SEC Comment Letter for Mistras Group, Inc. (MG) (CIK 0001436126) (MG) — Jan 20, 2017
Mistras Group, Inc. (MG) (CIK 0001436126)
Date: Jan. 20, 2017 · CIK: 0001436126 · Accession: 0000000000-17-002175
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4631 January 23, 2017 Via E-mail Mr. Jonathan H. Wolk Chief Financial Officer Mistras Group, Inc. 195 Clarksville Road Princeton Junction, NJ 08550
Re: Mistras Group, Inc. Form 10 -K for Fiscal Year Ended May 31, 2016 Filed August 15, 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 circums tances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Managements’ Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Res ources, Page 39
1. You appear to have characterized free cash flow as an operating performance measure on page 31. However, your definition of free cash flow as cash provided by operating activities less capital expenditures indicates free cash flow is a li quidity measure. Please revise or advise. In addition, please provide a reconciliation for the free cash flow measure to the most comparable GAAP measure in accordance with Item 10(e)( 1)(i)(b) of Regulation S -K.
Mr. Jonathan H. Wolk Mistras Group, Inc. January 23, 2017 Page 2
Item 8 - Financial Statements and Supplementary Data
Consolidated Statements of Income, page 48
2. Please tell us what consideration you gave to separately presenting revenue from the sale of products and systems and revenue derived from providing services on the face of your statements of operations. Refer to Rule 5 -03(b) of Regulation S -X.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact SiSi Cheng , Staff Accountant, at (202) 551 -5004 or Jeff Gordon at (202) 551 -3866 if you have any questions.
Sincerely,
/s/ John Cash
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Mail Stop 4631 January 23, 2017 Via E-mail Mr. Jonathan H. Wolk Chief Financial Officer Mistras Group, Inc. 195 Clarksville Road Princeton Junction, NJ 08550 Re: Mistras Group, Inc. Form 10 -K for Fiscal Year Ended May 31, 2016 Filed August 15, 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 circums tances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Managements’ Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Res ources, Page 39 1. You appear to have characterized free cash flow as an operating performance measure on page 31. However, your definition of free cash flow as cash provided by operating activities less capital expenditures indicates free cash flow is a li quidity measure. Please revise or advise. In addition, please provide a reconciliation for the free cash flow measure to the most comparable GAAP measure in accordance with Item 10(e)( 1)(i)(b) of Regulation S -K. Mr. Jonathan H. Wolk Mistras Group, Inc. January 23, 2017 Page 2 Item 8 - Financial Statements and Supplementary Data Consolidated Statements of Income, page 48 2. Please tell us what consideration you gave to separately presenting revenue from the sale of products and systems and revenue derived from providing services on the face of your statements of operations. Refer to Rule 5 -03(b) of Regulation S -X. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact SiSi Cheng , Staff Accountant, at (202) 551 -5004 or Jeff Gordon at (202) 551 -3866 if you have any questions. Sincerely, /s/ John Cash John Cash Accounting Branch Chief Office of Manufacturing and Construction