Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 02, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | Mistras Group, Inc. | |
Entity Central Index Key | 1,436,126 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 28,375,935 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 17,530 | $ 27,541 |
Accounts receivable, net | 144,200 | 138,080 |
Inventories | 11,580 | 10,503 |
Prepaid expenses and other current assets | 17,995 | 18,884 |
Total current assets | 191,305 | 195,008 |
Property, plant and equipment, net | 87,215 | 87,143 |
Intangible assets, net | 59,171 | 63,739 |
Goodwill | 199,656 | 203,438 |
Deferred income taxes | 1,549 | 1,606 |
Other assets | 5,093 | 3,507 |
Total assets | 543,989 | 554,441 |
Current Liabilities | ||
Accounts payable | 14,627 | 10,362 |
Accrued expenses and other current liabilities | 63,922 | 65,561 |
Current portion of long-term debt | 2,225 | 2,358 |
Current portion of capital lease obligations | 5,294 | 5,875 |
Income taxes payable | 3,365 | 6,069 |
Total current liabilities | 89,433 | 90,225 |
Long-term debt, net of current portion | 150,024 | 164,520 |
Obligations under capital leases, net of current portion | 8,370 | 8,738 |
Deferred income taxes | 9,247 | 8,803 |
Other long-term liabilities | 9,061 | 11,363 |
Total liabilities | 266,135 | 283,649 |
Commitments and contingencies | ||
Equity | ||
Preferred stock, 10,000,000 shares authorized | 0 | 0 |
Common stock, $0.01 par value, 200,000,000 shares authorized, 28,373,535 and 28,294,968 shares issued | 283 | 282 |
Additional paid-in capital | 224,634 | 222,425 |
Retained earnings | 73,624 | 64,717 |
Accumulated other comprehensive loss | (20,870) | (16,805) |
Total Mistras Group, Inc. stockholders’ equity | 277,671 | 270,619 |
Non-controlling interests | 183 | 173 |
Total equity | 277,854 | 270,792 |
Total liabilities and equity | $ 543,989 | $ 554,441 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 28,373,535 | 28,294,968 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 191,793 | $ 170,439 | $ 379,423 | $ 333,757 |
Cost of revenue | 131,084 | 118,825 | 264,872 | 233,828 |
Depreciation | 5,626 | 5,271 | 11,323 | 10,433 |
Gross profit | 55,083 | 46,343 | 103,228 | 89,496 |
Selling, general and administrative expenses | 41,267 | 37,973 | 80,301 | 75,273 |
Research and engineering | 913 | 552 | 1,669 | 1,195 |
Depreciation and amortization | 2,965 | 2,613 | 5,916 | 5,116 |
Acquisition-related expense (benefit), net | (366) | 202 | (1,360) | (341) |
Income from operations | 10,304 | 5,003 | 16,702 | 8,253 |
Interest expense | 1,895 | 1,015 | 3,686 | 2,033 |
Income before provision for income taxes | 8,409 | 3,988 | 13,016 | 6,220 |
Provision for income taxes | 2,409 | 1,770 | 4,096 | 2,304 |
Net income | 6,000 | 2,218 | 8,920 | 3,916 |
Less: net income attributable to non-controlling interests, net of taxes | 0 | 1 | 12 | 7 |
Net income attributable to Mistras Group, Inc. | $ 6,000 | $ 2,217 | $ 8,908 | $ 3,909 |
Earnings per common share: | ||||
Basic (in dollars per share) | $ 0.21 | $ 0.08 | $ 0.31 | $ 0.14 |
Diluted (in dollars per share) | $ 0.20 | $ 0.07 | $ 0.30 | $ 0.13 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 28,346 | 28,437 | 28,325 | 28,562 |
Diluted (in shares) | 29,334 | 29,599 | 29,349 | 29,754 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 6,000 | $ 2,218 | $ 8,920 | $ 3,916 |
Other comprehensive income: | ||||
Foreign currency translation adjustments | (5,565) | 6,042 | (4,065) | 7,492 |
Comprehensive income | 435 | 8,260 | 4,855 | 11,408 |
Less: comprehensive income attributable to non-controlling interest | (4) | 3 | 10 | 9 |
Comprehensive income attributable to Mistras Group, Inc. | $ 439 | $ 8,257 | $ 4,845 | $ 11,399 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities | ||
Net income | $ 8,920 | $ 3,916 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 17,239 | 15,549 |
Deferred income taxes | 601 | 308 |
Share-based compensation expense | 2,829 | 3,420 |
Bad debt provision for unexpected customer bankruptcy | 0 | 1,200 |
Fair value adjustments to contingent consideration | (990) | (632) |
Other | 536 | 282 |
Changes in operating assets and liabilities, net of effect of acquisitions | ||
Accounts receivable | (8,405) | 2,703 |
Inventories | (1,171) | (815) |
Prepaid expenses and other assets | (1,248) | 344 |
Accounts payable | 4,475 | 2,268 |
Accrued expenses and other liabilities | (78) | (4,749) |
Income taxes payable | (2,613) | (822) |
Net cash provided by operating activities | 20,095 | 22,972 |
Cash flows from investing activities | ||
Purchase of property, plant and equipment | (10,963) | (9,789) |
Purchase of intangible assets | (265) | (688) |
Acquisition of businesses, net of cash acquired | 0 | (4,500) |
Proceeds from sale of equipment | 941 | 759 |
Net cash used in investing activities | (10,287) | (14,218) |
Cash flows from financing activities | ||
Repayment of capital lease obligations | (3,109) | (3,300) |
Proceeds from borrowings of long-term debt | 1,334 | 3,784 |
Repayment of long-term debt | (1,322) | (1,032) |
Proceeds from revolver | 19,100 | 30,400 |
Repayment of revolver | (33,100) | (19,700) |
Payment of contingent consideration for business acquisitions | (1,506) | (547) |
Purchases of treasury stock | 0 | (12,000) |
Taxes paid related to net share settlement of share-based awards | (654) | (607) |
Proceeds from exercise of stock options | 0 | 276 |
Net cash used in financing activities | (19,257) | (2,726) |
Effect of exchange rate changes on cash and cash equivalents | (562) | 1,602 |
Net change in cash and cash equivalents | (10,011) | 7,630 |
Cash and cash equivalents at beginning of period | 27,541 | 19,154 |
Cash and cash equivalents at end of period | 17,530 | 26,784 |
Supplemental disclosure of cash paid | ||
Interest | 3,456 | 2,023 |
Income taxes | 7,011 | 2,463 |
Noncash investing and financing | ||
Equipment acquired through capital lease obligations | $ 2,546 | $ 2,199 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Description of Business Mistras Group, Inc. and subsidiaries ("the Company") is a leading “one source” global provider of technology-enabled asset protection solutions used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure. The Company combines industry-leading products and technologies, expertise in mechanical integrity (MI), non-destructive testing (NDT) and mechanical services and proprietary data analysis software to deliver a comprehensive portfolio of customized solutions, ranging from routine inspections to complex, plant-wide asset integrity assessments and management. These mission critical solutions enhance customers’ ability to extend the useful life of their assets, increase productivity, minimize repair costs, comply with governmental safety and environmental regulations, manage risk and avoid catastrophic disasters. The Company serves a global customer base of companies with asset-intensive infrastructure, including companies in the oil and gas, commercial aerospace and defense, fossil and nuclear power, alternative and renewable energy, public infrastructure, chemicals, transportation, primary metals and metalworking, pharmaceutical/biotechnology and food processing industries and research and engineering institutions. Basis of Presentation The condensed consolidated financial statements contained in this report are unaudited. In the opinion of management, the condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods of the fiscal years ending December 31, 2018 and 2017 . Certain items included in these statements are based on management’s estimates. Actual results may differ from those estimates. The results of operations for any interim period are not necessarily indicative of the results expected for the year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the notes to the audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K (“2017 Annual Report”) for the year ended December 31, 2017 , as filed with the Securities and Exchange Commission on March 14, 2018 . Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Mistras Group, Inc. and its wholly and majority-owned subsidiaries. For subsidiaries in which the Company’s ownership interest is less than 100%, the non-controlling interests are reported in stockholders’ equity in the accompanying condensed consolidated balance sheets. The non-controlling interests in net income, net of tax, is classified separately in the accompanying condensed consolidated statements of income. All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassification Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have a material effect on the Company's financial condition or results of operations as previously reported. Customers There were no customers that represented 10% of our revenues for the three and six months ended June 30, 2018 . One customer, accounted for 12% of our revenues for the three and six months ended June 30, 2017 , primarily generated from the Services segment. Significant Accounting Policies The Company’s significant accounting policies are disclosed in Note 2 — Summary of Significant Accounting Policies in the 2017 Annual Report. On an ongoing basis, the Company evaluates its estimates and assumptions, including among other things, those related to revenue recognition, valuations of accounts receivable, long-lived assets, goodwill, deferred tax assets and uncertain tax positions. Since the date of the 2017 Annual Report, there have been no material changes to the Company's significant accounting policies. Income Taxes On December 22, 2017, the United States enacted fundamental changes to federal tax law following the passage of the Tax Cuts and Jobs Act (the “Tax Act”). This was a complex and significant change to the U.S. corporate tax system. The Company was required to account for certain aspects of the Tax Act in our financial statements for the period ended December 31, 2017, including the impact of the Tax Act on existing deferred tax balances and the one-time transition tax on foreign earnings (the “transition tax”). The Company is applying the guidance in Staff Accounting Bulletin ("SAB 118") in accounting for the enactment date effects of the Tax Act. At December 31, 2017, the Company made a provisional estimate of the transition tax as well as existing deferred balances. As discussed below, the Company has not completed its accounting for the tax effects of the Tax Act as of June 30, 2018. Our financial statements for the period ended June 30, 2018 reflect provisions of the Tax Act effective for periods beginning after December 31, 2017, which include the reduced federal corporate income tax rate from 35% to 21%, adjustments made to executive compensation and meals and entertainment rules, and the inclusion of new categories of income, global intangible low-taxed income (“GILTI”) and foreign derived intangible income (“FDII”). The Company’s effective income tax rate was approximately 29% and 44% for the three months ended June 30, 2018 and 2017 , respectively. The decrease in the income tax rate for the three months ended June 30, 2018 is due to lower U.S. tax rates on our domestic income as well as a higher proportion of global income taxed at comparatively lower U.S. tax rates, offset by the impact of the GILTI and executive compensation provisions resulting from the passage of the Tax Act, and the impact of discrete items. The Company’s effective income tax rate was approximately 31% and 37% for the six months ended June 30, 2018 and 2017 , respectively. The decrease in the income tax rate for the six months ended June 30, 2018 is due to lower U.S. tax rates on our domestic income as well as a higher proportion of global income taxed at comparatively lower U.S. tax rates, offset by the impact of the GILTI and executive compensation provisions resulting from the passage of the Tax Act. As of June 30, 2018, the amounts previously recorded for the Tax Act for the year ended December 31, 2017 remain provisional related to the transition tax and resulting foreign tax credit, and the effect of the change in the federal corporate income tax rate on the deferred tax assets. During the first quarter of 2018, the Company has adjusted the Tax Act impact to the deferred tax asset for executive compensation, decreasing the deferred tax asset by approximately $0.4 million due to a change in estimate of 2018 compensation. These estimates may be adjusted as the Company continues to gather and evaluate data and guidance to refine the impact of the Tax Act. The amounts recorded in 2018 for the Tax Act related to the calculations of the GILTI, FDII, executive compensation and meals and entertainment are the Company’s best estimates based on the current data and guidance available. The Company is continuing to evaluate the state tax conformity to the Tax Act, including the GILTI provisions. Given the complexity of the new GILTI tax rules, the Company is continuing to evaluate this provision of the Tax Act and the application of ASC 740. Under U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into a company’s measurement of its deferred taxes (the “deferred method”). Our selection of an accounting policy with respect to the new GILTI tax rules will depend, in part, on analyzing our global income to determine whether the Company expects to have future U.S. inclusions in taxable income related to GILTI and, if so, what the impact is expected to be. The Company is continuing to evaluate the effect of the new GILTI tax rules on future U.S. inclusions in taxable income, including the expected impact on our current structure and business. Therefore, although the Company has considered the current effects of GILTI when estimating our annual effective tax rate, we have not made any adjustments related to potential GILTI tax in our deferred taxes and have not made a policy decision regarding whether to record deferred taxes on GILTI. Recent Accounting Pronouncements In August 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 for all entities by one year. This update is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. ASU 2014-09 became effective for the Company on January 1, 2018. The ASU permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The ASU also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The Company adopted ASU 2014-09 along with the related additional ASU’s on Topic 606 on January 1, 2018, utilizing the cumulative catch-up method. The result of adoption is immaterial to the Company's consolidated financial statements, largely because most of our projects are short-term in nature and billed on a time and material basis. The Company utilized a practical expedient that provides for revenue to be recognized in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. See Note 2 for the Company's additional required disclosures under Topic 606. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This amendment supersedes previous accounting guidance ( Topic 840) and requires all leases, with the exception of leases with a term of 12 months or less, to be recorded on the balance sheet as lease assets and lease liabilities. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2018, with early adoption permitted. The standard requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is evaluating the effect that ASU 2016-02 will have on its condensed consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230). This amendment will provide guidance on the presentation and classification of specific cash flow items to improve consistency within the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted. The Company adopted ASU 2016-15 in the first quarter of 2018, which did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350). This amendment eliminates Step Two of the goodwill impairment test. Under the amendments in this update, entities should perform the annual goodwill impairment test by comparing the carrying value of its reporting units to their fair value. An entity should record an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Tax deductibility of goodwill should be considered in evaluating any reporting unit's impairment loss to be taken. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company early adopted ASU 2017-04 in the third quarter of 2017 for its condensed consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. This amendment provides guidance concerning which changes to the terms or conditions of a share-based payment require an entity to apply modification accounting. Certain changes to stock awards, notably administrative changes, do not require modification accounting. There are three specific criteria that need to be met in order to prove that modification accounting is not required. ASU 2017-09 is effective for fiscal years, and interim period within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company adopted ASU 2017-09 in the first quarter of 2018, which did not have any impact on the Company's condensed consolidated financial statements and related disclosures. In December 2017, the SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. The Company considers the accounting for the Tax Act to be provisional as of June 30, 2018. The Company will complete the accounting for the tax effects of all of the provisions of the Tax Act within the required measurement period not to extend beyond one year from the enactment date. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The majority of our revenue is derived from providing services on a time and material basis and are short-term in nature. The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which was adopted on January 1, 2018, using the cumulative catch-up transition method. The adoption of ASC Topic 606 did not impact the Company's condensed consolidated financial statements. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company provides highly integrated and bundled inspection services to its customers. Some of our contracts have multiple performance obligations, most commonly due to the contract providing both goods and services. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is a relative selling price based on price lists. Contract modifications are not routine in the performance of our contracts. Generally, when contracts are modified, the modification is to account for changes in scope to the goods and services that are provided. In most instances, contract modifications are for goods or services that are distinct, and, therefore, are accounted for as a separate contract. Our performance obligations are satisfied over time as work progresses or at a point in time. The majority of our revenue recognized over time as work progresses is related to our service deliverables, which includes providing testing, inspection and mechanical services to our customers. Revenue is recognized over time based on time and material incurred to date which best portrays the transfer of control to the customer. The Company also utilizes an available practical expedient that provides for revenue to be recognized in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. Fixed fee arrangements are determined based on expected labor, material, and overhead to be consumed on fulfillment of such services. Revenue is recognized on a cost-to-cost method tracked on an input basis. The majority of our revenue recognized at a point in time is related to product sales when the customer obtains control of the asset, which is generally upon shipment to the customer. Contract costs include labor, material and overhead. The Company expects any significant remaining performance obligations to be satisfied within one year. Contract Estimates The majority of our revenues are short-term in nature. The Company has many Master Service Agreements (MSA’s) that specify an overall frame work and terms of contract when the Company and customers agree upon services or products to be provided. The actual contracting to provide services or furnish products are triggered by a work order, purchase order, or some similar document issued pursuant to a MSA which sets forth the scope of services and/or identifies the products to be provided. From time-to-time, the Company may enter into long-term contracts, which can range from several months to several years. Revenue on such long-term contracts is recognized as work is performed based on total costs incurred to date in relation to the total estimated costs for the performance of the contract at completion. This includes contract estimates of costs to be incurred for the performance of the contract. Cost estimation is based upon the professional knowledge and experience of our project managers, engineers and financial professionals. Factors that are considered in estimating the work to be completed include the availability of materials, the effect of any delays in our project performance and the recoverability of any claims. Whenever revisions of estimates, contract costs and/or contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. Revenue by Category The following series of tables present our disaggregated revenues: Revenue by industry was as follows: Three months ended June 30, 2018 Services International Products Corp/Elim Total Oil & Gas $ 95,288 $ 9,716 $ 375 $ — $ 105,379 Aerospace & Defense 13,371 14,086 770 — 28,227 Industrials 16,607 6,942 925 — 24,474 Power generation & Transmission 9,137 2,806 554 — 12,497 Other Process Industries 6,138 2,909 33 — 9,080 Infrastructure, Research & Engineering 3,914 2,552 1,261 — 7,727 Other 3,263 2,100 1,468 (2,422 ) 4,409 Total $ 147,718 $ 41,111 $ 5,386 $ (2,422 ) $ 191,793 Six months ended June 30, 2018 Services International Products Corp/Elim Total Oil & Gas $ 197,036 $ 17,844 $ 937 $ — $ 215,817 Aerospace & Defense 25,828 28,551 1,436 — 55,815 Industrials 28,324 13,342 1,465 — 43,131 Power generation & Transmission 17,038 3,526 2,110 — 22,674 Other Process Industries 11,545 4,699 38 — 16,282 Infrastructure, Research & Engineering 6,094 5,071 1,761 — 12,926 Other 7,448 6,534 3,823 (5,027 ) 12,778 Total $ 293,313 $ 79,567 $ 11,570 $ (5,027 ) $ 379,423 Revenue per key geographic location was as follows: Three months ended June 30, 2018 Services International Products Corp/Elim Total United States $ 122,835 $ 157 $ 2,782 $ (649 ) $ 125,125 Other Americas 22,676 1,955 278 (743 ) 24,166 Europe 2,133 37,645 815 (969 ) 39,624 Asia-Pacific 74 1,354 1,511 (61 ) 2,878 Total $ 147,718 $ 41,111 $ 5,386 $ (2,422 ) $ 191,793 Six months ended June 30, 2018 Services International Products Corp/Elim Total United States $ 246,398 $ 424 $ 6,040 $ (1,746 ) $ 251,116 Other Americas 44,459 3,857 360 (996 ) 47,680 Europe 2,288 71,845 1,934 (2,195 ) 73,872 Asia-Pacific 168 3,441 3,236 (90 ) 6,755 Total $ 293,313 $ 79,567 $ 11,570 $ (5,027 ) $ 379,423 Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the condensed consolidated balance sheet. Amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, generally at periodic intervals (e.g., weekly, bi-weekly or monthly). Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, the Company sometimes receive advances or deposits from our customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are aggregated on an individual contract basis and reported on the condensed consolidated balance sheet at the end of each reporting period. Revenue recognized in 2018, that was included in the contract liability balance at the beginning of the year was $3.4 million . Changes in the contract asset and liability balances during the year ended December 31, 2017, were not materially impacted by any other factors. The Company has elected to utilize a practical expedient to expense incremental costs incurred related to obtaining a contract. The Company’s expenses are expected to be amortized over a period less than one year. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Company has share-based incentive awards outstanding to its eligible employees and non-employee directors under three equity incentive plans: (i) the 2007 Stock Option Plan (the "2007 Plan"), (ii) the 2009 Long-Term Incentive Plan (the "2009 Plan") and (iii) the 2016 Long-Term Incentive Plan (the "2016 Plan"). No further awards may be granted under the 2007 and 2009 Plans, although awards granted under the 2007 and 2009 Plans remain outstanding in accordance with their terms. Awards granted under the 2016 Plan may be in the form of stock options, restricted stock units and other forms of share-based incentives, including performance restricted stock units, stock appreciation rights and deferred stock rights. Stock Options For the three and six months ended June 30, 2018 and 2017 , the Company did no t recognize any share-based compensation expense related to stock option awards, as all outstanding stock options awards are fully vested. No unrecognized compensation costs remained related to stock option awards as of June 30, 2018 . No stock options were granted during the three and six months ended June 30, 2018 and June 30, 2017 . The following table sets forth a summary of the stock option activity, weighted average exercise prices and options outstanding as of June 30, 2018 and June 30, 2017 . For the six months ended June 30, 2018 2017 Common Stock Options Weighted Average Exercise Price Common Stock Options Weighted Average Exercise Price Outstanding at beginning of period: 2,130 $ 13.43 2,167 $ 13.33 Granted — $ — — $ — Exercised — $ — (37 ) $ 7.39 Expired or forfeited — $ — — $ — Outstanding at end of period: 2,130 $ 13.43 2,130 $ 13.43 Restricted Stock Unit Awards For the three months ended June 30, 2018 and June 30, 2017 , the Company recognized share-based compensation expense related to restricted stock unit awards of $1.2 million for each respective period. For the six months ended June 30, 2018 and June 30, 2017 , the Company recognized share-based compensation expense related to restricted stock unit awards of $2.0 million and $2.3 million , respectively. As of June 30, 2018 , there was $9.1 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 2.7 years . During the first six months of 2018 and 2017 , the Company granted approximately 10,000 and 9,000 shares, respectively, of fully-vested common stock to its five non-employee directors, as provided for under the Company's non-employee director compensation plan. These shares had grant date fair values of $0.2 million for each respective period, which was recorded as share-based compensation expense during the six months ended June 30, 2018 and June 30, 2017 , respectively. During the first six months of 2018 and 2017 , approximately 35,000 and 8,000 restricted stock units vested, respectively. The fair value of these units was $0.7 million and 0.2 million for the six months ended June 30, 2018 and June 30, 2017 , respectively. Upon vesting, restricted stock units are generally net share-settled to cover the required minimum withholding tax and the remaining amount is converted into an equivalent number of shares of common stock. A summary of the Company's outstanding, non-vested restricted share units is presented below: For the six months ended June 30, 2018 2017 Units Weighted Units Weighted Outstanding at beginning of period: 532 $ 21.05 569 $ 20.81 Granted 211 $ 19.20 124 $ 21.21 Released (35 ) $ 21.44 (8 ) $ 21.99 Forfeited (24 ) $ 20.17 (11 ) $ 21.05 Outstanding at end of period: 684 $ 20.49 674 $ 20.87 Performance Restricted Stock Units The Company maintains Performance Restricted Stock Units (PRSUs) that have been granted to select executives and senior officers whose ultimate payout is based on the Company’s performance over a one -year period based on three metrics, as defined: (1) Operating Income, (2) Adjusted EBITDAS and (3) Revenue. There also is a discretionary portion of the PRSUs based on individual performance, at the discretion of the Compensation Committee (Discretionary PRSUs). PRSUs and Discretionary PRSUs generally vest ratably on each of the first four anniversary dates upon completion of the performance period, for a total requisite service period of up to five years and have no dividend rights. PRSUs are equity-classified and compensation costs are initially measured using the fair value of the underlying stock at the date of grant, assuming that the target performance conditions will be achieved. Compensation costs related to the PRSUs are subsequently adjusted for changes in the expected outcomes of the performance conditions. Discretionary PRSUs are liability-classified and adjusted to fair value (with a corresponding adjustment to compensation expense) based upon the targeted number of shares to be awarded and the fair value of the underlying stock each reporting period until approved by the Compensation Committee, at which point they are classified as equity. A summary of the Company's PRSU activity is presented below: For the six months ended June 30, 2018 2017 Units Weighted Units Weighted Outstanding at beginning of period: 278 $ 17.00 290 $ 16.01 Granted 123 $ 19.46 128 $ 20.42 Performance condition adjustments (4 ) $ 19.67 (60 ) $ 20.57 Released (61 ) $ 15.04 (64 ) $ 14.87 Forfeited (12 ) $ 16.16 — $ — Outstanding at end of period: 324 $ 18.15 294 $ 17.15 During the six months ended June 30, 2018 and June 30, 2017 , the Compensation Committee approved the final calculation of the award metrics for calendar year 2017 and the seven-month transition period ending December 31, 2016, respectively. As a result, the calendar year 2017 PRSUs increased by approximately 4,000 units. There was a decrease of approximately 8,000 units for the six months ended June 30, 2018 based on forecasted results for calendar 2018. These adjustments comprise the performance condition adjustments for the six months ended June 30, 2018 noted above. For the seven month transition period PRSUs reduced by approximately 3,000 units after the Compensation Committee approval noted above. There also was a reduction of approximately 57,000 units to the awards granted in calendar 2017 based on forecasted results as of June 30, 2017. These adjustments comprise the performance condition adjustments for the six months ended June 30, 2017 noted above. As of June 30, 2018, the liability related to Discretionary PRSUs was less than $0.1 million and is classified within accrued expenses and other current liabilities on the condensed consolidated balance sheet. For the three months ended June 30, 2018 and June 30, 2017 , the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.5 million for each respective period. For the six months ended June 30, 2018 and June 30, 2017 , the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $0.6 million and $0.9 million , respectively. At June 30, 2018 , there was $3.2 million of total unrecognized compensation costs related to approximately 324,000 non-vested PRSUs, which are expected to be recognized over a remaining weighted average period of 2.4 years . |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, and (2) the dilutive effect of assumed conversion of equity awards using the treasury stock method. With respect to the number of weighted-average shares outstanding (denominator), diluted shares reflects: (i) the exercise of options to acquire common stock to the extent that the options’ exercise prices are less than the average market price of common shares during the period and (ii) the pro forma vesting of restricted stock units. The following table sets forth the computations of basic and diluted earnings per share: Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Basic earnings per share: Numerator: Net income attributable to Mistras Group, Inc. $ 6,000 $ 2,217 $ 8,908 $ 3,909 Denominator: Weighted average common shares outstanding 28,346 28,437 28,325 28,562 Basic earnings per share $ 0.21 $ 0.08 $ 0.31 $ 0.14 Diluted earnings per share: Numerator: Net income attributable to Mistras Group, Inc. $ 6,000 $ 2,217 $ 8,908 $ 3,909 Denominator: Weighted average common shares outstanding 28,346 28,437 28,325 28,562 Dilutive effect of stock options outstanding 660 802 702 841 Dilutive effect of restricted stock units outstanding 328 360 322 351 29,334 29,599 29,349 29,754 Diluted earnings per share $ 0.20 $ 0.07 $ 0.30 $ 0.13 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions During the six months ended June 30, 2018 , the Company did no t complete any acquisitions. The assets and liabilities of one of the businesses acquired in 2017 were included in the Company's condensed consolidated balance sheet based upon its estimated fair value on the date of acquisition as determined in a preliminary purchase price allocation, using available information and making assumptions management believed were reasonable. The Company is still in the process of completing its valuation of the assets acquired. The results of operations for this acquisition have been included in the Services segment's results from the date of acquisition. Goodwill of $36.4 million primarily relates to expected synergies and assembled workforce, and is deductible for tax purposes. Other intangible assets, primarily related to customer relationships and covenants not to compete, were $23.8 million . During the six months ended June 30, 2017 , the Company completed one acquisition, located in the U.S., that primarily performs chemical and specialty process services, primarily in the aerospace industry. In this acquisition, the Company acquired the assets of the acquiree in exchange for aggregate consideration of $4.5 million in cash and contingent consideration up to $3.5 million to be earned based upon the acquired business achieving specific performance metrics over the initial three years of operations from the acquisition date. The Company accounted for this transaction in accordance with the acquisition method of accounting for business combinations. Dispositions During the fourth quarter of 2017, the Company began the process of marketing one of its subsidiaries in the Products and Systems segment for sale. The Company determined that the classification of being held for sale has been met as of December 31, 2017. For the three months ended June 30, 2018 , this subsidiary represented 0.5% of the Company's consolidated revenues and loss from operations was $0.3 million . For the six months ended June 30, 2018 , this subsidiary represented 0.6% of consolidated revenues and loss from operations was $0.2 million . In the aggregate, the assets and liabilities of this subsidiary represents 0.4% and 0.2% of consolidated assets and liabilities, respectively, and are included in their natural classifications on the condensed consolidated balance sheets as of June 30, 2018 and December 31, 2017. Acquisition-Related Expense In the course of its acquisition activities, the Company incurs costs in connection with due diligence, professional fees, and other expenses. Additionally, the Company adjusts the fair value of acquisition-related contingent consideration liabilities on a quarterly basis. These amounts are recorded as acquisition-related expense (benefit), net, on the condensed consolidated statements of income and were as follows for the three and six months ended June 30, 2018 and 2017 : Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Due diligence, professional fees and other transaction costs $ (409 ) $ 209 $ (370 ) $ 291 Adjustments to fair value of contingent consideration liabilities 43 (7 ) (990 ) (632 ) Acquisition-related expense (benefit), net $ (366 ) $ 202 $ (1,360 ) $ (341 ) |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable consisted of the following: June 30, 2018 December 31, 2017 Trade accounts receivable $ 147,646 $ 141,952 Allowance for doubtful accounts (3,446 ) (3,872 ) Accounts receivable, net $ 144,200 $ 138,080 The Company had $23.6 million and $14.4 million of unbilled revenues accrued as of June 30, 2018 and December 31, 2017, respectively. Unbilled revenues are generally billed in the subsequent quarter to their revenue recognition. |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment consisted of the following: Useful Life (Years) June 30, 2018 December 31, 2017 Land $ 2,686 $ 2,414 Buildings and improvements 30-40 24,705 24,003 Office furniture and equipment 5-8 14,842 14,230 Machinery and equipment 5-7 197,567 191,721 239,800 232,368 Accumulated depreciation and amortization (152,585 ) (145,225 ) Property, plant and equipment, net $ 87,215 $ 87,143 Depreciation expense for the three months ended June 30, 2018 and June 30, 2017 was $6.1 million and $5.6 million , respectively. Depreciation expense for the six months ended June 30, 2018 and June 30, 2017 was $12.2 million and $11.1 million , respectively. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill by segment is shown below: Services International Products and Systems Total Balance at December 31, 2017 $ 165,801 $ 37,637 $ — $ 203,438 Goodwill acquired during the period — — — — Adjustments to preliminary purchase price allocations (1,977 ) — — (1,977 ) Foreign currency translation (716 ) (1,089 ) — (1,805 ) Balance at June 30, 2018 $ 163,108 $ 36,548 $ — $ 199,656 The Company reviews goodwill for impairment on a reporting unit basis on October 1 of each year and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. As of June 30, 2018, the Company did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable. The Company's cumulative goodwill impairment as of June 30, 2018 and December 31, 2017 was $23.1 million , of which $13.2 million related to the Products and Systems segment and $9.9 million related to the International segment. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets The gross amount, accumulated amortization and net carrying amount of intangible assets were as follows: June 30, 2018 December 31, 2017 Useful Life (Years) Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Impairment Net Carrying Amount Customer relationships 5-14 $ 112,847 $ (60,862 ) $ 51,985 $ 113,299 $ (58,107 ) $ (170 ) $ 55,022 Software/Technology 3-15 17,267 (14,675 ) 2,592 19,523 (14,133 ) (2,411 ) 2,979 Covenants not to compete 2-5 12,338 (10,773 ) 1,565 12,510 (10,438 ) — 2,072 Other 2-12 9,971 (6,942 ) 3,029 10,109 (6,411 ) (32 ) 3,666 Total $ 152,423 $ (93,252 ) $ 59,171 $ 155,441 $ (89,089 ) $ (2,613 ) $ 63,739 Amortization expense for the three months ended June 30, 2018 and June 30, 2017 was $2.5 million and $2.3 million , respectively. Amortization expense for the six months ended June 30, 2018 and June 30, 2017 was $5.0 million and $4.4 million , respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: June 30, 2018 December 31, 2017 Accrued salaries, wages and related employee benefits $ 28,930 $ 27,185 Contingent consideration, current portion 1,669 3,430 Accrued workers’ compensation and health benefits 4,808 5,181 Deferred revenue 5,560 6,338 Legal settlement accrual — 1,600 Other accrued expenses 22,955 21,827 Total accrued expenses and other current liabilities $ 63,922 $ 65,561 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: June 30, 2018 December 31, 2017 Senior credit facility $ 142,595 $ 156,948 Notes payable 142 228 Other 9,512 9,702 Total debt 152,249 166,878 Less: Current portion (2,225 ) (2,358 ) Long-term debt, net of current portion $ 150,024 $ 164,520 Senior Credit Facility The Company's revolving credit agreement with its banking group ("Credit Agreement") provides the Company with a $250.0 million revolving line of credit, which, under certain circumstances, can be increased to $300.0 million . The Company may borrow up to $30.0 million in non-U.S. Dollar currencies and use up to $10.0 million of the credit limit for the issuance of letters of credit. The Credit Agreement has a maturity date of December 7, 2022. As of June 30, 2018 , the Company had borrowings of $142.6 million and a total of $5.4 million of letters of credit 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 1.25% to 0.375% , at the option of the Company, based upon the Company’s Funded Debt Leverage Ratio. Funded Debt Leverage Ratio is defined as the ratio of (1) all outstanding indebtedness for borrowed money and other interest-bearing indebtedness as of the date of determination to (2) EBITDA (which is (a) net income, less (b) income (or plus loss) from discontinued operations and extraordinary items, plus (c) income tax expenses, plus (d) interest expense, plus (e) depreciation, depletion, and amortization (including non-cash loss on retirement of assets), plus (f) stock compensation expense, less (g) cash expense related to stock compensation, plus (h) certain amounts of EBITDA of acquired business for the prior twelve months, plus (i) certain expenses related to the closing of the Credit Agreement, plus (j) non-cash expenses which do not (in the current or any future period) represent a cash item (excluding non-cash gains which increase net income), plus (k) non-recurring charges (not to exceed $5.0 million in the four consecutive fiscal quarters immediately preceding the date of determination) for items such as severance, lease termination charges, asset write-offs and litigation settlements paid during the period, all determined for the period of four consecutive fiscal quarters immediately preceding the date of determination. The Company has the benefit of the lowest margin if its Funded Debt Leverage Ratio is equal to or less than 0.5 to 1, and the margin increases as the ratio increases, to the maximum margin if the ratio is greater than 2.75 to 1. The Company will also bear additional costs for market disruption, regulatory changes effecting the lenders’ funding costs, and default pricing of an additional 2% interest rate margin on any amounts not paid when due. Amounts borrowed under the Credit Agreement are secured by liens on substantially all of the assets of the Company and is guaranteed by some of our subsidiaries. The Credit Agreement contains financial covenants requiring that the Company maintain a Funded Debt Leverage Ratio of no greater than 3.5 to 1 and an Interest Coverage Ratio of at least 3.0 to 1. Interest Coverage Ratio is defined as the ratio, as of any date of determination, of (a) EBITDA for the 12 month period immediately preceding the date of determination, to (b) all interest, premium payments, debt discount, fees, charges and related expenses of the Company and its subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, paid during the 12 month period immediately preceding the date of determination. The Company can elect to increase the Funded Debt Leverage Ratio to 3.75 to 1 temporarily for four fiscal quarters immediately following the fiscal quarter in which the Company acquires another business. The Company can make this election twice during the term of the Credit Agreement. The Credit Agreement also limits the Company’s ability to, among other things, create liens, make investments, incur more indebtedness, merge or consolidate, make dispositions of property, pay dividends and make distributions to stockholders or repurchase our stock, enter into a new line of business, enter into transactions with affiliates and enter into burdensome agreements. The Credit Agreement does not limit the Company’s ability to acquire other businesses or companies except that the acquired business or company must be in the Company's line of business, the Company must be in compliance with the financial covenants on a pro forma basis after taking into account the acquisition, and, if the acquired business is a separate subsidiary, in certain circumstances the lenders will receive the benefit of a guaranty of the subsidiary and liens on its assets or a pledge of its stock. The Company was in compliance with the terms of the Credit Agreement as of June 30, 2018 , and will continuously monitor its compliance with the covenants contained in its Credit Agreement. Notes Payable and Other In connection with certain of its acquisitions, the Company issued subordinated notes payable to the sellers. The maturity of the notes that remain outstanding are three years from the date of acquisition and bear interest at the prime rate for the Bank of Canada, currently 3.45% as of June 30, 2018. Interest expense is recorded in the condensed consolidated statements of income. The Company's other debt includes local bank financing provided at the local subsidiary levels used to support working capital requirements and fund capital expenditures. At June 30, 2018, there was approximately $9.5 million outstanding, payable at various times from 2018 to 2029. Monthly payments range from $1 thousand to $18 thousand . Interest rates range from 0.5% to 6.2% . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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. Financial instruments measured at fair value on a recurring basis The fair value of contingent consideration liabilities was estimated using a discounted cash flow technique with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include the probability assessments of expected future cash flows related to the acquisitions, appropriately discounted considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the applicable acquisition agreements. The following table represents the changes in the fair value of Level 3 contingent consideration: Six months ended June 30, 2018 2017 Beginning balance $ 5,508 $ 3,094 Acquisitions — 2,508 Payments (1,506 ) (547 ) Accretion of liability 108 148 Revaluation (1,098 ) (780 ) Foreign currency translation (105 ) 22 Ending balance $ 2,907 $ 4,445 Financial instruments not measured at fair value on a recurring basis The Company has evaluated current market conditions and borrower credit quality and has determined that the carrying value of its long-term debt approximates fair value. The fair value of the Company’s notes payable and capital lease obligations approximates their carrying amounts based on anticipated interest rates which management believes would currently be available to the Company for similar issuances of debt. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings and Government Investigations The Company is subject to periodic lawsuits, investigations and claims that arise in the ordinary course of business. The Company cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against it. Except possibly for certain of the matters described below, the Company does not believe that any currently pending legal proceeding to which the Company is a party will have a material adverse effect on its business, results of operations, cash flows or financial condition. The costs of defense and amounts that may be recovered against the Company may be covered by insurance for certain matters. Litigation and Commercial Claims The Company settled a consolidated purported class and collective action that resulted from the consolidation of two cases originally filed in California state court in April 2015. In connection with the settlement, the Company recorded a pre-tax charge of $6.3 million during the three months ended June 30, 2016 and paid the settlement in February 2017. The Company was a defendant in the lawsuit AGL Services Company v. Mistras Group, Inc., in U.S. District Court for the Northern District of Georgia, filed November 2016. The case involved radiography work performed by the Company in 2012 on the construction of a pipeline project in the U.S. At a trial concluded on October 26, 2017, the jury awarded the plaintiff its damages plus interest, which was fully covered and paid by insurance. The Company’s subsidiary in France has been involved in a dispute with a former owner of a business purchased by the Company’s French subsidiary. The former owner received a judgment in his favor in the amount of $0.4 million for payment of the contingent consideration portion of the purchase price for the business. The Company recorded an accrual for this judgment during 2016. The Company's subsidiary appealed the judgment and the entire judgment was overturned on appeal. The appeal process was completed in July 2018 in the Company's favor, and accordingly, the Company reversed the accrual as of June 30, 2018. The Company was a defendant in a lawsuit, Triumph Aerostructures, LLC d/b/a Triumph Aerostructures-Vought Aircraft Division v. Mistras Group, Inc ., pending in Texas State district court, 193rd Judicial District, Dallas County, Texas, filed September 2016. The plaintiff alleged that in 2014 Mistras delivered a defective Ultrasonic inspection system and alleged damages of approximately $2.3 million , the amount it paid for the system. In January 2018, the Company agreed to settle this matter for a payment of $1.6 million and the return of the underlying ultrasonic inspection components. A charge for $1.6 million was recorded in 2017 and payment was made in February 2018. Government Investigations In May 2015, the Company received a notice from the U.S. Environmental Protection Agency (“EPA”) that it performed a preliminary assessment at a leased facility the Company operates in Cudahy, California. Based upon the preliminary assessment, the EPA is conducting an investigation of the site, which includes taking groundwater and soil samples. The purpose of the investigation is to determine whether any hazardous materials were released from the facility. The Company has been informed that certain hazardous materials and pollutants have been found in the ground water in the general vicinity of the site and the EPA is attempting to ascertain the origination or source of these materials and pollutants. Given the historic industrial use of the site, the EPA determined that the site of the Cudahy facility should be examined, along with numerous other sites in the vicinity. At this time, the Company is unable to determine whether it has any liability in connection with this matter and if so, the amount or range of any such liability, and accordingly, has not established any accruals for this matter. The Company has not received any further communication from the EPA on this matter since 2015. Other Potential Contingencies The workforce of certain of the Company’s subsidiaries are unionized and the terms of employment for these workers are governed by collective bargaining agreements, or CBAs. Under these CBAs, the Company’s subsidiaries are required to contribute to the national pension funds for the unions representing these employees, which are multi-employer pension plans. The Company was notified that a significant project was awarded to another contractor in January 2018, and as a result, one of the Company’s subsidiaries may experience a significant reduction in the number of its employees covered by one of the CBAs. Under certain circumstances, such a reduction in the number of employees participating in multi-employer pension plans pursuant to this CBA could result in a complete or partial withdrawal liability to these multi-employer pension plans under ERISA. Presently, the Company is uncertain when or whether its subsidiary will incur withdrawal liability and is currently evaluating the materiality of a potential withdrawal liability under various scenarios. Acquisition-related contingencies The Company is liable for contingent consideration in connection with certain of its acquisitions. As of June 30, 2018 , total potential acquisition-related contingent consideration ranged from zero to approximately $6.7 million and would be payable upon the achievement of specific performance metrics by certain of the acquired companies over the next 2.0 years of operations. See Note 5 - Acquisitions to these condensed consolidated financial statements for further discussion of the Company’s acquisitions. |
Segment Disclosure
Segment Disclosure | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Disclosure | Segment Disclosure The Company’s three operating segments are: • Services. This segment provides asset protection solutions predominantly in North America, with the largest concentration in the United States, followed by Canada, consisting primarily of NDT and inspection and engineering services that are used to evaluate the structural integrity and reliability of critical energy, commercial aerospace components, industrial and public infrastructure. • International. This segment offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment. • Products and Systems. This segment designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States. Costs incurred for general corporate services, including finance, legal, and certain other costs that are provided to the segments are reported within Corporate and eliminations. Sales to the International segment from the Products and Systems segment and subsequent sales by the International segment of the same items are recorded and reflected in the operating performance of both segments. Additionally, engineering charges and royalty fees charged to the Services and International segments by the Products and Systems segment are reflected in the operating performance of each segment. All such intersegment transactions are eliminated in the Company’s consolidated financial reporting. Selected consolidated financial information by segment for the periods shown was as follows (intercompany transactions are eliminated in Corporate and eliminations): Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Revenues Services $ 147,718 $ 134,043 $ 293,313 $ 260,372 International 41,111 33,904 79,567 68,160 Products and Systems 5,386 5,107 11,570 10,657 Corporate and eliminations (2,422 ) (2,615 ) (5,027 ) (5,432 ) $ 191,793 $ 170,439 $ 379,423 $ 333,757 Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Gross profit Services $ 40,127 $ 35,490 $ 74,837 $ 65,703 International 12,689 8,828 23,396 19,288 Products and Systems 2,213 1,966 5,103 4,560 Corporate and eliminations 54 59 (108 ) (55 ) $ 55,083 $ 46,343 $ 103,228 $ 89,496 Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Income (loss) from operations Services $ 16,328 $ 12,132 $ 28,603 $ 19,513 International 2,455 (190 ) 3,375 2,843 Products and Systems (656 ) (892 ) (384 ) (1,340 ) Corporate and eliminations (7,823 ) (6,047 ) (14,892 ) (12,763 ) $ 10,304 $ 5,003 $ 16,702 $ 8,253 Income (loss) from operations by operating segment includes intercompany transactions, which are eliminated in Corporate and eliminations. Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Depreciation and amortization Services $ 5,970 $ 5,468 $ 11,941 $ 10,787 International 2,260 1,888 4,541 3,732 Products and Systems 366 585 729 1,153 Corporate and eliminations (5 ) (57 ) 28 (123 ) $ 8,591 $ 7,884 $ 17,239 $ 15,549 June 30, 2018 December 31, 2017 Intangible assets, net Services $ 44,134 $ 46,864 International 12,428 13,899 Products and Systems 2,029 2,261 Corporate and eliminations 580 715 $ 59,171 $ 63,739 June 30, 2018 December 31, 2017 Total assets Services $ 368,912 $ 377,585 International 148,928 150,779 Products and Systems 12,669 12,733 Corporate and eliminations 13,480 13,344 $ 543,989 $ 554,441 Revenues by geographic area for the three and six months ended June 30, 2018 and 2017 , respectively, were as follows: Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Revenues United States $ 125,125 $ 119,029 $ 251,116 $ 230,560 Other Americas 24,166 17,895 47,680 33,368 Europe 39,624 30,706 73,872 61,366 Asia-Pacific 2,878 2,809 6,755 8,463 $ 191,793 $ 170,439 $ 379,423 $ 333,757 |
Repurchase of Common Stock
Repurchase of Common Stock | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Repurchase of Common Stock | Repurchase of Common Stock The Company's Board of Directors approved a $50 million stock repurchase plan in 2015. As part of this plan, on August 17, 2016, the Company entered into an agreement with its then CEO, Dr. Sotirios Vahaviolos, to purchase up to 1 million of his shares, commencing in October 2016. Pursuant to the agreement, in general, the Company purchased from Dr. Vahaviolos up to $2 million of shares each month, at a 2% discount to the average daily closing price of the Company's common stock for the preceding month. From the inception of the plan through December 31, 2017, the Company purchased 1,000,000 shares from Dr. Vahaviolos at an average price of $21.92 per share for an aggregate cost of approximately $21.9 million and approximately 146,000 shares in the open market at an average price of $20.48 per share, for an aggregate cost of approximately $3.0 million . The Company retired all its repurchased shares during the fourth quarter of 2017 and they are not included in common stock issued and outstanding as of June 30, 2018 and December 31, 2017. There were no repurchases of common stock during the six months ended June 30, 2018 . As of June 30, 2018, approximately $25.1 million remained available to repurchase shares under the stock repurchase plan. |
Description of Business and B22
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 December 31, 2018 and 2017 . Certain items included in these statements are based on management’s estimates. Actual results may differ from those estimates. The results of operations for any interim period are not necessarily indicative of the results expected for the year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the notes to the audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K (“2017 Annual Report”) for the year ended December 31, 2017 , as filed with the Securities and Exchange Commission on March 14, 2018 . |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Mistras Group, Inc. and its wholly and majority-owned subsidiaries. For subsidiaries in which the Company’s ownership interest is less than 100%, the non-controlling interests are reported in stockholders’ equity in the accompanying condensed consolidated balance sheets. The non-controlling interests in net income, net of tax, is classified separately in the accompanying condensed consolidated statements of income. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Reclassification | 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. |
Income Taxes | Income Taxes On December 22, 2017, the United States enacted fundamental changes to federal tax law following the passage of the Tax Cuts and Jobs Act (the “Tax Act”). This was a complex and significant change to the U.S. corporate tax system. The Company was required to account for certain aspects of the Tax Act in our financial statements for the period ended December 31, 2017, including the impact of the Tax Act on existing deferred tax balances and the one-time transition tax on foreign earnings (the “transition tax”). The Company is applying the guidance in Staff Accounting Bulletin ("SAB 118") in accounting for the enactment date effects of the Tax Act. At December 31, 2017, the Company made a provisional estimate of the transition tax as well as existing deferred balances. As discussed below, the Company has not completed its accounting for the tax effects of the Tax Act as of June 30, 2018. Our financial statements for the period ended June 30, 2018 reflect provisions of the Tax Act effective for periods beginning after December 31, 2017, which include the reduced federal corporate income tax rate from 35% to 21%, adjustments made to executive compensation and meals and entertainment rules, and the inclusion of new categories of income, global intangible low-taxed income (“GILTI”) and foreign derived intangible income (“FDII”). The Company’s effective income tax rate was approximately 29% and 44% for the three months ended June 30, 2018 and 2017 , respectively. The decrease in the income tax rate for the three months ended June 30, 2018 is due to lower U.S. tax rates on our domestic income as well as a higher proportion of global income taxed at comparatively lower U.S. tax rates, offset by the impact of the GILTI and executive compensation provisions resulting from the passage of the Tax Act, and the impact of discrete items. The Company’s effective income tax rate was approximately 31% and 37% for the six months ended June 30, 2018 and 2017 , respectively. The decrease in the income tax rate for the six months ended June 30, 2018 is due to lower U.S. tax rates on our domestic income as well as a higher proportion of global income taxed at comparatively lower U.S. tax rates, offset by the impact of the GILTI and executive compensation provisions resulting from the passage of the Tax Act. As of June 30, 2018, the amounts previously recorded for the Tax Act for the year ended December 31, 2017 remain provisional related to the transition tax and resulting foreign tax credit, and the effect of the change in the federal corporate income tax rate on the deferred tax assets. During the first quarter of 2018, the Company has adjusted the Tax Act impact to the deferred tax asset for executive compensation, decreasing the deferred tax asset by approximately $0.4 million due to a change in estimate of 2018 compensation. These estimates may be adjusted as the Company continues to gather and evaluate data and guidance to refine the impact of the Tax Act. The amounts recorded in 2018 for the Tax Act related to the calculations of the GILTI, FDII, executive compensation and meals and entertainment are the Company’s best estimates based on the current data and guidance available. The Company is continuing to evaluate the state tax conformity to the Tax Act, including the GILTI provisions. Given the complexity of the new GILTI tax rules, the Company is continuing to evaluate this provision of the Tax Act and the application of ASC 740. Under U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into a company’s measurement of its deferred taxes (the “deferred method”). Our selection of an accounting policy with respect to the new GILTI tax rules will depend, in part, on analyzing our global income to determine whether the Company expects to have future U.S. inclusions in taxable income related to GILTI and, if so, what the impact is expected to be. The Company is continuing to evaluate the effect of the new GILTI tax rules on future U.S. inclusions in taxable income, including the expected impact on our current structure and business. Therefore, although the Company has considered the current effects of GILTI when estimating our annual effective tax rate, we have not made any adjustments related to potential GILTI tax in our deferred taxes and have not made a policy decision regarding whether to record deferred taxes on GILTI. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 for all entities by one year. This update is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. ASU 2014-09 became effective for the Company on January 1, 2018. The ASU permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The ASU also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The Company adopted ASU 2014-09 along with the related additional ASU’s on Topic 606 on January 1, 2018, utilizing the cumulative catch-up method. The result of adoption is immaterial to the Company's consolidated financial statements, largely because most of our projects are short-term in nature and billed on a time and material basis. The Company utilized a practical expedient that provides for revenue to be recognized in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. See Note 2 for the Company's additional required disclosures under Topic 606. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This amendment supersedes previous accounting guidance ( Topic 840) and requires all leases, with the exception of leases with a term of 12 months or less, to be recorded on the balance sheet as lease assets and lease liabilities. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2018, with early adoption permitted. The standard requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is evaluating the effect that ASU 2016-02 will have on its condensed consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230). This amendment will provide guidance on the presentation and classification of specific cash flow items to improve consistency within the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted. The Company adopted ASU 2016-15 in the first quarter of 2018, which did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350). This amendment eliminates Step Two of the goodwill impairment test. Under the amendments in this update, entities should perform the annual goodwill impairment test by comparing the carrying value of its reporting units to their fair value. An entity should record an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Tax deductibility of goodwill should be considered in evaluating any reporting unit's impairment loss to be taken. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company early adopted ASU 2017-04 in the third quarter of 2017 for its condensed consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. This amendment provides guidance concerning which changes to the terms or conditions of a share-based payment require an entity to apply modification accounting. Certain changes to stock awards, notably administrative changes, do not require modification accounting. There are three specific criteria that need to be met in order to prove that modification accounting is not required. ASU 2017-09 is effective for fiscal years, and interim period within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company adopted ASU 2017-09 in the first quarter of 2018, which did not have any impact on the Company's condensed consolidated financial statements and related disclosures. In December 2017, the SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. The Company considers the accounting for the Tax Act to be provisional as of June 30, 2018. The Company will complete the accounting for the tax effects of all of the provisions of the Tax Act within the required measurement period not to extend beyond one year from the enactment date. |
Revenue | Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the condensed consolidated balance sheet. Amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, generally at periodic intervals (e.g., weekly, bi-weekly or monthly). Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, the Company sometimes receive advances or deposits from our customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are aggregated on an individual contract basis and reported on the condensed consolidated balance sheet at the end of each reporting period. Revenue The majority of our revenue is derived from providing services on a time and material basis and are short-term in nature. The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which was adopted on January 1, 2018, using the cumulative catch-up transition method. The adoption of ASC Topic 606 did not impact the Company's condensed consolidated financial statements. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company provides highly integrated and bundled inspection services to its customers. Some of our contracts have multiple performance obligations, most commonly due to the contract providing both goods and services. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is a relative selling price based on price lists. Contract modifications are not routine in the performance of our contracts. Generally, when contracts are modified, the modification is to account for changes in scope to the goods and services that are provided. In most instances, contract modifications are for goods or services that are distinct, and, therefore, are accounted for as a separate contract. Our performance obligations are satisfied over time as work progresses or at a point in time. The majority of our revenue recognized over time as work progresses is related to our service deliverables, which includes providing testing, inspection and mechanical services to our customers. Revenue is recognized over time based on time and material incurred to date which best portrays the transfer of control to the customer. The Company also utilizes an available practical expedient that provides for revenue to be recognized in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. Fixed fee arrangements are determined based on expected labor, material, and overhead to be consumed on fulfillment of such services. Revenue is recognized on a cost-to-cost method tracked on an input basis. The majority of our revenue recognized at a point in time is related to product sales when the customer obtains control of the asset, which is generally upon shipment to the customer. Contract costs include labor, material and overhead. The Company expects any significant remaining performance obligations to be satisfied within one year. Contract Estimates The majority of our revenues are short-term in nature. The Company has many Master Service Agreements (MSA’s) that specify an overall frame work and terms of contract when the Company and customers agree upon services or products to be provided. The actual contracting to provide services or furnish products are triggered by a work order, purchase order, or some similar document issued pursuant to a MSA which sets forth the scope of services and/or identifies the products to be provided. From time-to-time, the Company may enter into long-term contracts, which can range from several months to several years. Revenue on such long-term contracts is recognized as work is performed based on total costs incurred to date in relation to the total estimated costs for the performance of the contract at completion. This includes contract estimates of costs to be incurred for the performance of the contract. Cost estimation is based upon the professional knowledge and experience of our project managers, engineers and financial professionals. Factors that are considered in estimating the work to be completed include the availability of materials, the effect of any delays in our project performance and the recoverability of any claims. Whenever revisions of estimates, contract costs and/or contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. |
Fair Value Measurements | Financial instruments not measured at fair value on a recurring basis The Company has evaluated current market conditions and borrower credit quality and has determined that the carrying value of its long-term debt approximates fair value. The fair value of the Company’s notes payable and capital lease obligations approximates their carrying amounts based on anticipated interest rates which management believes would currently be available to the Company for similar issuances of debt. 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. Financial instruments measured at fair value on a recurring basis The fair value of contingent consideration liabilities was estimated using a discounted cash flow technique with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include the probability assessments of expected future cash flows related to the acquisitions, appropriately discounted considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the applicable acquisition agreements. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenues by Industry and Key Geographic Location | The following series of tables present our disaggregated revenues: Revenue by industry was as follows: Three months ended June 30, 2018 Services International Products Corp/Elim Total Oil & Gas $ 95,288 $ 9,716 $ 375 $ — $ 105,379 Aerospace & Defense 13,371 14,086 770 — 28,227 Industrials 16,607 6,942 925 — 24,474 Power generation & Transmission 9,137 2,806 554 — 12,497 Other Process Industries 6,138 2,909 33 — 9,080 Infrastructure, Research & Engineering 3,914 2,552 1,261 — 7,727 Other 3,263 2,100 1,468 (2,422 ) 4,409 Total $ 147,718 $ 41,111 $ 5,386 $ (2,422 ) $ 191,793 Six months ended June 30, 2018 Services International Products Corp/Elim Total Oil & Gas $ 197,036 $ 17,844 $ 937 $ — $ 215,817 Aerospace & Defense 25,828 28,551 1,436 — 55,815 Industrials 28,324 13,342 1,465 — 43,131 Power generation & Transmission 17,038 3,526 2,110 — 22,674 Other Process Industries 11,545 4,699 38 — 16,282 Infrastructure, Research & Engineering 6,094 5,071 1,761 — 12,926 Other 7,448 6,534 3,823 (5,027 ) 12,778 Total $ 293,313 $ 79,567 $ 11,570 $ (5,027 ) $ 379,423 Revenue per key geographic location was as follows: Three months ended June 30, 2018 Services International Products Corp/Elim Total United States $ 122,835 $ 157 $ 2,782 $ (649 ) $ 125,125 Other Americas 22,676 1,955 278 (743 ) 24,166 Europe 2,133 37,645 815 (969 ) 39,624 Asia-Pacific 74 1,354 1,511 (61 ) 2,878 Total $ 147,718 $ 41,111 $ 5,386 $ (2,422 ) $ 191,793 Six months ended June 30, 2018 Services International Products Corp/Elim Total United States $ 246,398 $ 424 $ 6,040 $ (1,746 ) $ 251,116 Other Americas 44,459 3,857 360 (996 ) 47,680 Europe 2,288 71,845 1,934 (2,195 ) 73,872 Asia-Pacific 168 3,441 3,236 (90 ) 6,755 Total $ 293,313 $ 79,567 $ 11,570 $ (5,027 ) $ 379,423 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity, Weighted Average Exercise Prices and Options Outstanding | The following table sets forth a summary of the stock option activity, weighted average exercise prices and options outstanding as of June 30, 2018 and June 30, 2017 . For the six months ended June 30, 2018 2017 Common Stock Options Weighted Average Exercise Price Common Stock Options Weighted Average Exercise Price Outstanding at beginning of period: 2,130 $ 13.43 2,167 $ 13.33 Granted — $ — — $ — Exercised — $ — (37 ) $ 7.39 Expired or forfeited — $ — — $ — Outstanding at end of period: 2,130 $ 13.43 2,130 $ 13.43 |
Schedule of Company's Outstanding, Nonvested Restricted Share Units and Performance Restricted Stock Units | A summary of the Company's PRSU activity is presented below: For the six months ended June 30, 2018 2017 Units Weighted Units Weighted Outstanding at beginning of period: 278 $ 17.00 290 $ 16.01 Granted 123 $ 19.46 128 $ 20.42 Performance condition adjustments (4 ) $ 19.67 (60 ) $ 20.57 Released (61 ) $ 15.04 (64 ) $ 14.87 Forfeited (12 ) $ 16.16 — $ — Outstanding at end of period: 324 $ 18.15 294 $ 17.15 A summary of the Company's outstanding, non-vested restricted share units is presented below: For the six months ended June 30, 2018 2017 Units Weighted Units Weighted Outstanding at beginning of period: 532 $ 21.05 569 $ 20.81 Granted 211 $ 19.20 124 $ 21.21 Released (35 ) $ 21.44 (8 ) $ 21.99 Forfeited (24 ) $ 20.17 (11 ) $ 21.05 Outstanding at end of period: 684 $ 20.49 674 $ 20.87 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Computations of Basic and Diluted Earnings per Share | The following table sets forth the computations of basic and diluted earnings per share: Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Basic earnings per share: Numerator: Net income attributable to Mistras Group, Inc. $ 6,000 $ 2,217 $ 8,908 $ 3,909 Denominator: Weighted average common shares outstanding 28,346 28,437 28,325 28,562 Basic earnings per share $ 0.21 $ 0.08 $ 0.31 $ 0.14 Diluted earnings per share: Numerator: Net income attributable to Mistras Group, Inc. $ 6,000 $ 2,217 $ 8,908 $ 3,909 Denominator: Weighted average common shares outstanding 28,346 28,437 28,325 28,562 Dilutive effect of stock options outstanding 660 802 702 841 Dilutive effect of restricted stock units outstanding 328 360 322 351 29,334 29,599 29,349 29,754 Diluted earnings per share $ 0.20 $ 0.07 $ 0.30 $ 0.13 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Acquisition-Related Expenses | In the course of its acquisition activities, the Company incurs costs in connection with due diligence, professional fees, and other expenses. Additionally, the Company adjusts the fair value of acquisition-related contingent consideration liabilities on a quarterly basis. These amounts are recorded as acquisition-related expense (benefit), net, on the condensed consolidated statements of income and were as follows for the three and six months ended June 30, 2018 and 2017 : Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Due diligence, professional fees and other transaction costs $ (409 ) $ 209 $ (370 ) $ 291 Adjustments to fair value of contingent consideration liabilities 43 (7 ) (990 ) (632 ) Acquisition-related expense (benefit), net $ (366 ) $ 202 $ (1,360 ) $ (341 ) |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable consisted of the following: June 30, 2018 December 31, 2017 Trade accounts receivable $ 147,646 $ 141,952 Allowance for doubtful accounts (3,446 ) (3,872 ) Accounts receivable, net $ 144,200 $ 138,080 |
Property, Plant and Equipment28
Property, Plant and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Property, plant and equipment consisted of the following: Useful Life (Years) June 30, 2018 December 31, 2017 Land $ 2,686 $ 2,414 Buildings and improvements 30-40 24,705 24,003 Office furniture and equipment 5-8 14,842 14,230 Machinery and equipment 5-7 197,567 191,721 239,800 232,368 Accumulated depreciation and amortization (152,585 ) (145,225 ) Property, plant and equipment, net $ 87,215 $ 87,143 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill by segment is shown below: Services International Products and Systems Total Balance at December 31, 2017 $ 165,801 $ 37,637 $ — $ 203,438 Goodwill acquired during the period — — — — Adjustments to preliminary purchase price allocations (1,977 ) — — (1,977 ) Foreign currency translation (716 ) (1,089 ) — (1,805 ) Balance at June 30, 2018 $ 163,108 $ 36,548 $ — $ 199,656 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Gross Amount, Accumulated Amortization and Net Carrying Amount of Intangibles | The gross amount, accumulated amortization and net carrying amount of intangible assets were as follows: June 30, 2018 December 31, 2017 Useful Life (Years) Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Impairment Net Carrying Amount Customer relationships 5-14 $ 112,847 $ (60,862 ) $ 51,985 $ 113,299 $ (58,107 ) $ (170 ) $ 55,022 Software/Technology 3-15 17,267 (14,675 ) 2,592 19,523 (14,133 ) (2,411 ) 2,979 Covenants not to compete 2-5 12,338 (10,773 ) 1,565 12,510 (10,438 ) — 2,072 Other 2-12 9,971 (6,942 ) 3,029 10,109 (6,411 ) (32 ) 3,666 Total $ 152,423 $ (93,252 ) $ 59,171 $ 155,441 $ (89,089 ) $ (2,613 ) $ 63,739 |
Accrued Expenses and Other Cu31
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: June 30, 2018 December 31, 2017 Accrued salaries, wages and related employee benefits $ 28,930 $ 27,185 Contingent consideration, current portion 1,669 3,430 Accrued workers’ compensation and health benefits 4,808 5,181 Deferred revenue 5,560 6,338 Legal settlement accrual — 1,600 Other accrued expenses 22,955 21,827 Total accrued expenses and other current liabilities $ 63,922 $ 65,561 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consisted of the following: June 30, 2018 December 31, 2017 Senior credit facility $ 142,595 $ 156,948 Notes payable 142 228 Other 9,512 9,702 Total debt 152,249 166,878 Less: Current portion (2,225 ) (2,358 ) Long-term debt, net of current portion $ 150,024 $ 164,520 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Changes in Fair Value of Level 3 Contingent Consideration | The following table represents the changes in the fair value of Level 3 contingent consideration: Six months ended June 30, 2018 2017 Beginning balance $ 5,508 $ 3,094 Acquisitions — 2,508 Payments (1,506 ) (547 ) Accretion of liability 108 148 Revaluation (1,098 ) (780 ) Foreign currency translation (105 ) 22 Ending balance $ 2,907 $ 4,445 |
Segment Disclosure (Tables)
Segment Disclosure (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Consolidated Financial Information by Segment | Selected consolidated financial information by segment for the periods shown was as follows (intercompany transactions are eliminated in Corporate and eliminations): Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Revenues Services $ 147,718 $ 134,043 $ 293,313 $ 260,372 International 41,111 33,904 79,567 68,160 Products and Systems 5,386 5,107 11,570 10,657 Corporate and eliminations (2,422 ) (2,615 ) (5,027 ) (5,432 ) $ 191,793 $ 170,439 $ 379,423 $ 333,757 Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Gross profit Services $ 40,127 $ 35,490 $ 74,837 $ 65,703 International 12,689 8,828 23,396 19,288 Products and Systems 2,213 1,966 5,103 4,560 Corporate and eliminations 54 59 (108 ) (55 ) $ 55,083 $ 46,343 $ 103,228 $ 89,496 Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Income (loss) from operations Services $ 16,328 $ 12,132 $ 28,603 $ 19,513 International 2,455 (190 ) 3,375 2,843 Products and Systems (656 ) (892 ) (384 ) (1,340 ) Corporate and eliminations (7,823 ) (6,047 ) (14,892 ) (12,763 ) $ 10,304 $ 5,003 $ 16,702 $ 8,253 Income (loss) from operations by operating segment includes intercompany transactions, which are eliminated in Corporate and eliminations. Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Depreciation and amortization Services $ 5,970 $ 5,468 $ 11,941 $ 10,787 International 2,260 1,888 4,541 3,732 Products and Systems 366 585 729 1,153 Corporate and eliminations (5 ) (57 ) 28 (123 ) $ 8,591 $ 7,884 $ 17,239 $ 15,549 June 30, 2018 December 31, 2017 Intangible assets, net Services $ 44,134 $ 46,864 International 12,428 13,899 Products and Systems 2,029 2,261 Corporate and eliminations 580 715 $ 59,171 $ 63,739 June 30, 2018 December 31, 2017 Total assets Services $ 368,912 $ 377,585 International 148,928 150,779 Products and Systems 12,669 12,733 Corporate and eliminations 13,480 13,344 $ 543,989 $ 554,441 |
Schedule of Revenues by Geographic Areas | Revenues by geographic area for the three and six months ended June 30, 2018 and 2017 , respectively, were as follows: Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Revenues United States $ 125,125 $ 119,029 $ 251,116 $ 230,560 Other Americas 24,166 17,895 47,680 33,368 Europe 39,624 30,706 73,872 61,366 Asia-Pacific 2,878 2,809 6,755 8,463 $ 191,793 $ 170,439 $ 379,423 $ 333,757 |
Description of Business and B35
Description of Business and Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Concentration Risk [Line Items] | |||||
Effective income tax rate | 29.00% | 44.00% | 31.00% | 37.00% | |
Adjustment to deferred tax assets due to change in estimate for executive compensation as result of Tax Act | $ 0.4 | ||||
Customer Concentration Risk | Revenues | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12.00% | 12.00% |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Revenue remaining performance obligation, expected timing of satisfaction period | 1 year |
Revenue recognized that was included in contract liability balance at the beginning of the year | $ 3.4 |
Revenue, practical expedient, incremental cost of obtaining a contract, maximum period | 1 year |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 191,793 | $ 170,439 | $ 379,423 | $ 333,757 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 125,125 | 119,029 | 251,116 | 230,560 |
Other Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 24,166 | 17,895 | 47,680 | 33,368 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 39,624 | 30,706 | 73,872 | 61,366 |
Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,878 | 2,809 | 6,755 | 8,463 |
Oil & Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 105,379 | 215,817 | ||
Aerospace & Defense | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 28,227 | 55,815 | ||
Industrials | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 24,474 | 43,131 | ||
Power generation & Transmission | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12,497 | 22,674 | ||
Other Process Industries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,080 | 16,282 | ||
Infrastructure, Research & Engineering | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7,727 | 12,926 | ||
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,409 | 12,778 | ||
Operating segments | Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 147,718 | 134,043 | 293,313 | 260,372 |
Operating segments | Services | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 122,835 | 246,398 | ||
Operating segments | Services | Other Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 22,676 | 44,459 | ||
Operating segments | Services | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,133 | 2,288 | ||
Operating segments | Services | Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 74 | 168 | ||
Operating segments | Services | Oil & Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 95,288 | 197,036 | ||
Operating segments | Services | Aerospace & Defense | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 13,371 | 25,828 | ||
Operating segments | Services | Industrials | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 16,607 | 28,324 | ||
Operating segments | Services | Power generation & Transmission | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,137 | 17,038 | ||
Operating segments | Services | Other Process Industries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,138 | 11,545 | ||
Operating segments | Services | Infrastructure, Research & Engineering | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,914 | 6,094 | ||
Operating segments | Services | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,263 | 7,448 | ||
Operating segments | International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 41,111 | 33,904 | 79,567 | 68,160 |
Operating segments | International | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 157 | 424 | ||
Operating segments | International | Other Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,955 | 3,857 | ||
Operating segments | International | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 37,645 | 71,845 | ||
Operating segments | International | Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,354 | 3,441 | ||
Operating segments | International | Oil & Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,716 | 17,844 | ||
Operating segments | International | Aerospace & Defense | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 14,086 | 28,551 | ||
Operating segments | International | Industrials | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,942 | 13,342 | ||
Operating segments | International | Power generation & Transmission | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,806 | 3,526 | ||
Operating segments | International | Other Process Industries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,909 | 4,699 | ||
Operating segments | International | Infrastructure, Research & Engineering | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,552 | 5,071 | ||
Operating segments | International | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,100 | 6,534 | ||
Operating segments | Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,386 | 5,107 | 11,570 | 10,657 |
Operating segments | Products | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,782 | 6,040 | ||
Operating segments | Products | Other Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 278 | 360 | ||
Operating segments | Products | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 815 | 1,934 | ||
Operating segments | Products | Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,511 | 3,236 | ||
Operating segments | Products | Oil & Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 375 | 937 | ||
Operating segments | Products | Aerospace & Defense | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 770 | 1,436 | ||
Operating segments | Products | Industrials | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 925 | 1,465 | ||
Operating segments | Products | Power generation & Transmission | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 554 | 2,110 | ||
Operating segments | Products | Other Process Industries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 33 | 38 | ||
Operating segments | Products | Infrastructure, Research & Engineering | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,261 | 1,761 | ||
Operating segments | Products | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,468 | 3,823 | ||
Corp/Elim | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | (2,422) | $ (2,615) | (5,027) | $ (5,432) |
Corp/Elim | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | (649) | (1,746) | ||
Corp/Elim | Other Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | (743) | (996) | ||
Corp/Elim | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | (969) | (2,195) | ||
Corp/Elim | Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | (61) | (90) | ||
Corp/Elim | Oil & Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
Corp/Elim | Aerospace & Defense | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
Corp/Elim | Industrials | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
Corp/Elim | Power generation & Transmission | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
Corp/Elim | Other Process Industries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
Corp/Elim | Infrastructure, Research & Engineering | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
Corp/Elim | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ (2,422) | $ (5,027) |
Share-Based Compensation - Equi
Share-Based Compensation - Equity Incentive Plans (Details) | 6 Months Ended |
Jun. 30, 2018planshares | |
Share-based compensation | |
Number of employee stock ownership plans (plan) | plan | 3 |
2007 Plan | |
Share-based compensation | |
Number of awards that may be granted (in shares) | 0 |
2009 Plan | |
Share-based compensation | |
Number of awards that may be granted (in shares) | 0 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Options (Details) - Stock Options - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Common Stock Options (in shares) | ||||
Outstanding at the beginning of the period: (in shares) | 2,130,000 | 2,167,000 | ||
Granted (in shares) | 0 | 0 | 0 | 0 |
Exercised (in shares) | 0 | (37,000) | ||
Expired or forfeited (in shares) | 0 | 0 | ||
Outstanding at the end of the period: (in shares) | 2,130,000 | 2,130,000 | 2,130,000 | 2,130,000 |
Weighted Average Exercise Price (in dollar per share) | ||||
Outstanding at the beginning of period: (in dollars per share) | $ 13.43 | $ 13.33 | ||
Granted (in dollars per share) | 0 | 0 | ||
Exercised (in dollars per share) | 0 | 7.39 | ||
Expired or forfeited (in dollars per share) | 0 | 0 | ||
Outstanding at the end of period: (in dollars per share) | $ 13.43 | $ 13.43 | $ 13.43 | $ 13.43 |
Recognized share-based compensation expense (less than) | $ 0 | $ 0 | $ 0 | $ 0 |
Unrecognized compensation costs | $ 0 | $ 0 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Unit Awards - Narrative (Details) - Restricted Stock Units shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)directorshares | Jun. 30, 2017USD ($)directorshares | |
Share-based compensation | ||||
Recognized share-based compensation expense (benefit) | $ 1.2 | $ 1.2 | $ 2 | $ 2.3 |
Unrecognized compensation cost, net of estimated forfeitures | $ 9.1 | $ 9.1 | ||
Weighted-average period over which unrecognized compensation cost is expected to be recognized (years) | 2 years 8 months 12 days | |||
Fair value of shares vested | $ 0.7 | $ 0.2 | ||
Shares vested (in shares) | shares | 35 | 8 | ||
Non-employee directors | ||||
Share-based compensation | ||||
Number of fully vested common stock granted (in shares) | shares | 10 | 9 | ||
Number of non-employee directors to whom fully vested common stock is granted (director) | director | 5 | 5 | ||
Fair value of shares vested | $ 0.2 | $ 0.2 |
Share-Based Compensation - Re41
Share-Based Compensation - Restricted Stock Units Awards - Activity (Details) - Restricted Stock Units - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Restricted Stock Units Awards (Units) | ||
Outstanding at beginning of period: (in shares) | 532 | 569 |
Granted (in shares) | 211 | 124 |
Released (in shares) | (35) | (8) |
Forfeited (in shares) | (24) | (11) |
Outstanding at end of period: (in shares) | 684 | 674 |
Weighted Average Grant-Date Fair Value (in dollars per share) | ||
Outstanding at the beginning of period: (in dollars per share) | $ 21.05 | $ 20.81 |
Granted (in dollars per share) | 19.20 | 21.21 |
Released (in dollars per share) | 21.44 | 21.99 |
Forfeited (in dollars per share) | 20.17 | 21.05 |
Outstanding at end of period: (in dollars per share) | $ 20.49 | $ 20.87 |
Share-Based Compensation - Perf
Share-Based Compensation - Performance Restricted Stock Units - Narrative (Details) - PRSUs shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($)shares | Jun. 30, 2018USD ($)performance_metricshares | Jun. 30, 2017USD ($)shares | Dec. 31, 2016shares | Dec. 31, 2017shares | |
Share-based compensation | ||||||
Number of units increased during the period (in shares) | shares | 4 | |||||
Number of units decreased during the period (in shares) | shares | 8 | 57 | 3 | |||
Recognized share-based compensation expense (benefit) | $ | $ 0.5 | $ 0.5 | $ 0.6 | $ 0.9 | ||
Unrecognized compensation cost | $ | $ 3.2 | $ 3.2 | ||||
Nonvested shares outstanding (in shares) | shares | 324 | 294 | 324 | 294 | 290 | 278 |
Weighted-average period over which unrecognized compensation cost is expected to be recognized (years) | 2 years 4 months 24 days | |||||
Accrued expenses and other liabilities | ||||||
Share-based compensation | ||||||
Accrued liability related to discretionary PRSUs | $ | $ 0.1 | $ 0.1 | ||||
Executive and Senior Officers | ||||||
Share-based compensation | ||||||
Performance period (years) | 1 year | |||||
Number of performance award metrics | performance_metric | 3 | |||||
Requisite service period (years) | 5 years | |||||
Executive and Senior Officers | Anniversary 1 | ||||||
Share-based compensation | ||||||
Award vesting rights, percentage | 25.00% | |||||
Executive and Senior Officers | Anniversary 2 | ||||||
Share-based compensation | ||||||
Award vesting rights, percentage | 25.00% | |||||
Executive and Senior Officers | Anniversary 3 | ||||||
Share-based compensation | ||||||
Award vesting rights, percentage | 25.00% | |||||
Executive and Senior Officers | Anniversary 4 | ||||||
Share-based compensation | ||||||
Award vesting rights, percentage | 25.00% |
Share-Based Compensation - Pe43
Share-Based Compensation - Performance Restricted Stock Units - Activity (Details) - PRSUs - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Performance Restricted Stock (Units) | ||
Outstanding at beginning of period: (in shares) | 278 | 290 |
Granted (in shares) | 123 | 128 |
Performance condition adjustments (in shares) | (4) | (60) |
Released (in shares) | (61) | (64) |
Forfeited (in shares) | (12) | 0 |
Outstanding at end of period: (in shares) | 324 | 294 |
Weighted Average Grant-Date Fair Value (in dollars per share) | ||
Outstanding at the beginning of period: (in dollars per share) | $ 17 | $ 16.01 |
Granted (in dollars per share) | 19.46 | 20.42 |
Performance condition adjustments (in dollars per share) | 19.67 | 20.57 |
Released (in dollars per share) | 15.04 | 14.87 |
Forfeited (in dollars per share) | 16.16 | 0 |
Outstanding at end of period: (in dollars per share) | $ 18.15 | $ 17.15 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Basic earnings per share: | ||||
Net income attributable to Mistras Group, Inc. | $ 6,000 | $ 2,217 | $ 8,908 | $ 3,909 |
Denominator: | ||||
Weighted average common shares outstanding (in shares) | 28,346 | 28,437 | 28,325 | 28,562 |
Basic earnings (loss) per share (in dollars per share) | $ 0.21 | $ 0.08 | $ 0.31 | $ 0.14 |
Denominator: | ||||
Weighted average common shares outstanding (in shares) | 28,346 | 28,437 | 28,325 | 28,562 |
Dilutive effect of stock options outstanding (in shares) | 660 | 802 | 702 | 841 |
Dilutive effect of restricted stock units outstanding (in shares) | 328 | 360 | 322 | 351 |
Weighted average common shares outstanding, diluted (in shares) | 29,334 | 29,599 | 29,349 | 29,754 |
Diluted earnings (loss) per share (in dollars per share) | $ 0.20 | $ 0.07 | $ 0.30 | $ 0.13 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018USD ($)entity | Jun. 30, 2017USD ($)entity | Dec. 31, 2017USD ($)entity | |
Acquisitions | |||
Goodwill | $ 199,656 | $ 203,438 | |
Services | |||
Acquisitions | |||
Goodwill | $ 163,108 | $ 165,801 | |
Fiscal 2018 Acquisitions | |||
Acquisitions | |||
Number of acquisitions | entity | 0 | ||
Fiscal 2017 Acquisitions | |||
Acquisitions | |||
Number of acquisitions | entity | 1 | ||
Fiscal 2017 Acquisitions | Services | |||
Acquisitions | |||
Goodwill | $ 36,400 | ||
Fiscal 2017 Acquisitions | United States | |||
Acquisitions | |||
Number of acquisitions | entity | 1 | ||
Cash paid for acquisitions | $ 4,500 | ||
Contingent consideration from acquisitions | $ 3,500 | ||
Fiscal 2017 Acquisitions | Customer Relationships and Covenants Not To Compete | Services | |||
Acquisitions | |||
Other intangible assets acquired | $ 23,800 |
Acquisitions - Dispositions (De
Acquisitions - Dispositions (Details) - Disposal of Foreign Subsidiaries - Products and Systems - Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018USD ($) | Dec. 31, 2017subsidiary | Jun. 30, 2018USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of subsidiaries classified as held for sale | subsidiary | 1 | ||
Percentage of consolidated revenues of subsidiary held for sale | 0.50% | 0.60% | |
Loss from operations of subsidiary held for sale | $ | $ 0.3 | $ 0.2 | |
Percentage of consolidated assets of subsidiary held for sale | 0.40% | 0.40% | 0.40% |
Percentage of liabilities of subsidiary held for sale | 0.20% | 0.20% | 0.20% |
Acquisitions - Acquisition-Rela
Acquisitions - Acquisition-Related Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Business Combinations [Abstract] | ||||
Due diligence, professional fees and other transaction costs | $ (409) | $ 209 | $ (370) | $ 291 |
Adjustments to fair value of contingent consideration liabilities | 43 | (7) | (990) | (632) |
Acquisition-related expense (benefit), net | $ (366) | $ 202 | $ (1,360) | $ (341) |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Trade accounts receivable | $ 147,646 | $ 141,952 |
Allowance for doubtful accounts | (3,446) | (3,872) |
Accounts receivable, net | 144,200 | 138,080 |
Unbilled revenues accrued | $ 23,600 | $ 14,400 |
Property, Plant and Equipment49
Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment, net | |||||
Property, plant and equipment, gross | $ 239,800 | $ 239,800 | $ 232,368 | ||
Accumulated depreciation and amortization | (152,585) | (152,585) | (145,225) | ||
Property, plant and equipment, net | 87,215 | 87,215 | 87,143 | ||
Depreciation expense | 6,100 | $ 5,600 | 12,200 | $ 11,100 | |
Land | |||||
Property, Plant and Equipment, net | |||||
Property, plant and equipment, gross | 2,686 | 2,686 | 2,414 | ||
Buildings and improvements | |||||
Property, Plant and Equipment, net | |||||
Property, plant and equipment, gross | 24,705 | $ 24,705 | 24,003 | ||
Buildings and improvements | Minimum | |||||
Property, Plant and Equipment, net | |||||
Useful Life (Years) | 30 years | ||||
Buildings and improvements | Maximum | |||||
Property, Plant and Equipment, net | |||||
Useful Life (Years) | 40 years | ||||
Office furniture and equipment | |||||
Property, Plant and Equipment, net | |||||
Property, plant and equipment, gross | 14,842 | $ 14,842 | 14,230 | ||
Office furniture and equipment | Minimum | |||||
Property, Plant and Equipment, net | |||||
Useful Life (Years) | 5 years | ||||
Office furniture and equipment | Maximum | |||||
Property, Plant and Equipment, net | |||||
Useful Life (Years) | 8 years | ||||
Machinery and equipment | |||||
Property, Plant and Equipment, net | |||||
Property, plant and equipment, gross | $ 197,567 | $ 197,567 | $ 191,721 | ||
Machinery and equipment | Minimum | |||||
Property, Plant and Equipment, net | |||||
Useful Life (Years) | 5 years | ||||
Machinery and equipment | Maximum | |||||
Property, Plant and Equipment, net | |||||
Useful Life (Years) | 7 years |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2017 | $ 203,438 |
Goodwill acquired during the period | 0 |
Adjustments to preliminary purchase price allocations | (1,977) |
Foreign currency translation | (1,805) |
Balance at June 30, 2018 | 199,656 |
Services | |
Goodwill [Roll Forward] | |
Balance at December 31, 2017 | 165,801 |
Goodwill acquired during the period | 0 |
Adjustments to preliminary purchase price allocations | (1,977) |
Foreign currency translation | (716) |
Balance at June 30, 2018 | 163,108 |
International | |
Goodwill [Roll Forward] | |
Balance at December 31, 2017 | 37,637 |
Goodwill acquired during the period | 0 |
Adjustments to preliminary purchase price allocations | 0 |
Foreign currency translation | (1,089) |
Balance at June 30, 2018 | 36,548 |
Products and Systems | |
Goodwill [Roll Forward] | |
Balance at December 31, 2017 | 0 |
Goodwill acquired during the period | 0 |
Adjustments to preliminary purchase price allocations | 0 |
Foreign currency translation | 0 |
Balance at June 30, 2018 | $ 0 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Goodwill [Line Items] | ||
Goodwill cumulative impairment loss | $ 23.1 | $ 23.1 |
Products and Systems | ||
Goodwill [Line Items] | ||
Goodwill cumulative impairment loss | 13.2 | 13.2 |
International | ||
Goodwill [Line Items] | ||
Goodwill cumulative impairment loss | $ 9.9 | $ 9.9 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Amount | $ 152,423 | $ 152,423 | $ 155,441 | ||
Accumulated Amortization | (93,252) | (93,252) | (89,089) | ||
Impairment | (2,613) | ||||
Net Carrying Amount | 59,171 | 59,171 | 63,739 | ||
Amortization expense | 2,500 | $ 2,300 | 5,000 | $ 4,400 | |
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Amount | 112,847 | 112,847 | 113,299 | ||
Accumulated Amortization | (60,862) | (60,862) | (58,107) | ||
Impairment | (170) | ||||
Net Carrying Amount | 51,985 | $ 51,985 | 55,022 | ||
Customer relationships | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life (Years) | 5 years | ||||
Customer relationships | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life (Years) | 14 years | ||||
Software/Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Amount | 17,267 | $ 17,267 | 19,523 | ||
Accumulated Amortization | (14,675) | (14,675) | (14,133) | ||
Impairment | (2,411) | ||||
Net Carrying Amount | 2,592 | $ 2,592 | 2,979 | ||
Software/Technology | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life (Years) | 3 years | ||||
Software/Technology | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life (Years) | 15 years | ||||
Covenants not to compete | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Amount | 12,338 | $ 12,338 | 12,510 | ||
Accumulated Amortization | (10,773) | (10,773) | (10,438) | ||
Impairment | 0 | ||||
Net Carrying Amount | 1,565 | $ 1,565 | 2,072 | ||
Covenants not to compete | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life (Years) | 2 years | ||||
Covenants not to compete | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life (Years) | 5 years | ||||
Other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Amount | 9,971 | $ 9,971 | 10,109 | ||
Accumulated Amortization | (6,942) | (6,942) | (6,411) | ||
Impairment | (32) | ||||
Net Carrying Amount | $ 3,029 | $ 3,029 | $ 3,666 | ||
Other | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life (Years) | 2 years | ||||
Other | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life (Years) | 12 years |
Accrued Expenses and Other Cu53
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued salaries, wages and related employee benefits | $ 28,930 | $ 27,185 |
Contingent consideration, current portion | 1,669 | 3,430 |
Accrued workers’ compensation and health benefits | 4,808 | 5,181 |
Deferred revenue | 5,560 | 6,338 |
Legal settlement accrual | 0 | 1,600 |
Other accrued expenses | 22,955 | 21,827 |
Total accrued expenses and other current liabilities | $ 63,922 | $ 65,561 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total debt | $ 152,249 | $ 166,878 |
Less: Current portion | (2,225) | (2,358) |
Long-term debt, net of current portion | 150,024 | 164,520 |
Senior credit facility | ||
Debt Instrument [Line Items] | ||
Total debt | 142,595 | 156,948 |
Notes payable | ||
Debt Instrument [Line Items] | ||
Total debt | 142 | 228 |
Other | ||
Debt Instrument [Line Items] | ||
Total debt | $ 9,512 | $ 9,702 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | Dec. 08, 2017USD ($)quarter | Oct. 31, 2014quarter | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Notes Payable and Other | ||||
Debt outstanding | $ 152,249,000 | $ 166,878,000 | ||
Senior credit facility | ||||
Senior Credit Facility | ||||
Maximum borrowing capacity | 250,000,000 | |||
Line of credit facility, higher borrowing capacity option | 300,000,000 | |||
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 | 142,600,000 | |||
Outstanding letters of credit | 5,400,000 | |||
Amount of non-recurring charges used as threshold used for calculation of funded debt leverage ratio | $ 5,000,000 | |||
Number of consecutive fiscal quarters used for calculating funded debt leverage ratio | quarter | 4 | 4 | ||
Funded debt leverage ratio at which the entity will have the benefit of lowest interest margin (less than or equal to) | 0.5 | |||
Funded debt leverage ratio at which the entity will bear the maximum interest rate margin (greater than) | 2.75 | |||
Additional interest rate margin if funded debt leverage ratio exceeds threshold (as a percent) | 2.00% | |||
Funded debt leverage ratio for additional interest payment (less than) | 3.5 | |||
Interest coverage ratio (greater than) | 3 | |||
Preceding period used for calculating Interest Coverage Ratio | 12 months | 12 months | ||
Number of fiscal quarters to temporary increase funded debt leverage ratio | quarter | 4 | |||
Notes Payable and Other | ||||
Debt outstanding | $ 142,595,000 | 156,948,000 | ||
Senior credit facility | Maximum | ||||
Senior Credit Facility | ||||
Temporary increase in funded debt leverage ratio | 3.75 | |||
Senior credit facility | LIBOR | ||||
Senior Credit Facility | ||||
Reference rate, description | LIBOR | |||
Senior credit facility | LIBOR | Minimum | ||||
Senior Credit Facility | ||||
Margin (as a percent) | 1.00% | |||
Senior credit facility | LIBOR | Maximum | ||||
Senior Credit Facility | ||||
Margin (as a percent) | 2.00% | |||
Senior credit facility | Base rate | ||||
Senior Credit Facility | ||||
Reference rate, description | base rate | |||
Senior credit facility | Base rate | Minimum | ||||
Senior Credit Facility | ||||
Margin (as a percent) | (0.375%) | |||
Senior credit facility | Base rate | Maximum | ||||
Senior Credit Facility | ||||
Margin (as a percent) | (1.25%) | |||
Notes payable | ||||
Notes Payable and Other | ||||
Interest rate (as a percent) | 3.45% | |||
Debt outstanding | $ 142,000 | 228,000 | ||
Notes payable | Minimum | ||||
Notes Payable and Other | ||||
Maturity term from the date of acquisition | 3 years | |||
Other | ||||
Notes Payable and Other | ||||
Debt outstanding | $ 9,512,000 | $ 9,702,000 | ||
Other | Minimum | ||||
Notes Payable and Other | ||||
Interest rate (as a percent) | 0.50% | |||
Debt monthly periodic payments | $ 1,000 | |||
Other | Maximum | ||||
Notes Payable and Other | ||||
Interest rate (as a percent) | 6.20% | |||
Debt monthly periodic payments | $ 18,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Contingent Consideration Liability [Roll Forward] | ||||
Revaluation | $ 43 | $ (7) | $ (990) | $ (632) |
Level 3 | ||||
Contingent Consideration Liability [Roll Forward] | ||||
Beginning balance | 5,508 | 3,094 | ||
Acquisitions | 0 | 2,508 | ||
Payments | (1,506) | (547) | ||
Accretion of liability | 108 | 148 | ||
Revaluation | (1,098) | (780) | ||
Foreign currency translation | (105) | 22 | ||
Ending balance | $ 2,907 | $ 4,445 | $ 2,907 | $ 4,445 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jan. 31, 2018USD ($) | Sep. 30, 2016USD ($) | Apr. 30, 2015claim | Jun. 30, 2016USD ($) | Jun. 30, 2018USD ($)subsidiaryarrangement | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) | |
Litigation | |||||||
Number of Company's subsidiaries that could experience significant decline in employees covered by collective-bargaining arrangement | subsidiary | 1 | ||||||
Number of collective-bargaining agreements with significant decline in employees covered | arrangement | 1 | ||||||
Triumph Aerostructures-Vought Aircraft Division v. Mistras Group | |||||||
Litigation | |||||||
Litigation settlement, amount awarded to other party | $ 1,600,000 | ||||||
Consolidated class and collective action lawsuit | Settled Litigation | |||||||
Litigation | |||||||
Number of consolidated claims settled | claim | 2 | ||||||
Settlement charge | $ 6,300,000 | ||||||
Dispute with former owner of company's French subsidiary | Affiliated Entity | AGL Services Company v. Mistras Group | |||||||
Litigation | |||||||
Litigation settlement, amount awarded to other party | $ 400,000 | ||||||
Defective ultrasound inspection system | Triumph Aerostructures-Vought Aircraft Division v. Mistras Group | Ultrasonic Inspection System | |||||||
Litigation | |||||||
Settlement charge | $ 1,600,000 | ||||||
Defective ultrasound inspection system | Pending Litigation | |||||||
Litigation | |||||||
Amount of damages claimed | $ 2,300,000 | ||||||
Acquisition-related contingencies | |||||||
Litigation | |||||||
Potential acquisition-related contingent consideration, low end of range | $ 0 | ||||||
Potential acquisition-related contingent consideration, high end of range | $ 6,700,000 | ||||||
Remaining period over which potential acquisition-related contingent consideration would be payable | 2 years |
Segment Disclosure - Financial
Segment Disclosure - Financial Information by Segment (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)segment | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting [Abstract] | |||||
Number of operating segments | segment | 3 | ||||
Financial information by segment | |||||
Revenues | $ 191,793 | $ 170,439 | $ 379,423 | $ 333,757 | |
Gross profit | 55,083 | 46,343 | 103,228 | 89,496 | |
Income (loss) from operations | 10,304 | 5,003 | 16,702 | 8,253 | |
Depreciation and amortization | 8,591 | 7,884 | 17,239 | 15,549 | |
Intangible assets, net | 59,171 | 59,171 | $ 63,739 | ||
Total assets | 543,989 | 543,989 | 554,441 | ||
Operating segments | Services | |||||
Financial information by segment | |||||
Revenues | 147,718 | 134,043 | 293,313 | 260,372 | |
Gross profit | 40,127 | 35,490 | 74,837 | 65,703 | |
Income (loss) from operations | 16,328 | 12,132 | 28,603 | 19,513 | |
Depreciation and amortization | 5,970 | 5,468 | 11,941 | 10,787 | |
Intangible assets, net | 44,134 | 44,134 | 46,864 | ||
Total assets | 368,912 | 368,912 | 377,585 | ||
Operating segments | International | |||||
Financial information by segment | |||||
Revenues | 41,111 | 33,904 | 79,567 | 68,160 | |
Gross profit | 12,689 | 8,828 | 23,396 | 19,288 | |
Income (loss) from operations | 2,455 | (190) | 3,375 | 2,843 | |
Depreciation and amortization | 2,260 | 1,888 | 4,541 | 3,732 | |
Intangible assets, net | 12,428 | 12,428 | 13,899 | ||
Total assets | 148,928 | 148,928 | 150,779 | ||
Operating segments | Products and Systems | |||||
Financial information by segment | |||||
Revenues | 5,386 | 5,107 | 11,570 | 10,657 | |
Gross profit | 2,213 | 1,966 | 5,103 | 4,560 | |
Income (loss) from operations | (656) | (892) | (384) | (1,340) | |
Depreciation and amortization | 366 | 585 | 729 | 1,153 | |
Intangible assets, net | 2,029 | 2,029 | 2,261 | ||
Total assets | 12,669 | 12,669 | 12,733 | ||
Corporate and eliminations | |||||
Financial information by segment | |||||
Revenues | (2,422) | (2,615) | (5,027) | (5,432) | |
Gross profit | 54 | 59 | (108) | (55) | |
Income (loss) from operations | (7,823) | (6,047) | (14,892) | (12,763) | |
Depreciation and amortization | (5) | $ (57) | 28 | $ (123) | |
Intangible assets, net | 580 | 580 | 715 | ||
Total assets | $ 13,480 | $ 13,480 | $ 13,344 |
Segment Disclosure - Revenues b
Segment Disclosure - Revenues by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue and long-lived assets by geographic area | ||||
Revenues | $ 191,793 | $ 170,439 | $ 379,423 | $ 333,757 |
United States | ||||
Revenue and long-lived assets by geographic area | ||||
Revenues | 125,125 | 119,029 | 251,116 | 230,560 |
Other Americas | ||||
Revenue and long-lived assets by geographic area | ||||
Revenues | 24,166 | 17,895 | 47,680 | 33,368 |
Europe | ||||
Revenue and long-lived assets by geographic area | ||||
Revenues | 39,624 | 30,706 | 73,872 | 61,366 |
Asia-Pacific | ||||
Revenue and long-lived assets by geographic area | ||||
Revenues | $ 2,878 | $ 2,809 | $ 6,755 | $ 8,463 |
Repurchase of Common Stock (Det
Repurchase of Common Stock (Details) - Stock Repurchase Plan - USD ($) | Aug. 17, 2016 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||||
Stock repurchase plan, amount approved | $ 50,000,000 | |||
Treasury stock repurchased (in shares) | 0 | 146,000 | ||
Treasury stock acquired, average price (in dollars per share) | $ 20.48 | |||
Treasury stock acquired, aggregate cost | $ 3,000,000 | |||
Stock repurchase plan, remaining amount approved | $ 25,100,000 | |||
Chairman and CEO | ||||
Class of Stock [Line Items] | ||||
Stock repurchase plan, amount approved (in shares) | 1,000,000 | |||
Stock repurchase plan, amount approved each month from CEO | $ 2,000,000 | |||
Average daily price of common stock for the preceding month discount, percent | 2.00% | |||
Treasury stock repurchased (in shares) | 1,000,000 | |||
Treasury stock acquired, average price (in dollars per share) | $ 21.92 | |||
Treasury stock acquired, aggregate cost | $ 21,900,000 |