What changed in this filing

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Item 7. Management’s Discussion and Analysis

2022-03-14 compared with 2021-03-16 · 110 added, 158 removed, 252 unchanged (52% of the section changed)

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The MD&A should be read together with our consolidated financial statements and related notes included in Item 8 in this Annual Report on Form 10-K.

Unless otherwise specified or the context otherwise requires, “Mistras,” “the Company,” “we,” “us” and “our” refer to Mistras Group, Inc.

Unless otherwise specified or the context otherwise requires, “Mistras,” "MISTRAS," “the Company,” “we,” “us” and “our” refer to Mistras Group, Inc.

and its consolidated subsidiaries.

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See “Forward-Looking Statements” at the beginning of Item 1 of this Annual Report.

At the time of this report, the COVID-19 pandemic is continuing to have a negative impact on us and our key markets and is causing significant economic disruption worldwide.

Our discussion below is qualified by the unknown impact that the COVID-19 pandemic will continue to have on our business and the economy in general, including the duration of the health risk the COVID-19 pandemic will cause and the resulting economic disruption.

At the time of this Annual Report, the COVID-19 pandemic is continuing to have a negative impact on us and our key markets and is causing significant economic disruption worldwide.

In addition, the recent and ongoing Russian invasion of Ukraine is likely to have a significant impact on the worldwide economy, and in particular, among other things, on the energy sector and the pricing and volume of oil and gas production.

Our discussion below is qualified by the unknown impact that the COVID-19 pandemic and the conflict in Ukraine will continue to have on our business and the economy in general, including the duration of the health risk the COVID-19 pandemic will cause and the resulting economic disruption associated with both the Russian-Ukranian conflict and the COVID-19 pandemic.

The Company is a leading "OneSource" 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 decades-long legacy of industry leadership, the Company leads clients in the oil and gas, aerospace and defense, power generation, infrastructure, and manufacturing industries towards achieving and maintaining operational excellence.

Backed by an innovative, data-driven asset protection portfolio, proprietary technologies, and decades-long legacy of industry leadership, the Company helps clients with asset-intensive infrastructure in the oil and gas, aerospace and defense, industrials, power generation and transmission (including alternative and renewable energy), other process industries and infrastructure, research and engineering and other industries towards achieving and maintaining operational excellence.

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

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and building real-time monitoring equipment to enable safe travel across bridges, the Company helps the world at large.

The company’s core capabilities also 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.

The Company enhances value for its clients by integrating asset protection throughout supply chains and centralizing integrity data through a suite of Industrial IoT-connected digital software and monitoring solutions.

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The Company enhances value for its clients by integrating asset protection throughout supply chains and centralizing integrity data through a suite of IIoT-connected digital software and monitoring solutions, including OneSuite, which serves as an ecosystem platform, pulling together all of the Company's software and data services capabilities, for the benefit of its customers.

The Company's core capabilities also include non-destructive testing 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.

Our operations consist of three reportable segments:

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• Services provides asset protection solutions predominantly 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.

PCMS software and pipeline related software and data analysis solutions are included in this segment.

Software, digital and data services are included in this segment.

• International offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment.

• 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.

Given the role our solutions play in enhancing the safe and efficient operation of infrastructure, we have historically provided a

majority of our solutions to our customers on a regular, recurring basis.

Given the role our solutions play in enhancing the safe and efficient operation of infrastructure, we have historically provided a majority of our solutions to our customers on a regular, recurring basis.

We perform these services largely at our customers’ facilities, while primarily servicing our aerospace customers at our network of state-of-the-art, in-house laboratories.

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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.

These markets include oil and gas (downstream, midstream, upstream and petrochemical), commercial aerospace and defense, power generation (fossil, nuclear, alternative, renewable, and transmission and distribution), public infrastructure, chemicals, transportation, primary metals and metalworking and research and engineering institutions.

These markets include companies in the oil and gas, aerospace and defense, industrials, power generation and transmission (including alternative and renewable energy), other process industries and infrastructure, research and engineering and other industries.

We have focused on providing our advanced asset protection solutions to our customers using proprietary, technology-enabled software and testing instruments, including those developed by our Products and Systems segment.

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Among other things, we expect the timing of our oil and gas customers inspection spend to be impacted by oil price fluctuations.

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.

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

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.

2021 Developments

In March 2020, the World Health Organization declared the outbreak of the COVID-19 coronavirus (COVID-19) as a pandemic, which continues to infect the population throughout the United States and most other parts of the world.

The COVID-19 pandemic has caused significant volatility in domestic and international markets.

There is on-going uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S.

and international economies.

In addition, oil prices have dropped significantly, and airline traffic has experienced a significant decline.

In response to various factors surrounding the COVID-19 pandemic and, in the case of the oil and gas market, other macroeconomic events, companies within the oil and gas and aerospace industries (including our customers) have reduced

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spending and/or slowed down (or temporarily ceased) production.

This, in turn, resulted in decreases in awards of new contracts or adjustments, reductions, suspensions or cancellations of existing contracts.

The COVID-19 pandemic, significant volatility in oil prices and decreased traffic in the aerospace industry have adversely affected our workforce and operations, as well as the operations of our customers, suppliers and contractors.

These negative factors have also resulted in significant volatility and uncertainty in the markets in which we operate.

To successfully navigate through this unprecedented period, we continue to focus on the following key priorities:

• Ensuring the health and safety of our employees and those of our customers and suppliers;

• Maintaining business continuity and financial strength and stability;

• Serving our customers as they provide essential products and services to the world.

While we cannot fully assess the impact that the COVID-19 pandemic or the significant volatility in oil prices will continue to have on our operations at this time, there are certain impacts that we have identified:

• The financial market volatility that resulted from COVID-19 and the drop in oil prices required that we reassess the goodwill we had recorded related to various prior acquisitions under the guidance of ASC 350 during the first quarter of 2020.

We determined that the fair values of various reporting units were less than their carrying values (including goodwill).

As a result, we recorded an impairment charge related to goodwill of approximately $77.1 million during the first quarter of 2020.

See Note 8-Goodwill to the consolidated financial statements.

• These same events required that we reassess the tangible and intangible assets recorded under the guidance of ASC 360 during the first quarter of 2020.

We determined that the fair values of certain asset groups were less than their carrying values (excluding goodwill).

As a result, we recorded impairment charges related to intangible assets of approximately $28.8 million and a right-of-use asset of approximately $0.2 million during the first quarter of 2020.

See Note 9-Intangible Assets and Note 17-Leases to the consolidated financial statements.

To respond to the economic downturn resulting from the factors discussed above, in March 2020 we initiated a cost reduction and efficiency program.

As part of this program, our named executive officers took voluntarily temporary salary reductions ranging from 25% to 45% of their base salary.

In addition, we instituted a reduction for certain other salaried employees, at lower percentages, and suspended our voluntary match under our sponsored savings plans for our U.S.

and Canadian employees.

These reductions became effective at the beginning of the second quarter of 2020 and, except for the salary reductions for certain lower salaried employees, continued through the end of the third quarter of 2020.

In addition, our non-employee directors voluntarily agreed to a $3,750 reduction in their second and third quarter 2020 director's fee payments.

Beginning in the fourth quarter of 2020, all salary and director fees reductions were removed and pay levels were returned to first quarter levels on a prospective basis, though certain other cost reduction measures have remained in place.

We are currently unable to predict with certainty the overall impact that the COVID-19 pandemic and volatility in oil prices may have on our business, results of operations, liquidity or in other ways which we cannot yet determine.

The COVID-19 coronavirus (COVID-19) pandemic has continued to cause disruption and volatility in domestic and international markets;

however, conditions continued to improve during 2021 as compared to 2020.

The Company's businesses have been classified as non-healthcare critical infrastructure as defined by the U.S.

Centers for Disease Control and Prevention

Our facilities, and the Company's customers facilities as well, have remained open with staffing modifications and precautionary procedures taken as necessary.

Overall, we have taken actions to help ensure the health and safety of our employees and those of our customers and suppliers;

maintain business continuity and financial strength and stability;

and serve our customers as they provide essential products and services to the world.

The COVID-19 pandemic uncertainty, significant volatility in oil prices and decreased traffic in the aerospace industry have adversely affected our workforce and operations, as well as the operations of our customers, suppliers and contractors beginning in 2020.

These negative factors continue to cause volatility and uncertainty in the markets in which we operate, although we have nevertheless begun approaching pre-pandemic levels of activity in certain end markets, particularly oil and gas where crude oil prices have recently exceeded pre-pandemic levels.

While we cannot fully assess the impact that the COVID-19 pandemic, the Russian invasion of Ukraine or significant volatility in oil prices will continue to have on our operations and financial results at this time, we previously identified certain impacts that resulted in impairment charges in 2020.

No impairment charges have been recorded in 2021.

See Note 8-Goodwill, Note 9-Intangible Assets and Note 17-Leases to the consolidated financial statements.

The Company has eliminated substantially all of the temporary cost reduction initiatives undertaken in 2020, including re-installment of the savings plan employer match and increasing wages back to pre-pandemic amounts.

Our cash position and liquidity remains strong.

As of December 31, 2021, the cash balance was approximately $24.1 million.

In April 2021, the Biden Administration announced aggressive initiatives to battle climate change, which includes a significant reduction in the use of fossil fuels and a transition to electric vehicles and increased use of alternative energy.

Any legislation or regulations that may be adopted to implement these measures may negatively impact our customers in the oil and gas market over the long-term, which presently is our largest market, although this initiative will likely benefit the alternative energy market, such as wind energy, for which we provide products and services.

At this time, it is difficult to determine the magnitude and timing of the impact that climate change initiatives and legislation, if any, will have on these markets and the resulting impact on our business and operational results.

We are currently unable to predict with certainty the overall impact that the COVID-19 pandemic, volatility in oil prices, the Russian invasion of Ukraine, and proposed climate change initiatives may have on our business, results of operations, liquidity or in other ways which we cannot yet determine.

We will continue to monitor market conditions and respond accordingly.

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This presentation excludes from "Income (loss) from Operations" (a) transaction expenses related to acquisitions, such as professional fees and due diligence costs, (b) the net changes in the fair value of acquisition-related contingent consideration liabilities, (c) impairment charges, (d) reorganization and other costs, which includes items such as severance, labor relations matters and asset and lease termination costs and (e) other special items.

These adjustments

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have been excluded from the GAAP measure because these expenses and credits are not related to our or any individual segment's core business operations.

These adjustments have been excluded from the GAAP measure because these expenses and credits are not related to our or any individual segment's core business operations.

The acquisition related costs and special items can be a net expense or credit in any given period.

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$ 677,131 $ 592,571

Revenue was $592.6 million for the year ended December 31, 2020, a decrease of $156.0 million, or 20.8%, compared with the year ended December 31, 2019.

The decrease in revenue across all our segments was primarily the result of the impact of COVID-19, which disrupted the timing of projects or deferral of purchases for many of our customers.

The decrease primarily was driven by the Services segment, which experienced a revenue decrease of $119.0 million, or 20.0%, driven by double-digit organic decline.

The International segment revenues decreased 25.4% due predominantly to the double-digit organic decline.

Revenue was $677.1 million for the year ended December 31, 2021, an increase of $84.6 million, or 14.3%, compared with the year ended December 31, 2020.

The increase in revenue across the Services and International segments was due to organic growth in our core business as our end markets recover from the effect of COVID-19.

The increase primarily was driven by the Services segment, which experienced a revenue increase of $79.2 million, or 16.6%, driven by double-digit organic growth.

The International segment revenues increased 9.0% due predominantly to the double-digit organic growth and recovery within the aerospace target market.

The Products and Systems segment decreased 15.9%, driven by lower sales volume.

Revenues from oil and gas customers comprised 54% and 54% of total revenue for the years ended December 31, 2021 and 2020, respectively.

Revenues from aerospace and defense customers comprised 12% and 13% of total revenue for the years

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ended December 31, 2020 and 2019, respectively.

Revenues from aerospace and defense customers comprised 10% and 12% of total revenue for the years ended December 31, 2021 and 2020, respectively.

The Company's top ten customers comprised approximately 33% of total revenue for the year ended December 31, 2021, as compared to 32% for the year ended December 31, 2020, with no customer accounting for 10% or more of total revenue in either twelve month period.

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% of total revenue 29.1 % 30.1 %

Gross profit decreased $38.8 million, or 17.8%, for the year ended December 31, 2020 compared to the year ended December 31, 2019, with a sales decrease of $156.0 million, or 20.8%.

COVID-19, the significant drop in oil prices and a decrease in aerospace production have had a significant unfavorable impact on sales volume;

however, gross profit margin improved due primarily to better employee utilization and, to a lesser extent, the favorable impact of mix of sales driven by the Services segment.

Gross profit margin was 30.1% and 29.0% for the years ended December 31, 2020 and 2019, respectively.

Services segment gross profit margins had a year-on-year increase of 180 basis points to 29.6% for the year ended December 31, 2020, due primarily to better employee utilization, favorable mix of sales on lower sales volume and Canadian wage subsidies.

International segment gross margins had a year-on-year decrease of 100 basis points to 28.9% for the year ended December 31, 2020, due primarily to lower levels of employee utilization and sales mix.

Products and Systems segment gross margins decreased by 500 basis points for the year ended December 31, 2020 to 41.5%, driven by unfavorable sales mix.

Gross profit increased $18.6 million, or 10.4%, for the year ended December 31, 2021 compared to the year ended December 31, 2020, with a sales increase of $84.6 million, or 14.3%.

Continued recovery to near pre-pandemic levels in 2021 and continued organic growth across target end markets resulted in increased sales as compared to the prior period.

Gross profit margin was 29.1% and 30.1% for the years ended December 31, 2021 and 2020, respectively due to unfavorable sales mix.

Services segment gross profit margins had a year-on-year decrease of (160) basis points to 28.0% for the year ended December 31, 2021, due primarily to unfavorable mix of sales and pass through of reimbursable travel costs.

International segment gross margins had a year-on-year increase of 30 basis points to 29.2% for the year ended December 31, 2021, due primarily to sales mix and continued recovery in end markets including aerospace and defense.

Products and Systems segment gross margins increased by 910 basis points for the year ended December 31, 2021 to 50.6%, driven by favorable sales mix.

Operating Expenses

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Impairment charges — 106,062

Bad debt provision for troubled customers, net of recoveries — 3,038

Pension withdrawal expense — 848

Legal settlement and litigation charges, net 2,042 (220)

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Acquisition-related expense, net 1,133 337

Operating expenses increased $86.6 million, or 44.8%, for the year ended December 31, 2020 compared to the year ended December 31, 2019 due predominantly to impairment charges of $106.1 million in 2020 as more fully described in Note 8-Goodwill, Note 9-Intangible Assets and Note 17-Leases to the consolidated financial statements.

Amortization expense

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decreased from prior year due to a lower net carrying amount of intangible assets as a result of the 2020 impairment charges.

Selling, general and administrative expenses decreased $11.5 million, or 6.8% for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to the Company's cost reduction and efficiency program initiated during the first quarter of 2020 in response to COVID-19 as more fully described in 2020 Developments under the Overview of this section.

Transactional foreign exchange expense, which is included within selling, general and administrative expenses, was approximately $3.6 million higher in 2020 as compared to 2019, due to volatility in certain foreign currencies.

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Operating expenses decreased $(100.8) million, or (36.0)%, for the year ended December 31, 2021 compared to the year ended December 31, 2020 due predominantly to impairment charges of $106.1 million in 2020 as more fully described in Note 8-Goodwill, Note 9-Intangible Assets and Note 17-Leases to the consolidated financial statements.

Amortization expense decreased from prior year due to a lower net carrying amount of intangible assets as a result of the 2020 impairment charges.

Selling, general and administrative expenses increased $4.2 million, or 2.7% for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to the Company's elimination of substantially all temporary cost reduction and efficiency program initiatives undertaken during the first quarter of 2020 in response to COVID-19 as more fully described in 2021 Developments under the Overview of this section.

Transactional foreign exchange expense, which is included within selling, general and administrative expenses, was approximately $(2.7) million lower in 2021 as compared to 2020, due to volatility in certain foreign currencies.

Income (Loss) from Operations

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Income (loss) from operations (GAAP) $ 48,458 $ (44,222)

Pension withdrawal expense — 848

Impairment charges — 86,200

Bad debt provision for troubled customers, net of recoveries — 3,018

Reorganization and other costs 129 141

Legal settlement and litigation charges, net 1,650 81

Acquisition-related expense (benefit), net 337 541

Acquisition-related expense, net 1,128 337

Income before special items (unaudited, non-GAAP) $ 51,365 $ 42,537

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Reorganization and other costs 424 1,290

Bad debt provision for troubled customers, net of recoveries — 20

Legal settlement and litigation charges, net 737 —

Income (loss) before special items (unaudited, non-GAAP) $ 3,000 $ (703)

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Loss from operations (GAAP) $ (32,010) $ (34,204)

Legal settlement and litigation charges, net (301) —

Legal settlement and litigation charges (benefit), net (345) (301)

Loss on debt modification 278 645

Reorganization and other costs 93 177

Acquisition-related expense (benefit), net — 334

Acquisition-related expense, net 5 —

Loss before special items (unaudited, non-GAAP) $ (31,979) $ (33,683)

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Income (loss) from operations (GAAP) $ 18,170 $ (101,217)

Pension withdrawal expense — 848

Impairment charges — 106,062

Bad debt provision for troubled customers, net of recoveries — 3,038

Legal settlement and litigation charges, net (220) —

Legal settlement and litigation charges (benefit), net 2,042 (220)

Loss on debt modification 278 645

Reorganization and other costs 673 1,613

Acquisition-related expense (benefit), net 337 875

Acquisition-related expense, net 1,133 337

Income before special items (unaudited, non-GAAP) $ 22,296 $ 7,220

See section Note about Non-GAAP Measures in this report for an explanation of the use of non-GAAP measurements.

Total Company income from operations (GAAP) decreased by $125.4 million, or 519.3% compared to the year ended December 31, 2019.

Total Company income (loss) before special items (non-GAAP) decreased by $22.6 million or 75.8%

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compared with the year ended December 31, 2019.

See section Note about Non-GAAP Measures in this Annual Report for an explanation of the use of non-GAAP measurements.

Total Company income from operations (GAAP) increased by $119.4 million, or 118.0% compared to the year ended December 31, 2020.

Total Company income before special items (non-GAAP) increased by $15.1 million or 208.8% compared with the year ended December 31, 2020.

Operating expenses, excluding special items (non-GAAP), as a percentage of revenue, was 25.8% for the year ended December 31, 2021 compared to 28.9% for the year ended December 31, 2020.

The COVID-19 outbreak and volatility in oil prices has adversely affected our workforce and operations, as well as the operations of our customers, suppliers and contractors and was the primary reason for the impairment charges.

Income before special items as a percentage of revenue decreased by 280 basis points to 1.2% for the year ended December 31, 2020 from 4.0% for the year ended December 31, 2019.

These negative factors have resulted in significant volatility and uncertainty in the markets in which we operate.

We are currently unable to predict or determine the overall impact that the COVID-19 pandemic and change in oil prices may have on our business, results of operations, or liquidity.

The primary driver for the increase in total company income was impairment charges which were recorded in 2020 and no impairment was noted in 2021.

Income before special items as a percentage of revenue increased by 210 basis points to 3.3% for the year ended December 31, 2021 from 1.2% for the year ended December 31, 2020.

At the time of this Annual Report, the COVID-19

pandemic is continuing to have a negative impact on us and our key markets and is causing ongoing economic disruption worldwide, although the Company has nevertheless begun approaching pre-pandemic levels of activity in certain end markets, particularly oil and gas.

Our discussion below is qualified by the unknown impact that the COVID-19 pandemic and the Russian invasion of Ukraine will continue to have on our business and the economy in general, including the duration of the health risk the COVID-19 pandemic will cause and the resulting economic disruption of both the COVID-19 pandemic and the Russian-Ukrainian conflict.

Refer to Item 1A.

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Interest expense was $10.9 million and $13.0 million for the years ended December 31, 2021 and December 31, 2020, respectively.

The decrease was due to lower average level of borrowings on our Credit Agreement attributable primarily to payments on borrowings for the acquisition completed during the fourth quarter of 2018, partially offset by an increase in the base borrowing rate effected during the second quarter as a result of the May 2020 amendment to our Credit Agreement.

The decrease was due to a change in the effective interest rate, due to a lower leverage ratio and elimination of the LIBOR floor, as well as lower debt principal outstanding.

Our effective income tax rate was approximately 46.6% for the year ended December 31, 2021, compared to 12.9% for the year ended December 31, 2020.

The decrease in effective tax rate was primarily driven by the impact of the non-deductible goodwill impairment partially offset by the benefit from the carryback of the current year domestic net operating loss, along with a decrease in the impact on our effective tax rate of nondeductible share based compensation, and foreign rate changes.

The increase in effective tax rate was primarily driven by income in the current year as compared to a loss in the prior period, partially offset by the recording of a $1.2 million valuation allowance recorded in 2021 which was related to various state deferred tax assets offset by the capitalization of certain non-US intercompany balances which resulted in a deductible foreign exchange loss in the US.

On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).

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The CARES Act provides a five-year carryback of net operating losses generated in years 2018 through 2020.

As the statutory federal income tax rate applicable to certain years within the carryback period is 35%, carryback to those years of our estimated 2020 annual federal tax loss provides a tax benefit in excess of the current federal statutory rate of 21%, resulting in an increased income tax benefit of $1.9 million.

We project that the income tax effects of the CARES Act will result in a cash refund of $4.8 million in 2021 of taxes paid in prior years.

As the statutory federal income tax rate applicable to certain years within the carryback period is 35%, carryback to those years of our 2020 annual federal tax loss provided a tax benefit in excess of the current federal statutory rate of 21%, resulting in an increased income tax benefit of $1.9 million.

The income tax effects of the CARES Act resulted in a cash refund of $4.9 million in 2021 of taxes paid in prior years.

On December 27, 2020, the United States enacted the Consolidated Appropriations Act, 2021, (the "Appropriations Act") an additional stimulus package providing financial relief for individuals and small business.

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We are currently evaluating the impact of this guidance on our consolidated financial position, results of operations, and cash flows, but does not expect it to have a material impact.

In response to the COVID-19 pandemic, the American Rescue Plan Act was signed into law on March 11, 2021.

Further in response to the COVID-19 pandemic, the American Rescue Plan Act was signed into law on March 11, 2021.

This act, among other things, provides economic relief provisions to individuals and funding to certain businesses and programs.

We are currently evaluating the impact of this guidance on our consolidated financial position, results of operations, and cash flows, but does not expect it to have a material impact.

The Company does not expect this act to have a material impact.

On June 28, 2019, the Canadian province of Alberta enacted the Job Creation Tax Cut which reduced the Alberta corporate income tax rate from 12% to 11% starting in 2019 with further annual reductions to 10% in 2020, 9% in 2021, and 8% in 2022.

This rate reduction had a favorable impact of approximately $1.9 million on our net deferred tax liabilities in this jurisdiction in 2019.

This rate reduction had a favorable impact of approximately $1.9 million on the Company’s net deferred tax liabilities in this jurisdiction in 2019.

As part of Alberta’s Recovery plan associated with the COVID-19 pandemic, Alberta accelerated the decrease in income tax rates from 10% in 2020 to 8% effective July 1, 2020.

The accelerated tax rate reduction did not have a material impact on our net deferred tax liabilities but did reduce current taxes.

The accelerated tax rate reduction did not have a material impact on the Company’s net deferred tax liabilities but did reduce current taxes.

Income tax expense varies as a function of pre-tax income and the level of non-deductible expenses, such as certain amounts of meals and entertainment expense, valuation allowances, and other permanent differences.

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Our effective income tax rate may fluctuate over the next few years due to many variables including the amount and future geographic distribution of our pre-tax income, changes resulting from our acquisition strategy, and increases or decreases in our permanent differences.

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Liquidity and Capital Resources

The Company has funded its operations from cash provided from operations, bank borrowings and lease financings.

Management believes that the Company's existing cash and cash equivalents, anticipated cash flows from operating activities, and available borrowings under our credit agreement will be more than sufficient to meet anticipated cash needs over the next 12 months.

The Company generated operating cash flow of $42.3 million and $67.8 million for the years ended December 31, 2021 and 2020, respectively.

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Cash Flows from Operating Activities

Cash provided by operating activities for the year ended December 31, 2020 was $67.8 million, an increase of $8.7 million from the prior year.

The increase was primarily attributable to movements in working capital driven by the increase in net accounts receivable collections of $19.0 million offset by less net income.

Cash provided by operating activities for the year ended December 31, 2021 was $42.3 million, a decrease of $25.5 million from the prior year.

The decrease was primarily attributable to movements in working capital driven by the increase in net accounts receivable collections as compared to the prior year.

Cash Flows from Investing Activities

Net cash used in investing activities for the year ended December 31, 2020 was $15.0 million, a decrease of $10.3 million from the prior year as a response to the COVID-19 pandemic.

In addition, the Company used $7.1 million less of cash for purchases of property, plant and equipment and intangible assets in 2020 compared to 2019.

In 2019, the Company used $4.2 million for acquisitions, net of dispositions.

Net cash used in investing activities for the year ended December 31, 2021 was $18.6 million, an increase of $(3.6) million from the prior year as a response to the COVID-19 pandemic.

In addition, the Company used $3.5 million more cash for purchases of property, plant and equipment and intangible assets in 2021 compared to 2020.

Cash Flows from Financing Activities

Net cash used by financing activities for the year ended December 31, 2021 was $23.2 million, compared to $44.2 million for the year ended December 31, 2020.

During the year ended December 31, 2020, net repayment of debt was approximately $0.4 million higher compared to 2019.

In addition, for the year ended December 31, 2020 we incurred $1.2 million and $1.5 million of additional acquisition-related contingent consideration and financing costs compared to 2019, respectively offset by $2.7 million less taxes paid related to net share settlement of share-based awards.

During the year ended December 31, 2021, net repayment of debt and revolver was approximately $16.3 million higher compared to 2020.

In addition, for the year ended December 31, 2021 we incurred approximately $1.1 million less payments for contingent considerations, respectively offset by $0.9 million more taxes paid related to net share settlement of share-based awards.

Cash Balance and Credit Facility Borrowings

The terms of our Credit Agreement as modified and described in Note 11-Long-Term Debt of the Notes to Consolidated Financial Statements in this Annual Report, under the heading "Senior Credit Facility", the provisions of which are incorporated herein.

The terms of our Credit Agreement as modified are described in Note 11-Long-Term Debt of the Notes to Consolidated Financial Statements in this Annual Report, under the heading "Senior Credit Facility", the provisions of which are incorporated herein.

As of December 31, 2021, we had cash and cash equivalents totaling $24.1 million and available borrowing capacity of up to $26.2 million under our existing Credit Agreement.

Borrowings of $196.1 million and letters of credit of $4.3 million were outstanding under the Credit Agreement at December 31, 2021.

We finance our operations primarily through our existing cash

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balances, cash collected from operations, bank borrowings and lease financing.

We finance our operations primarily through our existing cash balances, cash collected from operations, bank borrowings and lease financing.

We believe these sources are sufficient to fund our operations for the foreseeable future.

See 11-Long-Term Debt to the consolidated financial statements for additional information.

See 11-Long-Term Debt of the notes to the consolidated financial statements for additional information.

As of December 31, 2021, we were in compliance with the terms of the Credit Agreement and will continuously monitor our compliance with the covenants contained in the Credit Agreement.

The May 2021 Amendment to our Credit Agreement reduced the borrowing capacity on our revolving loan line of credit to $150 million on December 31, 2021.

Additionally, quarterly payments on the term loan increased to $3.75 million through March 31, 2022, and to $5.0 million for each quarterly payment thereafter, with a final balloon payment at maturity.

Liquidity and Capital Resources Outlook

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Our cash capital expenditures, excluding acquisitions, for each of the years ended December 31, 2021 and 2020 were approximately 2.8% and 2.7% of revenues, respectively.

However, the current COVID-19 coronavirus pandemic will negatively impact our cash flow and our uses of cash, particularly if we experience a material reduction in our revenues due to ongoing actions taken to combat the spread of the virus.

However, the current COVID-19 coronavirus pandemic could negatively impact our cash flow and our uses of cash, particularly if we experience a material reduction in our revenues due to ongoing actions taken to combat the spread of the virus.

We continue to take steps to reduce spending and preserve cash.

As a result of restrictions in our credit agreement, as amended, we do not expect to make any acquisitions in 2022 other than small acquisitions with the banks’ approval.

We acquired one company during each of the years ended December 31, 2019 and 2018, for an aggregate cash outlay of $144.2 million.

We acquired one company during the year ended December 31, 2021, for an aggregate cash outlay of $0.4 million.

In some cases, additional equipment will be needed to upgrade the capabilities of these acquired companies.

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Other investments in infrastructure, training and software may also be required to match our growth, but we plan to continue using a disciplined approach to building our business.

In addition, we will use cash to fund our operating leases, finance leases, long-term debt repayments and various other obligations as they arise.

In addition, we will use cash to fund our operating leases, finance leases, long-term debt repayments and various other obligations as they arise as noted within Note 11-Long-Term Debt and Note 17 - Leases.

We also expect to use cash to support our working capital requirements for our operations, particularly in the event of further growth and due to the impacts of seasonality on our business.

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In the event additional funding is required, we may not be able to obtain bank credit arrangements or effect an equity or debt financing on acceptable terms.

Contractual Obligations

We generally do not enter into long-term minimum purchase commitments.

Our principal commitments, in addition to those related to our long-term debt discussed below, consist of obligations under facility leases for office space and equipment leases and contingent consideration obligations in connection with our acquisitions.

The following table summarizes our outstanding contractual obligations as of December 31, 2020:

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($ in thousands) Total 2021 2022 2023 2024 2025 Thereafter

Long-term debt (1)

$ 220,216 $ 10,678 $ 11,551 $ 194,191 $ 1,282 $ 799 $ 1,715

Finance lease obligations (2)

16,337 5,353 4,087 3,194 2,261 688 754

Right-of-use obligations (2)

56,440 12,588 10,495 8,907 7,042 5,150 12,258

Contingent consideration obligations (3)

1,640 1,300 340 — — — —

Purchase commitments (4)

1,250 1,250 — — — —

Total $ 295,883 $ 31,169 $ 26,473 $ 206,292 $ 10,585 $ 6,637 $ 14,727

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(1) Consists primarily of the principal portion of borrowings from our senior credit facility in connection with our acquisitions and includes the current portion outstanding.

(2) Includes minimum lease payments over the remaining terms of the leases.

(3) Fair value of payments deemed reasonably likely to occur in connection with our acquisitions.

(4) Consists of the remaining portion of a three-year cumulative agreement to purchase products from the buyer associated with the sale of a subsidiary.

Off-Balance Sheet Arrangements

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The preparation of financial statements in accordance with generally accepted accounting principles requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company has established policies and control procedures intended to ensure that estimation methods, including any judgments made as part of such methods, are well-controlled, independently reviewed and applied consistently from period to period.

We have established policies and control procedures intended to ensure that estimation methods, including any judgments made as part of such methods, are well-controlled, independently reviewed and applied consistently from period to period.

The accounting policies that we believe require more significant estimates and assumptions include:

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Revenue Recognition

The majority of the Company's revenues are derived from providing services on a time and material basis and are short-term in nature.

The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers.

The majority of our revenues are derived from providing services on a time and material basis and are short-term in nature.

We account for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers.

Performance Obligations

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The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and is, therefore, not distinct.

The Company provides highly integrated and bundled inspection services to its customers.

We provide highly integrated and bundled inspection services to its customers.

Some of our contracts have multiple performance obligations, most commonly due to the contract providing both goods and services.

For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract.

For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract.

The primary method used to estimate standalone selling price is a relative selling price based on price lists.

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Contract modifications are not routine in the performance of our contracts.

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Revenue is recognized over time based on time and material incurred to date which best portrays the transfer of control to the customer.

The Company also utilizes an available practical expedient that provides for revenue to be recognized in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date.

We also utilizes an available practical expedient that provides for revenue to be recognized in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date.

Fixed fee arrangements are determined based on expected labor, material, and overhead to be consumed on fulfillment of such services.

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Contract costs include labor, material and overhead.

The Company expects any significant remaining performance obligations to be satisfied within one year.

We expect any significant remaining performance obligations to be satisfied within one year.

Contract Estimates

The majority of our revenues are short-term in nature.

The Company has many Master Service Agreements (MSAs) that specify an overall framework and terms of contract when the Company and customers agree upon services or products to be provided.

We have many Master Service Agreements (MSAs) that specify an overall framework and terms of contract when the we and our customers agree upon services or products to be provided.

The actual contracting to provide services or furnish products are triggered by a work order, purchase order, or some similar document issued pursuant to a MSA which sets forth the scope of services and/or identifies the products to be provided.

From time-to-time, the Company may enter into long-term contracts, which can range from several months to several years.

From time-to-time, we may enter into long-term contracts, which can range from several months to several years.

Revenue on such long-term contracts is recognized as work is performed based on total costs incurred to date in relation to the total estimated costs for the performance of the contract at completion.

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As of December 31, 2021 and December 31, 2020, we had $86.6 million and $92.7 million in net property, plant and equipment, respectively, and $59.4 million and $68.6 million in intangible assets, net, respectively.

See Note 9-Intangible Assets to the consolidated financial statements for the 2020 impairment charge.

See Note 9-Intangible Assets to the consolidated financial statements for the impairment charge recorded in 2020.

Goodwill represents the excess purchase price of acquired businesses over the fair values attributed to underlying net tangible assets and identifiable intangible assets.

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Our annual impairment test is conducted on the first day of our fourth quarter, which is October 1.

Goodwill is also tested for impairment whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

In testing for goodwill impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

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As a result of our adopting ASU 2017-04, impairment will be recorded in the amount that fair value is less than carrying value, as the ASU eliminated step two of the goodwill quantitative impairment process.

We consider the income and market approaches to estimating the fair value of our reporting units, which requires significant judgment in evaluation of economic

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and industry trends, estimated future cash flows, discount rates and other factors.

We consider the income and market approaches to estimating the fair value of our reporting units, which requires significant judgment in evaluation of economic and industry trends, estimated future cash flows, discount rates and other factors.

Sustained declines in our stock price and related market capitalization could impact key assumptions in the overall estimated fair values of its reporting units and could result in non-cash impairment charges that could be material to our consolidated balance sheet or results of operations.

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These declines were driven in large part by the uncertainty surrounding the COVID-19 pandemic and other macroeconomic events such as the geopolitical tensions between OPEC and Russia.

Based on these factors, we concluded that multiple triggering events occurred and, accordingly, an interim quantitative goodwill impairment test was performed for each reporting unit as of March 31, 2020.

Based on these factors, we concluded that multiple triggering events occurred and, accordingly, an interim quantitative goodwill impairment test was performed as of the testing date for each reporting unit as of March 31, 2020 ("testing date").

During the first quarter of 2020, the Company also performed an analysis to determine any impairment of long-lived assets (see Note 9.

Intangible Assets ) based on the triggering events noted above.

Based upon the results of the interim quantitative goodwill impairment test during the first quarter of 2020, we recorded an aggregate impairment charge of $77.1 million, which included $57.2 million in the services reporting unit within the Services segment, and $19.3 million in the European reporting unit and $0.6 million in the Brazilian reporting unit, both within the International segment.

We elected to perform a qualitative assessment of goodwill on October 1, 2020.

Our qualitative assessment considered relevant events and circumstances occurring since our interim quantitative goodwill impairment test performed as of March 31, 2020.

Specifically, we considered changes in macroeconomic conditions, industry and market conditions, our internal forecasts of future revenue and expenses, our stock price, any significant events affecting the Company and actual changes in the carrying values of our net assets.

After considering all positive and negative evidence for the assessment as of October 1, 2020, we concluded that it was not more likely than not that our carrying values exceeded fair values and as such, no additional impairment was indicated.

Additionally, as of December 31, 2020, there are no indicators of an impairment.

See Note 8-Goodwill t o the consolidated financial statements for additional information regarding the 2020 impairment charge.

The Company performed an annual quantitative impairment test as of October 31, 2021 noting no indicators of impairment in any of the Company's reporting units.

Also, as of December 31, 2021, there are no indicators of an impairment.

See Note 8-Goodwill to the consolidated financial statements for additional information.

We allocate the purchase price of acquired businesses to their identifiable tangible assets and liabilities as well as identifiable intangible assets, such as customer relationships, technology, non-compete agreements and trade names.

Allocations are based on estimated fair values of assets and liabilities, which reflects assumptions that would be made by typical market participants if they were to buy or sell each asset on an individual asset basis.

Certain estimates and judgments are required in the application of the fair value techniques, including estimates of the respective acquisitions' future performance and related cash flows, selection of a discount rate and economic lives, and use of Level 3 measurements as defined in Accounting Standards Update ("ASC") 820 Fair Value Measurements and Disclosure.

Certain estimates and judgments are required in the application of the fair value techniques, including estimates of the respective acquisitions' future performance and related cash flows,

selection of a discount rate and economic lives, and use of Level 3 measurements as defined in Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosure.

Deferred taxes are recorded for any differences between the assigned values and tax bases of assets and liabilities.

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The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, could materially impact our results of operations.

See Note 7-Acquisitions and Disposition to the consolidated financial statements for additional information.

See Note 7-Acquisitions to the consolidated financial statements for additional information.

Recent Accounting Pronouncements

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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 7. Management’s Discussion and Analysis