What changed in this filing

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Item 1. Business

2023-03-15 compared with 2022-03-14 · 151 added, 157 removed, 426 unchanged (42% of the section changed)

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements regarding Mistras Group, Inc.

("Mistras,""MISTRAS," "the Company," "us," "we" and similar expressions) and our business, financial condition, results of operations and prospects within the meaning of Section 27A of the Securities Act of 1933 (Securities Act), and Section 21E of the Securities Exchange Act of 1934 (Exchange Act).

This Annual Report on Form 10-K (this "Annual Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding Mistras Group, Inc.

("Mistras," "MISTRAS," "the Company," "us," "we," "our" and similar expressions) and our business, financial condition, results of operations and prospects.

Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact.

These forward-looking statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements.

In some cases, you can identify forward-looking statements by terminology, such as “goals,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “could,” “should,” “would,” “predicts,” “appears,” “projects,” or the negative of such terms or other similar expressions.

Factors that could cause or contribute to differences in results and outcomes from those in our forward-looking statements include, without limitation, those discussed elsewhere in this Annual Report in Part I, Item 1A.

“Risk Factors,” Part 2, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in this Item 1, as well as those discussed in our other Securities and Exchange Commission (SEC) filings.

We undertake no obligation to (and expressly disclaim any obligation to) revise or update any forward-looking statements made herein whether as a result of new information, future events or otherwise.

However, you should consult any further disclosures we may make on these or related topics in our reports on Form 8-K or Form 10-Q filed with the SEC.

“Risk Factors,” Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in this Item 1.

However, you should consult any further disclosures we may make on these or related topics in our reports on Form 8-K or Form 10-Q filed with the Securities and Exchange Commission ("SEC").

The following discussions should be read in conjunction with the sections of this Annual Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.”

Asset Protection Industry Overview

MISTRAS Group, Inc.

is a leading "one source" multinational provider of integrated technology-enabled asset protection solutions, helping to maximize the safety and operational uptime for civilization’s most critical industrial and civil assets.

Backed by an innovative, data-driven asset protection portfolio, proprietary technologies, and a decades-long legacy of industry leadership, MISTRAS leads clients in the oil and gas, petrochemical, aerospace and defense, renewable and non-renewable energy, civil infrastructure, and manufacturing industries towards achieving and maintaining operational excellence.

We are a leading "one source" multinational provider of integrated technology-enabled asset protection solutions, helping to maximize the safety and operational uptime for civilization’s most critical industrial and civil assets.

Backed by an innovative, data-driven asset protection portfolio, proprietary technologies, and a decades-long legacy of industry leadership, we help clients with asset-intensive infrastructure in the oil and gas, petrochemical, aerospace and defense, renewable and non-renewable energy, civil infrastructure, and manufacturing industries towards achieving and maintaining operational excellence.

By supporting these organizations that help fuel our vehicles and power our society;

inspecting components that are trusted for commercial, defense, and space craft;

and building real-time monitoring equipment to enable safe travel across bridges, MISTRAS helps the world move, innovate and create a safe and sustainable future for generations to come.

The company’s core capabilities include Non-Destructive Testing (“NDT”) field inspections enhanced by advanced robotics, laboratory quality control and assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services.

MISTRAS enhances value for its clients by integrating asset protection throughout supply chains and centralizing integrity data through a suite of Industrial Internet of Things ("IIoT") -connected digital software and monitoring solutions.

and building real-time monitoring equipment to enable safe travel across bridges, we help the world move, innovate and create a safe and sustainable future for generations to come.

Our core capabilities include Non-Destructive Testing (“NDT”) field inspections enhanced by advanced robotics, laboratory quality control and assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services.

We enhance value for our clients by integrating asset protection throughout supply chains and centralizing integrity data through a suite of Industrial Internet of Things ("IIoT") -connected digital software and monitoring solutions.

We offer our customers “One Source for Asset Protection Solutions ® ” and are a leading global provider of technology-enabled asset protection solutions used to evaluate the safety, structural integrity and reliability of critical energy, industrial and public infrastructure.

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• Field Inspections

• Data Management and Services

• Laboratory Testing

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• Engineering Consulting

• Data Management and Services

Our OneSource model emphasizes the integration of these solutions and the asset integrity data associated with them to service our customers throughout their assets’ lifetimes and are delivered to our customers in three primary ways:

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field operations revenue derived from work performed in the field at customer locations;

and shop work revenue derived from operations designing, building, and customizing products in our laboratories for our customers.

and shop work revenue derived from inspecting and testing materials in our laboratories for our customers.

We have established long-term relationships as a critical solutions provider to many of the leading companies with asset-intensive infrastructure in our target markets.

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• Oil and Gas (Downstream, Midstream and Upstream)

• Aerospace & Defense

• Power Generation & Transmission

• Public Infrastructure, Research and Engineering

• Process Industries

• Aerospace and Defense

• Power Generation and Transmission

• Infrastructure, Research and Engineering

• Other Process Industries

• Petrochemical

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We generated revenues of $687.4 million, $677.1 million and $592.6 million for the years ended December 31, 2022, 2021 and 2020, respectively.

We generated net income of $3.9 million, a net loss of $(99.5) million and net income of $6.1 million for the years ended December 31, 2021, 2020, and 2019, respectively.

We generated net income of $6.6 million, a net income of $3.9 million and net loss of $99.5 million for the years ended December 31, 2022, 2021, and 2020, respectively.

For the years ended December 31, 2022, 2021 and 2020, we generated approximately 83%, 82% and 80%, respectively, of our revenues from our Services segment.

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OUR SPECIALIZED SOLUTIONS

As a OneSource provider of asset protection solutions, Mistras combines our industry-leading services, products, data management solutions and technologies to provide a unique, custom-tailored solution for each customer’s individual asset protection needs, ranging from routine inspections to complex, plant-wide asset integrity management.

As a OneSource provider of asset protection solutions, we combine our industry-leading services, products, data management solutions and technologies to provide a unique, custom-tailored solution for each customer’s individual asset protection needs, ranging from routine inspections to complex, plant-wide asset integrity management.

Field Inspections

Our field inspections portfolio includes traditional and advanced Non-Destructive Testing (NDT) techniques, along with predictive maintenance (PdM) assessments of fixed and rotating assets and inline inspection (ILI) for pipelines.

Our field inspections portfolio includes traditional and advanced NDT techniques, along with predictive maintenance assessments of fixed and rotating assets and inline inspection for pipelines.

We offer these solutions on an individual basis, or as parts of enterprise inspection and testing programs.

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The ability to inspect infrastructure assets and not interfere with their operating performance makes NDT a highly-attractive alternative to many traditional techniques, which may require shutting down an asset or entire facility.

Typical issues for which Mistras technicians inspect include corrosion, cracking, leaking, faults and flaws in piping, storage tanks and pressure vessels, as well as a wide range of other industrial assets and public infrastructure.

Typical issues for which our technicians inspect include corrosion, cracking, leaking, faults and flaws in piping, storage tanks and pressure vessels, as well as a wide range of other industrial assets and public infrastructure.

Our automated data acquisition solutions utilize smart sensing and monitoring, robotic inspection systems, and digitized spot inspections to provide asset integrity data with greater insight into current and future asset conditions.

Field inspection services lend themselves to integration with our other offerings, and as such have often served as the initial entry point to more advanced customer engagements that require additional solutions.

After an initial field inspection is performed, MISTRAS is able to provide multiple supplemental solutions that further serve to solidify our relationships with our customers and drive additional revenue.

Data Management and Services

The asset protection solutions that MISTRAS provides throughout our customers’ asset lifecycles generate asset integrity data that needs to be effectively archived, managed, and analyzed.

A common difficulty that MISTRAS' customers face is the ability to easily access and analyze data from multiple data collection and input contractors.

After an initial field inspection is performed, we are able to provide multiple supplemental solutions that further serve to solidify our relationships with our customers and drive additional revenue.

Data Solutions

The asset protection solutions that we provide throughout our customers’ asset lifecycles generate asset integrity data that needs to be effectively archived, managed, and analyzed.

A common difficulty that our customers face is the ability to easily access and analyze data from multiple data collection and input contractors.

We recognize that this data is most valuable to our customers when it is accessible and integrated (regardless of vendor, tool, or facility), and have taken significant steps to digitalizing asset protection processes through the release of the first-ever asset protection software ecosystem MISTRAS OneSuite.

The OneSuite software platform offers functions of MISTRAS' popular software and services brands as integrated apps on a cloud environment.

OneSuite serves as a single access portal for customers' data activities and provides access to 50 plus applications being offered on one centralized platform.

The OneSuite software platform offers functions of our popular software and services brands as integrated apps on a cloud environment.

OneSuite serves as a single access portal for customers' data activities and provides access to 90 plus integrated applications being offered on one centralized platform.

Plant Condition Management Software (PCMS®).

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• Comprehensive inspection tracking, scheduling and analysis

• Corrosion analysis & trending

• Corrosion analysis and trending

• Integrated risk-based inspection ("RBI") calculators

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We estimate it is currently used by approximately 50% of the U.S.

refining capacity, as well as by leading midstream pipeline energy companies and major energy companies in Canada and Europe.

refiners, as well as by leading midstream pipeline energy companies and major energy companies in Canada and Europe.

This provides us with recurring maintenance and support fees and marketing opportunities for additional software and solutions.

Pipeline Data.

Following our acquisitions of companies that support the midstream sector of the oil and gas industry, we believe MISTRAS provides among the most comprehensive, data-driven pipeline protection solutions available to the industry.

Following our acquisitions of companies such as Onstream and New Century Software, that support the midstream sector of the oil and gas industry, we believe we provide among the most comprehensive, data-driven pipeline protection solutions available to the industry.

These proprietary pipeline data analysis solutions enable deep integration of inline inspection ("ILI") big data with real-time risk analytics and business intelligence ("BI") to provide capabilities for supporting pipeline integrity, which we believe provides us with an important competitive advantage.

MISTRAS Digital ® .

MISTRAS has also invested resources in digitalizing and optimizing the collection, transfer, and visibility of field inspection data.

MISTRAS Digital is an electronic platform that digitally delivers field inspection assignments and related data, captures inspection results, and delivers electronic reporting and productivity tracking via relevant key performance indicators (KPI(s)) to multiple members of a customer organization, including those not directly associated with the inspection function.

Customers have made clear that the timely and accurate delivery of field data to their inspection data management systems ("IDMS") is an important feature for them.

We have also invested resources in digitalizing and optimizing the collection, transfer, and visibility of field inspection data.

MISTRAS Digital is an electronic platform that digitally delivers field inspection assignments and related data, captures inspection results, and delivers electronic reporting and productivity tracking via relevant key performance indicators ("KPIs") to multiple members of a customer organization, including those not directly associated with the inspection function.

Customers have made clear that the timely and accurate delivery of field data to their "IDMS" is an important feature for them.

MISTRAS Digital integrates with PCMS and other inspection data management systems to provide additional productivity improvements.

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• Tube Leaking

• Power Transformer Health & Reliability

• Power Transformer Health and Reliability

• Stator Vane Cracking

• Bridge Structural Health Monitoring (SHM)

• Bridge Structural Health Monitoring

• Wall Thickness Tracking

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• Through-Valve Leaking

We have continued to develop new technologies to provide monitoring of wind blade integrity through our Sensoria™ blade monitoring technology, which received a U.S.

patent during the fourth quarter of 2021.

We have continued to develop new technologies to provide monitoring of wind blade integrity through our Sensoria™ blade monitoring technology.

Sensoria helps provide real-time monitoring and damage detection of wind turbine blades and allows our customers to maximize uptime, performance and safety of wind turbine blades.

This tool provides additional growth and expansion of our capabilities to serve both new and existing wind turbines and greatly enhances our product offerings within the renewable energy industry.

With expertise in monitoring hardware and services, MISTRAS designs and installs monitoring systems, and provides commissioning, training, reporting, technical support, and annual maintenance services.

With expertise in monitoring hardware and services, we design and install monitoring systems, and provide commissioning, training, reporting, technical support and annual maintenance services.

We offer a variety of secure, web-based solutions that monitor structural integrity and analyze conditions against our library of historical inspection data, allowing users to stay aware of potential concerns and prioritize future inspections and maintenance.

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Our network of in-house laboratories located across North America and Europe offers quality assurance and quality control ("QA/QC") solutions for new and existing metal and alloy components, materials, and composites.

Our in-house labs work with our customers to test and measure utilized components throughout their lifetimes, from preparation and production to post-processing and in-service component monitoring.

MISTRAS’ laboratory QA/QC solutions help to meet customer needs throughout their manufacturing cycles, with a focus on optimizing production logistics.

Our in-house lab solutions include:

Our in-house laboratories work with our customers to test and measure utilized components throughout their lifetimes, from preparation and production to post-processing and in-service component monitoring.

Our laboratory QA/QC solutions help to meet customer needs throughout their manufacturing cycles, with a focus on optimizing production logistics.

Our in-house laboratory solutions include:

• Non-destructive evaluation/inspection ("NDE"/"NDI")

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• Mechanical services

• Machining services

• Pre-machining

• Casting repair solutions

• Finishing services

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We also inspect existing components to ensure they remain fit-for-purpose.

Our labs hold a wide variety of certifications, such as:

Nadcap (formerly NADCAP, the National Aerospace and Defense Contractors Accreditation Program), AS9100/ISO-9001, Federal Aviation Administration (FAA) Repair Station, and the International Traffic in Arms Regulations/Export Administration Regulations (ITAR/EAR) , that allow us to perform inspections which meet or exceed stringent regulatory and manufacturers' requirements.

Our laboratories hold a wide variety of certifications, such as:

Nadcap (formerly NADCAP, the National Aerospace and Defense Contractors Accreditation Program), AS9100/ISO-9001, Federal Aviation Administration Repair Station, and the International Traffic in Arms Regulations/Export Administration Regulations, that allow us to perform inspections which meet or exceed stringent regulatory and manufacturers' requirements.

With these certifications come a comprehensive range of approvals from prime contractors of major projects, militaries and internationally-renowned original equipment manufacturers ("OEMs") from many of our key markets, including the oil and gas, aerospace and defense, power generation and industrial markets.

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Our engineering consultations include plant operations and management support, turnaround/shutdown planning, profit improvement, facilities planning studies, engineering design, process safety reviews, energy optimization evaluations, benchmarking/key performance indicator development and technical training.

Our Asset Integrity Management ("AIMS") and Mechanical Integrity services help improve asset reliability and regulatory compliance through a systematic, engineering-based approach to ensure the ongoing integrity and safety of equipment and industrial facilities.

Our Asset Integrity Management ("AIMS") and MI services help improve asset reliability and regulatory compliance through a systematic, engineering-based approach to ensure the ongoing integrity and safety of equipment and industrial facilities.

AIMS/MI services can include conducting an inventory of infrastructure assets;

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certified divers for subsea inspection and maintenance;

and unmanned (drone) aerial, land-based and subsea systems to deliver a wide range of inspection applications, with an emphasis on minimizing at-height access and confined space entry ("CSE").

and unmanned (drone) aerial, land-based and subsea systems to deliver a wide range of inspection applications, with an emphasis on minimizing at-height access and confined space entry.

We design and manufacture portable, handheld, wireless and turnkey NDT equipment, along with corresponding data acquisition sensors and software, for spot inspections and long-term, unattended monitoring applications.

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We provide a range of acoustic emission ("AE") products and are a leader in the design and manufacture of AE sensors, instruments and turnkey systems used for monitoring and testing materials, pressure components, processes, and structures.

MISTRAS also designs and manufactures ultrasonic testing ("UT") equipment.

We also design and manufacture ultrasonic testing ("UT") equipment.

Most of our hardware products are fabricated, assembled and tested in our ISO-9001-certified facility in Princeton Junction, New Jersey.

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• Infrastructure

• PCMS Software & Services

• PCMS Software and Services

• Mechanical Services

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Asset protection plays a crucial role in assuring the integrity and reliability of critical infrastructure.

As an asset protection solutions provider, MISTRAS seeks to maximize the uptime and safety of critical infrastructure, by helping customers to detect, locate, mitigate, and prevent damages such as corrosion, cracks, leaks, manufacturing flaws and other concerns to operating and structural integrity.

In addition to these core utilities, the storage and analysis of collected inspection and mechanical integrity data is also a key aspect of asset protection.

As an asset protection solutions provider, we seek to maximize the uptime and safety of critical infrastructure, by helping customers to detect, locate, mitigate, and prevent damages such as corrosion, cracks, leaks, manufacturing flaws and other concerns to operating and structural integrity.

In addition to these core utilities, the storage and analysis of collected inspection and MI data is also a key aspect of asset protection.

NDT has historically been a prominent solution in the asset protection industry due to its capacity to detect defects without compromising the integrity of the tested materials or equipment.

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Increasing Use of Advanced Materials .

Customers in various of our target markets - particularly aerospace and defense - are increasingly utilizing advanced materials, such as composites and other unique technologies in their assets.

Customers in various target markets - particularly aerospace and defense - are increasingly utilizing advanced materials, such as composites and other unique technologies in their assets.

These materials often cannot be tested using traditional NDT techniques.

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Owners and operators of refineries, pipelines and petrochemical and chemical plants increasingly face strict government regulations and more stringent process safety enforcement standards.

This includes the continued implementation of the Occupational Safety and Health Administration’s (OSHA) National Emphasis Program (NEP).

This includes the continued implementation of the Occupational Safety and Health Administration’s National Emphasis Program.

Failure to meet these standards can result in significant financial liabilities, increased scrutiny by government and industry regulators, higher insurance premiums and tarnished corporate brand value.

As a result, these owners and operators are seeking highly-reliable asset protection suppliers with a track record of assisting organizations in meeting increasingly stringent regulations.

Our customers benefit from MISTRAS’ extensive engineering consulting base that supports them in devising mechanical integrity programs that both meet regulatory compliance standards and enable enhanced safety and uptime at the customer's facilities.

Our customers benefit from our extensive engineering consulting base that supports them in devising mechanical integrity programs that both meet regulatory compliance standards and enable enhanced safety and uptime at the customer's facilities.

Expanding Addressable End-Markets .

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Crude Oil Prices.

Volatility in the energy sector has been profound during the 2016-2021 five-year period.

Volatility in the energy sector has been profound during the 2015-2022 period.

The collapse of world oil prices in 2015 and 2016 undermined industry expansion.

While energy prices recovered in 2017 and 2018, they have once more declined, and subsequently rebounded in the second half of 2021.

Current political activities in Ukraine and its surrounding areas are likely to have increased oil prices and are expected to continue to significantly impact oil prices for the foreseeable future.

While energy prices recovered in 2017 and 2018, they once more declined, and subsequently rebounded in the second half of 2021 and the first half of 2022 with near record high prices and crack spreads.

This resulted in refineries delaying turnarounds during 2022 until oil prices decreased and stabilized in the second half of 2022.

The on-going war in Ukraine, coupled with macroeconomic uncertainty in 2023, are expected to continue to significantly impact oil prices for the foreseeable future.

Expanding Pipeline Integrity Regulations:

The United States Pipeline & Hazardous Materials Safety Administration’s (PHMSA) “Mega Rule” adopted in October 2019, expands pipeline integrity regulations on more than 500,000 miles of pipelines that carry natural gas, oil and other hazardous materials throughout the U.S.

The United States Pipeline & Hazardous Materials Safety Administration’s “Mega Rule” adopted in October 2019, expands pipeline integrity regulations on more than 500,000 miles of pipelines that carry natural gas, oil and other hazardous materials throughout the United States.

Some of these requirements will take operators decades to fulfill.

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Integrated Data Management:

MISTRAS’ expertise and proprietary research and development in data solutions throughout the asset protection cycle provides a competitive advantage.

With solutions for integrated data acquisition, storage, visualization and analytics, our integrated data solutions well-position us for the industries' increasing movement towards digitalizing and centralizing asset protection to fewer, highly-skilled and multi-disciplined vendors.

Many of our data solutions are platform-agnostic, allowing us to integrate into customer's existing operations, and thereby expanding the potential customer pool for our solutions.

Our expertise and proprietary research and development in data solutions throughout the asset protection cycle provides a competitive advantage.

With solutions for integrated data acquisition, storage, visualization and analytics, our integrated data solutions well-position us for the oil and gas increasing movement towards digitalizing and centralizing asset protection to fewer, highly-skilled and multi-disciplined vendors.

Many of our data solutions are platform-agnostic, allowing us to integrate into customers' existing operations, and thereby expanding the potential customer pool for our solutions.

Our presence in our customers’ operations throughout their asset lifecycles also ideally positions us to be their primary vendor to centralize their asset integrity data collection, management and analysis, creating mutually-beneficial opportunities to scale our relationships.

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Repository of Customer-Specific Inspection Data .

Through our world-class enterprise data management and analysis software, PCMS, we have accumulated extensive, proprietary process data that allows us to provide our customers with value-added services, such as benchmarking, risk-based inspection ("RBI") and reliability-centered maintenance ("RCM").

Proprietary Products, Software and Technology Packages .

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We have extensive asset protection experience and data, dating back several decades of operations.

We have gained this through our industry leadership in developing advanced asset protection solutions, including research and development of advanced NDT technologies and applications;

process engineering technologies;

online plant asset integrity management with sensor fusion;

We have gained this through our industry leadership in developing advanced asset protection solutions, including research and development of advanced NDT technologies and applications, process engineering technologies, online plant asset integrity management with sensor fusion;

and enterprise software solutions for plant-wide and fleet-wide inspection data archiving and management.

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The NDT industry continues to move towards more advanced, automated solutions, requiring service providers to find safer and more cost-efficient inspection techniques.

We believe that we remain ahead of the technological curve by backing our extensive industry expertise with the investment of resources in research and development (R&D).

Some of the advanced inspection technologies developed by our internal R&D teams include our Sensoria wind blade monitoring technology;

an automated radiographic testing ("aRT") crawler for corrosion under insulation ("CUI") inspections in aboveground pipelines and piping;

our Large Structure Inspection ("LSI") scanner;

and our real-time radiography ("RTR") crawler for 360° inspections of pipeline girth welds.

We believe that we remain ahead of the technological curve by backing our extensive industry expertise with the investment of resources in research and development.

Some of the advanced inspection technologies developed by our internal research and development teams include our Sensoria wind blade monitoring technology, an automated radiographic testing ("aRT") crawler for corrosion under insulation ("CUI") inspections in aboveground pipelines and piping;

our Large Structure Inspection ("LSI") scanner, and our real-time radiography ("RTR") crawler for 360° inspections of pipeline girth welds.

Collaborating with Our Customers .

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Continue to Digitalize Asset Protection Data and Processes.

MISTRAS places a data-centric focus on asset protection, enabling our customers to ease some of their biggest areas of concern (particularly the timely and accurate transfer of asset integrity data from the field to their IDMS, as well as the data’s visibility and accessibility once uploaded).

We place a data-centric focus on asset protection, enabling our customers to ease some of their biggest areas of concern (particularly the timely and accurate transfer of asset integrity data from the field to their IDMS, as well as the data’s visibility and accessibility once uploaded).

We expect that the demand for big data intelligence and remote data visibility will continue to grow, and are investing in data solutions that help our customers visualize and generate actionable insight from their asset integrity data, regardless of data input.

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We have continued providing our customers with innovative asset protection software ecosystem through our MISTRAS OneSuite platform.

The software platform offers functions of MISTRAS' popular software and services brands as integrated apps on a cloud environment.

OneSuite serves as a single access portal for customers' data activities and provides access to 50 plus applications being offered on one centralized platform.

The software platform offers functions of our popular software and services brands as integrated apps on a cloud environment.

OneSuite serves as a single access portal for customers' data activities and provides access to 90 plus integrated applications being offered on one centralized platform.

Expand Our Focus in the Aerospace and Defense Industries .

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The recent interest in the use of additive manufacturing techniques to create components also necessitates advanced inspection and testing solutions.

The Company consummated two acquisitions of aerospace inspection companies in 2017, enhancing our capabilities and focus on providing solutions to our customers in the aerospace and defense industries throughout their manufacturing value chains in this growing area.

We consummated two acquisitions of aerospace inspection companies in 2017, enhancing our capabilities and focus on providing solutions to our customers in the aerospace and defense industries throughout their manufacturing value chains in this growing area.

Expand Our Focus in the Pipeline Integrity Industry.

MISTRAS intends to continue broadening our solutions for the pipeline market.

We intend to continue broadening our solutions for the pipeline market.

Recent industry regulations significantly expanded pipeline integrity management regulations, requiring pipeline owner/operators to inspect, document, and assess the risk of operating conditions for existing lines.

This provides MISTRAS with the opportunity to provide asset protection solutions for both the new construction and integrity phases.

This provides us with the opportunity to provide asset protection solutions for both the new construction and integrity phases.

In 2019, we acquired a company that provides pipeline integrity management software and services to energy transportation companies.

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Many of our customers already require these services, but utilize multiple vendors to do so, creating an opportunity for us to provide greater value to a customer base that increasingly requires enhanced speed and efficiency.

Continue to Develop Technology-Enabled & Digital Asset Protection Solutions .

Continue to Develop Technology-Enabled and Digital Asset Protection Solutions .

We intend to maintain and enhance our technological leadership by continuing to invest in developing new technology, applications and data services.

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However, once we reduce our debt, we expect to make selective acquisitions beyond 2023.

The Company has three operating segments:

We have three operating segments:

(i) Services, (ii) International and (iii) Products and Systems:

Services provides asset protection solutions in North America, with the largest concentration in the United States, followed by Canada, consisting primarily of NDT, inspection, mechanical and engineering services that are used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure and commercial aerospace components.

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This segment includes data services revenue derived from the selling of licenses and analyzing and synthesizing customer data through our OneSuite platform, field operations revenue derived from work performed in the field at customer locations, and shop revenue derived from operations designing, building and customizing products in our laboratories for our customers.

Products and Systems designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States.

For a discussion of segment revenues, operating results and other financial information, including geographic areas in which we generated revenues, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, as well as Note 2-Revenue and Note 19-Segment Disclosure in the notes to consolidated financial statements in Item 8 of this Annual Report.

Products and Systems designs, manufactures, sells, installs and services our asset protection products and systems, including equipment and instrumentation, predominantly in the United States.

For a discussion of segment revenues, operating results and other financial information, including geographic areas in which we generated revenues, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, as well as Note 2-Revenue and Note 19-Segment Disclosure in the notes to our audited consolidated financial statements in Item 8 of this Annual Report.

Our Target Markets

MISTRAS operates in a highly competitive, but fragmented market.

We operate in a highly competitive, but fragmented market.

Domestically, the market is serviced by several national competitors and many regional and/or local companies.

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We focus our strategic sales, marketing and product development efforts on a range of infrastructure-intensive based industries and governmental authorities.

We view energy-related infrastructure and commercial aerospace as the Company's largest market opportunities.

We view energy-related infrastructure and commercial aerospace as our largest market opportunities.

We perform inspection and mechanical services for customers in both industries.

There are a number of economic factors which drive the aerospace market, including:

• The multi-year backlog for next generation commercial aircraft to be built, including several large and mid-sized aircraft built by Boeing and Airbus, among other manufacturers;

• The continuing regulatory scrutiny to ensure public safety serves to ensure the continued need for inspection and mechanical services to be performed.

In the energy market, there are various economic indicators that drive our business, especially in the U.S.

domestic markets.

It is unclear what effects the recently engaged conflict between Russia and Ukraine is likely to have on the world economy and certain of our target markets, including particularly the oil and gas market and the information below is subject to change based on these factors.

It is unclear what the short and long term effects of the war between Russia and Ukraine is likely to have on the world economy and certain of our target markets, including particularly the oil and gas market.

Excerpted below are forecasts from various Energy Information Administration (EIA) outlook reports, which are subject to change based on these factors:

The electricity generation mix is projected to continue to experience a rapid rate of change, with renewables the projected fastest-growing source of electricity generation through 2050 because of continuing declines in the capital costs for solar and wind that are supported by federal tax credits and higher state-level renewables targets.

With slow load growth and increasing electricity production from renewables, U.S.

coal-fired electricity generation is projected to decline, with most of the decline occurring by the mid-2020s.

Electricity generation from coal is projected to fall throughout the mid 2020's and the decrease will be partially offset by an increase in the forecast of combined utility-scale solar and wind generation.

The EIA noted U.S.

crude oil production averaged 11.2 million barrels per day (bpd) in 2021, down 0.1 million bpd from 2020.

The EIA forecasts production to rise to average 12.0 million bpd in 2022 and continue to rise to 12.6 million bpd in 2023.

There are a number of economic factors which drive the aerospace market, including:

• The multi-year backlog for next generation commercial aircraft to be built, including several large and mid-sized aircraft built by Boeing and Airbus, among other manufacturers;

• The continuing regulatory scrutiny to ensure public safety serves to ensure the continued need for inspection and mechanical services to be performed.

crude oil production averaged 11.2 million barrels per day (bpd) in 2021 and rose to an average 11.9 million bpd in 2022.

The EIA forecasts production to continue to increase to an average 12.4 million bpd in 2023 and further increase to 12.8 million bpd in 2024.

Revenue by Target Market

The following charts represent our revenue by target market for the years ended December 31, 2021, 2020 and 2019 as the petrochemical market was consolidated within the oil and gas target market.

We have separately broken out this information in the current period as we have continued to provide increased services and products to this market, and continue to expect increases in future periods.

For comparability purposes, Petrochemical comprised 3% and 4% of total revenues for the years ended December 31, 2020 and 2019, respectively, which were included within the oil and gas target market.

MISTRAS supplies oil and gas asset protection solutions to downstream (refining), midstream (transportation and storage) and upstream (exploration and production) operations.

The following charts represent our revenue by target market for the years ended December 31, 2022, 2021 and 2020.

The petrochemical market was previously consolidated within the oil and gas target market for the year ended December 31, 2020.

We have separately broken out this information beginning with the year ended December 31, 2020, as we have continued to provide services and products to this market, and continue to expect increases in future periods.

For comparability purposes, Petrochemical comprised 3% of total revenues for the year ended December 31, 2020, which was included within the oil and gas target market previously.

We supply oil and gas asset protection solutions to downstream (refining), midstream (transportation and storage) and upstream (exploration and production) operations.

We use our vast solutions portfolio to help identify current and future asset performance, and actively prevent, mitigate or otherwise address potential issues, including corrosion, cracking, leaking and other damages that may lead to safety, productivity or environmental concerns.

Our solutions help identify conditions that if not remedied, could lead to potential catastrophic failures in tanks, vessels, valves, buried and above ground pipelines, pumps, motors, compressors and other critical assets found throughout the oil and gas production and delivery supply chain.

We actively seek to evolve our solutions through technological enhancements and R&D to discover new applications.

Online monitoring and permanently-mounted sensors, as well as the use of drones and other alternative delivery devices, are all being considered as oil and gas infrastructure owners look to “smart” technologies that reduce human intervention while delivering

highly-accurate inspection & integrity data.

We actively seek to evolve our solutions through technological enhancements and research and development to discover new applications.

We also have actively sought to further enhance our integrated approach to asset protection, through the development of our complementary mechanical service portfolio.

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Aerospace and Defense

The aerospace industry continued to rebound from COVID-19 throughout 2021 with backlog and production levels approaching and exceeding pre-pandemic levels for certain original equipment manufacturers (OEM).

The aerospace industry continued to rebound from COVID-19 throughout 2022 with backlog and production levels approaching and exceeding pre-pandemic levels for certain OEMs for the first time since the pandemic.

We serve this rapidly-growing target market by providing a full range of inspection, testing, machining, mechanical, finishing, additive manufacturing and equipment solutions, for which we are Nadcap certified.

Our state-of-the-art in-house labs maintain numerous accreditations from industry organizations, including Nadcap, and some of the largest manufacturers in the world, such as Boeing, Safran, Airbus, Bombardier and Embraer.

Our state-of-the-art in-house labratories maintain numerous accreditations from industry organizations, including Nadcap, and some of the largest manufacturers in the world, such as Boeing, Safran, Airbus, Bombardier and Embraer.

Advanced composite materials found in new classes of aircraft require advanced asset protection solutions, including x-ray of critical engine components, ultrasonic fatigue testing of complete aircraft structures and corrosion detection and other critical components.

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The quality control requirements driven by the need for zero-to-low-defect component tolerance within automated, robotic-intensive industries such as automotive, consumer electronics and medical industries serve as key drivers for increased demand in asset protection, particularly for in-house inspection and testing.

We expect that increasingly stringent quality-control requirements and competitive forces will drive the demand for more-costly finishing and polishing which, in turn, creates opportunities for integrated partnerships between MISTRAS and our customers throughout the production lifecycle.

We expect that increasingly stringent quality-control requirements and competitive forces will drive the demand for more-costly finishing and polishing which, in turn, creates opportunities for integrated partnerships between us and our customers throughout the production lifecycle.

Power Generation and Transmission

MISTRAS provides asset protection solutions for customers in the combined cycle, fossil, nuclear, transmission & distribution and wind/alternative energy industries.

We provide asset protection solutions for customers in the combined cycle, fossil, nuclear, transmission and distribution and wind/alternative energy industries.

We believe that in recent years, acceptance of asset protection solutions has grown in this industry due to the aging of critical power generation and transmission infrastructure.

We received a U.S.

During the fourth quarter of 2021, we received a U.S.

patent for the technology behind Sensoria, our innovative 24/7/365 rotor blade monitoring system and sensors that enable blade integrity management for wind turbine owners and operators.

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This tool provides additional growth and expansion of our capabilities to serve both new and existing wind turbines and greatly enhances our product offerings within the renewable energy industry.

The growing availability of cheap natural gas, along with environmental concerns with coal, has stimulated the construction of new natural gas-fired power plants across North America, creating opportunities for MISTRAS to provide specialized solutions in multiple phases.

The growing availability of cheap natural gas, along with environmental concerns with coal, has stimulated the construction of new natural gas-fired power plants across North America, creating opportunities for us to provide specialized solutions in multiple phases.

These include facility design consultations, NDT services during construction and plant operations and long-term condition monitoring.

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These include NDT services — often performed through rope and/or drone access — to identify corrosion, cracking, and other defects that can affect the safety and operational effectiveness of wind turbines, along with remedial solutions to repair minor damages identified during inspections.

Process Industries

Other Process Industries

Our asset protection solutions are crucial for process industries, or industries in which raw materials are treated or prepared in a series of stages, including chemicals, pharmaceuticals, food processing, pulp and paper and metals and mining.

As the process facilities are increasingly facing aging infrastructure, high utilization, growing capacity constraints and increasing capital costs, we believe asset protection solutions will continue to grow in importance in maintenance planning, quality and cost control and prevention of catastrophic failure.

Public Infrastructure, Research and Engineering

Infrastructure, Research and Engineering

We believe that high-profile infrastructure catastrophes have caused public authorities to more actively seek ways to prevent similar events from occurring.

Public authorities tasked with new construction and maintenance of existing public infrastructure increasingly use asset protection solutions to inspect these assets, including the use of embedded sensors to enable online monitoring throughout the life of the asset.

We have provided testing and structural health monitoring ("SHM") and data solutions on bridges and structures worldwide, including some of the largest and most well-known bridges in the United States and United Kingdom.

Public authorities tasked with new construction and maintenance of existing public infrastructure

increasingly use asset protection solutions to inspect these assets, including the use of embedded sensors to enable online monitoring throughout the life of the asset.

We have provided testing and structural health monitoring and data solutions on bridges and structures worldwide, including some of the largest and most well-known bridges in the United States and United Kingdom.

Our sensors continuously monitor these assets, alerting owner/operators when defects are detected.

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We actively seek to evolve our solutions through technological enhancements and R&D to discover new applications.

Online monitoring and permanently-mounted sensors provide real-time data to petrochemical owners and operators and provide an opportunity for us to synergistically leverage our asset protection solutions into our new MISTRAS Digital platform, OneSuite.

Digital transmission of data in various industry sectors, with built-in analytic functions, will allow our customers to better leverage inspection data that is being generated in the field.

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We have operations in 10 countries and occasionally conduct business in a few other countries.

Most of our revenues are derived from our U.S., Canadian and European operations and we do not have material operations in Russia, Ukraine or other areas which are impacted by the Russian invasion of Ukraine.

See Note 2-Revenue and Note 19-Segment Disclosure to the consolidated financial statements in this Annual Report for further disclosure of our revenues, long-lived assets and other financial information regarding our international operations.

Most of our revenues are derived from our U.S., Canadian and European operations and we do not have operations in Russia, and we do not do business in Russia, Ukraine or other areas which are impacted by the Russian invasion of Ukraine.

See Note 2-Revenue and Note 19-Segment Disclosure to our audited consolidated financial statements in this Annual Report for further disclosure of our revenues, long-lived assets and other financial information regarding our international operations.

Sales and Marketing

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We divide our sales and marketing efforts into services sales, products and systems sales and marketing and utilize marketing automation and customer relationship management ("CRM") systems to collect, manage and collaborate customer information with our teams globally.

Our CRM's also provide critical data to provide accurate forecasting and reporting.

Our CRM systems also provide critical data to provide accurate forecasting and reporting.

Manufacturing

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Human Capital

As of December 31, 2021, we had 5,400 employees worldwide, of which 3,600 were located in the U.S., 600 in Canada and 1,200 in our other non-U.S.

As of December 31, 2022, we had approximately 5,400 employees worldwide, of which 3,600 were located in the United States, 600 in Canada and 1,200 in our other non-U.S.

As described below, we value our employees and have established various programs to promote the satisfaction, health and safety of our employees.

Less than 0.01% of our employees in the United States are unionized.

We believe that our employees are key to achieving our goals and strategy.

We have committed resources throughout our organization to ensure that the Company is attracting, developing, and retaining talented employees needed to support all aspects of our activities.

Our core values and business ethics guide and direct all activities undertaken by the Company.

We believe that the health and safety of our employees is paramount.

Our employees are key to achieving our goals and strategy.

We have committed resources throughout our organization to ensure that we are attracting, developing, and retaining talented employees needed to support all aspects of our activities.

Our core values and business ethics guide and direct all activities undertaken by us.

The health and safety of our employees is paramount.

We have also developed key initiatives and strategies regarding our talent and people initiatives.

Below, we describe some of the key initiatives and values around health and safety.

Management regularly updates the Board with regards to our safety and people strategy and how we are performing in these areas.

In 2020, our Board of Directors established the Environmental, Social and Safety Committee.

This Committee, which consists of independent directors, monitors and oversees the strategic direction of our initiatives in support of our core values and our environmental, social and governance (ESG) initiatives.

Management regularly updates our Board of Directors with regards to our safety and people strategy and how we are performing in these areas.

In 2020, our Board established the Environmental, Social and Safety Committee.

Talent, Leadership and Employee Development

We believe that employee development and engagement begins with our senior management team, which has considerable industry experience and expertise.

Leveraging this experience and expertise, the senior management team is able to continuously review the Company’s organizational structure and provide opportunities for the growth and development for our employees.

Employee development and engagement begins with our senior management team, which has considerable industry experience and expertise.

Leveraging this experience and expertise, our senior management team is able to continuously review our organizational structure and provide opportunities for the growth and development for our employees.

This process helps us develop leaders at all levels within the organization, and to engage employees with rewarding opportunities, competitive salary and benefits, to advance their careers and contribute to our success.

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All local minimum wage requirements are met and where no wage laws are in place, employees are compensated competitively, in accordance with industry standards.

We also provide leadership development using third-party leadership organizations to members of our executive management team, and we provide coaching and leadership development to all levels of management, including the General Managers who work in the field.

Our human rights policy places a high priority on diversity and equal opportunity and provides the Company’s employees with management’s expectations related to human rights and labor practices.

We also provide leadership development using third-party leadership organizations to members of our executive management team, and we make available coaching and leadership development to all levels of management, including our General Managers who work in the field.

Our human rights policy places a high priority on diversity and equal opportunity and provides our employees with management’s expectations related to human rights and labor practices.

Another program we instituted focuses on our connection by a common thread of caring – about one another, our customers, the environment, and the work we do.

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A community of caring professionals with a genuine passion for helping people and making a difference together – that is the heart of the program we call “Caring Connects.”

MISTRAS’ Safety-Conscious Culture

Our Safety-Conscious Culture

We consider safety the backbone of our operations.

Our asset protection solutions aim to ensure that industrial assets and facilities remain in safe, reliable working condition, which in turn enhances safety for our clients, the public, and the environment.

Our lab and field personnel are trained to operate according to strict safety and quality standards so that our processes and procedures regarding hazardous materials, worker safety, and accident prevention are sound and effective.

Our labratory and field personnel are trained to operate according to strict safety and quality standards so that our processes and procedures regarding hazardous materials, worker safety, and accident prevention are sound and effective.

Further to this, we are constantly evaluating these processes and procedures to ensure that they remain of high quality and are effective, and consider changes in the manner in which work is performed or lessons that have been learned from any sources, such as industry data.

MISTRAS works to help ensure that our clients are in full compliance with all federal, state, and local

We work to help ensure that our clients are in full compliance with all federal, state, and local regulations.

Our practices, policies and procedures are designed to help ensure we perform our duties through the use of safe, industry-best practices, seeking to minimize risk wherever possible.

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We continuously monitor our safety performance through analysis of our company-wide safety statistics, which help us to determine behavioral trends while also instilling a culture of proactivity.

For the year ended December 31, 2022, our Total Recordable Incident Rate was 0.41 while Days Away, Restricted and Transferred Rate was 0.15 and Lost Work Day Rate

remained at historical lows of 0.03.

For the year ended December 31, 2021, our Total Recordable Incident Rate (“TRIR”) was 0.15, when excluding COVID-19 related cases.

This was a reduction of (0.19) and (0.18) from the years ended December 31, 2020 and December 31, 2019 TRIR, respectively, when similarly excluding COVID-19 related cases.

Our business is seasonal.

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and Meridium Systems.

In the traditional NDT market, we believe the principal competitive factors include project management, availability of qualified personnel, execution, price, reputation and quality;

whereas in the advanced NDT market, reputation, quality and size tend to be the most significant competitive factors.

In the traditional NDT market, we believe the principal competitive factors include project management, availability of qualified personnel, execution, price, reputation and quality, whereas in the advanced NDT market, reputation, quality and size tend to be the most significant competitive factors.

We believe that the NDT market has significant barriers to entry which would make it difficult for new competitors to enter the market.

These barriers include:

(1) having to acquire or develop advanced NDT services, products and systems technologies, which in our case occurred over many years of customer engagements and at significant internal research and development expense, (2) complex regulations and safety codes that require significant industry experience, (3) license requirements and evolved quality and safety programs, (4) costly and time-consuming certification processes, (5) capital requirements and (6) emphasis by large customers on size and critical mass, length of relationship and past service record.

(i) having to acquire or develop advanced NDT services, products and systems technologies, which in our case occurred over many years of customer engagements and at significant internal research and development expense, (ii) complex regulations and safety codes that require significant industry experience, (iii) license requirements and evolved quality and safety programs, (iv) costly and time-consuming certification processes, (v) capital requirements and (vi) emphasis by large customers on size and critical mass, length of relationship and past service record.

Research and Development

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Our total professional staff includes employees who hold Ph.D.’s and engineers and employees who hold Level III certification, the highest level of certification from the American Society of Non-Destructive Testing (ASNT).

MISTRAS makes strategic R&D investments in technologies that support integration with our other solution offerings to enhance cost- and time-efficiencies, maximize uptime and safety and improve the flow of data from field technicians to inspection databases.

We are investing resources in the development of MISTRAS Digital, an electronic platform that will digitally deliver field inspection assignments and related data, capture inspection results, and provide electronic reporting and productivity tracking.

MISTRAS also invested significant R&D in pre-machining and advanced testing technologies in a purpose-built facility for an aerospace customer, with the goal of reducing the customer’s production cycle logistics and costs.

We make strategic research and development investments in technologies that support integration with our other solution offerings to enhance cost- and time-efficiencies, maximize uptime and safety and improve the flow of data from field technicians to inspection databases.

We have invested, and continue to invest, resources in the development of MISTRAS Digital, an electronic platform that digitally delivers field inspection assignments and related data, capture inspection results, and provide electronic reporting and productivity tracking.

We have also invested significant research and development in pre-machining and advanced testing technologies in a purpose-built facility for an aerospace customer, with the goal of reducing the customer’s production cycle logistics and costs.

We also work with customers to develop new products or applications for our technology, including:

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• Development of permanently embedded inspection systems to provide continuous, online, in-service monitoring of critical structural components

Research and development expenses are reflected on our consolidated statements of income (loss) as research and engineering expenses.

Research and development expenses are reflected in our Consolidated Statements of Income (Loss) as research and engineering expenses.

Our company-sponsored research and engineering expenses were approximately $2.0 million, $2.5 million and $2.9 million for the years ended December 31, 2022, 2021 and 2020, respectively.

While we have historically funded most of our research and development expenditures, from time to time we also receive customer-sponsored research and development funding.

Most of the projects are in our target markets;

however, a few of the projects could lead to other future market opportunities.

Most of the projects are in our target markets, however, a few of the projects could lead to other future market opportunities.

Intellectual Property

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We utilize a combination of intellectual property safeguards, including patents, copyrights, trademarks and trade secrets, as well as employee and third-party confidentiality agreements, to protect our intellectual property.

As of December 31, 2021, we held six U.S.

patents by direct ownership and one by exclusive licensing, all of which will expire in 2026, and seven patent applications pending in the U.S.

All the owned patents and patent applications pending have been filed since 2018.

As of December 31, 2022, we held seven U.S.

patents by direct ownership and six patent applications pending in the United States.

All the patent applications pending have been filed since 2018.

While we do not rely on these patents or licenses to provide a majority of our proprietary asset protection solutions, certain of these patents do provide us with a competitive advantage and we believe they will be an asset to our growth strategy.

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All of our employees are subject to confidentiality requirements through our employee handbook.

In addition, many of our employees have entered into confidentiality and proprietary information agreements with

In addition, many of our employees have entered into confidentiality and proprietary information agreements with us.

Our employee handbook and these agreements require our employees not to use or disclose our confidential information and to assign to us all the inventions, designs and technologies they develop during the course of employment with us, as well as addressing other intellectual property protection issues.

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We are not currently involved in any material intellectual property claims.

Environmental Matters

Governmental Regulations

We are subject to numerous environmental, legal and regulatory requirements related to our operations worldwide.

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Executive Officers

The following are our executive officers and other key employees as of December 31, 2021 and their background and experience:

The following were our executive officers as of December 31, 2022 and their background and experience.

On February 8, 2023, we terminated Jonathan's Wolk's employment with us, with immediate effect, and Dennis Bertolotti, our President and Chief Executive Officer, temporarily assumed Mr.

Wolk's duties.

Name Age Position

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Wolk 61 Senior Executive Vice President and Chief Operating Officer

Vahaviolos has been Executive Chairman since August 10, 2017.

Vahaviolos has been our Executive Chairman since August 10, 2017.

Prior to being named Executive Chairman, Dr.

Vahaviolos had been our Chairman and Chief Executive Officer since he founded Mistras in 1978 under the name Physical Acoustics Corporation and was also our President until June 1, 2016.

Prior to joining Mistras, Dr.

Prior to founding the Company, Dr.

Vahaviolos worked at AT&T Bell Laboratories.

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Bertolotti has also received a Bachelor of Science and MBA from Otterbein College.

Prajzner joined Mistras in January 2018.

Prajzner joined Mistras in January 2018 as our Senior Vice President, Chief Financial Officer and Treasurer becoming our Executive Vice President, Chief Financial Officer and Treasurer effective February 27, 2020.

Prior to joining Mistras, Mr.

Prajzner worked at CECO Environmental Corp., a global service provider to environmental, energy and filtration industries, and served as Chief Financial Officer and Secretary from 2014 to 2017, Vice President of Finance and Chief Accounting Officer from 2013 until his appointment as CFO in 2014, and Corporate Controller and Chief Accounting Officer from 2012 to 2013.

Prajzner worked at CECO Environmental Corp., a global service provider to environmental, energy and filtration industries, and served as Chief Financial Officer and Secretary from 2014 to 2017, Vice President of Finance and Chief Accounting Officer from 2013 until his appointment as Chief Financial Officer in 2014, and Corporate Controller and Chief Accounting Officer from 2012 to 2013.

Prajzner also served in senior finance roles at CDI Corporation (now AE Industrial Partners) and American Infrastructure (now Allan Myers).

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Prior to joining Mistras, Mr.

Keefe worked at International Fight League, a publicly-traded sports promotion company, from 2007 until 2009, in various executive positions.

From 1990 until 2006, Mr.

Keefe worked at International Fight League, a then publicly-traded sports promotion company, from 2007 until 2009, in various executive positions.

From 1990 until 2006,

Keefe served in various legal roles with Lucent Technologies and AT&T, the last four years as Vice President, Corporate and Securities Law and Assistant Secretary.

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Lange received an Associate of Science degree in NDT from the Spartan School of Aeronautics.

Wolk joined Mistras in November 2013 and served as Executive Vice President, Chief Financial Officer and Treasurer until August 10, 2017, when Mr.

Wolk joined Mistras in November 2013 and his active employment ended with the Company on February 8, 2023.

During his employment at Mistras, Mr.

Wolk served as Executive Vice President, Chief Financial Officer and Treasurer until August 10, 2017, when Mr.

Wolk became Senior Executive Vice President and Chief Operating Officer.

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Prajzner on January 5, 2018.

Prior to joining Mistras, Mr.

Wolk served as Senior Vice President, Chief Financial Officer and Secretary of American Woodmark Corporation from 2004 until August 2013.

Prior to American Woodmark, he served as the Chief Financial Officer and Treasurer of Tradecard, Inc., from 2000 to 2004, and was the global controller of GE Capital Real Estate from 1998 to 2000.

Wolk started his career in public accounting at KPMG, received his B.S.

in accounting from State University of New York-Albany and is a certified public accountant.

Our executive officers are elected by, and serve at the discretion of, our board of directors.

Our executive officers are appointed by, and serve at the discretion of, our board of directors.

There are no family relationships among any of our directors or executive officers.

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All of the materials we file with or furnish to the SEC are available free of charge on our website at http://investors.mistrasgroup.com/sec.cfm, as soon as reasonably practicable after having been electronically submitted to the SEC.

Information contained on or connected to our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this Annual Report or any other filing with the SEC.

Information contained on or connected to our website is not incorporated by reference into this Annual Report and should not be considered part of this Annual Report or any other filing with the SEC.

All of our SEC filings are also available at the SEC’s website at www.sec.gov .

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business