SEC Comment Letter for Mistras Group, Inc. (MG) (CIK 0001436126) (MG) — Feb 5, 2016
Mistras Group, Inc. (MG) (CIK 0001436126)
Date: Feb. 5, 2016 · CIK: 0001436126 · Accession: 0000000000-16-063955
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4631 February 5, 2016 Via E -mail Mr. Jonathan H. Wolk, Executive Vice President and CFO Mistras Group, Inc. 195 Clarksville Rd. Princeton Junction , NJ 08550
Re: Mistras Group, Inc. Form 10-K for the year ended May 31, 2015 Filed August 12, 2015 Form 10 -Q for the six months ended November 30, 2015 Filed January 8, 2016 File No. 1 -34481
Dear Mr. Wolk :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for the year ended May 31, 2015
Item 1. Business, page 3
1. We note disclosures in your third and fourth quarter FY 2015 quarterly calls that you have substantial backlog. In future filings, when material to your business and operations, please provide the disclosure required by Item 101(c)(1)(viii) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed September 9, 2015
Equity Plan, page 20
2. In future filings, please address how you determined the amount of restricted st ock units awarded to your named executive officers. See Item 402(b) of Regulation S -K.
Mr. Jonathan H. Wolk Mistras Group, Inc. February 5, 2016 Page 2
Notes to the Consolidated Financial Statements
1. Description of Business and Basis of Presentation, page 56
Principles of Consolidation, page 56
3. We read that ‘the accompanying unaudited condensed consolidation financial statements…’ Please revise future filings, if appropriate, to clearly indicate that your Form 10 -K includes the annual audited financial statements of Mistras Group, Inc.
18. Com mitments and Contingencies, page 72
Litigation and Government Investigations, page 72
4. We note the allegations regardin g your radiography work on the construction of pipeline projects i n the U.S. and that the project owner is claiming damages as a result of the alleged quality defects of your x -ray images. Please tell us and revise future periodic disclosures to quantify the amount of the damages being sought.
Form 10 -Q for the six months ended November 30, 2015
Notes to the Unaudited Condensed Consoli dated Financial Statement
Immaterial Correction, page 5
5. We read that subsequent to the issuance of your interim consolidated financial statement as of and for the three and six months ended November 30, 2014 you identified errors in your cash flow statem ent classification. Please tell us when you identified the issues and specifically explain the circumstances which led to the error.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applica ble Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of t he disclosures they have mad e.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
Mr. Jonathan H. Wolk Mistras Group, Inc. February 5, 2016 Page 3
the company may not assert staff comments as a defense in any proceedin g initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Mindy Hooker at (202) 551 -3732 or Jeff Gordon at (202) 551 -3866 if you have questions regarding comments on the financial statements and re lated matters. Please contact Chris Ronne at (202) 551 -6156 or me at (202) 551 -3768 with any other questions.
Sincerely,
/s/ John Cash
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Mail Stop 4631 February 5, 2016 Via E -mail Mr. Jonathan H. Wolk, Executive Vice President and CFO Mistras Group, Inc. 195 Clarksville Rd. Princeton Junction , NJ 08550 Re: Mistras Group, Inc. Form 10-K for the year ended May 31, 2015 Filed August 12, 2015 Form 10 -Q for the six months ended November 30, 2015 Filed January 8, 2016 File No. 1 -34481 Dear Mr. Wolk : We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10 -K for the year ended May 31, 2015 Item 1. Business, page 3 1. We note disclosures in your third and fourth quarter FY 2015 quarterly calls that you have substantial backlog. In future filings, when material to your business and operations, please provide the disclosure required by Item 101(c)(1)(viii) of Regulation S-K. Definitive Proxy Statement on Schedule 14A filed September 9, 2015 Equity Plan, page 20 2. In future filings, please address how you determined the amount of restricted st ock units awarded to your named executive officers. See Item 402(b) of Regulation S -K. Mr. Jonathan H. Wolk Mistras Group, Inc. February 5, 2016 Page 2 Notes to the Consolidated Financial Statements 1. Description of Business and Basis of Presentation, page 56 Principles of Consolidation, page 56 3. We read that ‘the accompanying unaudited condensed consolidation financial statements…’ Please revise future filings, if appropriate, to clearly indicate that your Form 10 -K includes the annual audited financial statements of Mistras Group, Inc. 18. Com mitments and Contingencies, page 72 Litigation and Government Investigations, page 72 4. We note the allegations regardin g your radiography work on the construction of pipeline projects i n the U.S. and that the project owner is claiming damages as a result of the alleged quality defects of your x -ray images. Please tell us and revise future periodic disclosures to quantify the amount of the damages being sought. Form 10 -Q for the six months ended November 30, 2015 Notes to the Unaudited Condensed Consoli dated Financial Statement Immaterial Correction, page 5 5. We read that subsequent to the issuance of your interim consolidated financial statement as of and for the three and six months ended November 30, 2014 you identified errors in your cash flow statem ent classification. Please tell us when you identified the issues and specifically explain the circumstances which led to the error. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applica ble Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of t he disclosures they have mad e. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and Mr. Jonathan H. Wolk Mistras Group, Inc. February 5, 2016 Page 3 the company may not assert staff comments as a defense in any proceedin g initiated by the Commission or any person under the federal securities laws of the United States. You may contact Mindy Hooker at (202) 551 -3732 or Jeff Gordon at (202) 551 -3866 if you have questions regarding comments on the financial statements and re lated matters. Please contact Chris Ronne at (202) 551 -6156 or me at (202) 551 -3768 with any other questions. Sincerely, /s/ John Cash John Cash Branch Chief Office of Manufacturing and Construction