TEAM INC [TISI] Filings

10-Q 1 tisi-20240630.htm 10-Q tisi-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-08604

TEAM, INC.


(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)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.30 par value	TISI	New York Stock Exchange
Preferred Stock Purchase Rights	N/A	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The Registrant had 4,421,876 shares of common stock, par value $0.30, outstanding as of August 6, 2024.

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INDEX


		Page No.
PART I—FINANCIAL INFORMATION		1
ITEM 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023	3
	Unaudited Condensed Consolidated Statements of Operations for the T hree and Six Months Ended June 30, 2024 and 2023	4
	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2024 and 2023	5
	Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the T hree and Six Months Ended June 30, 2024 and 2023	6
	Unaudited Condensed Consolidated Statements of Cash Flows for Six Months Ended June 30, 2024 and 2023	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	32
ITEM 4.	Controls and Procedures	32
PART II—OTHER INFORMATION		33
ITEM 1.	Legal Proceedings	33
ITEM 1A.	Risk Factors	33
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
ITEM 3.	Defaults Upon Senior Securities	33
ITEM 4.	Mine Safety Disclosures	33
ITEM 5.	Other Information	34
ITEM 6.	Exhibits	35
SIGNATURES		36

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PART I—FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS

TEAM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)


	June 30, 2024		December 31, 2023
ASSETS	(unaudited)

Current assets:
Cash and cash equivalents	$	22,461	$	35,427
Accounts receivable, net of allowance of $4,223 and $3,738 respectively	192,440		181,185
Inventory	38,830		38,853
Income tax receivable	541		644

Prepaid expenses and other current assets	61,032		65,992
Total current assets	315,304		322,101
Property, plant and equipment, net	120,147		127,057
Intangible assets, net	56,455		62,693
Operating lease right-of-use assets	42,195		40,498
Defined benefit pension asset	4,683		4,323
Other assets, net	9,747		7,847
Deferred tax asset	1,116		1,225
Total assets	$	549,647	$	565,744
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt and finance lease obligations	$	7,087	$	5,212
Current portion of operating lease obligations	14,716		14,232
Accounts payable	41,548		36,389
Other accrued liabilities	107,971		118,089
Income tax payable	2,137		1,016
Total current liabilities	173,459		174,938
Long-term debt and finance lease obligations	313,020		306,214
Operating lease obligations	30,824		29,962
Deferred tax liabilities	5,156		5,742
Other long-term liabilities	3,313		3,292
Total liabilities	525,772		520,148
Commitments and contingencies
Equity:
Preferred stock, 500,000 shares authorized, none issued	—		—
Common stock, par value $0.30 per share, 12,000,000 shares authorized; 4,421,876 and 4,415,147 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	1,327		1,315
Additional paid-in capital	459,862		458,614
Accumulated deficit	(397,359)		(377,401)
Accumulated other comprehensive loss	(39,955)		(36,932)
Total equity	23,875		45,596
Total liabilities and equity	$	549,647	$	565,744

See accompanying notes to unaudited condensed consolidated financial statements.

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TEAM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Revenues	$	228,618	$	239,492	$	428,218	$	441,769
Operating expenses	165,064		178,576		315,933		333,851
Gross margin	63,554		60,916		112,285		107,918
Selling, general and administrative expenses	52,395		56,320		107,512		111,068

Operating income (loss)	11,159		4,596		4,773		(3,150)
Interest expense, net	(11,909)		(16,691)		(24,007)		(33,432)
Loss on debt extinguishment	—		(1,582)		—		(1,582)
Other (expense) income, net	(541)		13		821		648
Loss before income taxes	(1,291)		(13,664)		(18,413)		(37,516)
Provision for income taxes	(1,472)		(2,089)		(1,545)		(2,948)
Net loss	$	(2,763)	$	(15,753)	$	(19,958)	$	(40,464)


Loss per common share:
Basic and Diluted	$	(0.63)	$	(3.61)	$	(4.52)	$	(9.30)


Weighted-average number of shares outstanding:
Basic and Diluted	4,416		4,362		4,415		4,353

See accompanying notes to unaudited condensed consolidated financial statements.

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TEAM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE LOSS

(in thousands)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Net loss	$	(2,763)	$	(15,753)	$	(19,958)	$	(40,464)
Other comprehensive income (loss) before tax:
Foreign currency translation adjustment	(330)		1,277		(3,192)		2,055
Defined benefit pension plans:
Amortization of prior service cost	8		—		16		—
Amortization of net actuarial loss	79		—		158		—
Other comprehensive income (loss), before tax	(243)		1,277		(3,018)		2,055
Tax provision attributable to other comprehensive income (loss)	(5)		(23)		(5)		(46)
Other comprehensive income (loss), net of tax	(248)		1,254		(3,023)		2,009
Total comprehensive loss	$	(3,011)	$	(14,499)	$	(22,981)	$	(38,455)

See accompanying notes to unaudited condensed consolidated financial statements.

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TEAM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

(Unaudited)


	Common Stock				Additional Paid-in Capital				Retained Earnings (Deficit)	Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
	Shares			Amount

Balance at December 31, 2023	4,415	$	1,315			$	458,614			$	(377,401)		$	(36,932)		$	45,596


Net loss	—	—				—				(17,195)			—			(17,195)
Net settlement of vested stock awards	—	10				(10)				—			—			—
Foreign currency translation adjustment, net of tax	—	—				—				—			(2,862)			(2,862)

Defined benefit pension plans, net of tax	—	—				—				—			87			87
Non-cash compensation	—	—				665				—			—			665

Balance at March 31, 2024	4,415	$	1,325			$	459,269			$	(394,596)		$	(39,707)		$	26,291
Net loss	—	—				—				(2,763)			—			(2,763)
Net settlement of vested stock awards	7	2				(19)				—			—			(17)
Foreign currency translation adjustment, net of tax	—	—				—				—			(291)			(291)
Defined benefit pension plans, net of tax	—	—				—				—			43			43
Non-cash compensation	—	—				612				—			—			612
Balance at June 30, 2024	4,422	$	1,327	0		$	459,862	0		$	(397,359)	0	$	(39,955)	—	$	23,875

Balance at December 31, 2022	4,343	$	1,303			$	457,133			$	(301,679)		$	(38,997)		$	117,760
Net loss	—	—				—				(24,711)			—			(24,711)
Net settlement of vested stock awards	14	4				(52)				—			—			(48)
Foreign currency translation adjustment, net of tax	—	—				—				—			755			755
Non-cash compensation	—	—				382				—			—			382
Balance at March 31, 2023	4,357	$	1,307			$	457,463			$	(326,390)		$	(38,242)		$	94,138
Net loss	—	—				—				(15,753)			—			(15,753)
Net settlement of vested stock awards	11	4				(16)				—			—			(12)
Foreign currency translation adjustment, net of tax	—	—				—				—			1,254			1,254
Non-cash compensation	—	—				245				—			—			245
Balance at June 30, 2023	4,368	$	1,311			$	457,692			$	(342,143)		$	(36,988)		$	79,872

See accompanying notes to unaudited condensed consolidated financial statements.

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TEAM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(19,958)	$	(40,464)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	18,900		19,085
Loss on debt extinguishment	—		1,582
Amortization of debt issuance costs, debt discounts, and deferred financing costs	3,625		16,229
Paid-in-kind interest	6,318		7,117
Allowance for credit losses	733		276
Foreign currency gains	(623)		(35)
Deferred income taxes	(545)		730
Loss (gain) on asset disposal	32		(245)
Non-cash compensation costs	1,277		627
Other, net	(195)		(2,169)
Changes in operating assets and liabilities:
Accounts receivable	(13,796)		(9,037)
Inventory	(356)		(1,140)
Prepaid expenses and other assets	(726)		(2,043)
Accounts payable	6,148		3,994
Other accrued liabilities	(6,548)		(17,201)
Income taxes	1,248		(923)
Net cash used in operating activities	(4,466)		(23,617)
Cash flows from investing activities:
Capital expenditures	(5,759)		(5,073)
Proceeds from disposal of assets	139		332
Net cash used in investing activities	(5,620)		(4,741)
Cash flows from financing activities:
Borrowings under Revolving Credit Loans	10,500		30,797
Payments under Revolving Credit Loans	(9,909)		(14,798)



Repayment of APSC Term Loan	—		(37,092)
Borrowings under ME/RE Loans	—		27,398
Payments under ME/RE Loans	(1,421)		—
Payments under Corre Incremental Term Loan	(713)		—

Payments for debt issuance costs	(2,800)		(5,327)

Other	1,843		(495)
Net cash provided by (used in) financing activities	(2,500)		483
Effect of exchange rate changes on cash	(380)		237
Net decrease in cash and cash equivalents	(12,966)		(27,638)
Cash and cash equivalents at beginning of period	35,427		58,075
Cash and cash equivalents at end of period	$	22,461	$	30,437

See accompanying notes to unaudited condensed consolidated financial statements.

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TEAM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business. Unless otherwise indicated, the terms “we,” “our,” “us,” “Team,” and “the Company” are used in this report to refer to either Team, Inc., to one or more of our consolidated subsidiaries, or to all of them taken as a whole. Our stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “TISI”.

We are a global, leading provider of specialty industrial services offering clients access to a full suite of conventional, specialized, and proprietary mechanical, heat-treating, and inspection services. We deploy conventional to highly specialized inspection, condition assessment, maintenance and repair services that result in greater safety, reliability, and operational efficiency for our clients’ most critical assets. We conduct operations in two segments: Inspection and Heat Treating (“IHT”) and Mechanical Services (“MS”). Through the capabilities and resources in these two segments, we believe that we are uniquely qualified to provide integrated solutions involving: inspection to assess condition; engineering assessment to determine fitness for purpose in the context of industry standards and regulatory codes; and mechanical services to repair, rerate or replace based upon the client’s election. In addition, we are capable of escalating with the client’s needs, as dictated by the severity of the damage found and the related operating conditions, from standard services to some of the most advanced services and integrated asset integrity and reliability management solutions available in the industry. We also believe that we are unique in our ability to provide these services in three distinct client demand profiles: (i) turnaround or project services, (ii) call-out services, and (iii) nested or run-and-maintain services.

IHT provides conventional and advanced non-destructive testing services primarily for the process, pipeline and power sectors, pipeline integrity management services, and field heat treating services, as well as associated engineering and condition assessment services. These services can be offered while facilities are running (onstream), during facility turnarounds or during new construction or expansion activities. In addition, IHT provides comprehensive non-destructive testing services and metallurgical and chemical processing services to the aerospace industry, covering a range of components including finished machined and in-service components. IHT also provides advanced digital imaging including remote digital video imaging.

MS provides solutions designed to serve clients’ unique needs during both the operational (onstream) and off-line states of their assets. Our onstream services include our range of standard to custom-engineered leak repair and composite solutions; emissions control and compliance; hot tapping and line stopping; and online valve insertion solutions, which are delivered while assets are in an operational condition, which maximizes client production time. Asset shutdowns can be planned, such as a turnaround maintenance event, or unplanned, such as those due to component failure or equipment breakdowns. Our specialty maintenance, turnaround and outage services are designed to minimize client downtime and are primarily delivered while assets are off-line and often through the use of cross-certified technicians, whose multi-craft capabilities deliver the production needed to achieve tight time schedules. These critical services include on-site field machining; bolted-joint integrity; vapor barrier plug testing; and valve management solutions.

We market our services to companies in a diverse array of heavy industries which include:

•Energy (refining, power, renewables, nuclear, offshore oil and gas, and liquefied natural gas);

•Manufacturing and Process (chemical, petrochemical, pulp and paper industries, automotive, and mining);

•Midstream (valves, terminals and storage, and pipeline);

•Public Infrastructure (construction and building, roads, dams, amusement parks, bridges, ports, and railways); and

•Aerospace and Defense.

Basis of presentation. These condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of results for such periods. The results of operations for any interim period are not necessarily indicative of results for the full year. Certain disclosures have been condensed or omitted from the interim financial statements included in this report. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC (“our Annual Report on Form 10-K”).

Consolidation. The condensed consolidated financial statements include the accounts of our subsidiaries where we have control over operating and financial policies. All material intercompany accounts and transactions have been eliminated in consolidation.

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Reclassifications. Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have any effect on our financial condition or results of operations as previously reported.

Significant Accounting Policies. Our significant accounting policies are disclosed in Note 1 - Summary of Significant Accounting Policies and Practices in our Annual Report on Form 10-K. On an ongoing basis, we evaluate the estimates and assumptions, including among other things, those related to long-lived assets. Since the date of our Annual Report on Form 10-K, there have been no material changes to our significant accounting policies.

2. REVENUE

Disaggregation of revenue. Essentially all of our revenues are associated with contracts with customers. A disaggregation of our revenue from contracts with customers by geographic region, by reportable operating segment and by service type is presented below:

Geographic area (in thousands):



	Three Months Ended June 30, 2024						Three Months Ended June 30, 2023
	(unaudited)						(unaudited)
	United States and Canada		Other Countries		Total		United States and Canada		Other Countries		Total
Revenue:
IHT	$	110,211	$	3,023	$	113,234	$	113,013	$	3,727	$	116,740
MS	79,127		36,257		115,384		82,626		40,126		122,752
Total	$	189,338	$	39,280	$	228,618	$	195,639	$	43,853	$	239,492


	Six Months Ended June 30, 2024						Six Months Ended June 30, 2023
	(unaudited)						(unaudited)
	United States and Canada		Other Countries		Total		United States and Canada		Other Countries		Total
Revenue:
IHT	$	206,507	$	6,175	$	212,682	$	211,544	$	7,025	$	218,569
MS	148,097		67,439		215,536		154,657		68,543		223,200
Total	$	354,604	$	73,614	$	428,218	$	366,201	$	75,568	$	441,769

Revenue by Operating segment and service type (in thousands):


	Three Months Ended June 30, 2024
	(unaudited)
	Non-Destructive Evaluation and Testing Services		Repair and Maintenance Services		Heat Treating		Other		Total
Revenue:
IHT	$	90,113	$	2	$	17,459	$	5,660	$	113,234
MS	—		112,873		248		2,263		115,384
Total	$	90,113	$	112,875	$	17,707	$	7,923	$	228,618


	Three Months Ended June 30, 2023
	(unaudited)
	Non-Destructive Evaluation and Testing Services		Repair and Maintenance Services		Heat Treating		Other		Total
Revenue:
IHT	$	94,305	$	219	$	15,717	$	6,499	$	116,740
MS	—		122,022		211		519		122,752
Total	$	94,305	$	122,241	$	15,928	$	7,018	$	239,492

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	Six Months Ended June 30, 2024
	(unaudited)
	Non-Destructive Evaluation and Testing Services		Repair and Maintenance Services		Heat Treating		Other		Total
Revenue:
IHT	$	171,123	$	147	$	30,943	$	10,469	$	212,682
MS	—		211,736		355		3,445		215,536
Total	$	171,123	$	211,883	$	31,298	$	13,914	$	428,218



	Six Months Ended June 30, 2023
	(unaudited)
	Non-Destructive Evaluation and Testing Services		Repair and Maintenance Services		Heat Treating		Other		Total
Revenue:
IHT	$	175,911	$	222	$	29,445	$	12,991	$	218,569
MS	—		221,860		489		851		223,200
Total	$	175,911	$	222,082	$	29,934	$	13,842	$	441,769

For additional information on our reportable operating segments and geographic information, refer to Note 14 - Segment and Geographic Disclosures.

Remaining performance obligations. As permitted by ASC 606, Revenue from Contracts with Customers, we have elected not to disclose information about remaining performance obligations where (i) the performance obligation is part of a contract that has an original expected duration of one year or less or (ii) when we recognize revenue from the satisfaction of the performance obligation in accordance with the right-to-invoice practical expedient, which permits us to recognize revenue in the amount to which we have a right to invoice the customer if that amount corresponds directly with the value to the customer of our performance completed to date. As most of our contracts with customers are short-term in nature and billed on a time and material basis, there were no material amounts of remaining performance obligations as of June 30, 2024 and December 31, 2023.

3. ACCOUNTS RECEIVABLE

A summary of accounts receivable as of June 30, 2024 and December 31, 2023 is as follows (in thousands):


	June 30, 2024		December 31, 2023
	(unaudited)
Trade accounts receivable	$	147,954	$	151,316
Unbilled revenues	48,709		33,607
Allowance for credit losses	(4,223)		(3,738)
Total	$	192,440	$	181,185

The following table shows a rollforward of the allowance for credit losses (in thousands):


	June 30, 2024		December 31, 2023
	(unaudited)
Balance at beginning of period	$	3,738	$	5,262
Provision for expected credit losses	1,001		1,680
Recoveries collected	(211)		(1,638)
Write-offs	(357)		(1,560)
Foreign exchange effects	52		(6)
Balance at end of period	$	4,223	$	3,738

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4. INVENTORY

A summary of inventory as of June 30, 2024 and December 31, 2023 is as follows (in thousands):


	June 30, 2024		December 31, 2023
	(unaudited)
Raw materials	$	9,454	$	9,958
Work in progress	2,311		2,326
Finished goods	27,065		26,569
Total	$	38,830	$	38,853

5. PREPAID AND OTHER CURRENT ASSETS

A summary of prepaid expenses and other current assets as of June 30, 2024 and December 31, 2023 is as follows (in thousands):


	June 30, 2024		December 31, 2023
	(unaudited)
Insurance receivable	$	39,000	$	39,000
Prepaid expenses	16,307		18,398
Other current assets	5,725		8,594
Total	$	61,032	$	65,992

The insurance receivable relates to the receivables from our third-party insurance providers for a legal claim that is recorded in other accrued liabilities, refer to Note 8 - Other Accrued Liabilities. These receivables will be collected from our third-party insurance providers for litigation matters that have been settled, or are pending settlement, and where the deductibles have been satisfied. The prepaid expenses primarily relate to prepaid insurance and other expenses that have been paid in advance of the coverage period. Other current assets include other receivables, primarily related to insurance rebates, software implementation costs, and deferred financing charges.

6. PROPERTY, PLANT AND EQUIPMENT

A summary of property, plant and equipment as of June 30, 2024 and December 31, 2023 is as follows (in thousands):


	June 30, 2024		December 31, 2023
	(unaudited)
Land	$	4,006	$	4,006
Buildings and leasehold improvements	60,625		60,827
Machinery and equipment	288,825		286,376
Furniture and fixtures	10,642		10,804
Capitalized ERP system development costs	45,903		45,903
Computers and computer software	19,727		20,067
Automobiles	2,738		3,215
Construction in progress	2,153		6,634
Total	434,619		437,832
Accumulated depreciation	(314,472)		(310,775)
Property, plant and equipment, net	$	120,147	$	127,057

Included in the table above are assets under finance leases of $8.7 million and $8.5 million, and related accumulated amortization of $3.8 million and $3.3 million as of June 30, 2024 and December 31, 2023, respectively. Depreciation expense for the three months ended June 30, 2024 and 2023 was $5.2 million and $5.5 million, respectively. Depreciation expense for the six months ended June 30, 2024 and 2023 was $10.5 million and $11.1 million, respectively.

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7. INTANGIBLE ASSETS

A summary of intangible assets as of June 30, 2024 and December 31, 2023 is as follows (in thousands):


	June 30, 2024
	(unaudited)
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	164,260	$	(108,635)	$	55,625
Trade names	20,253		(19,805)		448
Technology	2,300		(1,918)		382
Licenses	683		(683)		—
Intangible assets	$	187,496	$	(131,041)	$	56,455


	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	164,305	$	(102,630)	$	61,675
Trade names	20,262		(19,742)		520
Technology	2,300		(1,802)		498
Licenses	683		(683)		—
Intangible assets	$	187,550	$	(124,857)	$	62,693

Amortization expense of intangible assets for the three months ended June 30, 2024 and 2023 was $3.1 million and $3.2 million, respectively. Amortization expense of intangible assets for the six months ended June 30, 2024 and 2023 was $6.2 million and $6.4 million, respectively.

The weighted-average amortization period for intangible assets subject to amortization was 13.8 years as of June 30, 2024 and December 31, 2023.

8. OTHER ACCRUED LIABILITIES

A summary of other accrued liabilities as of June 30, 2024 and December 31, 2023 is as follows (in thousands):


	June 30, 2024		December 31, 2023
	(unaudited)
Legal and professional accruals	$	49,621	$	53,972
Payroll and other compensation expenses	38,741		39,943
Insurance accruals	5,262		7,170
Property, sales and other non-income related taxes	5,189		7,248


Accrued interest	5,210		4,487
Volume discount	2,304		2,479
Other accruals	1,644		2,790
Total	$	107,971	$	118,089

Legal and professional accruals include accruals for legal and professional fees as well as accrued legal claims. See Note 13 - Commitments and Contingencies for additional information. Certain legal claims are covered by our third-party insurance providers and the related insurance receivable for these claims is recorded in prepaid expenses and other current assets. See Note 5 - Prepaid and Other Current Assets for additional information. Payroll and other compensation expenses include all payroll related accruals including, among others, accrued vacation, severance, and bonuses. Insurance accruals primarily relate to accrued medical and workers compensation costs. Property, sales and other non-income related taxes include accruals for

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items such as sales and use tax, property tax, and other related tax accruals. Accrued interest relates to the interest accrued on our long-term debt. Other accruals include various business expense accruals.

9. INCOME TAXES

We recorded an income tax provision of $1.5 million for the three and six months ended June 30, 2024, compared to a provision of $2.1 million and $2.9 million, respectively, for the three and six months ended June 30, 2023. The effective tax rate, inclusive of discrete items, was a provision of 114.0% for the three months ended June 30, 2024, compared to a provision of 15.3% for the three months ended June 30, 2023. For the six months ended June 30, 2024, our effective tax rate, inclusive of discrete items, was a provision of 8.4%, compared to a provision of 7.7% for the six months ended June 30, 2023. The increase in effective tax rate for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 is due to the mix of pretax income in non-valuation allowance jurisdictions and pretax losses in valuation allowance jurisdictions. The impact is additional income tax expense with minimal corresponding pretax income/(loss) movement and an increase in effective tax rate.

10. DEBT

As of June 30, 2024 and December 31, 2023, our total long-term debt and finance lease obligations are summarized as follows (in thousands):


	June 30, 2024		December 31, 2023
	(unaudited)

2022 ABL Credit Facility	$	114,006	$	113,415
ME/RE Loans1	23,157		24,061
Uptiered Loan1	135,881		129,436
Incremental Term Loan1	39,235		38,758
Equipment Finance Loan	2,349		—
Total	314,628		305,670
Finance lease obligations	5,479		5,756
Total long-term debt and finance lease obligations	320,107		311,426
Current portion of long-term debt and finance lease obligations	(7,087)		(5,212)
Total long-term debt and finance lease obligations, less current portion	$	313,020	$	306,214

1 Comprised of principal amount outstanding, less unamortized discount and issuance costs. See below for additional information.

2022 ABL Credit Facility

On February 11, 2022, we entered into a credit agreement, with the lender parties thereto, and Eclipse Business Capital, LLC, a Delaware limited liability company, as agent, (the “ABL Agent”) (such agreement, as amended by Amendment No.1 dated as of May 6, 2022, Amendment No.2 dated as of November 1, 2022, Amendment No.3 dated as of June 16, 2023, and Amendment No.4 dated as of March 6, 2024, the “2022 ABL Credit Agreement”).

Available funding commitments under the 2022 ABL Credit Agreement, subject to certain conditions, include a revolving credit line in an amount of up to $130.0 million to be provided by certain affiliates of the ABL Agent (the “Revolving Credit Loans”), with a $35.0 million sublimit for swingline borrowings, a $26.0 million sublimit for issuances of letters of credit, and an incremental delayed draw term loan of up to $35.0 million (the “Delayed Draw Term Loan”) originally provided by Corre Partners Management, LLC (“Corre”) and certain of its affiliates (collectively, the “2022 ABL Credit Facility”).

The terms of the 2022 ABL Credit Facility are described in the table below (dollar amounts are presented in thousands):

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	Revolving Credit Loans	Delayed Draw Term Loan
Maturity date	8/11/2025	8/11/2025
Stated interest rate	SOFR + applicable margin (base + applicable margin 1)	SOFR + 10% (Base + 9%)
Actual interest rate:
6/30/2024	10.09%	15.44%
6/30/2023	9.92%	15.27%
Interest payments	monthly	monthly
Cash paid for interest
YTD 6/30/2024	$3,816	$2,748
YTD 6/30/2023	$2,955	$2,583
Unamortized balance of deferred financing cost
6/30/2024	$184	$—
12/31/2023	$267	$—
Available amount at 6/30/2024	$12,169	$—

1 Applicable margin ranges based on EBITDA as defined in the 2022 ABL Credit Agreement

The 2022 ABL Credit Agreement contains customary conditions to borrowings and covenants, as described in the 2022 ABL Credit Agreement. As of June 30, 2024, we are in compliance with the covenants.

As of June 30, 2024, $9.5 million in letters of credit were issued under the 2022 ABL Credit Agreement. Such amounts remain undrawn and are off-balance sheet.

ME/RE Loans

On June 16, 2023, we entered into ABL Amendment No. 3 which, in addition to making certain other changes to the 2022 ABL Credit Facility, provided us with $27.4 million of new term loans (the “ME/RE Loans”). Amounts repaid or prepaid under the ME/RE Loans may not be reborrowed.

The terms of ME/RE Loans are described in the table below (dollar amounts are presented in thousands):


Maturity date						8/11/2025
Stated interest rate						SOFR + 5.75% + 0.11% credit spread adjustment
Principal payments						$237 monthly
Effective interest rate1
6/30/2024						17.38%
6/30/2023						16.54%
Actual interest rate1
6/30/2024						11.19%
6/30/2023						11.02%
Interest payments						monthly
Cash paid for interest
YTD 6/30/2024						$1,436
YTD 6/30/2023						$—
Balances at 6/30/2024
Principal balance						$24,402
Unamortized balance of debt issuance cost						$(1,245)
Net carrying balance						$23,157
Balances at 12/31/2023
Principal balance						$25,823
Unamortized balance of debt issuance cost						$(1,762)
Net carrying balance						$24,061

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1 The effective interest rate as of June 30, 2024, consisted of an 11.19% variable interest rate paid in cash and an additional 6.19% due to non-cash amortization of the related debt issuance costs. The effective interest rate as of June 30, 2023, consisted of an 11.02% variable interest rate paid in cash and an additional 5.52% due to non-cash amortization of the related debt issuance costs.

The ME/RE Loans are governed by the 2022 ABL Credit Agreement and are subject to the same restrictive covenants as described under the 2022 ABL Credit Facility.

Amended and Restated Term Loan Credit Agreement - Uptiered Loan and Incremental Term Loan

On June 16, 2023, we entered into an amendment and restatement of that certain subordinated term loan credit agreement dated as of November 9, 2021 (such agreement, as amended and restated, and as further amended by Amendment No.1 dated March 6, 2024, the “A&R Term Loan Credit Agreement”) among the Company, as borrower, the guarantors party thereto, the lenders from time-to-time party thereto and Cantor Fitzgerald Securities, as agent (the “A&R Term Loan Agent”). The A&R Term Loan Credit Agreement included a term loan credit agreement entered into on November 9, 2021, as amended through March 29, 2023 (the “Uptiered Loan”), and an additional funding commitment, subject to certain conditions, consisting of a $57.5 million senior secured first lien term loan (the “Incremental Term Loan”) provided by Corre and certain of its affiliates and comprised of a $37.5 million term loan tranche and a $20.0 million delayed draw tranche.

The A&R Term Loan Credit Agreement contains certain customary conditions to borrowings, events of default and affirmative, negative, and financial covenants (as described in the A&R Term Loan Credit Agreement and further amended by Amendment No. 4 dated March 6, 2024). As of June 30, 2024, we are in compliance with the A&R Term Loan Credit Agreement covenants.

The terms of Uptiered Loan and Incremental Term Loan are described in the table below (dollar amounts are presented in thousands):


	Uptiered Loan	Incremental Term Loan
Maturity date	12/31/2027 (12/31/2026 if outstanding balance is greater than $50 million)	12/31/2026
Stated interest rate
6/30/2024	9.5% PIK and 4.0% cash2	12% paid in cash
6/30/2023	12% PIK	N/A
Principal payments	at maturity	$356 quarterly
Effective interest rate
6/30/2024	14.56%3	22.96%4
6/30/2023	12.86%3	N/A
Interest payments	cash quarterly/PIK monthly	quarterly
Cash paid for interest
YTD 6/30/2024	$1,429	$2,854
YTD 6/30/2023	$—	N/A
PIK interest added to principal
YTD 6/30/2024	$6,376	$—
YTD 6/30/2023	$7,686	N/A
Balances at 6/30/2024
Principal balance 1	$136,463	$47,339
Unamortized balance of debt issuance cost	$(582)	$(8,104)
Net carrying balance	$135,881	$39,235
Balances at 12/31/2023
Principal balance 1	$130,087	$48,052
Unamortized balance of debt issuance cost	$(651)	$(9,294)
Net carrying balance	$129,436	$38,758
Available amount at 6/30/2024	$—	$10,000

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___________

1 The principal balance of the Uptiered Loan is made up of $22.5 million drawn on November 9, 2021, $27.5 million drawn on December 8, 2021, and $57.0 million added as part of the exchange agreement on October 4, 2022. In addition, the principal balance also includes paid-in-kind (“PIK”) interest recorded to date of $28.6 million and $22.2 million as of June 30, 2024 and December 31, 2023, respectively, and PIK fees of $0.9 million incurred as of December 31, 2022.

2 Cash and PIK split is based on the Net Leverage Ratio as defined in the A&R Term Loan Credit Agreement. Cash interest rate increased by 1.5% on January 31, 2024.

3 The effective interest rate on the Uptiered Loan as of June 30, 2024 consisted of a 13.50% stated interest rate paid in PIK and cash and an additional 1.06% due to the non-cash amortization of the related debt issuance costs. The effective interest rate on the Uptiered Loan as of June 30, 2023 consisted of a 12.00% stated interest rate paid in PIK and an additional 0.86% due to the non-cash amortization of the related debt issuance costs.

4 The effective interest rate on the Incremental Term Loan as of June 30, 2024 consisted of a 12.00% stated interest rate paid in cash and an additional 10.96% due to the non-cash amortization of the related debt issuance costs.

Warrants

As of June 30, 2024 and December 31, 2023, APSC Holdco II, L.P. held 500,000 warrants and certain affiliates of Corre collectively held 500,000 warrants, in each case providing for the purchase of one share of the Company’s common stock per warrant at an exercise price of $15.00. The warrants will expire on December 8, 2028.

The exercise price and the number of shares of our common stock issuable on exercise of the warrants are subject to certain antidilution adjustments, including for stock dividends, stock splits, reclassifications, noncash distributions, cash dividends, certain equity issuances and business combination transactions. The warrants can be exercised by rendering cash or by means of a cashless option as set forth in the agreement.

Equipment Finance Loan

On March 6, 2024, we entered into agreements to sell various equipment to an equipment finance lender for $2.9 million and lease the equipment for monthly payments of $181 thousand over 18 months. The lease agreement provides for a bargain purchase option at the end of the lease term which we intend to exercise. The Company determined that the transaction did not meet the criteria for sale-leaseback in accordance with ASC 842, Leases and accounted for this arrangement as an equipment financing. The assets subject to the transaction remain on our balance sheet and continue to depreciate in accordance with our depreciation policy.

Fair Value of Debt

The fair value of our debt obligations is representative of the carrying value based upon the respective interest rate terms and management’s opinion that the current rates available to us with the same maturity and security structure are equivalent to that of the debt obligations.

1970 Group Substitute Insurance Reimbursement Facility

On September 29, 2022, we entered into the Substitute Insurance Reimbursement Facility Agreement with 1970 Group Inc. (“1970 Group”) (as amended by that certain first amendment thereto dated August 29, 2023, the “Substitute Insurance Reimbursement Facility Agreement”). Under the Substitute Insurance Reimbursement Facility Agreement, the 1970 Group extended credit to us in the form of a substitute reimbursement facility (the “Substitute Reimbursement Facility”) to provide up to approximately $22.9 million of letters of credit on our behalf in support of our workers’ compensation, commercial automotive and general liability insurance policies. As of June 30, 2024, we have $22.9 million of letters of credit outstanding under the Substitute Reimbursement Facility.

According to the provisions of ASC 470, Debt, the arrangement is a “Substitute Insurance Reimbursement Facility” limited to the amounts drawn under the letters of credit. Therefore, until we use or draw on such Substitute Insurance Reimbursement Facility, the letters of credit are treated as an off-balance sheet credit arrangement. The fees paid by us periodically under this arrangement are deferred and amortized to interest expense over the term of the arrangement. As of June 30, 2024, all fees were fully amortized.

Liquidity

As of June 30, 2024, we had $17.9 million of unrestricted cash and cash equivalents and $4.6 million of restricted cash, including $3.2 million of restricted cash held as collateral for letters of credit and commercial card programs. International cash balances as of June 30, 2024 were $6.1 million, and approximately $0.5 million of such cash is located in countries where currency or regulatory restrictions exist. As of June 30, 2024, we had approximately $22.2 million of available borrowing capacity under our various credit agreements, consisting of $12.2 million available under the Revolving Credit Loans and $10.0 million available under the Incremental Term Loan under the A&R Term Loan Credit Agreement. As of June 30, 2024, we had $34.7 million in letters of credit and $2.5 million in surety bonds outstanding and $0.7 million in miscellaneous cash deposits securing other required obligations.

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As of December 31, 2023, our cash and cash equivalents consisted of $30.4 million of unrestricted cash and cash equivalents and $5.0 million of restricted cash, including $3.4 million of restricted cash held as collateral for letters of credit and commercial card programs. International cash balances as of December 31, 2023 were $12.0 million, including $0.6 million of cash located in countries where currency or regulatory restrictions existed.

11. EMPLOYEE BENEFIT PLANS

We have a defined benefit pension plan covering certain United Kingdom employees (the “U.K. Plan”). Net periodic pension credit includes the following components (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(unaudited)		(unaudited)		(unaudited)		(unaudited)

Interest cost	$	651	$	689	$	1,303	$	1,376
Expected return on plan assets	(840)		(927)		(1,692)		(1,852)
Amortization of prior service cost	8		7		16		15
Unrecognized net actuarial loss	79		71		158		142
Net periodic pension credit	$	(102)	$	(160)	$	(215)	$	(319)

Net pension credit is included in “Other (expense) income, net” on our condensed consolidated statement of operations. The expected long-term rate of return on invested assets is determined based on the weighted average of expected returns on asset investment categories for the U.K. Plan as follows: 5.5% overall, 8.5% for equities and 5.0% for debt securities.

12. SHAREHOLDERS’ EQUITY

Shareholders’ Equity and Preferred Stock

As of June 30, 2024 there were 4,421,876 shares of our common stock outstanding and 12,000,000 shares authorized at $0.30 par value per share.

As of June 30, 2024 we had 500,000 authorized shares of preferred stock, none of which had been issued.

Accumulated Other Comprehensive Income (loss)

A summary of changes in accumulated other comprehensive loss included within shareholders’ equity is as follows (in thousands):


	Six Months Ended June 30, 2024								Six Months Ended June 30, 2023
	(unaudited)								(unaudited)
	Foreign Currency Translation Adjustments		Defined Benefit Pension Plans		Tax Provision		Total		Foreign Currency Translation Adjustments		Defined Benefit Pension Plans		Tax Provision		Total
Balance, beginning of period	$	(25,853)	$	(11,041)	$	(38)	$	(36,932)	$	(28,859)	$	(10,474)	$	336	$	(38,997)
Other comprehensive income (loss)	(3,192)		174		(5)		(3,023)		2,055		—		(46)		2,009

Balance, end of period	$	(29,045)	$	(10,867)	$	(43)	$	(39,955)	$	(26,804)	$	(10,474)	$	290	$	(36,988)

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13. COMMITMENTS AND CONTINGENCIES

Certain conditions may exist as of the date the financial statements are issued which may result in a loss to the Company and which will only be resolved when one or more future events occur or fail to occur. Team’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, Team’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

We accrue for contingencies where the occurrence of a material loss is probable and can be reasonably estimated, based on our best estimate of the expected liability. We may increase or decrease our legal accruals in the future, on a matter-by-matter basis, to account for developments in such matter. Because such matters are inherently unpredictable and unfavorable developments or outcomes can occur, assessing contingencies is highly subjective and requires judgments about future events. Notwithstanding the uncertainty as to the outcome and while our insurance coverage might not be available or adequate to cover these claims, based upon the information currently available, we do not believe that any uninsured losses that might arise from these lawsuits and proceedings will have a materially adverse effect on our condensed consolidated financial statements.

Kelli Most Litigation - On November 13, 2018, Kelli Most filed a lawsuit against Team Industrial Services, Inc., individually and as a personal representative of the estate of Jesse Henson, in the 268th District Court of Fort Bend County, Texas (the “Most litigation”). The complaint asserted claims against Team for negligence resulting in the wrongful death of Jesse Henson. A jury trial commenced on this matter on May 4, 2021. On June 1, 2021, the jury rendered a verdict against Team for $222.0 million in compensatory damages.

On January 25, 2022, the trial court signed a final judgment in favor of the plaintiff and against Team Industrial Services, Inc. Post-judgment motions challenging the judgment were filed on February 24, 2022 and were denied by the trial court on April 22, 2022. We appealed the trial court’s judgment to the Texas First Court of Appeals by timely filing a notice of appeal on April 25, 2022, and filed our initial appellate brief on December 23, 2022.

On May 16, 2024, the Texas First Court of Appeals issued a decision which vacated the trial court’s judgment and dismissed the case, holding that the trial court erred in refusing to dismiss the case on forum non conveniens grounds. The plaintiff has filed a motion with the Texas First Court of Appeals for rehearing and a motion for en banc reconsideration and may seek review in the Texas Supreme Court. After any further appellate review is exhausted, the plaintiff will be permitted to re-file the lawsuit in Kansas. We currently have accrued a liability of $39.0 million as of June 30, 2024. We have also recorded a related receivable from our third-party insurance providers in other current assets with a corresponding liability of the same amount in other accrued liabilities. Such amounts are treated as non-cash operating activities. The Most litigation is covered by our general liability and excess insurance policies which are occurrence based and subject to an aggregate $3.0 million self-insured retention and deductible. All retentions and deductibles have been met, and accordingly, we believe pending the final settlement, all further claims will be fully funded by our insurance policies. We will continue to evaluate the possible outcomes of this case in light of future developments and their potential impact on factors relevant to our assessment of any possible loss.

Notice of repayment of pandemic related government subsidies - In response to widespread health crises, epidemics and pandemics, certain of our entities based in foreign jurisdictions received governmental funding assistance to compensate for a portion of employee wages between March 2020 and March 2022. Following ongoing compliance reviews of these funding assistance programs, we received notices stating noncompliance with the requirements of one of these funding assistance programs. Accordingly, based on the assessments completed by the government appointed administrative authority, as of June 30, 2024, we have accrued $5.5 million to be repaid over an extended period related to this noncompliance.

Accordingly, for all matters discussed within this Note 13 - Commitments and Contingencies, we have accrued in the aggregate approximately $44.5 million as of June 30, 2024, of which approximately $5.5 million is not covered by our various insurance policies.

In addition to legal matters discussed above, we are subject to various lawsuits, claims and proceedings encountered in the normal conduct of business (“Other Proceedings”). Management believes that based on its current knowledge and after

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consultation with legal counsel that the Other Proceedings, individually or in the aggregate, will not have a material effect on our condensed consolidated financial statements.

14. SEGMENT DISCLOSURES

ASC 280, Segment Reporting, requires us to disclose certain information about our operating segments. Operating segments are defined as “components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.” We conduct operations in two segments: IHT and MS.

Segment data for our two operating segments are as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Revenues:
IHT	$	113,234	$	116,740	$	212,682	$	218,569
MS	115,384		122,752		215,536		223,200
Total revenues	$	228,618	$	239,492	$	428,218	$	441,769


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Operating income (loss):
IHT	$	12,459	$	6,548	$	17,644	$	11,271
MS	10,637		12,720		14,728		15,913
Corporate and shared support services	(11,937)		(14,672)		(27,599)		(30,334)
Total operating income (loss)	$	11,159	$	4,596	$	4,773	$	(3,150)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Capital expenditures1:
IHT	$	2,259	$	1,595	$	2,795	$	3,022
MS	620		674		1,645		1,275
Corporate and shared support services	51		—		51		—
Total capital expenditures	$	2,930	$	2,269	$	4,491	$	4,297

____________

1 Excludes finance leases. Capital expenditures presented in the table above are on accrual basis and differ from the amounts presented in the condensed consolidated statements of cash flows.

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	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Depreciation and amortization:
IHT	$	2,978	$	3,188	$	6,007	$	6,242
MS	4,565		4,704		9,214		9,457
Corporate and shared support services	1,717		1,647		3,679		3,386
Total depreciation and amortization	$	9,260	$	9,539	$	18,900	$	19,085

15. RELATED PARTY TRANSACTIONS

In connection with the Company’s debt transactions, the Company engaged in transactions with Corre to provide funding as described in Note 10 - Debt.

16. SUBSEQUENT EVENTS

As of August 8, 2024, the filing date of this Quarterly Report on Form 10-Q, management evaluated the existence of events occurring subsequent to the quarter ended June 30, 2024 and determined that there were no events or transactions that would have a material impact on the Company’s results of operations or financial position.

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ITEM 2.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Unless otherwise indicated, the terms “Team, Inc.,” “Team,” “the Company,” “we,” “our” and “us” are used in this report to refer to Team, Inc., to one or more of our consolidated subsidiaries, or to all of them taken as a whole. Our stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “TISI”.

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in this report, and in conjunction with our Annual Report on Form 10-K and other documents previously filed with the SEC. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those described in more detail under the heading “Risk Factors” included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K. See also “Cautionary Note Regarding Forward-Looking Statements” below.

Cautionary Note Regarding Forward-Looking Statements.

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf in other materials we release to the public including all statements, other than statements of historical facts, included or incorporated by reference in this Quarterly Report on Form 10-Q, that address activities, events or developments which we expect or anticipate will or may occur in the future. You can generally identify our forward-looking statements by the words “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “projection,” “predict,” “budget,” “forecast,” “goal,” “guidance,” “target,” “will,” “could,” “should,” “may” and similar expressions.

We based our forward-looking statements on our reasonable beliefs and assumptions, and our current expectations, estimates and projections about ourselves and our industry. We caution that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions about events and circumstances that we cannot predict. In addition, we based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. New risk factors emerge from time to time, and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements cannot be relied upon as a guarantee of future results and involve a number of risks and uncertainties that could cause actual results to differ materially from those projected in the statements, including, but not limited to the statements under “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10-K and in Part II, Item 1A of this Quarterly Report on Form 10-Q. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this report. Such risks, uncertainties and other important factors include, among others, risks related to:

•our ability to generate sufficient cash from operations, access our 2022 ABL Credit Facility or amounts available under our Delayed Draw Term Loan to support our operations, or maintain our compliance with covenants under our debt arrangements including our 2022 ABL Credit Agreement and A&R Term Loan Credit Agreement;

•our ability to manage inflationary pressures in our operating costs;

•negative market conditions, including domestic and global inflationary pressures, future economic uncertainties, and impacts from epidemics and pandemics, particularly in industries in which we are heavily dependent;

•delays in the commencement of major projects;

•seasonal and other variations, such as severe weather conditions (including conditions influenced by climate change) and the nature of our clients’ industry;

•our ability to expand into new markets (including low carbon energy transition) and attract clients in new industries may be limited due to our competition’s breadth of service offerings and intellectual property;

•our significant debt and high leverage which could have a negative impact on our financing options, liquidity position and ability to manage increases in interest rates;

•our ability to access capital and liquidity provided by the financial and capital markets;

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•the timing of new client contracts and termination of existing contracts may result in unpredictable fluctuations in our cash flows and financial results;

•risk of non-payment and/or delays in payment of receivables from our clients;

•our ability to regain compliance with the NYSE’s continued listing requirements and rules, and the risk that the NYSE may delist our common stock, which could negatively affect our company, the price of our common stock and our shareholders’ ability to sell our common stock in the event we are unable to list our common stock on another exchange;

•our financial forecasts being based upon estimates and assumptions that may materially differ from actual results;

•our incurrence of liabilities and suffering of negative financial or reputational impacts relating to occupational health and safety matters;

•our ability to continue as a going concern;

•changes in laws or regulations in the local jurisdictions that we conduct our business;

•the inherently uncertain outcome of current and future litigation; and

•acts of terrorism, war or political or civil unrest in the United States or elsewhere, changes in laws and regulations, or the imposition of economic or trade sanctions affecting international commercial transactions.

GENERAL OVERVIEW

Business. We are a global, leading provider of specialty industrial services offering clients access to a full suite of conventional, specialized, and proprietary mechanical, heat-treating, and inspection services. We deploy conventional to highly specialized inspection, condition assessment, maintenance and repair services that result in greater safety, reliability, and operational efficiency for our clients’ most critical assets. We conduct operations in two segments: IHT and MS. Through the capabilities and resources in these two segments, we believe that we are uniquely qualified to provide integrated solutions involving: inspection to assess condition; engineering assessment to determine fitness for purpose in the context of industry standards and regulatory codes; and mechanical services to repair, rerate or replace based upon the client’s election. In addition, we are capable of escalating with the client’s needs, as dictated by the severity of the damage found and the related operating conditions, from standard services to some of the most advanced services and integrated asset integrity and reliability management solutions available in the industry. We also believe that we are unique in our ability to provide these services in three distinct client demand profiles: (i) turnaround or project services, (ii) call-out services, and (iii) nested or run-and-maintain services.

MS provides solutions designed to serve clients’ unique needs during both the operational (onstream) and off-line states of their assets. Our onstream services include our range of standard to custom-engineered leak repair and composite solutions; emissions control and compliance; hot tapping and line stopping; and online valve insertion solutions, which are delivered while assets are in an operational condition, which maximizes client production time. Asset shutdowns can be planned, such as a turnaround maintenance event, or unplanned, such as those due to component failure or equipment breakdowns. Our specialty maintenance, turnaround and outage services are designed to minimize client downtime and are primarily delivered while assets are off-line and often through the use of cross-certified technicians whose multi-craft capabilities deliver the production needed to achieve tight time schedules. These critical services include on-site field machining; bolted-joint integrity; vapor barrier plug testing; and valve management solutions.

We market our services to companies in a diverse array of heavy industries which include:

•Energy (refining, power, renewables, nuclear, offshore oil and gas, and liquefied natural gas);

•Manufacturing and Process (chemical, petrochemical, pulp and paper industries, automotive, and mining);

•Midstream (valves, terminals and storage, and pipeline);

•Public Infrastructure (construction and building, roads, dams, amusement parks, bridges, ports, and railways); and

•Aerospace and Defense.

Listing Notice from NYSE. On March 14, 2024, we were notified by the NYSE of our non-compliance with their continued listing standards, as our total market capitalization and shareholders’ equity had fallen below the NYSE listing

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requirements. As required by the NYSE, we notified the NYSE of our intent to cure the market capitalization and/or shareholder’ equity deficiency and restore our compliance with NYSE continued listing standards.

In accordance with applicable NYSE procedures, on April 29, 2024, we submitted a plan advising the NYSE of the definitive actions we have taken and are taking that would bring us into compliance with NYSE continued listing standards within 12 months of receipt of the written notice. The NYSE accepted the plan and our common stock will continue to be listed and traded on the NYSE during the 12-month period beginning March 14, 2024, subject to our compliance with other NYSE continued listing standards and continued periodic review by the NYSE of our progress with respect to our plan. We intend to regain compliance with the NYSE listing standards by pursuing measures that are in our best interest and the best interest of our shareholders. We can provide no assurances that we will be able to satisfy any of the steps outlined in the plan approved by the NYSE and maintain the listing of our shares on the NYSE.

Results of Operations

The following is a comparison of our results of operations for the three and six months ended June 30, 2024 to the three and six months ended June 30, 2023.

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

The following table sets forth the components of revenue and operating loss from our operations for the three-month period ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Favorable (Unfavorable)
	2024		2023		$		%
	(unaudited)		(unaudited)
Revenues by business segment:
IHT	$	113,234	$	116,740	$	(3,506)	(3.0)	%
MS	115,384		122,752		(7,368)		(6.0)	%
Total revenues	$	228,618	$	239,492	$	(10,874)	(4.5)	%
Operating income (loss):
IHT	$	12,459	$	6,548	$	5,911	90.3	%
MS	10,637		12,720		(2,083)		(16.4)	%
Corporate and shared support services	(11,937)