ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This Quarterly Report on Form 10-Q contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended
("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended ("Exchange Act"). Forward-looking statements reflect our current
estimates, expectations and projections about our future results, performance,
prospects and opportunities. Forward-looking statements include, among other
things, the information concerning our possible future results of operations,
business and growth strategies, financing plans, our competitive position and
the effects of competition, the projected growth of the industries in which we
operate, the benefits and synergies to be obtained from our completed and any
future acquisitions, and statements of management's goals and objectives, and
other similar expressions concerning matters that are not historical facts.
Words such as "may," "should," "could," "would," "predicts," "potential,"
"continue," "expects," "anticipates," "future," "intends," "plans," "believes,"
"estimates," "appears," "projects" and similar expressions, as well as
statements in the future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee 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.
Forward-looking information is based on information available at the time and
management's good faith belief with respect to future events, and is subject to
risks and uncertainties that could cause actual performance or results to differ
materially from those expressed in the statements. Important factors that could
cause such differences include, but are not limited to the factors discussed
under the "Risk Factors" section.
The following is a discussion and analysis of our financial condition and
results of operations and should be read together with our condensed
consolidated financial statements and related notes to condensed consolidated
financial statements included elsewhere in this Quarterly Report on Form 10-Q
and our audited consolidated financial statements and related notes to audited
consolidated financial statements included in our prospectus filed pursuant to
Rule 424(b)(4) under the Securities Act with the Securities and Exchange
Commission ("SEC") on October 10, 2009 ("IPO Prospectus"). In this quarterly
report, our fiscal years, which end on May 31, are identified according to the
calendar year in which they end (e.g., the fiscal year ended May 31, 2009 is
referred to as "fiscal 2009), and unless otherwise specified or the context
otherwise requires, "Mistras," "we," "us," and "our" refer to Mistras Group,
Inc. and its consolidated subsidiaries and predecessors.
Overview
We are a leading global provider of technology-enabled asset protection
solutions used to evaluate the structural integrity of critical energy,
industrial and public infrastructure. We combine industry-leading products and
technologies, expertise in mechanical integrity (MI) and non-destructive testing
(NDT) 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 our 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. Given the role our services play in ensuring the safe and efficient
operation of infrastructure, we have historically provided a majority of our
services to our customers on a regular, recurring basis. We serve a global
customer base of companies with asset-intensive infrastructure, including
companies in the oil and gas, fossil and nuclear power, public infrastructure,
chemicals, aerospace and defense, transportation, primary metals and
metalworking, pharmaceuticals and food processing industries. During the first
quarter of fiscal 2010, we provided our asset protection solutions to
approximately 2,000 customers. As of October 30, 2009, we had approximately
2,100 employees, including 29 Ph.D.'s and more than 100 other degreed engineers
and highly-skilled, certified technicians, in 68 offices across 15 countries. We
have established long-term relationships as a critical solutions provider to
many leading companies in our target markets. Our current principal market is
the oil and gas industry, including petrochemicals, which accounted for
approximately 60% of our revenues in the first quarter of fiscal 2010.
Over the last three fiscal years and during the first quarter of fiscal 2010,
we have focused on introducing 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.
During this period, the demand for outsourced asset protection solutions has, in
general, increased, creating demand from which our entire industry has
benefited. We have experienced compounded annual revenue growth (CAGR) of 30.7%
over the last three fiscal years, including the impact of acquisitions and
currency fluctuations. During the same period, revenues from our customers in
the oil and gas market, including petrochemicals, historically our largest
target market, had a CAGR of 39.0%.
Table of Contents
The global economy is currently in an economic downturn. Global financial
markets are continuing to experience disruptions, including diminished liquidity
and credit availability, declines in consumer confidence, declines in economic
growth, high unemployment rates, volatility in interest and currency exchange
rates and overall uncertainty about economic stability. This economic downturn
has negatively impacted our revenues and profitability in fiscal 2009 and the
first quarter of fiscal 2010, and may negatively impact our future results if it
continues or worsens. However, we believe it has also allowed us to selectively
hire new talented individuals that otherwise might not have been available to
us, to acquire and develop new technology in order to aggressively expand our
proprietary portfolio of customized solutions, and to make acquisitions of
complementary businesses at reasonable valuations. We believe we will be able to
derive additional revenues from these strategic investments with favorable gross
margins in future periods, which we believe would at least in part offset any
further negative revenue impact we incur from the economic downturn during those
periods. Also, although some of our customers have delayed turnaround projects
and other large-scale inspection projects, they have historically seldom
postponed such projects indefinitely, so we expect increased revenues if and
when our customers request we complete these projects.
Consolidated Results of Operations
First quarter of fiscal 2010 Compared to first quarter of fiscal 2009
Our revenues, gross profit, income from operations and net income for the
first quarter of fiscal 2010 and fiscal 2009 were as follows: