Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. 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. This evaluation included consideration of the various processes carried out under the direction of our disclosure committee in an effort to ensure that information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified by the SEC. This evaluation also considered the work completed related to our compliance with Section 404 of the Sarbanes-Oxley Act of 2002. Based on this evaluation, our CEO and CFO have concluded that, as of December 31, 2021, our disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”).
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate over time.
We have used the framework set forth in the report entitled Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) to evaluate the effectiveness of our internal control over financial reporting. As a result of this evaluation, Management has concluded that our internal control over financial reporting was effective as of December 31, 2021.
KPMG LLP, our independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting which is set forth in this Annual Report on Form 10-K.
Changes in internal control over financial reporting. 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.
ITEM 9B. OTHER INFORMATION
NONE
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PART III
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. The information required by Part III will be included in that proxy statement and such information is hereby incorporated by reference, with the exception of the information under the headings “Compensation Committee Report” and “Audit Committee Report.”
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1) Consolidated Financial Statements filed as part of this report are listed in the Financial Table of Contents included in this report and incorporated by reference in this report in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Consolidated Financial Statements and Supplementary Data.”
2) All schedules for which provision is made in the applicable accounting regulations of the SEC are listed in this report in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data.”
3) See exhibits listed under Part (b) below.
(b) Exhibits
Exhibit
Number
Description
3.1 Amended and Restated Certificate of Incorporation of Team, Inc. (filed as Exhibit 3.1 to Team, Inc.'s Current Report on Form 8-K filed on December 2, 2011, incorporated by reference herein).
3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Team, Inc., dated October 24, 2013 (filed as Exhibit 3.1 to Team, Inc.’s Current Report on Form 8-K filed on October 25, 2013, incorporated by reference herein).
3.3 Amended and Restated Bylaws of Team, Inc. (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
4.2 Certificate representing shares of common stock of Company (filed as Exhibit 4(1) to Team, Inc.’s Registration Statement on Form S-1, File No. 2-68928, incorporated by reference herein).
4.3 Indenture, dated July 31, 2017, by and between Team, Inc. and Branch Banking and Trust Company, as trustee, relating to Team, Inc.’s 5.00% Convertible Senior Notes Due 2023 (filed as Exhibit 4.1 to Team, Inc.’s Current Report on Form 8-K filed on July 31, 2017, incorporated by reference herein).
4.4 Form of Common Stock Purchase Warrant No. 1 dated December 18, 2020, between Team, Inc. and APSC Holdco II, L.P. (filed as Exhibit 4.1 to Team, Inc.’s Current Report on From 8-K filed on December 21, 2020, incorporated by reference herein).
4.5 Registration Rights and Lock-Up Agreement, dated December 18, 2020, by and between Team, Inc. and APSC Holdco II, L.P. (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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Exhibit
Number
Description
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. 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).
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. 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).
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).
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).
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).
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).
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).
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).
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).
10.17 Confidentiality Agreement, dated July 2, 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 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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Exhibit
Number
Description
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).
10.20† Offer Letter dated November 26, 2018, by and between Team, Inc. and Susan M. 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. and Greg L. 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).
10.23 Team Loan Credit Agreement, dated as of December 18, 2020, among Team, Inc., as Borrower, thelenders from time to time party thereto, and Atlantic Park Strategic Capital Fund, L.P., as 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)
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 (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.
23.1 Consent of Independent Registered Public Accounting Firm—KPMG LLP.
31.1 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Exhibit
Number
Description
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.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Management contract or compensation plan or arrangement.
*Certain schedules and similar attachments have been omitted in reliance on Item 601(a)(5) of Regulation S-K. Team, Inc. will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the SEC or its staff upon request.
Note: Unless otherwise indicated, documents incorporated by reference are located under SEC file number 001-08604.
ITEM 16. FORM 10-K SUMMARY
NONE
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SIGNATURES
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.
T EAM , I NC .
/S/ A MERINO G ATTI
Amerino Gatti
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated.
/S/ A MERINO G ATTI
Chief Executive Officer (Principal Executive Officer); Chairman of the Board March 16, 2022
(Amerino Gatti)
/ S / M ATTHEW E. K VARDA
Interim Chief Financial Officer (Principal Financial Officer) March 16, 2022
(Matthew E. Kvarda)
/ S / M ATTHEW E . A COSTA
Vice President and Chief Accounting Officer (Principal Accounting Officer) March 16, 2022
(Matthew E. Acosta)
/ S / J. M ICHAEL A NDERSON
Director March 16, 2022
(J. Michael Anderson)
/ S / M ICHAEL J. C ALIEL
Director March 16, 2022
(Michael J. Caliel)
/ S / J EFFERY G. D AVIS
Director March 16, 2022
(Jeffery G. Davis)
/ S / A NTHONY R. H ORTON
Director March 16, 2022
(Anthony Horton)
/ S / S YLVIA J. K ERRIGAN
Lead Director March 16, 2022
(Sylvia J. Kerrigan)
/ S / E VAN S. L EDERMAN
Director March 16, 2022
(Evan. S. Lederman)
/ S / T ED S TENGER
Director March 16, 2022
(Ted Stenger)
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