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): February 26, 2010
| Mistras Group, Inc. | ||||
| (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 Princeton
Junction, New Jersey |
08550
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(Address
of principal executive offices)
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(Zip Code) | |||
Registrant’s
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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
7.01. Regulation FD Disclosure.
Mistras
Group, Inc. (the “Company”) inadvertently distributed non-public, unaudited,
preliminary financial information that represented a preliminary discussion
draft related to the results of its operations for the month and eight months
ended January 31, 2010 and 2009. This information, which was intended for
management’s internal use only, was inadvertently distributed on February 26,
2010, after the close of the market.
This
Current Report on Form 8-K is being furnished solely to satisfy the requirements
of Regulation FD in light of the inadvertent disclosure. The information under
this Item 7.01 in this Current Report on Form 8-K will not be incorporated by
reference into any registration statement or other document filed by the Company
under the Securities Act of 1933, unless specifically identified therein as
being incorporated by reference.
The
furnishing of information under this Item 7.01 in this Current Report on Form
8-K is not intended to, and does not, constitute a determination or admission by
the Company that the information is material or complete, or that investors
should consider this information before making an investment decision with
respect to any security of the Company
The
Company does not intend on disclosing similar preliminary information in the
future, nor undertakes any obligation to publicly update the below information
except as required by law. The preliminary draft information provided below is a
summary taken directly from the inadvertently disclosed information, and does
not include all of the information and footnotes required by GAAP for complete
financial statement presentation. In addition, certain key accounts,
reconciliations and analytics are performed on a quarterly basis and adjustments
may be subsequently required. Due to the preliminary and unadjusted nature of
this draft financial information, it should not be relied upon by any person as
necessarily accurate.
Also
included in the inadvertently disclosed materials was an annual forecast
template, or preliminary model, based on certain assumptions, including numerous
assumed levels of revenues, margins and costs, including high risks scenarios.
This information was not reviewed or vetted by the Company’s management. These
preliminary assumptions indicate that the Company is likely to meet its revenue
guidance issued earlier this fiscal year, but indicate scenarios in which the
Company may not achieve its annual guidance as to adjusted EBITDA. The model and
these risk scenarios are intended as a tool for management to identify and
monitor certain areas of possible concern and develop action plans designed to
improve performance. Utilization of other assumptions would produce different
results, including the Company achieving its guidance target or potentially
other results which are significantly different from those shown. The definition
of adjusted EBITDA is set forth below.
At this
time, the Company is not changing its reported guidance, especially since the
Company’s fourth quarter is historically its most profitable quarter. The
Company expects to report its results for the third fiscal quarter, which ended
February 28, 2010, in early April.
This
Current Report on Form 8-K contains “forward-looking statements” within the
meaning of the safe harbor provisions of the federal securities laws. Important
factors that could cause results to differ from these forward looking statements
include, but are not limited to, those discussed in the “Risk Factors” section
of the Company’s prospectus dated October 7, 2009 in connection with the
Company’s initial public offering filed with the Securities and Exchange
Commission on October 9, 2009, and this Current Report on Form 8-K should be
read in conjunction with those Risk Factors.
Summary
of Preliminary, Unaudited Draft of
Inadvertently
Disclosed Information
Subject
to Adjustment
Amounts
in Thousands
|
Eight
Months Ended January 31,
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2010
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2009
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Revenue
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$ | 170,491 | $ | 137,901 | ||||
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Gross
Profit
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51,296 | 47,055 | ||||||
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Operating
Income
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10,558 | 11,173 | ||||||
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Net
Income (loss) attributed to Mistras Group, Inc.
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4,132 | 4,309 | ||||||
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Adjusted
EBITDA
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22,667 | 21,347 | ||||||
Disclosure of Non-GAAP
Financial Measures
In this
report, the Company uses the terms “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. The Company’s
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.
More
information about the Company’s use of adjusted EBITDA, including its
limitations, are set forth in the Company’s filings with the SEC, including the
Current Report on Form 8-K filed with the SEC on January 8, 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.
| MISTRAS GROUP, INC. | |||
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Date:
March 1, 2010
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By: | /s/ Michael C. Keefe | |
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Name:
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Michael
C. Keefe
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Title:
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Executive
Vice President, General Counsel and
Secretary
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