Management's Discussion and Analysis of Financial Condition and Results of Operations (tabular dollars are in thousands) - Insurance News | InsuranceNewsNet

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May 5, 2023 Newswires
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Management's Discussion and Analysis of Financial Condition and Results of Operations (tabular dollars are in thousands)

Edgar Glimpses

Three months ended March 31,

                                                     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 March 31, 2023 and 2022.

16. Subsequent Events


On April 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 in Texas 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 in Texas. 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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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)

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 ended March 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 ended December 31, 2022 ("2022 Annual Report"). Unless
otherwise specified or the context otherwise requires, "Mistras," "the Company,"
"we," "us" and "our" refer to Mistras 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 the SEC. 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.

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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)

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 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.

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

•Products and Systems designs, manufactures, sells, installs and services the
Company's asset protection products and systems, including equipment and
instrumentation, predominantly in the United States.


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


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 of March 31, 2023, the cash
balance was approximately $16.7 million, and with our Credit Agreement, provides
us with significant liquidity.


In April 2021, the Biden Administration announced aggressive initiatives to
battle climate change, which includes a significant reduction in the use of
fossil fuels and a transition to electric vehicles and increased use of
alternative energy. Any legislation or regulations that may be adopted to
implement these measures may negatively impact our customers in the oil and gas
market over the long-term, which presently is our largest market, although this
initiative will likely benefit the alternative energy market, such as wind
energy, for which we provide products and services. At this time, it is
difficult to determine the magnitude and timing of the impact that climate
change initiatives and legislation, if any, will have on these markets and the
resulting impact on our business and operational results.

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 with
U.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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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)

Results of Operations

Condensed consolidated results of operations for the three months ended March
31, 2023
and 2022 were as follows:

                                                       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 $168.0 million for the three months ended March 31, 2023, an
increase of $6.4 million, or 3.9%, compared with the three months ended March
31, 2022
.


Revenue by segment for the three months ended March 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 ended March 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 ended March 31, 2023 and 2022, respectively.
Aerospace and defense customer revenue comprised approximately 11% and 12% of
total revenue for the three months ended March 31, 2023 and 2022, respectively.
The Company's top ten customers comprised approximately 36% of total revenue for
the three months ended March 31, 2023, as compared to 34% for the three months
ended March 31, 2022, with no customer accounting for 10% or more of total
revenue in either three-month period.

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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)

                                             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 ended March 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
our North 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 our North 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
the North America segment offset by increased private space shop related
activities during the quarter.

Gross Profit

Gross profit increased by $6.2 million, or 15.5%, in the three months ended
March 31, 2023 versus the prior year comparable period, on a increase in revenue
of 3.9%.

Gross profit by segment for the three months ended March 31, 2023 and 2022 was
as follows:

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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)


                                    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 ended March
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 ended March 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 ended March 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 ended March 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 ended March 31, 2023 and 2022 was as
follows:

                                                                         Three months ended March 31,
                                                                           2023                  2022

Operating Expenses
Selling, general and administrative expenses                        $       

42,823 $ 41,922


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 ended
March 31, 2023 compared to the three months ended March 31, 2022. Selling,
general and administrative expenses increased $0.9 million during the three
months ended March 31, 2023 compared to the three months ended March 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 ended March 31, 2023 compared to the three months ended
March 31, 2022.

                                       30

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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)

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 March 31,

                                                                           2023                   2022

North America:
Income from operations (GAAP)                                       $       

9,378 $ 3,761


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) $ 284


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 $ (582)

Income (Loss) from operations before special items (non-GAAP) $

      384          $     (582)
Corporate and Eliminations:
Loss from operations (GAAP)                                         $       

(11,024) $ (8,161)


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) $ (4,698)


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 $ (5,376)

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 ended March 31, 2023, the loss from operations (GAAP)
decreased $2.9 million or 61.0%, compared with the three months ended March 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 ended March 31,
2023 from (3.3)% in the three months ended March 31, 2022.

Interest Expense


Interest expense was approximately $4.1 million and $1.9 million for the three
months ended March 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

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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)

Our effective income tax rate was approximately 15.6% and 19.3% for the three
months ended March 31, 2023 and 2022, respectively.


The effective income tax rate benefit for the three months ended March 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 ended March 31, 2022 was lower than the statutory rate
primarily due to the impact of an unfavorable discrete item related to stock
compensation.

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 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)                 

$ (4,189)

Cash Flows from Operating Activities


During the three months ended March 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 ended March 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
ended March 31, 2023, compared to net cash provided by financing activities of
$4.3 million for the three months ended March 31, 2022. During the three months
ended March 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 ended March 31, 2023.

Effect of Exchange Rate Changes on Cash and Cash Equivalents

                                       32
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The effect of exchange rate changes on our cash and cash equivalents was an
increase of $0.2 million in the three months ended March 31, 2023, compared to a
decrease of $0.4 million for the three months ended March 31, 2022.

Cash Balance and Credit Facility Borrowings


As of March 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 March 31, 2023, 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 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 ended March 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.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

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U S PHYSICAL THERAPY INC /NV – 10-Q – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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