Current Report Filing (8-k)
07 Agosto 2013 - 6:01PM
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): August 7, 2013
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 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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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Princeton Junction, New Jersey |
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08550 |
(Address of principal executive offices) |
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(Zip Code) |
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)) |
Item 2.02. |
Results of Operations and Financial Condition |
On August 7, 2013, Mistras Group, Inc. (the Company, we or us) issued a press release announcing its financial results for fiscal year 2013, which ended
May 31, 2013, and the fourth quarter of fiscal year 2013. 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 terms Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings Per Share, which are not measurements of
financial performance under U.S. generally accepted accounting principles (GAAP). The press release includes tables reconciling these non-GAAP measurements to the most comparable GAAP measurements.
Adjusted EBITDA
Adjusted
EBITDA is defined as net income plus: interest expense, provision for income taxes, depreciation and amortization, share-based compensation expense, certain acquisition-related costs (including transaction due diligence costs and adjustments
to the fair value of contingent consideration) and certain non-recurring items (which items are listed in the reconciliation table in the press release).
Our management uses Adjusted EBITDA as a measure of operating performance to assist in comparing performance from period to period on a consistent basis, as a measure for planning and forecasting overall
expectations and for evaluating actual results against such expectations. Adjusted EBITDA is also a performance evaluation metric used to determine incentive compensation for executives and employees.
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 of 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 and amortization, each of which can vary substantially from company to company depending upon accounting methods, the book value
and age of assets, capital structure, capital investment cycles and the method by which assets were acquired. It also eliminates share-based compensation, which is 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 commonly 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 income 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 be considered in isolation or as a substitute for analyzing our results as reported in accordance with GAAP.
Adjusted Net Income and Adjusted Diluted Earnings Per Share
We use the non-GAAP
measurements of Adjusted Net Income and Adjusted Diluted Earnings Per Share, which refer to GAAP net income attributable to Mistras Group, Inc. and GAAP diluted earnings per common share, respectively, excluding the items identified in the
reconciliation schedule included in the press release. These non-GAAP measurements should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measurements.
Management believes that these measurements provide useful information to investors by reflecting additional ways of viewing aspects of the
Companys operations that, when reconciled to the corresponding GAAP measurements, help our investors to better understand the long-term profitability trends of our business, and facilitate easier comparisons of our profitability to prior and
future periods and to our peers. The items that have been excluded from the GAAP measurements have been removed because items of this nature and/or size occur with inconsistent frequency, occur for reasons that may be unrelated to our commercial
performance during the period, are of a non-cash nature and/or we believe are not indicative of our ongoing operating costs or profits in a given period, which we believe may obscure underlying business trends and make comparisons of long-term
performance difficult.
The Company estimates the tax effect of the items identified in the reconciliation schedule by applying the
Companys estimated effective tax rate for each respective period to the pre-tax amount, where applicable.
These measurements have
limitations because the adjustments to the GAAP measurements are subject to managements discretion, there are no standards for determine which adjustments should be made, and may not be comparable with similar measurements for other companies.
Adjusted Net Income and Adjusted Diluted Earnings Per Share are not used to determine incentive compensation for executives or employees.
Item 9.01. |
Financial Statement and Exhibits |
(d)
Exhibits
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99.1 |
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Press release issued by Mistras Group, Inc. dated August 7, 2013. |
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: August 7, 2013 |
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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 and Secretary |
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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 August 7, 2013 |
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