Mistras Group Inc 2024年度报告

Form10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year endedDecember31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File Number001-34481 Mistras Group,Inc.(Exact name of registrant as specified in its charter) Delaware22-3341267(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification Number) 195 Clarksville RoadPrinceton Junction,New Jersey08550(Address of principal executive offices) (Zip Code)(609)716-4000(Registrant's telephone number, including area code) Securities registered pursuant to Section12(b)of the Act: NameofeachexchangeonwhichregisteredNew York Stock Exchange Securities registered pursuant to Section12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the SecuritiesAct.Yeso Noý Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of theAct.Yeso Noý Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (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 90days.YesýNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).YesýNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smallerreporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.: Large accelerated fileroNon-accelerated filero If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered 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 theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Yes☐Noý 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☐Noý Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐Noý The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, based on theclosing price of $8.17 on June28, 2024, the last business day of the registrant's most recently completed second fiscal quarter, asreported on the New York Stock Exchange, was approximately $166.7million. As of March 6, 2025, the Registrant had31,032,045shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Information required by PartIII (Items10, 11, 12, 13 and 14)is incorporated by reference to portions of the registrant’s definitiveproxy statement for its 2025 annual meeting of stockholders (the “Proxy Statement”), which is expected to be filed not later than120days after the registrant’s fiscal year ended December31, 2024. Except as expressly incorporated by reference, the ProxyStatement shall not be deemed to be a part of this report on Form10-K. Auditor Name:PricewaterhouseCoopers LLPAuditor Location:Philadelphia, PennsylvaniaAuditor Firm ID:238 MISTRAS GROUP,INC.ANNUAL REPORT ON FORM10-KTABLE OF CONTENTS PARTI ITEM 1.BUSINESSITEM 1A.RISK FACTORSITEM 1B.UNRESOLVED STAFF COMMENTSITEM 1C.CYBERSECURITYITEM 2.PROPERTIESITEM 3.LEGAL PROCEEDINGSITEM 4.MINE SAFETY DISCLOSURES ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERSANDISSUER PURCHASES OF EQUITY SECURITIESITEM 6.ReservedITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONSITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9.CHANGES IN AND DISAGREEMENTS WI