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Item 9A. Controls and Procedures

2022-03-16 compared with 2021-03-12 · 79 added, 68 removed, 106 unchanged (58% of the section changed)

2 unchanged sentences

Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), are controls and procedures that are designed to ensure that the information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is appropriately accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

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As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures.

11 unchanged sentences

Changes in internal control over financial reporting.

Except for the changes to remediate the material weakness discussed below, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting during the fourth quarter of our fiscal year ended December 31, 2020.

Remediation of Prior Year Material Weakness.

As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2019, we identified a material weakness in our internal control over financial reporting, concluding that our monitoring controls over certain foreign subsidiary operations were ineffective due to our risk assessment not identifying the need for monitoring controls at these subsidiaries.

This resulted in management override of certain process level controls allowing a now former employee of Team Industrial Services Netherlands B.V., one of our wholly-owned subsidiaries, to misappropriate assets over a period of multiple years.

During 2020, we took steps to remediate the previously identified material weakness and strengthen our internal control over financial reporting over foreign subsidiary operations.

Following a comprehensive review, the following steps to strengthen the associated internal controls were implemented and performed during 2020:

• We established additional review procedures and monitoring activities at a centralized level over all subsidiary senior finance lead roles to verify that process level controls are present and functioning as designed

• Our fraud risk assessment of a location was included, and will be included going forward, as a factor in determining the scope of our SOX compliance program, in order to more fully tailor the design of internal control over financial reporting to mitigate the risk of material misstatement caused by fraud or otherwise

• Additional training of finance personnel was given on internal control over financial reporting, the importance of monitoring control activities, and fraud risk assessment

As of December 31, 2020, we have concluded that the enhancements described above to the design of our control activities related to the material weakness were satisfactorily implemented and have operated effectively for a sufficient period of time.

Therefore, we concluded that the material weakness was remediated as of December 31, 2020.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting during the fourth quarter of our fiscal year ended December 31, 2021.

OTHER INFORMATION

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The information for the following items of Part III has been omitted from this Annual Report on Form 10-K since we will file, not later than 120 days following the close of our fiscal year ended December 31, 2021, our Definitive Proxy Statement.

5 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

7 unchanged sentences

(filed as Exhibit 3.3 to Team, Inc.’s Annual Report on Form 10-K for year ended December 31, 2017, incorporated by reference herein).

3.4 Certificate of Designations of Series A Preferred Stock of Team, Inc., as filed with the Secretary of State of the State of Delaware on February 2, 2022 (filed as Exhibit 3.1 to Team, Inc.’s Current Report on Form 8-K filed on February 2, 2022, incorporated by reference herein).

4.1 Description of Securities Registered under Section 12 of Exchange Act

10 unchanged sentences

(filed as Exhibit 4.2 to Team, Inc.’s Current Report on Form 8-K filed on December 21, 2020, incorporated herein by reference)

4.6 Section 382 Rights Agreement, dated as of February 2, 2022, between Team, Inc.

and Computershare Trust Company, N.A., as rights agent (filed as Exhibit 4.1 to Team, Inc.’s Current Report on Form 8-K filed on February 2, 2022, incorporated by reference herein).

4.7 Second Amended and Restated Registration Rights Agreement, dated February 11, 2022, by and between the Company, APSC Holdco II, L.P, Corre Opportunities Qualified Master Fund, LP, Corre Horizon Fund, LP and Corre Horizon II Fund, LP.

(filed as Exhibit 4.1 to Team, Inc.’s Current Report on Form 8-K filed on February 15, 2022, incorporated by reference herein).

4.8 Team, Inc.

Waiver of Anti-Dilution Adjustments and Cash Transaction Exercise, dated February 11, 2022, by and between the Company and APSC Holdco II, L.P.

(filed as Exhibit 4.2 to Team, Inc.’s Current Report on Form 8-K filed on February 15, 2022, incorporated by reference herein)

4.9 Team, Inc.

Waiver of Anti-Dilution Adjustments and Cash Transaction Exercise, dated February 11, 2022, by and between the Company, Corre Opportunities Qualified Master Fund, LP, Corre Horizon Fund, LP and Corre Horizon II Fund, LP.

(filed as Exhibit 4.3 to Team, Inc.’s Current Report on Form 8-K filed on February 15, 2022, incorporated by reference herein)

4.10 Supplemental Indenture, dated as of January 13, 2022, by and between Team, Inc.

and Truist Bank, as trustee (filed as Exhibit 4.1 to Team, Inc.’s Current Report on Form 8-K filed on January 18, 2022, incorporated by reference herein).

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4.11 Form of PIK Security (included in Exhibit 4.10)(filed as Exhibit 4.2 to Team, Inc.’s Current Report on Form 8-K filed on January 18, 2022, incorporated by reference herein).

4.12 Form of Amended & Restated Common Stock Purchase Warrant No.

1 dated November 10, 2021 between the Company and APSC Holdco II, L.P.

(incorporated by reference to Exhibit 4.1 to Team, Inc.’s Current Report on Form 8-K filed November 12, 2021).

10.1† Team, Inc.

2006 Stock Incentive Plan (as Amended and Restated August 1, 2009) (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K filed on September 30, 2009, incorporated by reference herein).

10.2† Form of Team, Inc.

Stock Unit Award Agreement (filed as Exhibit 10.1 to Team , Inc .

’s Current Report on Form 8-K filed on October 17, 2013, incorporated by reference herein).

10.3† Furmanite Corporation 1994 Stock Incentive Plan, Amendment and Restatement effective May 9, 2013 (filed as Exhibit 4.4 to Team, Inc.

’s Registration Statement on Form S-8, File No.

Stock Unit Award Agreement (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K filed on October 17, 2013, incorporated by reference herein).

10.3† Furmanite Corporation 1994 Stock Incentive Plan, Amendment and Restatement effective May 9, 2013 (filed as Exhibit 4.4 to Team, Inc.’s Registration Statement on Form S-8, File No.

333-209871, filed on March 1, 2016, incorporated by reference herein).

10.4† Team, Inc.

2016 Equity Incentive Plan (incorporated herein by reference to Appendix A of Team, Inc.

’s Definitive Proxy on Schedule 14A, as filed with the SEC on April 12, 2016).

2016 Equity Incentive Plan (incorporated herein by reference to Appendix A of Team, Inc.’s Definitive Proxy on Schedule 14A, as filed with the SEC on April 12, 2016).

10.5.1† Team, Inc.

2018 Equity Incentive Plan (filed as Exhibit 4.5 to Team, Inc.

’s Current Report on Form S-8, File No.

2018 Equity Incentive Plan (filed as Exhibit 4.5 to Team, Inc.’s Current Report on Form S-8, File No.

333-225727, filed on June 19, 2018, incorporated by reference herein).

10.5.2† Amendment to Team, Inc.

2018 Equity Incentive Plan (filed as Appendix A of Team, Inc.

’ s Definitive Proxy Statement on Schedule 14A filed on April 11, 2019).

10.6† Form of Stock Unit Agreement (filed as Exhibit 10.2 to Team, Inc.

’ s Current Report on Form 8-K filed on October 17, 2008, incorporated by reference herein).

10.7† Form of Performance-Based Stock Unit Agreement (filed as Exhibit 10.3 to Team , Inc.

’s Current Report on Form 8-K filed on October 17, 2008, incorporated by reference herein).

10.8† Form of Performance Share Award Agreement (filed as Exhibit 10.1 to Team, Inc.

’s Current Report on Form 8-K filed November 4, 2014, incorporated by reference herein).

10.9† Form of Performance Award Agreement (filed as Exhibit 10.14 to Team, Inc.

’s Annual Report on Form 10-K filed on March 16, 2017, incorporated by reference herein).

2018 Equity Incentive Plan (filed as Appendix A of Team, Inc.’s Definitive Proxy Statement on Schedule 14A filed on April 11, 2019).

10.6† Form of Stock Unit Agreement (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K filed on October 17, 2008, incorporated by reference herein).

10.7† Form of Performance-Based Stock Unit Agreement (filed as Exhibit 10.3 to Team, Inc.’s Current Report on Form 8-K filed on October 17, 2008, incorporated by reference herein).

10.8† Form of Performance Share Award Agreement (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K filed November 4, 2014, incorporated by reference herein).

10.9† Form of Performance Award Agreement (filed as Exhibit 10.14 to Team, Inc.’s Annual Report on Form 10-K filed on March 16, 2017, incorporated by reference herein).

10.10† Form of Restricted Stock Unit Award Agreement for the Stock Units awarded under the Team, Inc.

2018 Equity Incentive Plan (filed as Exhibit 10.11 to Team , Inc.

’s Annual Report on Form 10-K filed on March 19, 2019, incorporated by reference herein).

2018 Equity Incentive Plan (filed as Exhibit 10.11 to Team, Inc.’s Annual Report on Form 10-K filed on March 19, 2019, incorporated by reference herein).

10.11† Form of Performance Unit Award Agreement for the Performance Units Awarded under the Team, Inc.

2018 Equity Incentive Plan (filed as Exhibit 10.12 to Team, Inc.

’s Annual Report on Form 10-K filed on March 19, 2019, incorporated by reference herein).

2018 Equity Incentive Plan (filed as Exhibit 10.12 to Team, Inc.’s Annual Report on Form 10-K filed on March 19, 2019, incorporated by reference herein).

10.12 Purchase Agreement, dated July 25, 2017, by and between Team, Inc.

and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P.

Morgan Securities LLC, as representatives of the several initial purchasers named in Schedule 1 thereto, relating to Team, Inc.

’s 5.00% Convertible Senior Notes Due 2023 (filed as Exhibit 10.1 to Team, Inc.

’s Current Report on Form 8-K filed on July 31, 2017, incorporated by reference herein).

Morgan Securities LLC, as representatives of the several initial purchasers named in Schedule 1 thereto, relating to Team, Inc.’s 5.00% Convertible Senior Notes Due 2023 (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K filed on July 31, 2017, incorporated by reference herein).

10.13† Letter Agreement Regarding Retention Benefits, dated September 18,2017, by and between Team, Inc.

and Jeffrey L.

Ott, (incorporated by reference herein Exhibit 10.4 to the Team , Inc.

’s Current Report on Form 8-K, filed on September 19, 2017).

Ott, (incorporated by reference herein Exhibit 10.4 to the Team, Inc.’s Current Report on Form 8-K, filed on September 19, 2017).

10.14† Offer Letter, dated January 15, 2018, by and between Team, Inc.

and Amerino Gatti (filed as Exhibit 10.1 to Team, Inc.

’s Current Report on Form 8-K filed on January 16, 2018, incorporated by reference herein).

and Amerino Gatti (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K filed on January 16, 2018, incorporated by reference herein).

10.15† Form of Performance Unit Award Agreement by and between Team, Inc.

and Amerino Gatti (filed as Exhibit 10.2 to Team , Inc.

’s Current Report on Form 8-K filed on January 16, 2018, incorporated by reference herein).

and Amerino Gatti (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K filed on January 16, 2018, incorporated by reference herein).

10.16 Settlement Agreement, dated February 8, 2018, by and among Team, Inc.

and Engine Capital, L.P.

(together with the entities listed on the signature page thereto), (filed as Exhibit 10.1 to Team, Inc.

’s Current Report on Form 8-K filed on February 9, 2018, incorporated by reference herein).

(together with the entities listed on the signature page thereto), (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K filed on February 9, 2018, incorporated by reference herein).

10.17 Confidentiality Agreement, dated July 2, 2018, by and among Team, Inc.

and Engine Capital.

(together with the entities listed on the signature page thereto, (filed as Exhibit 10.1 to Team , Inc.

’s Current Report on Form 8-K filed on July 6, 2018, incorporated by reference herein).

10.18† Form of Indemnification Agreement (filed as Exhibit 10.2 to Team, Inc.

’s Current Report on Form 8-K filed on February 9, 2018, incorporated by reference herein).

(together with the entities listed on the signature page thereto, (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K filed on July 6, 2018, incorporated by reference herein).

10.18† Form of Indemnification Agreement (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K filed on February 9, 2018, incorporated by reference herein).

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10.19† Offer Letter, dated July 1, 2018, by and between TEAM, Inc.

and Grant Roscoe (filed as Exhibit 10.1 to Team, Inc.

’s Current Report on Form 8-K/A filed on July 11, 2018, incorporated by reference herein).

and Grant Roscoe (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K/A filed on July 11, 2018, incorporated by reference herein).

10.20† Offer Letter dated November 26, 2018, by and between Team, Inc.

Ball (filed as Exhibit 10.1 to Tea m, Inc.

’s Current Report on Form 8-K filed on November 28, 2018, incorporated by reference herein).

Ball (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K filed on November 28, 2018, incorporated by reference herein).

10.21† Transition, Severance, and Release Agreement dated November 26, 2018, by and between Team, Inc.

Boane (filed as Exhibit 10.2 to Team, Inc.

’s Current Report on Form 8-K filed on November 28, 2018, incorporated by reference herein).

Boane (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K filed on November 28, 2018, incorporated by reference herein).

10.22 Credit Agreement, dated as of December 18, 2020, among Team, Inc., as Borrower, the lenders from time to time party thereto, Citibank, N.A., as Agent Joint Lead Arranger and Joint Bookrunner, Bank of America, N.A., as Joint Lead Arranger and Joint Bookrunner, Wells Fargo Bank, National Association, as Co-Syndications Agent and Regions Bank as Co-Syndication Agent (filed as Exhibit 4.2 to Team, Inc.’s Current Report on Form 8-K filed on December 21, 2020, incorporated herein by reference).

1 unchanged sentence

10.24† Severance Agreement and Release (with Agreement of Non-Solicitation and Non-Competition) between Team, Inc.

and Grant Roscoe dated as of January 12 , 2021.

and Grant Roscoe dated as of January 12, 2021 (filed as Exhibit 10.24 to Team Inc.'s Current Report on Form 10-K filed March 12, 2021, incorporated by reference herein).

10.25 Credit Agreement, dated as of February 11, 2022, among Team, Inc., as Borrower, the lenders from time to time party thereto, and Eclipse Business Capital, LLC, as Agent (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K filed on February 15, 2022, incorporated by reference herein)

10.26 Amendment No.

5 to Subordinated Term Loan Credit Agreement, dated February 11, 2022, by and among the Company, the lenders party thereto, and Cantor Fitzgerald Securities, as Agent (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K filed on February 15, 2022, incorporated by reference herein)

10.27 Amendment No.

6 to Term Loan Credit Agreement, dated February 11, 2022, among Team, Inc., as Borrower, the financial institutions party thereto and Atlantic Park Strategic Capital Fund, L.P., as Agent (filed as Exhibit 10.3 to Team, Inc.’s Current Report on Form 8-K filed on February 15, 2022, incorporated by reference herein)

10.28 Subscription Agreement, dated February 11, 2022, by and between the Company, Corre Opportunities Qualified Master Fund, LP, Corre Horizon Fund, LP and Corre Horizon II Fund, LP (filed as Exhibit 10.4 to Team, Inc.’s Current Report on Form 8-K filed on February 15, 2022, incorporated by reference herein)

10.29 Amendment No.

1 to Subordinated Term Loan Agreement, dated November 30, 2021, by and among the lenders party thereto, and Corre Credit Fund, LLC, as Agent (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K filed on December 6, 2021, incorporated by reference herein)

10.30 Amendment No.

4 to Term Loan Credit Agreement, dated December 2, 2021, among Team, Inc., as Borrower, the financial institutions party thereto and Atlantic Park Strategic Capital Fund, L.P., as Agent (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K filed on December 6, 2021, incorporated by reference herein)

10.31 Subordinated Term Loan Agreement dated November 9, 2021, by and among the lenders from time to time party thereto, and Corre Credit Fund, LLC, as agent (incorporated by reference to Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K filed November 12, 2021).

10.32 Amendment No.

3 to Credit Agreement, dated December 18, 2020, among Team, Inc., as Borrower, the financial institutions party thereto from time to time and Atlantic Park Strategic Capital Fund, L.P., as Agent (incorporated by reference to Exhibit 10.2 Team, Inc.’s Current Report on Form 8-K filed November 12, 2021).

10.33 Amendment No.

2 to Credit Agreement, dated December 18, 2020, among Team, Inc., as Borrower, the financial institutions party thereto from time to time and Atlantic Park Strategic Capital Fund, L.P., as Agent (incorporated by reference to Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K filed November 5, 2021)

21 Subsidiaries of the Team, Inc.

3 unchanged sentences

31.3 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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32.1 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

10 unchanged sentences

FORM 10-K SUMMARY

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized March 16, 2022.

9 unchanged sentences

(Amerino Gatti)

/ S / S USAN M.

Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) March 11, 2021

/ S / J EFFERY G.

Director March 11, 2021

/ S / B RIAN K.

Director March 11, 2021

/ S / S YLVIA J.

/ S / M ATTHEW E.

Interim Chief Financial Officer (Principal Financial Officer) March 16, 2022

/ S / M ATTHEW E .

Vice President and Chief Accounting Officer (Principal Accounting Officer) March 16, 2022

M ICHAEL A NDERSON

Director March 16, 2022

/ S / M ICHAEL A.

Michael Anderson)

/ S / M ICHAEL J.

Director March 16, 2022

/ S / C RAIG L.

/ S / J EFFERY G.

Director March 16, 2022

/ S / R OBERT S KAGGS J R .

/ S / A NTHONY R.

Director March 16, 2022

(Robert Skaggs Jr.)

/S/ L OUIS A.

(Anthony Horton)

/ S / S YLVIA J.

Lead Director March 16, 2022

/ S / E VAN S.

Director March 16, 2022

/ S / G ARY G.

/ S / T ED S TENGER

Director March 16, 2022

(Ted Stenger)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures