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): November 12, 2007
Tri-S Security Corporation
(Exact name of registrant as specified in its charter)
| Georgia | 0-51148 | 30-0016962 | ||
| (State of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Royal Centre One, 11675 Great Oaks Way, Suite 120
Alpharetta, Georgia 30022
(Address of principal executive office, including zip code)
(678) 808-1540
(Telephone number, including area code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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. |
The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The information in this Current Report shall not be incorporated by reference into any registration statement or document pursuant to the Securities Act of 1933, as amended.
On November 12, 2007, Tri-S Security Corporation (“Tri-S Security”) issued a press release announcing its third quarter 2007 results. A copy of that press release is furnished as Exhibit 99.1 to this Current Report.
Exhibit 99.1 to this Current Report contains Tri-S Security’s calculations regarding EBITDA, as adjusted (calculated as earnings before interest, taxes, depreciation, amortization, net income with respect to Tri-S Security’s equity interest in Army Fleet Support, LLC, non-cash stock-based compensation and certain other incomes/expenses), which is a “non-GAAP financial measure” as defined in Item 10 of Regulation S-K. Exhibit 99.1 also contains a quantitative reconciliation of EBITDA, as adjusted, to net loss, the measure which Tri-S Security believes is the most directly comparable financial measure calculated in accordance with generally accepted accounting principles in the United States.
Tri-S Security’s management believes that EBITDA, as adjusted, is useful to the investment community because it reflects a convention or standard measure of liquidity, profitability and performance commonly used in the security services industry for comparability purposes. In addition, the management of Tri-S Security uses EBITDA, as adjusted, as a measurement of the operating performance of the business.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired: None |
| (b) | Pro Forma Financial Information: None |
| (c) | Shell Company Transactions: None |
| (d) | Exhibits: |
| 99.1 | Press release dated November 12, 2007 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| TRI-S SECURITY CORPORATION | ||
| By: | /s/ John R. Oliver | |
| John R. Oliver | ||
| Chief Financial Officer | ||
| Date: November 13, 2007 | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release dated November 12, 2007. |