What changed in this filing

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Item 1. Business

2025-03-19 compared with 2024-03-07 · 59 added, 60 removed, 150 unchanged (44% of the section changed)

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Introduction.

Unless otherwise indicated, the terms “Team,” “we,” “our” and “us” 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.

Unless otherwise indicated, the terms “Team,” “the Company,” “we,” “our” and “us” 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 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 are a global, leading provider of specialty industrial services offering customers access to a full suite of conventional, specialized, and proprietary mechanical, heat-treating, and inspection services.

We conduct operations in two segments:

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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:

and mechanical services to repair, rerate or replace based upon the customer’s election.

In addition, we are capable of escalating with the customer’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 customer 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 (on-stream), 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.

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 and other industries 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.

MS provides solutions designed to serve customers’ 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;

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hot tapping and line stopping;

and on-line valve insertion solutions, which are delivered while assets are in an operational condition, which maximizes client production time.

and online valve insertion solutions, which are delivered while assets are in an operational condition, which maximizes customer 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.

Our specialty maintenance, turnaround and outage services are designed to minimize customer downtime and are primarily delivered while assets are off-line, 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;

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

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

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

• Aerospace and Defense.

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Heat treating services are generally associated with turnaround, project and new construction activities.

These core IHT services are as follows:

Core IHT services are as follows:

• Non-Destructive Evaluation and Testing Services.

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Mechanical Services Segment:

MS provides onstream services engineered to keep client assets on-line and producing, and specialty maintenance, turnaround and outage services, which are performed while assets are off-line, and are designed to reduce client downtime.

These core MS services listed below are delivered in on-call, project-managed, and full-time nested capacities.

MS provides onstream services engineered to keep customer assets on-line and producing, and specialty maintenance, turnaround and outage services, which are performed while assets are off-line, and are designed to reduce customer downtime.

Core MS services listed below are delivered in on-call, project-managed, and full-time nested capacities.

• Leak Repair Services.

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• Valve Management Solutions.

Marketing, Clients and Competition

Marketing, Customers and Competition

Our industrial services are marketed principally by personnel based at our service locations.

We believe that these service locations are situated to facilitate timely responses to client needs with on-call expertise, which is an important feature of selling and providing our services.

The capacity and capability scope of our discrete and integrated services also allows us to benefit from the procurement trends of many of our clients who are seeking to reduce the number of contractors and vendors in their facilities, as well as to outsource more of such services.

No single client accounted for 10% or more of consolidated revenues during the years ended December 31, 2023 and 2022, respectively.

We believe that these service locations are situated to facilitate timely responses to customer needs with on-call expertise, which is an important feature of selling and providing our services.

The capacity and capability scope of our discrete and integrated services also allows us to benefit from the procurement trends of many of our customers who are seeking to reduce the number of contractors and vendors

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Generally, clients are billed on a time and materials basis, although some work may be performed pursuant to a fixed-price bid.

Services are usually performed pursuant to purchase orders issued under written client agreements.

in their facilities, as well as to outsource more of such services.

No single customer accounted for 10% or more of consolidated revenues during the years ended December 31, 2024 and 2023, respectively.

Generally, customers are billed on a time and materials basis, although some work may be performed pursuant to a fixed-price bid.

Services are usually performed pursuant to purchase orders issued under written customer agreements.

While most purchase orders provide for the performance of a single job, some provide for services to be performed on a run-and-maintain basis.

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From time to time, we are also subject to a wide range of reporting requirements, certifications and compliance as prescribed by various federal and state governmental agencies that include, but are not limited to, the EPA, the Nuclear Regulatory Commission, OSHA, the Department of Transportation and the Federal Aviation Administration.

Also, many states where we operate regulate health, safety and environmental activities, such as California OSHA and Texas Commission on Environmental Quality.

Also, many states where we operate regulate health, safety and environmental activities, such as California OSHA and the Texas Commission on Environmental Quality.

Expenditures relating to such regulations are made in the normal course of our business and are neither material nor place us at any competitive disadvantage.

We do not currently expect that compliance with such laws and regulations will require us to make material expenditures.

From time to time, during the operation of our environmental consulting and engineering services, the assets of which were sold in 1996, we handled small quantities of certain hazardous wastes or other substances generated by our clients.

Under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (the “Superfund Act”), the EPA is authorized to take administrative and judicial action to either cause parties who are responsible under the Superfund Act for cleaning up any unauthorized release of hazardous substances to do so, or to clean up such hazardous substances and to seek reimbursement of the costs thereof from the responsible parties, who are jointly and severally liable for such costs under the Superfund Act.

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Human Capital

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Due to the seasonal nature of our business, our employee headcount varies during the year.

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Human capital management, combined with our core values and talent management initiatives, is a key driver of our employee retention program.

We invest in our talent by providing our employees with targeted training, mentoring and career

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development opportunities, all of which enable us to hire and retain skilled, high-performing employees.

We invest in our talent by providing our employees with targeted training, mentoring and career development opportunities, all of which enable us to hire and retain skilled, high-performing employees.

We work to prioritize our safety-first culture and our diversity and inclusion initiatives, and we seek to retain employees through our employee engagement efforts and our competitive compensation and benefits packages.

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Our core values anchor every aspect of our business in a set of commonly held beliefs and commitments.

They represent what we stand for, the values our employees embody, what our clients can expect in the delivery of our services and what our services and products contribute to the market.

They represent what we stand for, the values our employees embody, what our customers can expect in the delivery of our services and what our services and products contribute to the market.

These statements are deeply ingrained in our culture, guiding employee behavior and our decisions and actions.

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• Innovation – Supporting continuous growth and improvement;

• Pride and Respect – For our clients, for each other and for all of our stakeholders;

• Pride and Respect – For our customers, for each other and for all of our stakeholders;

• Teamwork – Global teamwork and collaboration.

Diversity and inclusion

We believe that a diverse and engaged workforce is critical to our success, and we work hard to create an environment where our employees feel valued, engaged and inspired to do their best work.

We believe that a diverse, inclusive and engaged workforce is critical to our success, and we work hard to create an environment where our employees feel valued, engaged and inspired to do their best work.

We are proud that a diverse group of people from a variety of backgrounds, religions, nationalities, gender identity, sexual orientations and races make up our team.

It continues to be our goal to knock down barriers and eliminate bias wherever it exists through strategic employee-engaged initiatives.

It continues to be our goal to create an inclusive environment and eliminate bias wherever it exists through strategic employee-engaged initiatives.

We are an Equal Employment Opportunity employer and it is our policy to provide equal employment opportunities to all qualified persons.

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1 Global workforce includes technicians.

We have developed diversity focused strategies through internal initiatives and collaboration with the career centers at the universities where we recruit.

We recruit diverse candidate populations through targeted outreach efforts and collaborations with the Society of Women Engineers (“SWE”), Society of Hispanic Engineering’s (“SHPE”) and National Society of Black Engineers (“NSBE”) programs, as well as recruiting at Historically Black Colleges and Universities.

As part of our university recruiting efforts, we have developed diversity focused strategies through collaboration with the career centers at the universities where we recruit.

We seek to recruit the most qualified candidates, including by recruiting from a broad range of places.

Health, safety and training

We have “12 Life Saving Rules” across our organization to further enhance our safety focused culture.

The 12 Life Saving Rules are clear and simple rules designed to address those activities that put our employees at the greatest risk.

The rules include both encouraged behaviors as well as discouraged behaviors.

All our employees receive online training on the rules and must acknowledge that they have read them.

The rules are posted internally, communicated throughout our organization through our safety bulletins, and are printed in multiple languages.

In 2022 we enhanced our 12 Life Saving Rules by establishing our 5 Hand Safety Rules.

These rules are specific to those high hazard tasks where the opportunity for hand injury is most prevalent.

These rules remind our work force about hand placement, proper guarding, and when to get assistance.

The 12 Life Saving Rules (the “LSRs”) are clear and simple rules designed to address those activities that potentially place Team employees at risk.

The LSRs include six behaviors that are always enforced and six behaviors that are never allowed.

All Team employees complete online training covering all of the LSRs and expectations and must acknowledge that they have read them.

The rules are posted internally, communicated throughout our organization through safety bulletins, and are printed in multiple languages.

In 2022 Team established our Hand Safety Rules.

The intent of the Hand Safety Rules is to define the specific high hazard tasks where the potential for hand injuries is most common.

The Hand Safety Rules focus on types of hand hazards, hand placement, equipment guarding, and when to stop the job and reassess potential hazards.

We have several online training and distance learning classes as part of our curriculum to help meet the needs of a rapidly changing workplace environment.

These are administered and tracked globally though our Learning Management System.

We also offer STAMP, Team’s “Stress and Anxiety Management Program” that includes several tools and resources to help employees effectively manage stress and prevent depression and other mental illnesses.

This program serves as Team’s Mental Health and Wellness Program where we offer monthly sessions covering various mental health topics such as mindfulness, Post Traumatic Stress Disorder and resiliency.

We coordinate this program with our Employee Assistance Program that offers mental health and depression benefits for our employees and their families.

This program has received much praise and support from our employees, their families and our clients.

In addition, Team Stress and Anxiety Management Program (“STAMP”) provides several tools and resources to help employees effectively manage stress and prevent depression and other mental illnesses.

STAMP provides informative live sessions

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covering various mental health topics such as mindfulness, post-traumatic stress disorder (PTSD) and resiliency.

We coordinate this program with our Employee Assistance Program that offers mental health and depression benefits for our employees and their families.

STAMP has received much praise and support from our employees, their families and our customers.

We recognize the importance of providing training to continually support career growth and development.

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We held employee celebrations across the globe, commemorated the milestone with a signature gift for all employees and presented a 50th anniversary video showcasing our employees and highlighting some of Team’s most significant accomplishments over the years.

Additionally in 2023, we continued our focus on regular communications with our employees.

We hosted global town hall meetings throughout the year and introduced the monthly CEO Connection newsletter.

Additionally in 2024, we continued our focus on regular communications with our employees, which included global town hall meetings and the monthly CEO Connection newsletters.

Wages and benefits

Across the globe, we strive to provide our employees with competitive wages, salaries and benefits based upon employee skills, experience and job levels.

Additionally, we provide employees with a comprehensive set of benefits, including health and welfare benefits, wellness benefits, employee assistance plans, defined contribution and defined benefit retirement benefits, paid time off, educational support and a variety of other ancillary employee benefits.

Additionally, we provide employees with a comprehensive set of benefits, including health and welfare benefits, wellness benefits, employee assistance plans, defined contribution and defined benefit retirement benefits (United Kingdom employees only), paid time off, educational support and a variety of other ancillary employee benefits.

Environmental, social and governance

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We strive to promote and support business practices that are environmentally sustainable, socially conscious, and aligned with strong corporate governance practices.

Our highest value is the health and safety of our employees, clients, community and other contractors.

We are committed to conducting our business in a manner that protects the environment and the health and safety of our employees, our clients, our suppliers and contractors and the general public.

We are committed to conducting our business in a manner that protects the environment and the health and safety of our employees, our customers, our suppliers and contractors and the general public.

We provide training to support career growth opportunities for our diverse team of employees and actively contribute to the local communities in which we operate.

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To meet this commitment, we maintain management systems designed to ensure compliance with all applicable laws, regulations and internal requirements, as well as to facilitate the continuous improvement of our processes, products, and personnel.

Many of our services, including our inspection, emissions monitoring and leak repair services, are crucial in assisting our clients to identify, assess and reduce their carbon and greenhouse gas emissions.

We provide inspection, condition assessment, maintenance and repair services and support our clients’ diversification efforts into sources of renewable energy.

We work closely with our clients across the world to assist them in meeting their environmental sustainability goals.

Many of our services, including our inspection, emissions monitoring and leak repair services, are crucial in assisting our customers to identify, assess and reduce their carbon and greenhouse gas emissions.

We provide inspection, condition assessment, maintenance and repair services and support our customers’ diversification efforts into sources of renewable energy.

We work closely with our customers across the world to assist them in meeting their environmental sustainability goals.

We sponsor and support numerous charitable organizations and encourage our employees to donate their time and financial support to serving the needs of their communities.

These contributions help to support the work of nonprofit organizations of all sizes, working in areas such as disability services and support, disaster response, and hunger prevention around the globe.

Our Corporate Governance and Nominating Committee has responsibility for maintaining oversight over the development of appropriate environmental, social and corporate governance principles, policies and practices for Team, including our public reporting on corporate responsibility and sustainability.

Our Company management is responsible for the day-to-day operation of ESG matters.

Our Executive Vice President, Administration, Chief Legal Officer & Secretary, who reports directly to our CEO, has general oversight responsibility with respect to matters of sustainability and social responsibility and is the executive sponsor of our ESG Council.

Under its charter, the ESG Council, which is a management committee formed to assist our Executive Vice President, Administration, Chief Legal Officer & Secretary in oversight responsibilities, is responsible for recommending our ESG objectives, monitoring the implementation and performance of our ESG objectives, overseeing the progress made against our social and environmental goals and reporting on our ESG performance.

The Corporate Governance and Nominating Committee receives regular reports from our Executive Vice

Our General Counsel & Secretary, who reports directly to our CEO, has general oversight responsibility with respect to matters of sustainability and social responsibility and is the executive sponsor of our ESG Council.

Under its charter, the ESG Council, which is a management committee formed to assist our General Counsel & Secretary in oversight responsibilities, is responsible for recommending our ESG objectives, monitoring the implementation and performance of our ESG objectives, overseeing the progress made against our social and environmental goals and reporting on our ESG performance.

At the Board level, our Corporate Governance and Nominating Committee has responsibility for maintaining oversight over Team’s corporate governance principles and corporate social responsibility and sustainability matters, including our public reporting on corporate

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President, Administration, Chief Legal Officer & Secretary and ESG Council regarding the considerations and actions taken by us with respect to ESG.

social responsibility and sustainability.

The Corporate Governance and Nominating Committee receives regular updates from our ESG Council regarding the considerations and actions taken by us with respect to ESG.

APSC Board Rights

On November 1, 2022, we entered into the Board Rights Agreement (the “APSC Board Rights Agreement”) with Atlantic Park Strategic Capital Fund, L.P.

(“APSC”), pursuant to which APSC, acting as investor representative on behalf of itself and its affiliates that beneficially own our common stock (such affiliates, together with APSC, the “APSC Investors”), may, subject to common stock ownership thresholds and other terms provided in the APSC Board Rights Agreement, designate an individual to serve as a non-voting observer at all meetings of our Board of Directors (the “Board”) and nominate an individual designated by APSC to serve on the Board (the “APSC Investor Director”).

(“APSC”), pursuant to which APSC, acting as investor representative on behalf of itself and its affiliates (together with APSC, the “APSC Investors”) that beneficially own our common stock (inclusive of the APSC Warrants), may, subject to common stock ownership thresholds and other terms provided in the APSC Board Rights Agreement, designate an individual to serve as a non-voting observer at all meetings of our Board of Directors (the “Board”) and nominate an individual designated by APSC to serve on the Board (the “APSC Investor Director”).

The right to nominate the APSC Investor Director is subject to certain qualification requirements and the discretion of our Corporate Governance and Nominating Committee under limited circumstances.

The APSC Investors’ rights under the APSC Board Rights Agreement are a continuation of existing rights under that certain term loan credit agreement dated December 18, 2020 (the “Term Loan Credit Agreement”) and that certain commitment letter (the “Commitment Letter”), dated as of November 9, 2021, by and among us, Corre Partners Management, LLC (“Corre”) and APSC in the event obligations under the Term Loan Credit Agreement cease to be outstanding.

The APSC Investors are not permitted to designate, in the aggregate, more than one non-voting board observer and more than one APSC Investor Director under the APSC Board Rights Agreement, the Term Loan Credit Agreement and the Commitment Letter, provided that the APSC Board Rights Agreement does not otherwise limit or impair any rights under the Commitment Letter and the Term Loan Credit Agreement.

The APSC Investors’ rights under the APSC Board Rights Agreement are a continuation of existing rights under a prior term loan credit agreement dated December 18, 2020 and a prior commitment letter dated as of November 9, 2021 (the “2021 Commitment Letter”) by and among us, APSC and Corre Partners Management, LLC (“Corre”).

In the event of the resignation, death or removal (for cause or otherwise) of the APSC Investor Director from the Board, APSC, acting on behalf of the APSC Investors, will have the right, but not the obligation, to designate a successor APSC Investor Director to the Board to fill the resulting vacancy on the Board (and any applicable committee thereof), subject to certain qualification requirements specified in the APSC Board Rights Agreement.

Corre Board Rights

Corre was previously granted certain board nomination and observer rights pursuant to the 2021 Commitment Letter and a prior credit agreement dated November 9, 2021.

On June 16, 2023, in connection with, and effective upon, the consummation of the transactions contemplated by the A&R Term Loan Credit Agreement and ABL Amendment No.

3 (as defined below), we, Corre and the other parties thereto, entered into the Board Rights Agreement (the “Corre Board Rights Agreement”), pursuant to which Corre, acting on behalf of itself and its affiliates that beneficially own our common stock (such affiliates, together with Corre, the “Corre Investors”), may, subject to common stock ownership thresholds and/or indebtedness and commitment thresholds and other terms provided in the Corre Board Rights Agreement, designate an individual to serve as a non-voting observer at all meetings of the Board, nominate one individual to serve as Chairman of the Board (the “Chairperson”), and nominate two additional individuals to serve on the Board (such individuals, together with the Chairperson, the “Corre Investor Directors”).

3 (as defined below), we, Corre and the other parties thereto, entered into a new Board Rights Agreement (the “Corre Board Rights Agreement”), pursuant to which Corre, acting on behalf of itself and its affiliates (together with Corre, the “Corre Investors”) that beneficially own our common stock (inclusive of the Corre Warrants), may, subject to common stock ownership thresholds and/or indebtedness and commitment thresholds and other terms provided in the Corre Board Rights Agreement, designate an individual to serve as a non-voting observer at all meetings of the Board, nominate one individual to serve as Chairman of the Board (the “Chairperson”), and nominate two additional individuals to serve on the Board (such individuals, together with the Chairperson, the “Corre Investor Directors”).

The right to nominate the Corre Investor Directors is subject to certain qualification requirements and the discretion of our Corporate Governance and Nominating Committee under limited circumstances.

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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 1. Business