|
þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
(Exact Name of Registrant as Specified in Its Charter)
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||
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|
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Delaware
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|
74-1765729
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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|
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13131 Dairy Ashford, Suite 600, Sugar Land, Texas
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|
77478
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(Address of Principal Executive Offices)
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(Zip Code)
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(281) 331-6154
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||
(Registrant’s Telephone Number, Including Area Code)
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||
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None
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||
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
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Large accelerated filer
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¨
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Accelerated filer
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þ
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|
|
|
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|||
Non-accelerated filer
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¨
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|
Smaller reporting company
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¨
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(Do not check if a smaller reporting company)
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Page No.
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||
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||
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||
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||
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ITEM 1.
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FINANCIAL STATEMENTS
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
65,440
|
|
|
$
|
44,825
|
|
Restricted cash
|
—
|
|
|
5,000
|
|
||
Receivables, net of allowance of $5,739 and $3,548
|
282,324
|
|
|
214,324
|
|
||
Inventory
|
54,255
|
|
|
27,936
|
|
||
Income tax receivable
|
9,821
|
|
|
3,893
|
|
||
Deferred income taxes
|
17,212
|
|
|
6,917
|
|
||
Prepaid expenses and other current assets
|
36,141
|
|
|
11,664
|
|
||
Current assets of discontinued operations
|
14,810
|
|
|
—
|
|
||
Total current assets
|
480,003
|
|
|
314,559
|
|
||
Property, plant and equipment, net
|
206,292
|
|
|
124,983
|
|
||
Intangible assets, net of accumulated amortization of $28,511 and $21,161
|
167,196
|
|
|
99,119
|
|
||
Goodwill
|
361,961
|
|
|
256,654
|
|
||
Other assets, net
|
3,464
|
|
|
2,421
|
|
||
Deferred income taxes
|
4,108
|
|
|
1,255
|
|
||
Total assets
|
$
|
1,223,024
|
|
|
$
|
798,991
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
20,000
|
|
|
$
|
20,000
|
|
Accounts payable
|
51,946
|
|
|
22,364
|
|
||
Other accrued liabilities
|
75,112
|
|
|
49,796
|
|
||
Current liabilities of discontinued operations
|
2,328
|
|
|
—
|
|
||
Total current liabilities
|
149,386
|
|
|
92,160
|
|
||
Deferred income taxes
|
101,013
|
|
|
17,302
|
|
||
Long-term debt
|
405,731
|
|
|
351,383
|
|
||
Defined benefit pension liability
|
12,483
|
|
|
—
|
|
||
Other long-term liabilities
|
4,268
|
|
|
—
|
|
||
Total liabilities
|
672,881
|
|
|
460,845
|
|
||
Commitments and contingencies
|
|
|
|
||||
Equity:
|
|
|
|
||||
Preferred stock, 500,000 shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock, par value $0.30 per share, 60,000,000 shares authorized; 30,148,278 and 21,836,694 shares issued
|
9,044
|
|
|
6,552
|
|
||
Additional paid-in capital
|
334,813
|
|
|
120,126
|
|
||
Retained earnings
|
251,902
|
|
|
250,980
|
|
||
Accumulated other comprehensive loss
|
(16,885
|
)
|
|
(18,374
|
)
|
||
Treasury stock at cost, 821,087 and 546,977 shares
|
(28,731
|
)
|
|
(21,138
|
)
|
||
Total equity
|
550,143
|
|
|
338,146
|
|
||
Total liabilities and equity
|
$
|
1,223,024
|
|
|
$
|
798,991
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
$
|
336,440
|
|
|
$
|
235,399
|
|
|
$
|
587,294
|
|
|
$
|
427,806
|
|
Operating expenses
|
237,747
|
|
|
159,921
|
|
|
422,619
|
|
|
298,285
|
|
||||
Gross margin
|
98,693
|
|
|
75,478
|
|
|
164,675
|
|
|
129,521
|
|
||||
Selling, general and administrative expenses
|
82,501
|
|
|
53,444
|
|
|
155,863
|
|
|
99,788
|
|
||||
Loss on revaluation of contingent consideration
|
2,184
|
|
|
—
|
|
|
2,184
|
|
|
—
|
|
||||
Operating income
|
14,008
|
|
|
22,034
|
|
|
6,628
|
|
|
29,733
|
|
||||
Interest expense, net
|
3,408
|
|
|
574
|
|
|
6,343
|
|
|
1,141
|
|
||||
Foreign currency (gain) loss
|
(137
|
)
|
|
(51
|
)
|
|
(99
|
)
|
|
323
|
|
||||
Other expense (income), net
|
(29
|
)
|
|
(3
|
)
|
|
(39
|
)
|
|
1,176
|
|
||||
Earnings from continuing operations before income taxes
|
10,766
|
|
|
21,514
|
|
|
423
|
|
|
27,093
|
|
||||
Less: Provision for income taxes
|
3,796
|
|
|
7,446
|
|
|
13
|
|
|
9,659
|
|
||||
Income from continuing operations
|
6,970
|
|
|
14,068
|
|
|
410
|
|
|
17,434
|
|
||||
Income from discontinued operations, net of income tax
|
386
|
|
|
—
|
|
|
512
|
|
|
—
|
|
||||
Net income
|
7,356
|
|
|
14,068
|
|
|
922
|
|
|
17,434
|
|
||||
Less: Income attributable to noncontrolling interest
|
—
|
|
|
153
|
|
|
—
|
|
|
213
|
|
||||
Net income available to Team shareholders
|
$
|
7,356
|
|
|
$
|
13,915
|
|
|
$
|
922
|
|
|
$
|
17,221
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.24
|
|
|
$
|
0.69
|
|
|
$
|
0.01
|
|
|
$
|
0.85
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
|
0.02
|
|
|
—
|
|
||||
Net income
|
$
|
0.25
|
|
|
$
|
0.69
|
|
|
$
|
0.03
|
|
|
$
|
0.85
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.24
|
|
|
$
|
0.65
|
|
|
$
|
0.01
|
|
|
$
|
0.80
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
|
0.02
|
|
|
—
|
|
||||
Net income
|
$
|
0.25
|
|
|
$
|
0.65
|
|
|
$
|
0.03
|
|
|
$
|
0.80
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts attributable to Team shareholders:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations, net of tax
|
$
|
6,970
|
|
|
$
|
13,915
|
|
|
$
|
410
|
|
|
$
|
17,221
|
|
Income from discontinued operations, net of tax
|
386
|
|
|
—
|
|
|
512
|
|
|
—
|
|
||||
Net income
|
$
|
7,356
|
|
|
$
|
13,915
|
|
|
$
|
922
|
|
|
$
|
17,221
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
7,356
|
|
|
$
|
14,068
|
|
|
$
|
922
|
|
|
$
|
17,434
|
|
Foreign currency translation adjustment
|
(3,176
|
)
|
|
850
|
|
|
3,050
|
|
|
(6,899
|
)
|
||||
Foreign currency hedge
|
310
|
|
|
(302
|
)
|
|
(243
|
)
|
|
1,305
|
|
||||
Tax (provision) benefit attributable to other comprehensive income (loss)
|
(167
|
)
|
|
(432
|
)
|
|
(1,318
|
)
|
|
554
|
|
||||
Total comprehensive income
|
4,323
|
|
|
14,184
|
|
|
2,411
|
|
|
12,394
|
|
||||
Less: Total comprehensive income attributable to noncontrolling interest
|
—
|
|
|
136
|
|
|
—
|
|
|
179
|
|
||||
Total comprehensive income available to Team shareholders
|
$
|
4,323
|
|
|
$
|
14,048
|
|
|
$
|
2,411
|
|
|
$
|
12,215
|
|
|
Common Shares
|
|
Treasury Shares
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Non-controlling Interest
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Shareholders’ Equity
|
||||||||||||||||
Balance at January 1, 2016
|
21,837
|
|
|
(547
|
)
|
|
$
|
6,552
|
|
|
$
|
(21,138
|
)
|
|
$
|
120,126
|
|
|
$
|
—
|
|
|
$
|
250,980
|
|
|
$
|
(18,374
|
)
|
|
$
|
338,146
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
922
|
|
|
—
|
|
|
922
|
|
|||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,636
|
|
|
1,636
|
|
|||||||
Foreign currency hedge, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(147
|
)
|
|
(147
|
)
|
|||||||
Non-cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,704
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,704
|
|
|||||||
Vesting of stock awards
|
28
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
(162
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(154
|
)
|
|||||||
Tax benefit of exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|||||||
Issuance of common stock in Furmanite acquisition and conversion of Furmanite share-based awards
|
8,208
|
|
|
—
|
|
|
2,462
|
|
|
—
|
|
|
209,068
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
211,530
|
|
|||||||
Exercise of stock options
|
75
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
1,042
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,064
|
|
|||||||
Purchase of treasury stock
|
—
|
|
|
(274
|
)
|
|
—
|
|
|
(7,593
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,593
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|||||||
Balance at June 30, 2016
|
30,148
|
|
|
(821
|
)
|
|
$
|
9,044
|
|
|
$
|
(28,731
|
)
|
|
$
|
334,813
|
|
|
$
|
—
|
|
|
$
|
251,902
|
|
|
$
|
(16,885
|
)
|
|
$
|
550,143
|
|
|
Common Shares
|
|
Treasury Shares
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Non- controlling Interest
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Shareholders’ Equity
|
||||||||||||||||
Balance at January 1, 2015
|
20,700
|
|
|
—
|
|
|
$
|
6,211
|
|
|
$
|
—
|
|
|
$
|
109,700
|
|
|
$
|
5,855
|
|
|
$
|
225,747
|
|
|
$
|
(8,406
|
)
|
|
$
|
339,107
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,434
|
|
|
—
|
|
|
17,434
|
|
|||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,863
|
)
|
|
(5,863
|
)
|
|||||||
Foreign currency hedge, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
823
|
|
|
823
|
|
|||||||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179
|
|
|
(213
|
)
|
|
34
|
|
|
—
|
|
|||||||
Non-cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,424
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,424
|
|
|||||||
Vesting of stock awards
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|||||||
Tax benefit of exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,535
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,535
|
|
|||||||
Exercise of stock options
|
201
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
2,489
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,550
|
|
|||||||
Purchase of treasury stock
|
—
|
|
|
(547
|
)
|
|
—
|
|
|
(21,138
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,138
|
)
|
|||||||
Balance at June 30, 2015
|
20,904
|
|
|
(547
|
)
|
|
$
|
6,272
|
|
|
$
|
(21,138
|
)
|
|
$
|
116,107
|
|
|
$
|
6,034
|
|
|
$
|
242,968
|
|
|
$
|
(13,412
|
)
|
|
$
|
336,831
|
|
|
Six Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
922
|
|
|
$
|
17,434
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Loss on investment in Venezuela
|
—
|
|
|
1,177
|
|
||
Depreciation and amortization
|
22,893
|
|
|
11,760
|
|
||
Amortization of deferred loan costs
|
242
|
|
|
112
|
|
||
Provision for doubtful accounts
|
2,496
|
|
|
389
|
|
||
Foreign currency (gain) loss
|
(99
|
)
|
|
323
|
|
||
Deferred income taxes
|
(934
|
)
|
|
(5
|
)
|
||
Loss on asset disposal
|
47
|
|
|
503
|
|
||
Loss on contingent consideration revaluation
|
2,184
|
|
|
—
|
|
||
Non-cash compensation cost
|
4,704
|
|
|
2,424
|
|
||
Other, net
|
(525
|
)
|
|
—
|
|
||
(Increase) decrease, net of the effect of acquisitions:
|
|
|
|
||||
Receivables
|
2,602
|
|
|
(22,331
|
)
|
||
Inventory
|
156
|
|
|
(502
|
)
|
||
Prepaid expenses and other current assets
|
(3,866
|
)
|
|
(3,579
|
)
|
||
Increase (decrease), net of the effect of acquisitions:
|
|
|
|
||||
Accounts payable
|
14,379
|
|
|
408
|
|
||
Other accrued liabilities
|
(3,900
|
)
|
|
16,510
|
|
||
Income taxes
|
(3,238
|
)
|
|
(2,967
|
)
|
||
Net cash provided by operating activities
|
38,063
|
|
|
21,656
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(21,853
|
)
|
|
(18,416
|
)
|
||
Business acquisitions, net of cash acquired
|
(48,382
|
)
|
|
(10,540
|
)
|
||
Change in restricted cash
|
5,000
|
|
|
—
|
|
||
Proceeds from sale of assets
|
1,026
|
|
|
97
|
|
||
Decrease in other assets, net
|
213
|
|
|
120
|
|
||
Change related to Venezuelan operations
|
—
|
|
|
(621
|
)
|
||
Net cash used in investing activities
|
(63,996
|
)
|
|
(29,360
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net borrowings under revolving credit agreement
|
53,191
|
|
|
14,070
|
|
||
Purchase of treasury stock
|
(7,593
|
)
|
|
(21,138
|
)
|
||
Debt issuance costs
|
(377
|
)
|
|
—
|
|
||
Corporate tax effect from share-based payment arrangements
|
86
|
|
|
1,535
|
|
||
Issuance of common stock from share-based payment arrangements
|
1,064
|
|
|
2,550
|
|
||
Payments related to withholding tax for share-based payment arrangements
|
(154
|
)
|
|
(41
|
)
|
||
Net cash provided by (used in) financing activities
|
46,217
|
|
|
(3,024
|
)
|
||
Effect of exchange rate changes on cash
|
331
|
|
|
(1,821
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
20,615
|
|
|
(12,549
|
)
|
||
Cash and cash equivalents at beginning of period
|
44,825
|
|
|
44,426
|
|
||
Cash and cash equivalents at end of period
|
$
|
65,440
|
|
|
$
|
31,877
|
|
Classification
|
Useful Life
|
Buildings
|
20-40 years
|
Leasehold improvements
|
2-15 years
|
Machinery and equipment
|
2-12 years
|
Furniture and fixtures
|
2-10 years
|
Computers and computer software
|
2-5 years
|
Automobiles
|
2-5 years
|
|
Six Months Ended
June 30, 2016 |
||||||||||||||
|
(unaudited)
|
||||||||||||||
|
TeamQualspec
|
|
TeamFurmanite
|
|
Quest
Integrity
|
|
Total
|
||||||||
Balance at beginning of period
|
$
|
207,497
|
|
|
$
|
19,874
|
|
|
$
|
29,283
|
|
|
$
|
256,654
|
|
Acquisitions
|
5,955
|
|
|
93,903
|
|
|
4,137
|
|
|
103,995
|
|
||||
Foreign currency adjustments
|
917
|
|
|
159
|
|
|
236
|
|
|
1,312
|
|
||||
Balance at end of period
|
$
|
214,369
|
|
|
$
|
113,936
|
|
|
$
|
33,656
|
|
|
$
|
361,961
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
||||
Weighted-average number of basic shares outstanding
|
29,452
|
|
|
20,296
|
|
|
26,738
|
|
|
20,366
|
|
Stock options, stock units and performance awards
|
76
|
|
|
315
|
|
|
70
|
|
|
324
|
|
Conversion of non-controlling interest
|
—
|
|
|
728
|
|
|
—
|
|
|
728
|
|
Total shares and dilutive securities
|
29,528
|
|
|
21,339
|
|
|
26,808
|
|
|
21,418
|
|
|
February 29, 2016
|
||
|
(unaudited)
|
||
Common stock (8,208,006 shares)
|
$
|
209,529
|
|
Converted share-based payment awards
|
2,001
|
|
|
Cash
|
70,811
|
|
|
Total consideration
|
$
|
282,341
|
|
|
February 29, 2016
|
||
|
(unaudited)
|
||
Cash and cash equivalents
|
$
|
37,734
|
|
Accounts receivable
|
69,603
|
|
|
Inventory
|
27,800
|
|
|
Current deferred tax assets
|
11,563
|
|
|
Prepaid expenses and other current assets
|
24,026
|
|
|
Current assets of discontinued operations
|
14,760
|
|
|
Plant, property and equipment
|
70,526
|
|
|
Intangible assets
|
70,800
|
|
|
Goodwill
|
93,903
|
|
|
Other non-current assets
|
3,709
|
|
|
Total assets acquired
|
$
|
424,424
|
|
|
|
||
Accounts payable
|
$
|
12,360
|
|
Other accrued liabilities
|
26,894
|
|
|
Income taxes payable
|
229
|
|
|
Current liabilities of discontinued operations
|
1,434
|
|
|
Non-current deferred tax liabilities
|
84,963
|
|
|
Defined benefit pension liability
|
13,509
|
|
|
Other long-term liabilities
|
2,694
|
|
|
Total liabilities assumed
|
142,083
|
|
|
Net assets acquired
|
$
|
282,341
|
|
|
July 7, 2015
|
||
|
(unaudited)
|
||
Cash and cash equivalents
|
$
|
3,981
|
|
Accounts receivable
|
21,495
|
|
|
Current deferred tax assets
|
279
|
|
|
Prepaid expenses
|
1,049
|
|
|
Plant, property and equipment
|
15,472
|
|
|
Intangible assets
|
78,100
|
|
|
Goodwill
|
148,482
|
|
|
Other assets
|
138
|
|
|
Total assets acquired
|
$
|
268,996
|
|
|
|
||
Accounts payable
|
$
|
2,892
|
|
Other accrued liabilities
|
7,581
|
|
|
Non-current deferred tax liability
|
2,982
|
|
|
Total liabilities assumed
|
13,455
|
|
|
Net assets acquired
|
$
|
255,541
|
|
|
Pro forma data
|
|
Pro forma data
|
||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(unaudited)
|
|
|
(unaudited)
|
|
(unaudited)
|
||||||
Revenues
|
|
$
|
370,616
|
|
|
|
$
|
631,064
|
|
|
$
|
693,167
|
|
Income from continuing operations attributable to Team shareholders
|
|
$
|
14,087
|
|
|
|
$
|
2,620
|
|
|
$
|
18,300
|
|
Earnings per share from continuing operations:
|
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.49
|
|
|
|
$
|
0.09
|
|
|
$
|
0.64
|
|
Diluted
|
|
$
|
0.48
|
|
|
|
$
|
0.09
|
|
|
$
|
0.62
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(unaudited)
|
|
|
||||
Trade accounts receivable
|
$
|
214,779
|
|
|
$
|
170,774
|
|
Unbilled revenues
|
73,284
|
|
|
47,098
|
|
||
Allowance for doubtful accounts
|
(5,739
|
)
|
|
(3,548
|
)
|
||
Total
|
$
|
282,324
|
|
|
$
|
214,324
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(unaudited)
|
|
|
||||
Raw materials
|
$
|
8,163
|
|
|
$
|
3,167
|
|
Work in progress
|
5,037
|
|
|
1,018
|
|
||
Finished goods
|
41,055
|
|
|
23,751
|
|
||
Total
|
$
|
54,255
|
|
|
$
|
27,936
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(unaudited)
|
|
|
||||
Land
|
$
|
7,445
|
|
|
$
|
3,124
|
|
Buildings and leasehold improvements
|
41,533
|
|
|
29,690
|
|
||
Machinery and equipment
|
236,122
|
|
|
174,222
|
|
||
Furniture and fixtures
|
8,172
|
|
|
6,561
|
|
||
Capitalized ERP system development costs
|
35,207
|
|
|
25,606
|
|
||
Computers and computer software
|
11,641
|
|
|
8,062
|
|
||
Automobiles
|
5,763
|
|
|
5,280
|
|
||
Construction in progress
|
9,480
|
|
|
5,177
|
|
||
Total
|
355,363
|
|
|
257,722
|
|
||
Accumulated depreciation and amortization
|
(149,071
|
)
|
|
(132,739
|
)
|
||
Property, plant and equipment, net
|
$
|
206,292
|
|
|
$
|
124,983
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
(unaudited)
|
|
|
|
|
|
|
||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Customer relationships
|
$
|
156,840
|
|
|
$
|
(18,368
|
)
|
|
$
|
138,472
|
|
|
$
|
103,288
|
|
|
$
|
(12,995
|
)
|
|
$
|
90,293
|
|
Non-compete agreements
|
5,477
|
|
|
(3,711
|
)
|
|
1,766
|
|
|
4,898
|
|
|
(3,468
|
)
|
|
1,430
|
|
||||||
Trade names
|
24,710
|
|
|
(3,249
|
)
|
|
21,461
|
|
|
6,299
|
|
|
(1,940
|
)
|
|
4,359
|
|
||||||
Technology
|
7,834
|
|
|
(2,918
|
)
|
|
4,916
|
|
|
5,112
|
|
|
(2,541
|
)
|
|
2,571
|
|
||||||
Licenses
|
846
|
|
|
(265
|
)
|
|
581
|
|
|
683
|
|
|
(217
|
)
|
|
466
|
|
||||||
Total
|
$
|
195,707
|
|
|
$
|
(28,511
|
)
|
|
$
|
167,196
|
|
|
$
|
120,280
|
|
|
$
|
(21,161
|
)
|
|
$
|
99,119
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(unaudited)
|
|
|
||||
Payroll and other compensation expenses
|
$
|
34,476
|
|
|
$
|
21,878
|
|
Insurance accruals
|
10,102
|
|
|
7,008
|
|
||
Property, sales and other non-income related taxes
|
6,009
|
|
|
3,058
|
|
||
Contingent consideration
|
5,966
|
|
|
3,638
|
|
||
Deferred revenue
|
3,136
|
|
|
1,355
|
|
||
Lease commitments
|
2,411
|
|
|
1,721
|
|
||
Accrued commission
|
1,854
|
|
|
1,159
|
|
||
Volume discount
|
626
|
|
|
1,280
|
|
||
Accrued interest
|
591
|
|
|
984
|
|
||
Acquisition-related costs
|
229
|
|
|
370
|
|
||
Other
|
9,712
|
|
|
7,345
|
|
||
Total
|
$
|
75,112
|
|
|
$
|
49,796
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
(unaudited)
|
|
|
|
|
|
|
||||||||
|
Classification
|
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Classification
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Net investment hedge
|
Liability
|
|
Long-term debt
|
|
$
|
(4,324
|
)
|
|
Liability
|
|
Long-term debt
|
|
$
|
(4,567
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
||||||||
Service cost
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
—
|
|
Interest cost
|
801
|
|
|
—
|
|
|
1,068
|
|
|
—
|
|
||||
Expected return on plan assets
|
(820
|
)
|
|
—
|
|
|
(1,093
|
)
|
|
—
|
|
||||
Net periodic pension cost
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
June 30, 2016
|
||||||||||||||
|
(unaudited)
|
||||||||||||||
|
Quoted Prices
in Active
Markets for
Identical
Items (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
Total
|
||||||||
Liabilities:
|
|
|
|
||||||||||||
Contingent consideration
1
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,626
|
|
|
$
|
7,626
|
|
Net investment hedge
|
$
|
—
|
|
|
$
|
(4,324
|
)
|
|
$
|
—
|
|
|
$
|
(4,324
|
)
|
|
December 31, 2015
|
||||||||||||||
|
Quoted Prices
in Active
Markets for
Identical
Items (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
Total
|
||||||||
Liabilities:
|
|
|
|
||||||||||||
Contingent consideration
1
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,638
|
|
|
$
|
3,638
|
|
Net investment hedge
|
$
|
—
|
|
|
$
|
(4,567
|
)
|
|
$
|
—
|
|
|
$
|
(4,567
|
)
|
|
Six Months Ended
June 30, 2016 |
|
||
|
(unaudited)
|
|
||
Balance, beginning of period
|
$
|
3,638
|
|
|
Accretion of liability
|
144
|
|
|
|
Revaluation
|
2,184
|
|
|
|
Acquisitions
|
1,660
|
|
|
|
Balance, end of period
|
$
|
7,626
|
|
|
|
Six Months Ended
June 30, 2016 |
|
Six Months Ended
June 30, 2015 |
||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||
|
No. of Stock
Units
|
|
Weighted
Average
Fair Value
|
|
No. of Stock
Units
|
|
Weighted
Average
Fair Value
|
||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Stock and stock units, beginning of period
|
371
|
|
|
$
|
36.26
|
|
|
328
|
|
|
$
|
36.14
|
|
Changes during the period:
|
|
|
|
|
|
|
|
||||||
Granted
|
86
|
|
|
$
|
26.19
|
|
|
—
|
|
|
$
|
—
|
|
Assumed - Furmanite acquisition
|
40
|
|
|
$
|
25.63
|
|
|
—
|
|
|
$
|
—
|
|
Vested and settled
|
(34
|
)
|
|
$
|
27.87
|
|
|
(4
|
)
|
|
$
|
30.73
|
|
Cancelled
|
(9
|
)
|
|
$
|
27.81
|
|
|
(22
|
)
|
|
$
|
35.32
|
|
Stock and stock units, end of period
|
454
|
|
|
$
|
34.22
|
|
|
302
|
|
|
$
|
36.27
|
|
|
Six Months Ended
June 30, 2016 |
|
Six Months Ended
June 30, 2015 |
||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||
|
No. of Stock
Units
|
|
Weighted
Average
Fair Value
|
|
No. of Stock
Units
|
|
Weighted
Average
Fair Value
|
||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Long-term performance stock units, beginning of period
|
59
|
|
|
$
|
37.16
|
|
|
23
|
|
|
$
|
42.25
|
|
Changes during the period:
|
|
|
|
|
|
|
|
||||||
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Vested and settled
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Cancelled
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Long-term performance stock units, end of period
|
59
|
|
|
$
|
37.16
|
|
|
23
|
|
|
$
|
42.25
|
|
|
Six Months Ended
June 30, 2016 |
|
Six Months Ended
June 30, 2015 |
||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||
|
No. of
Performance
Awards
|
|
Weighted
Average
Fair Value
|
|
No. of
Performance
Awards
|
|
Weighted
Average
Fair Value
|
||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Performance awards, beginning of period
|
13
|
|
|
$
|
35.15
|
|
|
28
|
|
|
$
|
32.86
|
|
Changes during the period:
|
|
|
|
|
|
|
|
||||||
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Vested and settled
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Cancelled
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Performance awards, end of period
|
13
|
|
|
$
|
35.15
|
|
|
28
|
|
|
$
|
32.86
|
|
|
Six Months Ended
June 30, 2016 |
|
Six Months Ended
June 30, 2015 |
||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||
|
No. of
Options
|
|
Weighted
Average
Exercise Price
|
|
No. of
Options
|
|
Weighted
Average
Exercise Price
|
||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Shares under option, beginning of period
|
376
|
|
|
$
|
25.71
|
|
|
691
|
|
|
$
|
21.26
|
|
Changes during the period:
|
|
|
|
|
|
|
|
||||||
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Assumed - Furmanite acquisition
|
132
|
|
|
$
|
33.20
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
(69
|
)
|
|
$
|
15.52
|
|
|
(201
|
)
|
|
$
|
12.65
|
|
Cancelled
|
(4
|
)
|
|
$
|
44.62
|
|
|
—
|
|
|
$
|
—
|
|
Expired
|
(4
|
)
|
|
$
|
30.33
|
|
|
—
|
|
|
$
|
—
|
|
Shares under option, end of period
|
431
|
|
|
$
|
29.39
|
|
|
490
|
|
|
$
|
24.80
|
|
Exercisable at end of period
|
427
|
|
|
$
|
29.30
|
|
|
490
|
|
|
$
|
24.80
|
|
Range of Prices
|
No. of
Options
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Life
|
|||
|
(in thousands)
|
|
|
|
(in years)
|
|||
$10.09 to $20.19
|
34
|
|
|
$
|
12.94
|
|
|
0.3
|
$20.20 to $30.28
|
80
|
|
|
$
|
26.41
|
|
|
2.0
|
$30.29 to $40.38
|
306
|
|
|
$
|
31.22
|
|
|
2.1
|
$40.39 to $50.47
|
11
|
|
|
$
|
50.40
|
|
|
5.1
|
Total
|
431
|
|
|
$
|
29.39
|
|
|
2.0
|
|
Six Months Ended
June 30, 2016 |
|
Six Months Ended
June 30, 2015 |
||||||||||||||||||||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||||||||||||||||||
|
Foreign
Currency
Translation
Adjustments
|
|
Foreign
Currency
Hedge
|
|
Tax
Provision
|
|
Total
|
|
Foreign
Currency
Translation
Adjustments
|
|
Foreign
Currency
Hedge
|
|
Tax
Provision
|
|
Total
|
||||||||||||||||
Balance, beginning of period
|
$
|
(28,124
|
)
|
|
$
|
4,567
|
|
|
$
|
5,183
|
|
|
$
|
(18,374
|
)
|
|
$
|
(13,718
|
)
|
|
$
|
3,028
|
|
|
$
|
2,284
|
|
|
$
|
(8,406
|
)
|
Other comprehensive income (loss) before tax
|
3,050
|
|
|
(243
|
)
|
|
(1,318
|
)
|
|
1,489
|
|
|
(6,899
|
)
|
|
1,305
|
|
|
554
|
|
|
(5,040
|
)
|
||||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
||||||||
Balance, end of period
|
$
|
(25,074
|
)
|
|
$
|
4,324
|
|
|
$
|
3,865
|
|
|
$
|
(16,885
|
)
|
|
$
|
(20,583
|
)
|
|
$
|
4,333
|
|
|
$
|
2,838
|
|
|
$
|
(13,412
|
)
|
|
Six Months Ended
June 30, 2016 |
|
Six Months Ended
June 30, 2015 |
||||||||||||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||||||||||
|
Gross
Amount
|
|
Tax
Effect
|
|
Net
Amount
|
|
Gross
Amount
|
|
Tax
Effect
|
|
Net
Amount
|
||||||||||||
Foreign currency translation adjustments
|
$
|
3,050
|
|
|
$
|
(1,414
|
)
|
|
$
|
1,636
|
|
|
$
|
(6,899
|
)
|
|
$
|
1,036
|
|
|
$
|
(5,863
|
)
|
Foreign currency hedge
|
(243
|
)
|
|
96
|
|
|
(147
|
)
|
|
1,305
|
|
|
(482
|
)
|
|
823
|
|
||||||
Total
|
$
|
2,807
|
|
|
$
|
(1,318
|
)
|
|
$
|
1,489
|
|
|
$
|
(5,594
|
)
|
|
$
|
554
|
|
|
$
|
(5,040
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
TeamQualspec
|
$
|
157,238
|
|
|
$
|
130,221
|
|
|
$
|
293,500
|
|
|
$
|
237,412
|
|
TeamFurmanite
|
159,681
|
|
|
81,103
|
|
|
260,275
|
|
|
150,455
|
|
||||
Quest Integrity
|
19,521
|
|
|
24,075
|
|
|
33,519
|
|
|
39,939
|
|
||||
Total
|
$
|
336,440
|
|
|
$
|
235,399
|
|
|
$
|
587,294
|
|
|
$
|
427,806
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
||||||||
Operating income (loss):
|
|
|
|
|
|
|
|
||||||||
TeamQualspec
|
$
|
16,677
|
|
|
$
|
18,331
|
|
|
$
|
24,621
|
|
|
$
|
28,706
|
|
TeamFurmanite
|
11,982
|
|
|
9,451
|
|
|
19,021
|
|
|
13,892
|
|
||||
Quest Integrity
|
3,221
|
|
|
6,742
|
|
|
2,464
|
|
|
8,005
|
|
||||
Corporate and shared support services
|
(17,872
|
)
|
|
(12,490
|
)
|
|
(39,478
|
)
|
|
(20,870
|
)
|
||||
Total
|
$
|
14,008
|
|
|
$
|
22,034
|
|
|
$
|
6,628
|
|
|
$
|
29,733
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
||||||||
Capital expenditures:
|
|
|
|
|
|
|
|
||||||||
TeamQualspec
|
$
|
2,222
|
|
|
$
|
4,418
|
|
|
$
|
5,211
|
|
|
$
|
6,686
|
|
TeamFurmanite
|
3,154
|
|
|
2,142
|
|
|
6,131
|
|
|
3,192
|
|
||||
Quest Integrity
|
263
|
|
|
583
|
|
|
894
|
|
|
1,291
|
|
||||
Corporate and shared support services
|
4,749
|
|
|
3,625
|
|
|
9,732
|
|
|
7,247
|
|
||||
Total
|
$
|
10,388
|
|
|
$
|
10,768
|
|
|
$
|
21,968
|
|
|
$
|
18,416
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
||||||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
||||||||
TeamQualspec
|
$
|
5,051
|
|
|
$
|
2,257
|
|
|
$
|
10,105
|
|
|
$
|
4,397
|
|
TeamFurmanite
|
6,020
|
|
|
2,067
|
|
|
9,344
|
|
|
3,912
|
|
||||
Quest Integrity
|
1,284
|
|
|
1,446
|
|
|
2,566
|
|
|
2,881
|
|
||||
Corporate and shared support services
|
515
|
|
|
300
|
|
|
878
|
|
|
570
|
|
||||
Total
|
$
|
12,870
|
|
|
$
|
6,070
|
|
|
$
|
22,893
|
|
|
$
|
11,760
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
241,064
|
|
|
$
|
168,519
|
|
|
$
|
443,117
|
|
|
$
|
317,483
|
|
Canada
|
41,836
|
|
|
39,241
|
|
|
63,821
|
|
|
62,943
|
|
||||
Europe
|
33,152
|
|
|
13,287
|
|
|
50,041
|
|
|
25,358
|
|
||||
Other foreign countries
|
20,388
|
|
|
14,352
|
|
|
30,315
|
|
|
22,022
|
|
||||
Total
|
$
|
336,440
|
|
|
$
|
235,399
|
|
|
$
|
587,294
|
|
|
$
|
427,806
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(unaudited)
|
|
|
||||
Total assets:
|
|
|
|
||||
United States
|
$
|
995,136
|
|
|
$
|
682,124
|
|
Canada
|
61,350
|
|
|
59,626
|
|
||
Europe
|
115,468
|
|
|
33,271
|
|
||
Other foreign countries
|
51,070
|
|
|
23,970
|
|
||
Total
|
$
|
1,223,024
|
|
|
$
|
798,991
|
|
|
Three Months Ended
June 30, 2016 |
|
Six Months Ended
June 30, 2016 |
||||
|
(unaudited)
|
|
(unaudited)
|
||||
Revenues
|
$
|
15,906
|
|
|
$
|
21,674
|
|
Operating expenses
|
14,686
|
|
|
19,961
|
|
||
Gross margin
|
1,220
|
|
|
1,713
|
|
||
Selling, general and administrative expenses
|
577
|
|
|
858
|
|
||
Income from discontinued operations, before income tax
|
643
|
|
|
855
|
|
||
Less: Provision for income taxes
|
257
|
|
|
343
|
|
||
Income from discontinued operations, net of income tax
|
$
|
386
|
|
|
$
|
512
|
|
|
June 30, 2016
|
||
|
(unaudited)
|
||
Current assets of discontinued operations:
|
|
||
Receivables
|
$
|
14,467
|
|
Prepayments and other assets
|
343
|
|
|
Total assets of discontinued operations
|
14,810
|
|
|
Current liabilities of discontinued operations:
|
|
||
Other accrued liabilities
|
$
|
2,328
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended
June 30,
|
|
Increase
(Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(unaudited)
|
|
(unaudited)
|
|
|
|
|
|||||||
Revenues by business segment:
|
|
|
|
|
|
|
|
|||||||
TeamQualspec
|
$
|
157,238
|
|
|
$
|
130,221
|
|
|
$
|
27,017
|
|
|
20.7
|
%
|
TeamFurmanite
|
159,681
|
|
|
81,103
|
|
|
78,578
|
|
|
96.9
|
%
|
|||
Quest Integrity
|
19,521
|
|
|
24,075
|
|
|
(4,554
|
)
|
|
(18.9
|
)%
|
|||
Total
|
$
|
336,440
|
|
|
$
|
235,399
|
|
|
$
|
101,041
|
|
|
42.9
|
%
|
Operating income (loss):
|
|
|
|
|
|
|
|
|||||||
TeamQualspec
|
$
|
16,677
|
|
|
$
|
18,331
|
|
|
$
|
(1,654
|
)
|
|
(9.0
|
)%
|
TeamFurmanite
|
11,982
|
|
|
9,451
|
|
|
2,531
|
|
|
26.8
|
%
|
|||
Quest Integrity
|
3,221
|
|
|
6,742
|
|
|
(3,521
|
)
|
|
(52.2
|
)%
|
|||
Corporate and shared support services
|
(17,872
|
)
|
|
(12,490
|
)
|
|
(5,382
|
)
|
|
43.1
|
%
|
|||
Total
|
$
|
14,008
|
|
|
$
|
22,034
|
|
|
$
|
(8,026
|
)
|
|
(36.4
|
)%
|
|
Six Months Ended
June 30,
|
|
Increase
(Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(unaudited)
|
|
(unaudited)
|
|
|
|
|
|||||||
Revenues by business segment:
|
|
|
|
|
|
|
|
|||||||
TeamQualspec
|
$
|
293,500
|
|
|
$
|
237,412
|
|
|
$
|
56,088
|
|
|
23.6
|
%
|
TeamFurmanite
|
260,275
|
|
|
150,455
|
|
|
109,820
|
|
|
73.0
|
%
|
|||
Quest Integrity
|
33,519
|
|
|
39,939
|
|
|
(6,420
|
)
|
|
(16.1
|
)%
|
|||
Total
|
$
|
587,294
|
|
|
$
|
427,806
|
|
|
$
|
159,488
|
|
|
37.3
|
%
|
Operating income (loss):
|
|
|
|
|
|
|
|
|||||||
TeamQualspec
|
$
|
24,621
|
|
|
$
|
28,706
|
|
|
$
|
(4,085
|
)
|
|
(14.2
|
)%
|
TeamFurmanite
|
19,021
|
|
|
13,892
|
|
|
5,129
|
|
|
36.9
|
%
|
|||
Quest Integrity
|
2,464
|
|
|
8,005
|
|
|
(5,541
|
)
|
|
(69.2
|
)%
|
|||
Corporate and shared support services
|
(39,478
|
)
|
|
(20,870
|
)
|
|
(18,608
|
)
|
|
89.2
|
%
|
|||
Total
|
$
|
6,628
|
|
|
$
|
29,733
|
|
|
$
|
(23,105
|
)
|
|
(77.7
|
)%
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
10.1
|
|
Non-Disclosure, Non-Competition and Non-Solicitation Agreement between Philip J. Hawk, Team Industrial Services, Inc., Team, Inc. and their affiliated entities, effective as of August 8, 2016.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS—
|
|
XBRL Instance Document.
|
|
|
|
101.SCH—
|
|
XBRL Taxonomy Schema Document.
|
|
|
|
101.CAL—
|
|
XBRL Calculation Linkbase Document.
|
|
|
|
101.DEF—
|
|
XBRL Definition Linkbase Document.
|
|
|
|
101.LAB—
|
|
XBRL Label Linkbase Document.
|
|
|
|
101.PRE—
|
|
XBRL Presentation Linkbase Document.
|
|
|
TEAM, INC.
(Registrant)
|
|
|
|
Date: August 9, 2016
|
|
/
S
/ T
ED
W. O
WEN
|
|
|
Ted W. Owen
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
/
S
/ G
REG
L. B
OANE
|
|
|
Greg L. Boane
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
TEAM, INC.
|
||||||
|
|
|
|
|
|
|
By:
|
/s/ Ted W. Owen
|
|
|
|||
|
|
|
|
|
|
|
Printed Name:
|
Ted W. Owen
|
|
|
|||
|
|
|
|
|
|
|
Title: Chief Executive Officer
|
|
|||||
|
|
|
|
|
|
|
Date Signed:
|
August 8, 2016
|
|
||||
|
|
|
|
|
|
|
/s/ Philip J. Hawk
|
|
|||||
PHILIP J. HAWK
|
|
|||||
|
|
|
|
|
|
|
Date Signed:
|
August 8, 2016
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Team, Inc., (“Team”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
Team’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Team and have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Team, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of Team’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in Team’s internal control over financial reporting that occurred during Team’s most recent fiscal quarter (Team’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, Team’s internal control over financial reporting; and
|
5.
|
Team’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Team’s auditors and audit committee of Team’s board of directors:
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Team’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in Team’s internal control over financial reporting.
|
|
|
|
/
S
/ T
ED
W. O
WEN
|
|
Ted W. Owen
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Team, Inc., (“Team”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
Team’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Team and have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Team, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of Team’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in Team’s internal control over financial reporting that occurred during Team’s most recent fiscal quarter (Team’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, Team’s internal control over financial reporting; and
|
5.
|
Team’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Team’s auditors and audit committee of Team’s board of directors:
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Team’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in Team’s internal control over financial reporting.
|
|
|
|
/
S
/ G
REG
L. B
OANE
|
|
Greg L. Boane
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ T
ED
W. O
WEN
|
|
Ted W. Owen
President and Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/
S
/ G
REG
L. B
OANE
|
|
Greg L. Boane
Executive Vice President and Chief Financial Officer
|
|