- Current report filing (8-K)
January 08 2010 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 7, 2010
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Mistras
Group, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001- 34481
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22-3341267
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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195 Clarksville Road
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08550
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Princeton Junction, New Jersey
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(Zip
Code)
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(Address
of principal executive offices)
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Registrants telephone number, including area code:
(609) 716-4000
Not Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General Instruction A.2 below):
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d 2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition
On
January 7, 2010, Mistras Group, Inc. (the Company, we or us) issued a
press release announcing the financial results for the quarter ended November
30, 2009, the second quarter of its fiscal year 2010. A copy of the press
release is attached as Exhibit 99.1 to this report.
Disclosure of Non-GAAP Financial Measures
In the press release attached, the Company uses the term adjusted
EBITDA, which is not a measurement of financial performance under U.S.
generally accepted accounting principles (GAAP). Adjusted EBITDA is defined
as net income plus: interest expense, provision for income taxes, depreciation
and amortization, stock-based compensation expense, the amount of a write-off
for the remaining accounts receivable the company expected to collect from a
customer that recently declared bankruptcy, loss on extinguishment of debt, and
amounts for settlement of a class action law suit, minus a reduction in the
amount the Company was required to pay in final settlement of the class action
law suit. Our management uses adjusted EBITDA as a measure of operating
performance to assist in comparing performance from period to period on a
consistent basis, for planning and forecasting overall expectations, and for
evaluating actual results against such expectations, and as a performance
evaluation metric off which to base executive and employee incentive
compensation programs.
We believe investors and other users of our financial statements
benefit from the presentation of adjusted EBITDA in evaluating our operating
performance because it provides an additional tool to compare our operating
performance on a consistent basis and measure underlying trends and results in
our business. Adjusted EBITDA removes the impact of certain items that
management believes do not directly reflect our core operations. For instance,
adjusted EBITDA generally excludes interest expense, taxes and depreciation,
amortization and non-cash stock compensation, each of which can vary
substantially from company to company depending upon accounting methods and the
book value and age of assets, capital structure, capital investment cycles and
the method by which assets were acquired. It also eliminates stock-based
compensation, which is generally a non-cash expense and is excluded by
management when evaluating the underlying performance of our business
operations.
While adjusted EBITDA is a term and financial measurement common used
by investors and securities analysts, it has limitations. As a non-GAAP
measurement, adjusted EBITDA has no standard meaning and, therefore, may not be
comparable with similar measurements for other companies. Adjusted EBITDA is
generally limited as an analytical tool because it excludes charges and
expenses we do incur as part of our operations. For example, adjusted EBITDA
excludes taxes, but we generally incur significant U.S. federal, state and
foreign income taxes each year and the provision for income taxes is a
necessary cost. Adjusted EBITDA should not considered in isolation or as a
substitute for analyzing our results as reported under U.S. generally accepted
accounting principles.
Item 9.01. Financial Statement and Exhibits
(d) Exhibits
99.1 Press
release issued by Mistras Group, Inc. dated January 7, 2010.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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MISTRAS GROUP, INC.
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Date: January 7, 2010
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By:
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/s/ Michael C. Keefe
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Name: Michael C. Keefe
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Title: Executive Vice
President, General Counsel
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Exhibit
No.
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Description
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99.1
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Press release issued by
Mistras Group, Inc. dated January 7, 2010.
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