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Item 7. Management’s Discussion and Analysis

2023-03-15 compared with 2022-03-14 · 134 added, 140 removed, 222 unchanged (55% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following Management’s Discussion and Analysis (“MD&A”) provides a discussion of our results of operations and financial position for the year ended December 31, 2021.

A discussion of our results of operations and financial position for the year ended December 31, 2020 is included in Part II–Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 16, 2021, which discussion is incorporated herein by reference.

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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis (this “MD&A”) provides a discussion of our results of operations and financial position for the year ended December 31, 2022.

This section generally discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021.

Discussions of 2020 items and year-to-year comparisons between 2021 and 2020 is included in Part II–Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 14, 2022, which discussion is incorporated herein by reference.

This MD&A should be read together with our audited consolidated financial statements and related notes included in Item 8 in this Annual Report.

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.

The MD&A includes the following sections:

This MD&A includes the following sections:

• Forward-Looking Statements

• COVID-19 Update

• Note about Non-GAAP Measures

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Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (Securities Act), and Section 21E of the Securities Exchange Act of 1934 (Exchange Act).

This Annual Report on Form 10-K, including this MD&A, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.

Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact.

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

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 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.

COVID-19 and Other Updates

While our business and operations were negatively impacted the past several years by the COVID-19 pandemic, at the time of this Annual Report, the effects of the COVID-19 pandemic have to a large degree subsided, and we have begun approaching pre-pandemic levels of activity in certain end markets, particularly oil and gas.

We are currently unable to predict with certainty the effect that inflationary pressures and the Russian-Ukrainian war may have on our business, results of operations or liquidity or in other ways which we cannot yet determine.

To date, our European operations have experienced increased costs associated with higher energy costs, among others, due in part to the on-going war.

We will continue to monitor market conditions and respond accordingly.

We are 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, we help 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 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.

and building real-time monitoring systems to help avoid catastrophic incidents, we help the world at large.

We enhance value for our clients by integrating asset protection throughout supply chains and centralizing integrity data through a suite of Industrial Internet of Things ("IIoT")-connected digital software and monitoring solutions, including

OneSuite, which serves as an ecosystem platform, pulling together all of our software and data services capabilities, for the benefit of our customers.

Our core capabilities also include 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.

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.

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

This segment includes data services revenue derived from the selling of licenses and analyzing and synthesizing customer data through our OneSuite platform, field operations revenue derived from work performed in the field at customer locations, and shop revenue derived from operations designing, building, and customizing products in our laboratories for our customers.

PCMS software and pipeline related software and data analysis solutions 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.

• Products and Systems designs, manufactures, sells, installs and services our 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.

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These acquisitions have provided us with additional service lines, technologies, resources and customers which we believe enhance our advantages over our competition.

We believe long-term growth can be realized in all of our target markets.

We believe long-term growth can be realized in our target markets.

Our level of business and financial results are impacted by world-wide macro- and micro-economic conditions generally, as well as those within our target markets.

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.

We have continued providing our customers with an innovative asset protection software ecosystem through our MISTRAS OneSuite platform.

The software platform offers functions of our 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 90 plus applications being offered on one centralized platform.

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2022 Developments

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.

Throughout 2022, conditions have continued to improve related to the COVID-19 coronavirus (COVID-19) pandemic in domestic and international markets and operations are approaching pre-pandemic levels of activity.

We have eliminated substantially all of the cost reduction initiatives undertaken in 2020, including re-installing 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.

As of December 31, 2022, our cash and cash equivalents balance was approximately $20.5 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.

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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 are currently unable to predict the overall impact that the volatility in oil prices and climate change initiatives to reduce the use of fossil fuels may have on our business, results of operations, liquidity or in other ways which we cannot yet determine.

We are currently unable to predict with certainty the overall impact that the factors discussed above and the effect of the Russian-Ukrainian war may have on our business, results of operations or liquidity or in other ways which we cannot yet determine.

To date, our European operations experienced increased costs associated with higher energy costs, among others, due in part to the Russian-Ukrainian war.

We will continue to monitor market conditions and respond accordingly.

Refer to Item 1A.

Risk Factors in Part I of this 2021 Annual Report.

Risk Factors in Part I of our 2022 Annual Report.

Note about Non-GAAP Measures

The Company prepares its consolidated financial statements in accordance with U.S.

In this MD&A under the heading "Income (loss) from Operations", the non-GAAP financial performance measure "Income (loss) before special items" is used for each of our three segments, the Corporate segment and the Total Company, with tables reconciling the measure to a financial measure under GAAP.

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.

We prepare our consolidated financial statements in accordance with U.S.

generally accepted accounting principles ("U.S.

In this MD&A under the heading "Income (Loss) from Operations", the non-GAAP financial performance measure "Income (loss) before special items" is used for each of our three operating segments, "Corporate and Eliminations" and "Total Company", with tables reconciling the measure to a financial measure under GAAP.

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

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.

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Year ended December 31, 2021

The following table summarizes our consolidated statements of operations for the years ended December 31, 2021 and 2020:

The following table summarizes our Consolidated Statements of Income (Loss) for the years ended December 31, 2022 and 2021:

For the year ended December 31,

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Gross profit as a % of Revenue 28.8 % 29.1 %

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

Income (loss) from operations as a % of Revenue 2.7 % (17.1) %

Income (loss) before provision for income taxes 7,288 (114,172)

Net income (loss) 3,893 (99,466)

Net income (loss) attributable to Mistras Group, Inc.

Income from operations 19,799 18,170

Income from operations as a % of Revenue 2.9 % 2.7 %

Income before provision for income taxes 9,294 7,288

Net income 6,574 3,893

Net income attributable to Mistras Group, Inc.

$ 6,499 $ 3,860

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Revenue was $687.4 million for the year ended December 31, 2022, an increase of $10.2 million, or 1.5%, compared with the year ended December 31, 2021.

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 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.

Gross profit by segment for the years ended December 31, 2021 and 2020 was as follows:

The increase was driven by the Services segment, which experienced a revenue increase of $17.9 million, or 3.2%, driven by single-digit organic growth in certain end markets.

The International segment revenues decreased by $4.8 million, or 4.1%, due predominantly to low double-digit unfavorable impact of foreign exchange rates which was partially offset by mid single-digit organic growth.

The Products and Systems segment decreased by $1.1 million, or 8.0%, driven by lower sales volume.

Oil and gas customer revenue comprised approximately 56% and 54% of total revenue for the years ended December 31, 2022 and 2021, respectively.

Aerospace and defense customer revenue comprised approximately 12% and 10% of total revenue for the years ended December 31, 2022 and 2021, respectively.

Our top ten customers comprised approximately 33% of total revenue for the years ended December 31, 2022 and 2021, with no customer accounting for 10% or more of total revenue in either period.

For the year ended December 31,

($ in thousands)

Oil and Gas Revenue by sub-category

Upstream $ 152,590 $ 135,615

Midstream 111,144 109,527

Downstream 124,018 121,778

Total $ 387,752 $ 366,920

Oil and gas upstream customer revenue increased approximately $17.0 million, or 13%, for the year ended December 31, 2022 compared to the year ended December 31, 2021, due to continued market share gains and expanded exploration operations, as compared to the prior period.

Midstream customer revenues were flat for the year ended December 31, 2022 compared to the year ended December 31, 2021.

During 2022, we experienced the growth of our pipe inspection services including our Onstream business within this sub-category.

Downstream customer revenue increased $2.2 million, or 2%, for the year ended December 31, 2022 compared to the year ended December 31, 2021 even with delays in timing associated with customer turnarounds in 2022.

Gross profit by segment for the years ended December 31, 2022 and 2021 were as follows:

For the year ended December 31,

($ in thousands)

Services $ 159,049 $ 155,384

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Gross profit increased $1.0 million, or 0.5%, for the year ended December 31, 2022 compared to the year ended December 31, 2021, with a sales increase of $10.2 million, or 1.5%.

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.

During 2022 certain end markets returned to pre-pandemic levels and continued organic growth across target end markets resulted in increased sales as compared to the prior period.

Gross profit margin was 28.8% and 29.1% for the years ended December 31, 2022 and 2021, respectively, due primarily to inflationary pressures in 2022 as compared to 2021.

Services segment gross profit margins had a year-on-year decrease of 30 basis points to 27.7% for the year ended December 31, 2022, due primarily to inflationary pressures and the end of government wage subsidies received in Canada.

International segment gross margins had a year-on-year increase of 70 basis points to 29.9% for the year ended December 31, 2022, due primarily to sales mix and continued growth in end markets including aerospace and defense.

Products and Systems segment gross margins decreased by 750 basis points for the year ended December 31, 2022 to 43.1%, driven by unfavorable sales mix.

Operating Expenses

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Selling, general and administrative expenses $ 166,595 $ 161,334

Impairment charges — 106,062

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

Bad debt provision for troubled customers, net of recoveries 42 —

Research and engineering 1,994 2,518

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Acquisition-related expense, net 76 1,133

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.

Legal settlement and litigation charges (benefit), net (994) 2,042

$ 178,374 $ 178,977

% of total revenue 26.0 % 26.4 %

Operating expenses decreased $0.6 million, or (0.3)%, for the year ended December 31, 2022 compared to the year ended December 31, 2021 due to insurance recoveries in the current period that were not received in the prior period and decreased costs related to acquisitions in 2022 as compared to 2021.

Selling, general and administrative expenses increased $5.3 million, or 3.3% for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to our 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 "Overview" 2022 Developments .

Transactional foreign exchange expense, which is included within selling, general and administrative expenses, was approximately $0.6 million lower in 2022 as compared to 2021, due to volatility in certain foreign currencies.

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($ in thousands)

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

Impairment charges — 86,200

Income from operations (GAAP) $ 49,616 $ 48,458

Bad debt provision for troubled customers, net of recoveries 42 —

Reorganization and other costs 99 129

Legal settlement and litigation charges, net 1,650 81

Legal settlement and insurance (recoveries) charges, net (841) 1,650

Acquisition-related expense, net 45 1,128

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International:

Income (loss) from operations (GAAP) $ 1,839 $ (21,855)

Impairment charges — 19,862

Income from operations (GAAP) $ 3,566 $ 1,839

Reorganization and other costs (43) 424

Legal settlement and litigation charges, net — 737

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

Income before special items (unaudited, non-GAAP) $ 3,523 $ 3,000

Products and Systems:

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Loss from operations (GAAP) $ (32,391) $ (32,010)

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

Legal settlement and insurance (recoveries) charges, net (153) (345)

Loss on debt modification 693 278

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Total Company:

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

Impairment charges — 106,062

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

Income from operations (GAAP) $ 19,799 $ 18,170

Bad debt provision for troubled customers, net of recoveries 42 —

Legal settlement and insurance (recoveries) charges, net (994) 2,042

Loss on debt modification 693 278

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Income before special items (unaudited, non-GAAP) $ 19,811 $ 22,296

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

See " Note about Non-GAAP Measures" in this Annual Report for an explanation of our use of non-GAAP measures.

Total Company income from operations (GAAP) increased by $1.6 million, or 9.0% compared to the year ended December 31, 2021.

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

Total Company income before special items (non-GAAP) decreased by $2.5 million or 11.1% compared with the year

ended December 31, 2021.

Operating expenses, excluding special items (non-GAAP), as a percentage of revenue, was 25.9% for the year ended December 31, 2022 compared to 25.8% for the year ended December 31, 2021.

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.

The primary driver for the increase in total company income was increased sales in 2022 compared to 2021.

Income before special items as a percentage of revenue decreased by 40 basis points to 2.9% for the year ended December 31, 2022 from 3.3% for the year ended December 31, 2021.

Our discussion below is qualified by the unknown impact that the COVID-19 pandemic, or similar future health crisis, and the Russia - Ukraine war will continue to have on our business and the economy in general, including the resulting economic disruption of both.

Refer to Item 1A.

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Interest expense was $10.5 million and $10.9 million for the years ended December 31, 2022 and December 31, 2021, respectively.

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.

The decrease was due to the Company having entered into the New Credit Agreement providing for interest to be payable based on Secured Overnight Financing Rate ("SOFR") plus a credit spread adjustment and applicable SOFR margin ranging from 1.25% to 2.75%, and the removal of the previously existing minimum LIBOR floor.

Our effective income tax rate was approximately 29.3% for the year ended December 31, 2022, compared to 46.6% for the year ended December 31, 2021.

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).

The CARES Act is an approximately $2 trillion emergency economic stimulus package in response to the Coronavirus outbreak, which among other things contains numerous income tax provisions.

Some of these tax provisions are effective retroactively for years ending before the date of enactment.

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 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.

The decrease in effective tax rate was primarily driven by a $1.7 million US R&D tax credit benefit, partially offset by the recording of a $1.1 million valuation allowance recorded in 2022 which was related to certain Canadian entities .

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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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 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 the Company’s net deferred tax liabilities but did reduce current taxes.

On August 19, 2022, the United States enacted the Inflation Reduction Act, (the "Inflation Act"), a package intended to reduce inflation.

The Inflation Act contains a variety of tax provisions, including a 15% corporate minimum tax, a tax on stock repurchases, and various tax credit opportunities.

We evaluated the impact of this guidance on our consolidated financial position, results of operations, and cash flows, and do not expect it to have a material impact.

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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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

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

We have funded our operations from cash provided from operations, bank borrowings and lease financings.

Management believes that our existing cash and cash equivalents, anticipated cash flows from operating activities, and available borrowings under our New Credit Agreement will be more than sufficient to meet anticipated cash needs over the next 12 months and for the foreseeable future.

We generated operating cash flows of $26.4 million and $42.3 million for the years ended December 31, 2022 and 2021, respectively.

Capital expenditures for the purchase of property, plant and equipment and of intangible assets was $13.4 million and $19.3 million for the years ended December 31, 2022 and 2021, respectively.

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Financing activities (16,323) (23,245)

Effect of exchange rate changes on cash (2,115) 2,080

Effect of exchange rate changes on cash and cash equivalents (1,467) (2,115)

Net change in cash and cash equivalents $ (3,622) $ (1,650)

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Cash provided by operating activities for the year ended December 31, 2022 was $26.4 million, a decrease of $15.9 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.

The decrease was primarily attributable to movements in working capital driven primarily by a decrease in net accounts receivable collections, a decrease in accrued expenses and other liabilities and in prepaid expenses and other assets in the current year as compared to the prior year.

Cash Flows from Investing Activities

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.

Net cash used in investing activities for the year ended December 31, 2022 was $12.2 million, a decrease of $6.3 million from the prior year.

The Company used $5.9 million more cash for purchases of property, plant and equipment and intangible assets in 2022 compared to 2021.

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, 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.

Net cash used in financing activities for the year ended December 31, 2022 was $16.3 million, compared to $23.2 million for the year ended December 31, 2021.

During the year ended December 31, 2022, we entered into a new credit agreement which replaced our prior credit agreement, as detailed more in Note 11-Long-Term Debt .

As part of this transaction, the prior revolving credit facility and term loan were repaid in full.

Net repayment of debt and revolver was approximately $13.5 million higher compared to 2021, when excluding this transaction.

In addition, for the year ended December 31, 2022 we incurred approximately $0.5 million less payments for contingent considerations, offset in part by $0.9 million taxes paid related to net share settlement of share-based awards.

Effect of Exchange Rate Changes on Cash and Cash Equivalents

The effect of exchange rate changes on our cash and cash equivalents was a decrease of $1.5 million for the year ended December 31, 2022, compared to a decrease of $2.1 million for the year ended December 31, 2021.

The primary driver of the change was foreign currency fluctuations during the year related to the Euro and the US Dollar.

Cash Balance and Credit Facility Borrowings

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.

The terms of our New Credit Agreement 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, 2022, we had cash and cash equivalents totaling $20.5 million and available borrowing capacity of up to $121.7 million under our New Credit Agreement.

Borrowings of $186.6 million and letters of credit of $3.0 million were outstanding under the New Credit Agreement at December 31, 2022.

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

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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.

As of December 31, 2022, we were in compliance with the terms of the New Credit Agreement and will continuously monitor our compliance with the covenants contained in the New Credit Agreement.

The New Credit Agreement permits us to borrow up to $100 million in non-US dollar currencies and to use up to $20 million of the credit limit for the issuance of letters of credit.

Additionally, the New Credit Agreement requires quarterly payments on the term loan of $1.56 million through June 30, 2024, then increasing to $2.34 million through June 30, 2025, and to $3.12 million for each quarterly payment thereafter through maturity on July 30, 2027.

Liquidity and Capital Resources Outlook

Future Sources of Cash

We expect our future sources of cash to include cash flow generated from our operating activities and borrowings under our Credit Agreement.

We expect our future sources of cash to include cash flow generated from our operating activities and borrowings under our New Credit Agreement.

Our revolving credit facility is available for cash advances required for working capital and for letters of credit to support our operations.

Acquisitions, if any, are funded through available cash and borrowings under the Credit Agreement.

Acquisitions, if any, are funded through available cash and borrowings under the New Credit Agreement.

Future Uses of Cash

We expect our future uses of cash will primarily be for repayment of debt, international expansion, purchases or manufacture of field-testing equipment to support growth, additional investments in technology and software products and the replacement of existing assets and equipment used in our operations.

We expect our future uses of cash will primarily be for repayment of debt, purchases or manufacture of field-testing equipment to support growth, additional investments in technology and software products and the replacement of existing assets and equipment used in our operations.

We often make purchases to support new sources of revenues, particularly in our Services segment.

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Our cash capital expenditures, excluding acquisitions, for each of the years ended December 31, 2022 and 2021 were approximately 2.0% and 2.8% of revenues, respectively.

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 the year ended December 31, 2021, for an aggregate cash outlay of $0.4 million.

Our New Credit Agreement, does not limit the Company’s ability to acquire other businesses or companies except for certain provisions as described within Note 11-Long-Term Debt.

We did not have any acquisitions in 2022.

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

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Critical Accounting Policies and Estimates

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 preparation of financial statements in accordance with U.S.

GAAP 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.

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:

revenue recognition, long-lived assets and goodwill.

The accounting policies that we believe require more significant estimates and assumptions include revenue recognition, acquisitions, long-lived assets and goodwill.

We base our estimates and assumptions on historical experience, known or expected trends and various other assumptions that we believe to be reasonable.

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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.

We account for revenue in accordance with Accounting Standards Codification ("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.

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

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

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

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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.

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.

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

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.

We have many Master Service Agreements ("MSAs") that specify an overall framework and contract terms, where 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 an MSA which sets forth the scope of services and/or identifies the products to be provided.

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.

This includes contract estimates of costs to be incurred for the performance of the contract.

This includes contract estimates of costs to be incurred for the performance of the

Cost estimation is based upon the professional knowledge and experience of our project managers, engineers and financial professionals.

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We perform a review of long-lived assets (or asset groups) for impairment when events or changes in circumstances indicate the carrying value of such assets may not be recoverable.

If an indication of impairment is present, we compare the estimated undiscounted future cash flows to be generated by the asset (or asset group) to its carrying amount.

If the undiscounted future cash flows are less than the carrying amount of the asset (or asset group), we record an impairment loss equal to the excess of the asset’s carrying amount over its fair value.

If an indication of impairment is present, we compare the estimated undiscounted future net cash flows to be generated by the asset (or asset group) to its carrying amount.

If the undiscounted future net cash flows are less than the carrying amount of the asset (or asset group), we record an impairment loss equal to the excess of the asset’s carrying amount over its fair value.

We estimate fair value based on valuation techniques such as a discounted cash flow analysis or a comparison to fair values of similar assets.

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

We test goodwill for impairment at a “reporting unit” level (which for the Company is represented by (i) our Services segment, (ii) our Products and Systems segment, and (iii) the European component of our International segment and (iv) the Brazilian component of our International segment).

We test goodwill for impairment at a “reporting unit” level (which for us is represented by (i) our Services segment, (ii) our Products and Systems segment, (iii) the European component of our International segment and (iv) the Brazilian component of our International segment).

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

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If we conclude otherwise, we are required to perform a quantitative impairment test.

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.

An impairment will be recorded in the amount that the fair value is less than the carrying value.

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.

During the first quarter of 2020, our market capitalization declined significantly compared to the fourth quarter of 2019.

Over the same period, the equity value of the Company’s peer group, and the overall U.S.

stock market also declined significantly amid market volatility.

In addition, oil prices had dropped significantly.

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 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.

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.

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

We performed an annual quantitative impairment test as of October 31, 2022 noting no indicators of impairment in any of the Company's reporting units.

Also, as of December 31, 2022, there are no indicators of an impairment.

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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 Codification (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 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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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