Mistras Group Inc
For the period ended Dec 31, 2023. Filed Mar 11, 2024.
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FY2023 · Filed Mar 11, 2024
MG$20.17-0.0%Stored close · as of Nov 10, 2026
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) The following financial statements are filed herewith in Item 8 of Part II above:
| Page | |
|---|---|
| Report of independent registered public accounting firm - PricewaterhouseCoopers LLP | 47 |
| Report of independent registered public accounting firm - KPMG LLP | 50 |
| Consolidated Balance sheets as of December 31, 2023 and December 31, 2022 | 50 |
| Consolidated Statements of income (loss) for the years ended December 31, 2023, 2022 and 2021 | 51 |
| Consolidated Statements of comprehensive income (loss) for the years ended December 31, 2023, 2022 and 2021 | 52 |
| Consolidated Statements of equity for the years ended December 31, 2023, 2022 and 2021 | 53 |
| Consolidated Statements of cash flows for the years ended December 31, 2023, 2022 and 2021 | 54 |
| Notes to consolidated financial statements | 55 |
(2) Financial Statement Schedules
All other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.
(3) Exhibits
| Exhibit No. | Description |
| 3.1 | Second Amended and Restated Certificate of Incorporation (filed as exhibit 3.1 to Registration Statement on Form S-1 (Amendment No. 4) filed on September 21, 2009 (Registration No. 333-151559) and incorporated herein by reference) |
| 3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation (filed as exhibit 3.1 to the Quarterly Report on Form 10-Q filed on January 11, 2017 and incorporated herein by reference) |
| 3.3 | Amended and Restated Bylaws, effective July 20, 2016 (filed as exhibit 3.1 to the Quarterly Report on Form 10-Q filed on October 7, 2016 and incorporated herein by reference) |
| 4.1 | Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.2 to the Annual Report on Form 10-K filed March 27, 2020 and incorporated herein by reference) |
| 10.1 | Credit Agreement, dated August 1, 2022 (filed as Exhibit 10.1 to the Annual Report on Form 10-K filed March 15, 2023 and incorporated herein by reference). |
| 10.2 | First Amendment, dated February 27, 2024, to the Credit Agreement, dated August 1, 2022 |
| 10.3 | Form of Indemnification Agreement for directors and officers (filed as exhibit 10.1 to the Registration Statement on Form S-1 (Amendment No. 4) filed on September 21, 2009 (Registration No. 333-151559) and incorporated herein by reference) |
| 10.4 | Mistras Group, Inc. 2016 Long-Term Incentive Plan (filed as exhibit B to the Definitive Proxy Statement dated September 7, 2016 and incorporated herein by reference) |
| 10.5 | Amendment No. 1, dated May 19, 2020, to the 2016 Long-Term Incentive Plan (filed as exhibit 10.2 to the Quarterly Report Form 10-Q filed on August 7, 2020 and incorporated herein by reference) |
| 10.6 | Amendment No. 2, dated December 1, 2020, to the 2016 Long-Term Incentive Plan (filed as exhibit 10.10 to the Annual Report on Form 10-K filed March 16, 2021. |
| 10.7 | Amendment No. 3 dated May 23, 2022 to the 2016 Long-Term Incentive Plan (filed as exhibit 10.2 to the Quarterly Report on Form 10-Q filed on August 5, 2022) |
| 10.8 | Form of Restricted Stock Unit Certificate for awards under the 2016 Long-Term Incentive Plan (filed as exhibit 10.16 to the Transition Report on Form 10-K filed on March 20, 2017 and incorporated herein by reference) |
| 10.9 | Form of Restricted Stock Unit Certificate for awards to senior officers under the 2016 Long-Term Incentive Plan (filed as exhibit 10.2 to the Quarterly Report Form 10-Q filed on May 19, 2020 and incorporated herein by reference) |
| 10.10* | Mistras Group, Inc. Executive Severance Plan |
| 10.11 | Employment Agreement between the Company and Sotirios J. Vahaviolos, dated February 28, 2018 (filed as exhibit 10.1 to the Quarterly Report on Form 10-Q filed May 8, 2018 and incorporated by reference herein) |
| 10.12 | Employment Agreement between the Company and Dennis Bertolotti, dated March 13, 2018 (filed as exhibit 10.2 to the Quarterly Report on Form 10-Q filed May 8, 2018 and incorporated by reference herein) |
| 10.13 | Description of Compensation for Non-Employee Directors effective January 1, 2023 (filed as exhibit 10.2 to Quarterly Report on Form 10-Q filed on May 5, 2023, and incorporated herein by reference). |
| 10.14 | Separation Agreement and Release between Jonathan Wolk and Registrant (filed as exhibit 10.1 to Current Report on Form 8-K filed on March 8, 2023 and incorporated herein by reference). |
| 10.15 | Employment Agreement between the Company and Gennaro A. D'Alterio dated September 11, 2023 (filed as exhibit 10.1 to the Quarterly Report on Form 10-Q filed November 6, 2023 and incorporated by reference herein). |
| 10.16* | Employment Agreement between the Company and John A. Smith dated October 1, 2023 |
| 10.17 | Letter Agreement dated October 9, 2023, between the Company and Manuel N. Stamatakis (filed as exhibit 10.1 to Current Report on Form 8-K filed on October 10, 2023 and incorporated herein by reference). |
| 10.18* | Inducement Award between the Company and Manuel N. Stamatakis dated October 11, 2023 |
| 10.19 | Separation Agreement (and a General Release of Claims attached thereto) between the Company and Dennis Bertolotti effective December 6, 2023 (filed as exhibited 10.1 to Current Report on Form 8-K filed December 8, 2023, and incorporated herein by reference). |
| 19.1* | Insider Trading Compliance Policy |
| 21.1* | Subsidiaries of the Registrant |
| 23.1* | Consent of PricewaterhouseCoopers LLP |
| 23.2* | Consent of KPMG LLP |
| 24.1* | Power of Attorney (included as part of the signature page to this report) |
| 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 |
| 97.1* | Incentive Compensation Recoupment Policy |
|---|---|
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Schema Document |
| 101.CAL | XBRL Calculation Linkbase Document |
| 101.LAB | XBRL Labels Linkbase Document |
| 101.PRE | XBRL Presentation Linkbase Document |
| 101.DEF | XBRL Definition Linkbase Document |
Exhibits 10.3 to 10.19 are management contracts or compensatory plans, contracts, or arrangements.
- Filed herewith.
** Furnished herewith.
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