Mistras Group, Inc. 10-Q

ITEM 1. Financial Statements Mistras Group, Inc. and Subsidiaries Unaudited Condensed Consolidated Balance Sheets ( in thousands, except share and per share data ) March 31, 2022 December 31, 2021 ASSETS (unaudited) Current Assets Cash and cash equivalents $ 19,921 $ 24,110 Accounts receivable, net 127,085 109,511 Inventories 12,589 12,686 Prepaid expenses and other current assets 11,709 15,031 Total current assets 171,304 161,338 Property, plant and equipment, net 83,689 86,578 Intangible assets, net 57,479 59,381 Goodwill 206,409 205,439 Deferred income taxes 2,225 2,174 Other assets 47,122 47,285 Total assets $ 568,228 $ 562,195 LIABILITIES AND EQUITY Current Liabilities Accounts payable $ 12,422 $ 12,870 Accrued expenses and other current liabilities 87,466 83,863 Current portion of long-term debt 21,336 20,162 Current portion of finance lease obligations 3,775 3,765 Income taxes payable 1,216 755 Total current liabilities 126,215 121,415 Long-term debt, net of current portion 187,478 182,403 Obligations under finance leases, net of current portion 9,552 9,752 Deferred income taxes 8,661 8,385 Other long-term liabilities 39,237 39,328 Total liabilities 371,143 361,283 Commitments and contingencies Equity Preferred stock, 10,000,000 shares authorized — — Common stock, $ 0.01 par value, 200,000,000 shares authorized, 29,720,443 and 29,546,263 shares issued and outstanding 297 295 Additional paid-in capital 239,656 238,687 Accumulated deficit ( 23,351 ) ( 17,988 ) Accumulated other comprehensive loss ( 19,756 ) ( 20,311 ) Total Mistras Group, Inc. stockholders’ equity 196,846 200,683 Non-controlling interests 239 229 Total equity 197,085 200,912 Total liabilities and equity $ 568,228 $ 562,195 The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements. 1 Table of Contents Mistras Group, Inc. and Subsidiaries Unaudited Condensed Consolidated Statements of Loss ( in thousands, except per share data ) Three months ended March 31, 2022 2021 Revenue $ 161,662 $ 153,735 Cost of revenue 115,758 108,243 Depreciation 6,012 5,491 Gross profit 39,892 40,001 Selling, general and administrative expenses 42,036 39,639 Legal settlement and insurance recoveries, net ( 841 ) 1,030 Research and engineering 551 727 Depreciation and amortization 2,795 3,074 Acquisition-related expense, net 49 277 Loss from operations ( 4,698 ) ( 4,746 ) Interest expense 1,938 3,213 Loss before benefit for income taxes ( 6,636 ) ( 7,959 ) Benefit for income taxes ( 1,283 ) ( 2,600 ) Net Loss ( 5,353 ) ( 5,359 ) Less: net income attributable to noncontrolling interests, net of taxes 10 3 Net Loss attributable to Mistras Group, Inc. $ ( 5,363 ) $ ( 5,362 ) Loss per common share Basic $ ( 0.18 ) $ ( 0.18 ) Diluted $ ( 0.18 ) $ ( 0.18 ) Weighted-average common shares outstanding: Basic 29,634 29,425 Diluted 29,634 29,425 The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements. 2 Table of Contents Mistras Group, Inc. and Subsidiaries Unaudited Condensed Consolidated Statements of Comprehensive Loss (in thousands ) Three months ended March 31, 2022 2021 Net Loss $ ( 5,353 ) $ ( 5,359 ) Other comprehensive loss: Foreign currency translation adjustments $ 555 $ ( 592 ) Comprehensive Loss ( 4,798 ) ( 5,951 ) Less: net income attributable to noncontrolling interest 10 3 Comprehensive loss attributable to Mistras Group, Inc. $ ( 4,808 ) $ ( 5,954 ) The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements. 3 Table of Contents Mistras Group, Inc. and Subsidiaries Unaudited Condensed Consolidated Statements of Equity ( in thousands ) Three months ended Common Stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Total Mistras Group, Inc. Stockholders’ Equity Noncontrolling Interest Shares Amount Total Equity Balance at December 31, 2021 29,546 $ 295 $ 238,687 $ ( 17,988 ) $ ( 20,311 ) $ 200,683 $ 229 $ 200,912 Net income (loss) — — — ( 5,363 ) — ( 5,363 ) 10 ( 5,353 ) Other comprehensive income, net of tax — — — — 555 555 — 555 Share-based payments — — 1,515 — — 1,515 — 1,515 Net settlement of restricted stock units 174 2 ( 546 ) — — ( 544 ) — ( 544 ) Balance at March 31, 2022 29,720 $ 297 $ 239,656 $ ( 23,351 ) $ ( 19,756 ) $ 196,846 $ 239 $ 197,085 Balance at December 31, 2020 29,234 $ 292 $ 234,638 $ ( 21,848 ) $ ( 16,061 ) $ 197,021 $ 198 $ 197,219 Net income (loss) — — — ( 5,362 ) — ( 5,362 ) 3 ( 5,359 ) Other comprehensive loss, net of tax — — — — ( 592 ) ( 592 ) — ( 592 ) Share-based payments — — 1,262 — — 1,262 — 1,262 Net settlement of restricted stock units 113 1 ( 487 ) — — ( 486 ) — ( 486 ) Balance at March 31, 2021 29,347 $ 293 $ 235,413 $ ( 27,210 ) $ ( 16,653 ) $ 191,843 $ 201 $ 192,044 The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements. 4 Table of Contents Mistras Group, Inc. and Subsidiaries Unaudited Condensed Consolidated Statements of Cash Flows (In Thousands) Three months ended March 31, 2022 2021 Cash flows from operating activities Net loss $ ( 5,353 ) $ ( 5,359 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Depreciation and amortization 8,807 8,565 Deferred income taxes 196 866 Share-based compensation expense 1,515 1,262 Fair value adjustments to contingent consideration 45 243 Foreign currency loss 686 455 Other 86 ( 48 ) Changes in operating assets and liabilities, net of effect of acquisitions and dispositions Accounts receivable ( 17,831 ) ( 5,417 ) Inventories ( 96 ) ( 87 ) Prepaid expenses and other assets 3,421 ( 4,944 ) Accounts payable ( 440 ) 942 Accrued expenses and other liabilities 3,605 6,881 Income taxes payable 493 ( 211 ) Payment of contingent consideration liability in excess of acquisition-date fair value ( 533 ) — Net cash provided by (used in) operating activities ( 5,399 ) 3,148 Cash flows from investing activities Purchase of property, plant and equipment ( 3,061 ) ( 4,003 ) Purchase of intangible assets ( 151 ) ( 350 ) Acquisition of business, net of cash acquired — ( 411 ) Proceeds from sale of equipment 475 588 Net cash used in investing activities ( 2,737 ) ( 4,176 ) Cash flows from financing activities Repayment of finance lease obligations ( 1,076 ) ( 1,069 ) Repayment of long-term debt ( 4,152 ) ( 2,323 ) Proceeds from revolver 26,000 23,000 Repayment of revolver ( 15,500 ) ( 17,750 ) Payment of contingent consideration for business acquisitions ( 405 ) ( 938 ) Taxes paid related to net share settlement of share-based awards ( 544 ) ( 485 ) Net cash provided by financing activities 4,323 435 Effect of exchange rate changes on cash and cash equivalents ( 376 ) ( 990 ) Net change in cash and cash equivalents ( 4,189 ) ( 1,583 ) Cash and cash equivalents at beginning of period 24,110 25,760 Cash and cash equivalents at end of period $ 19,921 $ 24,177 Supplemental disclosure of cash paid (received) Interest, net $ 1,711 $ 2,916 Income taxes, net of refunds $ ( 4,661 ) $ 2,877 Noncash investing and financing Equipment acquired through finance lease obligations $ 848 $ 643 . The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements. 5 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) 1. Description of Business and Basis of Presentation Description of Business Mistras Group, Inc. and subsidiaries (the Company) 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 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; inspecting components that are trusted for commercial, defense, and space craft; and building real-time monitoring equipment to enable safe travel across bridges, the Company helps the world at large. The Company enhances value for its clients by integrating asset protection throughout supply chains and centralizing integrity data through a suite of Industrial Internet of Things ("IoT")-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 (“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. Recent Developments The COVID-19 coronavirus (COVID-19) pandemic has continued to cause disruption and volatility in domestic and international markets although conditions continue to improve during 2022 as compared to 2021. The Company's businesses have been classified as non-healthcare critical infrastructure as defined by the U.S. Centers for Disease Control and Prevention (CDC). Our facilities, and the Company's customers facilities as well, have remained open with staffing modifications and precautionary procedures taken as necessary. Overall, the Company has taken actions to help ensure the health and safety of Company employees and those of its customers and suppliers; maintain business continuity and financial strength and stability; and serve 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 the operations of the Company's customers, suppliers and contractors beginning in the first quarter of 2020, and as a consequence, the Company's results of operations, were adversely impacted. These negative factors continue to cause volatility and uncertainty in the markets in which the Company operates, although the Company in 2022 has nevertheless begun approaching pre-pandemic levels of activity in certain end markets, particularly oil and gas where crude oil prices have exceeded pre-pandemic levels. The Company has eliminated substantially all of the cost reduction initiatives undertaken in 2020, including re-installment of the savings plan employer match and increasing wages back to pre-pandemic amounts. The Company is currently unable to predict with certainty the overall impact that the factors discussed above and the effect of the Russian-Ukrainian conflict may have on its business, results of operations or liquidity or in other ways which the Company cannot yet determine. To date, the Company's European operations have begun to see increased costs associated with higher energy costs, among others, due in part to the on-going conflict. The Company will continue to monitor market conditions and respond accordingly. 6 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) Basis of Presentation The Unaudited Condensed Consolidated Financial Statements contained in this report have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and Securities and Exchange Commission ("SEC") guidance allowing for reduced disclosure for interim periods. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods of the years ending December 31, 2022 and December 31, 2021. Certain items included in these statements are based on management’s estimates. Actual results may differ from those estimates. The results of operations for any interim period are not necessarily indicative of the results expected for the year. The accompanying Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the notes to the Audited Consolidated Financial Statements contained in the Company's 2021 Annual Report on Form 10-K ("2021 Annual Report"). Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of Mistras Group, Inc. as well as its wholly-owned subsidiaries, majority-owned subsidiaries and consolidated variable interest entities (VIE). For subsidiaries in which the Company’s ownership interest is less than 100%, the non-controlling interests are reported in stockholders’ equity in the accompanying Condensed Consolidated Balance Sheets. The non-controlling interests in net results, net of tax, is classified separately in the accompanying Unaudited Condensed Consolidated Statements of Loss. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations of companies acquired are included from the date of acquisition. Reclassification Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have a material effect on the Company's financial condition or results of operations as previously reported. Customers For each of the three months ended March 31, 2022 and 2021, no customer represented 10% or more of the Company's revenue. Significant Accounting Policies The Company’s significant accounting policies are disclosed in Note 1– Summary of Significant Accounting Policies and Practices in the 2021 Annual Report. On an ongoing basis, the Company evaluates its estimates and assumptions, including among other things, those related to revenue recognition, long-lived assets, goodwill and acquisitions. Since the date of the 2021 Annual Report, there have been no material changes to the Company's significant accounting policies. 7 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) Income Taxes Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of our assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. Our net deferred tax assets primarily consist of net operating loss carry forwards, or NOLs. A valuation allowance is provided if it is more likely than not that some or all of a deferred income tax asset will not be realized. A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the current and prior years. As of March 31, 2022, management concluded that it is more likely than not that a substantial portion of the Company's deferred tax assets will be realized. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company’s effective income tax rate was approximately 19.3 % and 32.7 % for the three months ended March 31, 2022 and 2021, respectively. The effective income tax rate benefit for the three months ended March 31, 2022 was lower than the statutory rate primarily due to the impact of an unfavorable discrete item related to stock compensation. The effective income tax rate for the three months ended March 31, 2021 was higher than the statutory rate due to the capitalization of certain non-US intercompany balances which resulted in a deductible foreign exchange loss in the US. Recent Accounting Pronouncements In March 2020 and updated in January 2021, the FASB issued ASU 2020-04 and 2021-01, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating applicable contracts and the available expedients provided by the new guidance. 2. Revenue The Company derives the majority of its revenue by 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 . Performance Obligations The Company provides highly integrated and bundled inspection services to its customers. The majority of the Company's 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. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the Company's 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. Contract modifications are not routine in the performance of the Company's contracts. Generally, when contracts are modified, the modification is to account for changes in scope to the goods and services that are provided. In most instances, contract modifications are for goods or services that are distinct, and, therefore, are accounted for as a separate contract. The Company's performance obligations are satisfied over time as work progresses or at a point in time. The majority of the Company's revenue is recognized over time as work progresses for the Company's service deliverables, which includes providing testing, inspection and mechanical services to our customers. 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 8 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) 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. For these arrangements, revenue is recognized on a cost-to-cost method tracked on an input basis. The majority of our revenue recognized at a point in time is related to product sales when the customer obtains control of the asset, which is generally upon shipment to the customer. Contract costs include labor, material and overhead. The Company expects any significant remaining performance obligations to be satisfied within one year . Contract Estimates The majority of the Company's revenues are short-term in nature. The Company enters into master service agreements (MSAs) with customers that specify an overall framework and contract terms. 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 longer-term contracts, which can range from several months to several years. Revenue on certain 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. This includes contract estimates of costs to be incurred for the performance of the contract. Cost estimation is based upon the professional knowledge and experience of the Company's project managers, engineers and financial professionals. Factors that are considered in estimating the work to be completed include the availability of materials, the effect of any delays in the Company's project performance and the recoverability of any claims. Whenever revisions of estimates, contract costs and/or contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. 9 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) Revenue by Category The following series of tables present the Company's disaggregated revenue: Revenue by industry was as follows: Three Months Ended March 31, 2022 Services International Products Corp/Elim Total Oil & Gas $ 86,613 $ 7,572 $ 38 $ — $ 94,223 Aerospace & Defense 15,022 4,940 108 — 20,070 Industrials 9,007 5,528 502 — 15,037 Power generation & Transmission 3,822 2,562 845 — 7,229 Other Process Industries 10,293 3,518 1 — 13,812 Infrastructure, Research & Engineering 2,506 2,039 897 — 5,442 Petrochemical 3,045 78 — — 3,123 Other 2,638 1,901 545 ( 2,358 ) 2,726 Total $ 132,946 $ 28,138 $ 2,936 $ ( 2,358 ) $ 161,662 Three Months Ended March 31, 2021 Services International Products Corp/Elim Total Oil & Gas $ 79,220 $ 7,936 $ 56 $ — $ 87,212 Aerospace & Defense 11,823 4,317 35 — 16,175 Industrials 8,819 4,849 327 — 13,995 Power generation & Transmission 5,534 1,978 759 — 8,271 Other Process Industries 7,856 2,912 9 — 10,777 Infrastructure, Research & Engineering 3,169 3,756 1,144 — 8,069 Petrochemical 5,464 72 — 5,536 Other 2,413 1,828 658 ( 1,199 ) 3,700 Total $ 124,298 $ 27,648 $ 2,988 $ ( 1,199 ) $ 153,735 Revenue per key geographic location was as follows: Three Months Ended March 31, 2022 Services International Products Corp/Elim Total United States $ 113,935 $ 173 $ 1,351 $ ( 655 ) $ 114,804 Other Americas 18,052 1,341 16 ( 609 ) 18,800 Europe 744 25,920 580 ( 924 ) 26,320 Asia-Pacific 215 704 989 ( 170 ) 1,738 Total $ 132,946 $ 28,138 $ 2,936 $ ( 2,358 ) $ 161,662 Three Months Ended March 31, 2021 Services International Products Corp/Elim Total United States $ 104,546 $ 208 $ 1,460 $ ( 391 ) $ 105,823 Other Americas 18,878 1,177 67 ( 63 ) 20,059 Europe 294 25,894 460 ( 612 ) 26,036 Asia-Pacific 580 369 1,001 ( 133 ) 1,817 Total $ 124,298 $ 27,648 $ 2,988 $ ( 1,199 ) $ 153,735 10 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheets. Amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, generally at periodic intervals (e.g., weekly, bi-weekly or monthly). Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, the Company sometimes receives advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are aggregated on an individual contract basis and reported on the Consolidated Balance Sheets at the end of each reporting period within accounts receivable, net or accrued expenses and other current liabilities. Revenue recognized during the three months ended March 31, 2022 and 2021 that was included in the contract liability balance at the beginning of such year was $ 2.2 million and $ 1.9 million for each period. Changes in the contract asset and liability balances during these periods were not materially impacted by any other factors. The Company applies a practical expedient to expense incremental costs incurred related to obtaining a contract. The Company’s expenses are expected to be amortized over a period less than one year . 3. Share-Based Compensation The Company has share-based incentive awards outstanding to its eligible employees and non-employee directors under two equity incentive plans: (i) the 2009 Long-Term Incentive Plan (the "2009 Plan") and (ii) the 2016 Long-Term Incentive Plan (the "2016 Plan"). No further awards may be granted under the 2009 Plan, and the remaining stock option award granted under the 2009 Plan expired during the three months ended March 31, 2022. Awards granted under the 2016 Plan may be in the form of stock options, restricted stock units and other forms of share-based incentives, including performance restricted stock units, stock appreciation rights and deferred stock rights. At the annual shareholders meeting on May 19, 2020, the Company’s shareholders approved an amendment to increase the total number of shares that may be issued under the 2016 Plan by 2.0 million, for a total of 3.7 million shares that are authorized for issuance under the 2016 Plan, of which 383,743 shares were available for future grants as of March 31, 2022. Stock Options For each of the three months ended March 31, 2022 and 2021, the Company did no t recognize any share-based compensation expense related to the stock option award, as the one outstanding stock option award was already fully vested. No unrecognized compensation costs remained related to the stock option award as of March 31, 2022. The following table sets forth a summary of the stock option activity, weighted-average exercise prices and options outstanding as of March 31, 2022 and 2021: Three months ended March 31, 2022 2021 Common Stock Options Weighted Average Exercise Price Common Stock Options Weighted Average Exercise Price Outstanding at beginning of period: 5 $ 22.35 5 $ 22.35 Granted — $ — — $ — Exercised — $ — — $ — Expired or forfeited ( 5 ) $ 22.35 — $ — Outstanding at end of period: — $ — 5 $ 22.35 11 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) Restricted Stock Unit Awards For the three months ended March 31, 2022 and March 31, 2021, the Company recognized share-based compensation expense related to restricted stock unit awards of $ 0.9 million and $ 0.9 million, respectively. As of March 31, 2022, there was $ 9.6 million of unrecognized compensation costs, net of estimated forfeitures, related to restricted stock unit awards, which is expected to be recognized over a remaining weighted-average period of 3.1 years. Upon vesting, restricted stock units are generally net share-settled to cover the required withholding tax and the remaining amount is converted into an equivalent number of shares of common stock. A summary of the vesting activity of restricted stock unit awards, with the respective fair value of the awards, is as follows: Three months ended March 31, 2022 2021 Restricted stock awards vested 226 111 Fair value of awards vested $ 1,502 $ 1,189 A summary of the fully-vested common stock the Company issued to its six non-employee directors, in connection with its non-employee director compensation plan, is as follows: Three months ended March 31, 2022 2021 Awards issued 34 25 Grant date fair value of awards issued $ 225 $ 258 A summary of the Company's outstanding, non-vested restricted share units is as follows: Three months ended March 31, 2022 2021 Units Weighted Average Grant-Date Fair Value Units Weighted Average Grant-Date Fair Value Outstanding at beginning of period: 1,208 $ 7.96 1,076 $ 7.41 Granted 675 $ 7.65 519 $ 10.06 Released ( 226 ) $ 13.73 ( 111 ) $ 15.90 Forfeited ( 7 ) $ 10.50 ( 10 ) $ 8.69 Outstanding at end of period: 1,650 $ 7.16 1,474 $ 7.70 Performance Restricted Stock Units The Company maintains Performance Restricted Stock Units (PRSUs) that have been granted to select executives and senior officers whose ultimate payout is based on the Company’s performance over a one-year period based on specific metrics approved by the Compensation Committee of the Board of Directors of the Company. For 2021, the Compensation Committee made changes to the Company’s equity incentive compensation plan for its executive officers and approved the new target awards for 2021. For 2021, the three metrics were: 1. Free Cash Flow net cash provided by operating activities less purchases of property, plant, equipment and intangible assets and is subject to adjustments approved by the Compensation Committee. 2. Adjusted EBITDA defined as net income attributable to the Company plus: interest expense, provision for income taxes, depreciation and amortization, share-based compensation expense and certain acquisition related costs (including transaction due diligence costs and adjustments to the fair value of contingent consideration), foreign exchange (gain) loss and, if applicable, certain special items which are noted). 3. Total Shareholder Return (TSR) measures the total return to shareholders of the Company during 2021 versus the total return to the shareholders of a predefined peer group of companies that provide inspection, testing, certification or similar industrial services. The return will be measured by the year over year percent change in share price. The share prices used to calculate the return are the average share price during the 20 -trading day period ending on the initial 12 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) measurement date (the last 20 trading days of 2020), compared to the average share price during the 20 -trading day period ending on the final measurement date (the last 20 trading days of 2021). Any cash dividends or distributions paid in 2021 will be added to calculate the return to shareholders during the year. TSR is considered a market condition for which the fair value of PRSUs with this condition is determined using a Monte Carlo valuation model. Key assumptions in the Monte Carlo valuation model included: a. Expected Volatility. Expected volatility of the Company’s common stock at the date of grant was estimated based on a historical average volatility rate for the approximate 1-year performance period. b. Dividend Yield . The dividend yield assumption was based on historical and anticipated dividend payouts (assumed at zero ). c. Risk-Free Interest Rate . The risk-free interest rate assumption was based on observed interest rates consistent with the approximate 1-year performance measurement period. For 2022, the Compensation Committee retained the Company's prior year equity incentive compensation plan for its executive officers including utilizing the same metrics, as defined above, and approved the new target awards for 2022. PRSUs are equity-classified and compensation costs are initially measured using the fair value of the underlying stock at the date of grant. Compensation costs related to the PRSUs are subsequently adjusted for changes in the expected outcomes of the performance conditions. Compensation cost related to the PRSUs with a market condition is not reversed if the market condition is not achieved, provided the employee requisite service has been rendered. PRSUs generally vest ratably on each of the first four anniversary dates upon completion of the performance period, for a total requisite service period of up to five years and have no dividend rights. A summary of the Company's PRSU activity is as follows: Three months ended March 31, 2022 2021 Units Weighted Average Grant-Date Fair Value Units Weighted Average Grant-Date Fair Value Outstanding at beginning of period: 388 $ 10.07 333 $ 8.84 Granted 341 $ 6.55 189 $ 12.59 Performance condition adjustments ( 56 ) $ 10.47 ( 125 ) $ 3.68 Released ( 17 ) $ 6.85 ( 22 ) $ 13.63 Forfeited — $ — — $ — Outstanding at end of period: 656 $ 12.18 375 $ 12.18 During the three months ended March 31, 2022 and March 31, 2021, the Compensation Committee approved the final calculation of the award metrics for calendar year 2021 and 2020, respectively. As a result, the calendar year 2022 PRSUs decreased by approximately 56,000 units as a result of the final calculation of award metrics. For the three months ended March 31, 2022 and March 31, 2021, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $ 0.3 million and $ 0.1 million, respectively. At March 31, 2022, there was $ 2.6 million of total unrecognized compensation costs related to approximately 656,000 non-vested PRSUs, which is expected to be recognized over a remaining weighted-average period of 2.5 years. 4. Earnings (loss) per Share Basic earnings (loss) per share is computed by dividing net loss by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net loss by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, and (2) the dilutive effect of assumed conversion of equity awards using the treasury stock method. With respect to the number of weighted-average shares outstanding (denominator), diluted shares reflects: (i) the exercise of options to acquire common stock to the extent that the options’ exercise prices are less than the average market price of common shares during the period and (ii) the pro forma vesting of restricted stock units. 13 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) The following table sets forth the computations of basic and diluted loss per share: Three months ended March 31, 2022 2021 Basic loss per share Numerator: Net loss attributable to Mistras Group, Inc. $ ( 5,363 ) $ ( 5,362 ) Denominator: Weighted average common shares outstanding 29,634 29,425 Basic loss per share $ ( 0.18 ) $ ( 0.18 ) Diluted loss per share: Numerator: Net loss attributable to Mistras Group, Inc. $ ( 5,363 ) $ ( 5,362 ) Denominator: Weighted average common shares outstanding 29,634 29,425 Dilutive effect of stock options outstanding — — Dilutive effect of restricted stock units outstanding (1) — — 29,634 29,425 Diluted loss per share $ ( 0.18 ) $ ( 0.18 ) _______________ (1) For the three months ended March 31, 2022 and 2021, 1,212,000 and 509,000 shares, respectively, related to restricted stock were excluded from the calculation of diluted EPS due to the net loss for the period. 5. Acquisitions Acquisition-Related Expense In the course of its acquisition activities, the Company incurs costs in connection with due diligence, such as professional fees, and other expenses. Additionally, the Company adjusts the fair value of acquisition-related contingent consideration liabilities on a quarterly basis. These amounts are reported as Acquisition-related expense, net on the Unaudited Condensed Consolidated Statements of Loss and were as follows for the three months ended March 31, 2022 and 2021: Three months ended March 31, 2022 2021 Due diligence, professional fees and other transaction costs $ 4 $ 34 Adjustments to fair value of contingent consideration liabilities 45 243 Acquisition-related expense, net $ 49 $ 277 The Company's contingent consideration liabilities are included in Accrued expenses and other current liabilities and Other long-term liabilities on the Condensed Consolidated Balance Sheets. 6. Accounts Receivable, net Accounts receivable consisted of the following: 14 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) March 31, 2022 December 31, 2021 Trade accounts receivable $ 130,504 $ 112,739 Allowance for credit losses ( 3,419 ) ( 3,228 ) Accounts receivable, net $ 127,085 $ 109,511 The Company had $ 23.7 million and $ 11.9 million of unbilled revenue accrued as of March 31, 2022 and December 31, 2021, respectively. These amounts are included in the trade accounts receivable balances above. Unbilled revenue is generally billed in the subsequent quarter to their revenue recognition. The Company considers unbilled receivables as short-term in nature as they are normally converted to trade receivables within 90 days, thus future changes in economic conditions will not have a significant effect on the credit loss estimate. The Company was contracted to perform inspections of welds on various pipeline projects in Texas for a customer. As of December 31, 2019, approximately $ 1.4 million of past due receivables were outstanding from this customer. The Company received notice from the customer in December 2019, alleging that the work performed was not in compliance with the contract. The Company recorded a full reserve for this receivable during 2019 and the status of this situation has not changed since 2019. See Note 14- Commitments and Contingencies for additional details. 7. Property, Plant and Equipment, net Property, plant and equipment consisted of the following: Useful Life (Years) March 31, 2022 December 31, 2021 Land $ 2,766 $ 2,762 Buildings and improvements 30 - 40 24,725 24,787 Office furniture and equipment 5 - 8 19,721 16,620 Machinery and equipment 5 - 7 245,003 250,166 292,215 294,335 Accumulated depreciation and amortization ( 208,526 ) ( 207,757 ) Property, plant and equipment, net $ 83,689 $ 86,578 Depreciation expense for the three months ended March 31, 2022 and 2021 was approximately $ 6.6 million and $ 6.1 million, respectively. 8. Goodwill Changes in the carrying amount of goodwill by segment is shown below: Services International Products and Systems Total Balance at December 31, 2021 $ 190,656 $ 14,783 $ — $ 205,439 Foreign currency translation 1,219 ( 249 ) 970 Balance at March 31, 2022 $ 191,875 $ 14,534 $ — $ 206,409 The Company reviews goodwill for impairment on a reporting unit basis on October 1 of each year and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. 15 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) The Company performed a quantitative annual impairment test as of October 1, 2021 and the Company did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable. Additionally, through March 31, 2022, the Company did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable. Significant adverse changes in future periods could negatively affect the Company's key assumptions and may result in future goodwill impairment charges which could be material. 9. Intangible Assets The gross amount, accumulated amortization and net carrying amount of intangible assets were as follows: March 31, 2022 December 31, 2021 Useful Life (Years) Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships 5 - 18 $ 111,883 $ ( 81,572 ) $ 30,311 $ 112,109 $ ( 80,319 ) $ 31,790 Software/Technology 3 - 15 52,895 ( 27,307 ) 25,588 52,265 ( 26,415 ) 25,850 Covenants not to compete 2 - 5 12,644 ( 12,450 ) 194 12,623 ( 12,390 ) 233 Other 2 - 12 10,599 ( 9,213 ) 1,386 10,574 ( 9,066 ) 1,508 Total $ 188,021 $ ( 130,542 ) $ 57,479 $ 187,571 $ ( 128,190 ) $ 59,381 Amortization expense for the three months ended March 31, 2022 and 2021 was approximately $ 2.4 million and $ 2.5 million, respectively. 10. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: March 31, 2022 December 31, 2021 Accrued salaries, wages and related employee benefits $ 34,423 $ 33,816 Contingent consideration, current portion 981 1,830 Accrued workers’ compensation and health benefits 4,314 3,994 Deferred revenue 7,578 6,202 Pension accrual 2,519 2,519 Right-of-use liability - Operating 10,278 10,040 Other accrued expenses 27,373 25,462 Total $ 87,466 $ 83,863 16 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) 11. Long-Term Debt Long-term debt consisted of the following: March 31, 2022 December 31, 2021 Senior credit facility $ 130,000 $ 119,500 Senior secured term loan, net of unamortized debt issuance costs of $ 0.2 million and $ 0.2 million, respectively 72,949 76,673 Other 5,865 6,392 Total debt 208,814 202,565 Less: Current portion ( 21,336 ) ( 20,162 ) Long-term debt, net of current portion $ 187,478 $ 182,403 Senior Credit Facility The Company has a credit agreement with its banking group (as amended, the "Credit Agreement") which provides the Company with a revolving line of credit and a $ 100 million senior secured term loan A facility with a balance of $ 72.9 million as of March 31, 2022. Pursuant to the Amendment described below, the revolving line of credit was reduced from $ 155 million to $ 150 million on December 31, 2021. Both the revolving line of credit and the term loan A facility under the Credit Agreement have a maturity date of December 12, 2023. On May 19, 2021, the Company entered into the Fifth Amendment (the “Amendment”) to the Credit Agreement. The Amendment made the following changes: • Removed the LIBOR floor of 1.0 %, which provided that if LIBOR is below 1.0 %, the interest rate will be calculated as if LIBOR is 1.0 %. Now the actual LIBOR rate is used to calculate interest, even if LIBOR is below 1.0 %. The LIBOR margins and base rate margins are unchanged but are based upon the new Total Consolidated Debt Leverage Ratio (defined below); previously the margin was based upon the Funded Debt Leverage Ratio. • Requires the Company to maintain a Total Consolidated Debt Leverage Ratio not to exceed 4.0 to 1.0 as of the end of each quarter through the quarter ending March 31, 2022, and for each quarter thereafter the ratio shall not exceed 3.5 to 1.0. ◦ Total Consolidated Debt Leverage Ratio means the ratio of (a) Total Consolidated Debt to (b) EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters ◦ Total Consolidated Debt means all indebtedness (including subordinated debt) of the Company on a consolidated basis (with a limited exception). • If the Company incurs certain subordinated debt or other permitted indebtedness, then the Company must maintain a Total Consolidated Debt Leverage Ratio not to exceed 4.5 to 1.0 and maintain a ratio of Senior Debt to EBITDA not to exceed 3.5 to 1.0, with Senior Debt being Total Consolidated Debt, less permitted subordinated debt. • The Company must repay loans under the Credit Agreement with the net proceeds from certain dispositions of assets under certain circumstances and limits investments in non-guarantor subsidiaries under certain circumstances if the Company's Total Consolidated Leverage Ratio is above 3.5 to 1.0. • Quarterly payments on the term loan increased to $ 3.75 million through March 31, 2022, then to $ 5.0 million for each quarterly payment thereafter and a final balloon payment at maturity. As a result of the borrowing capacity reduction on the revolving loan line of credit, the Company expensed $ 0.1 million in unamortized capitalized debt issuance costs during the year ended December 31, 2021, which was included in selling, general and administrative expenses on the Consolidated Statements of Loss. The Company incurred $ 0.5 million in financing costs for the Amendment, of which $ 0.2 million of third-party costs were expensed and included in selling, general and administrative expenses on the Consolidated Statements of Loss. 17 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) Under the Credit Agreement, the Company may borrow up to $ 100 million in non-U.S. Dollar currencies and use up to $ 20 million of the credit limit for the issuance of letters of credit. As of March 31, 2022, the Company had borrowings of $ 203.1 million and a total of $ 3.3 million of letters of credit outstanding under the Credit Agreement. The Company has capitalized costs associated with debt modifications of $ 0.8 million as of March 31, 2022, which is included in Other Assets on the Condensed Consolidated Balance Sheets and will be amortized into interest expense over the remaining term of the Credit Agreement through December 12, 2023 As of March 31, 2022, the Company was in compliance with the terms of the Credit Agreement. The Company continuously monitors compliance with the covenants contained in its Credit Agreement. The Company believes that it is probable that the Company will be able to comply with the financial covenants in the Credit Agreement and that sufficient credit remains available under the Credit Agreement to meet the Company's liquidity needs. However, due to the uncertainties being caused by the COVID-19 pandemic, the significant volatility in oil prices, and volatility in the aerospace production, such matters cannot be predicted with certainty. Other debt The Company's other debt includes bank financing provided at the local subsidiary level used to support working capital requirements and fund capital expenditures. At March 31, 2022, there was an aggregate of approximately $ 5.9 million outstanding, payable at various times through 2030. Monthly payments range from $ 0.4 thousand to $ 16 thousand and interest rates range from 0.4 % to 3.5 %. 12. Fair Value Measurements The Company performs fair value measurements in accordance with the guidance provided by ASC 820, Fair Value Measurements and Disclosures . ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a three level hierarchy that prioritizes the inputs used to measure fair value. Financial instruments measured at fair value on a recurring basis The fair value of contingent consideration liabilities was estimated using a discounted cash flow technique with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include the probability assessments of expected future cash flows related to the acquisitions, appropriately discounted considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the applicable acquisition agreements. The following table represents the changes in the fair value of Level 3 contingent consideration: Three months ended March 31, 2022 2021 Beginning balance $ 1,831 $ 1,640 Acquisitions — — Payments ( 938 ) ( 938 ) Accretion of liability — — Revaluation 45 243 Foreign currency translation — — Ending balance $ 938 $ 945 Financial instruments not measured at fair value on a recurring basis The Company has evaluated current market conditions and borrower credit quality and has determined that the carrying value of its long-term debt approximates fair value. The fair value of the Company’s notes payable and finance lease obligations 18 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) approximates their carrying amounts based on anticipated interest rates which management believes would currently be available to the Company for similar issuances of debt. 13. Leases The Company’s Condensed Consolidated Balance Sheets include the following related to right-of-use ("ROU") operating leases: Leases Classification March 31, 2022 December 31, 2021 Assets ROU assets Other Assets $ 42,505 $ 42,451 Liabilities ROU - current Accrued expenses and other current liabilities $ 10,278 $ 10,040 ROU liability - long-term Other long-term liabilities 33,719 34,030 Total ROU liabilities $ 43,997 $ 44,070 Included within the balance of operating leases is a lease for the Company’s headquarters which is with a related party. The ROU liability for this facility was approximately $ 2.4 million and $ 2.9 million as of March 31, 2022 and December 31, 2021, respectively. Total rent payments for this facility were approximately $ 0.3 million and $ 0.5 million for the three months ended March 31, 2022 and March 31, 2021, respectively. An agreement was reached with the related party to reduce rental payments by 12.5 % for the lease of the Company’s headquarters, effective February 2022 as part of a voluntary reduction. The total ROU assets attributable to finance leases were approximately $ 13.4 million and $ 13.8 million as of March 31, 2022 and December 31, 2021, respectively, which is included in Property, plant, and equipment, net on the Condensed Consolidated Balance Sheets. The components of lease costs were as follows: Three months ended March 31, Classification 2022 2021 Finance lease expense Amortization of ROU assets Depreciation and amortization $ 1,012 $ 1,060 Interest on lease liabilities Interest expense 158 192 Operating lease expense Cost of revenue; Selling, general & administrative expenses 3,198 3,302 Short-term lease expense Cost of revenue; Selling, general & administrative expenses 6 6 Variable lease expense Cost of revenue; Selling, general & administrative expenses 539 867 Total $ 4,913 $ 5,427 19 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) Additional information related to leases was as follows: Three months ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities for finance and operating leases Finance - financing cash flows $ 1,076 $ 1,069 Finance - operating cash flows 158 192 Operating - operating cash flows 3,163 3,322 ROU assets obtained in the exchange for lease liabilities Finance leases $ 848 $ 643 Operating leases 2,772 1,004 Weighted-average remaining lease term (in years) Finance leases 5.3 5.6 Operating leases 5.2 5.6 Weighted-average discount rate Finance leases 5.2 % 5.5 % Operating leases 5.5 % 5.7 % Maturities of lease liabilities as of March 31, 2022 were as follows: Finance Operating Remainder of 2022 $ 4,515 $ 9,113 2023 3,990 11,252 2024 3,062 9,083 2025 1,471 6,763 2026 823 5,074 Thereafter 482 9,191 Total 14,343 50,476 Less: Present value discount 1,016 6,479 Lease liability $ 13,327 $ 43,997 14. Commitments and Contingencies Legal Proceedings and Government Investigations The Company is periodically involved in lawsuits, investigations and claims that arise in the ordinary course of business. The Company cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against it. Except for possible losses from the matters described below, the Company does not believe that any currently pending or threatened legal proceeding to which the Company is or is likely to become a party will have a material adverse effect on its business, results of operations, cash flows or financial condition. The costs incurred by the Company to defend lawsuits, investigations and claims and amounts the Company pays to other parties because of these matters may be covered by insurance in some circumstances. 20 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) Litigation and Commercial Claims The Company was contracted to perform inspections of welds on various pipeline projects in Texas for a customer. As of March 31, 2022, approximately $ 1.4 million of past due receivables were outstanding from this customer. The customer provided the Company with notice in December 2019, alleging that the Company’s inspection of 66 welds (out of approximately 16,000 welds inspected) were not in compliance with the contract, claimed approximately $ 7.6 million in damages, and requested that the Company pay these damages and any other damages incurred. The Company filed a lawsuit in the District Court of Bexar County, Texas, 37th Judicial District, in an action captioned Mistras Group, Inc. v. Epic Y-Grade Pipeline LP, to recover the $ 1.4 million and other amounts due to the Company. The customer filed a counterclaim, alleging breach of contract and seeking recovery of its alleged damages. The Company believes that any successful claim by the customer regarding the Company’s workmanship will be covered by insurance, subject to payment of a deductible. At this time, the Company is unable to determine whether it has any liability in connection with this matter and if so, the amount or range of any such liability, and accordingly, has not established any accruals for this matter. Accordingly, the Company recorded a reserve in the amount of $ 1.4 million during the twelve months ended December 31, 2019 for these past due receivables. Two proceedings have been filed in California Superior Court for the County of Los Angeles regarding alleged violations of the California Labor Code. Both cases are captioned Justin Price v. Mistras Group, Inc. , one being a purported class action lawsuit on behalf of current and former Mistras employees in California and the other was filed on behalf of the State of California under the California Private Attorney General Act on the basis of the same alleged violations. The two cases have been consolidated and are requesting payment of all damages, including unpaid wages, and various fines and penalties available under California law. On May 4, 2021, the Company agreed to a settlement of all claims in the cases, which was more formally documented pursuant to a settlement agreement completed October 5, 2021. Pursuant to the settlement, the Company will pay $ 2.3 million to resolve the allegations in these proceedings and will be responsible for the employer portion of payroll taxes on the amount of the settlement allocated to wages. The settlement is subject to court approval and will cover claims for the period from June 2016 through July 31, 2021. The Company recorded expense of approximately $ 1.6 million during the three months ended March 31, 2021 related to this settlement, which is in addition to expense of $ 0.8 million the Company recorded during the three months ended December 31, 2020. Pension Related Contingencies Certain of Company’s subsidiaries had significant reductions in their unionized workers in 2018. The collective bargaining agreements for these employees required contributions for these employees to national multi-employer pension funds. The reduction in employees resulted in a subsidiary incurring a complete withdrawal to one of the pension funds under the Employee Retirement Income Security Act of 1974 ("ERISA"), which was fully satisfied in 2019. The Company has determined that the subsidiary is likely to incur partial or complete withdrawal liability to the other pension fund. The balance of the estimated total amount of this potential liability as of March 31, 2022 is approximately $ 2.5 million, which were incurred in 2018 and 2019. Severance and labor disputes During December 2019, the Company executed an agreement to sell the rights of certain customer "staff leasing" contracts related to its German subsidiary for total consideration of approximately $ 0.1 million, effective January 1, 2020. No other assets or liabilities other than those employee benefits related to employees working on the customer contracts were included in the sale. As of March 31, 2022, the Company has approximately $ 0.1 million of accrued estimated severance payment obligations, which takes into account the Company's estimate with respect to the employees that have been or will be transitioned to the German subsidiaries' other customers. The $ 0.2 million of estimated obligations is net of $ 0.4 million in payments made and $ 1.0 million in reversals due to employees being transitioned to customer contracts. The Company was entitled to indemnification on certain labor claims from the sellers of a company acquired by its Brazilian subsidiary. The Company and the sellers entered into a settlement agreement for approximately $ 1.0 million, which provided for payment in two installments, the first for approximately 31 % of the settlement and the second for the remaining 69 %. The first installment in the amount of approximately $ 0.3 million was paid by the sellers in December 2020 and the Company recognized that amount as a gain in selling, general and administrative expenses in the same period. The remaining payment for $ 0.6 million was received in the first quarter of 2021 and the Company recognized that amount as a gain in selling, general and administrative expenses in the same period. 21 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) Acquisition and disposition related contingencies The Company is liable for contingent consideration in connection with certain of its acquisitions. As of March 31, 2022, total potential acquisition-related contingent consideration ranged from zero to approximately $ 1.9 million and would be payable upon the achievement of specific performance metrics by certain of the acquired companies over the next six months . During 2018, the Company sold a subsidiary in the Products and Systems segment. As part of the sale, the Company entered into a three-year agreement to purchase products from the buyer, with a cumulative commitment of $ 2.3 million, of which $ 0.9 million is remaining as of March 31, 2022. The agreement is based on third-party pricing and the Company's planned purchase requirements over the three-year purchase period to meet the minimum contractual purchases. On August 3, 2021, the Company entered into an agreement and extended the period by twelve months . As of March 31, 2022, approximately $ 0.9 million is remaining on the amended purchase commitment. The agreement is based on third party pricing and the Company's planned purchase requirements over the duration of the extension to meet the minimum contractual purchases. 15. Segment Disclosure The Company’s three operating segments are: • Services. This segment 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 safety, structural integrity and reliability of critical energy, industrial and public infrastructure and commercial aerospace components. Software, digital and data services are included in this segment. • International. This segment 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. This segment designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States. Costs incurred for general corporate services, including finance, legal, and certain other costs that are provided to the segments are reported within Corporate and eliminations. During the first quarter of 2022 the Company finalized a transfer pricing study which resulted in additional costs being allocated from Corporate to the operating segments with the majority of the costs allocated to the Services segment. These costs are reflected in operating income (loss) of each segment. Sales to the International segment from the Products and Systems segment and subsequent sales by the International segment of the same items are recorded and reflected in the operating performance of both segments. Additionally, engineering charges and royalty fees charged to the Services and International segments by the Products and Systems segment are reflected in the operating performance of each segment. The accounting policies of the reportable segments are the same as those described in Note 1 - Description of Business and Basis of Presentation . Segment income from operations is one of the primary performance measures used by the chief operating decision maker, to assess the performance of each segment and make resource allocation decisions. Certain general and administrative costs such as human resources, information technology and training are allocated to the segments. Segment income from operations excludes interest and other financial charges and income taxes. Corporate and other assets are comprised principally of cash, deposits, property, plant and equipment, domestic deferred taxes, deferred charges and other assets. Corporate loss from operations consists of administrative charges related to corporate personnel and other charges that cannot be readily identified for allocation to a particular segment. 22 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) Selected consolidated financial information by segment for the periods shown was as follows: (with intercompany transactions eliminated in Corporate and eliminations) Three months ended March 31, 2022 2021 Revenue Services $ 132,946 $ 124,298 International 28,138 27,648 Products and Systems 2,936 2,988 Corporate and eliminations ( 2,358 ) ( 1,199 ) $ 161,662 $ 153,735 Three months ended March 31, 2022 2021 Gross profit Services $ 30,526 $ 31,076 International 8,190 7,625 Products and Systems 1,168 1,281 Corporate and eliminations 8 19 $ 39,892 $ 40,001 Income (loss) from operations by operating segment includes intercompany transactions, which are eliminated in Corporate and eliminations. Three months ended March 31, 2022 2021 Income (loss) from operations Services $ 3,761 $ 4,548 International 284 ( 820 ) Products and Systems ( 582 ) ( 581 ) Corporate and eliminations ( 8,161 ) ( 7,893 ) $ ( 4,698 ) $ ( 4,746 ) Three months ended March 31, 2022 2021 Depreciation and amortization Services $ 6,593 $ 6,114 International 2,058 2,210 Products and Systems 218 228 Corporate and eliminations ( 62 ) 13 $ 8,807 $ 8,565 23 Table of Contents Mistras Group, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (tabular dollars and shares in thousands, except per share data) March 31, 2022 December 31, 2021 Intangible assets, net Services $ 50,476 $ 51,862 International 5,804 6,344 Products and Systems 1,071 1,042 Corporate and eliminations 128 133 $ 57,479 $ 59,381 March 31, 2022 December 31, 2021 Total assets Services $ 436,996 $ 424,058 International 108,733 111,619 Products and Systems 10,534 10,532 Corporate and eliminations 11,965 15,986 $ 568,228 $ 562,195 Refer to Note 2 – Revenue , for revenue by geographic area for the three months ended March 31, 2022 and 2021. 24 Table of Contents Mistras Group, Inc. and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations (tabular dollars are in thousands)