Mistras Group, Inc. 10-K/A

mg-20221231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File Number 001-34481 Mistras Group, Inc. ( Exact name of registrant as specified in its charter ) Delaware 22-3341267 ( State or other jurisdiction of incorporation or organization ) ( I.R.S. Employer Identification Number ) 195 Clarksville Road Princeton Junction , New Jersey 08550 ( Address of principal executive offices ) ( Zip Code ) ( 609 ) 716-4000 ( Registrant's telephone number, including area code ) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, par value $.01 par value MG New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ý Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). Yes ☐ No ý Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, based on the closing price of $5.94 on June 30, 2022, the last business day of the registrant's most recently completed second fiscal quarter, as reported on the New York Stock Exchange, was approximately $ 119.1 million. As of March 10, 2023, the Registrant had 29,926,879 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Information required by Part III (Items 10, 11, 12, 13 and 14) is incorporated by reference to portions of the registrant’s definitive proxy statement for its 2023 annual meeting of shareholders (the “Proxy Statement”), which is expected to be filed not later than 120 days after the registrant’s fiscal year ended December 31, 2022. Except as expressly incorporated by reference, the Proxy Statement shall not be deemed to be a part of this report on Form 10-K. Auditor Name: KPMG LLP Auditor Location: Short Hills, New Jersey Auditor Firm ID: 185 Explanatory Note On March 15, 2023, Mistras Group, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Original Form 10-K”). The Company is amending the Original Form 10-K due to an error in Exhibit 23.1 included in the Original Form 10-K, which resulted in Exhibit 23.1 not including the correct registration statements to be listed within the Exhibit as filed. This Amendment No. 1 to the Original Form 10-K (the “Amendment”) amends the Original Form 10-K solely to file a revised consent of our independent registered public accounting firm, KPMG LLP (“KPMG”) filed as Exhibit 23.1. The consent filed with the Original Form 10-K included the registration statement on Form S-8 (File No. 333-164688) that did not need to be included and failed to include two registration statements on Form S-8 that should have been included in the consent. The revised consent by KPMG includes the corrected registration statements on Form S-8 (File No. 333-217047, 333-254369 and 333-266573) and is filed as Exhibit 23.1 hereto. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of the Principal Executive Officer and Principal Financial Officer are being filed as exhibits to this Amendment. Except as described above, no other amendments are being made to the Original Form 10-K. This Amendment does not reflect events occurring after the filing of the Original Form 10-K or modify or update the disclosure contained therein in any way other than as required to reflect the revised consent of KPMG discussed above. The following documents are filed as exhibits to this Amendment pursuant to Item 601 of Regulation S-K. The exhibits required to be filed by Item 15 are set forth in, and filed with or incorporated by reference in, the “Exhibit Index” of the Original Form 10-K. Exhibit No. Description 23.1* Consent of KPMG LLP 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 32.1** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 _______________________ * Filed herewith. ** Furnished herewith. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. MISTRAS GROUP, INC. By: /s/ Edward Prajzner Edward J. Prajzner Senior Executive Vice President and Chief Financial Officer Date: May 5, 2023