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 and
nine months ended September 30, 2022 and 2021. 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, 2021, filed with the
Securities and Exchange Commission on March 14, 2022 ("2021 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 2021
Annual Report as well as those discussed in this Quarterly Report on Form 10-Q
and in our other filings with the SEC.

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

The Company is currently unable to predict with certainty the effect that
inflationary pressures and the Russian-Ukrainian conflict may have on the
Company's business, results of operations or liquidity or in other ways which
the Company cannot yet determine. To date, the Company's European operations
have begun to see increased costs associated with higher energy costs, among
others, due in part to the on-going conflict. The Company will continue to
monitor market conditions and respond accordingly.


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, strong commitment to Environmental, Social, and Governance (ESG)
initiatives 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
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Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations
                       (tabular dollars are in thousands)

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.

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: Services, International, and Products and Systems.



•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.

•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 85 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
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                                   Operations
                       (tabular dollars are in thousands)

capabilities to serve both new and existing wind turbines and greatly enhances our product offerings within the renewable energy industry.

Recent Developments

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.




The Company has eliminated substantially all of the cost reduction initiatives
undertaken in 2020, including re-installing of the savings plan employer match
and increasing wages back to pre-pandemic l. Our cash position and liquidity
remains strong. As of September 30, 2022, the cash balance was approximately
$18.1 million.

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

We are currently unable to predict 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.

The Company is currently unable to predict with certainty the overall impact
that the factors discussed above and the effect of the Russian-Ukrainian
conflict may have on its business, results of operations or liquidity or in
other ways which the Company cannot yet determine. To date, the Company's
European operations have begun to see increased costs associated with higher
energy costs, among others, due in part to the Russian-Ukrainian conflict. The
Company will continue to monitor market conditions and respond accordingly.
Refer to Item 1A. Risk Factors in Part I of our 2021 Annual Report.

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) 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.

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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 and nine months ended September 30, 2022 and 2021 were as follows:


                                                 Three months ended 

September 30, Nine months ended September 30,


                                                     2022                   2021             2022                   2021
Revenues                                      $       178,462           $  174,556    $       519,155           $  505,968
Gross profit                                           53,784               52,216            147,233              147,553
Gross profit as a % of Revenue                           30.1   %             29.9  %            28.4   %             29.2  %

Income from operations                                  9,114                9,236             13,991               15,864
Income from Operations as a % of Revenue                  5.1   %              5.3  %             2.7   %              3.1  %

Income before provision for income taxes                6,379                6,910              7,201                7,170

Net Income                                              4,394                3,397              3,707                3,983

Net Income attributable to Mistras
Group, Inc.                                   $         4,373           $    3,380    $         3,653           $    3,955



Revenue

Revenue was $178.5 million for the three months ended September 30, 2022, an
increase of $3.9 million, or 2.2%, compared with the three months ended
September 30, 2021. Revenue for the nine months ended September 30, 2022 was
$519.2 million, an increase of $13.2 million, or 2.6%, compared with the nine
months ended September 30, 2021.

Revenue by segment for the three and nine months ended September 30, 2022 and 2021 was as follows:


                                                Three months ended September 30,      Nine months ended September 30,
                                                    2022                2021             2022                   2021

Revenue
Services                                       $   152,778          $  144,976    $        435,251          $  414,251
International                                       25,693              29,100              83,441              88,699
Products and Systems                                 3,078               3,308               8,666               9,499
Corporate and eliminations                          (3,087)             (2,828)             (8,203)             (6,481)
                                               $   178,462          $  174,556    $        519,155          $  505,968



Three Months

In the three months ended September 30, 2022, total revenue increased 2.2%
versus the prior year comparable period due predominantly to a mid single-digit
organic increase. Services segment revenue increased 5.4% due to single-digit
organic growth and International segment revenue decreased (11.7)%, due
predominantly to low double-digit unfavorable impact of foreign exchange rates
which was partially offset by low single-digit organic growth. Products and
Systems segment revenue decreased by $0.2 million, due to decreased sales volume
as compared to the prior period.

Oil and gas customer revenue comprised approximately 54% and 53% of total
revenue for the three months ended September 30, 2022 and 2021, respectively.
Aerospace and defense customer revenue comprised approximately 12% and 10% of
total revenue for the three months ended September 30, 2022 and 2021,
respectively. The Company's top ten customers comprised approximately 32% of
total revenue for the three months ended September 30, 2022 and 2021, with no
customer accounting for 10% or more of total revenue in either three-month
period.

Nine months



In the nine months ended September 30, 2022, total revenue increased 2.6% versus
the comparable prior period, due primarily to organic growth in our core
business, partially offset by an unfavorable revenue impact from foreign
exchange rates. Our Services segment revenue increased 5.1% due predominantly to
continued recovery in the Oil & Gas and Aerospace & Defense
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                                   Operations
                       (tabular dollars are in thousands)

markets. International segment revenue decreased (5.9)% due to a low double-digit unfavorable revenue impact from foreign exchange rates which was partially offset by mid single-digit favorable organic growth. Products and Systems segment revenue decreased by $(0.8) million, due to decreased sales volume as compared to the prior period.



Oil and gas customer revenue comprised approximately 56% and 54% of total
revenue for the nine months ended September 30, 2022 and 2021, respectively.
Aerospace and defense customer revenue comprised approximately 12% and 10% of
total revenue for the nine months ended September 30, 2022 and 2021,
respectively. The Company's top ten customers comprised approximately 33% of
total revenue for the nine months ended September 30, 2022 and 2021, with no
customer accounting for 10% or more of total revenue in either nine-month
period.

                                                 Three months ended September 30,            Nine months ended September 30,
                                                     2022                   2021                2022                2021

Oil and Gas Revenue by sub-category
Upstream                                      $         36,328          $   32,793          $  117,436          $  102,923
Midstream                                               28,925              30,232              86,781              82,467
Downstream                                              31,778              29,427              88,302              89,849
Total                                         $         97,031          $   92,452          $  292,519          $  275,239




Oil and gas upstream customer revenue increased approximately $3.5 million, or
11% for the three months ended September 30, 2022 as compared to the three
months ended September 30, 2021 and $14.5 million, or 14%, for the nine months
ended September 30, 2022 as compared to the nine months ended September 30,
2021, due to continued market share gains and expanded exploration operations
for both instances, as compared to the prior period.

Midstream customer revenues decreased $(1.3) million, or (4)% for the three
months ended September 30, 2022 as compared to the three months ended September
30, 2021 due to reduced inspections services and increased approximately $4.3
million, or 5%, for the nine months ended September 30, 2022 as compared to the
nine months ended September 30, 2021, due to increased pipe inspection services
performed as compared to the prior year.

Downstream customer revenue increased $2.4 million, or 8% for the three months
ended September 30, 2022 as compared to the three months ended September 30,
2021 primarily due to timing and an increase in turnarounds during the current
year, and decreased $(1.5) million, or (2)%, for the nine months ended September
30, 2022 as compared to the nine months ended September 30, 2021 due to delays
in timing associated with customer turnarounds.

Gross Profit

Gross profit increased by $1.6 million, or 3.0%, in the three months ended September 30, 2022 versus the prior year comparable period, on an increase in revenue of 2.2%.

Gross profit decreased by $(0.3) million, or (0.2)%, in the nine months ended September 30, 2022 on an increase in revenue of 2.6%.

Gross profit by segment for the three and nine months ended September 30, 2022 and 2021 was as follows:


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   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
                       (tabular dollars are in thousands)


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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 September 30,         Nine months ended September 30,
                                                      2022                   2021             2022                   2021

Gross profit
Services                                       $        44,869           $   41,749    $       118,348           $  116,587
  % of segment revenue                                    29.4   %             28.8  %            27.2   %             28.1  %
International                                            7,694                9,038             25,324               26,278
  % of segment revenue                                    29.9   %             31.1  %            30.3   %             29.6  %
Products and Systems                                     1,189                1,422              3,514                4,655
  % of segment revenue                                    38.6   %             43.0  %            40.5   %             49.0  %
Corporate and eliminations                                  32                    7                 47                   33
                                               $        53,784           $   52,216    $       147,233           $  147,553
  % of total revenue                                      30.1   %             29.9  %            28.4   %             29.2  %



Three Months

Gross profit margin was 30.1% and 29.9% for the three-month periods ended
September 30, 2022 and 2021, respectively. Services segment realized a 0.6%
increase in gross profit margin to 29.4% during the three months ended September
30, 2022. This was primarily due to better sales mix as compared to the prior
period. International segment realized a (1.2)% decrease in gross profit margin
to 29.9% during the three months ended September 30, 2022 due to inflationary
impacts prevalent in the European region, partially offset by favorable sales
mix and price increases in response to these inflationary impacts. Products and
Systems segment gross margin decreased (4.4)% to 38.6% during the three months
ended September, 2022 due to unfavorable sales mix and higher costs.

Nine months



Gross profit margin was 28.4% and 29.2% for the nine months ended September 30,
2022 and 2021, respectively. Gross profit margin decreased primarily due to
higher benefit costs, increased costs due to inflation and the end of government
wage subsidies received in Canada.

Operating Expenses

Operating expenses for the three and nine months ended September 30, 2022 and 2021 was as follows:



                                                Three months ended September 30,         Nine months ended September 30,
                                                    2022                   2021             2022                   2021

Operating Expenses
Selling, general and administrative expenses $         41,590          $   39,221    $        124,303          $  118,579
Bad debt provision for troubled customers,
net of recoveries                                           -                   -                 289                   -

Research and engineering                                  450                 595               1,523               1,942
Depreciation and amortization                           2,629               2,918               8,058               9,070

Legal settlement and insurance recoveries,
net                                                         -                   -                (994)              1,030
Acquisition-related expense, net                            1                 246                  63               1,068



Three Months

Total operating expenses increased $1.7 million during the three months ended
September 30, 2022 compared to the three months ended September 30, 2021.
Selling, general and administrative expenses increased $2.4 million during the
three months ended September 30, 2022 compared to the three months ended
September 30, 2021, due to the reversal of remaining COVID-19 temporary cost
reductions in August 2021, which had been initially implemented in 2020.
Depreciation and
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Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations
                       (tabular dollars are in thousands)

amortization decreased $(0.3) million during the three months ended September 30, 2022 compared to the three months ended September 30, 2021.

Nine months



Operating expenses increased $1.6 million, for the nine months ended September
30, 2022 compared to the nine months ended September 30, 2021. Selling, general,
and administrative expenses increased $5.7 million during the nine months ended
September 30, 2022 compared to the nine months ended September 30, 2021
primarily due to the reversal of remaining COVID-19 temporary cost reductions in
August 2021, which had been initially implemented in 2020, and wage subsidies
received in 2021 which were not received in 2022. Legal settlements, net of
insurance recoveries for the nine months ended September 30, 2022 compared to
the nine months ended September 30, 2021 decreased $2.0 million due primarily to
insurance recoveries received in the first half of 2022. Depreciation and
amortization decreased $(1.0) million during the nine months ended September 30,
2022 compared to the nine months ended September 30, 2021. Acquisition-related
expense decreased $(1.0) million for the nine months ended September 30, 2022
compared to the nine months ended September 30, 2021 due to remeasurement of
acquisition related contingent consideration which occurred in 2021.

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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 (loss) from operations
to income (loss) before special items for each of our three segments, Corporate
and Eliminations and the Company in total:
                                              Three months ended September 30,         Nine months ended September 30,
                                                  2022                   2021             2022                   2021

Services:
Income from operations (GAAP)              $         16,700          $   16,085    $         35,315          $   38,991
Bad debt provision for troubled customers,
net of recoveries                                         -                   -                 289                   -

Reorganization and other costs                           12                   -                  40                  97
Legal settlement and insurance recoveries,
net                                                       -                   -                (841)              1,650
Acquisition-related expense, net                          -                 246                  45               1,034
Income from operations before special
items (non-GAAP)                           $         16,712          $   16,331    $         34,848          $   41,772
International:
Income from operations (GAAP)              $            814          $    

1,169 $ 2,678 $ 2,158



Reorganization and other costs                          (15)                 (2)               (114)                124

Income from operations before special
items (non-GAAP)                           $            799          $    1,167    $          2,564          $    2,282
Products and Systems:
Loss from operations (GAAP)                $           (333)         $     (281)   $         (1,334)         $     (653)

Reorganization and other costs                            -                   -                   -                  27
Loss from operations before special items
(non-GAAP)                                 $           (333)         $     (281)   $         (1,334)         $     (626)
Corporate and Eliminations:
Loss from operations (GAAP)                $         (8,067)         $   (7,737)   $        (22,668)         $  (24,632)
Loss on debt modification                               693                   -                 693                 278
Reorganization and other costs                          133                   -                 139                   -
Acquisition-related expense, net                          1                   -                  19                  34
Legal settlement and insurance recoveries,
net                                                       -                   -                (153)               (620)
Loss from operations before special items
(non-GAAP)                                 $         (7,240)         $   (7,737)   $        (21,970)         $  (24,940)
Total Company:
Income from operations (GAAP)              $          9,114          $    9,236    $         13,991          $   15,864
Bad debt provision for troubled customers,
net of recoveries                                         -                   -                 289                   -

Reorganization and other costs                          130                  (2)                 65                 248
Loss on debt modification                               693                   -                 693                 278
Legal settlement and insurance recoveries,
net                                                       -                   -                (994)              1,030
Acquisition-related expense, net                          1                 246                  64               1,068
Income from operations before special
items (non-GAAP)                           $          9,938          $    9,480    $         14,108          $   18,488

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


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   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
                       (tabular dollars are in thousands)

Three Months

For the three months ended September 30, 2022, income from operations (GAAP) for
the Company in total decreased $(0.1) million, compared with the three months
ended September 30, 2021, while income from operations before special items
(non-GAAP) for the Company in total increased $0.5 million. As a percentage of
revenue, total Company income from operations before special items increased by
20 basis points to 5.6% in the three months ended September 30, 2022 from 5.4%
in the three months ended September 30, 2021.

Nine months



For the nine months ended September 30, 2022, income from operations (GAAP) for
the Company in total decreased $(1.9) million, compared with the nine months
ended September 30, 2021, while income from operations before special items
(non-GAAP) for the Company in total decreased $(4.4) million. As a percentage of
revenue, total Company income from operations before special items decreased by
100 basis points to 2.7% in the nine months ended September 30, 2022 from 3.7%
in the nine months ended September 30, 2021. During the nine months ended
September 30, 2022, the Company experienced overall organic growth offset by
foreign currency headwinds.

Interest Expense

Interest expense was approximately $2.7 million and $2.3 million for the three
months ended September 30, 2022 and 2021, respectively. Interest expense was
approximately $6.8 million and $8.7 million for the nine months ended September
30, 2022 and 2021, respectively. The increase in the three months ended
September 30, 2022 was due to an increase in interest rates compared to the
prior year quarter. The decrease in interest expense for the nine months ended
September 30, 2022 compared to the prior year period results from the Company
having entered into the New Credit Agreement providing for interest to be
payable based on SOFR plus a credit spread adjustment and applicable SOFR margin
ranging from 1.25% to 2.75%, and removed the previously existing minimum LIBOR
floor.

Income Taxes

Our effective income tax rate was approximately 31.1% and 50.8% for the three
months ended September 30, 2022 and 2021, respectively. Our effective income tax
rate was approximately 48.5% and 44.4% for the nine months ended September 30,
2022 and 2021, respectively.

The effective income tax rate for the three months ended September 30, 2022 was
higher than the statutory rate primarily due to various permanent tax
adjustments and a $0.1 million valuation allowance recorded on a foreign
jurisdiction. The Company's effective income tax rate for the three months ended
September 30, 2021 was higher than the statutory rate primarily due to various
permanent tax adjustments and a $1.2 million valuation allowance recorded during
the period which was related to various state deferred tax assets and earnings
in jurisdictions with higher income tax rates than the United States.

On the basis of this evaluation, as of September 30, 2022, a valuation allowance
of $0.9 million has been recorded to recognize only the portion of the deferred
tax asset that is more likely than not to be realized. The amount of the
deferred tax asset considered realizable, however, could be adjusted if
estimates of future taxable income during the carryforward period are reduced or
increased or if objective negative evidence in the form of cumulative losses is
no longer present and additional weight is given to subjective evidence such as
our projections for growth.

The effective income tax rate for the nine months ended September 30, 2022 was
higher than the statutory rate due primarily to various permanent tax
adjustments and a $0.9 million valuation allowance recorded during the year
which was related to a foreign jurisdiction. The effective income tax rate for
the nine months ended September 30, 2021 was higher than the statutory rate due
to various permanent tax adjustments and a $1.2 million valuation allowance
recorded during the year 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 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. The Appropriations Act
contains a variety of tax provisions, including full expensing of business meals
in 2021 and 2022, and expansion of the employee retention tax credit. 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.

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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)

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:


                                                  Nine months ended September 30,
                                                        2022                      2021

Net cash provided by (used in):
Operating activities                      $         10,531                     $ 22,469
Investing activities                                (8,877)                     (15,494)
Financing activities                                (4,753)                      (8,866)
Effect of exchange rate changes on cash             (2,927)                 

(1,272)


Net change in cash and cash equivalents   $         (6,026)                 

$ (3,163)

Cash Flows from Operating Activities



During the nine months ended September 30, 2022, cash provided by operating
activities was $10.5 million, representing a year-on-year decrease of $(11.9)
million, or 53%. The decrease was primarily attributable to a build up of net
working capital in the course of normal operations.

Cash Flows from Investing Activities

During the nine months ended September 30, 2022, cash used in investing activities was $8.9 million, representing a year-on-year decrease of $(6.6) million, or 43%. The decreased usage was primarily attributable to a reduction in capital expenditures during the current period as compared to the prior period.

Cash Flows from Financing Activities



Net cash used in financing activities was $4.8 million for the nine months ended
September 30, 2022, compared to net cash used in financing activities of $8.9
million for the nine months ended September 30, 2021. During the nine months
ended September 30, 2022, net repayments of debt were approximately $3.0 million
lower as compared to 2021 as cash flows were used to support operating
activities.

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 $(2.9) million in the nine months ended September 30, 2022, compared
to a decrease of $(1.3) million for the nine months ended September 30, 2021.
The primary driver of the change was foreign currency fluctuations during the
quarter related to the Euro and the US Dollar.

Cash Balance and Credit Facility Borrowings

As of September 30, 2022, we had cash and cash equivalents totaling $18.1 million and $105.3 million of unused commitments under our New Credit Agreement with borrowings of $196.7 million and $3.0 million of letters of credit outstanding. We


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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 September 30, 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 terms of our New Credit Agreement are described in Note 11-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 2021 Annual Report, other than the Senior Credit Facility refinancing described in Note 11-Long-Term Debt.

Off-balance Sheet Arrangements



During the nine months ended September 30, 2022, 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.

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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 2021
Annual Report.

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