Good morning ladies and gentlemen, and welcome to the Mistras Group’s Earnings Conference Call for its Third Quarter Ended February 29, 2016. My name is Lauren and I will be your event manager today. We will be accepting questions after management’s prepared remarks. Participating on the call from Mistras Group will be Dr. Sotirios Vahaviolos, Chairman and CEO; Jon Wolk, Executive Vice President and CFO; and Dennis Bertolotti, EVP and President of the company’s Service segment. I will now hand the conference over to Dr. Vahaviolos. Please proceed sir.

Lauren, thank you very much and good morning to all. In today’s call, we will review Mistras Group’s financial results for the third quarter of our fiscal year 2016 that ended on February 29, and discuss our prospects going forward. I’m very pleased that Mistras followed up its record first half with yet another record for earnings in the third quarter even though revenue continued to be roughly flat in a challenging market. During this call, one year ago we spoke at length about the challenging market conditions imposed by declining oil prices. Since that time, our management team has worked closely with many of our customers who are seeking to spend less. At the same time we have worked hard to reduce our cost base and drive process efficiencies throughout our business. Headcounts have been reduced in some locations. Some managers have been changed. Utilization of personnel has improved. Waste has been eliminated and two international subsidiaries were closed. Based on our strong value productivity, safety and reliability, our customer retention has been close to 100%. In addition, we have managed to win some important new run and maintain evergreen contracts. However our year-to-date revenues are flat with prior year primarily because of adverse foreign exchanges and dispositions. Excluding these items, year-to-date revenues are up by 4.4% which indicates that Mistras has gained market share in a market where many customers are seeking to spend less. As in the first half of the fiscal year, we gained strong bottom line average in Q3. Our adjusted EBITDA margin improved by 250 basis points compared with the prior year’s Q3 and by 240 basis points during the nine months year to date. This now makes three consecutive record quarters in which Mistras has exceeded prior year profit comparison providing strong validation of our focus on delivering profits that grow faster than revenues. Because of these actions and because of our favorable [ph] outlook of Q4, we have once again raised our expectations for the amounts of profit that we will earn in the fiscal year. Jon will now explain our results and our guidance in more detail, and then Dennis will provide more color on our operations. Afterward we will close with questions. Jon?

Thank you, Sotirios. I remind everyone that remarks made during this call will include some forward-looking statements. The company’s actual results could differ materially from those projected. Some of the factors that could cause actual results to differ are discussed in the company’s most recent annual report on Form 10-K and in other reports filed with the SEC. The discussion in this conference call will include certain financial measures that were not prepared in accordance with US GAAP. Reconciliations of those non-US GAAP financial measures to the most directly comparable US GAAP financial measures can be found in the company’s current report on Form 8-K filed yesterday. These reports are available on the company’s website in the Investors section and on the SEC website. Revenues for the third quarter of fiscal year 2016 were $160.4 million, 1.7% lower than the prior year’s Q3. Excluding the impacts of FX and dispositions, that 1.7% revenue decline would have been a 2% increase. Services revenues increased by 1.5% above the prior year’s Q3, driven by a combination of organic and acquisition growth that each improved by low single digits, but were partially offset by the impact of a weaker Canadian dollar. International segment revenues declined by 5% as mid single digit organic growth was more than offset by FX declines and the impact of dispositions. Products and systems revenues had an organic contraction in Q3 driven by timing. Despite the challenging revenue picture, the profit picture continued to be much better. Operating income exclusive of acquisition-related income from changes in contingent consideration more than doubled the prior year’s Q3 level, growing by more than $3 million and grew by over $14 million or 64% above the first nine months year-to-date. The company's third quarter gross profit margin improved by 300 basis points to…

Thank you, Jon. I will now provide updates on our business segments. We're very proud of our global team and its resilience in a tough market. Our plan is working in North America and in all of our key countries as reflected in the performance numbers that Jon just shared with you. I'll provide some color on key developments in our business. In our services segment, approximately 60% of services revenues are in the oil and gas sector and that market remains challenged. Although the price of oil has rallied lately, many of our customers in this space are clearly trying to spend less given the market uncertainties. We’re regularly meeting and speaking with our customers, exploring ways to improve that productivity and provide even more value from our wide ranging inspection services. Our partnership with our customers is built upon the solid foundation of providing them with terrific value, flexibility and safety for their operations. In last quarter's call, we mentioned that we had won an important new customer in the Canadian oil sands. This multi-year onsite contract commenced during the third quarter and is off to a great start. Importantly, this contract positions Mistras to be both the day-to-day inspection provider for our new customer and through good performance should also position us to support them under turnarounds and other projects. This contract also helps to establish Mistras as a top NDT services provider in this market. Also, during the third quarter, services won an important new multi-year evergreen site within the United States that through strong performance should position us to support this new customer on turnarounds and other maintenance projects. Our NACHER subsidiary primarily performs maintenance and inspection services for our offshore platforms and had a challenging third quarter given the market conditions upstream. But on…

Thank you, Dennis. One year ago we assessed this market from what it is. We chose not to run our business hoping that the oil market would rebound quickly. Instead, we pushed aggressively to accelerate our profit action plans. We have made management changes needed and have been running our business assuming that the present oil price range would be the new normal for the foreseeable future. In this environment, we're focused on operating as efficiently as possible, maximizing our staff utilization and minimizing our capital outlays. We are showing this year that Mistras can thrive even in a very difficult market. Our customers have big challenges and Mistras is the solution provider that can help them. We're looking at the adjacent services that can complement our inspection services. A terrific example is NACHER where we’ve hired some top guys in the installation field. Offshore bed space is limited and this added discipline helps our customers be more efficient and improves our results. But it’s important to note that many of our leading services of NACHER employees offshore can be applied onshore as well. And installation is just one of these areas. Our goal is to be the solution provider that can be most counted on to protect our customers’ assets and help maintain them in certain key areas. I am pleased with our profitable improvement and with the team's execution of our strategy. We are looking forward for the fourth quarter to finish our strong year. I want to personally thank our management team, our loyal employees with a commitment to safety and quality, and our loyal and valued customers and shareholders. Now I will open the floor for questions.

[Operator Instructions] Our first question comes from Edward Marshall from Sidoti & Company.

Good morning, guys. What do you guys do for an encore? I assume the low-hanging fruit has already been taken this year and how much room do you have left on the cost side of the business? I mean, I understand you are continuing to prune and so forth, but as you kind of look at the individual segments, how do we kind of think about the cost side of the business going forward?

Ed, I think it's broader than cost focus for us, that’s part of it. But really it's gross margin expansion, it's on sales mix, it's on value added services and expanding our relevance to customers to help them solve big challenges that they've got. So as we look at this we think we're still in the early innings. And we still think that there's a lot of margin expansion that will still come. It won't come necessarily as much as we've had in this year with over 200 basis points of margin improvement. But we think there's still more to come.

Okay. Into 2017, when I look at the business, I mean driving EPS -- a lot of the heavy lifting is done this year. Do you think it's more about the market and then maybe whatever spread you get over the market due to your market share gains that's really going to be the mover to the bottom line?

As we look forward to ’17, I think that certainly we’re cautiously expanding certain service offerings and got a couple of toes in the water for some exciting adjacent services that we think can be accretive, and also the acquisition pipeline is filling up again too for some interesting smaller companies that can help augment our services platform. So we're kind of excited about ‘17. Certainly we don't think we've maxed out in ’16, we think there's a lot more to come.

Got it. And a competitor said recently we’re facing the toughest environment since 2009. Do you kind of agree with that?

This is Dennis, Ed. Yeah, I mean it's a challenging market out there. I mean, we still have control over what we can do inside our business but the market, especially in the oil and gas sector is one of the more challenging ones we've seen in a long time.

The opportunity really is when the market rebounds and kind of all the actions you’ve taken thus far.

Yeah, and you know, whenever there is a challenging market, customers are looking for new ways to get opportunities and get cost control. So even in a challenging market like this, there's ways to look inside a market and see what you can do.

Got it. And then the fourth-quarter comparison that you talked about, you said it was difficult. I just want to get some clarity. Didn't you have some revenue push-outs into Q1 this year following the strikes from last year? So I guess from a top-line perspective and maybe from the cost perspective, it wouldn't be as tough a comparison as it could have been?

Yeah, I don't think I'd characterize last year's Q4 as a tough comparison. I think it was a reasonable comparison. To your point there are a bunch of moving parts going on.

I think Ed, we were speaking -- I was speaking to that for the products group.

And our next question comes from Andy Wittmann from Robert W. Baird.

Hi guys and good morning. I guess I wanted to drill in a little bit more on the margins. It looks like, as you move here into the fourth quarter and then into ‘17, particularly international, it looks like margins will have based on the run rate that you are putting up an easy margin comp. So it looks like the visibility for the next quarter or two is pretty clear. But Jon, you said that there's more here not as much as you delivered in ‘16, which would be around 200 basis points. But just wondering if you can give us some detail as to what the buckets are where the further margin improvement comes from, what you are eyeing down, where you think the opportunity still rests, not just in the international section, but also in the services segment?

Yeah, I think, Andy, in terms of geography and the balance sheet, I think gross margins can continue to expand and I think we can continue to get leverage on operating expenses. If you look across the segments, I'll comment on services and international, I’ll let Dennis do that in a moment. I think services has done a really nice job of improving contract margins on some large contracts and will continue to do so. Also, I think there are some exciting, as I said earlier, adjacent service categories that we're starting to get into, that can have nice margin implications for us. And I just think that the services business is doing a really good job of focusing on margin opportunities and managing to those. Internationally, we've seen a great step up versus last year's poor year. If you look back a couple of years this kind of puts us in line with where we really should have been compared to two years ago. The difference here is that two years ago, when we had decent margins internationally, we had some big projects that were helping drive that. And this year we really haven't had that, it’s just sustainable steady state business. So I think there's always the opportunity for a big project or two internationally which could help propel things forward. I'm not sure we're necessarily counting on that for next year but I think we'll continue to see sustained and steady improvement in international albeit not at this rate. Dennis, you want to –

I agree with that.

Are you getting any help from the products business mixing the margin higher in the international? In other words, as you look at core services, is that a driver and not a mix shift at all?

I think that's always an opportunity. But as you know the products business sort of comes in big chunks, so when it does come, it sort of moves the needle a bit and then the absence of it makes you notice it as well. But we’re not really planning on any big things for the next fiscal year although they may come.

And Andy, for this year for international I think it’s a lot more managing the business and making sure that utilization was more aligned to what we had versus what we expected. I think that was the biggest driver.

That makes sense. It's obviously a clear trend that the gross margin has been the driver here. But I think over the last year or two even, Jon, you've talked about SG&A being something that you are looking at. What are you seeing in that bucket? Is there opportunity there too, or should we really continue to expect it all in that gross margin line?

I think more of it will come from gross margin. I mean the nice thing about operating expenses is that when you do better, you've got to increase your incentive compensation and that goes into SG&A. So that kind of mitigates the amount of improvement we will see there. So that's for a good reason though. But still I think that there's opportunities as we resume growing to lever on that fixed cost base.

Maybe my last question then just in terms of the marketplace. It's been well-documented that it's difficult out there. You guys have talked a lot about customers looking to save money. Does that mean they are pushing you on price, or are you just having to get more creative?

Andy, it's Dennis. A lot of it's about the spend, right? So they want to make sure that they're watching their spend. So what we have to do is we have to push value in that formula. So it’s about who are the people on-site, what can we do to manage, how many steps it takes to get something done, what can we do to to get their base work done? You know, they may drop off on some of the things that aren’t essential but they still have to get the essential stuff done. So we really are making a conversation about what's our value to you and how do we reduce the spend, and it's been very well received.

And our next question comes from Jeff Volshteyn from JPMorgan.

Good morning. Thank you for taking my question. Sotirios mentioned some interesting market share gains and what I'm interested in is maybe a little bit of color of where the market share gains might be coming from. Are there certain end markets, are there certain types of services that you've been more successful in than others?

This is Dennis, Jeff. It's difficult to say if there's any one segment -- I mean obviously our biggest portion is in oil and gas, so we have had some successes in there in oil and gas. There are other business sectors, such as aerospace and things like that that continue to grow and be strong. But they're a smaller percent of it. So I would think it's primarily in oil and gas and there's opportunities both up and downstream in that, because of -- like I was saying earlier customers want to reduce their spend, they're trying to find ways to find value and there's opportunities for our type of services with combined inspection and capabilities to do something. So it's really in our core markets where we're finding it.

Just one more follow-up on the housekeeping side of the business. When I look at the tax rate, it was a little bit lower in the third quarter because of some discrete items. How do we think about tax rate and really all the below-operating income line items for the fourth quarter and perhaps another indication for 2017? Is it tax rate, interest, D&A, et cetera?

Okay, well, there's lot of items there. The tax rate I think for Q4 next year, I think, – if you're in the 36% to 37% range, that's typically where we've been operating absent the discrete items. So I would continue to expect something along those lines. Depreciation and amortization, it’s been edging – depreciation’s been edging a little bit lower because our CapEx has been less than our depreciation for the last year or so. I would expect that to continue. On the other hand, amortization could rise next year because of acquisitions. So it's a little bit early to be commenting on that, with any more granularity than that. Interest expense will continue to go down obviously as the debt goes down and we’re generating a lot of cash, we’ve been paying down the debt primarily with that cash. As we continue to do that, that will obviously have a corresponding interest expense impact, if we start redeploying that cash for acquisitions, that may halt some of the decline in interest expense. But I would still expect it to drift downward. Does that answer it?

And our next question comes from Matt Duncan from Stephens.

Hey good morning guys and nice job this quarter. I want to go back, Jon, to a little more detail on the gross margin. So one of the things that you mentioned was the wage increase that you guys put through last year and then the price pressure that you then subsequently faced, I think, put a lot of pressure on margin. How much of the increase in gross margin this year is just a better match of wages versus the pricing environment versus some of the other actions that you guys have been taking?

Matt, I think that if you lined out all the causal factors I think that, the wage movement and so forth is relatively a small component. It might be – I don’t know – 20 or 30 basis points but services is up, gross margin over 110 basis points. I think that the operating actions that they're doing outweighs that.

And then go looking back in time, I mean I remember, I've been around you guys for a long time -- I remember a time when services gross margins were north of 27%. International gross margins were north of 30% and at times even in the mid-30%s. Are those levels that you feel like you can achieve again?

Well, year-to-date international is at 29 – sorry, I'm sorry I said 30% year-to-date, it was 29% for the third quarter. So I think we're fairly close to that now and the difference is, is that in the past when we did it in international, we did with product sales primarily and now we're doing it really a lot more with services. So I think if anything we've really improved the efficiency that we're operating with and are matching of cost and revenues to a much greater extent than we would have in those past years. So I'm very bullish on the direction that things are going internationally. On the services side, we've seen margins move up in the right direction now for several quarters. And we're feeling very good about that direction as well, because of our value focus and really working closely with the customers to align those costs with revenues, not getting ahead of our skis in terms of laying on costs before revenues come on. I think the team is really doing a good job there. So I think it's all going in the right direction.

And then again sort of looking out to ‘17, are you guys thinking at this point about planning for ‘17 as though the end market environment is going to pretty much stay where it is so that your revenues are certainly facing headwinds from the market, market share gains and maybe some acquisitions you can get some growth out of that? Is that sort of the way you are planning for next year?

Yeah, that's absolutely the way that we're looking at over the next several years to be honest with you. We've got sort of a view on how things -- how we need to perform at what market conditions maybe for the next several years. And we're not really assuming that the market's going to help any of us. We're not assuming it's going to hurt us compared to where today's conditions are but we're not assuming any help from the market. And even despite that, we believe that the way we're operating, the initiatives that we have in place, the business development activities that we have in place et cetera, we think that we can grow but it won’t be heroic growth next year. But we think that we can grow in a tough market. And importantly we think we can continue to grow profits faster than revenues.

You know, the adjacent markets that we are developing, that will help us also too.

Absolutely, yes. So the right way we should be thinking about next year then is probably a low single digit revenue growth rate, certainly a faster EBITDA growth rate, maybe high single digits and there is the potential you can do better than that. It just depends on a variety of factors, but is that the right setup to be thinking about for now?

Yeah, Dennis is nodding yes, Sotirios is nodding yes, and I'll tell you yes, that's the way we're looking at it right now. Unless something changes significantly that's kind of how we’re viewing the world.

Matt, the market changed a lot last year. We expect this year it will be in the normal. We don't expect the volatility of the oil prices but we don't think it's going to go that much dramatically up either. So we can work inside this market, we really can. We know what we need to do and we know what the customers need, so we know how to operate in this space.

And then the last question I've got just about this market backdrop, I would think one of the things that your customers could do is to use some more advanced inspection techniques to learn more about their assets and help them defer maintenance spend, which is a higher cost. So it seems like there may be an opportunity to capitalize on that for you guys. Are you seeing that type of mentality coming from your customers at this point?

Matt, this is Dennis. It’s absolutely the type of thing we're referring to when we speak of value and finding new ways for cost savings, that's all part of it. It's all what can you do while we're operating on line, what can you do before we come offline, what can we know in advance, so I mean all these things make the customers start thinking a little bit more cost consciously where before they had a little bit more money to throw bodies at it, now they have to throw ideas in technology. So we can do it through what we do with our software, we can do it through with our advanced techniques. We can do it by combining services that are complementary to what we're doing. There's a lot of ways to create value so that's what you're speaking to is exactly part of it.

[Operator Instructions] Our next question comes from Matt Tucker from KeyBanc Capital.

I wanted to follow up on your comment on the M&A pipeline filling up. I guess, first, is that a function of -- are you seeing companies get into distress? Are you just seeing valuations coming down? If you could just add a little more color there. And then I guess secondly, could you just give us a sense for what type of opportunities that you are finding attractive? Should we assume these are mostly your traditional kind of tuck-ins, or is there anything larger on your radar?

Matt, this is Dennis. I'll say this, we never really had a lack of opportunities even in the last year or so when we really changed our focus to make sure we digested those that we had in the past and work on the base business. But there's always been a strong pipeline of M&A opportunities. We just started thinking that it’s time to start refocusing on that. So I mean there's -- we're not trying to pick up distressed or anything like that. We're just picking up the best opportunity for us if it's geography or more likely if it's a technology or a complementary fit. So I think really the core thing is it's always been there, we just kind of decided that it wasn't where we needed to focus over the last year or so to get ourselves back on. And now we think it's time to start adding new things to what we've got.

Yeah, I agree with Dennis. Matt, I’d say also in addition to that, that, we're very interested in services that are a little bit different but they are adjacent to what we've been doing, that we can apply to the same customer base. We've got this terrific customer base and if we can be even more relevant to them, help them solve even more problems with the different ways of doing things, different technologies, different service lines et cetera. That's an appealing idea. But we're mindful that we can't get too far out of our swim lane too. So there's a lot of considerations going into this but. But those are some of those.

And then just thinking about the overall top-line outlook, I think it makes sense to assume that current market conditions are kind of what we are going to be living with for a while. But I guess, how should we think about what's going to ultimately drive a positive inflection there? Does it pretty much come down to oil prices, or are there other factors that we should be considering?

Well, from a market perspective, oil prices would certainly psychologically help a lot of people feel better about spending more. So I think that might be the single biggest market inflection point that, that may come or not come. I think from a company performance perspective, we've almost already had the big inflection point this fiscal year because we have emphasized this direction of not chasing revenues but really growing the bottom line faster in the top line. We've been emphasizing that for year and a half and for the last three quarters now we've really seen us starting to print results that reflect that emphasis. So I think that that inflection point is coming, that's been a big one for us. In the future we're still very interested in growing but in growing -- in order to grow the bottom line at a very fast rate and cash flows and so forth and expand our usefulness and utility to the market. And those are the growth objectives there and I think that, as Dennis was saying earlier, we feel in this environment that we can do those things. And we will do those things. We don't need the market inflection point in order to achieve that. We believe that with our direction, our assets and our market position and our great team, that we can -- we can achieve those things even absent a margin inflection.

Matt, this is Dennis. Obviously oil price will drive capital spend. It will take a while after oil price were to change, capital spend will follow behind it. But we live a lot more in the maintenance and regulatory day to day portion of it. So we think we can find our niche inside here very well as well.

And then I just wanted to ask about products and systems. The revenues there have been relatively flat for the past few years. Could you talk about any opportunities or initiatives that you have to bring growth back to that segment, or is that largely dependent on the market?

I think that there's a market factor and there's an us factor in that. You know, the market factor is not necessarily -- in an environment where people are trying to spend less, the market is not necessarily helping. But I think also we're focused on really sort of re-examining ways that we can provide value. We've got a little bit of a new focus and we're very interested in building a recurring revenue base based on solutions that will continue to provide value to customers over time. We're focusing on a couple of new product launches. And we think that we've got some nice things brewing in products. So we're optimistic about the future.

We're trying to control our future, we can do a little bit but certainly as spend goes up for that group, so would their revenue. End of Q&A

And I am showing no further questions at this time. I would like to turn the call back over to Dr. Vahaviolos for closing remarks.

I would like to thank everyone for listening and wish you a great day.

Ladies and gentlemen thank you for your participation in today’s call. This does conclude the program. You may all disconnect. Everyone have a great day.