|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
(Exact Name of Registrant as Specified in Its Charter)
|
||
|
|
|
Delaware
|
|
74-1765729
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
13131 Dairy Ashford, Suite 600, Sugar Land, Texas
|
|
77478
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
|
|
(281) 331-6154
|
||
(Registrant’s Telephone Number, Including Area Code)
|
||
|
|
|
None
|
||
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
þ
|
|
|
|
|
|||
Non-accelerated filer
(Do not check if a smaller reporting company)
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
|
|
|
Page No.
|
|
||
|
||
|
||
|
||
|
||
|
||
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
23,740
|
|
|
$
|
46,216
|
|
Receivables, net of allowance of $9,182 and $7,835
|
269,281
|
|
|
262,773
|
|
||
Inventory
|
50,404
|
|
|
49,571
|
|
||
Income tax receivable
|
2,563
|
|
|
512
|
|
||
Deferred income taxes
|
—
|
|
|
16,521
|
|
||
Prepaid expenses and other current assets
|
23,776
|
|
|
25,764
|
|
||
Total current assets
|
369,764
|
|
|
401,357
|
|
||
Property, plant and equipment, net
|
205,342
|
|
|
203,130
|
|
||
Intangible assets, net of accumulated amortization of $41,583 and $37,309
|
171,940
|
|
|
176,104
|
|
||
Goodwill
|
356,347
|
|
|
355,786
|
|
||
Other assets, net
|
4,734
|
|
|
4,826
|
|
||
Deferred income taxes
|
5,791
|
|
|
6,215
|
|
||
Total assets
|
$
|
1,113,918
|
|
|
$
|
1,147,418
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
20,000
|
|
|
$
|
20,000
|
|
Accounts payable
|
40,794
|
|
|
47,817
|
|
||
Other accrued liabilities
|
90,803
|
|
|
79,904
|
|
||
Total current liabilities
|
151,597
|
|
|
147,721
|
|
||
Deferred income taxes
|
70,892
|
|
|
93,318
|
|
||
Long-term debt
|
337,188
|
|
|
346,911
|
|
||
Defined benefit pension liability
|
20,969
|
|
|
21,239
|
|
||
Other long-term liabilities
|
2,650
|
|
|
2,592
|
|
||
Total liabilities
|
583,296
|
|
|
611,781
|
|
||
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; 29,814,913 and 29,784,734 shares issued
|
8,943
|
|
|
8,934
|
|
||
Additional paid-in capital
|
338,734
|
|
|
336,756
|
|
||
Retained earnings
|
210,434
|
|
|
218,947
|
|
||
Accumulated other comprehensive loss
|
(27,489
|
)
|
|
(29,000
|
)
|
||
Total equity
|
530,622
|
|
|
535,637
|
|
||
Total liabilities and equity
|
$
|
1,113,918
|
|
|
$
|
1,147,418
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Revenues
|
$
|
286,554
|
|
|
$
|
250,854
|
|
Operating expenses
|
211,750
|
|
|
184,872
|
|
||
Gross margin
|
74,804
|
|
|
65,982
|
|
||
Selling, general and administrative expenses
|
89,313
|
|
|
73,362
|
|
||
Exit costs and other related charges (credits) (see Note 16)
|
(1,247
|
)
|
|
—
|
|
||
Gain on revaluation of contingent consideration
|
(1,174
|
)
|
|
—
|
|
||
Operating loss
|
(12,088
|
)
|
|
(7,380
|
)
|
||
Interest expense, net
|
3,158
|
|
|
2,935
|
|
||
Foreign currency loss
|
334
|
|
|
38
|
|
||
Other expense (income), net
|
7
|
|
|
(10
|
)
|
||
Loss from continuing operations before income taxes
|
(15,587
|
)
|
|
(10,343
|
)
|
||
Less: Income tax benefit
|
(6,079
|
)
|
|
(3,783
|
)
|
||
Loss from continuing operations
|
(9,508
|
)
|
|
(6,560
|
)
|
||
Income from discontinued operations, net of income tax
|
—
|
|
|
126
|
|
||
Net loss
|
$
|
(9,508
|
)
|
|
$
|
(6,434
|
)
|
|
|
|
|
||||
Basic earnings (loss) per common share:
|
|
|
|
||||
Continuing operations
|
$
|
(0.32
|
)
|
|
$
|
(0.27
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
||
Net loss
|
$
|
(0.32
|
)
|
|
$
|
(0.27
|
)
|
Diluted earnings (loss) per common share:
|
|
|
|
||||
Continuing operations
|
$
|
(0.32
|
)
|
|
$
|
(0.27
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
||
Net loss
|
$
|
(0.32
|
)
|
|
$
|
(0.27
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net loss
|
$
|
(9,508
|
)
|
|
$
|
(6,434
|
)
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation adjustment
|
2,108
|
|
|
6,226
|
|
||
Foreign currency hedge
|
(166
|
)
|
|
(553
|
)
|
||
Amortization of net actuarial loss on defined benefit pension plans
|
17
|
|
|
—
|
|
||
Other comprehensive income, before tax
|
1,959
|
|
|
5,673
|
|
||
Tax provision attributable to other comprehensive income
|
(448
|
)
|
|
(1,151
|
)
|
||
Other comprehensive income, net of tax
|
1,511
|
|
|
4,522
|
|
||
Total comprehensive loss
|
$
|
(7,997
|
)
|
|
$
|
(1,912
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(9,508
|
)
|
|
$
|
(6,434
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
12,961
|
|
|
10,069
|
|
||
Amortization of deferred loan costs
|
157
|
|
|
113
|
|
||
Provision for doubtful accounts
|
1,774
|
|
|
757
|
|
||
Foreign currency loss
|
334
|
|
|
38
|
|
||
Deferred income taxes
|
(4,835
|
)
|
|
390
|
|
||
Gain on revaluation of contingent consideration
|
(1,174
|
)
|
|
—
|
|
||
Gain on asset disposal
|
(976
|
)
|
|
(105
|
)
|
||
Non-cash compensation cost
|
1,747
|
|
|
2,089
|
|
||
Other, net
|
(497
|
)
|
|
(155
|
)
|
||
(Increase) decrease, net of the effect of acquisitions:
|
|
|
|
||||
Receivables
|
(6,919
|
)
|
|
8,138
|
|
||
Inventory
|
(795
|
)
|
|
929
|
|
||
Prepaid expenses and other current assets
|
1,746
|
|
|
1,508
|
|
||
Increase (decrease), net of the effect of acquisitions:
|
|
|
|
||||
Accounts payable
|
(7,210
|
)
|
|
3,550
|
|
||
Other accrued liabilities
|
12,681
|
|
|
5,321
|
|
||
Income taxes
|
(2,036
|
)
|
|
(4,709
|
)
|
||
Net cash (used in) provided by operating activities
|
(2,550
|
)
|
|
21,499
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(10,718
|
)
|
|
(11,580
|
)
|
||
Business acquisitions, net of cash acquired
|
—
|
|
|
(33,077
|
)
|
||
Proceeds from sale of assets
|
533
|
|
|
1,232
|
|
||
Other
|
(570
|
)
|
|
92
|
|
||
Net cash used in investing activities
|
(10,755
|
)
|
|
(43,333
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net debt borrowings (payments)
|
(5,100
|
)
|
|
69,950
|
|
||
Payments under term loan
|
(5,000
|
)
|
|
(5,000
|
)
|
||
Purchase of treasury stock
|
—
|
|
|
(1,720
|
)
|
||
Debt issuance costs
|
(10
|
)
|
|
(380
|
)
|
||
Corporate tax effect from share-based payment arrangements
|
—
|
|
|
107
|
|
||
Issuance of common stock from share-based payment arrangements
|
449
|
|
|
1,001
|
|
||
Payments related to withholding tax for share-based payment arrangements
|
(249
|
)
|
|
—
|
|
||
Net cash (used in) provided by financing activities
|
(9,910
|
)
|
|
63,958
|
|
||
Effect of exchange rate changes on cash
|
739
|
|
|
1,360
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(22,476
|
)
|
|
43,484
|
|
||
Cash and cash equivalents at beginning of period
|
46,216
|
|
|
44,825
|
|
||
Cash and cash equivalents at end of period
|
$
|
23,740
|
|
|
$
|
88,309
|
|
Classification
|
Useful Life
|
Buildings
|
20-40 years
|
Enterprise Resource Planning (“ERP”) System
|
15 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
|
|
Three Months Ended
March 31, 2017 |
||||||||||||||
|
(unaudited)
|
||||||||||||||
|
TeamQualspec
|
|
TeamFurmanite
|
|
Quest
Integrity
|
|
Total
|
||||||||
Balance at beginning of period
|
$
|
213,475
|
|
|
$
|
109,059
|
|
|
$
|
33,252
|
|
|
$
|
355,786
|
|
Foreign currency adjustments
|
214
|
|
|
222
|
|
|
125
|
|
|
561
|
|
||||
Balance at end of period
|
$
|
213,689
|
|
|
$
|
109,281
|
|
|
$
|
33,377
|
|
|
$
|
356,347
|
|
|
Three Months Ended
March 31, |
||||
|
2017
|
|
2016
|
||
|
(unaudited)
|
|
(unaudited)
|
||
Weighted-average number of basic shares outstanding
|
29,804
|
|
|
24,030
|
|
Stock options, stock units and performance awards
|
—
|
|
|
—
|
|
Total shares and dilutive securities
|
29,804
|
|
|
24,030
|
|
|
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
|
|
|
Plant, property and equipment
|
63,259
|
|
|
Intangible assets
|
88,958
|
|
|
Goodwill
|
89,646
|
|
|
Non-current deferred tax assets
|
2,542
|
|
|
Other non-current assets
|
687
|
|
|
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
|
||
|
|
Three Months Ended March 31,
|
||
|
|
2016
|
||
|
|
(unaudited)
|
||
Revenues
|
|
$
|
294,624
|
|
Loss from continuing operations
|
|
$
|
(4,871
|
)
|
Loss per share from continuing operations:
|
|
|
||
Basic
|
|
$
|
(0.17
|
)
|
Diluted
|
|
$
|
(0.17
|
)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(unaudited)
|
|
|
||||
Trade accounts receivable
|
$
|
193,572
|
|
|
$
|
230,889
|
|
Unbilled revenues
|
84,891
|
|
|
39,719
|
|
||
Allowance for doubtful accounts
|
(9,182
|
)
|
|
(7,835
|
)
|
||
Total
|
$
|
269,281
|
|
|
$
|
262,773
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(unaudited)
|
|
|
||||
Raw materials
|
$
|
7,511
|
|
|
$
|
6,844
|
|
Work in progress
|
3,057
|
|
|
2,713
|
|
||
Finished goods
|
39,836
|
|
|
40,014
|
|
||
Total
|
$
|
50,404
|
|
|
$
|
49,571
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(unaudited)
|
|
|
||||
Land
|
$
|
7,434
|
|
|
$
|
7,429
|
|
Buildings and leasehold improvements
|
46,525
|
|
|
42,257
|
|
||
Machinery and equipment
|
237,292
|
|
|
233,063
|
|
||
Furniture and fixtures
|
8,377
|
|
|
8,431
|
|
||
Capitalized ERP system development costs
|
46,120
|
|
|
44,876
|
|
||
Computers and computer software
|
11,830
|
|
|
11,775
|
|
||
Automobiles
|
5,392
|
|
|
5,370
|
|
||
Construction in progress
|
13,469
|
|
|
12,997
|
|
||
Total
|
376,439
|
|
|
366,198
|
|
||
Accumulated depreciation and amortization
|
(171,097
|
)
|
|
(163,068
|
)
|
||
Property, plant, and equipment, net
|
$
|
205,342
|
|
|
$
|
203,130
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
(unaudited)
|
|
|
|
|
|
|
||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Customer relationships
|
$
|
174,805
|
|
|
$
|
(28,900
|
)
|
|
$
|
145,905
|
|
|
$
|
174,742
|
|
|
$
|
(25,508
|
)
|
|
$
|
149,234
|
|
Non-compete agreements
|
5,417
|
|
|
(4,031
|
)
|
|
1,386
|
|
|
5,397
|
|
|
(3,896
|
)
|
|
1,501
|
|
||||||
Trade names
|
24,644
|
|
|
(4,706
|
)
|
|
19,938
|
|
|
24,624
|
|
|
(4,216
|
)
|
|
20,408
|
|
||||||
Technology
|
7,817
|
|
|
(3,590
|
)
|
|
4,227
|
|
|
7,812
|
|
|
(3,364
|
)
|
|
4,448
|
|
||||||
Licenses
|
840
|
|
|
(356
|
)
|
|
484
|
|
|
838
|
|
|
(325
|
)
|
|
513
|
|
||||||
Total
|
$
|
213,523
|
|
|
$
|
(41,583
|
)
|
|
$
|
171,940
|
|
|
$
|
213,413
|
|
|
$
|
(37,309
|
)
|
|
$
|
176,104
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(unaudited)
|
|
|
||||
Payroll and other compensation expenses
|
$
|
46,207
|
|
|
$
|
38,214
|
|
Insurance accruals
|
14,275
|
|
|
13,896
|
|
||
Property, sales and other non-income related taxes
|
3,498
|
|
|
5,599
|
|
||
Lease commitments
|
1,912
|
|
|
2,119
|
|
||
Deferred revenue
|
6,234
|
|
|
3,433
|
|
||
Accrued commission
|
1,202
|
|
|
1,355
|
|
||
Accrued interest
|
508
|
|
|
603
|
|
||
Volume discount
|
956
|
|
|
1,067
|
|
||
Contingent consideration
|
1,000
|
|
|
2,103
|
|
||
Professional fees
|
3,188
|
|
|
1,530
|
|
||
Other
|
11,823
|
|
|
9,985
|
|
||
Total
|
$
|
90,803
|
|
|
$
|
79,904
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
(unaudited)
|
|
|
|
|
|
|
||||||||
|
Classification
|
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Classification
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Net investment hedge
|
Liability
|
|
Long-term debt
|
|
$
|
(4,882
|
)
|
|
Liability
|
|
Long-term debt
|
|
$
|
(5,048
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(unaudited)
|
|
(unaudited)
|
||||
Service cost
|
$
|
4
|
|
|
$
|
7
|
|
Interest cost
|
579
|
|
|
267
|
|
||
Expected return on plan assets
|
(738
|
)
|
|
(273
|
)
|
||
Amortization of net actuarial loss
|
17
|
|
|
—
|
|
||
Net periodic pension cost (credit)
|
$
|
(138
|
)
|
|
$
|
1
|
|
|
March 31, 2017
|
||||||||||||||
|
(unaudited)
|
||||||||||||||
|
Quoted Prices
in Active
Markets for
Identical
Items (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
Total
|
||||||||
Liabilities:
|
|
|
|
||||||||||||
Contingent consideration
1
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,693
|
|
|
$
|
2,693
|
|
Net investment hedge
|
$
|
—
|
|
|
$
|
(4,882
|
)
|
|
$
|
—
|
|
|
$
|
(4,882
|
)
|
|
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
|
)
|
|
Three Months Ended
March 31, 2017 |
||
|
(unaudited)
|
||
Balance, beginning of period
|
$
|
3,739
|
|
Accretion of liability
|
104
|
|
|
Foreign currency effects
|
24
|
|
|
Revaluation
|
(1,174
|
)
|
|
Balance, end of period
|
$
|
2,693
|
|
|
Three Months Ended
March 31, 2017 |
|
Three Months Ended
March 31, 2016 |
||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||
|
No. of Stock
Units
|
|
Weighted
Average
Fair Value
|
|
No. of Stock
Units
|
|
Weighted
Average
Fair Value
|
||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Stock and stock units, beginning of period
|
535
|
|
|
$
|
35.11
|
|
|
371
|
|
|
$
|
36.26
|
|
Changes during the period:
|
|
|
|
|
|
|
|
||||||
Granted
|
2
|
|
|
$
|
33.27
|
|
|
70
|
|
|
$
|
25.30
|
|
Assumed - Furmanite acquisition
|
—
|
|
|
$
|
—
|
|
|
40
|
|
|
$
|
25.63
|
|
Vested and settled
|
(21
|
)
|
|
$
|
25.33
|
|
|
—
|
|
|
$
|
—
|
|
Cancelled
|
(3
|
)
|
|
$
|
31.58
|
|
|
(3
|
)
|
|
$
|
28.09
|
|
Stock and stock units, end of period
|
513
|
|
|
$
|
35.55
|
|
|
478
|
|
|
$
|
33.83
|
|
|
Three Months Ended
March 31, 2017 |
|
Three Months Ended
March 31, 2016 |
||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||
|
No. of Stock
Units
|
|
Weighted
Average
Fair Value
|
|
No. of Stock
Units
|
|
Weighted
Average
Fair Value
|
||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Long-term performance stock units, beginning of period
|
59
|
|
|
$
|
37.16
|
|
|
59
|
|
|
$
|
37.16
|
|
Changes during the period:
|
|
|
|
|
|
|
|
||||||
Granted
|
167
|
|
|
$
|
20.24
|
|
|
—
|
|
|
$
|
—
|
|
Vested and settled
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Cancelled
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Long-term performance stock units, end of period
|
226
|
|
|
$
|
24.64
|
|
|
59
|
|
|
$
|
37.16
|
|
|
Three Months Ended
March 31, 2017 |
|
Three Months Ended
March 31, 2016 |
||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||
|
No. of
Options
|
|
Weighted
Average
Exercise Price
|
|
No. of
Options
|
|
Weighted
Average
Exercise Price
|
||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Shares under option, beginning of period
|
203
|
|
|
$
|
30.63
|
|
|
376
|
|
|
$
|
25.71
|
|
Changes during the period:
|
|
|
|
|
|
|
|
||||||
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Assumed - Furmanite acquisition
|
—
|
|
|
$
|
—
|
|
|
132
|
|
|
$
|
33.20
|
|
Exercised
|
(16
|
)
|
|
$
|
27.91
|
|
|
(64
|
)
|
|
$
|
15.67
|
|
Cancelled
|
—
|
|
|
$
|
—
|
|
|
(2
|
)
|
|
$
|
50.10
|
|
Expired
|
(1
|
)
|
|
$
|
32.05
|
|
|
(5
|
)
|
|
$
|
30.33
|
|
Shares under option, end of period
|
186
|
|
|
$
|
30.87
|
|
|
437
|
|
|
$
|
29.26
|
|
Exercisable at end of period
|
185
|
|
|
$
|
30.71
|
|
|
419
|
|
|
$
|
28.92
|
|
Range of Prices
|
No. of
Options
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Life
|
|||
|
(in thousands)
|
|
|
|
(in years)
|
|||
$20.18 to $30.28
|
29
|
|
|
$
|
24.81
|
|
|
2.2
|
$30.29 to $40.38
|
150
|
|
|
$
|
31.08
|
|
|
2.5
|
$40.39 to $50.47
|
7
|
|
|
$
|
50.47
|
|
|
7.1
|
Total
|
186
|
|
|
$
|
30.87
|
|
|
2.6
|
|
Three Months Ended
March 31, 2017 |
|
Three Months Ended
March 31, 2016 |
||||||||||||||||||||||||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||||||||||||||||||||||
|
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, beginning of period
|
$
|
(31,973
|
)
|
|
$
|
5,048
|
|
|
$
|
(10,518
|
)
|
|
$
|
8,443
|
|
|
$
|
(29,000
|
)
|
|
$
|
(28,124
|
)
|
|
$
|
4,567
|
|
|
$
|
5,183
|
|
|
$
|
(18,374
|
)
|
Other comprehensive income (loss)
|
2,108
|
|
|
(166
|
)
|
|
17
|
|
|
(448
|
)
|
|
1,511
|
|
|
6,226
|
|
|
(553
|
)
|
|
(1,151
|
)
|
|
4,522
|
|
|||||||||
Balance, end of period
|
$
|
(29,865
|
)
|
|
$
|
4,882
|
|
|
$
|
(10,501
|
)
|
|
$
|
7,995
|
|
|
$
|
(27,489
|
)
|
|
$
|
(21,898
|
)
|
|
$
|
4,014
|
|
|
$
|
4,032
|
|
|
$
|
(13,852
|
)
|
|
Three Months Ended
March 31, 2017 |
|
Three Months Ended
March 31, 2016 |
||||||||||||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||||||||||
|
Gross
Amount
|
|
Tax
Effect
|
|
Net
Amount
|
|
Gross
Amount
|
|
Tax
Effect
|
|
Net
Amount
|
||||||||||||
Foreign currency translation adjustments
|
$
|
2,108
|
|
|
$
|
(508
|
)
|
|
$
|
1,600
|
|
|
$
|
6,226
|
|
|
$
|
(1,363
|
)
|
|
$
|
4,863
|
|
Foreign currency hedge
|
(166
|
)
|
|
63
|
|
|
(103
|
)
|
|
(553
|
)
|
|
212
|
|
|
(341
|
)
|
||||||
Defined benefit pension plans
|
17
|
|
|
(3
|
)
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
1,959
|
|
|
$
|
(448
|
)
|
|
$
|
1,511
|
|
|
$
|
5,673
|
|
|
$
|
(1,151
|
)
|
|
$
|
4,522
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(unaudited)
|
|
(unaudited)
|
||||
Operating income (loss):
|
|
|
|
||||
TeamQualspec
|
$
|
8,125
|
|
|
$
|
7,944
|
|
TeamFurmanite
|
451
|
|
|
7,039
|
|
||
Quest Integrity
|
4,191
|
|
|
(757
|
)
|
||
Corporate and shared support services
|
(24,855
|
)
|
|
(21,606
|
)
|
||
Total
|
$
|
(12,088
|
)
|
|
$
|
(7,380
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(unaudited)
|
|
(unaudited)
|
||||
Capital expenditures:
|
|
|
|
||||
TeamQualspec
|
$
|
2,512
|
|
|
$
|
2,989
|
|
TeamFurmanite
|
4,320
|
|
|
2,977
|
|
||
Quest Integrity
|
446
|
|
|
631
|
|
||
Corporate and shared support services
|
3,440
|
|
|
4,983
|
|
||
Total
|
$
|
10,718
|
|
|
$
|
11,580
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(unaudited)
|
|
(unaudited)
|
||||
Depreciation and amortization:
|
|
|
|
||||
TeamQualspec
|
$
|
4,855
|
|
|
$
|
5,054
|
|
TeamFurmanite
|
5,863
|
|
|
3,324
|
|
||
Quest Integrity
|
1,269
|
|
|
1,282
|
|
||
Corporate and shared support services
|
974
|
|
|
363
|
|
||
Total
|
$
|
12,961
|
|
|
$
|
10,023
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(unaudited)
|
|
(unaudited)
|
||||
Total Revenues:
1
|
|
|
|
||||
United States
|
$
|
215,212
|
|
|
$
|
202,053
|
|
Canada
|
27,248
|
|
|
21,985
|
|
||
Europe
|
25,999
|
|
|
16,889
|
|
||
Other foreign countries
|
18,095
|
|
|
9,927
|
|
||
Total
|
$
|
286,554
|
|
|
$
|
250,854
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(unaudited)
|
|
|
||||
Total assets:
|
|
|
|
||||
United States
|
$
|
776,238
|
|
|
$
|
788,780
|
|
Canada
|
59,258
|
|
|
66,056
|
|
||
Europe
|
227,621
|
|
|
234,847
|
|
||
Other foreign countries
|
50,801
|
|
|
57,735
|
|
||
Total
|
$
|
1,113,918
|
|
|
$
|
1,147,418
|
|
|
Three Months Ended
March 31, 2016 |
||
|
(unaudited)
|
||
Revenues
|
$
|
5,768
|
|
Operating expenses
|
5,275
|
|
|
Gross margin
|
493
|
|
|
Selling, general and administrative expenses
|
281
|
|
|
Income from discontinued operations, before income tax
|
212
|
|
|
Less: Provision for income taxes
|
86
|
|
|
Income from discontinued operations, net of income tax
|
$
|
126
|
|
|
Three Months Ended
March 31, 2017 |
||
|
(unaudited)
|
||
Balance, beginning of period
|
$
|
4,846
|
|
Charges (credits), net
|
(192
|
)
|
|
Payments
|
(1,254
|
)
|
|
Disposal
|
(1,601
|
)
|
|
Balance, end of period
|
$
|
1,799
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended
March 31, |
|
Increase
(Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(unaudited)
|
|
(unaudited)
|
|
|
|
|
|||||||
Revenues by business segment:
|
|
|
|
|
|
|
|
|||||||
TeamQualspec
|
$
|
142,956
|
|
|
$
|
136,262
|
|
|
$
|
6,694
|
|
|
4.9
|
%
|
TeamFurmanite
|
121,822
|
|
|
100,594
|
|
|
21,228
|
|
|
21.1
|
%
|
|||
Quest Integrity
|
21,776
|
|
|
13,998
|
|
|
7,778
|
|
|
55.6
|
%
|
|||
Total
|
$
|
286,554
|
|
|
$
|
250,854
|
|
|
$
|
35,700
|
|
|
14.2
|
%
|
Operating income (loss):
|
|
|
|
|
|
|
|
|||||||
TeamQualspec
|
$
|
8,125
|
|
|
$
|
7,944
|
|
|
$
|
181
|
|
|
2.3
|
%
|
TeamFurmanite
|
451
|
|
|
7,039
|
|
|
(6,588
|
)
|
|
(93.6
|
)%
|
|||
Quest Integrity
|
4,191
|
|
|
(757
|
)
|
|
4,948
|
|
|
NM
1
|
|
|||
Corporate and shared support services
|
(24,855
|
)
|
|
(21,606
|
)
|
|
(3,249
|
)
|
|
15.0
|
%
|
|||
Total
|
$
|
(12,088
|
)
|
|
$
|
(7,380
|
)
|
|
$
|
(4,708
|
)
|
|
63.8
|
%
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
Fiscal Quarter Ending
|
Maximum Total Leverage Ratio
|
March 31, 2017 and June 30, 2017
|
5.00 to 1.00
|
September 30, 2017
|
4.50 to 1.00
|
December 31, 2017
|
4.00 to 1.00
|
March 31, 2018
|
3.50 to 1.00
|
June 30, 2018 and each Fiscal Quarter thereafter
|
3.00 to 1.00
|
ITEM 6.
|
EXHIBITS
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101.INS—
|
|
XBRL Instance Document.
|
|
|
|
101.SCH—
|
|
XBRL Taxonomy Schema Document.
|
|
|
|
101.CAL—
|
|
XBRL Calculation Linkbase Document.
|
|
|
|
101.DEF—
|
|
XBRL Definition Linkbase Document.
|
|
|
|
101.LAB—
|
|
XBRL Label Linkbase Document.
|
|
|
|
101.PRE—
|
|
XBRL Presentation Linkbase Document.
|
|
|
TEAM, INC.
(Registrant)
|
|
|
|
Date: May 10, 2017
|
|
/
S
/ T
ED
W. O
WEN
|
|
|
Ted W. Owen
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
/
S
/ G
REG
L. B
OANE
|
|
|
Greg L. Boane
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pricing Level
|
Total Leverage Ratio
|
Commitment Fee
|
Eurocurrency Rate for Loans and Letters of Credit
|
Base Rate for Loans
|
I
|
Less than 1.25 to 1.00
|
0.200
|
1.250
|
0.250
|
II
|
Greater than or equal to 1.25 to 1.00 but less than 2.00 to 1.00
|
0.250
|
1.500
|
0.500
|
III
|
Greater than or equal to 2.00 to 1.00 but less than 2.75 to 1.00
|
0.300
|
1.750
|
0.750
|
IV
|
Greater than or equal to 2.75 to 1.00 but less than 3.50 to 1.00
|
0.350
|
2.000
|
1.000
|
V
|
Greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00
|
0.400
|
2.250
|
1.250
|
VI
|
Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00
|
0.500
|
2.750
|
1.750
|
VII
|
Greater than or equal to 4.50 to 1.00
|
0.500
|
3.250
|
2.250
|
Pricing Level
|
Total Leverage Ratio
|
Commitment Fee
|
Eurocurrency Rate for Loans and Letters of Credit
|
Base Rate for Loans
|
I
|
Less than 1.25 to 1.00
|
0.200
|
1.250
|
0.250
|
II
|
Greater than or equal to 1.25 to 1.00 but less than 2.00 to 1.00
|
0.250
|
1.500
|
0.500
|
III
|
Greater than or equal to 2.00 to 1.00 but less than 2.75 to 1.00
|
0.300
|
1.750
|
0.750
|
IV
|
Greater than or equal to 2.75 to 1.00 but less than 3.50 to 1.00
|
0.350
|
2.000
|
1.000
|
V
|
Greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00
|
0.400
|
2.250
|
1.250
|
VI
|
Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00
|
0.450
|
2.500
|
1.500
|
VII
|
Greater than or equal to 4.50 to 1.00
|
0.500
|
3.000
|
2.000
|
Fiscal Quarter Ending
|
Maximum Total Leverage Ratio
|
March 31, 2017 and June 30, 2017
|
5.00 to 1.00
|
September 30, 2017
|
4.50 to 1.00
|
December 31, 2017
|
4.00 to 1.00
|
March 31, 2018
|
3.50 to 1.00
|
June 30, 2018 and each Fiscal Quarter thereafter
|
3.00 to 1.00
|
Fiscal Quarter Ending
|
Maximum Total Leverage Ratio
|
March 31, 2017
|
5.00 to 1.00
|
June 30, 2017
|
5.25 to 1.00
|
September 30, 2017
|
5.00 to 1.00
|
December 31, 2017
|
4.75 to 1.00
|
March 31, 2018
|
4.50 to 1.00
|
June 30, 2018
|
4.25 to 1.00
|
September 30, 2018 and each Fiscal Quarter thereafter
|
4.00 to 1.00
|
Fiscal Quarter Ending
|
Maximum Senior Secured Leverage Ratio
|
March 31, 2017
|
4.00 to 1.00
|
June 30, 2017
|
4.25 to 1.00
|
September 30, 2017
|
4.00 to 1.00
|
December 31, 2017
|
3.75 to 1.00
|
March 31, 2018
|
3.50 to 1.00
|
June 30, 2018
|
3.25 to 1.00
|
September 30, 2018 and each Fiscal Quarter thereafter
|
3.00 to 1.00
|
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/ Matt McCain
|
|
|
Name:
|
Matt McCain
|
|
|
Title:
|
Senior 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/ Jeff R. Dunn
|
|
|
Name:
|
Jeff R. Dunn
|
|
|
Title:
|
Executive Vice President
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Team, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
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:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to 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;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of 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
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal 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
|
5.
|
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 audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
/
S
/ T
ED
W. O
WEN
|
|
Ted W. Owen
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Team, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
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:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to 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;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of 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
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal 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
|
5.
|
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 audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
/
S
/ G
REG
L. B
OANE
|
|
Greg L. Boane
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ T
ED
W. O
WEN
|
|
Ted W. Owen
President and Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/
S
/ G
REG
L. B
OANE
|
|
Greg L. Boane
Executive Vice President and Chief Financial Officer
|
|