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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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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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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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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.30 par value
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New York Stock Exchange
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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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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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ITEM 15.
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ITEM 16.
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ITEM 1.
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BUSINESS
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ITEM 1A.
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RISK FACTORS
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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•
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Beaumont, Texas
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•
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Pasadena, Texas (2 locations)
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•
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Pearland, Texas
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•
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Hammond, Indiana
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•
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Cincinnati, Ohio
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•
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Gonzales, Louisiana
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•
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Wood River, Illinois
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•
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Long Beach, California
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•
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Columbus, Ohio
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•
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Vlissingen, Netherlands
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•
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Kendal, Cumbria, United Kingdom
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Sales Price
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||||||
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High
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Low
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||||
2016
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Quarter ended:
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March 31, 2016
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$
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31.86
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$
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21.75
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June 30, 2016
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$
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32.49
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$
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23.53
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September 30, 2016
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$
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33.71
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$
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24.10
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December 31, 2016
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$
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39.60
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$
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28.00
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2015
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Transition period:
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June 1, 2015 - December 31, 2015
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$
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47.55
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$
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30.81
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Quarter ended:
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August 31, 2014
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$
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43.53
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$
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36.09
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November 30, 2014
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$
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44.36
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$
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35.18
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February 28, 2015
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$
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41.42
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$
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35.44
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May 31, 2015
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$
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41.22
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$
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35.60
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*
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$100 invested on 5/31/11 in stock or index, including reinvestment of dividends. Years ended May 31, 2012, 2013, 2014 and 2015; seven-month transition period ended December 31, 2015; and year ended December 31, 2016.
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5/11
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5/12
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5/13
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5/14
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5/15
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12/15
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12/16
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|||||||
Team, Inc.
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100.00
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116.00
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156.83
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182.26
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173.04
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138.96
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170.65
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NYSE Composite
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100.00
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90.38
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116.26
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136.99
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144.14
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134.13
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150.14
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Peer Group
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100.00
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100.50
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110.43
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166.73
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105.39
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115.66
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145.13
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ITEM 6.
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SELECTED FINANCIAL DATA
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 8.
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CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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ITEM 9A.
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CONTROLS AND PROCEDURES
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ITEM 9B.
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OTHER INFORMATION
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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ITEM 11.
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EXECUTIVE COMPENSATION
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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ITEM 14.
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PRINCIPAL ACCOUNTING FEES AND SERVICES
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(a)
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1)
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Consolidated Financial Statements filed as part of this report are listed in the Financial Table of Contents included in this report and incorporated by reference in this report in Part II, Item 7 “ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Consolidated Financial Statements and Supplementary Data.”
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2)
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All schedules for which provision is made in the applicable accounting regulations of the SEC are listed in this report in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data.”
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3)
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Reference is made to the Exhibit Index beginning on page 20 hereof.
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(b)
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Exhibits
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Reference is made to the Exhibit Index beginning on page 20 hereof.
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ITEM 16.
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FORM 10-K SUMMARY
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T
EAM
, I
NC
.
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/
S
/ T
ED
W. O
WEN
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Ted W. Owen
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President and Chief Executive Officer
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(Principal Executive Officer)
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/
S
/ T
ED
W. O
WEN
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President and Chief Executive Officer and Director (Principal Executive Officer)
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March 15, 2017
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(Ted W. Owen)
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/
S
/ G
REG
L. B
OANE
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Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
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March 15, 2017
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(Greg L. Boane)
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/
S
/ J
EFFERY
G. D
AVIS
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Director
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March 15, 2017
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(Jeffery G. Davis)
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/
S
/ V
INCENT
D. F
OSTER
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Director
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March 15, 2017
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(Vincent D. Foster)
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/
S
/ P
HILIP
J. H
AWK
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Chairman of the Board
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March 15, 2017
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(Philip J. Hawk)
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/
S
/ S
YLVIA
J. K
ERRIGAN
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Director
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March 15, 2017
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(Sylvia J. Kerrigan)
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/
S
/ E
MMETT
J. L
ESCROART
|
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Director
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March 15, 2017
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(Emmett J. Lescroart)
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|
|
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/
S
/ M
ICHAEL
A. L
UCAS
|
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Director
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March 15, 2017
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(Michael A. Lucas)
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|
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|
|
|
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/
S
/ L
OUIS
A. W
ATERS
|
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Director
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March 15, 2017
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(Louis A. Waters)
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/s/ G
ARY
G. Y
ESAVAGE
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Director
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March 15, 2017
|
(
Gary G. Yesavage)
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Exhibit
Number
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|
Description
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3.1
|
|
Amended and Restated Articles of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 2, 2011, incorporated by reference herein).
|
|
|
|
3.2
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Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company, dated October 24, 2013 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 25, 2013, incorporated by reference herein).
|
|
|
|
3.3
|
|
Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on April 4, 2014, incorporated by reference herein).
|
|
|
|
4.1
|
|
Certificate representing shares of common stock of Company (filed as Exhibit 4(1) to the Company’s Registration Statement on Form S-1, File No. 2-68928, incorporated by reference herein).
|
|
|
|
10.1†
|
|
Team, Inc. 2004 Restricted Stock Option and Award Plan dated June 24, 2004 (filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended May 31, 2004, incorporated by reference herein).
|
|
|
|
10.2†
|
|
Team, Inc. 2006 Stock Incentive Plan (as Amended and Restated August 1, 2009) (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 30, 2009, incorporated by reference herein).
|
|
|
|
10.3†
|
|
Form of Stock Unit Agreement (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 17, 2008, incorporated by reference herein).
|
|
|
|
10.4†
|
|
Form of Performance-Based Stock Unit Agreement (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 17, 2008, incorporated by reference herein).
|
|
|
|
10.5†
|
|
Form of Performance Share Award Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 4, 2014, incorporated by reference herein).
|
|
|
|
10.6
|
|
Third Amended and Restated Credit Agreement dated as of July 7, 2015 among Team, Inc., Bank of America, N.A. as Administrative Agent, Swingline Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, Compass Bank, as Documentation Agent and the other Lenders party thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 9, 2015, incorporated by reference herein).
|
|
|
|
10.7†
|
|
Furmanite Corporation 1994 Stock Incentive Plan, Amendment and Restatement effective May 9, 2013 (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8, File No. 333-209871, filed on March 1, 2016, incorporated by reference herein).
|
|
|
|
10.8
|
|
Second Amendment and Commitment Increase to Credit Agreement, dated February 24, 2016, among Team Inc., certain Team Inc. Subsidiary Guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and other Lenders party thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 1, 2016, incorporated by reference herein).
|
|
|
|
10.9†
|
|
Team, Inc. 2016 Equity Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy on Schedule 14A, as filed with the SEC on April 12, 2016, incorporated by reference herein).
|
|
|
|
10.10†
|
|
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 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2016, incorporated herein by reference).
|
|
|
|
10.11
|
|
Third Amendment to Credit Agreement, dated August 17, 2016, among Team, Inc., certain Team, Inc. Subsidiary Guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and other Lenders party thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2016, incorporated by reference herein).
|
|
|
|
10.12
|
|
Fourth Amendment and Limited Waiver to Credit Agreement, dated December 19, 2016, among Team, Inc., certain Team, Inc. Subsidiary Guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and other Lenders party thereto.
|
|
|
|
10.13
|
|
ATM Equity Offering
SM
Sales Agreement, dated as of November 28, 2016, by and among Team, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raymond James & Associates, Inc. and SunTrust Robinson Humphrey, Inc. (filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on November 28, 2016, incorporated by reference herein).
|
|
|
|
10.14†
|
|
Form of Performance Award Agreement.
|
Exhibit
Number
|
|
Description
|
|
|
|
21
|
|
Subsidiaries of the Company.
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm—KPMG LLP.
|
|
|
|
31.1
|
|
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certifications 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.
|
†
|
Management contract or compensation plan or arrangement.
|
|
Year Ended
December 31,
|
|
Increase
(Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
|
|
(unaudited)
|
|
|
|
|
|||||||
Revenues by business segment:
|
|
|
|
|
|
|
|
|||||||
TeamQualspec
|
$
|
589,478
|
|
|
$
|
549,307
|
|
|
$
|
40,171
|
|
|
7.3
|
%
|
TeamFurmanite
|
539,627
|
|
|
302,581
|
|
|
237,046
|
|
|
78.3
|
%
|
|||
Quest Integrity
|
67,591
|
|
|
74,468
|
|
|
(6,877
|
)
|
|
(9.2
|
)%
|
|||
Total
|
$
|
1,196,696
|
|
|
$
|
926,356
|
|
|
$
|
270,340
|
|
|
29.2
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (loss):
|
|
|
|
|
|
|
|
|||||||
TeamQualspec
|
$
|
43,367
|
|
|
$
|
56,001
|
|
|
$
|
(12,634
|
)
|
|
(22.6
|
)%
|
TeamFurmanite
|
27,283
|
|
|
26,164
|
|
|
1,119
|
|
|
4.3
|
%
|
|||
Quest Integrity
|
4,780
|
|
|
11,497
|
|
|
(6,717
|
)
|
|
(58.4
|
)%
|
|||
Corporate and shared support services
|
(78,548
|
)
|
|
(46,371
|
)
|
|
(32,177
|
)
|
|
69.4
|
%
|
|||
Total
|
$
|
(3,118
|
)
|
|
$
|
47,291
|
|
|
$
|
(50,409
|
)
|
|
(106.6
|
)%
|
|
Seven Months Ended
December 31,
|
|
Increase
(Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
|
|
(unaudited)
|
|
|
|
|
|||||||
Revenues by business segment:
|
|
|
|
|
|
|
|
|||||||
TeamQualspec
|
$
|
351,949
|
|
|
$
|
269,742
|
|
|
$
|
82,207
|
|
|
30.5
|
%
|
TeamFurmanite
|
178,238
|
|
|
176,112
|
|
|
2,126
|
|
|
1.2
|
%
|
|||
Quest Integrity
|
41,531
|
|
|
41,554
|
|
|
(23
|
)
|
|
(0.1
|
)%
|
|||
Total
|
$
|
571,718
|
|
|
$
|
487,408
|
|
|
$
|
84,310
|
|
|
17.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income:
|
|
|
|
|
|
|
|
|||||||
TeamQualspec
|
$
|
31,175
|
|
|
$
|
35,696
|
|
|
$
|
(4,521
|
)
|
|
(12.7
|
)%
|
TeamFurmanite
|
14,335
|
|
|
16,838
|
|
|
(2,503
|
)
|
|
(14.9
|
)%
|
|||
Quest Integrity
|
5,491
|
|
|
7,194
|
|
|
(1,703
|
)
|
|
(23.7
|
)%
|
|||
Corporate and shared support services
|
(31,839
|
)
|
|
(19,645
|
)
|
|
(12,194
|
)
|
|
62.1
|
%
|
|||
Total
|
$
|
19,162
|
|
|
$
|
40,083
|
|
|
$
|
(20,921
|
)
|
|
(52.2
|
)%
|
|
Year Ended
May 31,
|
|
Increase
(Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Revenues by business segment:
|
|
|
|
|
|
|
|
|||||||
TeamQualspec
|
$
|
467,099
|
|
|
$
|
408,259
|
|
|
$
|
58,840
|
|
|
14.4
|
%
|
TeamFurmanite
|
300,456
|
|
|
275,322
|
|
|
25,134
|
|
|
9.1
|
%
|
|||
Quest Integrity
|
74,492
|
|
|
65,946
|
|
|
8,546
|
|
|
13.0
|
%
|
|||
Total
|
$
|
842,047
|
|
|
$
|
749,527
|
|
|
$
|
92,520
|
|
|
12.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income:
|
|
|
|
|
|
|
|
|||||||
TeamQualspec
|
$
|
60,198
|
|
|
$
|
47,787
|
|
|
$
|
12,411
|
|
|
26.0
|
%
|
TeamFurmanite
|
28,713
|
|
|
26,177
|
|
|
2,536
|
|
|
9.7
|
%
|
|||
Quest Integrity
|
13,196
|
|
|
9,260
|
|
|
3,936
|
|
|
42.5
|
%
|
|||
Corporate and shared support services
|
(33,642
|
)
|
|
(29,803
|
)
|
|
(3,839
|
)
|
|
12.9
|
%
|
|||
Total
|
$
|
68,465
|
|
|
$
|
53,421
|
|
|
$
|
15,044
|
|
|
28.2
|
%
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
|
Total
|
||||||||||
Long-term debt obligations
|
$
|
20,000
|
|
|
$
|
40,000
|
|
|
$
|
306,911
|
|
|
$
|
—
|
|
|
$
|
366,911
|
|
Operating lease obligations
|
32,418
|
|
|
42,647
|
|
|
18,766
|
|
|
16,295
|
|
|
110,126
|
|
|||||
Defined benefit pension plan contribution obligations
|
1,481
|
|
|
3,088
|
|
|
3,265
|
|
|
9,009
|
|
|
16,843
|
|
|||||
Total
|
$
|
53,899
|
|
|
$
|
85,735
|
|
|
$
|
328,942
|
|
|
$
|
25,304
|
|
|
$
|
493,880
|
|
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Credit facility
|
$
|
366,911
|
|
|
$
|
371,383
|
|
Current maturities
|
(20,000
|
)
|
|
(20,000
|
)
|
||
Long-term debt, excluding current maturities
|
$
|
346,911
|
|
|
$
|
351,383
|
|
Outstanding letters of credit
|
$
|
21,600
|
|
|
$
|
13,218
|
|
Leasing arrangements
|
$
|
110,126
|
|
|
$
|
81,437
|
|
Defined benefit pension liability
|
$
|
21,239
|
|
|
$
|
—
|
|
Other long-term liabilities
|
$
|
2,592
|
|
|
$
|
—
|
|
•
|
Revenue Recognition
|
•
|
Goodwill and Intangible Assets
|
•
|
Income Taxes
|
•
|
Workers’ Compensation, Auto, Medical and General Liability Accruals
|
•
|
Allowance for Doubtful Accounts
|
•
|
Estimated Useful Lives
|
|
Twelve Months Ended
December 31, 2016
|
||||||||||||||
|
TeamQualspec
|
|
TeamFurmanite
|
|
Quest Integrity
|
|
Total
|
||||||||
Balance at beginning of year
|
$
|
207,497
|
|
|
$
|
19,874
|
|
|
$
|
29,283
|
|
|
$
|
256,654
|
|
Acquisitions
|
5,955
|
|
|
89,646
|
|
|
4,137
|
|
|
99,738
|
|
||||
Foreign currency adjustments
|
23
|
|
|
(461
|
)
|
|
(168
|
)
|
|
(606
|
)
|
||||
Balance at end of year
|
$
|
213,475
|
|
|
$
|
109,059
|
|
|
$
|
33,252
|
|
|
$
|
355,786
|
|
|
Seven Months Ended
December 31, 2015
|
||||||||||||||
|
TeamQualspec
|
|
TeamFurmanite
|
|
Quest Integrity
|
|
Total
|
||||||||
Balance at beginning of period
|
$
|
60,737
|
|
|
$
|
17,466
|
|
|
$
|
29,570
|
|
|
$
|
107,773
|
|
Acquisitions
|
148,482
|
|
|
2,483
|
|
|
—
|
|
|
150,965
|
|
||||
Foreign currency adjustments
|
(1,722
|
)
|
|
(75
|
)
|
|
(287
|
)
|
|
(2,084
|
)
|
||||
Balance at end of period
|
$
|
207,497
|
|
|
$
|
19,874
|
|
|
$
|
29,283
|
|
|
$
|
256,654
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
46,216
|
|
|
$
|
44,825
|
|
Restricted cash
|
—
|
|
|
5,000
|
|
||
Receivables, net of allowance of $7,835 and $3,548
|
262,773
|
|
|
214,324
|
|
||
Inventory
|
49,571
|
|
|
27,936
|
|
||
Income tax receivable
|
512
|
|
|
3,893
|
|
||
Deferred income taxes
|
16,521
|
|
|
6,917
|
|
||
Prepaid expenses and other current assets
|
25,764
|
|
|
11,664
|
|
||
Total current assets
|
401,357
|
|
|
314,559
|
|
||
Property, plant and equipment, net
|
203,130
|
|
|
124,983
|
|
||
Intangible assets, net of accumulated amortization of $37,309 and $21,161
|
176,104
|
|
|
99,119
|
|
||
Goodwill
|
355,786
|
|
|
256,654
|
|
||
Other assets, net
|
4,826
|
|
|
2,421
|
|
||
Deferred income taxes
|
6,215
|
|
|
1,255
|
|
||
Total assets
|
$
|
1,147,418
|
|
|
$
|
798,991
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current-portion of long term debt
|
$
|
20,000
|
|
|
$
|
20,000
|
|
Accounts payable
|
47,817
|
|
|
22,364
|
|
||
Other accrued liabilities
|
79,904
|
|
|
49,796
|
|
||
Total current liabilities
|
147,721
|
|
|
92,160
|
|
||
Deferred income taxes
|
93,318
|
|
|
17,302
|
|
||
Long-term debt
|
346,911
|
|
|
351,383
|
|
||
Defined benefit pension liability
|
21,239
|
|
|
—
|
|
||
Other long-term liabilities
|
2,592
|
|
|
—
|
|
||
Total liabilities
|
611,781
|
|
|
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; 29,784,734 and 21,836,694 shares issued
|
8,934
|
|
|
6,552
|
|
||
Additional paid-in capital
|
336,756
|
|
|
120,126
|
|
||
Retained earnings
|
218,947
|
|
|
250,980
|
|
||
Accumulated other comprehensive loss
|
(29,000
|
)
|
|
(18,374
|
)
|
||
Treasury stock at cost, 0 and 546,977 shares
|
—
|
|
|
(21,138
|
)
|
||
Total equity
|
535,637
|
|
|
338,146
|
|
||
Total liabilities and equity
|
$
|
1,147,418
|
|
|
$
|
798,991
|
|
|
Twelve Months Ended
December 31, |
|
Seven Months Ended
December 31, |
|
Twelve Months Ended
May 31, |
||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||||
Revenues
|
$
|
1,196,696
|
|
|
$
|
571,718
|
|
|
$
|
842,047
|
|
|
$
|
749,527
|
|
Operating expenses
|
868,144
|
|
|
409,391
|
|
|
584,054
|
|
|
527,611
|
|
||||
Gross margin
|
328,552
|
|
|
162,327
|
|
|
257,993
|
|
|
221,916
|
|
||||
Selling, general and administrative expenses
|
323,973
|
|
|
142,643
|
|
|
189,528
|
|
|
171,455
|
|
||||
Exit costs and other related charges
|
5,513
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Loss (gain) on revaluation of contingent consideration
|
2,184
|
|
|
522
|
|
|
—
|
|
|
(2,138
|
)
|
||||
Earnings from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
822
|
|
||||
Operating income (loss)
|
(3,118
|
)
|
|
19,162
|
|
|
68,465
|
|
|
53,421
|
|
||||
Interest expense, net
|
12,667
|
|
|
4,898
|
|
|
2,489
|
|
|
2,851
|
|
||||
Loss on investment in Venezuela
|
—
|
|
|
—
|
|
|
1,177
|
|
|
—
|
|
||||
Foreign currency (gain) loss
|
(93
|
)
|
|
813
|
|
|
1,509
|
|
|
4,185
|
|
||||
Other expense (income), net
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Earnings (loss) from continuing operations before income taxes
|
(15,658
|
)
|
|
13,451
|
|
|
63,290
|
|
|
46,385
|
|
||||
Less: Provision (benefit) for income taxes (see Note 8)
|
(3,093
|
)
|
|
4,573
|
|
|
22,793
|
|
|
16,236
|
|
||||
Income (loss) from continuing operations
|
(12,565
|
)
|
|
8,878
|
|
|
40,497
|
|
|
30,149
|
|
||||
Loss from discontinued operations, net of income tax
|
(111
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
(12,676
|
)
|
|
8,878
|
|
|
40,497
|
|
|
30,149
|
|
||||
Less: Income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
427
|
|
|
294
|
|
||||
Net income (loss) available to Team shareholders
|
$
|
(12,676
|
)
|
|
$
|
8,878
|
|
|
$
|
40,070
|
|
|
$
|
29,855
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.45
|
)
|
|
$
|
0.43
|
|
|
$
|
1.95
|
|
|
$
|
1.46
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
$
|
(0.45
|
)
|
|
$
|
0.43
|
|
|
$
|
1.95
|
|
|
$
|
1.46
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.45
|
)
|
|
$
|
0.41
|
|
|
$
|
1.85
|
|
|
$
|
1.40
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
$
|
(0.45
|
)
|
|
$
|
0.41
|
|
|
$
|
1.85
|
|
|
$
|
1.40
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts attributable to Team shareholders:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations, net of income tax
|
$
|
(12,565
|
)
|
|
$
|
8,878
|
|
|
$
|
40,070
|
|
|
$
|
29,855
|
|
Loss from discontinued operations, net of income tax
|
(111
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
$
|
(12,676
|
)
|
|
$
|
8,878
|
|
|
$
|
40,070
|
|
|
$
|
29,855
|
|
|
Twelve Months Ended
December 31, |
|
Seven Months Ended
December 31, |
|
Twelve Months Ended
May 31, |
||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||||
Net income (loss)
|
$
|
(12,676
|
)
|
|
$
|
8,878
|
|
|
$
|
40,497
|
|
|
$
|
30,149
|
|
Foreign currency translation adjustment
|
(3,849
|
)
|
|
(7,228
|
)
|
|
(15,822
|
)
|
|
(1,613
|
)
|
||||
Foreign currency hedge
|
481
|
|
|
101
|
|
|
3,237
|
|
|
(775
|
)
|
||||
Net actuarial loss on defined benefit pension plans
|
(10,518
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Tax benefit attributable to other comprehensive loss
|
3,260
|
|
|
2,291
|
|
|
1,655
|
|
|
1,498
|
|
||||
Total comprehensive income (loss)
|
(23,302
|
)
|
|
4,042
|
|
|
29,567
|
|
|
29,259
|
|
||||
Less: Total comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
356
|
|
|
294
|
|
||||
Total comprehensive income (loss) available to Team shareholders
|
$
|
(23,302
|
)
|
|
$
|
4,042
|
|
|
$
|
29,211
|
|
|
$
|
28,965
|
|
|
Common
Shares
|
|
Treasury
Shares
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid in
Capital
|
|
Noncontrolling
Interest
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Shareholders’
Equity
|
||||||||||||||||
Balance at June 1, 2013
|
20,588
|
|
|
(90
|
)
|
|
$
|
6,176
|
|
|
$
|
(1,344
|
)
|
|
$
|
99,278
|
|
|
$
|
5,384
|
|
|
$
|
184,485
|
|
|
$
|
(1,789
|
)
|
|
$
|
292,190
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,149
|
|
|
—
|
|
|
30,149
|
|
|||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(400
|
)
|
|
(400
|
)
|
|||||||
Foreign currency hedge, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(490
|
)
|
|
(490
|
)
|
|||||||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
294
|
|
|
(294
|
)
|
|
—
|
|
|
—
|
|
|||||||
Non-cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,239
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,239
|
|
|||||||
Vesting of stock awards
|
117
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
(1,744
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,710
|
)
|
|||||||
Tax effect of share-based payment arrangements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,131
|
|
|||||||
Exercise of stock options
|
232
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
5,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,270
|
|
|||||||
Purchase of treasury stock
|
—
|
|
|
(369
|
)
|
|
—
|
|
|
(13,334
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,334
|
)
|
|||||||
Retirement of treasury stock
|
(459
|
)
|
|
459
|
|
|
(138
|
)
|
|
14,678
|
|
|
(2,232
|
)
|
|
—
|
|
|
(12,308
|
)
|
|
—
|
|
|
—
|
|
|||||||
Balance at May 31, 2014
|
20,478
|
|
|
—
|
|
|
6,142
|
|
|
—
|
|
|
105,872
|
|
|
5,678
|
|
|
202,032
|
|
|
(2,679
|
)
|
|
317,045
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,497
|
|
|
—
|
|
|
40,497
|
|
|||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,263
|
)
|
|
(13,263
|
)
|
|||||||
Foreign currency hedge, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,333
|
|
|
2,333
|
|
|||||||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
356
|
|
|
(427
|
)
|
|
71
|
|
|
—
|
|
|||||||
Non-cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,838
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,838
|
|
|||||||
Vesting of stock awards
|
106
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
(1,808
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,775
|
)
|
|||||||
Tax effect of share-based payment arrangements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,034
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,034
|
|
|||||||
Exercise of stock options
|
325
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|
3,706
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,804
|
|
|||||||
Purchase of treasury stock
|
—
|
|
|
(547
|
)
|
|
—
|
|
|
(21,138
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,138
|
)
|
|||||||
Balance at May 31, 2015
|
20,909
|
|
|
(547
|
)
|
|
6,273
|
|
|
(21,138
|
)
|
|
115,642
|
|
|
6,034
|
|
|
242,102
|
|
|
(13,538
|
)
|
|
335,375
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,878
|
|
|
—
|
|
|
8,878
|
|
|||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,898
|
)
|
|
(4,898
|
)
|
|||||||
Foreign currency hedge, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
62
|
|
|||||||
Purchase of noncontrolling interest
|
728
|
|
|
—
|
|
|
218
|
|
|
—
|
|
|
(118
|
)
|
|
(6,034
|
)
|
|
—
|
|
|
—
|
|
|
(5,934
|
)
|
|||||||
Non-cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,522
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,522
|
|
|||||||
Vesting of stock awards
|
89
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
(1,402
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,375
|
)
|
|||||||
Tax effect of share-based payment arrangements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
374
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
374
|
|
|||||||
Exercise of stock options
|
111
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
2,108
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,142
|
|
|||||||
Balance at December 31, 2015
|
21,837
|
|
|
(547
|
)
|
|
6,552
|
|
|
(21,138
|
)
|
|
120,126
|
|
|
—
|
|
|
250,980
|
|
|
(18,374
|
)
|
|
338,146
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,676
|
)
|
|
—
|
|
|
(12,676
|
)
|
|||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,498
|
)
|
|
(2,498
|
)
|
|||||||
Foreign currency hedge, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|
300
|
|
|||||||
Change in defined benefit pension plan net actuarial loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,428
|
)
|
|
(8,428
|
)
|
|||||||
Non-cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,313
|
|
|||||||
Vesting of stock awards
|
142
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
(1,749
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,709
|
)
|
|||||||
Tax effect of share-based payment arrangements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(535
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(535
|
)
|
|||||||
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
|
251
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
5,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,903
|
|
|||||||
Issuance of common stock
|
168
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
5,884
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,934
|
|
|||||||
Purchase of treasury stock
|
—
|
|
|
(274
|
)
|
|
—
|
|
|
(7,593
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,593
|
)
|
|||||||
Retirement of treasury stock
|
(821
|
)
|
|
821
|
|
|
(245
|
)
|
|
28,731
|
|
|
(9,129
|
)
|
|
—
|
|
|
(19,357
|
)
|
|
—
|
|
|
—
|
|
|||||||
Other
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|||||||
Balance at December 31, 2016
|
29,785
|
|
|
—
|
|
|
$
|
8,934
|
|
|
$
|
—
|
|
|
$
|
336,756
|
|
|
$
|
—
|
|
|
$
|
218,947
|
|
|
$
|
(29,000
|
)
|
|
$
|
535,637
|
|
|
Twelve Months Ended
December 31, |
|
Seven Months Ended
December 31, |
|
Twelve Months Ended
May 31, |
||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(12,676
|
)
|
|
$
|
8,878
|
|
|
$
|
40,497
|
|
|
$
|
30,149
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Earnings from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(822
|
)
|
||||
Depreciation and amortization
|
48,673
|
|
|
19,426
|
|
|
22,787
|
|
|
21,468
|
|
||||
Loss on asset impairment and disposals
|
1,540
|
|
|
51
|
|
|
617
|
|
|
78
|
|
||||
Amortization of deferred loan costs
|
541
|
|
|
256
|
|
|
223
|
|
|
223
|
|
||||
Provision for doubtful accounts
|
6,336
|
|
|
1,819
|
|
|
233
|
|
|
2,140
|
|
||||
Loss on investment in Venezuela
|
—
|
|
|
—
|
|
|
1,177
|
|
|
—
|
|
||||
Foreign currency (gain) loss
|
(93
|
)
|
|
813
|
|
|
1,509
|
|
|
4,185
|
|
||||
Deferred income taxes
|
(4,236
|
)
|
|
2,411
|
|
|
(729
|
)
|
|
(1,040
|
)
|
||||
Loss (gain) on contingent consideration revaluation
|
2,184
|
|
|
522
|
|
|
—
|
|
|
(2,138
|
)
|
||||
Non-cash compensation cost
|
7,313
|
|
|
3,469
|
|
|
4,838
|
|
|
4,239
|
|
||||
Other, net
|
(1,182
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
(Increase) decrease, net of the effects of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Receivables
|
16,518
|
|
|
15,231
|
|
|
(43,425
|
)
|
|
(8,952
|
)
|
||||
Inventory
|
2,119
|
|
|
372
|
|
|
(925
|
)
|
|
822
|
|
||||
Prepaid expenses and other current assets
|
(163
|
)
|
|
(111
|
)
|
|
(2,525
|
)
|
|
(17
|
)
|
||||
Increase (decrease), net of the effects of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable
|
8,361
|
|
|
(13,365
|
)
|
|
10,789
|
|
|
(295
|
)
|
||||
Other accrued liabilities
|
(2,346
|
)
|
|
(14,426
|
)
|
|
9,377
|
|
|
(1,208
|
)
|
||||
Income taxes
|
6,675
|
|
|
(8,085
|
)
|
|
(972
|
)
|
|
4,029
|
|
||||
Net cash provided by operating activities
|
79,564
|
|
|
17,261
|
|
|
43,471
|
|
|
52,861
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
(45,812
|
)
|
|
(25,802
|
)
|
|
(28,769
|
)
|
|
(33,016
|
)
|
||||
Proceeds from sale of assets
|
4,232
|
|
|
5,227
|
|
|
133
|
|
|
357
|
|
||||
Net proceeds from sale of discontinued operations
|
13,295
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Business acquisitions, net of cash acquired
|
(48,382
|
)
|
|
(262,100
|
)
|
|
(3,075
|
)
|
|
(10,175
|
)
|
||||
Change in restricted cash
|
5,000
|
|
|
(5,000
|
)
|
|
—
|
|
|
—
|
|
||||
Change related to Venezuelan operations
|
—
|
|
|
—
|
|
|
(620
|
)
|
|
—
|
|
||||
Distributions from joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
2,223
|
|
||||
(Increase) decrease in other assets, net
|
827
|
|
|
(105
|
)
|
|
550
|
|
|
2
|
|
||||
Net cash used in investing activities
|
(70,840
|
)
|
|
(287,780
|
)
|
|
(31,781
|
)
|
|
(40,609
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net debt borrowings
|
15,996
|
|
|
103,000
|
|
|
8,000
|
|
|
—
|
|
||||
Net (payments) borrowings under term loan
|
(20,000
|
)
|
|
190,000
|
|
|
—
|
|
|
—
|
|
||||
Deferred consideration payments
|
(694
|
)
|
|
(2,307
|
)
|
|
(1,000
|
)
|
|
(1,000
|
)
|
||||
Contingent consideration payments
|
(1,816
|
)
|
|
(230
|
)
|
|
(1,000
|
)
|
|
—
|
|
||||
Purchase of noncontrolling interest
|
—
|
|
|
(5,934
|
)
|
|
—
|
|
|
—
|
|
||||
Debt issuance costs
|
(801
|
)
|
|
(1,950
|
)
|
|
—
|
|
|
—
|
|
||||
Payments related to withholding tax for share-based payment arrangements
|
(1,709
|
)
|
|
(1,375
|
)
|
|
(1,775
|
)
|
|
(1,710
|
)
|
||||
Corporate tax effect from share-based payment arrangements
|
(535
|
)
|
|
374
|
|
|
3,034
|
|
|
1,131
|
|
||||
Exercise of stock options
|
5,903
|
|
|
2,142
|
|
|
3,804
|
|
|
5,270
|
|
||||
Issuance of common stock, net of issuance costs
|
5,243
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Purchase of treasury stock
|
(7,593
|
)
|
|
—
|
|
|
(21,138
|
)
|
|
(13,334
|
)
|
||||
Net cash provided by (used in) financing activities
|
(6,006
|
)
|
|
283,720
|
|
|
(10,075
|
)
|
|
(9,643
|
)
|
||||
Effect of exchange rate changes on cash
|
(1,327
|
)
|
|
(1,587
|
)
|
|
(3,060
|
)
|
|
(2,154
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
1,391
|
|
|
11,614
|
|
|
(1,445
|
)
|
|
455
|
|
||||
Cash and cash equivalents at beginning of period
|
44,825
|
|
|
33,211
|
|
|
34,656
|
|
|
34,201
|
|
||||
Cash and cash equivalents at end of period
|
$
|
46,216
|
|
|
$
|
44,825
|
|
|
$
|
33,211
|
|
|
$
|
34,656
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
||||||||
Cash paid (refunded) during the year for:
|
|
|
|
|
|
|
|
||||||||
Interest
|
$
|
12,207
|
|
|
$
|
3,907
|
|
|
$
|
2,028
|
|
|
$
|
2,728
|
|
Income taxes
|
(2,741
|
)
|
|
10,252
|
|
|
21,491
|
|
|
12,111
|
|
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
|
|
Twelve Months Ended
December 31, 2016 |
||||||||||||||
|
TeamQualspec
|
|
TeamFurmanite
|
|
Quest Integrity
|
|
Total
|
||||||||
Balance at beginning of period
|
$
|
207,497
|
|
|
$
|
19,874
|
|
|
$
|
29,283
|
|
|
$
|
256,654
|
|
Acquisitions
|
5,955
|
|
|
89,646
|
|
|
4,137
|
|
|
99,738
|
|
||||
Foreign currency adjustments
|
23
|
|
|
(461
|
)
|
|
(168
|
)
|
|
(606
|
)
|
||||
Balance at end of period
|
$
|
213,475
|
|
|
$
|
109,059
|
|
|
$
|
33,252
|
|
|
$
|
355,786
|
|
|
Seven Months Ended
December 31, 2015 |
||||||||||||||
|
TeamQualspec
|
|
TeamFurmanite
|
|
Quest Integrity
|
|
Total
|
||||||||
Balance at beginning of year
|
$
|
60,737
|
|
|
$
|
17,466
|
|
|
$
|
29,570
|
|
|
$
|
107,773
|
|
Acquisitions
|
148,482
|
|
|
2,483
|
|
|
—
|
|
|
150,965
|
|
||||
Foreign currency adjustments
|
(1,722
|
)
|
|
(75
|
)
|
|
(287
|
)
|
|
(2,084
|
)
|
||||
Balance at end of year
|
$
|
207,497
|
|
|
$
|
19,874
|
|
|
$
|
29,283
|
|
|
$
|
256,654
|
|
|
Twelve Months Ended
December 31, |
|
Seven Months Ended
December 31, |
|
Twelve Months Ended
May 31, |
||||||
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||
Weighted-average number of basic shares outstanding
|
28,095
|
|
|
20,852
|
|
|
20,500
|
|
|
20,439
|
|
Stock options, stock units and performance awards
|
—
|
|
|
260
|
|
|
419
|
|
|
633
|
|
Conversion of noncontrolling interest
|
—
|
|
|
313
|
|
|
732
|
|
|
213
|
|
Total shares and dilutive securities
|
28,095
|
|
|
21,425
|
|
|
21,651
|
|
|
21,285
|
|
|
February 29, 2016
|
||
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
|
||
Cash and cash equivalents
|
$
|
37,734
|
|
Accounts receivable
|
65,925
|
|
|
Inventory
|
25,847
|
|
|
Current deferred tax assets
|
19,857
|
|
|
Prepaid expenses and other current assets
|
23,044
|
|
|
Current assets of discontinued operations
|
18,623
|
|
|
Property, plant and equipment
|
63,259
|
|
|
Intangible assets
|
88,958
|
|
|
Goodwill
|
89,646
|
|
|
Other non-current assets
|
687
|
|
|
Non-current deferred tax assets
|
2,542
|
|
|
Total assets acquired
|
436,122
|
|
|
|
|
||
Accounts payable
|
12,359
|
|
|
Other accrued liabilities
|
33,127
|
|
|
Income taxes payable
|
229
|
|
|
Current liabilities of discontinued operations
|
1,434
|
|
|
Non-current deferred tax liabilities
|
91,431
|
|
|
Defined benefit pension liability
|
13,509
|
|
|
Other long-term liabilities
|
1,692
|
|
|
Total liabilities assumed
|
153,781
|
|
|
Net assets acquired
|
$
|
282,341
|
|
|
Pro forma data
|
|
Pro forma data
|
||||
|
Year Ended
December 31, |
|
Seven Months Ended
December 31, |
||||
|
2016
|
|
2015
|
||||
|
(unaudited)
|
|
(unaudited)
|
||||
Revenues
|
$
|
1,240,466
|
|
|
$
|
787,914
|
|
Income (loss) from continuing operations attributable to Team shareholders
|
$
|
(7,497
|
)
|
|
$
|
15,979
|
|
Earnings (loss) per share from continuing operations:
|
|
|
|
||||
Basic
|
$
|
(0.25
|
)
|
|
$
|
0.55
|
|
Diluted
|
$
|
(0.25
|
)
|
|
$
|
0.54
|
|
|
July 7, 2015
|
||
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
|
||||
|
Seven Months Ended December 31,
|
|
Year Ended May 31,
|
||||
|
2015
|
|
2015
|
||||
|
(unaudited)
|
|
(unaudited)
|
||||
Revenues
|
$
|
589,553
|
|
|
$
|
1,011,829
|
|
Income from continuing operations attributable to Team shareholders
|
$
|
9,215
|
|
|
$
|
41,597
|
|
Earnings per share from continuing operations:
|
|
|
|
||||
Basic
|
$
|
0.44
|
|
|
$
|
2.03
|
|
Diluted
|
$
|
0.43
|
|
|
$
|
1.92
|
|
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Trade accounts receivable
|
$
|
230,889
|
|
|
$
|
170,774
|
|
Unbilled revenues
|
39,719
|
|
|
47,098
|
|
||
Allowance for doubtful accounts
|
(7,835
|
)
|
|
(3,548
|
)
|
||
Total
|
$
|
262,773
|
|
|
$
|
214,324
|
|
|
Twelve Months Ended
December 31, |
|
Seven Months Ended
December 31, |
|
Twelve Months Ended
May 31, |
||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||||
Balance at beginning of period
|
$
|
3,548
|
|
|
$
|
2,775
|
|
|
$
|
4,784
|
|
|
$
|
5,438
|
|
Provision for doubtful accounts
|
6,336
|
|
|
1,819
|
|
|
233
|
|
|
2,140
|
|
||||
Write-off of bad debts
|
(2,049
|
)
|
|
(1,046
|
)
|
|
(2,242
|
)
|
|
(2,794
|
)
|
||||
Balance at end of period
|
$
|
7,835
|
|
|
$
|
3,548
|
|
|
$
|
2,775
|
|
|
$
|
4,784
|
|
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Raw materials
|
$
|
6,844
|
|
|
$
|
3,167
|
|
Work in progress
|
2,713
|
|
|
1,018
|
|
||
Finished goods
|
40,014
|
|
|
23,751
|
|
||
Total
|
$
|
49,571
|
|
|
$
|
27,936
|
|
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Land
|
$
|
7,429
|
|
|
$
|
3,124
|
|
Buildings and leasehold improvements
|
42,257
|
|
|
29,690
|
|
||
Machinery and equipment
|
233,063
|
|
|
174,222
|
|
||
Furniture and fixtures
|
8,431
|
|
|
6,561
|
|
||
Capitalized ERP system development costs
|
44,876
|
|
|
25,606
|
|
||
Computers and computer software
|
11,775
|
|
|
8,062
|
|
||
Automobiles
|
5,370
|
|
|
5,280
|
|
||
Construction in progress
|
12,997
|
|
|
5,177
|
|
||
Total
|
366,198
|
|
|
257,722
|
|
||
Accumulated depreciation and amortization
|
(163,068
|
)
|
|
(132,739
|
)
|
||
Property, plant, and equipment, net
|
$
|
203,130
|
|
|
$
|
124,983
|
|
|
December 31, 2016
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
Customer relationships
|
$
|
174,742
|
|
|
$
|
(25,508
|
)
|
|
$
|
149,234
|
|
Non-compete agreements
|
5,397
|
|
|
(3,896
|
)
|
|
1,501
|
|
|||
Trade names
|
24,624
|
|
|
(4,216
|
)
|
|
20,408
|
|
|||
Technology
|
7,812
|
|
|
(3,364
|
)
|
|
4,448
|
|
|||
Licenses
|
838
|
|
|
(325
|
)
|
|
513
|
|
|||
Total
|
$
|
213,413
|
|
|
$
|
(37,309
|
)
|
|
$
|
176,104
|
|
|
December 31, 2015
|
||||||||||
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|||||||
Customer relationships
|
$
|
103,288
|
|
|
$
|
(12,995
|
)
|
|
$
|
90,293
|
|
Non-compete agreements
|
4,898
|
|
|
(3,468
|
)
|
|
1,430
|
|
|||
Trade names
|
6,299
|
|
|
(1,940
|
)
|
|
4,359
|
|
|||
Technology
|
5,112
|
|
|
(2,541
|
)
|
|
2,571
|
|
|||
Licenses
|
683
|
|
|
(217
|
)
|
|
466
|
|
|||
Total
|
$
|
120,280
|
|
|
$
|
(21,161
|
)
|
|
$
|
99,119
|
|
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Payroll and other compensation expenses
|
$
|
38,214
|
|
|
$
|
21,879
|
|
Insurance accruals
|
13,896
|
|
|
7,008
|
|
||
Property, sales and other non-income related taxes
|
5,599
|
|
|
3,058
|
|
||
Lease commitments
|
2,119
|
|
|
1,721
|
|
||
Deferred revenue
|
3,433
|
|
|
1,355
|
|
||
Accrued commission
|
1,355
|
|
|
1,159
|
|
||
Accrued interest
|
603
|
|
|
984
|
|
||
Volume discount
|
1,067
|
|
|
1,280
|
|
||
Contingent consideration
|
2,103
|
|
|
3,638
|
|
||
Other
|
11,515
|
|
|
7,714
|
|
||
Total
|
$
|
79,904
|
|
|
$
|
49,796
|
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
Twelve months ended December 31, 2016:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
(2,048
|
)
|
|
$
|
(5,262
|
)
|
|
$
|
(7,310
|
)
|
State & local
|
(1,338
|
)
|
|
206
|
|
|
(1,132
|
)
|
|||
Foreign jurisdictions
|
4,529
|
|
|
820
|
|
|
5,349
|
|
|||
|
$
|
1,143
|
|
|
$
|
(4,236
|
)
|
|
$
|
(3,093
|
)
|
Seven months ended December 31, 2015:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
(4
|
)
|
|
$
|
1,667
|
|
|
$
|
1,663
|
|
State & local
|
90
|
|
|
187
|
|
|
277
|
|
|||
Foreign jurisdictions
|
2,128
|
|
|
505
|
|
|
2,633
|
|
|||
|
$
|
2,214
|
|
|
$
|
2,359
|
|
|
$
|
4,573
|
|
Twelve months ended May 31, 2015:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
17,183
|
|
|
$
|
606
|
|
|
$
|
17,789
|
|
State & local
|
2,634
|
|
|
(141
|
)
|
|
2,493
|
|
|||
Foreign jurisdictions
|
3,598
|
|
|
(1,087
|
)
|
|
2,511
|
|
|||
|
$
|
23,415
|
|
|
$
|
(622
|
)
|
|
$
|
22,793
|
|
Twelve months ended May 31, 2014:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
11,933
|
|
|
$
|
358
|
|
|
$
|
12,291
|
|
State & local
|
1,759
|
|
|
319
|
|
|
2,078
|
|
|||
Foreign jurisdictions
|
3,573
|
|
|
(1,706
|
)
|
|
1,867
|
|
|||
|
$
|
17,265
|
|
|
$
|
(1,029
|
)
|
|
$
|
16,236
|
|
|
Twelve Months Ended
December 31, |
|
Seven Months Ended
December 31, |
|
Twelve Months Ended May 31,
|
||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||||
Domestic
|
$
|
(25,488
|
)
|
|
$
|
6,627
|
|
|
$
|
51,784
|
|
|
$
|
38,214
|
|
Foreign
|
9,830
|
|
|
6,824
|
|
|
11,506
|
|
|
8,171
|
|
||||
|
$
|
(15,658
|
)
|
|
$
|
13,451
|
|
|
$
|
63,290
|
|
|
$
|
46,385
|
|
|
Twelve Months Ended
December 31, |
|
Seven Months Ended
December 31, |
|
Twelve Months Ended May 31,
|
||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||||
Pre-tax income (loss) from continuing operations
|
$
|
(15,658
|
)
|
|
$
|
13,451
|
|
|
$
|
63,290
|
|
|
$
|
46,385
|
|
Computed income taxes at statutory rate
|
(5,481
|
)
|
|
$
|
4,710
|
|
|
$
|
22,153
|
|
|
$
|
16,235
|
|
|
State income taxes, net of federal benefit
|
(713
|
)
|
|
258
|
|
|
1,670
|
|
|
1,505
|
|
||||
Foreign tax rate differential
|
(707
|
)
|
|
(648
|
)
|
|
(1,318
|
)
|
|
(1,004
|
)
|
||||
Production activity deduction
|
—
|
|
|
(10
|
)
|
|
(136
|
)
|
|
(174
|
)
|
||||
Deferred taxes on investment in foreign subsidiaries
|
1,777
|
|
|
(335
|
)
|
|
819
|
|
|
(1,133
|
)
|
||||
Non-deductible expenses
|
871
|
|
|
335
|
|
|
513
|
|
|
510
|
|
||||
Foreign tax credits
|
(2,302
|
)
|
|
(19
|
)
|
|
(11
|
)
|
|
(1,942
|
)
|
||||
Other tax credits
|
(1,033
|
)
|
|
(446
|
)
|
|
(223
|
)
|
|
(244
|
)
|
||||
Dividend from foreign subsidiaries
|
2,021
|
|
|
—
|
|
|
—
|
|
|
2,062
|
|
||||
Valuation allowance
|
1,986
|
|
|
771
|
|
|
(394
|
)
|
|
414
|
|
||||
Other
|
488
|
|
|
(43
|
)
|
|
(280
|
)
|
|
7
|
|
||||
Total provision (benefit) for income tax on continuing operations
|
$
|
(3,093
|
)
|
|
$
|
4,573
|
|
|
$
|
22,793
|
|
|
$
|
16,236
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued compensation and benefits
|
$
|
12,559
|
|
|
$
|
4,023
|
|
Receivables
|
3,856
|
|
|
739
|
|
||
Inventory
|
3,539
|
|
|
552
|
|
||
Stock options
|
1,526
|
|
|
2,241
|
|
||
Foreign currency translation and other equity adjustments
|
6,359
|
|
|
5,189
|
|
||
Other accrued liabilities
|
5,811
|
|
|
1,473
|
|
||
Tax credit carry forward
|
4,769
|
|
|
—
|
|
||
Net operating loss carry forwards
|
25,061
|
|
|
1,420
|
|
||
Other
|
4,227
|
|
|
1,174
|
|
||
Deferred tax assets
|
67,707
|
|
|
16,811
|
|
||
Less: Valuation allowance
|
(13,168
|
)
|
|
(857
|
)
|
||
Deferred tax assets, net
|
54,539
|
|
|
15,954
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(28,700
|
)
|
|
(11,840
|
)
|
||
Goodwill and intangible costs
|
(43,737
|
)
|
|
(10,496
|
)
|
||
Unremitted earnings of foreign subsidiaries
|
(51,087
|
)
|
|
(1,669
|
)
|
||
Prepaids
|
(775
|
)
|
|
(580
|
)
|
||
Other
|
(827
|
)
|
|
(499
|
)
|
||
Deferred tax liabilities
|
(125,126
|
)
|
|
(25,084
|
)
|
||
Net deferred tax liability
|
$
|
(70,587
|
)
|
|
$
|
(9,130
|
)
|
|
Twelve Months Ended
December 31, |
|
Year Ended Seven Months Ended December 31,
|
|
Twelve Months Ended May 31,
|
||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||||
Balance at beginning of year
|
$
|
539
|
|
|
$
|
477
|
|
|
$
|
715
|
|
|
$
|
697
|
|
Acquisition of Furmanite uncertain tax positions
|
660
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Additions based on current year tax positions
|
464
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Additions based on tax positions related to prior years
|
96
|
|
|
62
|
|
|
68
|
|
|
110
|
|
||||
Reductions based on tax positions related to prior years
|
(564
|
)
|
|
—
|
|
|
(306
|
)
|
|
—
|
|
||||
Settlements
|
(337
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Reductions resulting from a lapse of the applicable statute of limitations
|
—
|
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
||||
Balance at end of year
|
$
|
858
|
|
|
$
|
539
|
|
|
$
|
477
|
|
|
$
|
715
|
|
December 31
|
|
||
2017
|
$
|
20,000
|
|
2018
|
20,000
|
|
|
2019
|
20,000
|
|
|
2020
|
306,911
|
|
|
2021
|
—
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
366,911
|
|
|
Gain (Loss) Recognized in
Other Comprehensive
Income (Loss)
|
|
Gain (Loss) Reclassified from
Other Comprehensive Income (Loss)
to Earnings (Loss)
|
||||||||||||||||||||||||||||
|
Twelve Months Ended December 31,
|
|
Seven Months Ended
December 31, |
|
Twelve months ended May 31,
|
|
Twelve Months Ended December 31,
|
|
Seven Months Ended
December 31, |
|
Twelve months ended May 31,
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||||||||||||
Net investment hedge
|
$
|
481
|
|
|
$
|
101
|
|
|
$
|
3,237
|
|
|
$
|
(775
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Classification
|
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Classification
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Net investment hedge
|
Liability
|
|
Long-term debt
|
|
$
|
(5,048
|
)
|
|
Liability
|
|
Long-term debt
|
|
$
|
(4,567
|
)
|
Twelve Months Ended December 31,
|
Operating
Leases
|
||
2017
|
$
|
32,418
|
|
2018
|
25,200
|
|
|
2019
|
17,447
|
|
|
2020
|
10,941
|
|
|
2021
|
7,825
|
|
|
Thereafter
|
16,295
|
|
|
Total
|
$
|
110,126
|
|
|
December 31, 2016
|
||||||||||||||
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,739
|
|
|
$
|
3,739
|
|
Net investment hedge
|
$
|
—
|
|
|
$
|
(5,048
|
)
|
|
$
|
—
|
|
|
$
|
(5,048
|
)
|
|
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
|
)
|
|
Twelve Months Ended
December 31, 2016 |
|
Seven Months Ended
December 31, 2015 |
||||
Beginning balance
|
$
|
3,638
|
|
|
$
|
1,407
|
|
Accretion of liability
|
366
|
|
|
139
|
|
||
Foreign currency effects
|
80
|
|
|
—
|
|
||
Payment
|
(4,000
|
)
|
|
(230
|
)
|
||
Revaluation
|
2,184
|
|
|
(5,256
|
)
|
||
Acquisitions
|
1,471
|
|
|
7,578
|
|
||
Ending balance
|
$
|
3,739
|
|
|
$
|
3,638
|
|
|
Twelve Months Ended
December 31, 2016 |
|
Seven Months Ended
December 31, 2015 |
||||||||||
|
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 year
|
371
|
|
|
$
|
36.26
|
|
|
304
|
|
|
$
|
36.23
|
|
Changes during the year:
|
|
|
|
|
|
|
|
||||||
Granted
|
322
|
|
|
$
|
34.23
|
|
|
197
|
|
|
$
|
35.14
|
|
Assumed - Furmanite Acquisition
|
40
|
|
|
$
|
25.63
|
|
|
—
|
|
|
$
|
—
|
|
Vested and settled
|
(180
|
)
|
|
$
|
34.19
|
|
|
(126
|
)
|
|
$
|
34.43
|
|
Cancelled
|
(18
|
)
|
|
$
|
30.75
|
|
|
(4
|
)
|
|
$
|
39.27
|
|
Stock and stock units, end of year
|
535
|
|
|
$
|
35.11
|
|
|
371
|
|
|
$
|
36.26
|
|
|
Year Ended May 31, 2015
|
|
Year Ended May 31, 2014
|
||||||||||
|
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 year
|
310
|
|
|
$
|
31.42
|
|
|
329
|
|
|
$
|
26.07
|
|
Changes during the year:
|
|
|
|
|
|
|
|
||||||
Granted
|
156
|
|
|
$
|
39.51
|
|
|
136
|
|
|
$
|
36.70
|
|
Vested and settled
|
(133
|
)
|
|
$
|
29.23
|
|
|
(139
|
)
|
|
$
|
24.32
|
|
Cancelled
|
(29
|
)
|
|
$
|
34.12
|
|
|
(16
|
)
|
|
$
|
28.01
|
|
Stock and stock units, end of year
|
304
|
|
|
$
|
36.23
|
|
|
310
|
|
|
$
|
31.42
|
|
|
Twelve Months Ended
December 31, 2016 |
|
Seven Months Ended
December 31, 2015 |
||||||||||
|
No. of Long-
Term
Performance
Stock Units
|
|
Weighted
Average
Fair Value
|
|
No. of Long-
Term
Performance
Stock Units
|
|
Weighted
Average
Fair Value
|
||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Long-term performance stock units, beginning of year
|
59
|
|
|
$
|
37.16
|
|
|
23
|
|
|
$
|
42.25
|
|
Changes during the year:
|
|
|
|
|
|
|
|
||||||
Granted
|
—
|
|
|
$
|
—
|
|
|
36
|
|
|
$
|
33.91
|
|
Vested and settled
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Cancelled
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Long-term performance stock units, end of year
|
59
|
|
|
$
|
37.16
|
|
|
59
|
|
|
$
|
37.16
|
|
|
|
|
Year Ended
May 31, 2015 |
|||||||
|
|
|
|
|
No. of Long-
Term
Performance
Stock Units
|
|
Weighted
Average
Fair Value
|
|||
|
|
|
|
|
(in thousands)
|
|
|
|||
Long-term performance stock units, beginning of year
|
|
|
|
|
—
|
|
|
$
|
—
|
|
Changes during the year:
|
|
|
|
|
|
|
|
|||
Granted
|
|
|
|
|
23
|
|
|
$
|
42.25
|
|
Vested and settled
|
|
|
|
|
—
|
|
|
$
|
—
|
|
Cancelled
|
|
|
|
|
—
|
|
|
$
|
—
|
|
Long-term performance stock units, end of year
|
|
|
|
|
23
|
|
|
$
|
42.25
|
|
|
Twelve Months Ended
December 31, 2016 |
|
Seven Months Ended
December 31, 2015 |
||||||||||
|
No. of
Performance
Awards
|
|
Weighted
Average
Fair Value
|
|
No. of
Performance
Awards
|
|
Weighted
Average
Fair Value
|
||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Performance awards, beginning of year
|
13
|
|
|
$
|
35.15
|
|
|
28
|
|
|
$
|
32.86
|
|
Changes during the year:
|
|
|
|
|
|
|
|
||||||
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Vested and settled
|
(13
|
)
|
|
$
|
35.15
|
|
|
(15
|
)
|
|
$
|
30.82
|
|
Cancelled
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Performance awards, end of year
|
—
|
|
|
$
|
—
|
|
|
13
|
|
|
$
|
35.15
|
|
|
Year Ended
May 31, 2015 |
|
Year Ended
May 31, 2014 |
||||||||||
|
No. of
Performance
Awards
|
|
Weighted
Average
Fair Value
|
|
No. of
Performance
Awards
|
|
Weighted
Average
Fair Value
|
||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Performance awards, beginning of year
|
50
|
|
|
$
|
30.63
|
|
|
57
|
|
|
$
|
25.47
|
|
Changes during the year:
|
|
|
|
|
|
|
|
||||||
Granted
|
—
|
|
|
$
|
—
|
|
|
17
|
|
|
$
|
36.40
|
|
Vested and settled
|
(22
|
)
|
|
$
|
27.66
|
|
|
(24
|
)
|
|
$
|
22.65
|
|
Cancelled
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Performance awards, end of year
|
28
|
|
|
$
|
32.86
|
|
|
50
|
|
|
$
|
30.63
|
|
|
Twelve Months Ended
December 31, 2016 |
|
Seven Months Ended
December 31, 2015 |
||||||||||
|
No. of
Options
|
|
Weighted
Average
Exercise Price
|
|
No. of
Options
|
|
Weighted
Average
Exercise Price
|
||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Shares under option, beginning of year
|
376
|
|
|
$
|
25.71
|
|
|
490
|
|
|
$
|
24.80
|
|
Changes during the year:
|
|
|
|
|
|
|
|
||||||
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Assumed - Furmanite Acquisition
|
132
|
|
|
$
|
33.20
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
(251
|
)
|
|
$
|
23.50
|
|
|
(109
|
)
|
|
$
|
21.41
|
|
Cancelled
|
(50
|
)
|
|
$
|
35.00
|
|
|
—
|
|
|
$
|
—
|
|
Expired
|
(4
|
)
|
|
$
|
44.62
|
|
|
(5
|
)
|
|
$
|
30.33
|
|
Shares under option, end of year
|
203
|
|
|
$
|
30.63
|
|
|
376
|
|
|
$
|
25.71
|
|
Exercisable at end of year
|
203
|
|
|
$
|
30.63
|
|
|
376
|
|
|
$
|
25.71
|
|
|
Year Ended
May 31, 2015 |
|
Year Ended
May 31, 2014 |
||||||||||
|
No. of
Options
|
|
Weighted
Average
Exercise Price
|
|
No. of
Options
|
|
Weighted
Average
Exercise Price
|
||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Shares under option, beginning of year
|
816
|
|
|
$
|
19.61
|
|
|
1,052
|
|
|
$
|
20.24
|
|
Changes during the year:
|
|
|
|
|
|
|
|
||||||
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
(326
|
)
|
|
$
|
11.79
|
|
|
(232
|
)
|
|
$
|
22.69
|
|
Cancelled
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Expired
|
—
|
|
|
$
|
—
|
|
|
(4
|
)
|
|
$
|
6.96
|
|
Shares under option, end of year
|
490
|
|
|
$
|
24.80
|
|
|
816
|
|
|
$
|
19.61
|
|
Exercisable at end of year
|
490
|
|
|
$
|
24.80
|
|
|
816
|
|
|
$
|
19.61
|
|
Range of Prices
|
No. of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Life
|
|||
|
(in thousands)
|
|
|
|
(in years)
|
|||
$20.19 to $30.28
|
44
|
|
|
$
|
25.80
|
|
|
1.9
|
$30.28 to $40.38
|
152
|
|
|
$
|
31.08
|
|
|
2.7
|
$40.38 to $50.47
|
7
|
|
|
$
|
50.47
|
|
|
7.4
|
|
203
|
|
|
$
|
30.63
|
|
|
2.7
|
|
Twelve Months Ended
December 31,
|
||
|
2016
1
|
||
Service cost
|
$
|
79
|
|
Interest cost
|
2,504
|
|
|
Expected return on plan assets
|
(2,577
|
)
|
|
Net periodic pension cost
|
$
|
6
|
|
|
December 31, 2016
|
|
February 29, 2016
|
||
Discount rate
|
2.7
|
%
|
|
4.0
|
%
|
Rate of compensation increase
1
|
Not applicable
|
|
Not applicable
|
||
Inflation
|
3.3
|
%
|
|
2.8
|
%
|
|
Twelve Months Ended
December 31,
|
|
|
2016
|
|
Discount rate
|
4.0
|
%
|
Expected long-term return on plan assets
|
4.9
|
%
|
Rate of compensation increase
1
|
Not applicable
|
|
Inflation
|
2.8
|
%
|
|
December 31, 2016
|
||
Projected benefit obligation:
|
|
||
Beginning of year
|
$
|
—
|
|
Acquisition of Furmanite
|
80,410
|
|
|
Service cost
|
79
|
|
|
Interest cost
|
2,504
|
|
|
Actuarial loss
|
18,233
|
|
|
Benefits paid
|
(2,804
|
)
|
|
Foreign currency translation adjustment and other
|
(9,216
|
)
|
|
End of year
|
89,206
|
|
|
Fair value of plan assets:
|
|
||
Beginning of year
|
—
|
|
|
Acquisition of Furmanite
|
66,901
|
|
|
Actual gain on plan assets
|
10,222
|
|
|
Employer contributions
|
1,182
|
|
|
Benefits paid
|
(2,804
|
)
|
|
Foreign currency translation adjustment and other
|
(7,534
|
)
|
|
End of year
|
67,967
|
|
|
Excess projected obligation under (over) fair value of plan assets at end of year
|
$
|
(21,239
|
)
|
Amounts recognized in accumulated other comprehensive loss:
|
|
||
Net actuarial loss
|
$
|
10,518
|
|
2017
|
$
|
2,689
|
|
2018
|
2,681
|
|
|
2019
|
3,119
|
|
|
2020
|
3,742
|
|
|
2021
|
3,738
|
|
|
2022-2026
|
21,413
|
|
|
Total
|
$
|
37,382
|
|
Asset Category
|
|
Total
|
|
Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2) (a)
|
|
Significant
Unobservable
Inputs
(Level 3) (a)
|
||||||||
Cash
|
|
$
|
744
|
|
|
$
|
744
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.K. equity (b)
|
|
13,927
|
|
|
—
|
|
|
13,927
|
|
|
—
|
|
||||
U.S. equity index (c)
|
|
3,453
|
|
|
—
|
|
|
3,453
|
|
|
—
|
|
||||
European equity index (d)
|
|
3,421
|
|
|
—
|
|
|
3,421
|
|
|
—
|
|
||||
Pacific rim equity index (e)
|
|
2,645
|
|
|
—
|
|
|
2,645
|
|
|
—
|
|
||||
Japanese equity index (f)
|
|
2,185
|
|
|
—
|
|
|
2,185
|
|
|
—
|
|
||||
Emerging markets equity index (g)
|
|
2,014
|
|
|
—
|
|
|
2,014
|
|
|
—
|
|
||||
Diversified growth fund (h)
|
|
11,637
|
|
|
—
|
|
|
11,637
|
|
|
—
|
|
||||
Global absolute return fund (i)
|
|
5,821
|
|
|
—
|
|
|
5,821
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Cash fund (j)
|
|
7,921
|
|
|
—
|
|
|
7,921
|
|
|
—
|
|
||||
U.K. government fixed income securities (k)
|
|
5,454
|
|
|
—
|
|
|
5,454
|
|
|
—
|
|
||||
U.K. government index-linked securities (l)
|
|
7,825
|
|
|
—
|
|
|
7,825
|
|
|
—
|
|
||||
Total as of December 31, 2016
|
|
$
|
67,047
|
|
|
$
|
744
|
|
|
$
|
66,303
|
|
|
$
|
—
|
|
a)
|
The net asset value of the commingled equity and fixed income funds are determined by prices of the underlying securities, less the funds’ liabilities, and then divided by the number of shares outstanding. As the funds are not traded in active markets, the commingled funds are classified as Level 2 or Level 3 assets. The net asset value is corroborated by observable market data (e.g., purchase or sale activities) for Level 2 assets.
|
b)
|
This category includes investments in U.K. companies and aims to achieve a return that is consistent with the return of the FTSE All-Share Index.
|
c)
|
This category includes investments in a variety of large and small U.S. companies and aims to achieve a return that is consistent with the return of the FTSE All-World USA Index.
|
d)
|
This category includes investments in a variety of large and small European companies and aims to achieve a return that is consistent with the return of the FTSE All-World Developed Europe ex-U.K. Index.
|
e)
|
This category includes investments in a variety of large and small companies across the Australian, Hong Kong, New Zealand and Singapore markets and aims to achieve a return that is consistent with the return of the FTSE-All-World Developed Asia Pacific ex-Japan Index.
|
f)
|
This category includes investments in a variety of large and small Japanese companies and aims to achieve a return that is consistent with the return of the FTSE All-World Japan Index.
|
g)
|
This category includes investments in companies in the Emerging Markets to achieve a return that is consistent with the return of the IFC Investable Index ex-Malaysia.
|
h)
|
This category includes investments in a diversified portfolio of equity, bonds, alternatives and cash markets and aims to achieve a return that is consistent with the return of the Libor GBP 3 month +
3%
Index.
|
i)
|
This category includes investments in a diversified portfolio of equity and bonds combined with investment strategies based on advanced derivative techniques and aims to achieve a return over rolling three-year periods equivalent to cash plus
5%
per year, gross of fees.
|
j)
|
This category includes investments in British pound sterling-denominated money market instruments and fixed-income securities issued by governments, corporations or other issuers which may be listed or traded on a recognized market.
|
k)
|
This category includes investments in funds with the objective to provide a leveraged return to U.K. government fixed income securities (gilts) that have maturity dates in 2040 and 2052.
|
l)
|
This category includes investments in funds with the objective to provide a leveraged return to various U.K. government indexed-linked securities (gilts), with maturity periods ranging from 2022 to 2062. The funds invest in U.K. government bonds and derivatives.
|
•
|
optimize the long-term return on plan assets at an acceptable level of risk
|
•
|
maintain a broad diversification across asset classes
|
•
|
maintain careful control of the risk level within each asset class
|
|
Asset Allocations
|
|
Target Asset Allocations
|
|
||
|
|
|
|
|
||
Equity securities and diversified growth funds
1
|
67.3
|
%
|
|
65.0
|
%
|
|
Debt securities
2
|
31.6
|
%
|
|
35.0
|
%
|
|
Other
|
1.1
|
%
|
|
—
|
%
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
1
|
Diversified growth funds refer to actively managed absolute return funds that hold a combination of equity and debt securities.
|
2
|
Includes investments in funds with the objective to provide leveraged returns to U.K. government fixed income securities and U.K. government indexed-linked securities.
|
|
Twelve Months Ended
December 31, |
|
Seven Months Ended
December 31, |
|
Twelve Months Ended
May 31, |
||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
TeamQualspec
|
$
|
589,478
|
|
|
$
|
351,949
|
|
|
$
|
467,099
|
|
|
$
|
408,259
|
|
TeamFurmanite
|
539,627
|
|
|
178,238
|
|
|
300,456
|
|
|
275,322
|
|
||||
Quest Integrity
|
67,591
|
|
|
41,531
|
|
|
74,492
|
|
|
65,946
|
|
||||
Total
|
$
|
1,196,696
|
|
|
$
|
571,718
|
|
|
$
|
842,047
|
|
|
$
|
749,527
|
|
|
Twelve Months Ended
December 31, |
|
Seven Months Ended
December 31, |
|
Twelve Months Ended
May 31, |
||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||||
Operating income (loss):
|
|
|
|
|
|
|
|
||||||||
TeamQualspec
|
$
|
43,367
|
|
|
$
|
31,175
|
|
|
$
|
60,198
|
|
|
$
|
47,787
|
|
TeamFurmanite
|
27,283
|
|
|
14,335
|
|
|
28,713
|
|
|
26,177
|
|
||||
Quest Integrity
|
4,780
|
|
|
5,491
|
|
|
13,196
|
|
|
9,260
|
|
||||
Corporate and shared support services
|
(78,548
|
)
|
|
(31,839
|
)
|
|
(33,642
|
)
|
|
(29,803
|
)
|
||||
Total
|
$
|
(3,118
|
)
|
|
$
|
19,162
|
|
|
$
|
68,465
|
|
|
$
|
53,421
|
|
|
Twelve Months Ended
December 31, |
|
Seven Months Ended
December 31, |
|
Twelve Months Ended
May 31, |
||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||||
Capital expenditures:
|
|
|
|
|
|
|
|
||||||||
TeamQualspec
|
$
|
8,803
|
|
|
$
|
6,557
|
|
|
$
|
10,276
|
|
|
$
|
8,104
|
|
TeamFurmanite
|
15,077
|
|
|
5,656
|
|
|
4,916
|
|
|
6,114
|
|
||||
Quest Integrity
|
2,007
|
|
|
1,993
|
|
|
2,961
|
|
|
4,366
|
|
||||
Corporate and shared support services
|
19,956
|
|
|
11,596
|
|
|
10,616
|
|
|
14,432
|
|
||||
Total
|
$
|
45,843
|
|
|
$
|
25,802
|
|
|
$
|
28,769
|
|
|
$
|
33,016
|
|
|
Twelve Months Ended
December 31, |
|
Seven Months Ended
December 31, |
|
Twelve Months Ended
May 31, |
||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
||||||||
TeamQualspec
|
$
|
19,853
|
|
|
$
|
10,568
|
|
|
$
|
8,413
|
|
|
$
|
7,953
|
|
TeamFurmanite
|
21,387
|
|
|
4,779
|
|
|
7,583
|
|
|
7,208
|
|
||||
Quest Integrity
|
5,323
|
|
|
3,403
|
|
|
5,704
|
|
|
5,475
|
|
||||
Corporate and shared support services
|
2,110
|
|
|
676
|
|
|
1,087
|
|
|
832
|
|
||||
Total
|
$
|
48,673
|
|
|
$
|
19,426
|
|
|
$
|
22,787
|
|
|
$
|
21,468
|
|
|
Total
Revenues
1
|
|
Total
Assets
|
||||
Twelve months ended December 31, 2016
|
|
|
|
||||
United States
|
$
|
889,967
|
|
|
$
|
788,780
|
|
Canada
|
128,122
|
|
|
66,056
|
|
||
Europe
|
108,720
|
|
|
234,847
|
|
||
Other foreign countries
|
69,887
|
|
|
57,735
|
|
||
Total
|
$
|
1,196,696
|
|
|
$
|
1,147,418
|
|
Seven months ended December 31, 2015
|
|
|
|
||||
United States
|
$
|
448,508
|
|
|
$
|
682,124
|
|
Canada
|
71,325
|
|
|
59,626
|
|
||
Europe
|
27,718
|
|
|
33,271
|
|
||
Other foreign countries
|
24,167
|
|
|
23,970
|
|
||
Total
|
$
|
571,718
|
|
|
$
|
798,991
|
|
Twelve months ended May 31, 2015
|
|
|
|
||||
United States
|
$
|
625,044
|
|
|
$
|
399,173
|
|
Canada
|
132,573
|
|
|
68,043
|
|
||
Europe
|
47,524
|
|
|
34,612
|
|
||
Other foreign countries
|
36,906
|
|
|
22,005
|
|
||
Total
|
$
|
842,047
|
|
|
$
|
523,833
|
|
Twelve months ended May 31, 2014
|
|
|
|
||||
United States
|
$
|
540,967
|
|
|
$
|
353,624
|
|
Canada
|
126,874
|
|
|
68,515
|
|
||
Europe
|
42,248
|
|
|
38,870
|
|
||
Other foreign countries
|
39,438
|
|
|
23,932
|
|
||
Total
|
$
|
749,527
|
|
|
$
|
484,941
|
|
|
Year Ended December 31, 2016
|
||
|
|
||
Revenues
|
$
|
46,771
|
|
Operating expenses
|
43,081
|
|
|
Gross margin
|
3,690
|
|
|
Selling, general and administrative expenses
|
1,939
|
|
|
Gain on disposal
|
7
|
|
|
Income from discontinued operations, before income tax
|
1,758
|
|
|
Less: Provision for income taxes
|
1,869
|
|
|
Loss from discontinued operations, net of income tax
|
$
|
(111
|
)
|
|
Twelve Months Ended
December 31, 2016 |
|
Seven Months Ended
December 31, 2015 |
||||||||||||||||||||||||||||||||
|
Foreign
Currency
Translation
Adjustments
|
|
Foreign
Currency
Hedge
|
|
Defined benefit pension plans
|
|
Tax
Provision
|
|
Total
|
|
Foreign
Currency
Translation
Adjustments
|
|
Foreign
Currency
Hedge
|
|
Tax
Provision
|
|
Total
|
||||||||||||||||||
Balance at beginning of year
|
$
|
(28,124
|
)
|
|
$
|
4,567
|
|
|
$
|
—
|
|
|
$
|
5,183
|
|
|
$
|
(18,374
|
)
|
|
$
|
(20,896
|
)
|
|
$
|
4,466
|
|
|
$
|
2,892
|
|
|
$
|
(13,538
|
)
|
Other comprehensive income (loss) before tax
|
(3,849
|
)
|
|
481
|
|
|
(10,518
|
)
|
|
3,260
|
|
|
(10,626
|
)
|
|
(7,228
|
)
|
|
101
|
|
|
2,291
|
|
|
(4,836
|
)
|
|||||||||
Balance at end of year
|
$
|
(31,973
|
)
|
|
$
|
5,048
|
|
|
$
|
(10,518
|
)
|
|
$
|
8,443
|
|
|
$
|
(29,000
|
)
|
|
$
|
(28,124
|
)
|
|
$
|
4,567
|
|
|
$
|
5,183
|
|
|
$
|
(18,374
|
)
|
|
Twelve Months Ended
December 31, 2016 |
|
Seven Months Ended
December 31, 2015 |
||||||||||||||||||||
|
Gross
Amount
|
|
Tax
Effect
|
|
Net
Amount
|
|
Gross
Amount
|
|
Tax
Effect
|
|
Net
Amount
|
||||||||||||
Foreign currency translation adjustments
|
$
|
(3,849
|
)
|
|
$
|
1,351
|
|
|
$
|
(2,498
|
)
|
|
$
|
(7,228
|
)
|
|
$
|
2,330
|
|
|
$
|
(4,898
|
)
|
Foreign currency hedge
|
481
|
|
|
(181
|
)
|
|
300
|
|
|
101
|
|
|
(39
|
)
|
|
62
|
|
||||||
Defined benefit pension plans
|
(10,518
|
)
|
|
2,090
|
|
|
(8,428
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
(13,886
|
)
|
|
$
|
3,260
|
|
|
$
|
(10,626
|
)
|
|
$
|
(7,127
|
)
|
|
$
|
2,291
|
|
|
$
|
(4,836
|
)
|
|
Twelve Months Ended
May 31, 2015 |
|
Twelve Months Ended
May 31, 2014 |
||||||||||||||||||||
|
Gross
Amount
|
|
Tax
Effect
|
|
Net
Amount
|
|
Gross
Amount
|
|
Tax
Effect
|
|
Net
Amount
|
||||||||||||
Foreign currency translation adjustments
|
$
|
(15,822
|
)
|
|
$
|
2,559
|
|
|
$
|
(13,263
|
)
|
|
$
|
(1,613
|
)
|
|
$
|
1,213
|
|
|
$
|
(400
|
)
|
Foreign currency hedge
|
3,237
|
|
|
(904
|
)
|
|
2,333
|
|
|
(775
|
)
|
|
285
|
|
|
(490
|
)
|
||||||
Total
|
$
|
(12,585
|
)
|
|
$
|
1,655
|
|
|
$
|
(10,930
|
)
|
|
$
|
(2,388
|
)
|
|
$
|
1,498
|
|
|
$
|
(890
|
)
|
|
Twelve Months Ended
December 31, |
|
Seven Months Ended
December 31, |
||||
|
2015
|
|
2014
|
||||
Revenues
|
$
|
926,356
|
|
|
$
|
487,408
|
|
Operating expenses
|
655,465
|
|
|
337,977
|
|
||
Gross margin
|
270,891
|
|
|
149,431
|
|
||
Selling, general and administrative expenses
|
223,078
|
|
|
109,348
|
|
||
Loss on revaluation of contingent consideration
|
522
|
|
|
—
|
|
||
Operating income
|
47,291
|
|
|
40,083
|
|
||
Interest expense, net
|
5,792
|
|
|
1,332
|
|
||
Foreign currency loss
|
1,125
|
|
|
1,197
|
|
||
Other expense, net
|
1,184
|
|
|
—
|
|
||
Earnings from continuing operations before income taxes
|
39,190
|
|
|
37,554
|
|
||
Less: Provision for income taxes
|
13,744
|
|
|
13,622
|
|
||
Income from continuing operations
|
25,446
|
|
|
23,932
|
|
||
Income from discontinued operations, net of income tax
|
—
|
|
|
—
|
|
||
Net income
|
25,446
|
|
|
23,932
|
|
||
Less: income attributable to noncontrolling interest
|
213
|
|
|
214
|
|
||
Net income available to Team shareholders
|
$
|
25,233
|
|
|
$
|
23,718
|
|
Income from continuing operations per share and net income per share: Basic
|
$
|
1.21
|
|
|
$
|
1.15
|
|
Income from continuing operations per share and net income per share: Diluted
|
$
|
1.18
|
|
|
$
|
1.08
|
|
|
|
|
|
||||
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
20,780
|
|
|
20,593
|
|
||
Diluted
|
21,378
|
|
|
21,907
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
Year
|
||||||||||
Revenues
|
$
|
250,854
|
|
|
$
|
336,440
|
|
|
$
|
289,577
|
|
|
$
|
319,825
|
|
|
$
|
1,196,696
|
|
Operating income (loss)
|
$
|
(7,380
|
)
|
|
$
|
14,008
|
|
|
$
|
(4,043
|
)
|
|
$
|
(5,703
|
)
|
|
$
|
(3,118
|
)
|
Income (loss) from continuing operations
|
$
|
(6,560
|
)
|
|
$
|
6,970
|
|
|
$
|
(4,537
|
)
|
|
$
|
(8,438
|
)
|
|
$
|
(12,565
|
)
|
Net income (loss) available to Team shareholders
|
$
|
(6,434
|
)
|
|
$
|
7,356
|
|
|
$
|
(4,221
|
)
|
|
$
|
(9,377
|
)
|
|
$
|
(12,676
|
)
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.27
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.15
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.45
|
)
|
Net income (loss)
|
$
|
(0.27
|
)
|
|
$
|
0.25
|
|
|
$
|
(0.14
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.45
|
)
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.27
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.15
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.45
|
)
|
Net income (loss)
|
$
|
(0.27
|
)
|
|
$
|
0.25
|
|
|
$
|
(0.14
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.45
|
)
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
Year
|
||||||||||
Revenues
|
$
|
192,407
|
|
|
$
|
235,399
|
|
|
$
|
243,552
|
|
|
$
|
254,998
|
|
|
$
|
926,356
|
|
Operating income
|
$
|
7,699
|
|
|
$
|
22,034
|
|
|
$
|
6,857
|
|
|
$
|
10,701
|
|
|
$
|
47,291
|
|
Income from continuing operations
|
$
|
3,366
|
|
|
$
|
14,068
|
|
|
$
|
2,547
|
|
|
$
|
5,465
|
|
|
$
|
25,446
|
|
Net income available to Team shareholders
|
$
|
3,306
|
|
|
$
|
13,915
|
|
|
$
|
2,547
|
|
|
$
|
5,465
|
|
|
$
|
25,233
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.16
|
|
|
$
|
0.69
|
|
|
$
|
0.13
|
|
|
$
|
0.26
|
|
|
$
|
1.21
|
|
Net income
|
$
|
0.16
|
|
|
$
|
0.69
|
|
|
$
|
0.13
|
|
|
$
|
0.26
|
|
|
$
|
1.21
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.15
|
|
|
$
|
0.65
|
|
|
$
|
0.12
|
|
|
$
|
0.26
|
|
|
$
|
1.18
|
|
Net income
|
$
|
0.15
|
|
|
$
|
0.65
|
|
|
$
|
0.12
|
|
|
$
|
0.26
|
|
|
$
|
1.18
|
|
|
Year Ended December 31,
|
|
Seven Months Ended
December 31, |
|
Years Ended May 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Statements of operations data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
1,196,696
|
|
|
$
|
571,718
|
|
|
$
|
842,047
|
|
|
$
|
749,527
|
|
|
$
|
714,311
|
|
|
$
|
623,740
|
|
Operating income (loss)
|
$
|
(3,118
|
)
|
|
$
|
19,162
|
|
|
$
|
68,465
|
|
|
$
|
53,421
|
|
|
$
|
55,602
|
|
|
$
|
56,497
|
|
Income (loss) from continuing operations
|
$
|
(12,565
|
)
|
|
$
|
8,878
|
|
|
$
|
40,497
|
|
|
$
|
30,149
|
|
|
$
|
32,714
|
|
|
$
|
33,068
|
|
Net income (loss) available to Team shareholders
|
$
|
(12,676
|
)
|
|
$
|
8,878
|
|
|
$
|
40,070
|
|
|
$
|
29,855
|
|
|
$
|
32,436
|
|
|
$
|
32,911
|
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
$
|
(0.45
|
)
|
|
$
|
0.43
|
|
|
$
|
1.95
|
|
|
$
|
1.46
|
|
|
$
|
1.61
|
|
|
$
|
1.67
|
|
Net income (loss)
|
$
|
(0.45
|
)
|
|
$
|
0.43
|
|
|
$
|
1.95
|
|
|
$
|
1.46
|
|
|
$
|
1.61
|
|
|
$
|
1.67
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
$
|
(0.45
|
)
|
|
$
|
0.41
|
|
|
$
|
1.85
|
|
|
$
|
1.40
|
|
|
$
|
1.53
|
|
|
$
|
1.59
|
|
Net income (loss)
|
$
|
(0.45
|
)
|
|
$
|
0.41
|
|
|
$
|
1.85
|
|
|
$
|
1.40
|
|
|
$
|
1.53
|
|
|
$
|
1.59
|
|
Weighted-average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
28,095
|
|
|
20,852
|
|
|
20,500
|
|
|
20,439
|
|
|
20,203
|
|
|
19,667
|
|
||||||
Diluted
|
28,095
|
|
|
21,425
|
|
|
21,651
|
|
|
21,285
|
|
|
21,166
|
|
|
20,660
|
|
||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
1,147,418
|
|
|
$
|
798,991
|
|
|
$
|
523,833
|
|
|
$
|
484,941
|
|
|
$
|
460,203
|
|
|
$
|
403,788
|
|
Long-term debt and other long-term liabilities
|
$
|
464,060
|
|
|
$
|
368,685
|
|
|
$
|
97,234
|
|
|
$
|
92,753
|
|
|
$
|
95,209
|
|
|
$
|
97,131
|
|
Stockholders’ equity
|
$
|
535,637
|
|
|
$
|
338,146
|
|
|
$
|
335,375
|
|
|
$
|
317,045
|
|
|
$
|
292,190
|
|
|
$
|
245,001
|
|
Working capital
|
$
|
253,636
|
|
|
$
|
222,399
|
|
|
$
|
197,472
|
|
|
$
|
173,671
|
|
|
$
|
174,114
|
|
|
$
|
157,019
|
|
Noncontrolling interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,034
|
|
|
$
|
5,678
|
|
|
$
|
5,384
|
|
|
$
|
5,097
|
|
Other financial data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
$
|
48,673
|
|
|
$
|
19,426
|
|
|
$
|
22,787
|
|
|
$
|
21,468
|
|
|
$
|
19,664
|
|
|
$
|
17,469
|
|
Share-based compensation
|
$
|
7,313
|
|
|
$
|
3,469
|
|
|
$
|
4,838
|
|
|
$
|
4,239
|
|
|
$
|
3,931
|
|
|
$
|
4,386
|
|
Capital expenditures
|
$
|
45,843
|
|
|
$
|
25,802
|
|
|
$
|
28,769
|
|
|
$
|
33,016
|
|
|
$
|
26,068
|
|
|
$
|
23,924
|
|
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
|
|
|
TEAM, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Greg L. Boane
|
|
|
|
Greg L. Boane
|
|
|
|
Senior Vice President and Chief Financial
|
|
|
|
Officer
|
|
|
|
|
ACKNOWLEDGED AND AGREED:
|
|
|
|
|
|
|
|
TEAM INDUSTRIAL SERVICES, INC.
|
|
|
|
TEAM INDUSTRIAL SERVICES
|
|
|
|
INTERNATIONAL, INC.
|
|
|
|
TQ ACQUISITION, INC.
|
|
|
|
QUALSPEC LLC
|
|
|
|
QUALSPEC INC.
|
|
|
|
FURMANITE CORPORATION
|
|
|
|
FURMANITE WORLDWIDE, INC.
|
|
|
|
FURMANITE AMERICA, INC.
|
|
|
|
FURMANITE OFFSHORE SERVICES, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Greg L. Boane
|
|
|
|
Greg L. Boane
|
|
|
|
Executive Vice President, Chief
|
|
|
|
Financial Officer and Treasurer
|
|
|
|
|
|
|
QUEST INTEGRITY GROUP, LLC
|
|
|
|
QUEST INTEGRITY USA, LLC
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ted W. Owen
|
|
|
|
Ted W. Owen
|
|
|
|
Treasurer
|
|
|
|
|
|
|
ROCKET ACQUISITION, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Greg L. Boane
|
|
|
|
Greg L. Boane
|
|
|
|
Vice President and Chief Financial
|
|
|
|
Officer
|
|
|
|
|
|
|
TCI SERVICES, INC.
|
|
|
|
TANK CONSULTANTS, INC.
|
|
|
|
DK VALVE & SUPPLY, INC.
|
|
|
|
TCI SERVICES HOLDINGS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Greg L. Boane
|
|
|
|
Greg L. Boane
|
|
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
BANK OF AMERICA, N.A.,
|
|
|
|
as Administrative Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Patrick Devitt
|
|
|
Name:
|
Patrick Devitt
|
|
|
Title:
|
VP
|
|
|
BANK OF AMERICA, N.A.,
|
|
|
|
as a Lender, L/C Issuer and Swingline Lender
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Rose
|
|
|
Name:
|
Adam Rose
|
|
|
Title:
|
SVP
|
LENDERS:
|
JPMORGAN CHASE BANK, N.A.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ John Kushnerick
|
|
|
Name:
|
John Kushnerick
|
|
|
Title:
|
Executive Director
|
|
|
COMPASS BANK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Collis Sanders
|
|
|
Name:
|
Collis Sanders
|
|
|
Title:
|
Executive Vice President
|
|
|
|
|
|
|
BRANCH BANKING AND TRUST
|
|
|
|
COMPANY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jim Wright
|
|
|
Name:
|
Jim Wright
|
|
|
Title:
|
Assistant Vice President
|
|
|
SUNTRUST BANK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Justin Lien
|
|
|
Name:
|
Justin Lien
|
|
|
Title:
|
Director
|
|
|
KEYBANK NATIONAL ASSOCIATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Suzannah Valdivia
|
|
|
Name:
|
Suzannah Valdivia
|
|
|
Title:
|
Senior Vice President
|
|
|
BOKF, NA dba Bank of Texas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jeffrey R. Dunn
|
|
|
Name:
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Jeffrey R. Dunn
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Title:
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Executive Vice President
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TEAM, INC.
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By: ______________________________
Name: ____________________________
Title: _____________________________
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GRANTEE
By: ______________________________
Name: ____________________________
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COMPANY
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JURISDICTION / STATE OF INCORPORATION
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Team, Inc.
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Delaware
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TISI Pipelines, Inc.
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Delaware
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TQ Acquisition, Inc.
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Texas
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Quest Integrity Group, LLC
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Delaware
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Quest Integrity CAN Ltd.
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Canada
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Quest Integrity NZL Limited
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New Zealand
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Quest Integrity MYS Sdn Bhd
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Malaysia
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Quest Integrity AUS Pty Limited
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Australia
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Quest Integrity EU Holdings B.V.
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Netherlands
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Quest Integrity NLD B.V.
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Netherlands
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Quest Integrity Saudi Arabia Co. LTD
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Saudi Arabia
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Quest Integrity Deutschland GmbH
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Germany
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Quest Integrity USA, LLC
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Texas
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Quest Integrity MEX S.A. de C.V.
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Mexico
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Team Industrial Services, Inc.
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Texas
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Global Ascent, LLC
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California
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TCI Services Holdings, LLC
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Delaware
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TCI Services, LLC
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Oklahoma
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Tank Consultants, LLC
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Oklahoma
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Tank Consultants Mechanical Services, LLC
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Oklahoma
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Team Industrial Services International, Inc.
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Delaware
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Team Mexico Holdings, LLC
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Texas
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Team Industrial Services Latin America, S. de R.L. de C.V.
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Mexico
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TISI Acquisition Inc.
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Canada
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TISI Canada Inc.
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Canada
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TISI VI, LLC
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USVI
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Team Industrial Services Asia Private Ltd.
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Singapore
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Team Industrial Services Trinidad, Ltd.
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Trinidad, West Indies
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T.I.S.I. Trinidad Limited
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Trinidad, West Indies
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Team Industrial Services Europe B.V.
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Netherlands
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Team Industrial Services Netherlands B.V.
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Netherlands
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Teaminc Europe B.V.
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Netherlands
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Team Industrial Services Belgium BVBA
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Belgium
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Team Industrial Services (UK) Limited
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United Kingdom
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Team Valve Repair Services B.V.
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Netherlands
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Team Industrial Services Deutschland GmbH
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Germany
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Team Industrial Services Malaysia Sdn Bhd
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Malaysia
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Team Industrial Services (UK) Holding Limited
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United Kingdom
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Team Valve and Rotating Services Limited
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United Kingdom
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TISI do Brasil-Servicos Industriais Ltda.
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Brazil
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DK Valve & Supply, LLC
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California
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Team Technical School, LLC
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Texas
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Rocket Acquisition, LLC
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Delaware
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Team Qualspec, LLC
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Delaware
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Qualspec LLC
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Delaware
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COMPANY
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JURISDICTION / STATE OF INCORPORATION
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Quantapoint, LLC
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Delaware
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A&M Beheer, B.V.
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Netherlands
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Turbinate International, B.V.
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Netherlands
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RETESO International, B.V.
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Netherlands
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Quality Inspection Services BV
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Netherlands
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Quality Inspection Services BVBA
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Belgium
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Threshold Inspection & Application Training Europe BV
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Netherlands
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Furmanite, LLC
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Delaware
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Xanser Services LLC
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Delaware
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Furmanite Germany, LLC
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Delaware
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Furmanite GmBH
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Germany
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Furmanite Worldwide, LLC
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Delaware
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Xtria LLC
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Delaware
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Kaneb Financial, LLC
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Delaware
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Aggressive Equipment Leasing Company
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Delaware
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Xanser Investment, LLC
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Delaware
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Furmanite Offshore Services, Inc.
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Delaware
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Self Leveling Machines, LLC
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Texas
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Furmanite International Finance Limited
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United Kingdom
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Furmanite America, LLC
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Virginia
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Advanced Integrity Solutions, LLC
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Texas
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Furmanite Canada Corp.
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Canada
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Furmanite Louisiana LLC
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Delaware
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Furmanite Arub II, N.V.
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Aruba
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Furmanite B.V.
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Netherlands
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Furmanite GSG BVBA
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Belgium
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Furmanite AB
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Sweden
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Furmanite A/S
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Denmark
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Furmanite Limited
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United Kingdom
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Furmanite 1986
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United Kingdom
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Furmanite GSG Limited
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United Kingdom
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TeamFurmanite Ltd.
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United Kingdom
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Furmanite West Africa Ltd.
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Nigeria
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Furmanite Middle East SPC
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Bahrain
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Aggressive Equipment Company Ltd.
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United Kingdom
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Furmanite Kazakhstan LLP
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Kazakhstan
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Furmanite SAS
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France
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Furmanite AS
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Norway
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Furmanite Malaysia LLC
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Delaware
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Furmanite Australia Pty. Ltd.
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Australia
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Furmanite Holding B.V.
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Netherlands
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Furmanite NZ Limited
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New Zealand
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Furmanite Mechanical Technology Services Co., Ltd.
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China
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Furmanite Singapore PTE Ltd.
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Singapore
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1.
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I have reviewed this Annual Report on Form 10-K of Team, Inc.;
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2.
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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;
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3.
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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;
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4.
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The registrant’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 the registrant and have:
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a)
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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 the registrant, 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;
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b)
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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;
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c)
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Evaluated the effectiveness of the registrant’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
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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S
/ T
ED
W. O
WEN
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Ted W. Owen
President and Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Team, Inc.;
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2.
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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;
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3.
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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;
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4.
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The registrant’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 the registrant and have:
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a)
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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 the registrant, 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;
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b)
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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;
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c)
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Evaluated the effectiveness of the registrant’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
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/
S
/ G
REG
L. B
OANE
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Greg L. Boane
Executive Vice President and Chief Financial Officer
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(1)
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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
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(2)
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The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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S
/ T
ED
W. O
WEN
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Ted W. Owen
President and Chief Executive Officer
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March 15, 2017
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(1)
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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
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(2)
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The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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S
/ G
REG
L. B
OANE
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Greg L. Boane
Executive Vice President and Chief Financial Officer
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March 15, 2017
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