Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Feb. 28, 2014 | Apr. 01, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Mistras Group, Inc. | ' |
Entity Central Index Key | '0001436126 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 28-Feb-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--05-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 28,440,896 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Feb. 28, 2014 | 31-May-13 |
In Thousands, unless otherwise specified | ||
Current Assets | ' | ' |
Cash and cash equivalents | $9,950 | $7,802 |
Accounts receivable, net | 126,304 | 108,554 |
Inventories | 12,516 | 12,504 |
Deferred income taxes | 3,029 | 2,621 |
Prepaid expenses and other current assets | 14,637 | 8,156 |
Total current assets | 166,436 | 139,637 |
Property, plant and equipment, net | 74,428 | 68,419 |
Intangible assets, net | 52,180 | 51,992 |
Goodwill | 132,321 | 115,270 |
Other assets | 1,352 | 1,342 |
Total assets | 426,717 | 376,660 |
Current Liabilities | ' | ' |
Accounts payable | 11,078 | 8,490 |
Accrued expenses and other current liabilities | 48,212 | 47,839 |
Current portion of long-term debt | 7,542 | 7,418 |
Current portion of capital lease obligations | 7,147 | 6,766 |
Income taxes payable | 1,485 | 1,703 |
Total current liabilities | 75,464 | 72,216 |
Long-term debt, net of current portion | 73,883 | 52,849 |
Obligations under capital leases, net of current portion | 13,036 | 10,923 |
Deferred income taxes | 13,862 | 11,614 |
Other long-term liabilities | 19,152 | 18,778 |
Total liabilities | 195,397 | 166,380 |
Commitments and contingencies | ' | ' |
Equity | ' | ' |
Preferred stock, 10,000,000 shares authorized | ' | ' |
Common stock, $0.01 par value, 200,000,000 shares authorized | 284 | 282 |
Additional paid-in capital | 199,254 | 195,241 |
Retained earnings | 35,081 | 18,982 |
Accumulated other comprehensive loss | -3,573 | -4,452 |
Total Mistras Group, Inc. stockholders' equity | 231,046 | 210,053 |
Noncontrolling interests | 274 | 227 |
Total equity | 231,320 | 210,280 |
Total liabilities and equity | $426,717 | $376,660 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Feb. 28, 2014 | 31-May-13 |
Condensed Consolidated Balance Sheets | ' | ' |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 |
Revenues: | ' | ' | ' | ' |
Services | $142,967 | $124,510 | $414,448 | $351,466 |
Products and systems | 8,760 | 9,151 | 29,872 | 33,311 |
Total revenues | 151,727 | 133,661 | 444,320 | 384,777 |
Cost of revenues: | ' | ' | ' | ' |
Cost of services | 104,196 | 91,209 | 291,680 | 248,769 |
Cost of products and systems sold | 3,702 | 3,527 | 12,965 | 13,022 |
Depreciation related to services | 4,257 | 4,465 | 12,333 | 12,565 |
Depreciation related to products and systems | 272 | 254 | 788 | 593 |
Total cost of revenues | 112,427 | 99,455 | 317,766 | 274,949 |
Gross profit | 39,300 | 34,206 | 126,554 | 109,828 |
Selling, general and administrative expenses | 31,794 | 27,209 | 90,342 | 74,063 |
Research and engineering | 757 | 754 | 2,186 | 1,801 |
Depreciation and amortization | 2,771 | 2,473 | 7,729 | 6,535 |
Acquisition-related expense, net | 978 | -1,212 | -1,530 | -1,006 |
Income from operations | 3,000 | 4,982 | 27,827 | 28,435 |
Interest expense | 792 | 882 | 2,309 | 2,458 |
Income before provision for income taxes | 2,208 | 4,100 | 25,518 | 25,977 |
Provision for income taxes | 984 | 1,349 | 9,375 | 9,749 |
Net income | 1,224 | 2,751 | 16,143 | 16,228 |
Less: net income attributable to noncontrolling interests, net of taxes | -23 | ' | -44 | -33 |
Net income attributable to Mistras Group, Inc. | $1,201 | $2,751 | $16,099 | $16,195 |
Earnings per common share | ' | ' | ' | ' |
Basic (in dollars per share) | $0.04 | $0.10 | $0.57 | $0.58 |
Diluted (in dollars per share) | $0.04 | $0.09 | $0.55 | $0.56 |
Weighted average common shares outstanding: | ' | ' | ' | ' |
Basic (in shares) | 28,396 | 28,175 | 28,338 | 28,121 |
Diluted (in shares) | 29,374 | 29,101 | 29,249 | 29,078 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive (Loss)/Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 |
Condensed Consolidated Statements of Comprehensive (Loss)/Income | ' | ' | ' | ' |
Net income | $1,224 | $2,751 | $16,143 | $16,228 |
Other comprehensive (loss)/income, net of tax: | ' | ' | ' | ' |
Foreign currency translation adjustments | -1,553 | 1,633 | 879 | 1,119 |
Comprehensive (loss)/income | -329 | 4,384 | 17,022 | 17,347 |
less: comprehensive income attributable to noncontrolling interest | -23 | ' | -44 | -33 |
Comprehensive (loss)/income attributable to Mistras Group, Inc. | ($352) | $4,384 | $16,978 | $17,314 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2014 | Feb. 28, 2013 |
Cash flows from operating activities | ' | ' |
Net income | $16,143 | $16,228 |
Adjustments to reconcile net income to net cash provided by operating activities | ' | ' |
Depreciation and amortization | 20,850 | 19,693 |
Deferred income taxes | 1,987 | 1,530 |
Share-based compensation expense | 4,013 | 4,749 |
Fair value adjustment to contingent consideration liabilities | -2,414 | -2,256 |
Other | 106 | -197 |
Changes in operating assets and liabilities, net of effect of acquisitions of businesses: | ' | ' |
Accounts receivable | -13,235 | 6,076 |
Inventories | -21 | 985 |
Prepaid expenses and other current assets | -6,273 | -5,625 |
Other assets | -92 | 652 |
Accounts payable | 2,419 | -5,772 |
Accrued expenses and other current liabilities | -261 | -7,772 |
Income taxes payable | -633 | -743 |
Net cash provided by operating activities | 22,589 | 27,548 |
Cash flows from investing activities | ' | ' |
Purchase of property, plant and equipment | -11,661 | -8,915 |
Purchase of intangible assets | -465 | -897 |
Acquisition of businesses, net of cash acquired | -19,057 | -33,601 |
Proceeds from sale of equipment | 922 | 1,028 |
Net cash used in investing activities | -30,261 | -42,385 |
Cash flows from financing activities | ' | ' |
Repayment of capital lease obligations | -5,965 | -5,054 |
Repayment of long-term debt | -7,938 | -4,319 |
Net borrowings against revolver | 26,063 | 26,008 |
Payment of contingent consideration for business acquisitions | -909 | -1,887 |
Taxes paid related to net share settlement of share-based awards | -1,004 | -806 |
Excess tax benefit from share-based compensation | 292 | 455 |
Proceeds from the exercise of stock options | 712 | 673 |
Net cash provided by financing activities | 11,251 | 15,070 |
Effect of exchange rate changes on cash and cash equivalents | -1,431 | 260 |
Net change in cash and cash equivalents | 2,148 | 493 |
Cash and cash equivalents | ' | ' |
Beginning of period | 7,802 | 8,410 |
End of period | 9,950 | 8,903 |
Supplemental disclosure of cash paid | ' | ' |
Interest | 2,426 | 2,422 |
Income taxes | 11,345 | 13,605 |
Noncash investing and financing | ' | ' |
Equipment acquired through capital lease obligations | 8,140 | 2,896 |
Issuance of notes payable and other debt obligations primarily related to acquisitions | ' | $7,715 |
Description_of_Business_Basis_
Description of Business & Basis of Presentation | 9 Months Ended |
Feb. 28, 2014 | |
Description of Business & Basis of Presentation | ' |
Description of Business & Basis of Presentation | ' |
1. Description of Business & Basis of Presentation | |
Description of Business | |
Mistras Group, Inc. (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) services, destructive testing services, and proprietary data analysis software to deliver a comprehensive portfolio of customized solutions, ranging from routine inspections to complex, and plant-wide asset integrity assessments. 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, aerospace and defense, fossil and nuclear power, alternative and renewable energy, public infrastructure, chemicals, transportation, primary metals and metalworking, pharmaceuticals and food processing industries. | |
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 May 31, 2014 and 2013. Reference to a fiscal year means the fiscal year ended May 31. 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 consolidated financial statements contained in the Company’s Annual Report on Form 10-K (“Annual Report”) for fiscal 2013, as filed with the Securities and Exchange Commission on August 14, 2013. | |
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 noncontrolling interests are reported in stockholders’ equity in the accompanying condensed consolidated balance sheets. The noncontrolling interests in operating results, 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. The fiscal year for Mistras Group, Inc. and its subsidiaries end on May 31, except for the companies in the International segment, which end on April 30. Accordingly, the Company’s International segment subsidiaries are consolidated on a one-month lag. Therefore, in the fiscal quarter and year of acquisition, results of acquired subsidiaries in the International segment are generally included in consolidated results for one less month than the actual number of months from the acquisition date to the end of the reporting period. Management does not believe that any events occurred during the one-month lag period that would have a material effect on the Company’s consolidated financial statements as of or for any period presented. | |
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. | |
Significant Accounting Policies | |
The Company’s significant accounting policies are disclosed in Note 2 — Summary of Significant Accounting Policies in the 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 Annual Report, there have been no material changes to the Company’s significant accounting policies. | |
Recent Accounting Pronouncements | |
In February 2013, the FASB issued Accounting Standard Update (ASU) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which expands the disclosure requirements for amounts reclassified out of accumulated other comprehensive income. The update does not change the current requirements for reporting net income or other comprehensive income in financial statements and is effective for annual and interim reporting periods beginning after December 15, 2012. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements. Other recently issued accounting pronouncements did not, or are not believed by management to likely have a material impact on the Company’s current or future consolidated financial statements. |
ShareBased_Compensation
Share-Based Compensation | 9 Months Ended | |||||||||||||
Feb. 28, 2014 | ||||||||||||||
Share-Based Compensation | ' | |||||||||||||
Share-Based Compensation | ' | |||||||||||||
2. Share-Based Compensation | ||||||||||||||
The Company has share-based incentive awards outstanding to its eligible employees and directors under two employee stock ownership plans: (i) the 2007 Stock Option Plan (the 2007 Plan), and (ii) the 2009 Long-Term Incentive Plan (the 2009 Plan). No further awards may be granted under the 2007 Plan, although awards granted under the 2007 Plan remain outstanding in accordance with their terms. Awards granted under the 2009 Plan may be in the form of stock options, restricted stock units and other forms of share-based incentives, including performance share units, stock appreciation rights and deferred stock rights. | ||||||||||||||
For the three months ended February 28, 2014 and 2013, the Company recognized share-based compensation expense related to stock option awards of less than $0.1 million and $0.8 million, respectively. For the nine months ended February 28, 2014 and 2013, the Company recognized share-based compensation expense related to stock option awards of $0.7 million and $2.3 million, respectively. As of February 28, 2014, there was less than $0.1 million of unrecognized compensation costs, net of estimated forfeitures, related to stock option awards, which are expected to be recognized over a remaining weighted average period of 2.0 years. Cash proceeds from, and the aggregate intrinsic value of, stock options exercised during the three and nine months ended February 28, 2014 and 2013 were as follows: | ||||||||||||||
Three months ended February 28, | Nine months ended February 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Cash proceeds from options exercised | $ | 349 | $ | 321 | $ | 712 | $ | 673 | ||||||
Aggregate intrinsic value of options exercised | $ | 458 | $ | 370 | $ | 836 | $ | 856 | ||||||
No stock options were granted during the nine months ended February 28, 2014 and 2013. | ||||||||||||||
The Company also recognized approximately $1.0 million and $0.8 million during the three months ended February 28, 2014 and 2013, respectively, in share-based compensation expense related to restricted stock unit awards. For the nine months ended February 28, 2014 and 2013, the Company recognized share-based compensation expense related to restricted stock unit awards of $2.9 million and $2.1 million, respectively. As of February 28, 2014, there was approximately $9.8 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 2.6 years. | ||||||||||||||
During the first nine months of fiscal 2014 and 2013, the Company granted approximately 19,000 and 13,000 shares of fully-vested common stock to its five non-employee directors, in connection with its non-employee director compensation plan. These shares had grant date fair values of approximately $0.4 million and $0.3 million, respectively, which was recorded as share-based compensation expense during the nine months ended February 28, 2014 and 2013. | ||||||||||||||
During the first nine months of fiscal 2014 and 2013, respectively, approximately 178,000 and 123,000 restricted stock units vested. The fair value of these units was $3.3 million and $1.9 million, respectively. Upon vesting, restricted stock units are generally net share-settled to cover the required withholding tax and the remaining amount is converted into an equivalent number of shares of common stock. The restricted stock units that vested in the first nine months of fiscal 2014 and 2013 were net-share settled such that the Company withheld approximately 55,000 and 37,000 shares, respectively, having value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The shares withheld were based on the value of the restricted stock units on their vesting date as determined by the Company’s closing stock price. Payments to taxing authorities for employees’ tax obligations for the nine month periods ended February 28, 2014 and 2013 totaled $1.0 million and $0.8 million, respectively, and are reflected as a financing activity within the condensed consolidated statements of cash flows. These net-share settlements had the effect of share repurchases by the Company, as they reduced and retired the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company. |
Earnings_per_Share
Earnings per Share | 9 Months Ended | |||||||||||||
Feb. 28, 2014 | ||||||||||||||
Earnings per Share | ' | |||||||||||||
Earnings per Share | ' | |||||||||||||
3. 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) only 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: | ||||||||||||||
Three months ended February 28, | Nine months ended February 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Basic earnings per share | ||||||||||||||
Numerator: | ||||||||||||||
Net income attributable to Mistras Group, Inc. | $ | 1,201 | $ | 2,751 | $ | 16,099 | $ | 16,195 | ||||||
Denominator: | ||||||||||||||
Weighted average common shares outstanding | 28,396 | 28,175 | 28,338 | 28,121 | ||||||||||
Basic earnings per share | $ | 0.04 | $ | 0.1 | $ | 0.57 | $ | 0.58 | ||||||
Diluted earnings per share: | ||||||||||||||
Numerator: | ||||||||||||||
Net income attributable to Mistras Group, Inc. | $ | 1,201 | $ | 2,751 | $ | 16,099 | $ | 16,195 | ||||||
Denominator: | ||||||||||||||
Weighted average common shares outstanding | 28,396 | 28,175 | 28,338 | 28,121 | ||||||||||
Dilutive effect of stock options outstanding | 849 | 815 | 750 | 806 | ||||||||||
Dilutive effect of restricted stock units outstanding | 129 | 111 | 161 | 151 | ||||||||||
29,374 | 29,101 | 29,249 | 29,078 | |||||||||||
Diluted earnings per share | $ | 0.04 | $ | 0.09 | $ | 0.55 | $ | 0.56 | ||||||
Acquisitions
Acquisitions | 9 Months Ended | ||||
Feb. 28, 2014 | |||||
Acquisitions | ' | ||||
Acquisitions | ' | ||||
4. Acquisitions | |||||
In the third quarter of fiscal 2014, the Company completed the acquisitions of an asset protection business located in Texas and two businesses located in Canada to continue its market expansion strategy. The Company’s initial cash payments for these acquisitions was $17.8 million. In addition to the initial cash payment, the Company may pay up to $5.7 million in contingent consideration which may be earned based upon the acquired companies achieving specific performance metrics over specified periods ranging from 2 to 3 years. The Company is in the process of completing the preliminary purchase price allocations. | |||||
In the second quarter of fiscal 2014, the Company completed an acquisition of a professional engineering consulting and technical training services company serving the hydrocarbon processing and other energy-related industries. This company was acquired to complement service offerings within the Company’s Services segment and expand its technical capabilities. The Company acquired 100% of the common stock in exchange for $1.5 million in cash. | |||||
The assets and liabilities of the acquired businesses were included in the Company’s consolidated balance sheet based upon their estimated fair values 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, both tangible and intangible, and liabilities acquired. The results of operations for these acquisitions are included in the Services segment’s results of operations from the dates of acquisition. The Company’s preliminary allocation of purchase price for these acquisitions is included in the table below, which summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: | |||||
Number of Entities | 4 | ||||
Consideration transferred: | |||||
Cash paid | $ | 19,329 | |||
Contingent consideration | 3,676 | ||||
Consideration transferred | 23,005 | ||||
Current assets | 2,731 | ||||
Property, plant and equipment | 1,695 | ||||
Deferred tax asset | (938 | ) | |||
Intangibles | 5,758 | ||||
Goodwill | 15,982 | ||||
Debt and other long-term liabilities | (2,223 | ) | |||
Net assets acquired | $ | 23,005 | |||
The amortization period of intangible assets acquired ranges from 3 to 5 years. The Company recorded approximately $16.0 million of goodwill in connection with these acquisitions, reflecting the strategic fit and revenue and earnings growth potential of these businesses. | |||||
Revenues and operating income from these acquisitions for the periods subsequent to the closing of these transactions were approximately $7.2 million and $0.5 million, respectively, for the three and nine month periods ended February 28, 2014. These acquisitions are not significant and no pro forma financial information has been included in this report. | |||||
During the three and nine month periods ended February 28, 2014, the Company incurred acquisition-related costs of $0.4 million and $0.9 million, respectively, in connection with due diligence, professional fees, and other expenses related to the completed acquisitions as well as its other acquisition activity. Additionally, the Company adjusted the fair value of certain previously recorded acquisition-related contingent consideration liabilities. For the three month period ended February 28, 2014, these adjustments resulted in a net increase of acquisition-related contingent consideration liabilities and a corresponding decrease in income from operations of approximately $0.6 million. For the nine month period ended February 28, 2014, these adjustments resulted in a net decrease of acquisition-related contingent consideration liabilities and a corresponding increase in income from operations of approximately $2.4 million. The Company’s aggregate acquisition-related contingent consideration liabilities were approximately $15.5 million and $15.4 million as of February 28, 2014 and May 31, 2013, respectively. | |||||
During the three and nine month periods ended February 28, 2013, the Company incurred acquisition-related costs of $0.3 million and $1.2 million in connection with due diligence, professional fees, and other expenses for its acquisition activity. Additionally, the Company adjusted the fair value of certain acquisition-related contingent consideration liabilities. For the three and nine month periods ended February 28, 2013, these adjustments resulted in a net decrease of acquisition-related contingent consideration liabilities and a corresponding increase in income from operations of approximately $1.5 million and $2.2 million, respectively. | |||||
The fair value adjustments to acquisition-related contingent consideration liabilities and the acquisition-related transaction costs have been classified as acquisition-related expense, net, in the condensed consolidated statements of income for the three and nine month periods ended February 28, 2014 and 2013. |
Accounts_Receivable_net
Accounts Receivable, net | 9 Months Ended | |||||||
Feb. 28, 2014 | ||||||||
Accounts Receivable, net | ' | |||||||
Accounts Receivable, net | ' | |||||||
5. Accounts Receivable, net | ||||||||
Accounts receivable consisted of the following: | ||||||||
February 28, 2014 | May 31, 2013 | |||||||
Trade accounts receivable | $ | 128,364 | $ | 110,438 | ||||
Allowance for doubtful accounts | (2,060 | ) | (1,884 | ) | ||||
Total | $ | 126,304 | $ | 108,554 | ||||
Inventories
Inventories | 9 Months Ended | |||||||
Feb. 28, 2014 | ||||||||
Inventories | ' | |||||||
Inventories | ' | |||||||
6. Inventories | ||||||||
Inventories consisted of the following: | ||||||||
February 28, 2014 | May 31, 2013 | |||||||
Raw materials | $ | 3,409 | $ | 3,332 | ||||
Work in process | 2,457 | 2,310 | ||||||
Finished goods | 3,431 | 4,355 | ||||||
Services-related consumable supplies | 3,219 | 2,507 | ||||||
Total | $ | 12,516 | $ | 12,504 | ||||
Property_Plant_and_Equipment_n
Property, Plant and Equipment, net | 9 Months Ended | |||||||||
Feb. 28, 2014 | ||||||||||
Property, Plant and Equipment, net | ' | |||||||||
Property, Plant and Equipment, net | ' | |||||||||
7. Property, Plant and Equipment, net | ||||||||||
Property, plant and equipment consisted of the following: | ||||||||||
Useful Life | ||||||||||
(Years) | February 28, 2014 | May 31, 2013 | ||||||||
Land | $ | 1,927 | $ | 1,943 | ||||||
Buildings and improvements | 30-40 | 22,704 | 20,973 | |||||||
Office furniture and equipment | 8-May | 6,804 | 5,543 | |||||||
Machinery and equipment | 7-May | 137,237 | 121,563 | |||||||
168,672 | 150,022 | |||||||||
Accumulated depreciation and amortization | (94,244 | ) | (81,603 | ) | ||||||
Property, plant and equipment, net | $ | 74,428 | $ | 68,419 | ||||||
Depreciation expense for the three months ended February 28, 2014 and 2013 was approximately $4.9 million and $5.0 million, respectively. Depreciation expense for the nine months ended February 28, 2014 and 2013 was approximately $14.1 million and $14.0 million, respectively. |
Intangible_Assets
Intangible Assets | 9 Months Ended | |||||||||||||||||||||
Feb. 28, 2014 | ||||||||||||||||||||||
Intangible Assets | ' | |||||||||||||||||||||
Intangible Assets | ' | |||||||||||||||||||||
8. Intangible Assets | ||||||||||||||||||||||
The gross amount, accumulated amortization and net carrying amount of intangible assets are as follows: | ||||||||||||||||||||||
February 28, 2014 | May 31, 2013 | |||||||||||||||||||||
Useful Life | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||
(Years) | Amount | Amortization | Carrying | Amount | Amortization | Carrying | ||||||||||||||||
Customer relationships | 13-May | $ | 74,292 | $ | (32,466 | ) | $ | 41,826 | $ | 69,901 | $ | (27,422 | ) | $ | 42,479 | |||||||
Software/Technology | 15-Mar | 14,969 | (8,694 | ) | 6,275 | 14,336 | (7,629 | ) | 6,707 | |||||||||||||
Covenants not to compete | 5-Feb | 8,523 | (7,724 | ) | 799 | 8,069 | (7,523 | ) | 546 | |||||||||||||
Other | 5-Feb | 6,743 | (3,463 | ) | 3,280 | 5,195 | (2,935 | ) | 2,260 | |||||||||||||
$ | 104,527 | $ | (52,347 | ) | $ | 52,180 | $ | 97,501 | $ | (45,509 | ) | $ | 51,992 | |||||||||
Amortization expense for the three months ended February 28, 2014 and 2013 was approximately $2.4 million and $2.2 million, respectively. Amortization expense for the nine months ended February 28, 2014 and 2013 was approximately $6.7 million and $5.7 million, respectively. |
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 9 Months Ended | |||||||
Feb. 28, 2014 | ||||||||
Accrued Expenses and Other Current Liabilities | ' | |||||||
Accrued Expenses and Other Current Liabilities | ' | |||||||
9. Accrued Expenses and Other Current Liabilities | ||||||||
Accrued expenses and other current liabilities consist of the following: | ||||||||
February 28, 2014 | May 31, 2013 | |||||||
Accrued salaries, wages and related employee benefits | $ | 23,581 | $ | 23,662 | ||||
Contingent consideration, current portion | 3,314 | 5,144 | ||||||
Accrued workers’ compensation and health benefits | 3,432 | 3,667 | ||||||
Deferred revenue | 2,773 | 2,623 | ||||||
Other accrued expenses | 15,112 | 12,743 | ||||||
Total | $ | 48,212 | $ | 47,839 | ||||
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||||||
Feb. 28, 2014 | ||||||||
Long-Term Debt | ' | |||||||
Long-Term Debt | ' | |||||||
10. Long-Term Debt | ||||||||
Long-term debt consists of the following: | ||||||||
February 28, 2014 | May 31, 2013 | |||||||
Senior credit facility | $ | 65,631 | $ | 39,567 | ||||
Notes payable | 10,537 | 15,740 | ||||||
Other | 5,257 | 4,960 | ||||||
Total debt | 81,425 | 60,267 | ||||||
Less: Current portion | (7,542 | ) | (7,418 | ) | ||||
Long-term debt, net of current portion | $ | 73,883 | $ | 52,849 | ||||
Senior Credit Facility | ||||||||
The Company has a credit agreement with a $125.0 million revolving line of credit, which, under certain circumstances, can be increased to $150.0 million, and a maturity date of December 20, 2016. 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. As of February 28, 2014, borrowings of $65.6 million and letters of credit of $3.6 million were outstanding under the credit agreement. | ||||||||
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 0.25% to 1.25%, at the option of the Company, or based upon the Company’s Funded Debt Leverage Ratio. Funded Debt Leverage Ratio is generally 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 defined in the agreement as (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) share-based compensation expense, less (g) cash expense related to share-based compensation, plus or minus certain other adjustments) 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 2.5 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 if the Funded Debt Leverage Ratio exceeds 3.0 to 1. Amounts borrowed under the credit agreement are secured by liens on substantially all of the assets of the Company. | ||||||||
The credit agreement contains financial covenants requiring that the Company maintain a Funded Debt Leverage Ratio of less than 3.0 to 1 and an Interest Coverage Ratio of at least 3.0 to 1. Interest Coverage Ratio means 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 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, 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 and a pledge of its stock. | ||||||||
As of February 28, 2014, the Company was in compliance with the terms of the credit agreement. The Company continuously monitors its compliance with its covenants. | ||||||||
Several of the Company’s international subsidiaries have entered into a four million Euro facility agreement which enables each of them to borrow in Euros to finance the purchase of equipment. The Company has guaranteed the obligations of the subsidiaries under this facility agreement, and the interest rate charged on the loan balance is based upon the Company’s Funded Debt Leverage Ratio under the Company’s credit agreement. The facility agreement matures in October 2020. | ||||||||
Notes Payable and Other | ||||||||
In connection with some of its acquisitions made prior to the end of fiscal 2013, the Company issued subordinated notes payable to the sellers of the acquired businesses. The maturity of these notes range from three to five years from the date of acquisition, with stated interest rates ranging from 0% to 4%. The Company has discounted these obligations to reflect a 2% to 4% market interest rate. Unamortized discount on the notes was de minimis as of February 28, 2014 and May 31, 2013. Amortization is recorded as interest expense in the condensed consolidated statement of income. | ||||||||
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 issues of debt. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||
Feb. 28, 2014 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Fair Value Measurements | ' | |||||||||||||
11. Fair Value Measurements | ||||||||||||||
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. It also establishes a three level hierarchy that prioritizes the inputs used to measure fair value. The three levels of the hierarchy are defined as follows: | ||||||||||||||
Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | ||||||||||||||
Level 2 — Observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data. | ||||||||||||||
Level 3 — Unobservable inputs reflecting the Company’s own assumptions about inputs that market participants would use in pricing the asset or liability based on the best information available. | ||||||||||||||
In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company’s financial liabilities that are required to be remeasured at fair value on a recurring basis: | ||||||||||||||
February 28, 2014 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Liabilities: | ||||||||||||||
Contingent consideration | $ | — | $ | — | $ | 15,463 | $ | 15,463 | ||||||
Total Liabilities | $ | — | $ | — | $ | 15,463 | $ | 15,463 | ||||||
May 31, 2013 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Liabilities: | ||||||||||||||
Contingent consideration | $ | — | $ | — | $ | 15,438 | $ | 15,438 | ||||||
Total Liabilities | $ | — | $ | — | $ | 15,438 | $ | 15,438 | ||||||
The fair value of contingent consideration liabilities that was classified as Level 3 in the table above 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. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Feb. 28, 2014 | |
Commitments and Contingencies | ' |
Commitments and Contingencies | ' |
12. Commitments and Contingencies | |
Litigation | |
The Company is subject to lawsuits, investigations and claims that arise in the ordinary course of business. Although the Company cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against it, the Company believes that, except for the matters discussed below, the reasonably possible range of loss for all other pending legal proceeding to which the Company is a party in the aggregate is immaterial. The costs of defense and amounts that may be paid in such matters may be covered by insurance. | |
In January 2012, the Company received notice of a governmental investigation concerning an environmental incident which occurred in February 2011 outside of the premises of its Cudahy, California location. No human injury or property damage was reported or appears to have been caused as a result of this incident. While management cannot predict the ultimate outcome of this matter, based on its internal investigation to date, the Company does not believe the outcome will have a material effect on its financial condition or results of operations. | |
During fiscal 2013, the Company performed radiography work on the construction of a pipeline project in Georgia. The Company has received notice that the pipeline project owner contends that certain of the x-ray images the Company’s technicians prepared regarding the project did not meet the code quality interpretation standards required by API (American Petroleum Institute) 1104. The project owner is claiming damages as a result of the alleged quality defects of the Company’s x-ray images. No lawsuit has yet to be filed in this matter. At the present time, the Company is unable to determine the likely outcome or reasonably estimate the amount or range of potential liability related to this matter, and accordingly, has not established any reserves for this matter. | |
Acquisition-related contingencies | |
The Company is liable for contingent consideration in connection with certain of its acquisitions. As of February 28, 2014, total potential acquisition-related contingent consideration ranged from zero to approximately $31.0 million and would be payable upon the achievement of specific performance metrics by certain of the acquired companies over the next five years of operations. See Note 4 - Acquisitions and Note 11 — Fair Value Measurements to these consolidated financial statements for further discussion of the Company’s acquisitions. |
Subsequent_Event
Subsequent Event | 9 Months Ended |
Feb. 28, 2014 | |
Subsequent Event | ' |
Subsequent Event | ' |
13. Subsequent Event | |
Subsequent to February 28, 2014, the Company completed the acquisition of an asset protection business located in Russia to continue its market expansion strategy. The Company’s cash outlay for this acquisition was approximately $0.5 million. In addition, the Company will pay deferred consideration of approximately $0.3 million over the next three years. The Company is in the process of completing the preliminary purchase price allocation. This acquisition is not significant and no pro forma information has been included. |
Segment_Disclosure
Segment Disclosure | 9 Months Ended | |||||||||||||
Feb. 28, 2014 | ||||||||||||||
Segment Disclosure | ' | |||||||||||||
Segment Disclosure | ' | |||||||||||||
14. Segment Disclosure | ||||||||||||||
The Company’s three operating segments are: | ||||||||||||||
· Services. This segment provides asset protection solutions primarily in North America with the largest concentration in the United States and the Canadian services business, consisting primarily of non-destructive testing and inspection 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 Company’s other two segments to global markets, principally in 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. | ||||||||||||||
Allocations for general corporate services, including accounting, audit, and contract management, 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. | ||||||||||||||
The accounting policies of the reportable segments are the same as those described in Note 1 — Description of Business and Basis of Presentation. Segment income from operations is determined based on internal performance measures used by the Chief Executive Officer, who is the chief operating decision maker, to assess the performance of each business in a given period and to make decisions as to resource allocations. In connection with that assessment, the Chief Executive Officer may exclude matters such as charges for share-based compensation and certain other acquisition-related charges and balances, technology and product development costs, certain gains and losses from dispositions, and litigation settlements or other charges. Certain general and administrative costs such as human resources, information technology and training are allocated to the segments. Segment income from operations also excludes interest and other financial charges and income taxes. Corporate and other assets are comprised principally of cash, deposits, property, plant and equipment, domestic deferred taxes, deferred charges and other assets. Corporate loss from operations consists of depreciation on the corporate office facilities and equipment, administrative charges related to corporate personnel and other charges that cannot be readily identified for allocation to a particular segment. | ||||||||||||||
Selected consolidated financial information by segment for the periods shown was as follows: | ||||||||||||||
Three months ended February 28, | Nine months ended February 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Revenues | ||||||||||||||
Services | $ | 109,122 | $ | 90,537 | $ | 313,794 | $ | 278,147 | ||||||
International | 38,064 | 37,516 | 119,032 | 88,722 | ||||||||||
Products and Systems | 7,610 | 7,645 | 22,799 | 25,618 | ||||||||||
Corporate and eliminations | (3,069 | ) | (2,037 | ) | (11,305 | ) | (7,710 | ) | ||||||
$ | 151,727 | $ | 133,661 | $ | 444,320 | $ | 384,777 | |||||||
Three months ended February 28, | Nine months ended February 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Gross profit | ||||||||||||||
Services | $ | 26,216 | $ | 20,496 | $ | 83,881 | $ | 72,128 | ||||||
International | 10,086 | 9,851 | 33,499 | 24,231 | ||||||||||
Products and Systems | 3,674 | 3,790 | 9,776 | 13,010 | ||||||||||
Corporate and eliminations | (676 | ) | 69 | (602 | ) | 459 | ||||||||
$ | 39,300 | $ | 34,206 | $ | 126,554 | $ | 109,828 | |||||||
Three months ended February 28, | Nine months ended February 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Income from operations | ||||||||||||||
Services | $ | 7,452 | $ | 6,293 | $ | 32,698 | $ | 28,597 | ||||||
International | 84 | 586 | 9,192 | 3,457 | ||||||||||
Products and Systems | 87 | 1,699 | 1,147 | 6,481 | ||||||||||
Corporate and eliminations | (4,623 | ) | (3,596 | ) | (15,210 | ) | (10,100 | ) | ||||||
$ | 3,000 | $ | 4,982 | $ | 27,827 | $ | 28,435 | |||||||
Income by operating segment includes intercompany transactions, which are eliminated in Corporate and eliminations. | ||||||||||||||
Three months ended February 28, | Nine months ended February 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Depreciation and amortization | ||||||||||||||
Services | $ | 4,591 | $ | 4,660 | $ | 12,982 | $ | 13,763 | ||||||
International | 2,053 | 1,941 | 5,958 | 4,400 | ||||||||||
Products and Systems | 597 | 617 | 1,763 | 1,596 | ||||||||||
Corporate and eliminations | 59 | (26 | ) | 147 | (66 | ) | ||||||||
$ | 7,300 | $ | 7,192 | $ | 20,850 | $ | 19,693 | |||||||
February 28, 2014 | May 31, 2013 | |||||||||||||
Intangible assets, net | ||||||||||||||
Services | $ | 16,775 | $ | 14,527 | ||||||||||
International | 26,528 | 27,520 | ||||||||||||
Products and Systems | 8,623 | 9,600 | ||||||||||||
Corporate and eliminations | 254 | 345 | ||||||||||||
$ | 52,180 | $ | 51,992 | |||||||||||
February 28, 2014 | May 31, 2013 | |||||||||||||
Total assets | ||||||||||||||
Services | $ | 240,047 | $ | 200,326 | ||||||||||
International | 146,094 | 138,108 | ||||||||||||
Products and Systems | 37,179 | 37,948 | ||||||||||||
Corporate and eliminations | 3,397 | 278 | ||||||||||||
$ | 426,717 | $ | 376,660 | |||||||||||
February 28, 2014 | May 31, 2013 | |||||||||||||
Goodwill | ||||||||||||||
Services | $ | 76,672 | $ | 61,285 | ||||||||||
International | 42,452 | 40,788 | ||||||||||||
Products and Systems | 13,197 | 13,197 | ||||||||||||
$ | 132,321 | $ | 115,270 | |||||||||||
Revenues by geographic area for the three and nine months ended February 28, 2014 and 2013, respectively, were as follows: | ||||||||||||||
Three months ended February 28, | Nine months ended February 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Revenues | ||||||||||||||
United States | $ | 100,784 | $ | 83,273 | $ | 283,438 | $ | 255,108 | ||||||
Other Americas | 12,417 | 13,234 | 39,589 | 41,163 | ||||||||||
Europe | 33,636 | 32,897 | 106,441 | 72,878 | ||||||||||
Asia-Pacific | 4,890 | 4,257 | 14,852 | 15,628 | ||||||||||
$ | 151,727 | $ | 133,661 | $ | 444,320 | $ | 384,777 | |||||||
Description_of_Business_Basis_1
Description of Business & Basis of Presentation (Policies) | 9 Months Ended |
Feb. 28, 2014 | |
Description of Business & Basis of Presentation | ' |
Basis of Presentation | ' |
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 May 31, 2014 and 2013. Reference to a fiscal year means the fiscal year ended May 31. 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 consolidated financial statements contained in the Company’s Annual Report on Form 10-K (“Annual Report”) for fiscal 2013, as filed with the Securities and Exchange Commission on August 14, 2013. | |
Principles of Consolidation | ' |
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 noncontrolling interests are reported in stockholders’ equity in the accompanying condensed consolidated balance sheets. The noncontrolling interests in operating results, 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. The fiscal year for Mistras Group, Inc. and its subsidiaries end on May 31, except for the companies in the International segment, which end on April 30. Accordingly, the Company’s International segment subsidiaries are consolidated on a one-month lag. Therefore, in the fiscal quarter and year of acquisition, results of acquired subsidiaries in the International segment are generally included in consolidated results for one less month than the actual number of months from the acquisition date to the end of the reporting period. Management does not believe that any events occurred during the one-month lag period that would have a material effect on the Company’s consolidated financial statements as of or for any period presented. | |
Reclassification | ' |
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. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In February 2013, the FASB issued Accounting Standard Update (ASU) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which expands the disclosure requirements for amounts reclassified out of accumulated other comprehensive income. The update does not change the current requirements for reporting net income or other comprehensive income in financial statements and is effective for annual and interim reporting periods beginning after December 15, 2012. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements. Other recently issued accounting pronouncements did not, or are not believed by management to likely have a material impact on the Company’s current or future consolidated financial statements. |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 9 Months Ended | |||||||||||||
Feb. 28, 2014 | ||||||||||||||
Share-Based Compensation | ' | |||||||||||||
Schedule of cash proceeds from, and the aggregate intrinsic value of, stock options exercised | ' | |||||||||||||
Three months ended February 28, | Nine months ended February 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Cash proceeds from options exercised | $ | 349 | $ | 321 | $ | 712 | $ | 673 | ||||||
Aggregate intrinsic value of options exercised | $ | 458 | $ | 370 | $ | 836 | $ | 856 |
Earnings_per_Share_Tables
Earnings per Share (Tables) | 9 Months Ended | |||||||||||||
Feb. 28, 2014 | ||||||||||||||
Earnings per Share | ' | |||||||||||||
Schedule of computations of basic and diluted earnings per share | ' | |||||||||||||
Three months ended February 28, | Nine months ended February 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Basic earnings per share | ||||||||||||||
Numerator: | ||||||||||||||
Net income attributable to Mistras Group, Inc. | $ | 1,201 | $ | 2,751 | $ | 16,099 | $ | 16,195 | ||||||
Denominator: | ||||||||||||||
Weighted average common shares outstanding | 28,396 | 28,175 | 28,338 | 28,121 | ||||||||||
Basic earnings per share | $ | 0.04 | $ | 0.1 | $ | 0.57 | $ | 0.58 | ||||||
Diluted earnings per share: | ||||||||||||||
Numerator: | ||||||||||||||
Net income attributable to Mistras Group, Inc. | $ | 1,201 | $ | 2,751 | $ | 16,099 | $ | 16,195 | ||||||
Denominator: | ||||||||||||||
Weighted average common shares outstanding | 28,396 | 28,175 | 28,338 | 28,121 | ||||||||||
Dilutive effect of stock options outstanding | 849 | 815 | 750 | 806 | ||||||||||
Dilutive effect of restricted stock units outstanding | 129 | 111 | 161 | 151 | ||||||||||
29,374 | 29,101 | 29,249 | 29,078 | |||||||||||
Diluted earnings per share | $ | 0.04 | $ | 0.09 | $ | 0.55 | $ | 0.56 | ||||||
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | ||||
Feb. 28, 2014 | |||||
Acquisitions | ' | ||||
Summary of estimated fair value of assets acquired and liabilities assumed at the date of acquisition | ' | ||||
Number of Entities | 4 | ||||
Consideration transferred: | |||||
Cash paid | $ | 19,329 | |||
Contingent consideration | 3,676 | ||||
Consideration transferred | 23,005 | ||||
Current assets | 2,731 | ||||
Property, plant and equipment | 1,695 | ||||
Deferred tax asset | (938 | ) | |||
Intangibles | 5,758 | ||||
Goodwill | 15,982 | ||||
Debt and other long-term liabilities | (2,223 | ) | |||
Net assets acquired | $ | 23,005 |
Accounts_Receivable_net_Tables
Accounts Receivable, net (Tables) | 9 Months Ended | |||||||
Feb. 28, 2014 | ||||||||
Accounts Receivable, net | ' | |||||||
Schedule of accounts receivable | ' | |||||||
February 28, 2014 | May 31, 2013 | |||||||
Trade accounts receivable | $ | 128,364 | $ | 110,438 | ||||
Allowance for doubtful accounts | (2,060 | ) | (1,884 | ) | ||||
Total | $ | 126,304 | $ | 108,554 | ||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Feb. 28, 2014 | ||||||||
Inventories | ' | |||||||
Schedule of inventories | ' | |||||||
February 28, 2014 | May 31, 2013 | |||||||
Raw materials | $ | 3,409 | $ | 3,332 | ||||
Work in process | 2,457 | 2,310 | ||||||
Finished goods | 3,431 | 4,355 | ||||||
Services-related consumable supplies | 3,219 | 2,507 | ||||||
Total | $ | 12,516 | $ | 12,504 |
Property_Plant_and_Equipment_n1
Property, Plant and Equipment, net (Tables) | 9 Months Ended | |||||||||
Feb. 28, 2014 | ||||||||||
Property, Plant and Equipment, net | ' | |||||||||
Schedule of Property, plant and equipment | ' | |||||||||
Useful Life | ||||||||||
(Years) | February 28, 2014 | May 31, 2013 | ||||||||
Land | $ | 1,927 | $ | 1,943 | ||||||
Buildings and improvements | 30-40 | 22,704 | 20,973 | |||||||
Office furniture and equipment | 8-May | 6,804 | 5,543 | |||||||
Machinery and equipment | 7-May | 137,237 | 121,563 | |||||||
168,672 | 150,022 | |||||||||
Accumulated depreciation and amortization | (94,244 | ) | (81,603 | ) | ||||||
Property, plant and equipment, net | $ | 74,428 | $ | 68,419 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||||||||
Feb. 28, 2014 | ||||||||||||||||||||||
Intangible Assets | ' | |||||||||||||||||||||
Schedule of gross amount, accumulated amortization and net carrying amount of intangible assets | ' | |||||||||||||||||||||
February 28, 2014 | May 31, 2013 | |||||||||||||||||||||
Useful Life | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||
(Years) | Amount | Amortization | Carrying | Amount | Amortization | Carrying | ||||||||||||||||
Customer relationships | 13-May | $ | 74,292 | $ | (32,466 | ) | $ | 41,826 | $ | 69,901 | $ | (27,422 | ) | $ | 42,479 | |||||||
Software/Technology | 15-Mar | 14,969 | (8,694 | ) | 6,275 | 14,336 | (7,629 | ) | 6,707 | |||||||||||||
Covenants not to compete | 5-Feb | 8,523 | (7,724 | ) | 799 | 8,069 | (7,523 | ) | 546 | |||||||||||||
Other | 5-Feb | 6,743 | (3,463 | ) | 3,280 | 5,195 | (2,935 | ) | 2,260 | |||||||||||||
$ | 104,527 | $ | (52,347 | ) | $ | 52,180 | $ | 97,501 | $ | (45,509 | ) | $ | 51,992 |
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended | |||||||
Feb. 28, 2014 | ||||||||
Accrued Expenses and Other Current Liabilities | ' | |||||||
Schedule of accrued expenses and other current liabilities | ' | |||||||
February 28, 2014 | May 31, 2013 | |||||||
Accrued salaries, wages and related employee benefits | $ | 23,581 | $ | 23,662 | ||||
Contingent consideration, current portion | 3,314 | 5,144 | ||||||
Accrued workers’ compensation and health benefits | 3,432 | 3,667 | ||||||
Deferred revenue | 2,773 | 2,623 | ||||||
Other accrued expenses | 15,112 | 12,743 | ||||||
Total | $ | 48,212 | $ | 47,839 |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | |||||||
Feb. 28, 2014 | ||||||||
Long-Term Debt | ' | |||||||
Schedule of long-term debt | ' | |||||||
February 28, 2014 | May 31, 2013 | |||||||
Senior credit facility | $ | 65,631 | $ | 39,567 | ||||
Notes payable | 10,537 | 15,740 | ||||||
Other | 5,257 | 4,960 | ||||||
Total debt | 81,425 | 60,267 | ||||||
Less: Current portion | (7,542 | ) | (7,418 | ) | ||||
Long-term debt, net of current portion | $ | 73,883 | $ | 52,849 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||
Feb. 28, 2014 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Schedule of fair value of the Company's financial liabilities that are required to be remeasured at fair value on a recurring basis | ' | |||||||||||||
February 28, 2014 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Liabilities: | ||||||||||||||
Contingent consideration | $ | — | $ | — | $ | 15,463 | $ | 15,463 | ||||||
Total Liabilities | $ | — | $ | — | $ | 15,463 | $ | 15,463 | ||||||
May 31, 2013 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Liabilities: | ||||||||||||||
Contingent consideration | $ | — | $ | — | $ | 15,438 | $ | 15,438 | ||||||
Total Liabilities | $ | — | $ | — | $ | 15,438 | $ | 15,438 |
Segment_Disclosure_Tables
Segment Disclosure (Tables) | 9 Months Ended | |||||||||||||
Feb. 28, 2014 | ||||||||||||||
Segment Disclosure | ' | |||||||||||||
Schedule of consolidated financial information by segment | ' | |||||||||||||
Three months ended February 28, | Nine months ended February 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Revenues | ||||||||||||||
Services | $ | 109,122 | $ | 90,537 | $ | 313,794 | $ | 278,147 | ||||||
International | 38,064 | 37,516 | 119,032 | 88,722 | ||||||||||
Products and Systems | 7,610 | 7,645 | 22,799 | 25,618 | ||||||||||
Corporate and eliminations | (3,069 | ) | (2,037 | ) | (11,305 | ) | (7,710 | ) | ||||||
$ | 151,727 | $ | 133,661 | $ | 444,320 | $ | 384,777 | |||||||
Three months ended February 28, | Nine months ended February 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Gross profit | ||||||||||||||
Services | $ | 26,216 | $ | 20,496 | $ | 83,881 | $ | 72,128 | ||||||
International | 10,086 | 9,851 | 33,499 | 24,231 | ||||||||||
Products and Systems | 3,674 | 3,790 | 9,776 | 13,010 | ||||||||||
Corporate and eliminations | (676 | ) | 69 | (602 | ) | 459 | ||||||||
$ | 39,300 | $ | 34,206 | $ | 126,554 | $ | 109,828 | |||||||
Three months ended February 28, | Nine months ended February 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Income from operations | ||||||||||||||
Services | $ | 7,452 | $ | 6,293 | $ | 32,698 | $ | 28,597 | ||||||
International | 84 | 586 | 9,192 | 3,457 | ||||||||||
Products and Systems | 87 | 1,699 | 1,147 | 6,481 | ||||||||||
Corporate and eliminations | (4,623 | ) | (3,596 | ) | (15,210 | ) | (10,100 | ) | ||||||
$ | 3,000 | $ | 4,982 | $ | 27,827 | $ | 28,435 | |||||||
Income by operating segment includes intercompany transactions, which are eliminated in Corporate and eliminations. | ||||||||||||||
Three months ended February 28, | Nine months ended February 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Depreciation and amortization | ||||||||||||||
Services | $ | 4,591 | $ | 4,660 | $ | 12,982 | $ | 13,763 | ||||||
International | 2,053 | 1,941 | 5,958 | 4,400 | ||||||||||
Products and Systems | 597 | 617 | 1,763 | 1,596 | ||||||||||
Corporate and eliminations | 59 | (26 | ) | 147 | (66 | ) | ||||||||
$ | 7,300 | $ | 7,192 | $ | 20,850 | $ | 19,693 | |||||||
February 28, 2014 | May 31, 2013 | |||||||||||||
Intangible assets, net | ||||||||||||||
Services | $ | 16,775 | $ | 14,527 | ||||||||||
International | 26,528 | 27,520 | ||||||||||||
Products and Systems | 8,623 | 9,600 | ||||||||||||
Corporate and eliminations | 254 | 345 | ||||||||||||
$ | 52,180 | $ | 51,992 | |||||||||||
February 28, 2014 | May 31, 2013 | |||||||||||||
Total assets | ||||||||||||||
Services | $ | 240,047 | $ | 200,326 | ||||||||||
International | 146,094 | 138,108 | ||||||||||||
Products and Systems | 37,179 | 37,948 | ||||||||||||
Corporate and eliminations | 3,397 | 278 | ||||||||||||
$ | 426,717 | $ | 376,660 | |||||||||||
February 28, 2014 | May 31, 2013 | |||||||||||||
Goodwill | ||||||||||||||
Services | $ | 76,672 | $ | 61,285 | ||||||||||
International | 42,452 | 40,788 | ||||||||||||
Products and Systems | 13,197 | 13,197 | ||||||||||||
$ | 132,321 | $ | 115,270 | |||||||||||
Schedule of revenues by geographic area | ' | |||||||||||||
Three months ended February 28, | Nine months ended February 28, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Revenues | ||||||||||||||
United States | $ | 100,784 | $ | 83,273 | $ | 283,438 | $ | 255,108 | ||||||
Other Americas | 12,417 | 13,234 | 39,589 | 41,163 | ||||||||||
Europe | 33,636 | 32,897 | 106,441 | 72,878 | ||||||||||
Asia-Pacific | 4,890 | 4,257 | 14,852 | 15,628 | ||||||||||
$ | 151,727 | $ | 133,661 | $ | 444,320 | $ | 384,777 |
Description_of_Business_Basis_2
Description of Business & Basis of Presentation (Details) | 3 Months Ended |
Feb. 28, 2014 | |
item | |
Principles of Consolidation | ' |
Difference of period between the consolidation of International segment subsidiaries | '1 month |
Number of months less than the actual number of months from the acquisition date for which results of international segment subsidiaries are included in consolidation | 1 |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | |
Share-based compensation | ' | ' | ' | ' |
Number of employee stock ownership plans | ' | ' | 2 | ' |
Additional disclosures | ' | ' | ' | ' |
Stock options granted (in shares) | ' | ' | 0 | 0 |
Stock option awards | ' | ' | ' | ' |
Share-based compensation | ' | ' | ' | ' |
Recognized share-based compensation expense | ' | $800,000 | $700,000 | $2,300,000 |
Weighted-average period over which unrecognized compensation cost is expected to be recognized | ' | ' | '2 years | ' |
Additional disclosures | ' | ' | ' | ' |
Cash proceeds from options exercised | 349,000 | 321,000 | 712,000 | 673,000 |
Aggregate intrinsic value of options exercised | 458,000 | 370,000 | 836,000 | 856,000 |
Stock option awards | Maximum | ' | ' | ' | ' |
Share-based compensation | ' | ' | ' | ' |
Recognized share-based compensation expense | 100,000 | ' | ' | ' |
Unrecognized compensation costs, net of estimated forfeitures, related to stock option awards | $100,000 | ' | $100,000 | ' |
2007 Plan | ' | ' | ' | ' |
Share-based compensation | ' | ' | ' | ' |
Number of further awards that may be granted under the 2007 Plan (in shares) | 0 | ' | 0 | ' |
ShareBased_Compensation_Detail1
Share-Based Compensation (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | |
Share-based compensation | ' | ' | ' | ' |
Payments for employees' tax obligations | ' | ' | $1,004,000 | $806,000 |
Non-employee directors | ' | ' | ' | ' |
Share-based compensation | ' | ' | ' | ' |
Number of fully vested common stock granted | ' | ' | 19,000 | 13,000 |
Number of non-employee directors to whom fully vested common stock is granted | ' | ' | 5 | 5 |
Fair value of shares vested | ' | ' | 400,000 | 300,000 |
Restricted stock unit awards | ' | ' | ' | ' |
Share-based compensation | ' | ' | ' | ' |
Recognized share-based compensation expense | 1,000,000 | 800,000 | 2,900,000 | 2,100,000 |
Unrecognized compensation cost, net of estimated forfeitures, related to restricted stock unit awards | 9,800,000 | ' | 9,800,000 | ' |
Weighted-average period over which unrecognized compensation cost is expected to be recognized | ' | ' | '2 years 7 months 6 days | ' |
Shares vested | ' | ' | 178,000 | 123,000 |
Fair value of shares vested | ' | ' | $3,300,000 | $1,900,000 |
Shares withheld by company for employees' tax obligations | ' | ' | 55,000 | 37,000 |
Earnings_per_Share_Details
Earnings per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 |
Numerator: | ' | ' | ' | ' |
Net income attributable to Mistras Group, Inc. | $1,201 | $2,751 | $16,099 | $16,195 |
Denominator: | ' | ' | ' | ' |
Weighted average common shares outstanding | 28,396 | 28,175 | 28,338 | 28,121 |
Basic earnings per share (in dollars per share) | $0.04 | $0.10 | $0.57 | $0.58 |
Numerator: | ' | ' | ' | ' |
Net income attributable to Mistras Group, Inc. | $1,201 | $2,751 | $16,099 | $16,195 |
Denominator: | ' | ' | ' | ' |
Weighted average common shares outstanding | 28,396 | 28,175 | 28,338 | 28,121 |
Dilutive effect of stock options outstanding (in shares) | 849 | 815 | 750 | 806 |
Dilutive effect of restricted stock units outstanding (in shares) | 129 | 111 | 161 | 151 |
Weighted average common shares outstanding, diluted | 29,374 | 29,101 | 29,249 | 29,078 |
Diluted earnings per share (in dollars per share) | $0.04 | $0.09 | $0.55 | $0.56 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | 31-May-13 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Nov. 30, 2013 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2014 | |
item | Acquisition of asset protection business | Acquisition of asset protection business | Acquisition of asset protection business | Fiscal 2014 acquisitions | Fiscal 2014 acquisitions | Fiscal 2014 acquisitions | Fiscal 2014 acquisitions | Fiscal 2014 acquisitions | Fiscal 2014 acquisitions | Fiscal 2014 acquisitions | |||||
Minimum | Maximum | item | Minimum | Maximum | |||||||||||
Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period over which potential acquisition-related contingent consideration would be payable | ' | ' | ' | ' | ' | ' | '2 years | '3 years | ' | ' | ' | ' | ' | ' | ' |
Percentage of common stock acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' |
Estimated fair value of the assets acquired and liabilities assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Entities | ' | ' | 2 | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' |
Consideration transferred: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid | ' | ' | ' | ' | ' | $17,800,000 | ' | ' | ' | ' | ' | $19,329,000 | ' | ' | ' |
Contingent consideration | 15,500,000 | ' | 15,500,000 | ' | 15,400,000 | ' | ' | 5,700,000 | 3,676,000 | ' | ' | 3,676,000 | ' | ' | ' |
Consideration transferred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,005,000 | ' | ' | ' |
Current assets | ' | ' | ' | ' | ' | ' | ' | ' | 2,731,000 | ' | ' | 2,731,000 | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | 1,695,000 | ' | ' | 1,695,000 | ' | ' | ' |
Deferred tax asset | ' | ' | ' | ' | ' | ' | ' | ' | -938,000 | ' | ' | -938,000 | ' | ' | ' |
Intangibles | ' | ' | ' | ' | ' | ' | ' | ' | 5,758,000 | ' | ' | 5,758,000 | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,982,000 | ' | ' | ' |
Debt and other long-term liabilities | ' | ' | ' | ' | ' | ' | ' | ' | -2,223,000 | ' | ' | -2,223,000 | ' | ' | ' |
Net assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | 23,005,000 | ' | ' | 23,005,000 | ' | ' | ' |
Amortization period of intangible assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '5 years |
Pro forma information of the results of operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 7,200,000 | ' | ' | 500,000 | ' | ' | ' |
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | 7,200,000 | ' | ' | 500,000 | ' | ' | ' |
Other acquisition information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related costs | 978,000 | -1,212,000 | -1,530,000 | -1,006,000 | ' | ' | ' | ' | 400,000 | ' | 300,000 | 900,000 | 1,200,000 | ' | ' |
Net increase (decrease) in acquisition-related contingent consideration liabilities | 600,000 | -1,500,000 | -2,414,000 | -2,256,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (decrease) in income from operations | -600,000 | 1,500,000 | 2,400,000 | 2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of contingent consideration liabilities | $15,500,000 | ' | $15,500,000 | ' | $15,400,000 | ' | ' | $5,700,000 | $3,676,000 | ' | ' | $3,676,000 | ' | ' | ' |
Accounts_Receivable_net_Detail
Accounts Receivable, net (Details) (USD $) | Feb. 28, 2014 | 31-May-13 |
In Thousands, unless otherwise specified | ||
Accounts Receivable, net | ' | ' |
Trade accounts receivable | $128,364 | $110,438 |
Allowance for doubtful accounts | -2,060 | -1,884 |
Total | $126,304 | $108,554 |
Inventories_Details
Inventories (Details) (USD $) | Feb. 28, 2014 | 31-May-13 |
In Thousands, unless otherwise specified | ||
Inventories | ' | ' |
Raw materials | $3,409 | $3,332 |
Work in process | 2,457 | 2,310 |
Finished goods | 3,431 | 4,355 |
Services-related consumable supplies | 3,219 | 2,507 |
Total | $12,516 | $12,504 |
Property_Plant_and_Equipment_n2
Property, Plant and Equipment, net (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | 31-May-13 | |
Property, Plant and Equipment, net | ' | ' | ' | ' | ' |
Property, plant and equipment, gross | $168,672,000 | ' | $168,672,000 | ' | $150,022,000 |
Accumulated depreciation and amortization | -94,244,000 | ' | -94,244,000 | ' | -81,603,000 |
Property, plant and equipment, net | 74,428,000 | ' | 74,428,000 | ' | 68,419,000 |
Depreciation expense | 4,900,000 | 5,000,000 | 14,100,000 | 14,000,000 | ' |
Land | ' | ' | ' | ' | ' |
Property, Plant and Equipment, net | ' | ' | ' | ' | ' |
Property, plant and equipment, gross | 1,927,000 | ' | 1,927,000 | ' | 1,943,000 |
Buildings and improvements | ' | ' | ' | ' | ' |
Property, Plant and Equipment, net | ' | ' | ' | ' | ' |
Property, plant and equipment, gross | 22,704,000 | ' | 22,704,000 | ' | 20,973,000 |
Buildings and improvements | Minimum | ' | ' | ' | ' | ' |
Property, Plant and Equipment, net | ' | ' | ' | ' | ' |
Useful Life | ' | ' | '30 years | ' | ' |
Buildings and improvements | Maximum | ' | ' | ' | ' | ' |
Property, Plant and Equipment, net | ' | ' | ' | ' | ' |
Useful Life | ' | ' | '40 years | ' | ' |
Office furniture and equipment | ' | ' | ' | ' | ' |
Property, Plant and Equipment, net | ' | ' | ' | ' | ' |
Property, plant and equipment, gross | 6,804,000 | ' | 6,804,000 | ' | 5,543,000 |
Office furniture and equipment | Minimum | ' | ' | ' | ' | ' |
Property, Plant and Equipment, net | ' | ' | ' | ' | ' |
Useful Life | ' | ' | '5 years | ' | ' |
Office furniture and equipment | Maximum | ' | ' | ' | ' | ' |
Property, Plant and Equipment, net | ' | ' | ' | ' | ' |
Useful Life | ' | ' | '8 years | ' | ' |
Machinery and equipment | ' | ' | ' | ' | ' |
Property, Plant and Equipment, net | ' | ' | ' | ' | ' |
Property, plant and equipment, gross | $137,237,000 | ' | $137,237,000 | ' | $121,563,000 |
Machinery and equipment | Minimum | ' | ' | ' | ' | ' |
Property, Plant and Equipment, net | ' | ' | ' | ' | ' |
Useful Life | ' | ' | '5 years | ' | ' |
Machinery and equipment | Maximum | ' | ' | ' | ' | ' |
Property, Plant and Equipment, net | ' | ' | ' | ' | ' |
Useful Life | ' | ' | '7 years | ' | ' |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | 31-May-13 | |
Intangible assets | ' | ' | ' | ' | ' |
Gross Amount | $104,527,000 | ' | $104,527,000 | ' | $97,501,000 |
Accumulated Amortization | -52,347,000 | ' | -52,347,000 | ' | -45,509,000 |
Net Carrying | 52,180,000 | ' | 52,180,000 | ' | 51,992,000 |
Amortization expense | 2,400,000 | 2,200,000 | 6,700,000 | 5,700,000 | ' |
Customer relationships | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Gross Amount | 74,292,000 | ' | 74,292,000 | ' | 69,901,000 |
Accumulated Amortization | -32,466,000 | ' | -32,466,000 | ' | -27,422,000 |
Net Carrying | 41,826,000 | ' | 41,826,000 | ' | 42,479,000 |
Customer relationships | Minimum | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Useful Life | ' | ' | '5 years | ' | ' |
Customer relationships | Maximum | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Useful Life | ' | ' | '13 years | ' | ' |
Software/Technology | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Gross Amount | 14,969,000 | ' | 14,969,000 | ' | 14,336,000 |
Accumulated Amortization | -8,694,000 | ' | -8,694,000 | ' | -7,629,000 |
Net Carrying | 6,275,000 | ' | 6,275,000 | ' | 6,707,000 |
Software/Technology | Minimum | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Useful Life | ' | ' | '3 years | ' | ' |
Software/Technology | Maximum | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Useful Life | ' | ' | '15 years | ' | ' |
Covenants not to compete | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Gross Amount | 8,523,000 | ' | 8,523,000 | ' | 8,069,000 |
Accumulated Amortization | -7,724,000 | ' | -7,724,000 | ' | -7,523,000 |
Net Carrying | 799,000 | ' | 799,000 | ' | 546,000 |
Covenants not to compete | Minimum | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Useful Life | ' | ' | '2 years | ' | ' |
Covenants not to compete | Maximum | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Useful Life | ' | ' | '5 years | ' | ' |
Other | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Gross Amount | 6,743,000 | ' | 6,743,000 | ' | 5,195,000 |
Accumulated Amortization | -3,463,000 | ' | -3,463,000 | ' | -2,935,000 |
Net Carrying | $3,280,000 | ' | $3,280,000 | ' | $2,260,000 |
Other | Minimum | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Useful Life | ' | ' | '2 years | ' | ' |
Other | Maximum | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Useful Life | ' | ' | '5 years | ' | ' |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities (Details) (USD $) | Feb. 28, 2014 | 31-May-13 |
In Thousands, unless otherwise specified | ||
Accrued Expenses and Other Current Liabilities | ' | ' |
Accrued salaries, wages and related employee benefits | $23,581 | $23,662 |
Contingent consideration, current portion | 3,314 | 5,144 |
Accrued workers' compensation and health benefits | 3,432 | 3,667 |
Deferred revenue | 2,773 | 2,623 |
Other accrued expenses | 15,112 | 12,743 |
Total | $48,212 | $47,839 |
LongTerm_Debt_Details
Long-Term Debt (Details) | Feb. 28, 2014 | 31-May-13 | Feb. 28, 2014 | 31-May-13 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | 31-May-13 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | 31-May-13 |
USD ($) | USD ($) | Senior credit facility | Senior credit facility | Senior credit facility | Senior credit facility | Senior credit facility | Senior credit facility | Senior credit facility | Senior credit facility | Senior credit facility | Senior credit facility | Senior credit facility | Notes payable | Notes payable | Notes payable | Notes payable | Other | Other | |
USD ($) | USD ($) | Euros | Minimum | Maximum | LIBOR | LIBOR | LIBOR | Base rate | Base rate | Base rate | USD ($) | USD ($) | Minimum | Maximum | USD ($) | USD ($) | |||
item | EUR (€) | Minimum | Maximum | Minimum | Maximum | ||||||||||||||
Long-Term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | $81,425,000 | $60,267,000 | $65,631,000 | $39,567,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,537,000 | $15,740,000 | ' | ' | $5,257,000 | $4,960,000 |
Less: Current portion | -7,542,000 | -7,418,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, net of current portion | 73,883,000 | 52,849,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current borrowing capacity | ' | ' | 125,000,000 | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity in non-U.S. dollar currencies | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum amount available for the issuance of letters of credit | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding borrowings | ' | ' | 65,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding letters of credit | ' | ' | $3,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reference rate, description | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | 'base rate | ' | ' | ' | ' | ' | ' | ' | ' |
Margin (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 2.00% | ' | -0.25% | -1.25% | ' | ' | ' | ' | ' | ' |
Number of consecutive fiscal quarters used for calculating Funded Debt Leverage Ratio | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Funded Debt Leverage Ratio at which the entity will have the benefit of lowest interest margin | ' | ' | ' | ' | ' | ' | 0.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Funded Debt Leverage Ratio at which the entity will bear the maximum interest rate margin | ' | ' | ' | ' | ' | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional interest rate margin if Funded Debt Leverage Ratio exceeds threshold (as a percent) | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Funded Debt Leverage Ratio for additional interest payment | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Funded Debt Leverage Ratio | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Coverage Ratio | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preceding period used for calculating Interest Coverage Ratio | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity term from the date of acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '5 years | ' | ' |
Interest rate, minimum (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' |
Interest rate, maximum (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' | ' | ' |
Market interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 4.00% | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Feb. 28, 2014 | 31-May-13 |
In Thousands, unless otherwise specified | ||
Liabilities: | ' | ' |
Contingent consideration | $15,500 | $15,400 |
Recurring basis | Level 3 | ' | ' |
Liabilities: | ' | ' |
Contingent consideration | 15,463 | 15,438 |
Total Liabilities | 15,463 | 15,438 |
Recurring basis | Total | ' | ' |
Liabilities: | ' | ' |
Contingent consideration | 15,463 | 15,438 |
Total Liabilities | $15,463 | $15,438 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | 31-May-13 | Feb. 28, 2014 |
Lawsuits for alleged quality defects | Acquisition-related contingencies | |
item | ||
Litigation | ' | ' |
Number of lawsuits yet to be filed | 0 | ' |
Potential acquisition-related contingent consideration, low end of range | ' | $0 |
Potential acquisition-related contingent consideration, high end of range | ' | $31 |
Period over which potential acquisition-related contingent consideration would be payable | ' | '5 years |
Subsequent_Event_Details
Subsequent Event (Details) (Acquisition of asset protection business, USD $) | 3 Months Ended | 0 Months Ended |
Feb. 28, 2014 | Feb. 28, 2014 | |
Subsequent Event | ||
Subsequent event | ' | ' |
Acquisition cash outlay | $17,800,000 | $500,000 |
Deferred consideration to be paid for acquisition | ' | $300,000 |
Period over which potential acquisition-related contingent consideration would be payable | ' | '3 years |
Segment_Disclosure_Details
Segment Disclosure (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | 31-May-13 |
item | |||||
Segment Disclosure | ' | ' | ' | ' | ' |
Number of operating segments | ' | ' | 3 | ' | ' |
Financial information by segment | ' | ' | ' | ' | ' |
Revenues | $151,727 | $133,661 | $444,320 | $384,777 | ' |
Gross profit | 39,300 | 34,206 | 126,554 | 109,828 | ' |
Income from operations | 3,000 | 4,982 | 27,827 | 28,435 | ' |
Depreciation and amortization | 7,300 | 7,192 | 20,850 | 19,693 | ' |
Intangible assets, net | 52,180 | ' | 52,180 | ' | 51,992 |
Total assets | 426,717 | ' | 426,717 | ' | 376,660 |
Goodwill | 132,321 | ' | 132,321 | ' | 115,270 |
Operating segments | Services | ' | ' | ' | ' | ' |
Financial information by segment | ' | ' | ' | ' | ' |
Revenues | 109,122 | 90,537 | 313,794 | 278,147 | ' |
Gross profit | 26,216 | 20,496 | 83,881 | 72,128 | ' |
Income from operations | 7,452 | 6,293 | 32,698 | 28,597 | ' |
Depreciation and amortization | 4,591 | 4,660 | 12,982 | 13,763 | ' |
Intangible assets, net | 16,775 | ' | 16,775 | ' | 14,527 |
Total assets | 240,047 | ' | 240,047 | ' | 200,326 |
Goodwill | 76,672 | ' | 76,672 | ' | 61,285 |
Operating segments | International | ' | ' | ' | ' | ' |
Financial information by segment | ' | ' | ' | ' | ' |
Revenues | 38,064 | 37,516 | 119,032 | 88,722 | ' |
Gross profit | 10,086 | 9,851 | 33,499 | 24,231 | ' |
Income from operations | 84 | 586 | 9,192 | 3,457 | ' |
Depreciation and amortization | 2,053 | 1,941 | 5,958 | 4,400 | ' |
Intangible assets, net | 26,528 | ' | 26,528 | ' | 27,520 |
Total assets | 146,094 | ' | 146,094 | ' | 138,108 |
Goodwill | 42,452 | ' | 42,452 | ' | 40,788 |
Operating segments | Products and Systems | ' | ' | ' | ' | ' |
Financial information by segment | ' | ' | ' | ' | ' |
Revenues | 7,610 | 7,645 | 22,799 | 25,618 | ' |
Gross profit | 3,674 | 3,790 | 9,776 | 13,010 | ' |
Income from operations | 87 | 1,699 | 1,147 | 6,481 | ' |
Depreciation and amortization | 597 | 617 | 1,763 | 1,596 | ' |
Intangible assets, net | 8,623 | ' | 8,623 | ' | 9,600 |
Total assets | 37,179 | ' | 37,179 | ' | 37,948 |
Goodwill | 13,197 | ' | 13,197 | ' | 13,197 |
Corporate and eliminations | ' | ' | ' | ' | ' |
Financial information by segment | ' | ' | ' | ' | ' |
Revenues | -3,069 | -2,037 | -11,305 | -7,710 | ' |
Gross profit | -676 | 69 | -602 | 459 | ' |
Income from operations | -4,623 | -3,596 | -15,210 | -10,100 | ' |
Depreciation and amortization | 59 | -26 | 147 | -66 | ' |
Intangible assets, net | 254 | ' | 254 | ' | 345 |
Total assets | $3,397 | ' | $3,397 | ' | $278 |
Segment_Disclosure_Details_2
Segment Disclosure (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 |
Revenue by geographic area | ' | ' | ' | ' |
Revenues | $151,727 | $133,661 | $444,320 | $384,777 |
United States | ' | ' | ' | ' |
Revenue by geographic area | ' | ' | ' | ' |
Revenues | 100,784 | 83,273 | 283,438 | 255,108 |
Other Americas | ' | ' | ' | ' |
Revenue by geographic area | ' | ' | ' | ' |
Revenues | 12,417 | 13,234 | 39,589 | 41,163 |
Europe | ' | ' | ' | ' |
Revenue by geographic area | ' | ' | ' | ' |
Revenues | 33,636 | 32,897 | 106,441 | 72,878 |
Asia-Pacific | ' | ' | ' | ' |
Revenue by geographic area | ' | ' | ' | ' |
Revenues | $4,890 | $4,257 | $14,852 | $15,628 |