Management's Discussion and Analysis of Financial Condition and Results of Operations (tabular dollars are in thousands)
Three months ended
2023 2022 Depreciation and amortization North America$ 6,357 $ 6,593 International 1,859 2,058 Products and Systems 256 218 Corporate and eliminations (59) (62)$ 8,413 $ 8,807 March 31, 2023 December 31, 2022 Intangible assets, net North America$ 41,746 $ 43,260 International 4,117 4,422 Products and Systems 1,295 1,208 Corporate and eliminations 202 125$ 47,360 $ 49,015 March 31, 2023 December 31, 2022 Total assets North America$ 394,280 $ 407,779 International 104,782 104,531 Products and Systems 13,415 12,408 Corporate and eliminations 18,342 10,186$ 530,819 $ 534,904
Refer to Note 2-Revenue, for revenue by geographic area for the three months
ended
16. Subsequent Events
OnApril 25, 2023 , the Company settled the outstanding litigation described in Note 14-Commitments and Contingencies,Mistras Group, Inc. v.Epic Y-Grade Pipeline LP , pending inTexas state court. The lawsuit involves a claim against a customer for unpaid receivables and the customer's counterclaim related to inspection of welds on various pipeline projects inTexas . The settlement will result in a payment by the Company of$0.3 million (which the Company estimates is significantly less than the cost of going to trial) and a release of its claim for$1.4 million of associated past due receivables which were fully reserved for in prior periods. The settlement is contingent on the parties executing a settlement agreement, which will include a release of all claims related to the matter and dismissal of the case with prejudice. 24
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Mistras Group, Inc. and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations (tabular dollars are in thousands)
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following Management's Discussion and Analysis ("MD&A") provides a discussion of our results of operations and financial position for the three months endedMarch 31, 2023 and 2022. The MD&A should be read together with our Unaudited Condensed Consolidated Financial Statements and related notes included in Item 1 in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year endedDecember 31, 2022 ("2022 Annual Report"). Unless otherwise specified or the context otherwise requires, "Mistras," "the Company," "we," "us" and "our" refer toMistras Group, Inc. and its consolidated subsidiaries. The MD&A includes the following sections: •Forward-Looking Statements •Overview •Note about Non-GAAP Measures •Consolidated Results of Operations •Liquidity and Capital Resources •Critical Accounting Policies and Estimates
Forward-Looking Statements
This report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 ("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. These forward-looking statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements. In some cases, you can identify forward-looking statements by terminology, such as "goals," or "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "may," "could," "should," "would," "predicts," "appears," "projects," or the negative of such terms or other similar expressions. You are urged not to place undue reliance on any such forward-looking statements, any of which may turn out to be wrong due to inaccurate assumptions, various risks, uncertainties or other factors known and unknown. Factors that could cause or contribute to differences in results and outcomes from those in our forward-looking statements include, without limitation, those discussed in the "Business-Forward-Looking Statements," and "Risk Factors" sections of our 2022 Annual Report as well as those discussed in this Quarterly Report on Form 10-Q and in our other filings with theSEC . In addition, there are various developments discussed below which could create risks and uncertainty about our business, results of operations or liquidity.
Overview
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 systems to help avoid catastrophic incidents, 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. 25
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Mistras Group, Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of
Operations (tabular dollars are in thousands) 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. Our operations consist of three reportable segments:North America (which we previously referred to as our Services segment), International, and Products and Systems. •North America provides asset protection solutions predominantly inNorth America , with the largest concentration inthe United States , followed byCanada , 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. •International offers services, products and systems similar to those of the other segments to select markets withinEurope , theMiddle East ,Africa ,Asia andSouth America , but not to customers inChina andSouth 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
Given the role our solutions play in enhancing the safe and efficient operation of infrastructure, we have historically provided a majority of our solutions to our customers on a regular, recurring basis. We perform these services largely at our customers' facilities, while primarily servicing our aerospace customers at our network of state-of-the-art, in-house laboratories. These solutions typically include NDT and inspection services, and can also include a wide range of mechanical services, including heat tracing, pre-inspection insulation stripping, coating applications, re-insulation, engineering assessments and long-term condition-monitoring. Under this business model, many customers outsource their inspection to us on a "run and maintain" basis. We have established long-term relationships as a critical solutions provider to many of the leading companies with asset-intensive infrastructure in our target markets. These markets include companies in the oil and gas, aerospace and defense, industrials, power generation and transmission (including alternative and renewable energy), other process industries and infrastructure, research and engineering and other industries. We have focused on providing our advanced asset protection solutions to our customers using proprietary, technology-enabled software and testing instruments, including those developed by our Products and Systems segment. We have made numerous acquisitions in an effort to grow our base of experienced, certified personnel, expand our service lines and technical capabilities, increase our geographical reach, complement our existing offerings, and leverage our fixed costs. We have increased our capabilities and the size of our customer base through the development of applied technologies and managed support services, organic growth and the integration of acquired companies. These acquisitions have provided us with additional service lines, technologies, resources and customers which we believe will enhance our advantages over our competition. 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 an innovative asset protection software ecosystem through our MISTRAS OneSuite platform. The software platform offers functions of MISTRAS' popular software and services brands as integrated apps on a cloud environment. OneSuite serves as a single access portal for customers' data activities and provides access to 90 plus applications being offered on one centralized platform. We have continued to develop new technologies to provide monitoring of wind blade integrity through our Sensoria™ tool. Sensoria helps provide real-time monitoring and damage detection of wind turbine blades and allows our customers to maximize uptime, performance and safety of wind turbine blades. This tool provides additional growth and expansion of our capabilities to serve both new and existing wind turbines and greatly enhances our product offerings within the renewable energy industry. Recent Developments Issues related to the COVID-19 coronavirus (COVID-19) pandemic have subsided significantly during 2023 as compared to 2022. The Russian-Ukrainian war is creating disruption in the oil and gas market and the supply chain in general, which is resulting in some disruption to our business operations. 26
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Mistras Group, Inc. and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations (tabular dollars are in thousands) 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. Earlier in 2022, the Company eliminated substantially all of the COVID related cost reduction initiatives undertaken in 2020, including re-installment of the savings plan employer match and increasing wages back to pre-pandemic amounts. Our cash position and liquidity remains strong. As ofMarch 31, 2023 , the cash balance was approximately$16.7 million , and with our Credit Agreement, provides us with significant liquidity. InApril 2021 , theBiden Administration announced aggressive initiatives to battle climate change, which includes a significant reduction in the use of fossil fuels and a transition to electric vehicles and increased use of alternative energy. Any legislation or regulations that may be adopted to implement these measures may negatively impact our customers in the oil and gas market over the long-term, which presently is our largest market, although this initiative will likely benefit the alternative energy market, such as wind energy, for which we provide products and services. At this time, it is difficult to determine the magnitude and timing of the impact that climate change initiatives and legislation, if any, will have on these markets and the resulting impact on our business and operational results. The Company is currently unable to predict with certainty the overall impact that the factors discussed above and the effect of inflationary pressures may have on its business, results of operations or liquidity or in other ways which the Company cannot yet determine. The Company's European operations are currently experiencing higher energy costs, among other increased costs, due in part to the Russian-Ukrainian war. The Company will continue to monitor market conditions and respond accordingly
Note About Non-GAAP Measures
The Company prepares its consolidated financial statements in accordance withU.S. GAAP. In this MD&A under the heading "Income (loss) from Operations", the non-GAAP financial performance measure "Income (loss) from operations before special items" is used for each of our three operating 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. These adjustments have been excluded from the GAAP measure because these expenses and credits are not related to our or any individual segment's core business operations. The acquisition related costs and special items can be a net expense or credit in any given period. Our management uses this non-GAAP measure as a measure of operating performance and liquidity to assist in comparing performance from period to period on a consistent basis, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations. We believe investors and other users of our financial statements benefit from the presentation of this non-GAAP measure in evaluating our performance. Income (loss) before special items excludes the identified adjustments, which provides additional tools to compare our core business operating performance on a consistent basis and measure underlying trends and results in our business. Income (loss) before special items is not used to determine incentive compensation for executives or employees, nor is it a replacement for the reported GAAP financial performance and/or necessarily comparable to the non-GAAP financial measures of other companies. 27
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Mistras Group, Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of
Operations (tabular dollars are in thousands)
Results of Operations
Condensed consolidated results of operations for the three months ended
31, 2023
Three months ended March 31, 2023 2022 Revenues$ 168,016 $ 161,662 Gross profit 46,077 39,892 Gross profit as a % of Revenue 27.4 %
24.7 %
Loss from operations (1,830)
(4,698)
Loss from Operations as a % of Revenue (1.1) %
(2.9) %
Loss before benefit for income taxes (5,898) (6,636) Net Loss (4,978) (5,353) Net Loss attributable to Mistras Group, Inc.$ (4,986) $ (5,363) Revenue
Revenue was
increase of
31, 2022
Revenue by segment for the three months endedMarch 31, 2023 and 2022 were as follows: Three months ended March 31, 2023 2022 Revenue North America$ 136,932 $ 132,946 International 29,407 28,138 Products and Systems 3,739 2,936 Corporate and eliminations (2,062) (2,358) Total$ 168,016 $ 161,662 Three Months In the three months endedMarch 31, 2023 , total revenue increased 3.9% versus the prior year comparable period due predominantly to a single-digit organic increase.North America segment revenue increased 3.0%, driven predominantly by a single-digit organic increase and increased turnarounds in the current year, minimally offset by low single-digit unfavorable impact of foreign exchange rates. International segment revenue increased 4.6%, due predominantly to high single-digit organic growth mostly offset by mid single-digit unfavorable impact of foreign exchange rates. Products and Systems segment revenue increased by 27.3%, due to increased sales volume and shipments as compared to the prior period. Oil and gas customer revenue comprised approximately 59% and 58% of total revenue for the three months endedMarch 31, 2023 and 2022, respectively. Aerospace and defense customer revenue comprised approximately 11% and 12% of total revenue for the three months endedMarch 31, 2023 and 2022, respectively. The Company's top ten customers comprised approximately 36% of total revenue for the three months endedMarch 31, 2023 , as compared to 34% for the three months endedMarch 31, 2022 , with no customer accounting for 10% or more of total revenue in either three-month period. 28
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Mistras Group, Inc. and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations (tabular dollars are in thousands) Three months ended March 31, 2023 2022 Oil and Gas Revenue by sub-category Upstream$ 36,939 $ 32,265 Midstream 21,231 24,907 Downstream 40,495 37,051 Total$ 98,665 $ 94,223 For the three months endedMarch 31, 2022 , the Company reclassified$9.4 million from Upstream to Downstream in order to reflect the proper classification in the current period. Oil and gas upstream customer revenue increased approximately$4.7 million , or 14%, due primarily to market share gains and increased exploration activity as compared to the prior period. Midstream customer revenues decreased approximately$(3.7) million , or (15)%, due to decreased pipe inspection services performed as compared to the prior year quarter. Downstream customer revenues increased$3.4 million or, 9%, primarily due to increased customer turnarounds in the current year that were delayed in the prior period. Three months ended March 31, 2023 2022 Revenue by type Field Services$ 109,680 $ 105,495 Shop Laboratories 13,132 13,089 Data Solutions 16,812 12,399 Other 28,392 30,679 Total$ 168,016 $ 161,662 Field Services revenues are comprised of revenue derived primarily by technicians performing asset inspections and maintenance services for our customers at locations other than Mistras properties. Field Services revenue increased by$4.2 million as compared to the prior year primarily due to increases in sales volume in our oil and gas and petrochemical end markets for ourNorth America and International segments and increased sales volumes within our the power generation and infrastructure end markets for our Products segment.Shop Laboratory revenues are comprised of quality assurance inspections of components and materials at our Mistras in house laboratory facilities. Shop revenues were flat as compared to the prior year quarter due to similar sales volumes related to our aerospace end market in both periods. Data Solutions revenues are comprised of revenue derived from data software sales & subscriptions, implementation services and analytics which offer insights and generate value from asset protection. Data Solutions revenue is derived from work performed by Mistras employees in our facilities, or at customer locations. Data Solutions revenue increased by$4.4 million due to increased sales volume within PCMS,Onstream and other Data Solutions offerings within ourNorth America segment. Other revenues are comprised of locations that perform both asset inspection services and testing of components and materials at in house Mistras laboratories. Other revenues decreased approximately$2.3 million as compared to the prior year primarily due to decreased sales within the defense sector within theNorth America segment offset by increased private space shop related activities during the quarter.
Gross Profit
Gross profit increased by
of 3.9%.
Gross profit by segment for the three months ended
as follows:
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Mistras Group, Inc. and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations (tabular dollars are in thousands) Three months ended March 31, 2023 2022 Gross profit North America$ 36,637 $ 30,526 % of segment revenue 26.8 % 23.0 % International 7,367 8,190 % of segment revenue 25.1 % 29.1 % Products and Systems 2,063 1,168 % of segment revenue 55.2 % 39.8 % Corporate and eliminations 10 8$ 46,077 $ 39,892 % of total revenue 27.4 % 24.7 % Three Months Gross profit margin was 27.4% and 24.7% for the three-month periods endedMarch 31, 2023 and 2022, respectively.North America segment realized an increase of 3.8% in gross profit margin to 26.8% during the three months endedMarch 31, 2023 . This was primarily due to better sales mix in the period and increased rebates received for insurance claims as compared to the prior year period. International segment realized a 4.0% decrease in gross profit margin to 25.1% during the three months endedMarch 31, 2023 due primarily to sales mix and increased energy costs in the current period. Products and Systems segment gross margin had a increase of 15.4% to 55.2% during the three months endedMarch 31, 2023 due to increased sales volume and better sales mix, as compared to the prior period.
Operating Expenses
Operating expenses for the three months endedMarch 31, 2023 and 2022 was as follows: Three months endedMarch 31, 2023 2022 Operating Expenses Selling, general and administrative expenses $
42,823
Reorganization and other costs 2,076 114 Research and engineering 480 551 Depreciation and amortization 2,525 2,795 Legal settlement and insurance recoveries, net - (841) Acquisition-related expense, net 3 49 Three Months Operating expenses increased$3.3 million , or 7.4%, for the three months endedMarch 31, 2023 compared to the three months endedMarch 31, 2022 . Selling, general and administrative expenses increased$0.9 million during the three months endedMarch 31, 2023 compared to the three months endedMarch 31, 2022 , due to increased costs and unfavorable foreign exchange impact as compared to the prior period. Reorganization and other costs increased by approximately$2.0 million as compared to the prior year due primarily to an increase in severance costs during the period, including separation of the former COO, as well as other restructuring costs. Depreciation and amortization decreased$0.3 million during the three months endedMarch 31, 2023 compared to the three months endedMarch 31, 2022 . 30
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Mistras Group, Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of
Operations (tabular dollars are in thousands)
Income (loss) from Operations
The following table shows a reconciliation of the income from operations to
income (loss) before special items for each of our three segments, Corporate and
Elimination and for the Company in total:
Three months ended
2023 2022North America : Income from operations (GAAP) $
9,378
Reorganization and other costs 61 27 Legal settlement and insurance recoveries, net - (841) Acquisition-related expense, net - 44 Income from operations before special items (non-GAAP) $ 9,439$ 2,991 International: Income (Loss) from operations (GAAP) $
(568)
Reorganization and other costs 107 87
Income (Loss) from operations before special items (non-GAAP) $
(461)$ 371 Products and Systems: Income (Loss) from operations (GAAP) $
384
Income (Loss) from operations before special items (non-GAAP) $
384$ (582) Corporate and Eliminations: Loss from operations (GAAP) $
(11,024)
Reorganization and other costs 1,908 - Acquisition-related expense, net 3 5 Loss from operations before special items (non-GAAP) $ (9,113)$ (8,156) Total Company : Loss from operations (GAAP) $
(1,830)
Reorganization and other costs 2,076 114 Legal settlement and insurance recoveries, net - (841) Acquisition-related expense, net 3 49
Income (Loss) from operations before special items (non-GAAP) $
249
See section Note About Non-GAAP Measures in this report for an explanation of
the use of non-GAAP measurements.
Three Months
For the three months endedMarch 31, 2023 , the loss from operations (GAAP) decreased$2.9 million or 61.0%, compared with the three months endedMarch 31, 2022 , while the income (loss) before special items (non-GAAP) improved by$5.6 million , or 104.6%. As a percentage of revenue, the income (loss) before special items improved by 340 basis points to 0.1% in the three months endedMarch 31, 2023 from (3.3)% in the three months endedMarch 31, 2022 .
Interest Expense
Interest expense was approximately$4.1 million and$1.9 million for the three months endedMarch 31, 2023 and 2022, respectively. The increase was a result of a change in the effective interest rate, due to a lower leverage ratio and the elimination of the minimum LIBOR floor.
Income Taxes
31
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Mistras Group, Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of
Operations (tabular dollars are in thousands)
Our effective income tax rate was approximately 15.6% and 19.3% for the three
months ended
The effective income tax rate benefit for the three months endedMarch 31, 2023 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 endedMarch 31, 2022 was lower than the statutory rate primarily due to the impact of an unfavorable discrete item related to stock compensation. OnAugust 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 it will not 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. It is also
affected by discrete items that may occur in any given year but are not
consistent from year to year. Our effective income tax rate may fluctuate over
the next few years due to many variables including the amount and future
geographic distribution of our pre-tax income, changes resulting from our
acquisition strategy, and increases or decreases in our permanent differences.
Liquidity and Capital Resources
Cash flows are summarized in the table below:
Three months ended March 31, 2023 2022 Net cash provided by (used in): Operating activities $ 4,433$ (5,399) Investing activities (4,460) (2,737) Financing activities (3,951) 4,323 Effect of exchange rate changes on cash 207
(376)
Net change in cash and cash equivalents$ (3,771)
Cash Flows from Operating Activities
During the three months endedMarch 31, 2023 , cash provided by operating activities was$4.4 million , representing a year-on-year increase of$9.8 million , or 182%. The increase was primarily attributable to an improved days sales outstanding and movements in working capital, as compared to the prior year quarter.
Cash Flows from Investing Activities
During the three months endedMarch 31, 2023 and 2022, cash used in investing activities was$4.5 million primarily attributable to increased expenditures for vehicles leased related to customer projects that will be occurring in the remaining quarters of 2023 which did not exist in the prior period.
Cash Flows from Financing Activities
Net cash used by financing activities was$4.0 million for the three months endedMarch 31, 2023 , compared to net cash provided by financing activities of$4.3 million for the three months endedMarch 31, 2022 . During the three months endedMarch 31, 2023 , net borrowings of debt were approximately$8.4 million higher as compared to 2022 resulting in debt paydown during the period. In addition,$0.2 million more taxes were paid related to net share settlement of share-based awards during the three months endedMarch 31, 2023 .
Effect of Exchange Rate Changes on Cash and Cash Equivalents
32 -------------------------------------------------------------------------------- Table of Contents The effect of exchange rate changes on our cash and cash equivalents was an increase of$0.2 million in the three months endedMarch 31, 2023 , compared to a decrease of$0.4 million for the three months endedMarch 31, 2022 .
Cash Balance and Credit Facility Borrowings
As ofMarch 31, 2023 , we had cash and cash equivalents totaling$16.7 million and$122.2 million of unused commitments under our Credit Agreement with borrowings of$185.0 million and$2.6 million of letters of credit outstanding. We finance operations primarily through our existing cash balances, cash collected from operations, bank borrowings and capital lease financing. We believe these sources are sufficient to fund our operations for the foreseeable future.
As of
Agreement and will continuously monitor our compliance with the covenants
contained in the Credit Agreement.
The terms of our Credit Agreement are described in Note 12- Long-Term Debt of the Notes to the Unaudited Condensed Consolidated Financial Statements, under the heading "Senior Credit Facility".
Contractual Obligations
There have been no significant changes in our contractual obligations and
outstanding indebtedness as disclosed in the 2022 Annual Report.
Off-balance Sheet Arrangements
During the three months endedMarch 31, 2023 , we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. 33
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Table of Contents Critical Accounting Policies and Estimates There have been no significant changes to our critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in the 2022 Annual Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS
U S PHYSICAL THERAPY INC /NV – 10-Q – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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