corporate services, including finance, legal, and certain other costs that are provided to the segments are reported within Corporate and eliminations. Sales to the International segment from the Products and Systems segment and subsequent sales by the International segment of the same items are recorded and reflected in the operating performance of both segments. Additionally, engineering charges and royalty fees charged to the Services and International segments by the Products and Systems segment are reflected in the operating performance of each segment. All such intersegment transactions are eliminated in the Company’s consolidated financial reporting.
 
Selected consolidated financial information by segment for the periods shown was as follows (intercompany transactions are eliminated in Corporate and eliminations):
 
 
Three months ended
 
March 31, 2018
 
March 31, 2017
Revenues
 

 
 

Services
$
145,595

 
$
126,329

International
38,456

 
34,256

Products and Systems
6,184

 
5,550

Corporate and eliminations
(2,605
)
 
(2,817
)
 
$
187,630

 
$
163,318

 
 
Three months ended
 
March 31, 2018
 
March 31, 2017
Gross profit
 

 
 

Services
$
34,710

 
$
30,213

International
10,707

 
10,460

Products and Systems
2,890

 
2,594

Corporate and eliminations
(162
)
 
(114
)
 
$
48,145

 
$
43,153

 
 
Three months ended
 
March 31, 2018
 
March 31, 2017
Income (loss) from operations
 

 
 

Services
$
12,275

 
$
7,380

International
920

 
3,034

Products and Systems
273

 
(449
)
Corporate and eliminations
(7,069
)
 
(6,715
)
 
$
6,399

 
$
3,250

 
Income (loss) from operations by operating segment includes intercompany transactions, which are eliminated in Corporate and eliminations.

19

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)






 
 
Three months ended
 
March 31, 2018
 
March 31, 2017
Depreciation and amortization
 

 
 

Services
$
5,970

 
$
5,318

International
2,281

 
1,844

Products and Systems
362

 
567

Corporate and eliminations
35

 
(64
)
 
$
8,648

 
$
7,665

 
 
March 31, 2018
 
December 31, 2017
Intangible assets, net
 

 
 

Services
$
45,912

 
$
46,864

International
13,717

 
13,899

Products and Systems
2,186

 
2,261

Corporate and eliminations
650

 
715

 
$
62,465

 
$
63,739

 

 
March 31, 2018
 
December 31, 2017
Total assets
 

 
 

Services
$
380,009

 
$
377,585

International
153,458

 
150,779

Products and Systems
13,025

 
12,733

Corporate and eliminations
13,749

 
13,344

 
$
560,241

 
$
554,441

 
Revenues by geographic area for the three months ended March 31, 2018 and 2017, respectively, were as follows:
 
 
Three months ended
 
March 31, 2018
 
March 31, 2017
Revenues
 

 
 

United States
$
125,990

 
$
111,531

Other Americas
23,513

 
15,473

Europe
34,268

 
30,660

Asia-Pacific
3,859

 
5,654

 
$
187,630

 
$
163,318



20

Mistras Group, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(tabular dollars and shares in thousands, except per share data)







15. Repurchase of Common Stock

On October 7, 2015, the Company's Board of Directors approved a $50 million stock repurchase plan. As part of this plan, on
August 17, 2016, the Company entered into an agreement with its then CEO, Dr. Sotirios Vahaviolos, to purchase up to 1 million of his shares, commencing in October 2016. Pursuant to the agreement, in general, the Company purchased from Dr. Vahaviolos up to $2 million of shares each month, at a 2% discount to the average daily closing price of the Company's common stock for the preceding month. From the inception of the plan through December 31, 2017, the Company purchased 1,000,000 shares from Dr. Vahaviolos at an average price of $21.92 per share for an aggregate cost of approximately $21.9 million and approximately 146,000 shares in the open market at an average price of $20.48 per share, for an aggregate cost of approximately $3.0 million.

The Company retired all its repurchased shares during the fourth quarter of 2017 and they are not included in common stock
issued and outstanding as of March 31, 2018 and December 31, 2017. There were no repurchases of common stock during the three months ended March 31, 2018. As of March 31, 2018, approximately $25.1 million remained available to repurchase shares under the stock repurchase plan.

ITEM 2.                                                Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following Management’s Discussion and Analysis (“MD&A”) includes a narrative explanation and analysis of our results of operations and financial condition for the three months ended March 31, 2018 and March 31, 2017. The MD&A should be read together with our condensed consolidated financial statements and related notes included in Item 1 in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2017, filed March 14, 2018 (“2017 Annual Report”). Unless otherwise specified or the context otherwise requires, “Mistras,” “the Company,” “we,” “us” and “our” refer to Mistras Group, Inc. and its consolidated subsidiaries. The MD&A includes disclosure in the following areas:
 
•Forward-Looking Statements
•Overview
•Results of Operations
•Liquidity and Capital Resources
•Critical Accounting Policies and Estimates
 
Forward-Looking Statements
 
This report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 (“Exchange Act”). Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. These forward-looking statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements.
 
In some cases, you can identify forward-looking statements by terminology, such as “goals,” or “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “could,” “should,” “would,” “predicts,” “appears,” “projects,” or the negative of such terms or other similar expressions. You are urged not to place undue reliance on any such forward-looking statements, any of which may turn out to be wrong due to inaccurate assumptions, various risks, uncertainties or other factors known and unknown. Factors that could cause or contribute to differences in results and outcomes from those in our forward-looking statements include, without limitation, those discussed in the “Business—Forward-Looking Statements,” and “Risk Factors” sections of our 2017 Annual Report as well as those discussed in this Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission (“SEC”).
 
Overview
 
We offer our customers “one source for asset protection solutions”® and are a leading global provider of technology-enabled asset protection solutions used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure. We combine industry-leading products and technologies, expertise in mechanical integrity (MI), Non-

21

Destructive Testing (NDT), Destructive Testing (DT), mechanical and predictive maintenance (PdM) services, process and fixed asset engineering and consulting services, proprietary data analysis and our world class enterprise inspection database management and analysis software, PCMS, to deliver a comprehensive portfolio of customized solutions, ranging from routine inspections to complex, plant-wide asset integrity management and assessments. These mission critical solutions enhance our customers’ ability to comply with governmental safety and environmental regulations, extend the useful life of their assets, increase productivity, minimize repair costs, manage risk and avoid catastrophic disasters. Our comprehensive “OneSource” portfolio of customized solutions, utilizing a proven systematic method that creates a closed-loop lifecycle for addressing continuous asset protection and improvement, helps us to deliver value to our customers.

Our operations consist of three reportable segments: Services, International and Products and Systems.
 
•
Services provides asset protection solutions predominantly in North America with the largest concentration in the United States, followed by Canada, consisting primarily of NDT and inspection, mechanical and engineering services that are used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure.

•
International offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment.
 
•
Products and Systems designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States.
 
Given the role our solutions play in ensuring the safe and efficient operation of infrastructure, we have historically provided a
majority of our solutions to our customers on a regular, recurring basis. We perform these services largely at our customers’
facilities, while primarily servicing our aerospace customers at our growing network of state-of-the-art, in-house laboratories.
These solutions typically include NDT and inspection services, and can also include a wide range of mechanical services, including engineering assessments, heat tracing, pre-inspection insulation stripping, inspections, coating applications, re-insulation, and long-term condition-monitoring. Under this business model, many customers outsource their inspection to us on a “run and maintain” basis. We have established long-term relationships as a critical solutions provider to many of the leading companies with asset-intensive infrastructure in our target markets. These markets include oil and gas (downstream, midstream, upstream and petrochemical), commercial aerospace and defense, power generation (natural gas, fossil, nuclear, alternative, renewable, and transmission and distribution), public infrastructure, chemicals, transportation, primary metals and metalworking and research and engineering institutions.

We have focused on providing our advanced asset protection solutions to our customers using proprietary, technology-enabled software and testing instruments, including those developed by our Products and Systems segment. We have made numerous acquisitions in an effort to grow our base of experienced, certified personnel, expand our service lines and technical capabilities, increase our geographical reach and leverage our fixed costs. We have increased our capabilities and the size of our customer base through the development of applied technologies and managed support services, organic growth and the integration of acquired companies. These acquisitions have provided us with additional service lines, technologies, resources and customers that we believe will enhance our advantages over our competition.

Demand for outsourced asset protection solutions has generally increased over the last ten years, creating demand from which our entire industry has benefited. We believe continued growth can be realized in all of our target markets. During the first half of 2017, market conditions were soft, driven by lower oil prices which have caused many of the Company’s oil and gas customers to curtail spending for our services and products. However, during the fall of 2017, market conditions turned modestly positive and we believe this will continue through the first half of 2018. In addition, demand for our services in the aerospace industry are strong and we are focused on expanding our capabilities to service this market.
 
Results of Operations
 
Condensed consolidated results of operations for the three months ended March 31, 2018 and March 31, 2017 were as follows:

22

 
Three months ended
 
March 31, 2018
 
March 31, 2017
 
($ in thousands)
Revenues
$
187,630

 
$
163,318

Gross profit
48,145

 
43,153

Gross profit as a % of Revenue
25.7
%
 
26.4
%
Total operating expenses
41,746

 
39,903

Operating expenses as a % of Revenue
22.2
%
 
24.4
%
Income from operations
6,399

 
3,250

Income from Operations as a % of Revenue
3.4
%
 
2.0
%
Interest expense
1,792

 
1,018

Income before provision for income taxes
4,607

 
2,232

Provision for income taxes
1,688

 
534

Net income
2,919

 
1,698

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

 
6

Net income attributable to Mistras Group, Inc.
$
2,907

 
$
1,692

 
Note About Non-GAAP Measures
 
In this MD&A under the heading "Income (loss) from Operations", the non-GAAP financial performance measure "Income before special items” is used for each of our three segments, the Corporate segment and the "Total Company", with tables reconciling the measure to a financial measure under GAAP. This non-GAAP measure excludes from the GAAP measure "Income from Operations" (a) transaction expenses related to acquisitions, such as professional fees and due diligence costs, (b) the net changes in the fair value of acquisition-related contingent consideration liabilities, (c) impairment charges and (d) other special items. These adjustments have been excluded from the GAAP measure because these expenses and credits are not related to the Company’s or Segment’s core business operations. The acquisition related costs and special items can be a net expense or credit in any given period.

We believe investors and other users of our financial statements benefit from the presentation of "Income before special items" for each of our three segments, the Corporate segment and the Total Company in evaluating our performance. Income before special items excludes the identified adjustments, which provides additional tools to compare our core business operating performance on a consistent basis and measure underlying trends and results in our business. Income before special items is not used to determine incentive compensation for executives or employees, nor is it a replacement for GAAP and /or comparable to other companies non-GAAP financial measures.
 
Revenue
 
Revenues for the three months ended March 31, 2018 were $187.6 million, an increase of $24.3 million, or 15%, compared with the three months ended March 31, 2017.

 
Three months ended
 
March 31, 2018
 
March 31, 2017
 
($ in thousands)
Revenues
 

 
 

Services
$
145,595

 
$
126,329

International
38,456

 
34,256

Products and Systems
6,184

 
5,550

Corporate and eliminations
(2,605
)
 
(2,817
)
 
$
187,630

 
$
163,318

 

23

Three Months

In the three months ended March 31, 2018, total revenues increased 15% due to a combination of high single digit acquisition growth, mid-single digit organic growth and low-single digit favorable impact of foreign exchange rates. Services segment revenues increased 15%, driven by high-single digit acquisition growth and mid-single digit organic growth. International segment revenues increased 12%, driven by mid-double digit favorable impacts of foreign exchange rates, offset by a low single digit organic decline. Products and Systems segment revenues increased by 11% driven by higher sales volume.

Oil and gas customer revenues comprised approximately 60% and 59% of total Company revenues for the three months ended March 31, 2018 and 2017, respectively. Aerospace customer revenues comprised approximately 12% and 11% of total Company revenues for the three months ended March 31, 2018 and 2017, respectively. The Company’s top ten customers comprised approximately 41% of total revenues for the three months ended March 31, 2018, as compared to 43% for the three months ended March 31, 2017. One customer, BP plc., accounted for approximately 11% of total revenues for the three months ended March 31, 2017.

Gross Profit

Gross profit increased by $5.0 million, or 12%, in the three months ended March 31, 2018, on a sales increase of 15%.

Gross profit by segment for the three months ended March 31, 2018 and March 31, 2017 was as follows:
 
 
Three months ended
 
March 31, 2018
 
March 31, 2017
 
($ in thousands)
Gross profit
 

 
 

Services
$
34,710

 
$
30,213

   % of segment revenue
23.8
%
 
23.9
%
International
10,707

 
10,460

   % of segment revenue
27.8
%
 
30.5
%
Products and Systems
2,890

 
2,594

   % of segment revenue
46.7
%
 
46.7
%
Corporate and eliminations
(162
)
 
(114
)
 
$
48,145

 
$
43,153

   % of total revenue
25.7
%
 
26.4
%

Three months

Gross profit margin was 25.7% and 26.4% for the three month periods ended March 31, 2018 and 2017, respectively. Services segment gross profit margins had a year-on-year decline of 10 basis points to 23.8% in the three months ended March 31, 2018, which reflect a slight change in sales mix. International segment gross margins had a year-on-year decline of 270 basis points to 27.8% in the three months ended March 31, 2018. This decline was primarily driven by lower revenues of in-house inspections within our German subsidiary, which typically generates higher margins. Products and Systems segment gross margin for the three months ended March 31, 2018 was 46.7%, consistent with the prior year.


24

Income from Operations

The following table shows a reconciliation of the income from operations to income before special items for each of the Company's three segments and for the Company in total:

 
Three months ended
 
March 31, 2018
 
March 31, 2017
 
($ in thousands)
Services:
 

 
 

Income from operations (GAAP)
$
12,275

 
$
7,380

Bad debt provision for a customer bankruptcy
—

 
1,200

Severance costs
—

 
16

Acquisition-related expense (benefit), net
(1,033
)
 
(124
)
Income before special items (non-GAAP)
11,242

 
8,472

International:
 

 
 

Income from operations (GAAP)
920

 
3,034

Severance costs
89

 
13

Acquisition-related expense (benefit), net
—

 
(501
)
Income before special items (non-GAAP)
1,009

 
2,546

Products and Systems:
 

 
 

Income (loss) from operations (GAAP)
273

 
(449
)
Severance costs
—

 
—

Income (loss) before special items (non-GAAP)
273

 
(449
)
Corporate and Eliminations:
 

 
 

Loss from operations (GAAP)
(7,069
)
 
(6,715
)
Acquisition-related expense (benefit), net
39

 
81

Loss before special items (non-GAAP)
(7,030
)
 
(6,634
)
Total Company
 

 
 

Income from operations (GAAP)
$
6,399

 
$
3,250

Bad debt provision for a customer bankruptcy
—

 
1,200

Severance costs
89

 
29

Acquisition-related expense (benefit), net
(994
)
 
(544
)
Income before special items (non-GAAP)
$
5,494

 
$
3,935

 

Three months
For the three months ended March 31, 2018, income from operations (GAAP) increased $3.1 million, or 97%, compared with the three months ended March 31, 2017, while income before special items (non-GAAP) increased $1.6 million, or 40%. As a percentage of revenues, income before special items increased by 50 basis points to 2.9% in the three months ended March 31, 2018 from 2.4% in the three months ended March 31, 2017.
 
Operating expenses increased $1.8 million during the three months ended March 31, 2018, driven primarily by additional operating expenses pertaining to Services segment acquisitions of approximately $2.5 million, offset by an $0.4 million favorable impact of acquisition related benefits.

Interest Expense
 
Interest expense was approximately $1.8 million and $1.0 million for the three months ended March 31, 2018 and 2017, respectively. The increases were due to increased borrowings on the Company's revolving line of credit attributable primarily to acquisitions completed during 2017.

25

 
Income Taxes

The Company’s effective income tax rate was approximately 37% and 24% for the three months ended March 31, 2018 and 2017, respectively. The increase in the income tax rate for the three months ended March 31, 2018 is due to the impact of the GILTI and executive compensation provisions resulting from the passage of the Tax Act, and foreign tax rates different than the current statutory rate. The effective income tax rate for the three months ended March 31, 2017 was lower than the statutory rate for that period due to discrete items.


Liquidity and Capital Resources
 
Cash flows are summarized in the table below:
 
 
Three months ended
 
March 31, 2018
 
March 31, 2017
 
($ in thousands)
Net cash provided by (used in):
 

 
 

Operating activities
$
5,818

 
$
13,413

Investing activities
(4,772
)
 
(8,137
)
Financing activities
4,261

 
2,853

Effect of exchange rate changes on cash
284

 
309

Net change in cash and cash equivalents
$
5,591

 
$
8,438

 
Cash Flows from Operating Activities
 
During the three months ended March 31, 2018, cash provided by operating activities was $5.8 million, representing a year-on-year decrease of $7.6 million, or 57%. The decrease was primarily attributable to movements in working capital, including the timing of collections on accounts receivable.

Cash Flows from Investing Activities
 
During the three months ended March 31, 2018, cash used in investing activities was $4.8 million, compared with $8.1 million in 2017. During the first three months of 2018, we did not have any outflows related to acquisitions, compared with $4.5 million in the comparable prior year quarter. Capital expenditures were $5.3 million for the first quarter of 2018, compared with $3.8 million in the comparable prior year quarter.

Cash Flows from Financing Activities

Net cash provided by financing activities was $4.3 million for the three months ended March 31, 2018. The Company borrowed $7.9 million, net, on its Credit Agreement, for working capital needs, offset by $2.1 million payments of debt and capital lease obligations. For the comparable period in 2017, net cash provided by financing activities was $2.9 million. The Company borrowed $10.1 million, net, on its Credit Agreement, of which $6.0 million was used for treasury stock repurchases and $1.4 million was used to reduce the Company's debt and capital lease obligations.

Effect of Exchange Rate Changes on Cash and Cash Equivalents
 
The effect of exchange rate changes on our cash and cash equivalents was a net increase of $0.3 million in each of the first three months of 2018 and 2017.

Cash Balance and Credit Facility Borrowings
 
The terms of our Credit Agreement have not changed from those set forth in Part II, Item 7 of our 2017 Annual Report under the Section “Liquidity and Capital Resources”, under the heading “Cash Balance and Credit Facility Borrowings,” and Note 11 - Long-Term Debt to these condensed consolidated financial statements in this Quarterly Report, under the heading “Senior Credit Facility.”
 

26

As of March 31, 2018, we had cash and cash equivalents totaling $33.1 million and available borrowing capacity of $79.3 million under our Credit Agreement with borrowings of $164.8 million and $5.9 million of letters of credit outstanding. We finance operations primarily through our existing cash balances, cash collected from operations, bank borrowings and capital lease financing. We believe these sources are sufficient to fund our operations for the foreseeable future.
 
As of March 31, 2018, we were in compliance with the terms of the Credit Agreement, and we will continuously monitor our compliance with the covenants contained in our Credit Agreement.
 
Contractual Obligations

There have been no significant changes in our contractual obligations and outstanding indebtedness as disclosed in the 2017 Annual Report.

Off-balance Sheet Arrangements
 
During the three months ended March 31, 2018, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
 
Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in the 2017 Annual Report.
 
ITEM 3.                                                Quantitative and Qualitative Disclosures about Market Risk
 
There have been no significant changes to the Company’s quantitative and qualitative disclosures about market risk as discussed in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk,” included in the 2017 Annual Report.
 
ITEM 4.                                                Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
As of March 31, 2018, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as such term is defined in Rule 13a-15(e) of the Exchange Act. Based on the evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
 
Changes in Internal Control Over Financial Reporting
 
There has been no change in the Company’s internal control over financial reporting that occurred during the Company’s quarter ended March 31, 2018 that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.


27

PART II—OTHER INFORMATION
 
ITEM 1.                                                Legal Proceedings
 
See Note 13 - Commitments and Contingencies to the condensed consolidated financial statements included in this Quarterly Report for a description of our legal proceedings. There have been no material developments with regard to any matters disclosed under Part I, Item 3 "Legal Proceedings" in our 2017 Annual Report, except as disclosed in such Note 13.
 
ITEM 1.A.                                    Risk Factors
 
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors discussed under the “Risk Factors” section included in our 2017 Annual Report. There have been no material changes to the risk factors previously disclosed in the 2017 Annual Report.

 
ITEM 2.                                                Unregistered Sale of Equity Securities and Use of Proceeds
 
(a) Sales of Unregistered Securities
 
None.
 
(b) Use of Proceeds from Public Offering of Common Stock
 
None.
 
(c) Repurchases of Our Equity Securities
 
The following table sets forth the shares of our common stock we acquired during the quarter as a result of the surrender of shares by employees to satisfy tax withholding obligations in connection with the vesting of restricted stock units. There were no shares of stock acquired during the quarter pursuant to our publicly announced share repurchase plan.
 
Month Ending
Total Number of Shares (or
Units) Purchased
 
Average Price Paid per
Share (or Unit)
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
January 31, 2018
2,253

 
$
22.58

 
—

 
$
25,081,657

February 28, 2018
—

 
$
—

 
—

 
$
25,081,657

March 31, 2018
100

 
$
20.48

 
—

 
$
25,081,657


(1) - On October 7, 2015, the Company announced that its Board of Directors approved a share repurchase plan, which authorizes the expenditure of up to $50.0 million for the purchase of the Company's common stock.

ITEM 3.                                                Defaults Upon Senior Securities
 
None.
 
ITEM 4.                                                Mine Safety Disclosures
 
Not applicable.
 
ITEM 5.                                                Other Information
 
None.
 

28

ITEM 6.                                                Exhibits
 
Exhibit No.
 
Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
101.SCH
 
XBRL Schema Document
 
 
 
101.CAL
 
XBRL Calculation Linkbase Document
 
 
 
101.LAB
 
XBRL Labels Linkbase Document
 
 
 
101.PRE
 
XBRL Presentation Linkbase Document
 
 
 
101.DEF
 
XBRL Definition Linkbase Document



29

Signatures
 
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 thereunto duly authorized.
 
 
MISTRAS GROUP, INC.
 
 
 
 
By:
/s/ Edward J. Prajzner
 
 
Edward J. Prajzner
 
 
Senior Vice President, Chief Financial Officer and Treasurer
 
 
(Principal Financial and Accounting Officer and duly authorized officer)
 
Date: May 8, 2018


30