Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 10, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TISI | ||
Entity Registrant Name | TEAM INC | ||
Entity Central Index Key | 318,833 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 29,800,837 | ||
Entity Public Float | $ 627 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 46,216 | $ 44,825 |
Restricted cash | 0 | 5,000 |
Receivables, net of allowance of $7,835 and $3,548 | 262,773 | 214,324 |
Inventory | 49,571 | 27,936 |
Income tax receivable | 512 | 3,893 |
Deferred income taxes | 16,521 | 6,917 |
Prepaid expenses and other current assets | 25,764 | 11,664 |
Total current assets | 401,357 | 314,559 |
Property, plant and equipment, net | 203,130 | 124,983 |
Intangible assets, net of accumulated amortization of $37,309 and $21,161 | 176,104 | 99,119 |
Goodwill | 355,786 | 256,654 |
Other assets, net | 4,826 | 2,421 |
Deferred income taxes | 6,215 | 1,255 |
Total assets | 1,147,418 | 798,991 |
Current liabilities: | ||
Current-portion of long term debt | 20,000 | 20,000 |
Accounts payable | 47,817 | 22,364 |
Other accrued liabilities | 79,904 | 49,796 |
Total current liabilities | 147,721 | 92,160 |
Deferred income taxes | 93,318 | 17,302 |
Long-term debt | 346,911 | 351,383 |
Defined benefit pension liability | 21,239 | 0 |
Other long-term liabilities | 2,592 | 0 |
Total liabilities | 611,781 | 460,845 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, 500,000 shares authorized, none issued | 0 | 0 |
Common stock, par value $0.30 per share, 60,000,000 shares authorized; 29,784,734 and 21,836,694 shares issued | 8,934 | 6,552 |
Additional paid-in capital | 336,756 | 120,126 |
Retained earnings | 218,947 | 250,980 |
Accumulated other comprehensive loss | (29,000) | (18,374) |
Treasury stock at cost, 0 and 546,977 shares | 0 | (21,138) |
Total equity | 535,637 | 338,146 |
Total liabilities and equity | $ 1,147,418 | $ 798,991 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Receivables, allowance | $ 7,835 | $ 3,548 |
Intangible assets, accumulated amortization | $ 37,309 | $ 21,161 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value, in USD per share | $ 0.30 | $ 0.30 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 29,784,734 | 21,836,694 |
Treasury stock at cost, shares | 0 | 546,977 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | May 31, 2015 | May 31, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 571,718 | $ 1,196,696 | $ 842,047 | $ 749,527 |
Operating expenses | 409,391 | 868,144 | 584,054 | 527,611 |
Gross margin | 162,327 | 328,552 | 257,993 | 221,916 |
Selling, general and administrative expenses | 142,643 | 323,973 | 189,528 | 171,455 |
Exit costs and other related charges | 0 | 5,513 | 0 | 0 |
Loss (gain) on revaluation of contingent consideration | 522 | 2,184 | 0 | (2,138) |
Earnings from unconsolidated affiliates | 0 | 0 | 0 | 822 |
Operating income (loss) | 19,162 | (3,118) | 68,465 | 53,421 |
Interest expense, net | 4,898 | 12,667 | 2,489 | 2,851 |
Loss on investment in Venezuela | 0 | 0 | 1,177 | 0 |
Foreign currency (gain) loss | 813 | (93) | 1,509 | 4,185 |
Other expense (income), net | 0 | (34) | 0 | 0 |
Earnings (loss) from continuing operations before income taxes | 13,451 | (15,658) | 63,290 | 46,385 |
Less: Provision (benefit) for income taxes (see Note 8) | 4,573 | (3,093) | 22,793 | 16,236 |
Income (loss) from continuing operations | 8,878 | (12,565) | 40,497 | 30,149 |
Loss from discontinued operations, net of income tax | 0 | (111) | 0 | 0 |
Net income (loss) | 8,878 | (12,676) | 40,497 | 30,149 |
Less: Income attributable to noncontrolling interest | 0 | 0 | 427 | 294 |
Net income (loss) available to Team shareholders | $ 8,878 | $ (12,676) | $ 40,070 | $ 29,855 |
Basic earnings (loss) per share: | ||||
Basic earnings from continuing operations per share (in USD per share) | $ 0.43 | $ (0.45) | $ 1.95 | $ 1.46 |
Basic earnings from discontinued operations per share (in USD per share) | 0 | 0 | 0 | 0 |
Net income (loss) per share: Basic (in USD per share) | 0.43 | (0.45) | 1.95 | 1.46 |
Diluted earnings (loss) per share: | ||||
Diluted earnings from continuing operations per share (in USD per share) | 0.41 | (0.45) | 1.85 | 1.40 |
Diluted earnings from discontinued operations per share (in USD per share) | 0 | 0 | 0 | 0 |
Net income (loss) per share: Diluted (in USD per share) | $ 0.41 | $ (0.45) | $ 1.85 | $ 1.40 |
Amounts attributable to Team shareholders: | ||||
Income (loss) from continuing operations, net of income tax | $ 8,878 | $ (12,565) | $ 40,070 | $ 29,855 |
Loss from discontinued operations, net of income tax | 0 | (111) | 0 | 0 |
Net income (loss) available to Team shareholders | $ 8,878 | $ (12,676) | $ 40,070 | $ 29,855 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | May 31, 2015 | May 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 8,878 | $ (12,676) | $ 40,497 | $ 30,149 |
Foreign currency translation adjustment | (7,228) | (3,849) | (15,822) | (1,613) |
Foreign currency hedge | 101 | 481 | 3,237 | (775) |
Net actuarial loss on defined benefit pension plans | 0 | (10,518) | 0 | 0 |
Tax benefit attributable to other comprehensive loss | 2,291 | 3,260 | 1,655 | 1,498 |
Total comprehensive income (loss) | 4,042 | (23,302) | 29,567 | 29,259 |
Less: Total comprehensive income attributable to noncontrolling interest | 0 | 0 | 356 | 294 |
Total comprehensive income (loss) available to Team shareholders | $ 4,042 | $ (23,302) | $ 29,211 | $ 28,965 |
Consolidated Statements Of Shar
Consolidated Statements Of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid in Capital | Noncontrolling Interest | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at May. 31, 2013 | 20,588,000 | (90,000) | |||||
Beginning balance at May. 31, 2013 | $ 292,190 | $ 6,176 | $ (1,344) | $ 99,278 | $ 5,384 | $ 184,485 | $ (1,789) |
Net income (loss) | 30,149 | 30,149 | |||||
Foreign currency translation adjustment, net of tax | (400) | (400) | |||||
Foreign currency hedge, net of tax | (490) | (490) | |||||
Comprehensive income attributable to noncontrolling interest | (294) | 294 | (294) | ||||
Non-cash compensation | 4,239 | 4,239 | |||||
Vesting of stock awards (in shares) | 117,000 | ||||||
Vesting of stock awards | (1,710) | $ 34 | (1,744) | ||||
Tax effect of share-based payment arrangements | $ 1,131 | 1,131 | |||||
Exercise of stock options (in shares) | 232,000 | 232,000 | |||||
Exercise of stock options | $ 5,270 | $ 70 | 5,200 | ||||
Purchase of treasury stock (in shares) | (369,000) | ||||||
Purchase of treasury stock | (13,334) | $ (13,334) | |||||
Retirement of treasury stock, in shares | 459,000 | 459,000 | |||||
Retirement of treasury stock | $ (138) | $ 14,678 | (2,232) | (12,308) | |||
Ending balance (in shares) at May. 31, 2014 | 20,478,000 | ||||||
Ending balance at May. 31, 2014 | 317,045 | $ 6,142 | 105,872 | 5,678 | 202,032 | (2,679) | |
Net income (loss) | 40,497 | 40,497 | |||||
Foreign currency translation adjustment, net of tax | (13,263) | (13,263) | |||||
Foreign currency hedge, net of tax | 2,333 | 2,333 | |||||
Comprehensive income attributable to noncontrolling interest | (356) | 356 | (427) | 71 | |||
Non-cash compensation | 4,838 | 4,838 | |||||
Vesting of stock awards (in shares) | 106,000 | ||||||
Vesting of stock awards | (1,775) | $ 33 | (1,808) | ||||
Tax effect of share-based payment arrangements | $ 3,034 | 3,034 | |||||
Exercise of stock options (in shares) | 326,000 | 325,000 | |||||
Exercise of stock options | $ 3,804 | $ 98 | 3,706 | ||||
Purchase of treasury stock | (21,100) | ||||||
Purchase of treasury stock (in shares) | (547,000) | ||||||
Purchase of treasury stock | (21,138) | $ (21,138) | |||||
Ending balance (in shares) at May. 31, 2015 | 20,909,000 | (547,000) | |||||
Ending balance at May. 31, 2015 | 335,375 | $ 6,273 | $ (21,138) | 115,642 | 6,034 | 242,102 | (13,538) |
Net income (loss) | 8,878 | 8,878 | |||||
Foreign currency translation adjustment, net of tax | (4,898) | (4,898) | |||||
Foreign currency hedge, net of tax | 62 | 62 | |||||
Comprehensive income attributable to noncontrolling interest | 0 | ||||||
Purchase of non-controlling interest, shares | 728,000 | ||||||
Purchase of noncontrolling interest | (5,934) | $ 218 | (118) | $ (6,034) | |||
Non-cash compensation | 3,522 | 3,522 | |||||
Vesting of stock awards (in shares) | 89,000 | ||||||
Vesting of stock awards | (1,375) | $ 27 | (1,402) | ||||
Tax effect of share-based payment arrangements | $ 374 | 374 | |||||
Exercise of stock options (in shares) | 109,000 | 111,000 | |||||
Exercise of stock options | $ 2,142 | $ 34 | 2,108 | ||||
Ending balance (in shares) at Dec. 31, 2015 | 21,837,000 | (547,000) | |||||
Ending balance at Dec. 31, 2015 | 338,146 | $ 6,552 | $ (21,138) | 120,126 | 250,980 | (18,374) | |
Net income (loss) | (12,676) | (12,676) | |||||
Foreign currency translation adjustment, net of tax | (2,498) | (2,498) | |||||
Foreign currency hedge, net of tax | 300 | 300 | |||||
Change in defined benefit pension plan net actuarial loss, net of tax | (8,428) | (8,428) | |||||
Comprehensive income attributable to noncontrolling interest | 0 | ||||||
Non-cash compensation | 7,313 | 7,313 | |||||
Vesting of stock awards (in shares) | 142,000 | ||||||
Vesting of stock awards | (1,709) | $ 40 | (1,749) | ||||
Tax effect of share-based payment arrangements | (535) | (535) | |||||
Issuance of common stock in Furmanite acquisition and conversion of Furmanite share-based awards (in shares) | 8,208,000 | ||||||
Issuance of common stock in Furmanite acquisition and conversion of Furmanite share-based awards | $ 211,530 | $ 2,462 | 209,068 | ||||
Exercise of stock options (in shares) | 251,000 | 251,000 | |||||
Exercise of stock options | $ 5,903 | $ 75 | 5,828 | ||||
Issuance of common stock, in shares | 167,931 | 168,000 | |||||
Issuance of common stock | $ 5,934 | $ 50 | 5,884 | ||||
Purchase of treasury stock, in shares | (274,110) | (274,000) | |||||
Purchase of treasury stock | $ (7,593) | $ (7,593) | |||||
Retirement of treasury stock, in shares | 821,087 | 821,000 | 821,000 | ||||
Retirement of treasury stock | $ 0 | $ (245) | $ 28,731 | (9,129) | (19,357) | ||
Other | (50) | (50) | |||||
Ending balance (in shares) at Dec. 31, 2016 | 29,785,000 | 0 | |||||
Ending balance at Dec. 31, 2016 | $ 535,637 | $ 8,934 | $ 0 | $ 336,756 | $ 218,947 | $ (29,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | May 31, 2015 | May 31, 2014 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 8,878 | $ (12,676) | $ 40,497 | $ 30,149 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Earnings from unconsolidated affiliates | 0 | 0 | 0 | (822) |
Depreciation and amortization | 19,426 | 48,673 | 22,787 | 21,468 |
Loss on asset impairment and disposals | 51 | 1,540 | 617 | 78 |
Amortization of deferred loan costs | 256 | 541 | 223 | 223 |
Provision for doubtful accounts | 1,819 | 6,336 | 233 | 2,140 |
Loss on investment in Venezuela | 0 | 0 | 1,177 | 0 |
Foreign currency (gain) loss | 813 | (93) | 1,509 | 4,185 |
Deferred income taxes | 2,411 | (4,236) | (729) | (1,040) |
Loss (gain) on revaluation of contingent consideration | 522 | 2,184 | 0 | (2,138) |
Non-cash compensation cost | 3,469 | 7,313 | 4,838 | 4,239 |
Other, net | 0 | (1,182) | 0 | 0 |
(Increase) decrease, net of the effects of acquisitions: | ||||
Receivables | 15,231 | 16,518 | (43,425) | (8,952) |
Inventory | 372 | 2,119 | (925) | 822 |
Prepaid expenses and other current assets | (111) | (163) | (2,525) | (17) |
Increase (decrease), net of the effects of acquisitions: | ||||
Accounts payable | (13,365) | 8,361 | 10,789 | (295) |
Other accrued liabilities | (14,426) | (2,346) | 9,377 | (1,208) |
Income taxes | (8,085) | 6,675 | (972) | 4,029 |
Net cash provided by operating activities | 17,261 | 79,564 | 43,471 | 52,861 |
Cash flows from investing activities: | ||||
Capital expenditures | (25,802) | (45,812) | (28,769) | (33,016) |
Proceeds from sale of assets | 5,227 | 4,232 | 133 | 357 |
Net proceeds from sale of discontinued operations | 0 | 13,295 | 0 | 0 |
Business acquisitions, net of cash acquired | (262,100) | (48,382) | (3,075) | (10,175) |
Change in restricted cash | (5,000) | 5,000 | 0 | 0 |
Change related to Venezuelan operations | 0 | 0 | (620) | 0 |
Distributions from joint venture | 0 | 0 | 0 | 2,223 |
(Increase) decrease in other assets, net | (105) | 827 | 550 | 2 |
Net cash used in investing activities | (287,780) | (70,840) | (31,781) | (40,609) |
Cash flows from financing activities: | ||||
Net debt borrowings | 103,000 | 15,996 | 8,000 | 0 |
Net (payments) borrowings under term loan | 190,000 | (20,000) | 0 | 0 |
Deferred consideration payments | (2,307) | (694) | (1,000) | (1,000) |
Contingent consideration payments | (230) | (1,816) | (1,000) | 0 |
Purchase of noncontrolling interest | (5,934) | 0 | 0 | 0 |
Debt issuance costs | (1,950) | (801) | 0 | 0 |
Payments related to withholding tax for share-based payment arrangements | (1,375) | (1,709) | (1,775) | (1,710) |
Corporate tax effect from share-based payment arrangements | 374 | (535) | 3,034 | 1,131 |
Exercise of stock options | 2,142 | 5,903 | 3,804 | 5,270 |
Issuance of common stock, net of issuance costs | 0 | 5,243 | 0 | 0 |
Purchase of treasury stock | 0 | (7,593) | (21,138) | (13,334) |
Net cash provided by (used in) financing activities | 283,720 | (6,006) | (10,075) | (9,643) |
Effect of exchange rate changes on cash | (1,587) | (1,327) | (3,060) | (2,154) |
Net increase (decrease) in cash and cash equivalents | 11,614 | 1,391 | (1,445) | 455 |
Cash and cash equivalents at beginning of period | 33,211 | 44,825 | 34,656 | 34,201 |
Cash and cash equivalents at end of period | 44,825 | 46,216 | 33,211 | 34,656 |
Cash paid (refunded) during the year for: | ||||
Interest | 3,907 | 12,207 | 2,028 | 2,728 |
Income taxes | $ 10,252 | $ (2,741) | $ 21,491 | $ 12,111 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES Description of Business. 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. We are a leading provider of standard to specialty industrial services, including inspection, engineering assessment and mechanical repair and remediation required in maintaining high temperature and high pressure piping systems and vessels that are utilized extensively in the refining, petrochemical, power, pipeline and other heavy industries. We conduct operations in three segments: TeamQualspec Group (“TeamQualspec”) (formerly the Inspection and Heat Treating Services Group), TeamFurmanite Group (“TeamFurmanite”) (formerly the Mechanical Services Group) and Quest Integrity (“Quest Integrity”). Through the capabilities and resources in these three segments, we believe that Team is uniquely qualified to provide integrated solutions involving in their most basic form, 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, our Company is 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 expertise available in the industry. TeamQualspec provides standard and advanced non-destructive testing (“NDT”) services for the process, pipeline and power sectors, pipeline integrity management services, field heat treating services, as well as associated engineering and assessment services. These services can be offered while facilities are running (on-stream), during facility turnarounds or during new construction or expansion activities. TeamFurmanite, our mechanical services segment, provides turnaround and on-stream services. Turnaround services are project-related and demand is a function of the number and scope of scheduled and unscheduled facility turnarounds as well as new industrial facility construction or expansion activities. The turnaround services TeamFurmanite provides include field machining, technical bolting, field valve repair, heat exchanger repair, and isolation test plugging services. On-stream services offered by TeamFurmanite represent the services offered while plants are operating and under pressure. These services include leak repair, fugitive emissions control and hot tapping. Quest Integrity provides integrity and reliability management solutions for the process, pipeline and power sectors. These solutions encompass two broadly-defined disciplines: (1) highly specialized in-line inspection services for unpiggable process piping and pipelines using proprietary in-line inspection tools and analytical software; and (2) advanced condition assessment services through a multi-disciplined engineering team. We offer these services globally through over 220 locations in 20 countries throughout the world with more than 7,400 employees. We market our services to companies in a diverse array of heavy industries which include the petrochemical, refining, power, pipeline, steel, pulp and paper industries, as well as municipalities, shipbuilding, OEMs, distributors, and some of the world’s largest engineering and construction firms. Our stock is traded on the New York Stock Exchange under the symbol “TISI”. In November 2015, we announced we would change our fiscal year end to December 31 of each calendar year from May 31. In connection with this change, we previously filed a Transition Report on Form 10-K to report the results of the seven-month transition period from June 1, 2015 to December 31, 2015. In this report, the periods presented are the year ended December 31, 2016, the seven-month transition period from June 1, 2015 to December 31, 2015 and for the years ended May 31, 2015 and 2014. For comparison purposes, we have also included unaudited data for the year ended December 31, 2015 and for the seven months ended December 31, 2014 (see Note 20). Consolidation. The consolidated financial statements include the accounts of Team, Inc. and our majority-owned subsidiaries where we have control over operating and financial policies. Investments in affiliates in which we have the ability to exert significant influence over operating and financial policies, but where we do not control the operating and financial policies, are accounted for using the equity method. All material intercompany accounts and transactions have been eliminated in consolidation. Effective February 1, 2015, we began reporting the results of our Venezuelan operations using the cost method of accounting (see Note 17). Use of estimates. Our accounting policies conform to Generally Accepted Accounting Principles in the U.S. (“GAAP”). Our most significant accounting policies are described below. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect our reported financial position and results of operations. We review significant estimates and judgments affecting our consolidated financial statements on a recurring basis and record the effect of any necessary adjustments prior to their publication. Estimates and judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things, (1) aspects of revenue recognition, (2) valuation of acquisition related tangible and intangible assets and assessments of all long lived assets for possible impairment, (3) estimating various factors used to accrue liabilities for workers’ compensation, auto, medical and general liability, (4) establishing an allowance for uncollectible accounts receivable, (5) estimating the useful lives of our assets, (6) assessing future tax exposure and the realization of tax assets, (7) estimating the value associated with contingent consideration payment arrangements and (8) selecting assumptions used in the measurement of costs and liabilities associated with defined benefit pension plans. Fair value of financial instruments . Our financial instruments consist primarily of cash, cash equivalents, accounts receivable, accounts payable and debt obligations. The carrying amount of cash, cash equivalents, trade accounts receivable and trade accounts payable are representative of their respective fair values due to the short-term maturity of these instruments. The fair value of our banking facility is representative of the carrying value based upon the variable 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 banking facility. Cash and cash equivalents . Cash and cash equivalents consist of all demand deposits and funds invested in highly liquid short-term investments with original maturities of three months or less. Included in our cash and cash equivalents at December 31, 2016 is $14.0 million of cash in certain foreign subsidiaries (located primarily in Europe and Canada) where earnings are considered by the Company to be permanently reinvested. In the event that some or all of this cash were to be repatriated, we would be required to accrue and pay additional taxes. While not legally restricted from repatriating this cash, we consider all undistributed earnings of these foreign subsidiaries to be indefinitely reinvested and access to cash to be limited. Restricted cash. At December 31, 2015, we had $5.0 million in restricted cash on our balance sheet to reflect the amount held in escrow for contingent consideration as stipulated by the Qualspec Group LLC (“Qualspec”) purchase agreement. Based on Qualspec’s results through December 31, 2015, the contingent consideration did not become due and, accordingly, this cash became unrestricted in 2016. Inventory. We use the first-in, first-out method to determine inventory cost, except that inventory cost of Furmanite Corporation (“Furmanite”) and its subsidiaries, which we acquired on February 29, 2016 (see Note 2), is determined based on weighted-average cost. Inventory includes material, labor and certain fixed overhead costs. Inventory is stated at the lower of cost or market. Inventory quantities on hand are reviewed periodically and carrying cost is reduced to net realizable value for inventories for which their cost exceeds their utility. The cost of inventories consumed or products sold are included in operating expenses. Property, plant and equipment. Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Leasehold improvements are amortized over the shorter of their respective useful life or the lease term. Depreciation and amortization of assets are computed by the straight-line method over the following estimated useful lives of the assets: Classification Useful Life Buildings 20-40 years Leasehold improvements 2-15 years Machinery and equipment 2-12 years Furniture and fixtures 2-10 years Computers and computer software 2-5 years Automobiles 2-5 years Revenue recognition. Most of our projects are short-term in nature and we predominantly derive revenues by providing a variety of industrial services on a time and material basis. For all of these services our revenues are recognized when services are rendered or when product is shipped to the job site and risk of ownership passes to the customer. However, due to various contractual terms with our customers, at the end of any reporting period, there may be earned but unbilled revenue that is accrued to properly match revenues with related costs. At December 31, 2016 and December 31, 2015 , the amount of earned but unbilled revenue included in accounts receivable was $39.7 million and $47.1 million , respectively. Goodwill and intangible assets. We allocate the purchase price of acquired businesses to their identifiable tangible assets and liabilities, such as accounts receivable, inventory, property, plant and equipment, accounts payable and accrued liabilities. We also allocate a portion of the purchase price to identifiable intangible assets, such as non-compete agreements, trademarks, trade names, patents, technology and customer relationships. Allocations are based on estimated fair values of assets and liabilities. We use all available information to estimate fair values including quoted market prices, the carrying value of acquired assets, and widely accepted valuation techniques such as discounted cash flows. Certain estimates and judgments are required in the application of the fair value techniques, including estimates of future cash flows, selling prices, replacement costs, economic lives and the selection of a discount rate, and it involves using of Level 3 measurements as defined in Financial Accounting Standards Board (“FASB”) FASB Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosur e (“ASC 820”). Deferred taxes are recorded for any differences between the assigned values and tax bases of assets and liabilities. Estimated deferred taxes are based on available information concerning the tax bases of assets acquired and liabilities assumed and loss carryforwards at the acquisition date, although such estimates may change in the future as additional information becomes known. Any remaining excess of cost over allocated fair values is recorded as goodwill. We typically engage third-party valuation experts to assist in determining the fair values for both the identifiable tangible and intangible assets. The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, could materially impact our results of operations. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but are instead tested for impairment at least annually in accordance with the provisions of the ASC 350 Intangibles—Goodwill and Other (“ASC 350”). Intangible assets with estimated useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with ASC 350. We assess goodwill for impairment at the reporting unit level, which we have determined to be the same as our operating segments. Each reporting unit has goodwill relating to past acquisitions. The test for impairment is performed at the reporting unit level which is deemed to be at the operating segment level. The test was a two-step process that involved comparing the estimated fair value of each reporting unit to the reporting unit’s carrying value, including goodwill. If the fair value of a reporting unit exceeded its carrying amount, the goodwill of the reporting unit was not considered impaired; therefore, the second step of the impairment test would not be deemed necessary. If the carrying amount of the reporting unit exceeded its fair value, we would then perform a second step to the goodwill impairment test to measure the amount of goodwill impairment loss to be recorded. With the change in our fiscal year end to December 31 of each calendar year, our goodwill annual test date is now December 1, effective December 1, 2015. We performed our impairment testing as of December 1, 2016 and 2015 and concluded that there was no impairment. The fair values of the reporting units at December 1, 2016 and 2015 were determined using a method based on discounted cash flow models with estimated cash flows based on internal forecasts of revenue and expenses over a five-year period plus a terminal value period (the income approach). The income approach estimated fair value by discounting each reporting unit’s estimated future cash flows using a discount rate that approximated our weighted-average cost of capital. Major assumptions applied in an income approach include forecasted growth rates as well as forecasted profitability by reporting unit. The fair value derived from the income approach, in the aggregate, approximated our market capitalization. At December 1, 2016 , our market capitalization exceeded the carrying value of our consolidated net assets by approximately $437 million or 80% , and the fair value of each reporting unit significantly exceeded its respective carrying amount as of that date. At December 1, 2015 , our market capitalization exceeded the carrying value of our consolidated net assets by approximately $482 million or 141% , and the fair value of each reporting unit significantly exceeded its respective carrying amount as of that date. There was $355.8 million and $256.7 million of goodwill at December 31, 2016 and 2015 , respectively. A summary of goodwill is as follows (in thousands): Twelve Months Ended TeamQualspec TeamFurmanite Quest Integrity Total Balance at beginning of period $ 207,497 $ 19,874 $ 29,283 $ 256,654 Acquisitions 5,955 89,646 4,137 99,738 Foreign currency adjustments 23 (461 ) (168 ) (606 ) Balance at end of period $ 213,475 $ 109,059 $ 33,252 $ 355,786 Seven Months Ended TeamQualspec TeamFurmanite Quest Integrity Total Balance at beginning of year $ 60,737 $ 17,466 $ 29,570 $ 107,773 Acquisitions 148,482 2,483 — 150,965 Foreign currency adjustments (1,722 ) (75 ) (287 ) (2,084 ) Balance at end of year $ 207,497 $ 19,874 $ 29,283 $ 256,654 Income taxes. We follow the guidance of ASC 740 Income Taxes (“ASC 740”), which requires that we use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant temporary differences. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax payable and related tax expense together with assessing temporary differences resulting from differing treatment of certain items, such as depreciation, for tax and accounting purposes. These differences can result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. In accordance with ASC 740, we are required to assess the likelihood that our deferred tax assets will be realized and, to the extent we believe that it is more likely than not (a likelihood of more than 50% ) that some portion or all of the deferred tax assets will not be realized, we must establish a valuation allowance. We consider all available evidence to determine whether, based on the weight of the evidence, a valuation allowance is needed. Evidence used includes information about our current financial position and our results of operations for the current and preceding years, as well as all currently available information about future years, including our anticipated future performance, the reversal of existing taxable temporary differences and tax planning strategies. Management believes future sources of taxable income, reversing temporary differences and other tax planning strategies will be sufficient to realize assets for which no reserve has been established. While we have considered these factors in assessing the need for a valuation allowance, there is no assurance that a valuation allowance would not need to be established in the future if information about future years change. Any change in the valuation allowance would impact our income tax provision and net income (loss) in the period in which such a determination is made. As of December 31, 2016 , we believe that it is more likely than not that we will have sufficient reversals of temporary differences and future taxable income to allow us to realize the benefits of the net deferred tax assets except for those related to net operating loss carry forwards of certain foreign subsidiaries in the amount $41.0 million . Our belief is based upon our record of historical earnings levels in recent years and projections of future taxable income over the periods in which the future deductible temporary differences become deductible. As of December 31, 2016 , our deferred tax assets were $67.7 million , less a valuation allowance of $13.2 million . As of December 31, 2016 , our deferred tax liabilities were $125.1 million . Significant judgment is required in assessing the timing and amounts of deductible and taxable items for tax purposes. In accordance with ASC 740-10, we establish reserves for uncertain tax positions when, despite our belief that our tax return positions are supportable, we believe that it is not more likely than not that the position will be sustained upon challenge. When facts and circumstances change, we adjust these reserves through our provision for income taxes. To the extent interest and penalties may be assessed by taxing authorities on any related underpayment of income tax, such amounts have been accrued and are classified as a component of income tax provision (benefit) in our consolidated statements of operations. As of December 31, 2016 , our unrecognized tax benefits related to uncertain tax positions were $0.9 million . Workers’ compensation, auto, medical and general liability accruals. In accordance with ASC 450 Contingencies (“ASC 450”), we record a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We review our loss contingencies on an ongoing basis to ensure that we have appropriate reserves recorded on our balance sheet. These reserves are based on historical experience with claims incurred but not received, estimates and judgments made by management, applicable insurance coverage for litigation matters, and are adjusted as circumstances warrant. For workers’ compensation, our self-insured retention is $1.0 million and our automobile liability self-insured retention is currently $500,000 per occurrence. For general liability claims, we have an effective self-insured retention of $3.0 million per occurrence. For medical claims, our self-insured retention is $350,000 per individual claimant determined on an annual basis. For environmental liability claims, our self-insured retention is $1.0 million per occurrence. We maintain insurance for claims that exceed such self-retention limits. The insurance is subject to terms, conditions, limitations and exclusions that may not fully compensate us for all losses. Furmanite was incorporated into our existing insurance coverage during 2016, but for certain items it maintained separate insurance policies during portions of 2016 and accordingly maintained separate self-insurance retention amounts, with such self-retention amounts generally below the levels noted above. Our estimates and judgments could change based on new information, changes in laws or regulations, changes in management’s plans or intentions, or the outcome of legal proceedings, settlements or other factors. If different estimates and judgments were applied with respect to these matters, it is likely that reserves would be recorded for different amounts. Allowance for doubtful accounts. In the ordinary course of business, a portion of our accounts receivable are not collected due to billing disputes, customer bankruptcies, dissatisfaction with the services we performed and other various reasons. We establish an allowance to account for those accounts receivable that we estimate will eventually be deemed uncollectible. The allowance for doubtful accounts is based on a combination of our historical experience and management’s review of long outstanding accounts receivable. Concentration of credit risk. No single customer accounts for more than 10% of consolidated revenues. Earnings (loss) per share. Basic earnings (loss) per share is computed by dividing income (loss) from continuing operations, income (loss) from discontinued operations or net income (loss) available to Team shareholders by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing income (loss) from continuing operations, income (loss) from discontinued operations or net income (loss) available to Team shareholders, less income or loss for the period attributable to the noncontrolling interest, by the sum of (1) the weighted-average number of shares of common stock, outstanding during the period, (2) the dilutive effect of the assumed exercise of share-based compensation using the treasury stock method and (3) the dilutive effect of the assumed conversion of our noncontrolling interest to our common stock prior to the acquisition of that interest. Amounts used in basic and diluted earnings (loss) per share, for all periods presented, are as follows (in thousands): Twelve Months Ended Seven Months Ended Twelve Months Ended 2016 2015 2015 2014 Weighted-average number of basic shares outstanding 28,095 20,852 20,500 20,439 Stock options, stock units and performance awards — 260 419 633 Conversion of noncontrolling interest — 313 732 213 Total shares and dilutive securities 28,095 21,425 21,651 21,285 For the year ended December 31, 2016, all outstanding share-based compensation awards were excluded from the calculation of diluted earnings (loss) per share because their inclusion would be antidilutive due to the loss from continuing operations for the period. There were no share-based awards outstanding during the seven months ended December 31, 2015 and the twelve months ended May 31, 2015 and 2014 , that were excluded from the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of common shares during the periods. Foreign currency . For subsidiaries whose functional currency is not the U.S. Dollar, assets and liabilities are translated at period ending rates of exchange and revenues and expenses are translated at period average exchange rates. Translation adjustments for the asset and liability accounts are included as a separate component of accumulated other comprehensive loss in shareholders’ equity. Foreign currency transaction gains and losses are included in our statements of operations. Effective December 1, 2009, we began to account for Venezuela as a highly-inflationary economy and the effect of all subsequent currency fluctuations between the Bolivar and the U.S. Dollar are recorded in our statements of operations. Subsequently, effective February 1, 2015, we began reporting the results of our Venezuelan operations using the cost method of accounting (see Note 17). We utilize monthly foreign currency swap contracts to reduce exposures to changes in foreign currency exchange rates including, but not limited to, the Australian Dollar, Canadian Dollar, Brazilian Real, British Pound, Euro, Malaysian Ringgit and Mexican Peso. The impact from these swap contracts was not material as of and for the year ended December 31, 2016, as of and for the seven months ended December 31, 2015 nor for the years ended May 31, 2015 and 2014. Defined Benefit Pension Plans. Pension benefit costs and liabilities are dependent on assumptions used in calculating such amounts. The primary assumptions include factors such as discount rates, expected investment return on plan assets, mortality rates and retirement rates. These rates are reviewed annually and adjusted to reflect current conditions. These rates are determined based on reference to yields. The expected return on plan assets is derived from detailed periodic studies, which include a review of asset allocation strategies, anticipated future long-term performance of individual asset classes, risks (standard deviations) and correlations of returns among the asset classes that comprise the plans’ asset mix. While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return. Mortality and retirement rates are based on actual and anticipated plan experience. In accordance with GAAP, actual results that differ from the assumptions are accumulated and are subject to amortization over future periods and, therefore, generally affect recognized expense in future periods. While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the pension obligation and future expense. Reclassifications. Certain reclassifications were made to previously reported amounts in the consolidated financial statements and notes thereto to make them consistent with the current presentation format. Newly Adopted Accounting Principles ASU No. 2015-03 and ASU No. 2015-15 . In April 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-03, Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which requires that debt issuance costs be presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as other assets, separate from the related debt liability. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”), that adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015, Emerging Issues Task Force meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, ASU 2015-15 states the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Team adopted ASU 2015-15 effective upon adoption of ASU 2015-03 on January 1, 2016. Because essentially all of Team’s deferred debt issuance costs relate to line-of-credit arrangements, we have elected to continue presenting such costs as an asset. Therefore, adoption of ASU 2015-03 and ASU 2015-15 did not have any impact on our results of operations, financial position or cash flows. Accounting Principles Not Yet Adopted ASU No. 2014-09 . In May 2014, the FASB issued Accounting Standards Update (“ASU”) ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for us on January 1, 2018, with early application permitted as of January 1, 2017. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. We will not elect early application and therefore we will apply ASU 2014-09 on January 1, 2018. To adopt the new standard, we anticipate applying the cumulative effect transition method, pursuant to which we will record an adjustment to the opening balance of retained earnings as of January 1, 2018 for the impact of applying ASU 2014-09 to all contracts existing as of the date of application. We are continuing our assessment of ASU 2014-09 and are not able to quantify the potential impacts at the time. However, as most of our projects are short-term in nature and billed on a time and materials basis, we do not currently anticipate that the adoption of ASU 2014-09 will result in substantial changes to the overall pattern or timing of our revenue recognition. ASU No. 2015-11 . In July 2015, the FASB issued ASU 2015-11, Inventory—Simplifying the Measurement of Inventory (“ASU 2015-11”), which requires entities that measure inventory using the first-in, first-out or average cost methods to measure inventory at the lower of cost and net realizable value to more closely align the measurement of inventory in GAAP with International Financial Reporting Standards. Net realizable value is defined as estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016 on a prospective basis, with earlier application permitted. The adoption of this update is not expected to have a material impact on our results of operations, financial position or cash flows. ASU No. 2015-17 . In November 2015, the FASB issued ASU No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), which simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016. The ASU may be adopted prospectively or retrospectively and early adoption is permitted. The adoption of this ASU is not expected to have a material impact on our results of operations, financial position or cash flows. ASU No. 2016-02. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which changes the accounting for leases, including a requirement to record all leases on the consolidated balance sheets as assets and liabilities. This ASU is effective for fiscal years beginning after December 15, 2018. We will adopt ASU 2016-02 effective January 1, 2019. We are currently evaluating the impact this ASU will have on our ongoing financial reporting. ASU No. 2016-09. In March 2016, the FASB issued ASU No. 2016-09, Compensation–Stock Compensation: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which makes several modifications to GAAP related to share-based payments including the accounting for forfeitures, employee taxes and the financial statem |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Furmanite In November 2015, Team and Furmanite entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which we acquired all the outstanding shares of Furmanite in a stock transaction whereby Furmanite shareholders received 0.215 shares of Team common stock for each share of Furmanite common stock they owned. The merger was completed on February 29, 2016. Outstanding Furmanite share-based payment awards were generally converted into comparable share-based awards of Team, with certain awards vesting upon the closing of the merger, pursuant to the Merger Agreement. The combination doubled the size of Team’s mechanical services capabilities and established a deeper, broader talent and resource pool that better supports customers across standard and specialty mechanical services. In addition, our expanded capability and capacity offers an enhanced single-point of accountability and flexibility in addressing some of the most critical needs of clients; whether as individual services or as part of an integrated specialty industrial services solution. The acquisition-date fair value of the consideration transferred totaled $282.3 million , which consisted of the following (in thousands, except shares): February 29, 2016 Common stock (8,208,006 shares) $ 209,529 Converted share-based payment awards 2,001 Cash 70,811 Total consideration $ 282,341 The fair value of the 8,208,006 common shares issued was determined based on the closing market price of our common shares on the acquisition date of February 29, 2016. The issuance of common shares in the acquisition is a non-cash financing activity that has been excluded from the consolidated statement of cash flows. The fair value of the converted share-based payment awards reflects an apportionment of the fair value of the awards, based on the closing market price of our common shares and other assumptions as of the acquisition date, that is attributable to employee service completed prior to the acquisition date. The fair value of the awards attributable to service after the acquisition date is recognized as share-based compensation expense over the applicable vesting periods. The cash consideration represents amounts Team paid, immediately prior to the closing of the acquisition, to settle Furmanite’s outstanding debt and certain related liabilities, which were not assumed by Team. The cash portion of the consideration was financed through additional borrowings under our banking credit facility. The following table presents the purchase price allocation for Furmanite (in thousands): February 29, 2016 Cash and cash equivalents $ 37,734 Accounts receivable 65,925 Inventory 25,847 Current deferred tax assets 19,857 Prepaid expenses and other current assets 23,044 Current assets of discontinued operations 18,623 Property, plant and equipment 63,259 Intangible assets 88,958 Goodwill 89,646 Other non-current assets 687 Non-current deferred tax assets 2,542 Total assets acquired 436,122 Accounts payable 12,359 Other accrued liabilities 33,127 Income taxes payable 229 Current liabilities of discontinued operations 1,434 Non-current deferred tax liabilities 91,431 Defined benefit pension liability 13,509 Other long-term liabilities 1,692 Total liabilities assumed 153,781 Net assets acquired $ 282,341 The purchase price allocation shown above is based upon the fair values at the acquisition date. The fair values recorded are “Level 3” measurements as defined in Note 10. Of the $89.0 million of acquired intangible assets, $69.8 million was assigned to customer relationships with an estimated useful life of 12 years, $16.9 million was assigned to trade names with a weighted-average estimated useful life of 12 years and $2.3 million was assigned to developed technology with an estimated useful life of 10 years. The $89.6 million of goodwill was assigned to the TeamFurmanite segment. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Furmanite. None of the goodwill recognized is expected to be deductible for income tax purposes. The fair value of accounts receivable acquired was $65.9 million with the gross contractual amount being $88.0 million . We expect $7.9 million to be uncollectible. Additionally, we acquired accounts receivable with a fair value of $13.6 million associated with discontinued operations, which is included in the current assets of discontinued operations line above. Current assets of discontinued operations as of the acquisition date includes $3.3 million of goodwill and $1.6 million of intangible assets that were allocated to a business that we sold in December 2016, as discussed in Note 15. The amount of current assets of discontinued operations acquired shown above is net of costs to sell of $1.1 million . For the year ended December 31, 2016 and for the seven months ended December 31, 2015, we recognized a total of $6.7 million and $3.0 million , respectively, of acquisition costs related to the Furmanite acquisition, which were included in selling, general and administrative expenses in the consolidated statements of operations. Our consolidated statement of operations for the year ended December 31, 2016 includes the activity of Furmanite beginning on the acquisition date of February 29, 2016. Subsequent to the acquisition date, we commenced integration activities relative to Furmanite. As a result, certain business operations have been consolidated and/or transferred from legacy Furmanite operations to legacy Team operations to facilitate the new operating structure. Revenues of $216 million and a net loss of $6.4 million are included in the year ended December 31, 2016 and only include operating results that are directly attributable to legacy Furmanite operations. These amounts do not reflect any attempt to adjust for the effects of integration activities, which are not practicable to determine. Certain transactions related to the Furmanite acquisition were recognized separately from the acquisition of assets and assumption of liabilities in accordance with GAAP. These transactions, which were attributable to certain compensation (both cash and share-based) that was paid or became payable in conjunction with the closing of the acquisition, totaled $4.7 million and were recognized as selling, general and administrative expenses during the year ended December 31, 2016. Our unaudited pro forma consolidated results of operations are shown below as if the acquisition of Furmanite had occurred on June 1, 2015. These results are not necessarily indicative of the results that would actually have occurred if the acquisition had taken place at June 1, 2015, nor are they necessarily indicative of future results (in thousands, except per share data). Pro forma data Pro forma data Year Ended Seven Months Ended 2016 2015 (unaudited) (unaudited) Revenues $ 1,240,466 $ 787,914 Income (loss) from continuing operations attributable to Team shareholders $ (7,497 ) $ 15,979 Earnings (loss) per share from continuing operations: Basic $ (0.25 ) $ 0.55 Diluted $ (0.25 ) $ 0.54 These amounts have been calculated after applying Team’s accounting policies and adjusting the results of Furmanite to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on June 1, 2015, together with the related tax effects. Additionally, these pro forma results exclude discontinued operations as well as the impact of transaction and integration-related costs associated with the Furmanite acquisition included in the historical results.These pro forma results also assume the Qualspec acquisition, which is discussed below, had been completed as of June 1, 2014. Qualspec In July 2015, we acquired 100% of the membership interests in Qualspec for total cash consideration of $255.5 million . Qualspec is a leading provider of NDT services in the United States, with significant operations in the West Coast, Gulf Coast and Mid-Western areas of the country. Qualspec adds strength to our resident refinery inspection programs with major customer relationships across the U.S., and to add to our already strong capabilities in advanced inspection services, rope access services and the delivery of innovative technologies to our customers. The purchase of Qualspec was financed through borrowings under our banking credit facility. The initial purchase price could have been increased by $10.0 million depending upon the operating results of Qualspec through the end of calendar year 2015. The fair value of the contingent consideration arrangement at the acquisition date was initially estimated at $5.8 million . However, based on Qualspec results through December 31, 2015, there was no additional amount payable and, accordingly, we have reversed our initial contingent consideration obligation of $5.8 million to zero with a corresponding decrease to goodwill. The following table presents purchase price allocation for Qualspec (in thousands): July 7, 2015 Cash and cash equivalents $ 3,981 Accounts receivable 21,495 Current deferred tax assets 279 Prepaid expenses 1,049 Plant, property and equipment 15,472 Intangible assets 78,100 Goodwill 148,482 Other assets 138 Total assets acquired 268,996 Accounts payable 2,892 Other accrued liabilities 7,581 Non-current deferred tax liability 2,982 Total liabilities assumed 13,455 Net assets acquired $ 255,541 The purchase price allocation shown above is based upon the fair values at the acquisition date. The fair values recorded are “Level 3” measurements as defined in Note 10. Of the $78.1 million of acquired intangible assets, $75.2 million was assigned to customer relationships with an estimated useful life of 15 years , $1.6 million was assigned to non-compete agreements with an estimated useful life of 5 years and $1.3 million was assigned to trade names with an estimated useful life of 1 year . The $148.5 million of goodwill was assigned to the TeamQualspec segment. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Qualspec. About $109.6 million of the goodwill is expected to be deductible for income tax purposes. The fair value of accounts receivables acquired was $21.5 million , with the gross contractual amount being $22.5 million . We expect $1.0 million to be uncollectible. Our consolidated results include the activity of Qualspec beginning on the acquisition date of July 7, 2015. Revenues of $79.3 million and net income of $2.7 million of Qualspec are included in the consolidated statement of operations (in the TeamQualspec segment) for the seven months ended December 31, 2015. Our unaudited pro forma consolidated results of operations are shown below as if the acquisition of Qualspec had occurred at June 1, 2014. These results are not necessarily indicative of the results which would actually have occurred if the acquisition had taken place at June 1, 2014, nor are they necessarily indicative of future results (in thousands, except per share data). Pro forma data Pro forma data Seven Months Ended December 31, Year Ended May 31, 2015 2015 (unaudited) (unaudited) Revenues $ 589,553 $ 1,011,829 Income from continuing operations attributable to Team shareholders $ 9,215 $ 41,597 Earnings per share from continuing operations: Basic $ 0.44 $ 2.03 Diluted $ 0.43 $ 1.92 These amounts have been calculated after applying Team’s accounting policies, reflecting additional interest expense and adjusting the results of Qualspec to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on June 1, 2014, together with the consequential tax effects. Quest Integrity In November 2010, we purchased 95% of Quest Integrity Group, LLC, a leading provider of proprietary in-line inspection and advanced engineering and assessment services. Pursuant to a “Put/Call Agreement” that was executed at the time of the Quest Integrity acquisition, on August 31, 2015, we issued 728,266 shares of restricted common stock and paid $5.9 million in cash to acquire the noncontrolling interest. Prior to August 31, 2015, these shares were included as dilutive securities in the earnings per share calculation as set forth herein. Other In June 2016, we acquired a mechanical furnace and pipe cleaning business in Europe, Turbinate International B.V. (“Turbinate”) for approximately $8 million . Recognized as a service leader in the European market, Turbinate specializes in de-coking and cleaning of fired heaters and unpiggable refinery assets as well as mechanical cleaning of furnaces and pipes from two to 18 inches by means of pigging, endoscopy and ultra sound inspection services. Turbinate is located in Vianen, the Netherlands. Turbinate is reported in the Quest Integrity segment. In April 2016, we acquired two related businesses in Europe: Quality Inspection Services (“QIS”) and TiaT Europe (“TiaT”) for a total of approximately $9 million . QIS is an NDT inspection company and TiaT is an NDT training school and consultancy and engineering company recognized as a specialist in aerospace inspections. Both companies are located in Roosendaal, the Netherlands. The businesses add about 65 employees to our organization in Europe and serve steel construction, ship repair, off-shore and storage tank customers, as well as the aerospace industry. QIS is the fourth largest NDT inspection company in the Netherlands and represents Team’s first inspection operation outside of North America. QIS and TiaT are reported in the TeamQualspec segment. In June 2015, we purchased DK Amans Valve, an advanced valve leader located in Long Beach, California, with a portfolio of projects from various sectors including oil and gas refining, pipelines and power generation for a total consideration of $12.3 million , net of cash acquired of $0.1 million . The purchase price also included $1.8 million of contingent consideration. The contingent consideration is based upon the achievement of certain performance targets over a three -year period for an additional amount of up to $4.0 million . During the year ended December 31, 2016, we recorded a loss of $2.2 million associated with the revaluation of the contingent consideration based on actual performance to date. DK Amans Valve is reported in the TeamFurmanite segment. In August 2014, we purchased a valve repair company in the U.K. for total consideration of $3.1 million , net of cash acquired of $0.2 million , including estimated contingent consideration of $0.3 million . In July 2013, we purchased a leading provider of industrial rope access services, for total consideration of approximately $12.9 million including net working capital of $1.3 million and $11.6 million allocated to goodwill and intangible assets. We expect $9.2 million of the goodwill recognized to be deductible for tax purposes. The purchase price allocation included contingent consideration valued at $1.9 million . The contingent consideration is based upon the achievement of operating earnings thresholds over a six -year period for an amount of up to $4.0 million . |
RECEIVABLES
RECEIVABLES | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
RECEIVABLES | RECEIVABLES A summary of accounts receivable as of December 31, 2016 and December 31, 2015 is as follows (in thousands): December 31, December 31, 2016 2015 Trade accounts receivable $ 230,889 $ 170,774 Unbilled revenues 39,719 47,098 Allowance for doubtful accounts (7,835 ) (3,548 ) Total $ 262,773 $ 214,324 The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is remote. The following summarizes the activity in the allowance for doubtful accounts as of December 31, 2016 , December 31, 2015 , and May 31, 2015 and 2014 (in thousands): Twelve Months Ended Seven Months Ended Twelve Months Ended 2016 2015 2015 2014 Balance at beginning of period $ 3,548 $ 2,775 $ 4,784 $ 5,438 Provision for doubtful accounts 6,336 1,819 233 2,140 Write-off of bad debts (2,049 ) (1,046 ) (2,242 ) (2,794 ) Balance at end of period $ 7,835 $ 3,548 $ 2,775 $ 4,784 |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY A summary of inventory as of December 31, 2016 and 2015 is as follows (in thousands): December 31, December 31, 2016 2015 Raw materials $ 6,844 $ 3,167 Work in progress 2,713 1,018 Finished goods 40,014 23,751 Total $ 49,571 $ 27,936 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT A summary of property, plant and equipment as of December 31, 2016 and 2015 is as follows (in thousands): December 31, December 31, 2016 2015 Land $ 7,429 $ 3,124 Buildings and leasehold improvements 42,257 29,690 Machinery and equipment 233,063 174,222 Furniture and fixtures 8,431 6,561 Capitalized ERP system development costs 44,876 25,606 Computers and computer software 11,775 8,062 Automobiles 5,370 5,280 Construction in progress 12,997 5,177 Total 366,198 257,722 Accumulated depreciation and amortization (163,068 ) (132,739 ) Property, plant, and equipment, net $ 203,130 $ 124,983 At the end of 2013, we initiated the design and implementation of a new ERP system, which is expected to be substantially installed by the end of 2017. Amortization of the enterprise resource planning (“ERP”) system development costs will be computed by the straight-line method, commencing in the period when substantial testing is completed and the asset is ready for its intended use. Through December 31, 2016 , we have capitalized $44.9 million associated with the project which includes $1.4 million of capitalized interest. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS A summary of intangible assets as of December 31, 2016 and 2015 is as follows (in thousands): December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 174,742 $ (25,508 ) $ 149,234 Non-compete agreements 5,397 (3,896 ) 1,501 Trade names 24,624 (4,216 ) 20,408 Technology 7,812 (3,364 ) 4,448 Licenses 838 (325 ) 513 Total $ 213,413 $ (37,309 ) $ 176,104 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 103,288 $ (12,995 ) $ 90,293 Non-compete agreements 4,898 (3,468 ) 1,430 Trade names 6,299 (1,940 ) 4,359 Technology 5,112 (2,541 ) 2,571 Licenses 683 (217 ) 466 Total $ 120,280 $ (21,161 ) $ 99,119 Amortization expense for the twelve months ended December 31, 2016 , the seven months ended December 31, 2015 , and twelve months ended May 31, 2015 and 2014 was $16.1 million , $5.5 million , $3.8 million , and $3.7 million , respectively. Amortization expense for current intangible assets is forecast to be approximately $16 million per year in 2017, 2018 and 2019, and approximately $15 million per year in 2020 and 2021. The weighted average amortization period for intangible assets subject to amortization is 13.2 years . The weighted average amortization period is 13.5 years for customer relationships, 4.5 years for non-compete agreements, 12.5 years for trade names, 9.5 years for technology, and 8.8 years for licenses. |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | OTHER ACCRUED LIABILITIES A summary of other accrued liabilities as of December 31, 2016 and 2015 is as follows (in thousands): December 31, December 31, 2016 2015 Payroll and other compensation expenses $ 38,214 $ 21,879 Insurance accruals 13,896 7,008 Property, sales and other non-income related taxes 5,599 3,058 Lease commitments 2,119 1,721 Deferred revenue 3,433 1,355 Accrued commission 1,355 1,159 Accrued interest 603 984 Volume discount 1,067 1,280 Contingent consideration 2,103 3,638 Other 11,515 7,714 Total $ 79,904 $ 49,796 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the twelve months ended December 31, 2016 , the seven months ended December 31, 2015 , and the twelve months ended May 31, 2015 and 2014 , we were taxed on income (loss) from continuing operations at an effective tax rate of 20% , 34% , 36% and 35% , respectively. Our income tax provision (benefit) on continuing operations for twelve months ended December 31, 2016 , the seven months ended December 31, 2015 , and the twelve months ended May 31, 2015 and 2014 , was $(3.1) million , $4.6 million , $22.8 million and $16.2 million , respectively, and includes federal, state and foreign taxes. The components of our tax provision (benefit) on continuing operations were as follows (in thousands): Current Deferred Total Twelve months ended December 31, 2016: U.S. Federal $ (2,048 ) $ (5,262 ) $ (7,310 ) State & local (1,338 ) 206 (1,132 ) Foreign jurisdictions 4,529 820 5,349 $ 1,143 $ (4,236 ) $ (3,093 ) Seven months ended December 31, 2015: U.S. Federal $ (4 ) $ 1,667 $ 1,663 State & local 90 187 277 Foreign jurisdictions 2,128 505 2,633 $ 2,214 $ 2,359 $ 4,573 Twelve months ended May 31, 2015: U.S. Federal $ 17,183 $ 606 $ 17,789 State & local 2,634 (141 ) 2,493 Foreign jurisdictions 3,598 (1,087 ) 2,511 $ 23,415 $ (622 ) $ 22,793 Twelve months ended May 31, 2014: U.S. Federal $ 11,933 $ 358 $ 12,291 State & local 1,759 319 2,078 Foreign jurisdictions 3,573 (1,706 ) 1,867 $ 17,265 $ (1,029 ) $ 16,236 The components of pre-tax income (loss) from continuing operations for the twelve months ended December 31, 2016 , the seven months ended December 31, 2015 , and the twelve months ended May 31, 2015 and 2014 were as follows (in thousands): Twelve Months Ended Seven Months Ended Twelve Months Ended May 31, 2016 2015 2015 2014 Domestic $ (25,488 ) $ 6,627 $ 51,784 $ 38,214 Foreign 9,830 6,824 11,506 8,171 $ (15,658 ) $ 13,451 $ 63,290 $ 46,385 Income tax expense (benefit) attributable to income (loss) from continuing operations differed from the amounts computed by applying the U.S. Federal income tax rate of 35% to pre-tax income (loss) from continuing operations as a result of the following (in thousands): Twelve Months Ended Seven Months Ended Twelve Months Ended May 31, 2016 2015 2015 2014 Pre-tax income (loss) from continuing operations $ (15,658 ) $ 13,451 $ 63,290 $ 46,385 Computed income taxes at statutory rate (5,481 ) $ 4,710 $ 22,153 $ 16,235 State income taxes, net of federal benefit (713 ) 258 1,670 1,505 Foreign tax rate differential (707 ) (648 ) (1,318 ) (1,004 ) Production activity deduction — (10 ) (136 ) (174 ) Deferred taxes on investment in foreign subsidiaries 1,777 (335 ) 819 (1,133 ) Non-deductible expenses 871 335 513 510 Foreign tax credits (2,302 ) (19 ) (11 ) (1,942 ) Other tax credits (1,033 ) (446 ) (223 ) (244 ) Dividend from foreign subsidiaries 2,021 — — 2,062 Valuation allowance 1,986 771 (394 ) 414 Other 488 (43 ) (280 ) 7 Total provision (benefit) for income tax on continuing operations $ (3,093 ) $ 4,573 $ 22,793 $ 16,236 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): December 31, 2016 2015 Deferred tax assets: Accrued compensation and benefits $ 12,559 $ 4,023 Receivables 3,856 739 Inventory 3,539 552 Stock options 1,526 2,241 Foreign currency translation and other equity adjustments 6,359 5,189 Other accrued liabilities 5,811 1,473 Tax credit carry forward 4,769 — Net operating loss carry forwards 25,061 1,420 Other 4,227 1,174 Deferred tax assets 67,707 16,811 Less: Valuation allowance (13,168 ) (857 ) Deferred tax assets, net 54,539 15,954 Deferred tax liabilities: Property, plant and equipment (28,700 ) (11,840 ) Goodwill and intangible costs (43,737 ) (10,496 ) Unremitted earnings of foreign subsidiaries (51,087 ) (1,669 ) Prepaids (775 ) (580 ) Other (827 ) (499 ) Deferred tax liabilities (125,126 ) (25,084 ) Net deferred tax liability $ (70,587 ) $ (9,130 ) As of December 31, 2016 , we had a valuation allowance of $13.2 million to reduce our deferred tax assets to an amount more likely than not to be recovered. This valuation allowance relates primarily to net operating loss carry forwards related to various foreign subsidiaries in the amount of $41.0 million . In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider factors including the reversal of future taxable temporary differences, projected future taxable income and tax planning strategies in making this assessment. As of December 31, 2016 , we had net foreign net operating loss carry forwards totaling $4.3 million that were expected to be realized in the future periods. A total of $3.4 million has an unlimited carry forward period and will therefore not expire. At December 31, 2016, we also have net operating loss carry forwards for U.S. federal income tax purposes of $30.7 million , which are available, subject to certain limitations, to offset future taxable income, if any, through the year 2034. In addition, we have alternative minimum tax credit carry forwards of approximately $1.2 million , which are available to reduce future regular federal income taxes, if any, over an indefinite period. At December 31, 2016 , undistributed earnings of foreign operations totaling $16.4 million were considered to be permanently reinvested. We have recognized no deferred tax liability for the remittance of such earnings to the U.S. since it is our intention to utilize those earnings in the foreign operations. Generally, such earnings become subject to U.S. tax upon the remittance of dividends and under certain other circumstances. Determination of the unrecognized deferred U.S. income tax liability is not practicable due to uncertainties related to the timing and source of any potential distribution of such funds, along with other important factors such as the amount of associated foreign tax credits. At December 31, 2016 , we have established liabilities for uncertain tax positions of $0.9 million , inclusive of interest and penalties. To the extent these uncertainties are ultimately resolved favorably, the resulting reduction of recorded liabilities would have an effect on our effective tax rate. In accordance with ASC 740-10, our policy is to recognize interest and penalties related to unrecognized tax benefits through the tax provision. We file income tax returns in the U.S. with federal and state jurisdictions as well as various foreign jurisdictions. With few exceptions, we are no longer subject to U.S. Federal, state and local or non-U.S. income tax examinations by tax authorities for years prior to 2015. We are currently in the examination phase of IRS audits for the tax years ended May 31, 2015 and December 31, 2015. The income tax laws and regulations are voluminous and are often ambiguous. As such, we are required to make certain subjective assumptions and judgments regarding our tax positions that may have a material effect on our results of operations, financial position or cash flows. We believe, however, that there is appropriate support for the income tax positions taken, and to be taken, on our returns, and that our accruals for tax liabilities are adequate for all open tax years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. Set forth below is a reconciliation of the changes in our unrecognized tax benefits associated with uncertain tax positions (in thousands): Twelve Months Ended Year Ended Seven Months Ended December 31, Twelve Months Ended May 31, 2016 2015 2015 2014 Balance at beginning of year $ 539 $ 477 $ 715 $ 697 Acquisition of Furmanite uncertain tax positions 660 — — — Additions based on current year tax positions 464 — — — Additions based on tax positions related to prior years 96 62 68 110 Reductions based on tax positions related to prior years (564 ) — (306 ) — Settlements (337 ) — — — Reductions resulting from a lapse of the applicable statute of limitations — — — (92 ) Balance at end of year $ 858 $ 539 $ 477 $ 715 We believe that in the next twelve months it is reasonably possible that $0.4 million of liabilities recorded for tax uncertainties will be effectively settled. Recent Legislation The Protecting Americans From Tax Hikes Act of 2015 (the “PATH Act”) was signed into law on December 18, 2015 and included an extension of the 50% bonus depreciation allowance, with a phase down of the bonus percentage amount for later years. The extended provision for 50% bonus depreciation specifically applies to qualifying property placed in service after December 31, 2014 and before January 1, 2018. The acceleration of deductions for the year ended December 31, 2016 and the seven months ended December 31, 2015 on qualifying capital expenditures resulting from the bonus depreciation provision had no impact on our current period effective tax rate because the acceleration of deductions does not result in permanent differences between asset bases for financial reporting purposes and income tax purposes. However, the ability to accelerate depreciation deductions decreased our cash taxes for the year ended December 31, 2016 and the seven-month period ended December 31, 2015 by approximately $ 3.9 million and $1.7 million , respectively. Taking the accelerated tax depreciation will result in increased cash taxes in subsequent periods when the deductions for these capital expenditures would have otherwise been taken. The PATH Act also reinstated and made permanent the research and development credit retroactively from January 1, 2015. This change in legislation resulted in a permanent decrease in income tax expense for the year ended December 31, 2016 and seven months ended December 31, 2015 of $ 0.8 million and $0.4 million , respectively. |
LONG-TERM DEBT, DERIVATIVES AND
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT | LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT In July 2015, we renewed our banking credit facility (the “Credit Facility”). In accordance with the second amendment to the Credit Facility, which was signed in February 2016, the Credit Facility has a borrowing capacity of up to borrowing capacity of up to $600 million and consists of a $400 million , five -year revolving loan facility and a $200 million five -year term loan facility, the proceeds of which were used to fund, in part, the Company’s acquisition of Qualspec. The swing line facility is $35.0 million . The Credit Facility matures in July 2020 , bears interest based on a variable Eurodollar rate option (LIBOR plus 2.25% margin at December 31, 2016 ) and has commitment fees on unused borrowing capacity ( 0.40% at December 31, 2016 ). The Credit Facility limits our ability to pay cash dividends without the consent of our bank syndicate. The Credit Facility also contains financial covenants, which were amended in August 2016 pursuant to the third amendment to the Credit Facility. The covenants, as amended, require the Company to maintain as of the end of each fiscal quarter (i) a maximum ratio of consolidated funded debt to consolidated EBITDA (the “ Total Leverage Ratio ” , as defined in the Credit Facility agreement) of not more than 4.50 to 1.00 as of December 31, 2016, not more than 4.25 to 1.00 as of March 31, 2017 and June 30, 2017, not more than 3.75 to 1.00 as of September 30, 2017 and thereafter the maximum ratio decreases by 0.25 to 1.00 every quarter until it reaches 3.00 to 1.00, (ii) a maximum ratio of senior secured debt to consolidated EBITDA of not more than 3.00 to 1.00 and (iii) an interest coverage ratio of less than 3.00 to 1.00. As of December 31, 2016 , we are in compliance with these covenants. With respect to the Total Leverage Ratio, our ratio stood at 4.19 to 1.00 as of December 31, 2016. At December 31, 2016 , we had $46.2 million of cash on hand and approximately $29 million of available borrowing capacity through our Credit Facility. In connection with the renewal of our credit facility, we are amortizing $3.0 million of associated debt issuance costs over the life of the Credit Facility. Future maturities of long-term debt, are as follows (in thousands): December 31 2017 $ 20,000 2018 20,000 2019 20,000 2020 306,911 2021 — Thereafter — Total $ 366,911 In order to secure our casualty insurance programs we are required to post letters of credit generally issued by a bank as collateral. A letter of credit commits the issuer to remit specified amounts to the holder, if the holder demonstrates that we failed to meet our obligations under the letter of credit. If this were to occur, we would be obligated to reimburse the issuer for any payments the issuer was required to remit to the holder of the letter of credit. We were contingently liable for outstanding stand-by letters of credit totaling $21.6 million at December 31, 2016 , and $13.2 million at December 31, 2015 . Outstanding letters of credit reduce amounts available under our Credit Facility and are considered as having been funded for purposes of calculating our financial covenants under the Credit Facility. ASC 815, Derivatives and Hedging (“ASC 815”), established accounting and reporting standards requiring that derivative instruments be recorded at fair value and included in the balance sheet as assets or liabilities. The accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative and the resulting designation, which is established at the inception date of a derivative. Special accounting for derivatives qualifying as fair value hedges allows derivatives’ gains and losses to offset related results on the hedged item in the statement of operations. For derivative instruments designated as cash flow hedges, changes in fair value, to the extent the hedge is effective, are recognized in other comprehensive income until the hedged item is recognized in earnings. Hedge effectiveness is measured at least quarterly based on the relative cumulative changes in fair value between the derivative contract and the hedged item over time. Credit risks related to derivatives include the possibility that the counter-party will not fulfill the terms of the contract. We consider counter-party credit risk to our derivative contracts when valuing our derivative instruments. Our borrowing of €12.3 million under the Credit Facility serves as an economic hedge of our net investment in our European operations as fluctuations in the fair value of the borrowing attributable to the U.S. Dollar/Euro spot rate will offset translation gains or losses attributable to our investment in our European operations. At December 31, 2016 the €12.3 million borrowing had a U.S. Dollar value of $13.0 million . The amounts recognized in other comprehensive income (loss), and reclassified into income, for the twelve months ended December 31, 2016 , seven months ended December 31, 2015 , and the twelve months ended May 31, 2015 and 2014 are as follows (in thousands): Gain (Loss) Recognized in Other Comprehensive Income (Loss) Gain (Loss) Reclassified from Other Comprehensive Income (Loss) to Earnings (Loss) Twelve Months Ended December 31, Seven Months Ended Twelve months ended May 31, Twelve Months Ended December 31, Seven Months Ended Twelve months ended May 31, 2016 2015 2015 2014 2016 2015 2015 2014 Net investment hedge $ 481 $ 101 $ 3,237 $ (775 ) $ — $ — $ — $ — The following table presents the fair value totals and balance sheet classification for derivatives designated as hedges under ASC 815 (in thousands): December 31, 2016 December 31, 2015 Classification Balance Sheet Location Fair Value Classification Balance Sheet Location Fair Value Net investment hedge Liability Long-term debt $ (5,048 ) Liability Long-term debt $ (4,567 ) We enter into operating leases to rent facilities and obtain vehicles and equipment for our field operations. Our obligations under non-cancellable operating leases, primarily consisting of facility and auto leases, were approximately $110.1 million at December 31, 2016 and are as follows (in thousands): Twelve Months Ended December 31, Operating Leases 2017 $ 32,418 2018 25,200 2019 17,447 2020 10,941 2021 7,825 Thereafter 16,295 Total $ 110,126 Total rent expense resulting from operating leases for the twelve months ended December 31, 2016 , the seven months ended December 31, 2015 and the twelve months ended May 31, 2015 and 2014 was $40.0 million , $18.8 million , $29.5 million and $26.2 million , respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS We apply the provisions of ASC 820, which among other things, requires enhanced disclosures about assets and liabilities carried at fair value. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. We primarily apply the market approach for recurring fair value measurements and endeavor to utilize the best information available. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The use of unobservable inputs is intended to allow for fair value determinations in situations in which there is little, if any, market activity for the asset or liability at the measurement date. We are able to classify fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy such that “Level 1” measurements include unadjusted quoted market prices for identical assets or liabilities in an active market, “Level 2” measurements include quoted market prices for identical assets or liabilities in an active market which have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets, and “Level 3” measurements include those that are unobservable and of a highly subjective measure. The following table sets forth, by level within the fair value hierarchy, our financial assets and liabilities that are accounted for at fair value on a recurring basis as of December 31, 2016 and 2015 . As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): December 31, 2016 Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Liabilities: Contingent consideration 1 $ — $ — $ 3,739 $ 3,739 Net investment hedge $ — $ (5,048 ) $ — $ (5,048 ) December 31, 2015 Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Liabilities: Contingent consideration 1 $ — $ — $ 3,638 $ 3,638 Net investment hedge $ — $ (4,567 ) $ — $ (4,567 ) ______________ 1 Inclusive of both current and noncurrent portions. There were no transfers in and out of Level 1 & Level 2 during the twelve months ended December 31, 2016 and seven months ended December 31, 2015 . There were no transfers in and out of Level 3 for the year ended December 31, 2016 , but there was a transfer in and out of of Level 3 of $5.8 million relating to a revaluation of contingent consideration during the seven months ended December 31, 2015 . The fair value of contingent consideration liabilities classified in the table above were estimated using a discounted cash flow technique with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include a combination of actual cash flows and probability-weighted assessments of expected future cash flows related to the acquired businesses, appropriately discounted considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the acquisition agreement. The following table represents the changes in the fair value of Level 3 contingent consideration (in thousands): Twelve Months Ended Seven Months Ended Beginning balance $ 3,638 $ 1,407 Accretion of liability 366 139 Foreign currency effects 80 — Payment (4,000 ) (230 ) Revaluation 2,184 (5,256 ) Acquisitions 1,471 7,578 Ending balance $ 3,739 $ 3,638 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION We have adopted stock incentive plans and other arrangements pursuant to which our Board of Directors may grant stock options, restricted stock, stock units, stock appreciation rights, common stock or performance awards to officers, directors and key employees. At December 31, 2016 , there were approximately 0.8 million stock options, restricted stock units and performance awards outstanding to officers, directors and key employees. The exercise price, terms and other conditions applicable to each form of share-based compensation under our plans are generally determined by the Compensation Committee of our Board at the time of grant and may vary. Our share-based payments consist primarily of stock units, performance awards, common stock and stock options. In May 2016, our shareholders approved the 2016 Team, Inc. Equity Incentive Plan (the “Plan”), which replaced all of our previous equity compensation plans. The Plan authorizes the issuance of share-based awards representing up to 2,000,000 shares of common stock. Shares issued in connection with our share-based compensation are issued out of authorized but unissued common stock. In connection with the acquisition of Furmanite in February 2016, we assumed the share plan related to Furmanite employee grants. As provided for in the Merger Agreement, each option to purchase Furmanite common stock outstanding immediately prior to the closing of the acquisition was converted into an option to purchase Team common stock, adjusted by the 0.215 exchange ratio. Similarly, each previously existing Furmanite restricted share, restricted stock unit or performance stock unit outstanding immediately prior to the acquisition were converted into Team restricted stock units, also at the 0.215 exchange ratio. The converted awards generally have the same terms and conditions as the replaced awards, except the vesting of certain awards was accelerated to the acquisition date and any performance conditions associated with the Furmanite awards no longer apply. The fair value of the options was determined using a Black-Scholes model, while the fair value of the restricted stock units was determined based on the market price on the acquisition date. The fair value of the converted Furmanite awards was allocated between consideration transferred in the acquisition and future share-based compensation expense, based on past service completed and future service required. The converted Furmanite awards have been identified, as applicable, in the tables that follow. Compensation expense related to share-based compensation totaled $7.3 million , $3.5 million , $4.8 million , and $4.2 million for the twelve months ended December 31, 2016 , the seven months ended December 31, 2015, and the years ended May 31, 2015 , and 2014 respectively. At December 31, 2016 , $16.7 million of unrecognized compensation expense related to share-based compensation is expected to be recognized over a remaining weighted-average period of 3.0 years . The excess tax benefit (deficiency) derived when share-based awards result in a tax deduction for the company was $(0.5) million , $0.4 million , $3.0 million , and $1.1 million for the twelve months ended December 31, 2016 , the seven months ended December 31, 2015, and the years ended May 31, 2015 , and 2014 , respectively. Stock units are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each stock unit based on the market price on the date of grant. Stock units generally vest in annual installments over four years and the expense associated with the units is recognized over the same vesting period. We also grant common stock to our directors which typically vests immediately. Compensation expense related to stock units and director stock grants totaled $7.2 million , $3.0 million , $4.1 million and $3.7 million for the twelve months ended December 31, 2016 , the seven months ended December 31, 2016 , years ended May 31, 2015 , and 2014 respectively. Transactions involving our stock units and director stock grants during the twelve months ended December 31, 2016 , the seven months ended December 31, 2016 and the years ended May 31, 2015 , and 2014 are summarized below: Twelve Months Ended Seven Months Ended No. of Stock Units Weighted Average Fair Value No. of Stock Units Weighted Average Fair Value (in thousands) (in thousands) Stock and stock units, beginning of year 371 $ 36.26 304 $ 36.23 Changes during the year: Granted 322 $ 34.23 197 $ 35.14 Assumed - Furmanite Acquisition 40 $ 25.63 — $ — Vested and settled (180 ) $ 34.19 (126 ) $ 34.43 Cancelled (18 ) $ 30.75 (4 ) $ 39.27 Stock and stock units, end of year 535 $ 35.11 371 $ 36.26 Year Ended May 31, 2015 Year Ended May 31, 2014 No. of Stock Units Weighted Average Fair Value No. of Stock Units Weighted Average Fair Value (in thousands) (in thousands) Stock and stock units, beginning of year 310 $ 31.42 329 $ 26.07 Changes during the year: Granted 156 $ 39.51 136 $ 36.70 Vested and settled (133 ) $ 29.23 (139 ) $ 24.32 Cancelled (29 ) $ 34.12 (16 ) $ 28.01 Stock and stock units, end of year 304 $ 36.23 310 $ 31.42 Under a performance stock unit award program adopted on November 4, 2014, Long-Term Performance Stock Unit (“LTPSU”) awards granted to our Executive Officers are subject to a three year performance period and a concurrent three year service period. Under this program, the Company communicates “target awards” to the Executive Officers at the beginning of a performance period. The performance target is based on results of operations over the three year performance period with possible payouts ranging from 0% to 300% of the “target awards”. LTPSU awards cliff vest with achievement of the performance goals and completion of the three year service period. Settlement occurs with common stock within 20 business days of vesting. We determine the fair value of each LTPSU award based on the market price on the date of grant. Compensation expense is recognized on a straight-line basis over the vesting term of three years based upon the probable performance target that will be met. Compensation expense (credit) of $(0.4) million , $0.3 million and $0.2 million related to performance awards was recognized for the twelve months ended December 31, 2016 , the seven months ended December 31, 2015 and the year ended May 31, 2015, respectively. Transactions involving our performance awards during the year ended December 31, 2016 , the seven months ended December 31, 2015 , and the year ended May 31, 2015 are summarized below: Twelve Months Ended Seven Months Ended No. of Long- Term Performance Stock Units Weighted Average Fair Value No. of Long- Term Performance Stock Units Weighted Average Fair Value (in thousands) (in thousands) Long-term performance stock units, beginning of year 59 $ 37.16 23 $ 42.25 Changes during the year: Granted — $ — 36 $ 33.91 Vested and settled — $ — — $ — Cancelled — $ — — $ — Long-term performance stock units, end of year 59 $ 37.16 59 $ 37.16 Year Ended No. of Long- Term Performance Stock Units Weighted Average Fair Value (in thousands) Long-term performance stock units, beginning of year — $ — Changes during the year: Granted 23 $ 42.25 Vested and settled — $ — Cancelled — $ — Long-term performance stock units, end of year 23 $ 42.25 Performance awards are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each performance award based on the market price on the date of grant. Performance awards granted to our Chairman of our Board vest over the longer of four years or the achievement of performance goals based upon our future results of operations. Compensation expense related to performance awards was $0.3 million for the twelve months ended December 31, 2016 , $0.5 million for the seven months ended December 31, 2015 and $0.6 million for each of the years ended May 31, 2015 and 2014 . Transactions involving our performance awards during the twelve months ended December 31, 2016 , the seven months ended December 31, 2016 , and the years ended May 31, 2015 , and 2014 are summarized below: Twelve Months Ended Seven Months Ended No. of Performance Awards Weighted Average Fair Value No. of Performance Awards Weighted Average Fair Value (in thousands) (in thousands) Performance awards, beginning of year 13 $ 35.15 28 $ 32.86 Changes during the year: Granted — $ — — $ — Vested and settled (13 ) $ 35.15 (15 ) $ 30.82 Cancelled — $ — — $ — Performance awards, end of year — $ — 13 $ 35.15 Year Ended Year Ended No. of Performance Awards Weighted Average Fair Value No. of Performance Awards Weighted Average Fair Value (in thousands) (in thousands) Performance awards, beginning of year 50 $ 30.63 57 $ 25.47 Changes during the year: Granted — $ — 17 $ 36.40 Vested and settled (22 ) $ 27.66 (24 ) $ 22.65 Cancelled — $ — — $ — Performance awards, end of year 28 $ 32.86 50 $ 30.63 We determine the fair value of each stock option at the grant date using a Black-Scholes model and recognize the resulting expense of our stock option awards over the period during which an employee is required to provide services in exchange for the awards, usually the vesting period. There was $0.2 million in compensation expense related to stock options for the twelve months ended December 31, 2016 , but none for the seven months ended December 31, 2015 , or the years ended May 31, 2015 , and 2014 , as all stock option awards were fully vested. Our options typically vest in equal annual installments over a four year service period. Expense related to an option grant is recognized on a straight line basis over the specified vesting period for those options. Stock options generally have a ten year term. Transactions involving our stock options during the twelve months ended December 31, 2016 , the seven months ended December 31, 2015 , and the years ended May 31, 2015 , and 2014 are summarized below: Twelve Months Ended Seven Months Ended No. of Options Weighted Average Exercise Price No. of Options Weighted Average Exercise Price (in thousands) (in thousands) Shares under option, beginning of year 376 $ 25.71 490 $ 24.80 Changes during the year: Granted — $ — — $ — Assumed - Furmanite Acquisition 132 $ 33.20 — $ — Exercised (251 ) $ 23.50 (109 ) $ 21.41 Cancelled (50 ) $ 35.00 — $ — Expired (4 ) $ 44.62 (5 ) $ 30.33 Shares under option, end of year 203 $ 30.63 376 $ 25.71 Exercisable at end of year 203 $ 30.63 376 $ 25.71 Year Ended Year Ended No. of Options Weighted Average Exercise Price No. of Options Weighted Average Exercise Price (in thousands) (in thousands) Shares under option, beginning of year 816 $ 19.61 1,052 $ 20.24 Changes during the year: Granted — $ — — $ — Exercised (326 ) $ 11.79 (232 ) $ 22.69 Cancelled — $ — — $ — Expired — $ — (4 ) $ 6.96 Shares under option, end of year 490 $ 24.80 816 $ 19.61 Exercisable at end of year 490 $ 24.80 816 $ 19.61 Options exercisable at December 31, 2016 had a weighted-average remaining contractual life of 2.7 years . For total options outstanding at December 31, 2016 , the range of exercise prices and remaining contractual lives are as follows: Range of Prices No. of Options Weighted Average Exercise Price Weighted Average Remaining Life (in thousands) (in years) $20.19 to $30.28 44 $ 25.80 1.9 $30.28 to $40.38 152 $ 31.08 2.7 $40.38 to $50.47 7 $ 50.47 7.4 203 $ 30.63 2.7 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Defined Contribution Plan Under the Team, Inc. Salary Deferral Plan (the “Plan”), contributions are made to the Plan by qualified employees at their election and our matching contributions to the Plan are made at specified rates. Our contributions to the Plan in the twelve months ended December 31, 2016 , seven months ended December 31, 2015 and twelve months ended May 31, 2015 and 2014 , were approximately $7.1 million , $3.0 million , $4.8 million and $4.4 million , respectively. Defined Benefit Plans In connection with our acquisition of Furmanite, we assumed liabilities associated with the defined benefit pension plans of two foreign subsidiaries, one plan covering certain United Kingdom employees (the “U.K. Plan”) and the other covering certain of its Norwegian employees (the “Norwegian Plan”). As the Norwegian Plan represents approximately 1 percent of both the Company’s total pension plan liabilities and total pension plan assets, only the schedules of net periodic pension cost and changes in benefit obligation and plan assets include combined amounts from the two plans, while all other assumption, detail and narrative information relates solely to the U.K. Plan. As the plans were assumed during 2016, comparative information for periods prior to the acquisition date is not applicable to Team’s consolidated financial statements. Benefits for the U.K. Plan are based on the average of the employee’s salary for the last three years of employment. The U.K. Plan has had no new participants added since the plan was frozen in 1994 and accruals for future benefits ceased in connection with a plan curtailment in 2013. Plan assets are primarily invested in unitized pension funds managed by U.K. registered fund managers. The most recent valuation of the U.K. Plan was performed as of December 31, 2016. Estimated defined benefit pension plan contributions for 2017 are expected to be approximately $1.4 million . We expect future plan contributions will increase by approximately 3% per year, in accordance with certain funding commitments. Pension benefit costs and liabilities are dependent on assumptions used in calculating such amounts. The primary assumptions include factors such as discount rates, expected investment return on plan assets, mortality rates and retirement rates. The discount rate assumption used to determine end of year benefit obligations was 2.7% . These rates are reviewed annually and adjusted to reflect current conditions. These rates are determined appropriate based on reference to yields. The expected return on plan assets of 4.5% for 2017 is derived from detailed periodic studies, which include a review of asset allocation strategies, anticipated future long-term performance of individual asset classes, risks (standard deviations) and correlations of returns among the asset classes that comprise the plans’ asset mix. While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return. Mortality and retirement rates are based on actual and anticipated plan experience. In accordance with GAAP, actual results that differ from the assumptions are accumulated and are subject to amortization over future periods and, therefore, generally affect recognized expense in future periods. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the pension obligation and future expense. Net pension cost included the following components (in thousands): Twelve Months Ended December 31, 2016 1 Service cost $ 79 Interest cost 2,504 Expected return on plan assets (2,577 ) Net periodic pension cost $ 6 ______________ 1 Reflects net pension cost from the date of the Furmanite acquisition. The weighted average assumptions used to determine benefit obligations at December 31, 2016 and February 29, 2016, the date of the Furmanite acquisition, are as follows: December 31, 2016 February 29, 2016 Discount rate 2.7 % 4.0 % Rate of compensation increase 1 Not applicable Not applicable Inflation 3.3 % 2.8 % ______________ 1 Not applicable due to plan curtailment. The weighted average assumptions used to determine net periodic benefit cost for the twelve months ended December 31, 2016 are as follows: Twelve Months Ended December 31, 2016 Discount rate 4.0 % Expected long-term return on plan assets 4.9 % Rate of compensation increase 1 Not applicable Inflation 2.8 % _______________ 1 Not applicable due to plan curtailment. The plan actuary determines the expected return on plan assets based on a combination of expected yields on equity securities and corporate bonds and considering historical returns. The expected long-term rate of return on plan assets for 2017 is determined based on the weighted average of expected returns on asset investment categories as follows: 4.5% overall, 5.8% for equities and 1.8% for debt securities. The following table sets forth the changes in the benefit obligation and plan assets for the twelve months ended December 31, 2016 (in thousands): December 31, 2016 Projected benefit obligation: Beginning of year $ — Acquisition of Furmanite 80,410 Service cost 79 Interest cost 2,504 Actuarial loss 18,233 Benefits paid (2,804 ) Foreign currency translation adjustment and other (9,216 ) End of year 89,206 Fair value of plan assets: Beginning of year — Acquisition of Furmanite 66,901 Actual gain on plan assets 10,222 Employer contributions 1,182 Benefits paid (2,804 ) Foreign currency translation adjustment and other (7,534 ) End of year 67,967 Excess projected obligation under (over) fair value of plan assets at end of year $ (21,239 ) Amounts recognized in accumulated other comprehensive loss: Net actuarial loss $ 10,518 No material amounts of accumulated other comprehensive loss are expected to be amortized as a component of net periodic benefit cost during 2017. The accumulated benefit obligation for the U.K. Plan was $88.1 million at December 31, 2016. At December 31, 2016, expected future benefit payments are as follows for the years ended December 31, (in thousands): 2017 $ 2,689 2018 2,681 2019 3,119 2020 3,742 2021 3,738 2022-2026 21,413 Total $ 37,382 The following table summarizes the plan assets of the U.K. Plan measured at fair value on a recurring basis (at least annually) as of December 31, 2016 (in thousands): Asset Category Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) (a) Significant Unobservable Inputs (Level 3) (a) Cash $ 744 $ 744 $ — $ — Equity securities: U.K. equity (b) 13,927 — 13,927 — U.S. equity index (c) 3,453 — 3,453 — European equity index (d) 3,421 — 3,421 — Pacific rim equity index (e) 2,645 — 2,645 — Japanese equity index (f) 2,185 — 2,185 — Emerging markets equity index (g) 2,014 — 2,014 — Diversified growth fund (h) 11,637 — 11,637 — Global absolute return fund (i) 5,821 — 5,821 — Fixed income securities: Cash fund (j) 7,921 — 7,921 — U.K. government fixed income securities (k) 5,454 — 5,454 — U.K. government index-linked securities (l) 7,825 — 7,825 — Total as of December 31, 2016 $ 67,047 $ 744 $ 66,303 $ — ______________________________ a) The net asset value of the commingled equity and fixed income funds are determined by prices of the underlying securities, less the funds’ liabilities, and then divided by the number of shares outstanding. As the funds are not traded in active markets, the commingled funds are classified as Level 2 or Level 3 assets. The net asset value is corroborated by observable market data (e.g., purchase or sale activities) for Level 2 assets. b) This category includes investments in U.K. companies and aims to achieve a return that is consistent with the return of the FTSE All-Share Index. c) This category includes investments in a variety of large and small U.S. companies and aims to achieve a return that is consistent with the return of the FTSE All-World USA Index. d) This category includes investments in a variety of large and small European companies and aims to achieve a return that is consistent with the return of the FTSE All-World Developed Europe ex-U.K. Index. e) This category includes investments in a variety of large and small companies across the Australian, Hong Kong, New Zealand and Singapore markets and aims to achieve a return that is consistent with the return of the FTSE-All-World Developed Asia Pacific ex-Japan Index. f) This category includes investments in a variety of large and small Japanese companies and aims to achieve a return that is consistent with the return of the FTSE All-World Japan Index. g) This category includes investments in companies in the Emerging Markets to achieve a return that is consistent with the return of the IFC Investable Index ex-Malaysia. h) This category includes investments in a diversified portfolio of equity, bonds, alternatives and cash markets and aims to achieve a return that is consistent with the return of the Libor GBP 3 month + 3% Index. i) This category includes investments in a diversified portfolio of equity and bonds combined with investment strategies based on advanced derivative techniques and aims to achieve a return over rolling three-year periods equivalent to cash plus 5% per year, gross of fees. j) This category includes investments in British pound sterling-denominated money market instruments and fixed-income securities issued by governments, corporations or other issuers which may be listed or traded on a recognized market. k) This category includes investments in funds with the objective to provide a leveraged return to U.K. government fixed income securities (gilts) that have maturity dates in 2040 and 2052. l) This category includes investments in funds with the objective to provide a leveraged return to various U.K. government indexed-linked securities (gilts), with maturity periods ranging from 2022 to 2062. The funds invest in U.K. government bonds and derivatives. Investment objectives for the U.K. Plan, as of December 31, 2016, are to: • optimize the long-term return on plan assets at an acceptable level of risk • maintain a broad diversification across asset classes • maintain careful control of the risk level within each asset class The trustees of the U.K. Plan have established a long-term investment strategy comprising global investment weightings targeted at 65% (range of 60% to 70% ) for equity securities/diversified growth funds and 35% (range of 30% to 40% ) for debt securities. Diversified growth funds are actively managed absolute return funds that hold a combination of debt and equity securities. Selection of the targeted asset allocation was based upon a review of the expected return and risk characteristics of each asset class, as well as the correlation of returns among asset classes. Actual allocations to each asset class vary from target allocations due to periodic investment strategy changes, market value fluctuations and the timing of benefit payments and contributions. The following table sets forth the weighted average asset allocation and target asset allocations as of December 31, 2016 by asset category: Asset Allocations Target Asset Allocations Equity securities and diversified growth funds 1 67.3 % 65.0 % Debt securities 2 31.6 % 35.0 % Other 1.1 % — % Total 100.0 % 100.0 % ______________________________ 1 Diversified growth funds refer to actively managed absolute return funds that hold a combination of equity and debt securities. 2 Includes investments in funds with the objective to provide leveraged returns to U.K. government fixed income securities and U.K. government indexed-linked securities. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Con Ed Matter —We have, from time to time, provided temporary leak repair services for the steam operations of Consolidated Edison Company of New York (“Con Ed”) located in New York City. In July 2007, a Con Ed steam main located in midtown Manhattan ruptured causing one death and other injuries and property damage. As of December 31, 2016 , ninety-two lawsuits are currently pending against Con Ed, the City of New York and Team in the Supreme Courts of New York located in Kings, New York and Bronx County, alleging that our temporary leak repair services may have contributed to the cause of the rupture. The lawsuits seek generally unspecified compensatory damages for personal injury, property damage and business interruption. Additionally, on March 31, 2008, we received a letter from Con Ed alleging that our contract with Con Ed requires us to indemnify and defend Con Ed for additional claims filed against Con Ed as a result of the rupture. Con Ed filed an action to join Team and the City of New York as defendants in all lawsuits filed against Con Ed that did not include Team and the City of New York as direct defendants. We are vigorously defending the lawsuits and Con Ed’s claim for indemnification. We are unable to estimate the amount of liability to us, if any, associated with these lawsuits and the claim for indemnification. We filed a motion to dismiss in December 2016. Based upon the current briefing schedule, a ruling on the motion is anticipated in the fall of 2017. We maintain insurance coverage, subject to a deductible limit of $250,000 , which we believe should cover these claims. We have not accrued any liability in excess of the deductible limit for the lawsuits. We do not believe the ultimate outcome of these matters will have a material adverse effect on our financial position, results of operations, or cash flows. We anticipate a trial on the merits during the first half of 2018. Patent Infringement Matters —In December 2014, our subsidiary, Quest Integrity, filed three patent infringement lawsuits against three different defendants, two in the U.S. District of Delaware (the “Delaware Cases”) and one in the U.S. District of Western Washington (“Washington Case”). Quest Integrity alleges that the three defendants infringed Quest Integrity’s patent, entitled “2D and 3D Display System and Method for Furnace Tube Inspection”. This Quest Integrity patent generally teaches a system and method for displaying inspection data collected during the inspection of furnace tubes in petroleum and petro-chemical refineries. The subject patent litigation is specific to the visual display of the collected data and does not relate to Quest Integrity’s underlying advanced inspection technology. In these lawsuits Quest Integrity is seeking temporary and permanent injunctive relief, as well as monetary damages. Defendants have denied they infringe any valid claim of Quest Integrity’s patent, and have asserted declaratory judgment counterclaims that the patent at issue is invalid and/or unenforceable, and not infringed. In June 2015, the U.S. District of Delaware denied our motions for preliminary injunctive relief in the Delaware Cases (that is, our request that the defendants stop using our patented systems and methods during the pendency of the actions). The Delaware Cases are expected to proceed to trial in the second quarter of 2017. The Washington Case does not have a trial date scheduled. We are involved in various other lawsuits and are subject to various claims and proceedings encountered in the normal conduct of business. In our opinion, any uninsured losses that might arise from these lawsuits and proceedings will not have a materially adverse effect on our consolidated financial statements. We establish a liability for loss contingencies, when information available to us indicates that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. |
ENTITY WIDE DISCLOSURES
ENTITY WIDE DISCLOSURES | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
ENTITY WIDE DISCLOSURES | ENTITY WIDE DISCLOSURES ASC 280, Segment Reporting , requires we disclose certain information about our operating segments where 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 three segments: TeamQualspec Group, TeamFurmanite Group and Quest Integrity Group. All three operating segments operate under a business segment manager who reports directly to Team’s Chief Executive Officer who operates as the chief operating decision maker. Furmanite, which we acquired in the first quarter of 2016 (see Note 2), is included in the TeamFurmanite segment, except that Furmanite’s corporate-related activities are included within corporate and shared support services in the tables below. Discontinued operations are not allocated to the segments. Segment data for our three operating segments are as follows (in thousands): Twelve Months Ended Seven Months Ended Twelve Months Ended 2016 2015 2015 2014 Revenues: TeamQualspec $ 589,478 $ 351,949 $ 467,099 $ 408,259 TeamFurmanite 539,627 178,238 300,456 275,322 Quest Integrity 67,591 41,531 74,492 65,946 Total $ 1,196,696 $ 571,718 $ 842,047 $ 749,527 Twelve Months Ended Seven Months Ended Twelve Months Ended 2016 2015 2015 2014 Operating income (loss): TeamQualspec $ 43,367 $ 31,175 $ 60,198 $ 47,787 TeamFurmanite 27,283 14,335 28,713 26,177 Quest Integrity 4,780 5,491 13,196 9,260 Corporate and shared support services (78,548 ) (31,839 ) (33,642 ) (29,803 ) Total $ (3,118 ) $ 19,162 $ 68,465 $ 53,421 Twelve Months Ended Seven Months Ended Twelve Months Ended 2016 2015 2015 2014 Capital expenditures: TeamQualspec $ 8,803 $ 6,557 $ 10,276 $ 8,104 TeamFurmanite 15,077 5,656 4,916 6,114 Quest Integrity 2,007 1,993 2,961 4,366 Corporate and shared support services 19,956 11,596 10,616 14,432 Total $ 45,843 $ 25,802 $ 28,769 $ 33,016 Twelve Months Ended Seven Months Ended Twelve Months Ended 2016 2015 2015 2014 Depreciation and amortization: TeamQualspec $ 19,853 $ 10,568 $ 8,413 $ 7,953 TeamFurmanite 21,387 4,779 7,583 7,208 Quest Integrity 5,323 3,403 5,704 5,475 Corporate and shared support services 2,110 676 1,087 832 Total $ 48,673 $ 19,426 $ 22,787 $ 21,468 Separate measures of Team’s assets by operating segment are not produced or utilized by management to evaluate segment performance. A geographic breakdown of our revenues for the twelve months ended December 31, 2016 , for the seven months ended December 31, 2015 , and for the twelve months ended May 31, 2015 and 2014 and our total assets as of December 31, 2016 and 2015 are as follows (in thousands): Total Revenues 1 Total Assets Twelve months ended December 31, 2016 United States $ 889,967 $ 788,780 Canada 128,122 66,056 Europe 108,720 234,847 Other foreign countries 69,887 57,735 Total $ 1,196,696 $ 1,147,418 Seven months ended December 31, 2015 United States $ 448,508 $ 682,124 Canada 71,325 59,626 Europe 27,718 33,271 Other foreign countries 24,167 23,970 Total $ 571,718 $ 798,991 Twelve months ended May 31, 2015 United States $ 625,044 $ 399,173 Canada 132,573 68,043 Europe 47,524 34,612 Other foreign countries 36,906 22,005 Total $ 842,047 $ 523,833 Twelve months ended May 31, 2014 United States $ 540,967 $ 353,624 Canada 126,874 68,515 Europe 42,248 38,870 Other foreign countries 39,438 23,932 Total $ 749,527 $ 484,941 ______________ 1 Revenues attributable to individual countries/geographic areas are based on the country of domicile of the legal entity that performs the work. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS As part of our acquisition of Furmanite, we acquired a pipeline inspection business that primarily performs process management inspection services to contractors and operators participating primarily in the midstream oil and gas market in the United States. The business generates approximately $60 million in annual revenues. Upon acquisition, we concluded that this business was not a strategic fit for Team and therefore we decided not to retain it and began a process of marketing the business to prospective buyers. In December 2016, we completed the sale of this business and received proceeds of $13.3 million cash (net of costs to sell) and a $1.5 million principal amount of a note from the buyer that bears interest at a 5% stated rate per annum, payable quarterly in arrears, with the principal amount due in full at maturity in January 2020. We concluded that this business qualifies as a discontinued operation upon its acquisition under GAAP. Therefore, we classified the operating results as discontinued operations in our consolidated statements of operations. Discontinued operations does not include any allocation of corporate overhead expense or interest expense. Due to the acquisition of this business and the completion of its sale all within the twelve months ended December 31, 2016, there are no assets or liabilities of discontinued operations reported as held for sale in the consolidated balance sheets at December 31, 2016 or 2015. For information about the assets and liabilities of discontinued operations acquired in the Furmanite acquisition, see Note 2. Loss from discontinued operations, net of income tax, from the date of the Furmanite acquisition, consists of the following (in thousands): Year Ended December 31, 2016 Revenues $ 46,771 Operating expenses 43,081 Gross margin 3,690 Selling, general and administrative expenses 1,939 Gain on disposal 7 Income from discontinued operations, before income tax 1,758 Less: Provision for income taxes 1,869 Loss from discontinued operations, net of income tax $ (111 ) The provision for income taxes on discontinued operations includes the effect of a permanent difference associated with non-deductible goodwill that was derecognized as part of the disposal transaction. Cash flows attributable to our discontinued operations are included in our statements of consolidated cash flows. For the year ended December 31, 2016, there were no material amounts of depreciation, amortization, capital expenditures or significant operating non-cash items related to discontinued operations. The $1.5 million principal amount note receivable from the buyer, which was part of the consideration received from the sale of discontinued operations, is a non-cash investing activity. |
EXIT COSTS AND OTHER RELATED CH
EXIT COSTS AND OTHER RELATED CHARGES | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Exit Costs and Other Related Charges | EXIT COSTS AND OTHER RELATED CHARGES Exit costs and other related charges for the year ended December 31, 2016 are associated with the restructuring/closure of the acquired Furmanite operations in Western Europe in the TeamFurmanite segment. Due to continued economic softness in these particular markets and unfavorable cost structures, we committed to a plan to exit these operations in the fourth quarter of 2016 and communicated the plan to the affected employees. We expect the closures to be essentially complete by end of the second quarter of 2017. Of the total $5.5 million of exit and other related charges recognized during the year ended December 31, 2016, $4.8 million is associated with accruals for employee separation costs, substantially all of which are expected to be settled during the first half of 2017, and $0.7 million is attributable to an impairment loss on property, plant and equipment in these operations. We estimate that we will incur additional costs, primarily related to lease terminations, of approximately $1.3 million in 2017 as the closures are completed. |
VENEZUELAN OPERATIONS
VENEZUELAN OPERATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
VENEZUELAN OPERATIONS | VENEZUELAN OPERATIONS In June 2015, we disposed of our Venezuelan operations and realized no gain or loss from the transaction. Our annual revenues have historically been less than one percent of our consolidated revenues for all periods presented. Because of the uncertain political environment in Venezuela, starting in the quarter ended February 28, 2010, we began to account for Venezuelan operations pursuant to accounting guidance for hyperinflationary economies. Following the designation of the Venezuelan economy as hyperinflationary, we ceased taking the effects of currency fluctuations to accumulated other comprehensive income and began reflecting all effects as a component of other income in our statement of operations. Prior to February 1, 2015, we included the results of our Venezuelan operations in our consolidated financial statements using the consolidation method of accounting. Venezuelan exchange control regulations have resulted in an other-than-temporary lack of exchangeability between the Venezuelan Bolivar and U.S. Dollar, and have restricted our Venezuelan operations’ ability to pay dividends and obligations denominated in U.S. Dollars. These exchange regulations, combined with other recent Venezuelan regulations, have constrained equipment availability and are now significantly limiting our Venezuelan operations’ ability to maintain normal operations. As a result of these conditions, and in accordance with ASC 810, Consolidation , we began reporting the results of our Venezuelan operations using the cost method of accounting. The change, which we made effective February 1, 2015, resulted in a pre-tax charge of $1.2 million for the twelve months ended May 31, 2015 . During the year ended May 31, 2014, we began using an alternative Venezuelan, state-run exchange rate, commonly referred to as SICAD-1, to translate local currency financial statements. As a result of the revaluation, we recognized a $1.9 million foreign currency loss in the quarter ended February 28, 2014. In March 2014, a market-based, state-run exchange, commonly referred to as SICAD-2, was initiated by the Central Bank of Venezuela. From March 2014, Team began using the nascent market-based, state-run exchange rate, commonly referred to as SICAD-2 (a pproximately 50 Bolivars to the U.S. Dollar) to translate local currency financial statements, changing from the SICAD-1 rate (which fluctuated between 10 and 11.8 Bolivars per U.S. Dollar). As a result, Team incurred an additional $2.1 million currency exchange loss associated with a further revaluation of our Venezuelan business in the quarter ended May 31, 2014. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | ACCUMULATED OTHER COMPREHENSIVE LOSS A summary of changes in accumulated other comprehensive loss included within shareholders’ equity is as follows (in thousands): Twelve Months Ended Seven Months Ended Foreign Currency Translation Adjustments Foreign Currency Hedge Defined benefit pension plans Tax Provision Total Foreign Currency Translation Adjustments Foreign Currency Hedge Tax Provision Total Balance at beginning of year $ (28,124 ) $ 4,567 $ — $ 5,183 $ (18,374 ) $ (20,896 ) $ 4,466 $ 2,892 $ (13,538 ) Other comprehensive income (loss) before tax (3,849 ) 481 (10,518 ) 3,260 (10,626 ) (7,228 ) 101 2,291 (4,836 ) Balance at end of year $ (31,973 ) $ 5,048 $ (10,518 ) $ 8,443 $ (29,000 ) $ (28,124 ) $ 4,567 $ 5,183 $ (18,374 ) The following table represents the related tax effects allocated to each component of other comprehensive income (loss) (in thousands): Twelve Months Ended Seven Months Ended Gross Amount Tax Effect Net Amount Gross Amount Tax Effect Net Amount Foreign currency translation adjustments $ (3,849 ) $ 1,351 $ (2,498 ) $ (7,228 ) $ 2,330 $ (4,898 ) Foreign currency hedge 481 (181 ) 300 101 (39 ) 62 Defined benefit pension plans (10,518 ) 2,090 (8,428 ) — — — Total $ (13,886 ) $ 3,260 $ (10,626 ) $ (7,127 ) $ 2,291 $ (4,836 ) Twelve Months Ended Twelve Months Ended Gross Amount Tax Effect Net Amount Gross Amount Tax Effect Net Amount Foreign currency translation adjustments $ (15,822 ) $ 2,559 $ (13,263 ) $ (1,613 ) $ 1,213 $ (400 ) Foreign currency hedge 3,237 (904 ) 2,333 (775 ) 285 (490 ) Total $ (12,585 ) $ 1,655 $ (10,930 ) $ (2,388 ) $ 1,498 $ (890 ) |
ISSUANCE AND REPURCHASE OF COMM
ISSUANCE AND REPURCHASE OF COMMON STOCK | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
ISSUANCE AND REPURCHASE OF COMMON STOCK | ISSUANCE AND REPURCHASE OF COMMON STOCK At-the-Market Equity Issuance Program On November 28, 2016, we filed with the SEC a prospectus supplement, to our October 2016 shelf registration statement on Form S-3 (the “Shelf Registration Statement”), under which we may sell up to $150.0 million of our common stock through an “at-the-market” equity offering program (the “ATM Program”). Through December 31, 2016, we sold 167,931 shares of common stock under the ATM Program. The net proceeds from such sales were $6.0 million after deducting the aggregate commissions paid of approximately $0.1 million and were used to reduce outstanding indebtedness. The Company intends to use the net proceeds from any future sales under the ATM Program primarily to reduce outstanding indebtedness, which may include amounts outstanding under the Company’s Credit Facility, and for general corporate purposes. The timing of any additional sales of common stock made pursuant to the ATM Program will depend on a variety of factors to be determined by the Company. In connection with the filing of the Shelf Registration Statement and the commencement of the ATM Program, we capitalized costs totaling $0.7 million , which are being allocated as issuance costs as sales of securities occur. Common Stock Repurchase Plan On October 1, 2013, our Board approved an initial $25 million stock repurchase plan, superseding and replacing our previous stock repurchase plan. During the quarter ended November 30, 2013, we repurchased 369,900 shares for a total cost of $13.3 million . These shares, along with 89,569 shares purchased under a previous plan in a prior period at a cost of $1.3 million , were retired and are not included in common stock issued and outstanding as of May 31, 2014 . The retirement of the shares purchased resulted in a reduction in common stock of $0.1 million , a reduction of $2.2 million to additional paid-in capital, and a $12.3 million reduction in retained earnings. On June 23, 2014, our Board authorized an increase in the stock repurchase plan limit to $50.0 million (net of the $13.3 million repurchased in the quarter ended November 30, 2013). During twelve months ended May 31, 2015 , we repurchased 546,977 shares for a total cost of $21.1 million . During the year ended December 31, 2016, we repurchased 274,110 shares for a total cost of $7.6 million . In the fourth quarter of 2016, these 821,087 shares were retired and are not included in common stock issued and outstanding as of December 31, 2016 . The retirement of the shares resulted in a reduction in common stock of $0.2 million , a reduction of $9.1 million to additional paid-in capital, and a $19.4 million reduction to retained earnings.At December 31, 2016 , $7.9 million remained available to repurchase shares under the stock repurchase plan. |
TWELVE MONTHS ENDED DECEMBER 31
TWELVE MONTHS ENDED DECEMBER 31, 2015 AND SEVEN MONTHS ENDED DECEMBER 31, 2014 COMPARATIVE DATA | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
TWELVE MONTHS ENDED DECEMBER 31, 2015 AND SEVEN MONTHS ENDING DECEMBER 31, 2014 COMPARATIVE DATA (Unaudited) | TWELVE MONTHS ENDED DECEMBER 31, 2015 AND SEVEN MONTHS ENDED DECEMBER 31, 2014 COMPARATIVE DATA (Unaudited) The condensed consolidated statements of income for the twelve months ended December 31, 2015 and the seven months ended December 31, 2014 is as follows: (in thousands, except per share data) Twelve Months Ended Seven Months Ended 2015 2014 Revenues $ 926,356 $ 487,408 Operating expenses 655,465 337,977 Gross margin 270,891 149,431 Selling, general and administrative expenses 223,078 109,348 Loss on revaluation of contingent consideration 522 — Operating income 47,291 40,083 Interest expense, net 5,792 1,332 Foreign currency loss 1,125 1,197 Other expense, net 1,184 — Earnings from continuing operations before income taxes 39,190 37,554 Less: Provision for income taxes 13,744 13,622 Income from continuing operations 25,446 23,932 Income from discontinued operations, net of income tax — — Net income 25,446 23,932 Less: income attributable to noncontrolling interest 213 214 Net income available to Team shareholders $ 25,233 $ 23,718 Income from continuing operations per share and net income per share: Basic $ 1.21 $ 1.15 Income from continuing operations per share and net income per share: Diluted $ 1.18 $ 1.08 Weighted average shares outstanding: Basic 20,780 20,593 Diluted 21,378 21,907 |
QUARTERLY FINANCIAL DATA (Unaud
QUARTERLY FINANCIAL DATA (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | QUARTERLY FINANCIAL DATA (Unaudited) The following is a summary of selected unaudited quarterly financial data for the years ended December 31, 2016 and 2015 (in thousands, except per share data): Year Ended December 31, 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Total Year Revenues $ 250,854 $ 336,440 $ 289,577 $ 319,825 $ 1,196,696 Operating income (loss) $ (7,380 ) $ 14,008 $ (4,043 ) $ (5,703 ) $ (3,118 ) Income (loss) from continuing operations $ (6,560 ) $ 6,970 $ (4,537 ) $ (8,438 ) $ (12,565 ) Net income (loss) available to Team shareholders $ (6,434 ) $ 7,356 $ (4,221 ) $ (9,377 ) $ (12,676 ) Basic earnings (loss) per share: Continuing operations $ (0.27 ) $ 0.24 $ (0.15 ) $ (0.29 ) $ (0.45 ) Net income (loss) $ (0.27 ) $ 0.25 $ (0.14 ) $ (0.32 ) $ (0.45 ) Diluted earnings (loss) per share: Continuing operations $ (0.27 ) $ 0.24 $ (0.15 ) $ (0.29 ) $ (0.45 ) Net income (loss) $ (0.27 ) $ 0.25 $ (0.14 ) $ (0.32 ) $ (0.45 ) Year Ended December 31, 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Total Year Revenues $ 192,407 $ 235,399 $ 243,552 $ 254,998 $ 926,356 Operating income $ 7,699 $ 22,034 $ 6,857 $ 10,701 $ 47,291 Income from continuing operations $ 3,366 $ 14,068 $ 2,547 $ 5,465 $ 25,446 Net income available to Team shareholders $ 3,306 $ 13,915 $ 2,547 $ 5,465 $ 25,233 Basic earnings per share: Continuing operations $ 0.16 $ 0.69 $ 0.13 $ 0.26 $ 1.21 Net income $ 0.16 $ 0.69 $ 0.13 $ 0.26 $ 1.21 Diluted earnings per share: Continuing operations $ 0.15 $ 0.65 $ 0.12 $ 0.26 $ 1.18 Net income $ 0.15 $ 0.65 $ 0.12 $ 0.26 $ 1.18 |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business. 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. We are a leading provider of standard to specialty industrial services, including inspection, engineering assessment and mechanical repair and remediation required in maintaining high temperature and high pressure piping systems and vessels that are utilized extensively in the refining, petrochemical, power, pipeline and other heavy industries. We conduct operations in three segments: TeamQualspec Group (“TeamQualspec”) (formerly the Inspection and Heat Treating Services Group), TeamFurmanite Group (“TeamFurmanite”) (formerly the Mechanical Services Group) and Quest Integrity (“Quest Integrity”). Through the capabilities and resources in these three segments, we believe that Team is uniquely qualified to provide integrated solutions involving in their most basic form, 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, our Company is 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 expertise available in the industry. TeamQualspec provides standard and advanced non-destructive testing (“NDT”) services for the process, pipeline and power sectors, pipeline integrity management services, field heat treating services, as well as associated engineering and assessment services. These services can be offered while facilities are running (on-stream), during facility turnarounds or during new construction or expansion activities. TeamFurmanite, our mechanical services segment, provides turnaround and on-stream services. Turnaround services are project-related and demand is a function of the number and scope of scheduled and unscheduled facility turnarounds as well as new industrial facility construction or expansion activities. The turnaround services TeamFurmanite provides include field machining, technical bolting, field valve repair, heat exchanger repair, and isolation test plugging services. On-stream services offered by TeamFurmanite represent the services offered while plants are operating and under pressure. These services include leak repair, fugitive emissions control and hot tapping. Quest Integrity provides integrity and reliability management solutions for the process, pipeline and power sectors. These solutions encompass two broadly-defined disciplines: (1) highly specialized in-line inspection services for unpiggable process piping and pipelines using proprietary in-line inspection tools and analytical software; and (2) advanced condition assessment services through a multi-disciplined engineering team. We offer these services globally through over 220 locations in 20 countries throughout the world with more than 7,400 employees. We market our services to companies in a diverse array of heavy industries which include the petrochemical, refining, power, pipeline, steel, pulp and paper industries, as well as municipalities, shipbuilding, OEMs, distributors, and some of the world’s largest engineering and construction firms. Our stock is traded on the New York Stock Exchange under the symbol “TISI”. In November 2015, we announced we would change our fiscal year end to December 31 of each calendar year from May 31. In connection with this change, we previously filed a Transition Report on Form 10-K to report the results of the seven-month transition period from June 1, 2015 to December 31, 2015. In this report, the periods presented are the year ended December 31, 2016, the seven-month transition period from June 1, 2015 to December 31, 2015 and for the years ended May 31, 2015 and 2014. For comparison purposes, we have also included unaudited data for the year ended December 31, 2015 and for the seven months ended December 31, 2014 (see Note 20). |
Consolidation | Consolidation. The consolidated financial statements include the accounts of Team, Inc. and our majority-owned subsidiaries where we have control over operating and financial policies. Investments in affiliates in which we have the ability to exert significant influence over operating and financial policies, but where we do not control the operating and financial policies, are accounted for using the equity method. All material intercompany accounts and transactions have been eliminated in consolidation. Effective February 1, 2015, we began reporting the results of our Venezuelan operations using the cost method of accounting (see Note 17). |
Use of estimates | Use of estimates. Our accounting policies conform to Generally Accepted Accounting Principles in the U.S. (“GAAP”). Our most significant accounting policies are described below. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect our reported financial position and results of operations. We review significant estimates and judgments affecting our consolidated financial statements on a recurring basis and record the effect of any necessary adjustments prior to their publication. Estimates and judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things, (1) aspects of revenue recognition, (2) valuation of acquisition related tangible and intangible assets and assessments of all long lived assets for possible impairment, (3) estimating various factors used to accrue liabilities for workers’ compensation, auto, medical and general liability, (4) establishing an allowance for uncollectible accounts receivable, (5) estimating the useful lives of our assets, (6) assessing future tax exposure and the realization of tax assets, (7) estimating the value associated with contingent consideration payment arrangements and (8) selecting assumptions used in the measurement of costs and liabilities associated with defined benefit pension plans. |
Fair value of financial instruments | Fair value of financial instruments . Our financial instruments consist primarily of cash, cash equivalents, accounts receivable, accounts payable and debt obligations. The carrying amount of cash, cash equivalents, trade accounts receivable and trade accounts payable are representative of their respective fair values due to the short-term maturity of these instruments. The fair value of our banking facility is representative of the carrying value based upon the variable 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 banking facility. |
Cash and cash equivalents | Cash and cash equivalents . Cash and cash equivalents consist of all demand deposits and funds invested in highly liquid short-term investments with original maturities of three months or less. Included in our cash and cash equivalents at December 31, 2016 is $14.0 million of cash in certain foreign subsidiaries (located primarily in Europe and Canada) where earnings are considered by the Company to be permanently reinvested. In the event that some or all of this cash were to be repatriated, we would be required to accrue and pay additional taxes. While not legally restricted from repatriating this cash, we consider all undistributed earnings of these foreign subsidiaries to be indefinitely reinvested and access to cash to be limited. |
Restricted cash | Restricted cash. At December 31, 2015, we had $5.0 million in restricted cash on our balance sheet to reflect the amount held in escrow for contingent consideration as stipulated by the Qualspec Group LLC (“Qualspec”) purchase agreement. Based on Qualspec’s results through December 31, 2015, the contingent consideration did not become due and, accordingly, this cash became unrestricted in 2016. |
Inventory | Inventory. We use the first-in, first-out method to determine inventory cost, except that inventory cost of Furmanite Corporation (“Furmanite”) and its subsidiaries, which we acquired on February 29, 2016 (see Note 2), is determined based on weighted-average cost. Inventory includes material, labor and certain fixed overhead costs. Inventory is stated at the lower of cost or market. Inventory quantities on hand are reviewed periodically and carrying cost is reduced to net realizable value for inventories for which their cost exceeds their utility. The cost of inventories consumed or products sold are included in operating expenses. |
Property, plant and equipment | Property, plant and equipment. Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Leasehold improvements are amortized over the shorter of their respective useful life or the lease term. Depreciation and amortization of assets are computed by the straight-line method over the following estimated useful lives of the assets |
Revenue recognition | Revenue recognition. Most of our projects are short-term in nature and we predominantly derive revenues by providing a variety of industrial services on a time and material basis. For all of these services our revenues are recognized when services are rendered or when product is shipped to the job site and risk of ownership passes to the customer. However, due to various contractual terms with our customers, at the end of any reporting period, there may be earned but unbilled revenue that is accrued to properly match revenues with related costs. At December 31, 2016 and December 31, 2015 , the amount of earned but unbilled revenue included in accounts receivable was $39.7 million and $47.1 million , respectively. |
Goodwill and intangible assets | Goodwill and intangible assets. We allocate the purchase price of acquired businesses to their identifiable tangible assets and liabilities, such as accounts receivable, inventory, property, plant and equipment, accounts payable and accrued liabilities. We also allocate a portion of the purchase price to identifiable intangible assets, such as non-compete agreements, trademarks, trade names, patents, technology and customer relationships. Allocations are based on estimated fair values of assets and liabilities. We use all available information to estimate fair values including quoted market prices, the carrying value of acquired assets, and widely accepted valuation techniques such as discounted cash flows. Certain estimates and judgments are required in the application of the fair value techniques, including estimates of future cash flows, selling prices, replacement costs, economic lives and the selection of a discount rate, and it involves using of Level 3 measurements as defined in Financial Accounting Standards Board (“FASB”) FASB Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosur e (“ASC 820”). Deferred taxes are recorded for any differences between the assigned values and tax bases of assets and liabilities. Estimated deferred taxes are based on available information concerning the tax bases of assets acquired and liabilities assumed and loss carryforwards at the acquisition date, although such estimates may change in the future as additional information becomes known. Any remaining excess of cost over allocated fair values is recorded as goodwill. We typically engage third-party valuation experts to assist in determining the fair values for both the identifiable tangible and intangible assets. The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, could materially impact our results of operations. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but are instead tested for impairment at least annually in accordance with the provisions of the ASC 350 Intangibles—Goodwill and Other (“ASC 350”). Intangible assets with estimated useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with ASC 350. We assess goodwill for impairment at the reporting unit level, which we have determined to be the same as our operating segments. Each reporting unit has goodwill relating to past acquisitions. The test for impairment is performed at the reporting unit level which is deemed to be at the operating segment level. The test was a two-step process that involved comparing the estimated fair value of each reporting unit to the reporting unit’s carrying value, including goodwill. If the fair value of a reporting unit exceeded its carrying amount, the goodwill of the reporting unit was not considered impaired; therefore, the second step of the impairment test would not be deemed necessary. If the carrying amount of the reporting unit exceeded its fair value, we would then perform a second step to the goodwill impairment test to measure the amount of goodwill impairment loss to be recorded. With the change in our fiscal year end to December 31 of each calendar year, our goodwill annual test date is now December 1, effective December 1, 2015. We performed our impairment testing as of December 1, 2016 and 2015 and concluded that there was no impairment. The fair values of the reporting units at December 1, 2016 and 2015 were determined using a method based on discounted cash flow models with estimated cash flows based on internal forecasts of revenue and expenses over a five-year period plus a terminal value period (the income approach). The income approach estimated fair value by discounting each reporting unit’s estimated future cash flows using a discount rate that approximated our weighted-average cost of capital. Major assumptions applied in an income approach include forecasted growth rates as well as forecasted profitability by reporting unit. The fair value derived from the income approach, in the aggregate, approximated our market capitalization. |
Income taxes | Income taxes. We follow the guidance of ASC 740 Income Taxes (“ASC 740”), which requires that we use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant temporary differences. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax payable and related tax expense together with assessing temporary differences resulting from differing treatment of certain items, such as depreciation, for tax and accounting purposes. These differences can result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. In accordance with ASC 740, we are required to assess the likelihood that our deferred tax assets will be realized and, to the extent we believe that it is more likely than not (a likelihood of more than 50% ) that some portion or all of the deferred tax assets will not be realized, we must establish a valuation allowance. We consider all available evidence to determine whether, based on the weight of the evidence, a valuation allowance is needed. Evidence used includes information about our current financial position and our results of operations for the current and preceding years, as well as all currently available information about future years, including our anticipated future performance, the reversal of existing taxable temporary differences and tax planning strategies. Management believes future sources of taxable income, reversing temporary differences and other tax planning strategies will be sufficient to realize assets for which no reserve has been established. While we have considered these factors in assessing the need for a valuation allowance, there is no assurance that a valuation allowance would not need to be established in the future if information about future years change. Any change in the valuation allowance would impact our income tax provision and net income (loss) in the period in which such a determination is made. As of December 31, 2016 , we believe that it is more likely than not that we will have sufficient reversals of temporary differences and future taxable income to allow us to realize the benefits of the net deferred tax assets except for those related to net operating loss carry forwards of certain foreign subsidiaries in the amount $41.0 million . Our belief is based upon our record of historical earnings levels in recent years and projections of future taxable income over the periods in which the future deductible temporary differences become deductible. As of December 31, 2016 , our deferred tax assets were $67.7 million , less a valuation allowance of $13.2 million . As of December 31, 2016 , our deferred tax liabilities were $125.1 million . Significant judgment is required in assessing the timing and amounts of deductible and taxable items for tax purposes. In accordance with ASC 740-10, we establish reserves for uncertain tax positions when, despite our belief that our tax return positions are supportable, we believe that it is not more likely than not that the position will be sustained upon challenge. When facts and circumstances change, we adjust these reserves through our provision for income taxes. To the extent interest and penalties may be assessed by taxing authorities on any related underpayment of income tax, such amounts have been accrued and are classified as a component of income tax provision (benefit) in our consolidated statements of operations. As of December 31, 2016 , our unrecognized tax benefits related to uncertain tax positions were $0.9 million . |
Workers' compensation, auto, medical and general liability accruals | Workers’ compensation, auto, medical and general liability accruals. In accordance with ASC 450 Contingencies (“ASC 450”), we record a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We review our loss contingencies on an ongoing basis to ensure that we have appropriate reserves recorded on our balance sheet. These reserves are based on historical experience with claims incurred but not received, estimates and judgments made by management, applicable insurance coverage for litigation matters, and are adjusted as circumstances warrant. For workers’ compensation, our self-insured retention is $1.0 million and our automobile liability self-insured retention is currently $500,000 per occurrence. For general liability claims, we have an effective self-insured retention of $3.0 million per occurrence. For medical claims, our self-insured retention is $350,000 per individual claimant determined on an annual basis. For environmental liability claims, our self-insured retention is $1.0 million per occurrence. We maintain insurance for claims that exceed such self-retention limits. The insurance is subject to terms, conditions, limitations and exclusions that may not fully compensate us for all losses. Furmanite was incorporated into our existing insurance coverage during 2016, but for certain items it maintained separate insurance policies during portions of 2016 and accordingly maintained separate self-insurance retention amounts, with such self-retention amounts generally below the levels noted above. Our estimates and judgments could change based on new information, changes in laws or regulations, changes in management’s plans or intentions, or the outcome of legal proceedings, settlements or other factors. If different estimates and judgments were applied with respect to these matters, it is likely that reserves would be recorded for different amounts. |
Allowance for doubtful accounts | Allowance for doubtful accounts. In the ordinary course of business, a portion of our accounts receivable are not collected due to billing disputes, customer bankruptcies, dissatisfaction with the services we performed and other various reasons. We establish an allowance to account for those accounts receivable that we estimate will eventually be deemed uncollectible. The allowance for doubtful accounts is based on a combination of our historical experience and management’s review of long outstanding accounts receivable. |
Concentration of credit risk | Concentration of credit risk. No single customer accounts for more than 10% of consolidated revenues. |
Earnings (loss) per share | Earnings (loss) per share. Basic earnings (loss) per share is computed by dividing income (loss) from continuing operations, income (loss) from discontinued operations or net income (loss) available to Team shareholders by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing income (loss) from continuing operations, income (loss) from discontinued operations or net income (loss) available to Team shareholders, less income or loss for the period attributable to the noncontrolling interest, by the sum of (1) the weighted-average number of shares of common stock, outstanding during the period, (2) the dilutive effect of the assumed exercise of share-based compensation using the treasury stock method and (3) the dilutive effect of the assumed conversion of our noncontrolling interest to our common stock prior to the acquisition of that interest. Amounts used in basic and diluted earnings (loss) per share, for all periods presented, are as follows (in thousands): Twelve Months Ended Seven Months Ended Twelve Months Ended 2016 2015 2015 2014 Weighted-average number of basic shares outstanding 28,095 20,852 20,500 20,439 Stock options, stock units and performance awards — 260 419 633 Conversion of noncontrolling interest — 313 732 213 Total shares and dilutive securities 28,095 21,425 21,651 21,285 For the year ended December 31, 2016, all outstanding share-based compensation awards were excluded from the calculation of diluted earnings (loss) per share because their inclusion would be antidilutive due to the loss from continuing operations for the period. There were no share-based awards outstanding during the seven months ended December 31, 2015 and the twelve months ended May 31, 2015 and 2014 , that were excluded from the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of common shares during the periods. |
Foreign currency | Foreign currency . For subsidiaries whose functional currency is not the U.S. Dollar, assets and liabilities are translated at period ending rates of exchange and revenues and expenses are translated at period average exchange rates. Translation adjustments for the asset and liability accounts are included as a separate component of accumulated other comprehensive loss in shareholders’ equity. Foreign currency transaction gains and losses are included in our statements of operations. Effective December 1, 2009, we began to account for Venezuela as a highly-inflationary economy and the effect of all subsequent currency fluctuations between the Bolivar and the U.S. Dollar are recorded in our statements of operations. Subsequently, effective February 1, 2015, we began reporting the results of our Venezuelan operations using the cost method of accounting (see Note 17). We utilize monthly foreign currency swap contracts to reduce exposures to changes in foreign currency exchange rates including, but not limited to, the Australian Dollar, Canadian Dollar, Brazilian Real, British Pound, Euro, Malaysian Ringgit and Mexican Peso. The impact from these swap contracts was not material as of and for the year ended December 31, 2016, as of and for the seven months ended December 31, 2015 nor for the years ended May 31, 2015 and 2014. |
Defined Benefit Pension Plans | Defined Benefit Pension Plans. Pension benefit costs and liabilities are dependent on assumptions used in calculating such amounts. The primary assumptions include factors such as discount rates, expected investment return on plan assets, mortality rates and retirement rates. These rates are reviewed annually and adjusted to reflect current conditions. These rates are determined based on reference to yields. The expected return on plan assets is derived from detailed periodic studies, which include a review of asset allocation strategies, anticipated future long-term performance of individual asset classes, risks (standard deviations) and correlations of returns among the asset classes that comprise the plans’ asset mix. While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return. Mortality and retirement rates are based on actual and anticipated plan experience. In accordance with GAAP, actual results that differ from the assumptions are accumulated and are subject to amortization over future periods and, therefore, generally affect recognized expense in future periods. While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the pension obligation and future expense. |
Reclassifications | Reclassifications. Certain reclassifications were made to previously reported amounts in the consolidated financial statements and notes thereto to make them consistent with the current presentation format. |
Newly Adopted Accounting Principles & Accounting Principles Not Yet Adopted | Newly Adopted Accounting Principles ASU No. 2015-03 and ASU No. 2015-15 . In April 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-03, Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which requires that debt issuance costs be presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as other assets, separate from the related debt liability. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”), that adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015, Emerging Issues Task Force meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, ASU 2015-15 states the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Team adopted ASU 2015-15 effective upon adoption of ASU 2015-03 on January 1, 2016. Because essentially all of Team’s deferred debt issuance costs relate to line-of-credit arrangements, we have elected to continue presenting such costs as an asset. Therefore, adoption of ASU 2015-03 and ASU 2015-15 did not have any impact on our results of operations, financial position or cash flows. Accounting Principles Not Yet Adopted ASU No. 2014-09 . In May 2014, the FASB issued Accounting Standards Update (“ASU”) ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for us on January 1, 2018, with early application permitted as of January 1, 2017. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. We will not elect early application and therefore we will apply ASU 2014-09 on January 1, 2018. To adopt the new standard, we anticipate applying the cumulative effect transition method, pursuant to which we will record an adjustment to the opening balance of retained earnings as of January 1, 2018 for the impact of applying ASU 2014-09 to all contracts existing as of the date of application. We are continuing our assessment of ASU 2014-09 and are not able to quantify the potential impacts at the time. However, as most of our projects are short-term in nature and billed on a time and materials basis, we do not currently anticipate that the adoption of ASU 2014-09 will result in substantial changes to the overall pattern or timing of our revenue recognition. ASU No. 2015-11 . In July 2015, the FASB issued ASU 2015-11, Inventory—Simplifying the Measurement of Inventory (“ASU 2015-11”), which requires entities that measure inventory using the first-in, first-out or average cost methods to measure inventory at the lower of cost and net realizable value to more closely align the measurement of inventory in GAAP with International Financial Reporting Standards. Net realizable value is defined as estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016 on a prospective basis, with earlier application permitted. The adoption of this update is not expected to have a material impact on our results of operations, financial position or cash flows. ASU No. 2015-17 . In November 2015, the FASB issued ASU No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), which simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016. The ASU may be adopted prospectively or retrospectively and early adoption is permitted. The adoption of this ASU is not expected to have a material impact on our results of operations, financial position or cash flows. ASU No. 2016-02. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which changes the accounting for leases, including a requirement to record all leases on the consolidated balance sheets as assets and liabilities. This ASU is effective for fiscal years beginning after December 15, 2018. We will adopt ASU 2016-02 effective January 1, 2019. We are currently evaluating the impact this ASU will have on our ongoing financial reporting. ASU No. 2016-09. In March 2016, the FASB issued ASU No. 2016-09, Compensation–Stock Compensation: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which makes several modifications to GAAP related to share-based payments including the accounting for forfeitures, employee taxes and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The ASU is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. The adoption of ASU 2016-09 is not expected to have a material impact on our financial position or cash flows. Upon adoption, on a prospective basis, our income tax expense will be impacted by future excess tax benefits or deficiencies that under previous GAAP were recognized within stockholders’ equity rather than through the statement of operations. ASU No. 2016-13. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends GAAP by introducing a new impairment model for financial instruments that is based on expected credit losses rather than incurred credit losses. The new impairment model applies to most financial assets, including trade accounts receivable. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019, although it may be adopted one year earlier, and requires a modified retrospective transition approach. We are currently evaluating the impact this ASU will have on our ongoing financial reporting. ASU No. 2016-15 . In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which clarifies the classification in the statement of cash flows of certain items, including debt prepayment or extinguishment costs, settlement of contingent consideration arising from a business combination, insurance settlement proceeds, and cash receipts and payments having aspects of more than one class of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. We do not expect the adoption of this ASU to have a material impact on our statements of cash flows. ASU No. 2016-16. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), which will require an entity to recognize the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective on January 1, 2018 with early adoption permitted. We are currently evaluating the impact this ASU will have on our ongoing financial reporting. |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Assets | Depreciation and amortization of assets are computed by the straight-line method over the following estimated useful lives of the assets: Classification Useful Life Buildings 20-40 years Leasehold improvements 2-15 years Machinery and equipment 2-12 years Furniture and fixtures 2-10 years Computers and computer software 2-5 years Automobiles 2-5 years |
Summary of Goodwill | A summary of goodwill is as follows (in thousands): Twelve Months Ended TeamQualspec TeamFurmanite Quest Integrity Total Balance at beginning of period $ 207,497 $ 19,874 $ 29,283 $ 256,654 Acquisitions 5,955 89,646 4,137 99,738 Foreign currency adjustments 23 (461 ) (168 ) (606 ) Balance at end of period $ 213,475 $ 109,059 $ 33,252 $ 355,786 Seven Months Ended TeamQualspec TeamFurmanite Quest Integrity Total Balance at beginning of year $ 60,737 $ 17,466 $ 29,570 $ 107,773 Acquisitions 148,482 2,483 — 150,965 Foreign currency adjustments (1,722 ) (75 ) (287 ) (2,084 ) Balance at end of year $ 207,497 $ 19,874 $ 29,283 $ 256,654 |
Amounts Used In Basic and Diluted Earnings Per Share | Amounts used in basic and diluted earnings (loss) per share, for all periods presented, are as follows (in thousands): Twelve Months Ended Seven Months Ended Twelve Months Ended 2016 2015 2015 2014 Weighted-average number of basic shares outstanding 28,095 20,852 20,500 20,439 Stock options, stock units and performance awards — 260 419 633 Conversion of noncontrolling interest — 313 732 213 Total shares and dilutive securities 28,095 21,425 21,651 21,285 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Combination Consideration Transferred | The acquisition-date fair value of the consideration transferred totaled $282.3 million , which consisted of the following (in thousands, except shares): February 29, 2016 Common stock (8,208,006 shares) $ 209,529 Converted share-based payment awards 2,001 Cash 70,811 Total consideration $ 282,341 |
Summary of Purchase Price Allocation | The following table presents purchase price allocation for Qualspec (in thousands): July 7, 2015 Cash and cash equivalents $ 3,981 Accounts receivable 21,495 Current deferred tax assets 279 Prepaid expenses 1,049 Plant, property and equipment 15,472 Intangible assets 78,100 Goodwill 148,482 Other assets 138 Total assets acquired 268,996 Accounts payable 2,892 Other accrued liabilities 7,581 Non-current deferred tax liability 2,982 Total liabilities assumed 13,455 Net assets acquired $ 255,541 The following table presents the purchase price allocation for Furmanite (in thousands): February 29, 2016 Cash and cash equivalents $ 37,734 Accounts receivable 65,925 Inventory 25,847 Current deferred tax assets 19,857 Prepaid expenses and other current assets 23,044 Current assets of discontinued operations 18,623 Property, plant and equipment 63,259 Intangible assets 88,958 Goodwill 89,646 Other non-current assets 687 Non-current deferred tax assets 2,542 Total assets acquired 436,122 Accounts payable 12,359 Other accrued liabilities 33,127 Income taxes payable 229 Current liabilities of discontinued operations 1,434 Non-current deferred tax liabilities 91,431 Defined benefit pension liability 13,509 Other long-term liabilities 1,692 Total liabilities assumed 153,781 Net assets acquired $ 282,341 |
Summary of Pro Forma Consolidated Results of Operations | Our unaudited pro forma consolidated results of operations are shown below as if the acquisition of Furmanite had occurred on June 1, 2015. These results are not necessarily indicative of the results that would actually have occurred if the acquisition had taken place at June 1, 2015, nor are they necessarily indicative of future results (in thousands, except per share data). Pro forma data Pro forma data Year Ended Seven Months Ended 2016 2015 (unaudited) (unaudited) Revenues $ 1,240,466 $ 787,914 Income (loss) from continuing operations attributable to Team shareholders $ (7,497 ) $ 15,979 Earnings (loss) per share from continuing operations: Basic $ (0.25 ) $ 0.55 Diluted $ (0.25 ) $ 0.54 Our unaudited pro forma consolidated results of operations are shown below as if the acquisition of Qualspec had occurred at June 1, 2014. These results are not necessarily indicative of the results which would actually have occurred if the acquisition had taken place at June 1, 2014, nor are they necessarily indicative of future results (in thousands, except per share data). Pro forma data Pro forma data Seven Months Ended December 31, Year Ended May 31, 2015 2015 (unaudited) (unaudited) Revenues $ 589,553 $ 1,011,829 Income from continuing operations attributable to Team shareholders $ 9,215 $ 41,597 Earnings per share from continuing operations: Basic $ 0.44 $ 2.03 Diluted $ 0.43 $ 1.92 |
RECEIVABLES (Tables)
RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | A summary of accounts receivable as of December 31, 2016 and December 31, 2015 is as follows (in thousands): December 31, December 31, 2016 2015 Trade accounts receivable $ 230,889 $ 170,774 Unbilled revenues 39,719 47,098 Allowance for doubtful accounts (7,835 ) (3,548 ) Total $ 262,773 $ 214,324 |
Summary of Activity in Allowance for Doubtful Accounts | The following summarizes the activity in the allowance for doubtful accounts as of December 31, 2016 , December 31, 2015 , and May 31, 2015 and 2014 (in thousands): Twelve Months Ended Seven Months Ended Twelve Months Ended 2016 2015 2015 2014 Balance at beginning of period $ 3,548 $ 2,775 $ 4,784 $ 5,438 Provision for doubtful accounts 6,336 1,819 233 2,140 Write-off of bad debts (2,049 ) (1,046 ) (2,242 ) (2,794 ) Balance at end of period $ 7,835 $ 3,548 $ 2,775 $ 4,784 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | A summary of inventory as of December 31, 2016 and 2015 is as follows (in thousands): December 31, December 31, 2016 2015 Raw materials $ 6,844 $ 3,167 Work in progress 2,713 1,018 Finished goods 40,014 23,751 Total $ 49,571 $ 27,936 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | A summary of property, plant and equipment as of December 31, 2016 and 2015 is as follows (in thousands): December 31, December 31, 2016 2015 Land $ 7,429 $ 3,124 Buildings and leasehold improvements 42,257 29,690 Machinery and equipment 233,063 174,222 Furniture and fixtures 8,431 6,561 Capitalized ERP system development costs 44,876 25,606 Computers and computer software 11,775 8,062 Automobiles 5,370 5,280 Construction in progress 12,997 5,177 Total 366,198 257,722 Accumulated depreciation and amortization (163,068 ) (132,739 ) Property, plant, and equipment, net $ 203,130 $ 124,983 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | A summary of intangible assets as of December 31, 2016 and 2015 is as follows (in thousands): December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 174,742 $ (25,508 ) $ 149,234 Non-compete agreements 5,397 (3,896 ) 1,501 Trade names 24,624 (4,216 ) 20,408 Technology 7,812 (3,364 ) 4,448 Licenses 838 (325 ) 513 Total $ 213,413 $ (37,309 ) $ 176,104 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 103,288 $ (12,995 ) $ 90,293 Non-compete agreements 4,898 (3,468 ) 1,430 Trade names 6,299 (1,940 ) 4,359 Technology 5,112 (2,541 ) 2,571 Licenses 683 (217 ) 466 Total $ 120,280 $ (21,161 ) $ 99,119 |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Summary of Other Accrued Liabilities | A summary of other accrued liabilities as of December 31, 2016 and 2015 is as follows (in thousands): December 31, December 31, 2016 2015 Payroll and other compensation expenses $ 38,214 $ 21,879 Insurance accruals 13,896 7,008 Property, sales and other non-income related taxes 5,599 3,058 Lease commitments 2,119 1,721 Deferred revenue 3,433 1,355 Accrued commission 1,355 1,159 Accrued interest 603 984 Volume discount 1,067 1,280 Contingent consideration 2,103 3,638 Other 11,515 7,714 Total $ 79,904 $ 49,796 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of Tax Provision | The components of our tax provision (benefit) on continuing operations were as follows (in thousands): Current Deferred Total Twelve months ended December 31, 2016: U.S. Federal $ (2,048 ) $ (5,262 ) $ (7,310 ) State & local (1,338 ) 206 (1,132 ) Foreign jurisdictions 4,529 820 5,349 $ 1,143 $ (4,236 ) $ (3,093 ) Seven months ended December 31, 2015: U.S. Federal $ (4 ) $ 1,667 $ 1,663 State & local 90 187 277 Foreign jurisdictions 2,128 505 2,633 $ 2,214 $ 2,359 $ 4,573 Twelve months ended May 31, 2015: U.S. Federal $ 17,183 $ 606 $ 17,789 State & local 2,634 (141 ) 2,493 Foreign jurisdictions 3,598 (1,087 ) 2,511 $ 23,415 $ (622 ) $ 22,793 Twelve months ended May 31, 2014: U.S. Federal $ 11,933 $ 358 $ 12,291 State & local 1,759 319 2,078 Foreign jurisdictions 3,573 (1,706 ) 1,867 $ 17,265 $ (1,029 ) $ 16,236 |
Components of Pre-Tax Income | The components of pre-tax income (loss) from continuing operations for the twelve months ended December 31, 2016 , the seven months ended December 31, 2015 , and the twelve months ended May 31, 2015 and 2014 were as follows (in thousands): Twelve Months Ended Seven Months Ended Twelve Months Ended May 31, 2016 2015 2015 2014 Domestic $ (25,488 ) $ 6,627 $ 51,784 $ 38,214 Foreign 9,830 6,824 11,506 8,171 $ (15,658 ) $ 13,451 $ 63,290 $ 46,385 |
Income Tax Expense Attributable to Income Differed from Amounts Computed by Federal Income Tax Rate | Income tax expense (benefit) attributable to income (loss) from continuing operations differed from the amounts computed by applying the U.S. Federal income tax rate of 35% to pre-tax income (loss) from continuing operations as a result of the following (in thousands): Twelve Months Ended Seven Months Ended Twelve Months Ended May 31, 2016 2015 2015 2014 Pre-tax income (loss) from continuing operations $ (15,658 ) $ 13,451 $ 63,290 $ 46,385 Computed income taxes at statutory rate (5,481 ) $ 4,710 $ 22,153 $ 16,235 State income taxes, net of federal benefit (713 ) 258 1,670 1,505 Foreign tax rate differential (707 ) (648 ) (1,318 ) (1,004 ) Production activity deduction — (10 ) (136 ) (174 ) Deferred taxes on investment in foreign subsidiaries 1,777 (335 ) 819 (1,133 ) Non-deductible expenses 871 335 513 510 Foreign tax credits (2,302 ) (19 ) (11 ) (1,942 ) Other tax credits (1,033 ) (446 ) (223 ) (244 ) Dividend from foreign subsidiaries 2,021 — — 2,062 Valuation allowance 1,986 771 (394 ) 414 Other 488 (43 ) (280 ) 7 Total provision (benefit) for income tax on continuing operations $ (3,093 ) $ 4,573 $ 22,793 $ 16,236 |
Tax Effects of Temporary Differences that Give Rise to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): December 31, 2016 2015 Deferred tax assets: Accrued compensation and benefits $ 12,559 $ 4,023 Receivables 3,856 739 Inventory 3,539 552 Stock options 1,526 2,241 Foreign currency translation and other equity adjustments 6,359 5,189 Other accrued liabilities 5,811 1,473 Tax credit carry forward 4,769 — Net operating loss carry forwards 25,061 1,420 Other 4,227 1,174 Deferred tax assets 67,707 16,811 Less: Valuation allowance (13,168 ) (857 ) Deferred tax assets, net 54,539 15,954 Deferred tax liabilities: Property, plant and equipment (28,700 ) (11,840 ) Goodwill and intangible costs (43,737 ) (10,496 ) Unremitted earnings of foreign subsidiaries (51,087 ) (1,669 ) Prepaids (775 ) (580 ) Other (827 ) (499 ) Deferred tax liabilities (125,126 ) (25,084 ) Net deferred tax liability $ (70,587 ) $ (9,130 ) |
Reconciliation of Changes in Unrecognized Tax Benefits Associated with Uncertain Tax Positions | Set forth below is a reconciliation of the changes in our unrecognized tax benefits associated with uncertain tax positions (in thousands): Twelve Months Ended Year Ended Seven Months Ended December 31, Twelve Months Ended May 31, 2016 2015 2015 2014 Balance at beginning of year $ 539 $ 477 $ 715 $ 697 Acquisition of Furmanite uncertain tax positions 660 — — — Additions based on current year tax positions 464 — — — Additions based on tax positions related to prior years 96 62 68 110 Reductions based on tax positions related to prior years (564 ) — (306 ) — Settlements (337 ) — — — Reductions resulting from a lapse of the applicable statute of limitations — — — (92 ) Balance at end of year $ 858 $ 539 $ 477 $ 715 |
LONG-TERM DEBT, DERIVATIVES A38
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Future Maturities of Long-term Debt | Future maturities of long-term debt, are as follows (in thousands): December 31 2017 $ 20,000 2018 20,000 2019 20,000 2020 306,911 2021 — Thereafter — Total $ 366,911 |
Amounts Recognized In Other Comprehensive Income, and Reclassified Into Income | The amounts recognized in other comprehensive income (loss), and reclassified into income, for the twelve months ended December 31, 2016 , seven months ended December 31, 2015 , and the twelve months ended May 31, 2015 and 2014 are as follows (in thousands): Gain (Loss) Recognized in Other Comprehensive Income (Loss) Gain (Loss) Reclassified from Other Comprehensive Income (Loss) to Earnings (Loss) Twelve Months Ended December 31, Seven Months Ended Twelve months ended May 31, Twelve Months Ended December 31, Seven Months Ended Twelve months ended May 31, 2016 2015 2015 2014 2016 2015 2015 2014 Net investment hedge $ 481 $ 101 $ 3,237 $ (775 ) $ — $ — $ — $ — |
Fair Value Totals and Balance Sheet Classification for Derivatives Designated As Hedges | The following table presents the fair value totals and balance sheet classification for derivatives designated as hedges under ASC 815 (in thousands): December 31, 2016 December 31, 2015 Classification Balance Sheet Location Fair Value Classification Balance Sheet Location Fair Value Net investment hedge Liability Long-term debt $ (5,048 ) Liability Long-term debt $ (4,567 ) |
Obligations under Non-cancellable Operating Leases | We enter into operating leases to rent facilities and obtain vehicles and equipment for our field operations. Our obligations under non-cancellable operating leases, primarily consisting of facility and auto leases, were approximately $110.1 million at December 31, 2016 and are as follows (in thousands): Twelve Months Ended December 31, Operating Leases 2017 $ 32,418 2018 25,200 2019 17,447 2020 10,941 2021 7,825 Thereafter 16,295 Total $ 110,126 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table sets forth, by level within the fair value hierarchy, our financial assets and liabilities that are accounted for at fair value on a recurring basis as of December 31, 2016 and 2015 . As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): December 31, 2016 Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Liabilities: Contingent consideration 1 $ — $ — $ 3,739 $ 3,739 Net investment hedge $ — $ (5,048 ) $ — $ (5,048 ) December 31, 2015 Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Liabilities: Contingent consideration 1 $ — $ — $ 3,638 $ 3,638 Net investment hedge $ — $ (4,567 ) $ — $ (4,567 ) ______________ 1 Inclusive of both current and noncurrent portions. |
Summary of Changes in Fair Value of Level 3 Contingent Consideration | The following table represents the changes in the fair value of Level 3 contingent consideration (in thousands): Twelve Months Ended Seven Months Ended Beginning balance $ 3,638 $ 1,407 Accretion of liability 366 139 Foreign currency effects 80 — Payment (4,000 ) (230 ) Revaluation 2,184 (5,256 ) Acquisitions 1,471 7,578 Ending balance $ 3,739 $ 3,638 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Transactions Involving Stock Units and Director Stock Grants | Transactions involving our stock units and director stock grants during the twelve months ended December 31, 2016 , the seven months ended December 31, 2016 and the years ended May 31, 2015 , and 2014 are summarized below: Twelve Months Ended Seven Months Ended No. of Stock Units Weighted Average Fair Value No. of Stock Units Weighted Average Fair Value (in thousands) (in thousands) Stock and stock units, beginning of year 371 $ 36.26 304 $ 36.23 Changes during the year: Granted 322 $ 34.23 197 $ 35.14 Assumed - Furmanite Acquisition 40 $ 25.63 — $ — Vested and settled (180 ) $ 34.19 (126 ) $ 34.43 Cancelled (18 ) $ 30.75 (4 ) $ 39.27 Stock and stock units, end of year 535 $ 35.11 371 $ 36.26 Year Ended May 31, 2015 Year Ended May 31, 2014 No. of Stock Units Weighted Average Fair Value No. of Stock Units Weighted Average Fair Value (in thousands) (in thousands) Stock and stock units, beginning of year 310 $ 31.42 329 $ 26.07 Changes during the year: Granted 156 $ 39.51 136 $ 36.70 Vested and settled (133 ) $ 29.23 (139 ) $ 24.32 Cancelled (29 ) $ 34.12 (16 ) $ 28.01 Stock and stock units, end of year 304 $ 36.23 310 $ 31.42 |
Summary of Transactions Involving Performance Awards | Transactions involving our performance awards during the year ended December 31, 2016 , the seven months ended December 31, 2015 , and the year ended May 31, 2015 are summarized below: Twelve Months Ended Seven Months Ended No. of Long- Term Performance Stock Units Weighted Average Fair Value No. of Long- Term Performance Stock Units Weighted Average Fair Value (in thousands) (in thousands) Long-term performance stock units, beginning of year 59 $ 37.16 23 $ 42.25 Changes during the year: Granted — $ — 36 $ 33.91 Vested and settled — $ — — $ — Cancelled — $ — — $ — Long-term performance stock units, end of year 59 $ 37.16 59 $ 37.16 Year Ended No. of Long- Term Performance Stock Units Weighted Average Fair Value (in thousands) Long-term performance stock units, beginning of year — $ — Changes during the year: Granted 23 $ 42.25 Vested and settled — $ — Cancelled — $ — Long-term performance stock units, end of year 23 $ 42.25 Transactions involving our performance awards during the twelve months ended December 31, 2016 , the seven months ended December 31, 2016 , and the years ended May 31, 2015 , and 2014 are summarized below: Twelve Months Ended Seven Months Ended No. of Performance Awards Weighted Average Fair Value No. of Performance Awards Weighted Average Fair Value (in thousands) (in thousands) Performance awards, beginning of year 13 $ 35.15 28 $ 32.86 Changes during the year: Granted — $ — — $ — Vested and settled (13 ) $ 35.15 (15 ) $ 30.82 Cancelled — $ — — $ — Performance awards, end of year — $ — 13 $ 35.15 Year Ended Year Ended No. of Performance Awards Weighted Average Fair Value No. of Performance Awards Weighted Average Fair Value (in thousands) (in thousands) Performance awards, beginning of year 50 $ 30.63 57 $ 25.47 Changes during the year: Granted — $ — 17 $ 36.40 Vested and settled (22 ) $ 27.66 (24 ) $ 22.65 Cancelled — $ — — $ — Performance awards, end of year 28 $ 32.86 50 $ 30.63 |
Summary of Transactions Involving Stock Options | Transactions involving our stock options during the twelve months ended December 31, 2016 , the seven months ended December 31, 2015 , and the years ended May 31, 2015 , and 2014 are summarized below: Twelve Months Ended Seven Months Ended No. of Options Weighted Average Exercise Price No. of Options Weighted Average Exercise Price (in thousands) (in thousands) Shares under option, beginning of year 376 $ 25.71 490 $ 24.80 Changes during the year: Granted — $ — — $ — Assumed - Furmanite Acquisition 132 $ 33.20 — $ — Exercised (251 ) $ 23.50 (109 ) $ 21.41 Cancelled (50 ) $ 35.00 — $ — Expired (4 ) $ 44.62 (5 ) $ 30.33 Shares under option, end of year 203 $ 30.63 376 $ 25.71 Exercisable at end of year 203 $ 30.63 376 $ 25.71 Year Ended Year Ended No. of Options Weighted Average Exercise Price No. of Options Weighted Average Exercise Price (in thousands) (in thousands) Shares under option, beginning of year 816 $ 19.61 1,052 $ 20.24 Changes during the year: Granted — $ — — $ — Exercised (326 ) $ 11.79 (232 ) $ 22.69 Cancelled — $ — — $ — Expired — $ — (4 ) $ 6.96 Shares under option, end of year 490 $ 24.80 816 $ 19.61 Exercisable at end of year 490 $ 24.80 816 $ 19.61 |
Total Options Outstanding, Range of Exercise Prices and Remaining Contractual Lives | Options exercisable at December 31, 2016 had a weighted-average remaining contractual life of 2.7 years . For total options outstanding at December 31, 2016 , the range of exercise prices and remaining contractual lives are as follows: Range of Prices No. of Options Weighted Average Exercise Price Weighted Average Remaining Life (in thousands) (in years) $20.19 to $30.28 44 $ 25.80 1.9 $30.28 to $40.38 152 $ 31.08 2.7 $40.38 to $50.47 7 $ 50.47 7.4 203 $ 30.63 2.7 |
EMPLOYEE BENEFIT PLANS EMPLOYEE
EMPLOYEE BENEFIT PLANS EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Benefit Costs | Net pension cost included the following components (in thousands): Twelve Months Ended December 31, 2016 1 Service cost $ 79 Interest cost 2,504 Expected return on plan assets (2,577 ) Net periodic pension cost $ 6 ______________ 1 Reflects net pension cost from the date of the Furmanite acquisition. |
Schedule of Assumptions Used | The weighted average assumptions used to determine benefit obligations at December 31, 2016 and February 29, 2016, the date of the Furmanite acquisition, are as follows: December 31, 2016 February 29, 2016 Discount rate 2.7 % 4.0 % Rate of compensation increase 1 Not applicable Not applicable Inflation 3.3 % 2.8 % ______________ 1 Not applicable due to plan curtailment. The weighted average assumptions used to determine net periodic benefit cost for the twelve months ended December 31, 2016 are as follows: Twelve Months Ended December 31, 2016 Discount rate 4.0 % Expected long-term return on plan assets 4.9 % Rate of compensation increase 1 Not applicable Inflation 2.8 % _______________ 1 Not applicable due to plan curtailment. |
Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets | The following table sets forth the changes in the benefit obligation and plan assets for the twelve months ended December 31, 2016 (in thousands): December 31, 2016 Projected benefit obligation: Beginning of year $ — Acquisition of Furmanite 80,410 Service cost 79 Interest cost 2,504 Actuarial loss 18,233 Benefits paid (2,804 ) Foreign currency translation adjustment and other (9,216 ) End of year 89,206 Fair value of plan assets: Beginning of year — Acquisition of Furmanite 66,901 Actual gain on plan assets 10,222 Employer contributions 1,182 Benefits paid (2,804 ) Foreign currency translation adjustment and other (7,534 ) End of year 67,967 Excess projected obligation under (over) fair value of plan assets at end of year $ (21,239 ) Amounts recognized in accumulated other comprehensive loss: Net actuarial loss $ 10,518 |
Schedule of Expected Benefit Payments | At December 31, 2016, expected future benefit payments are as follows for the years ended December 31, (in thousands): 2017 $ 2,689 2018 2,681 2019 3,119 2020 3,742 2021 3,738 2022-2026 21,413 Total $ 37,382 |
Schedule of Allocation of Plan Assets | The following table summarizes the plan assets of the U.K. Plan measured at fair value on a recurring basis (at least annually) as of December 31, 2016 (in thousands): Asset Category Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) (a) Significant Unobservable Inputs (Level 3) (a) Cash $ 744 $ 744 $ — $ — Equity securities: U.K. equity (b) 13,927 — 13,927 — U.S. equity index (c) 3,453 — 3,453 — European equity index (d) 3,421 — 3,421 — Pacific rim equity index (e) 2,645 — 2,645 — Japanese equity index (f) 2,185 — 2,185 — Emerging markets equity index (g) 2,014 — 2,014 — Diversified growth fund (h) 11,637 — 11,637 — Global absolute return fund (i) 5,821 — 5,821 — Fixed income securities: Cash fund (j) 7,921 — 7,921 — U.K. government fixed income securities (k) 5,454 — 5,454 — U.K. government index-linked securities (l) 7,825 — 7,825 — Total as of December 31, 2016 $ 67,047 $ 744 $ 66,303 $ — ______________________________ a) The net asset value of the commingled equity and fixed income funds are determined by prices of the underlying securities, less the funds’ liabilities, and then divided by the number of shares outstanding. As the funds are not traded in active markets, the commingled funds are classified as Level 2 or Level 3 assets. The net asset value is corroborated by observable market data (e.g., purchase or sale activities) for Level 2 assets. b) This category includes investments in U.K. companies and aims to achieve a return that is consistent with the return of the FTSE All-Share Index. c) This category includes investments in a variety of large and small U.S. companies and aims to achieve a return that is consistent with the return of the FTSE All-World USA Index. d) This category includes investments in a variety of large and small European companies and aims to achieve a return that is consistent with the return of the FTSE All-World Developed Europe ex-U.K. Index. e) This category includes investments in a variety of large and small companies across the Australian, Hong Kong, New Zealand and Singapore markets and aims to achieve a return that is consistent with the return of the FTSE-All-World Developed Asia Pacific ex-Japan Index. f) This category includes investments in a variety of large and small Japanese companies and aims to achieve a return that is consistent with the return of the FTSE All-World Japan Index. g) This category includes investments in companies in the Emerging Markets to achieve a return that is consistent with the return of the IFC Investable Index ex-Malaysia. h) This category includes investments in a diversified portfolio of equity, bonds, alternatives and cash markets and aims to achieve a return that is consistent with the return of the Libor GBP 3 month + 3% Index. i) This category includes investments in a diversified portfolio of equity and bonds combined with investment strategies based on advanced derivative techniques and aims to achieve a return over rolling three-year periods equivalent to cash plus 5% per year, gross of fees. j) This category includes investments in British pound sterling-denominated money market instruments and fixed-income securities issued by governments, corporations or other issuers which may be listed or traded on a recognized market. k) This category includes investments in funds with the objective to provide a leveraged return to U.K. government fixed income securities (gilts) that have maturity dates in 2040 and 2052. l) This category includes investments in funds with the objective to provide a leveraged return to various U.K. government indexed-linked securities (gilts), with maturity periods ranging from 2022 to 2062. The funds invest in U.K. government bonds and derivatives. The following table sets forth the weighted average asset allocation and target asset allocations as of December 31, 2016 by asset category: Asset Allocations Target Asset Allocations Equity securities and diversified growth funds 1 67.3 % 65.0 % Debt securities 2 31.6 % 35.0 % Other 1.1 % — % Total 100.0 % 100.0 % ______________________________ 1 Diversified growth funds refer to actively managed absolute return funds that hold a combination of equity and debt securities. 2 Includes investments in funds with the objective to provide leveraged returns to U.K. government fixed income securities and U.K. government indexed-linked securities. |
ENTITY WIDE DISCLOSURES (Tables
ENTITY WIDE DISCLOSURES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Data for our Three Operating Segments | Segment data for our three operating segments are as follows (in thousands): Twelve Months Ended Seven Months Ended Twelve Months Ended 2016 2015 2015 2014 Revenues: TeamQualspec $ 589,478 $ 351,949 $ 467,099 $ 408,259 TeamFurmanite 539,627 178,238 300,456 275,322 Quest Integrity 67,591 41,531 74,492 65,946 Total $ 1,196,696 $ 571,718 $ 842,047 $ 749,527 Twelve Months Ended Seven Months Ended Twelve Months Ended 2016 2015 2015 2014 Operating income (loss): TeamQualspec $ 43,367 $ 31,175 $ 60,198 $ 47,787 TeamFurmanite 27,283 14,335 28,713 26,177 Quest Integrity 4,780 5,491 13,196 9,260 Corporate and shared support services (78,548 ) (31,839 ) (33,642 ) (29,803 ) Total $ (3,118 ) $ 19,162 $ 68,465 $ 53,421 Twelve Months Ended Seven Months Ended Twelve Months Ended 2016 2015 2015 2014 Capital expenditures: TeamQualspec $ 8,803 $ 6,557 $ 10,276 $ 8,104 TeamFurmanite 15,077 5,656 4,916 6,114 Quest Integrity 2,007 1,993 2,961 4,366 Corporate and shared support services 19,956 11,596 10,616 14,432 Total $ 45,843 $ 25,802 $ 28,769 $ 33,016 Twelve Months Ended Seven Months Ended Twelve Months Ended 2016 2015 2015 2014 Depreciation and amortization: TeamQualspec $ 19,853 $ 10,568 $ 8,413 $ 7,953 TeamFurmanite 21,387 4,779 7,583 7,208 Quest Integrity 5,323 3,403 5,704 5,475 Corporate and shared support services 2,110 676 1,087 832 Total $ 48,673 $ 19,426 $ 22,787 $ 21,468 |
Geographic Breakdown of Revenues and Total Assets | A geographic breakdown of our revenues for the twelve months ended December 31, 2016 , for the seven months ended December 31, 2015 , and for the twelve months ended May 31, 2015 and 2014 and our total assets as of December 31, 2016 and 2015 are as follows (in thousands): Total Revenues 1 Total Assets Twelve months ended December 31, 2016 United States $ 889,967 $ 788,780 Canada 128,122 66,056 Europe 108,720 234,847 Other foreign countries 69,887 57,735 Total $ 1,196,696 $ 1,147,418 Seven months ended December 31, 2015 United States $ 448,508 $ 682,124 Canada 71,325 59,626 Europe 27,718 33,271 Other foreign countries 24,167 23,970 Total $ 571,718 $ 798,991 Twelve months ended May 31, 2015 United States $ 625,044 $ 399,173 Canada 132,573 68,043 Europe 47,524 34,612 Other foreign countries 36,906 22,005 Total $ 842,047 $ 523,833 Twelve months ended May 31, 2014 United States $ 540,967 $ 353,624 Canada 126,874 68,515 Europe 42,248 38,870 Other foreign countries 39,438 23,932 Total $ 749,527 $ 484,941 ______________ 1 Revenues attributable to individual countries/geographic areas are based on the country of domicile of the legal entity that performs the work. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Loss from Discontinued Operations, Net of tax | Loss from discontinued operations, net of income tax, from the date of the Furmanite acquisition, consists of the following (in thousands): Year Ended December 31, 2016 Revenues $ 46,771 Operating expenses 43,081 Gross margin 3,690 Selling, general and administrative expenses 1,939 Gain on disposal 7 Income from discontinued operations, before income tax 1,758 Less: Provision for income taxes 1,869 Loss from discontinued operations, net of income tax $ (111 ) |
ACCUMULATED OTHER COMPREHENSI44
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Income (Loss) Included Within Shareholders' Equity | A summary of changes in accumulated other comprehensive loss included within shareholders’ equity is as follows (in thousands): Twelve Months Ended Seven Months Ended Foreign Currency Translation Adjustments Foreign Currency Hedge Defined benefit pension plans Tax Provision Total Foreign Currency Translation Adjustments Foreign Currency Hedge Tax Provision Total Balance at beginning of year $ (28,124 ) $ 4,567 $ — $ 5,183 $ (18,374 ) $ (20,896 ) $ 4,466 $ 2,892 $ (13,538 ) Other comprehensive income (loss) before tax (3,849 ) 481 (10,518 ) 3,260 (10,626 ) (7,228 ) 101 2,291 (4,836 ) Balance at end of year $ (31,973 ) $ 5,048 $ (10,518 ) $ 8,443 $ (29,000 ) $ (28,124 ) $ 4,567 $ 5,183 $ (18,374 ) |
Related Tax Effects Allocated to Each Component of Accumulated Other Comprehensive Income | The following table represents the related tax effects allocated to each component of other comprehensive income (loss) (in thousands): Twelve Months Ended Seven Months Ended Gross Amount Tax Effect Net Amount Gross Amount Tax Effect Net Amount Foreign currency translation adjustments $ (3,849 ) $ 1,351 $ (2,498 ) $ (7,228 ) $ 2,330 $ (4,898 ) Foreign currency hedge 481 (181 ) 300 101 (39 ) 62 Defined benefit pension plans (10,518 ) 2,090 (8,428 ) — — — Total $ (13,886 ) $ 3,260 $ (10,626 ) $ (7,127 ) $ 2,291 $ (4,836 ) Twelve Months Ended Twelve Months Ended Gross Amount Tax Effect Net Amount Gross Amount Tax Effect Net Amount Foreign currency translation adjustments $ (15,822 ) $ 2,559 $ (13,263 ) $ (1,613 ) $ 1,213 $ (400 ) Foreign currency hedge 3,237 (904 ) 2,333 (775 ) 285 (490 ) Total $ (12,585 ) $ 1,655 $ (10,930 ) $ (2,388 ) $ 1,498 $ (890 ) |
TWELVE MONTHS ENDED DECEMBER 45
TWELVE MONTHS ENDED DECEMBER 31, 2015 AND SEVEN MONTHS ENDED DECEMBER 31, 2014 COMPARATIVE DATA (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Condensed Consolidated Statement of Income | The condensed consolidated statements of income for the twelve months ended December 31, 2015 and the seven months ended December 31, 2014 is as follows: (in thousands, except per share data) Twelve Months Ended Seven Months Ended 2015 2014 Revenues $ 926,356 $ 487,408 Operating expenses 655,465 337,977 Gross margin 270,891 149,431 Selling, general and administrative expenses 223,078 109,348 Loss on revaluation of contingent consideration 522 — Operating income 47,291 40,083 Interest expense, net 5,792 1,332 Foreign currency loss 1,125 1,197 Other expense, net 1,184 — Earnings from continuing operations before income taxes 39,190 37,554 Less: Provision for income taxes 13,744 13,622 Income from continuing operations 25,446 23,932 Income from discontinued operations, net of income tax — — Net income 25,446 23,932 Less: income attributable to noncontrolling interest 213 214 Net income available to Team shareholders $ 25,233 $ 23,718 Income from continuing operations per share and net income per share: Basic $ 1.21 $ 1.15 Income from continuing operations per share and net income per share: Diluted $ 1.18 $ 1.08 Weighted average shares outstanding: Basic 20,780 20,593 Diluted 21,378 21,907 |
QUARTERLY FINANCIAL DATA (Table
QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Selected Unaudited Quarterly Financial Data | The following is a summary of selected unaudited quarterly financial data for the years ended December 31, 2016 and 2015 (in thousands, except per share data): Year Ended December 31, 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Total Year Revenues $ 250,854 $ 336,440 $ 289,577 $ 319,825 $ 1,196,696 Operating income (loss) $ (7,380 ) $ 14,008 $ (4,043 ) $ (5,703 ) $ (3,118 ) Income (loss) from continuing operations $ (6,560 ) $ 6,970 $ (4,537 ) $ (8,438 ) $ (12,565 ) Net income (loss) available to Team shareholders $ (6,434 ) $ 7,356 $ (4,221 ) $ (9,377 ) $ (12,676 ) Basic earnings (loss) per share: Continuing operations $ (0.27 ) $ 0.24 $ (0.15 ) $ (0.29 ) $ (0.45 ) Net income (loss) $ (0.27 ) $ 0.25 $ (0.14 ) $ (0.32 ) $ (0.45 ) Diluted earnings (loss) per share: Continuing operations $ (0.27 ) $ 0.24 $ (0.15 ) $ (0.29 ) $ (0.45 ) Net income (loss) $ (0.27 ) $ 0.25 $ (0.14 ) $ (0.32 ) $ (0.45 ) Year Ended December 31, 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Total Year Revenues $ 192,407 $ 235,399 $ 243,552 $ 254,998 $ 926,356 Operating income $ 7,699 $ 22,034 $ 6,857 $ 10,701 $ 47,291 Income from continuing operations $ 3,366 $ 14,068 $ 2,547 $ 5,465 $ 25,446 Net income available to Team shareholders $ 3,306 $ 13,915 $ 2,547 $ 5,465 $ 25,233 Basic earnings per share: Continuing operations $ 0.16 $ 0.69 $ 0.13 $ 0.26 $ 1.21 Net income $ 0.16 $ 0.69 $ 0.13 $ 0.26 $ 1.21 Diluted earnings per share: Continuing operations $ 0.15 $ 0.65 $ 0.12 $ 0.26 $ 1.18 Net income $ 0.15 $ 0.65 $ 0.12 $ 0.26 $ 1.18 |
SUMMARY OF SIGNIFICANT ACCOUN47
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - Additional Information (Detail) | Dec. 01, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2016USD ($)employeecountrysegmentLocation | May 31, 2015USD ($)shares | May 31, 2014USD ($)shares | Dec. 01, 2015USD ($) | Jul. 07, 2015USD ($) | May 31, 2013USD ($) |
Significant Accounting Policies [Line Items] | ||||||||
Number of operating segments | segment | 3 | |||||||
Number of locations in which company operates | Location | 220 | |||||||
Number of countries in which company operates | country | 20 | |||||||
Number of employees | employee | 7,400 | |||||||
Cash in foreign subsidiaries | $ 14,000,000 | |||||||
Restricted cash | $ 5,000,000 | 0 | ||||||
Unbilled revenues | 47,098,000 | 39,719,000 | ||||||
Goodwill impairment | $ 0 | |||||||
Excess of Market capitalization over carrying value of net assets | $ 437,000,000 | $ 482,000,000 | ||||||
Excess of Market capitalization over carrying value of net assets, percentage | 80.00% | 141.00% | ||||||
Goodwill | 256,654,000 | 355,786,000 | $ 107,773,000 | |||||
Valuation allowance | 13,200,000 | |||||||
Deferred tax assets, gross | 16,811,000 | 67,707,000 | ||||||
Deferred tax liabilities | 25,084,000 | 125,126,000 | ||||||
Unrecognized tax benefits | $ 539,000 | 858,000 | $ 477,000 | $ 715,000 | $ 697,000 | |||
Workers compensation our self-insured retention | 1,000,000 | |||||||
Automobile liability self-insured retention | 500,000 | |||||||
General liability claims we have an effective self-insured retention | 3,000,000 | |||||||
Medical claims, our self-insured retention | 350,000 | |||||||
Environmental liability claims, our self-insured retention | 1,000,000 | |||||||
Antidilutive common stock excluded from the computation of diluted earnings per share (in shares) | shares | 0 | 0 | 0 | 0 | ||||
Foreign Subsidiaries | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Valuation allowance | 41,000,000 | |||||||
Qualspec Group | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Restricted cash | $ 5,000,000 | |||||||
Goodwill | $ 148,482,000 | |||||||
TeamFurmanite | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Goodwill | $ 19,874,000 | $ 109,059,000 | $ 17,466,000 |
SUMMARY OF SIGNIFICANT ACCOUN48
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 20 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 40 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 15 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 12 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 10 years |
Computers and computer software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Computers and computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 5 years |
Automobiles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Automobiles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN49
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - Schedule of Rollforward Goodwill (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 107,773 | $ 256,654 |
Acquisitions | 150,965 | 99,738 |
Foreign currency adjustments | (2,084) | (606) |
Balance at end of period | 256,654 | 355,786 |
TeamQualspec | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 60,737 | 207,497 |
Acquisitions | 148,482 | 5,955 |
Foreign currency adjustments | (1,722) | 23 |
Balance at end of period | 207,497 | 213,475 |
TeamFurmanite | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 17,466 | 19,874 |
Acquisitions | 2,483 | 89,646 |
Foreign currency adjustments | (75) | (461) |
Balance at end of period | 19,874 | 109,059 |
Quest Integrity | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 29,570 | 29,283 |
Acquisitions | 0 | 4,137 |
Foreign currency adjustments | (287) | (168) |
Balance at end of period | $ 29,283 | $ 33,252 |
SUMMARY OF SIGNIFICANT ACCOUN50
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - Amounts Used In Basic and Diluted Earnings Per Share (Detail) - shares shares in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | May 31, 2014 | |
Earnings Per Share [Abstract] | ||||||
Weighted-average number of basic shares outstanding (in shares) | 20,852 | 20,593 | 28,095 | 20,780 | 20,500 | 20,439 |
Stock options, stock units and performance awards (in shares) | 260 | 0 | 419 | 633 | ||
Conversion of non-controlling interest (in shares) | 313 | 0 | 732 | 213 | ||
Total shares and dilutive securities (in shares) | 21,425 | 21,907 | 28,095 | 21,378 | 21,651 | 21,285 |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Detail) $ in Thousands | Feb. 29, 2016USD ($)shares | Aug. 31, 2015USD ($)shares | Jul. 07, 2015USD ($) | Jun. 30, 2016USD ($) | Apr. 30, 2016USD ($)employee | Jun. 30, 2015USD ($) | Aug. 31, 2014USD ($) | Jul. 31, 2013USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | May 31, 2015USD ($) | May 31, 2014USD ($) | Nov. 30, 2010 |
Business Acquisition [Line Items] | |||||||||||||||
Goodwill | $ 256,654 | $ 355,786 | $ 256,654 | $ 107,773 | |||||||||||
Net income (loss) | 8,878 | $ 23,932 | (12,676) | 25,446 | 40,497 | $ 30,149 | |||||||||
Business acquisition, contingent consideration | $ 10,000 | ||||||||||||||
Loss (gain) on revaluation of contingent consideration | 522 | $ 0 | 2,184 | 522 | 0 | $ (2,138) | |||||||||
TeamQualspec | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Goodwill | 207,497 | 213,475 | 207,497 | $ 60,737 | |||||||||||
Furmanite | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Share conversion ratio from business combination | 0.215 | ||||||||||||||
Business acquisition, purchase price | $ 282,341 | ||||||||||||||
Intangible assets | 88,958 | ||||||||||||||
Goodwill | 89,646 | ||||||||||||||
Fair value of accounts receivables acquired | 65,900 | ||||||||||||||
Gross contractual amount | 88,000 | ||||||||||||||
Uncollectible amount | 7,900 | ||||||||||||||
Acquisition related costs | 6,700 | $ 3,000 | |||||||||||||
Revenues | 216,000 | ||||||||||||||
Net income (loss) | (6,400) | ||||||||||||||
Separately recognized acquisition costs expensed | 4,700 | ||||||||||||||
Cash payment to acquire business | $ 70,811 | ||||||||||||||
Number of shares estimated to be issued to acquire non-controlling interests | shares | 8,208,006 | ||||||||||||||
Furmanite | Discontinued Operations, Held-for-sale | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible assets | $ 1,600 | ||||||||||||||
Discontinued Operations, Cost to Sell | 1,100 | ||||||||||||||
Goodwill | 3,300 | ||||||||||||||
Fair value of accounts receivables acquired | 13,600 | ||||||||||||||
Furmanite | Customer relationships | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible assets | $ 69,800 | ||||||||||||||
Acquired intangible asset useful life | 12 years | ||||||||||||||
Furmanite | Trade names | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible assets | $ 16,900 | ||||||||||||||
Acquired intangible asset useful life | 12 years | ||||||||||||||
Furmanite | Developed Technology Rights | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible assets | $ 2,300 | ||||||||||||||
Acquired intangible asset useful life | 10 years | ||||||||||||||
Qualspec Group | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Business acquisition, purchase price | 255,500 | ||||||||||||||
Intangible assets | 78,100 | ||||||||||||||
Goodwill | 148,482 | ||||||||||||||
Fair value of accounts receivables acquired | 21,500 | ||||||||||||||
Gross contractual amount | 22,500 | ||||||||||||||
Uncollectible amount | $ 1,000 | ||||||||||||||
Revenues | 79,300 | ||||||||||||||
Net income (loss) | $ 2,700 | ||||||||||||||
Ownership percentage acquired | 100.00% | ||||||||||||||
Business acquisition, contingent consideration fair value | $ 5,800 | ||||||||||||||
Business acquisition, expected deductible goodwill recognized for tax purposes | 109,600 | ||||||||||||||
Qualspec Group | TeamQualspec | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Goodwill | 148,500 | ||||||||||||||
Qualspec Group | Customer relationships | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible assets | $ 75,200 | ||||||||||||||
Acquired intangible asset useful life | 15 years | ||||||||||||||
Qualspec Group | Non-compete agreements | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible assets | $ 1,600 | ||||||||||||||
Acquired intangible asset useful life | 5 years | ||||||||||||||
Qualspec Group | Trade names | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible assets | $ 1,300 | ||||||||||||||
Acquired intangible asset useful life | 1 year | ||||||||||||||
Quest Integrity | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Additional purchase percentage of acquiree | 95.00% | ||||||||||||||
Cash payment to acquire business | $ 5,900 | ||||||||||||||
Number of shares estimated to be issued to acquire non-controlling interests | shares | 728,266 | ||||||||||||||
Turbinate | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Business acquisition, purchase price | $ 8,000 | ||||||||||||||
QIS and TiaT | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Business acquisition, purchase price | $ 9,000 | ||||||||||||||
Number of employees added | employee | 65 | ||||||||||||||
DK Amans Valve | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Business acquisition, purchase price | $ 12,300 | ||||||||||||||
Business acquisition, contingent consideration | $ 1,800 | ||||||||||||||
Loss (gain) on revaluation of contingent consideration | $ 2,200 | ||||||||||||||
Business acquisition, contingent consideration thresholds period | 3 years | ||||||||||||||
Business acquisition, Contingent consideration based upon achievement of operating earnings thresholds | $ 4,000 | ||||||||||||||
Business acquisitions, cash acquired | $ 100 | ||||||||||||||
Valve Repair Company in the UK | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Business acquisition, purchase price | $ 3,100 | ||||||||||||||
Business acquisition, contingent consideration | 300 | ||||||||||||||
Business acquisitions, cash acquired | $ 200 | ||||||||||||||
Global Ascent, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Business acquisition, purchase price | $ 12,900 | ||||||||||||||
Business acquisition, contingent consideration | 1,900 | ||||||||||||||
Business acquisition, allocated to goodwill and intangible assets | $ 11,600 | ||||||||||||||
Business acquisition, contingent consideration thresholds period | 6 years | ||||||||||||||
Business acquisition, Contingent consideration based upon achievement of operating earnings thresholds | $ 4,000 | ||||||||||||||
Business acquisition, expected deductible goodwill recognized for tax purposes | 9,200 | ||||||||||||||
Business acquisition, net working capital | $ 1,300 |
ACQUISITIONS - Schedule of Cons
ACQUISITIONS - Schedule of Consideration Transferred (Details) - Furmanite $ in Thousands | Feb. 29, 2016USD ($) |
Business Acquisition [Line Items] | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 209,529 |
Business Combination, Consideration Transferred, Converted Share-based Payment Awards | 2,001 |
Cash payment to acquire business | 70,811 |
Business acquisition, purchase price | $ 282,341 |
ACQUISITIONS - Summary of Purch
ACQUISITIONS - Summary of Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | Jul. 07, 2015 | May 31, 2015 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 355,786 | $ 256,654 | $ 107,773 | ||
Qualspec Group | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 3,981 | ||||
Accounts receivable | 21,495 | ||||
Current deferred tax assets | 279 | ||||
Prepaid expenses and other current assets | 1,049 | ||||
Property, plant and equipment | 15,472 | ||||
Intangible assets | 78,100 | ||||
Goodwill | 148,482 | ||||
Other non-current assets | 138 | ||||
Total assets acquired | 268,996 | ||||
Accounts payable | 2,892 | ||||
Other accrued liabilities | 7,581 | ||||
Non-current deferred tax liabilities | 2,982 | ||||
Total liabilities assumed | 13,455 | ||||
Net assets acquired | $ 255,541 | ||||
Furmanite | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 37,734 | ||||
Accounts receivable | 65,925 | ||||
Inventory | 25,847 | ||||
Current deferred tax assets | 19,857 | ||||
Prepaid expenses and other current assets | 23,044 | ||||
Current assets of discontinued operations | 18,623 | ||||
Property, plant and equipment | 63,259 | ||||
Intangible assets | 88,958 | ||||
Goodwill | 89,646 | ||||
Other non-current assets | 687 | ||||
Non-current deferred tax assets | 2,542 | ||||
Total assets acquired | 436,122 | ||||
Accounts payable | 12,359 | ||||
Other accrued liabilities | 33,127 | ||||
Income taxes payable | 229 | ||||
Current liabilities of discontinued operations | 1,434 | ||||
Non-current deferred tax liabilities | 91,431 | ||||
Defined benefit pension liability | 13,509 | ||||
Other long-term liabilities | 1,692 | ||||
Total liabilities assumed | 153,781 | ||||
Net assets acquired | $ 282,341 |
ACQUISITIONS - Summary of Unaud
ACQUISITIONS - Summary of Unaudited Pro Forma Consolidated Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | May 31, 2015 | |
Furmanite | |||
Business Acquisition [Line Items] | |||
Revenues | $ 787,914 | $ 1,240,466 | |
Income (loss) from continuing operations attributable to Team shareholders | $ 15,979 | $ (7,497) | |
Earnings per share: Basic | $ 0.55 | $ (0.25) | |
Earnings per share: Diluted | $ 0.54 | $ (0.25) | |
Qualspec Group | |||
Business Acquisition [Line Items] | |||
Revenues | $ 589,553 | $ 1,011,829 | |
Business Acquisition, Pro Forma Net Income (Loss) | $ 9,215 | $ 41,597 | |
Earnings per share: Basic | $ 0.44 | $ 2.03 | |
Earnings per share: Diluted | $ 0.43 | $ 1.92 |
RECEIVABLES - Summary of Accoun
RECEIVABLES - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | May 31, 2014 | May 31, 2013 |
Receivables [Abstract] | |||||
Trade accounts receivable | $ 230,889 | $ 170,774 | |||
Unbilled revenues | 39,719 | 47,098 | |||
Allowance for doubtful accounts | (7,835) | (3,548) | $ (2,775) | $ (4,784) | $ (5,438) |
Total | $ 262,773 | $ 214,324 |
RECEIVABLES - Summary of Activi
RECEIVABLES - Summary of Activity in Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | May 31, 2015 | May 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Balance at beginning of period | $ 2,775 | $ 3,548 | $ 4,784 | $ 5,438 |
Provision for doubtful accounts | 1,819 | 6,336 | 233 | 2,140 |
Write-off of bad debts | (1,046) | (2,049) | (2,242) | (2,794) |
Balance at end of period | $ 3,548 | $ 7,835 | $ 2,775 | $ 4,784 |
INVENTORY (Detail)
INVENTORY (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 6,844 | $ 3,167 |
Work in progress | 2,713 | 1,018 |
Finished goods | 40,014 | 23,751 |
Total | $ 49,571 | $ 27,936 |
PROPERTY, PLANT AND EQUIPMENT58
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 366,198 | $ 257,722 |
Accumulated depreciation and amortization | (163,068) | (132,739) |
Property, plant and equipment, net | 203,130 | 124,983 |
Capitalized software | 44,900 | |
Capitalized interest costs | 1,400 | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 7,429 | 3,124 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 42,257 | 29,690 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 233,063 | 174,222 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 8,431 | 6,561 |
Capitalized ERP system development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 44,876 | 25,606 |
Computers and computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 11,775 | 8,062 |
Automobiles | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 5,370 | 5,280 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 12,997 | $ 5,177 |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 213,413 | $ 120,280 |
Accumulated Amortization | (37,309) | (21,161) |
Net Carrying Amount | 176,104 | 99,119 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 174,742 | 103,288 |
Accumulated Amortization | (25,508) | (12,995) |
Net Carrying Amount | 149,234 | 90,293 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,397 | 4,898 |
Accumulated Amortization | (3,896) | (3,468) |
Net Carrying Amount | 1,501 | 1,430 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 24,624 | 6,299 |
Accumulated Amortization | (4,216) | (1,940) |
Net Carrying Amount | 20,408 | 4,359 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,812 | 5,112 |
Accumulated Amortization | (3,364) | (2,541) |
Net Carrying Amount | 4,448 | 2,571 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 838 | 683 |
Accumulated Amortization | (325) | (217) |
Net Carrying Amount | $ 513 | $ 466 |
INTANGIBLE ASSETS - Additional
INTANGIBLE ASSETS - Additional Information (Detail) - USD ($) $ in Millions | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | May 31, 2015 | May 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 5.5 | $ 16.1 | $ 3.8 | $ 3.7 |
Finite-Lived Intangible Assets, Amortization Expense, 2017 | 16 | |||
Finite-Lived Intangible Assets, Amortization Expense, 2018 | 16 | |||
Finite-Lived Intangible Assets, Amortization Expense, 2019 | 16 | |||
Finite-Lived Intangible Assets, Amortization Expense, 2020 | 15 | |||
Finite-Lived Intangible Assets, Amortization Expense, 2021 | $ 15 | |||
Intangible assets, Estimated weighted average useful life | 13 years 2 months 18 days | |||
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Estimated weighted average useful life | 13 years 6 months | |||
Non-compete agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Estimated weighted average useful life | 4 years 6 months | |||
Trade names | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Estimated weighted average useful life | 12 years 6 months | |||
Technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Estimated weighted average useful life | 9 years 6 months | |||
Licenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Estimated weighted average useful life | 8 years 9 months 18 days |
OTHER ACCRUED LIABILITIES (Deta
OTHER ACCRUED LIABILITIES (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Payroll and other compensation expenses | $ 38,214 | $ 21,879 |
Insurance accruals | 13,896 | 7,008 |
Property, sales and other non-income related taxes | 5,599 | 3,058 |
Lease commitments | 2,119 | 1,721 |
Deferred revenue | 3,433 | 1,355 |
Accrued commission | 1,355 | 1,159 |
Accrued interest | 603 | 984 |
Volume discount | 1,067 | 1,280 |
Contingent consideration | 2,103 | 3,638 |
Other | 11,515 | 7,714 |
Total | $ 79,904 | $ 49,796 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | May 31, 2014 | |
Income Tax [Line Items] | ||||||
Effective tax rate | 34.00% | 20.00% | 36.00% | 35.00% | ||
Provision for income taxes | $ 4,573 | $ 13,622 | $ (3,093) | $ 13,744 | $ 22,793 | $ 16,236 |
US Federal income tax rate | 35.00% | |||||
Valuation allowance | 13,200 | |||||
Deferred tax asset, operating loss carryforward, foreign | 41,000 | |||||
Undistributed earnings of foreign operations | 16,400 | |||||
Liabilities for uncertain tax positions | 900 | |||||
Liabilities for uncertain tax positions settled in next twelve months | $ 400 | |||||
Bonus depreciation rate | 50.00% | |||||
Decrease in cash taxes due to increase in depreciation | $ 1,700 | $ 3,900 | ||||
Decrease in income tax expense | $ 400 | 800 | ||||
Foreign Tax | ||||||
Income Tax [Line Items] | ||||||
Net operating loss carryforwards | 4,300 | |||||
Operating loss carryforwards, not subject to expiration | 3,400 | |||||
US federal income tax | ||||||
Income Tax [Line Items] | ||||||
Net operating loss carryforwards | 30,700 | |||||
Tax credit carryforward | $ 1,200 |
INCOME TAXES - Components of Ta
INCOME TAXES - Components of Tax Provision (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | May 31, 2014 | |
Current | ||||||
U.S. Federal | $ (4) | $ (2,048) | $ 17,183 | $ 11,933 | ||
State & local | 90 | (1,338) | 2,634 | 1,759 | ||
Foreign jurisdictions | 2,128 | 4,529 | 3,598 | 3,573 | ||
Total current, provision for income tax | 2,214 | 1,143 | 23,415 | 17,265 | ||
Deferred | ||||||
U.S. Federal | 1,667 | (5,262) | 606 | 358 | ||
State & local | 187 | 206 | (141) | 319 | ||
Foreign jurisdictions | 505 | 820 | (1,087) | (1,706) | ||
Total deferred, provision for income tax | 2,359 | (4,236) | (622) | (1,029) | ||
Total | ||||||
U.S. Federal | 1,663 | (7,310) | 17,789 | 12,291 | ||
State & local | 277 | (1,132) | 2,493 | 2,078 | ||
Foreign jurisdictions | 2,633 | 5,349 | 2,511 | 1,867 | ||
Total provision (benefit) for income tax on continuing operations | $ 4,573 | $ 13,622 | $ (3,093) | $ 13,744 | $ 22,793 | $ 16,236 |
INCOME TAXES - Components of Pr
INCOME TAXES - Components of Pre-Tax Income (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | May 31, 2014 | |
Income Tax Disclosure [Abstract] | ||||||
Domestic | $ 6,627 | $ (25,488) | $ 51,784 | $ 38,214 | ||
Foreign | 6,824 | 9,830 | 11,506 | 8,171 | ||
Earnings (loss) from continuing operations before income taxes | $ 13,451 | $ 37,554 | $ (15,658) | $ 39,190 | $ 63,290 | $ 46,385 |
INCOME TAXES - Income Tax Rate
INCOME TAXES - Income Tax Rate Reconciliation (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | May 31, 2014 | |
Income Tax Disclosure [Abstract] | ||||||
Pre-tax income (loss) from continuing operations | $ 13,451 | $ 37,554 | $ (15,658) | $ 39,190 | $ 63,290 | $ 46,385 |
Computed income taxes at statutory rate | 4,710 | (5,481) | 22,153 | 16,235 | ||
State income taxes, net of federal benefit | 258 | (713) | 1,670 | 1,505 | ||
Foreign tax rate differential | (648) | (707) | (1,318) | (1,004) | ||
Production activity deduction | (10) | 0 | (136) | (174) | ||
Deferred taxes on investment in foreign subsidiaries | (335) | 1,777 | 819 | (1,133) | ||
Non-deductible expenses | 335 | 871 | 513 | 510 | ||
Foreign tax credits | (19) | (2,302) | (11) | (1,942) | ||
Other tax credits | (446) | (1,033) | (223) | (244) | ||
Dividend from foreign subsidiaries | 0 | 2,021 | 0 | 2,062 | ||
Valuation allowance | 771 | 1,986 | (394) | 414 | ||
Other | (43) | 488 | (280) | 7 | ||
Total provision (benefit) for income tax on continuing operations | $ 4,573 | $ 13,622 | $ (3,093) | $ 13,744 | $ 22,793 | $ 16,236 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Accrued compensation and benefits | $ 12,559 | $ 4,023 |
Receivables | 3,856 | 739 |
Inventory | 3,539 | 552 |
Stock options | 1,526 | 2,241 |
Foreign currency translation and other equity adjustments | 6,359 | 5,189 |
Other accrued liabilities | 5,811 | 1,473 |
Tax credit carry forward | 4,769 | 0 |
Net operating loss carry forwards | 25,061 | 1,420 |
Other | 4,227 | 1,174 |
Deferred tax assets | 67,707 | 16,811 |
Less: Valuation allowance | (13,168) | (857) |
Deferred tax assets, net | 54,539 | 15,954 |
Deferred tax liabilities: | ||
Property, plant and equipment | (28,700) | (11,840) |
Goodwill and intangible costs | (43,737) | (10,496) |
Unremitted earnings of foreign subsidiaries | (51,087) | (1,669) |
Prepaids | (775) | (580) |
Other | (827) | (499) |
Deferred tax liabilities | (125,126) | (25,084) |
Net deferred tax liability | $ (70,587) | $ (9,130) |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | May 31, 2015 | May 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Balance at beginning of year | $ 477 | $ 539 | $ 715 | $ 697 |
Acquisition of Furmanite uncertain tax positions | 0 | 660 | 0 | 0 |
Additions based on current year tax positions | 0 | 464 | 0 | 0 |
Additions based on tax positions related to prior years | 62 | 96 | 68 | 110 |
Reductions based on tax positions related to prior years | 0 | (564) | (306) | 0 |
Settlements | 0 | (337) | 0 | 0 |
Reductions resulting from a lapse of the applicable statute of limitations | 0 | 0 | 0 | (92) |
Balance at end of year | $ 539 | $ 858 | $ 477 | $ 715 |
LONG-TERM DEBT, DERIVATIVES A68
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT - Additional Information (Detail) € in Millions | 12 Months Ended | ||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016EUR (€) | Dec. 31, 2015USD ($) | May 31, 2015USD ($) | May 31, 2014USD ($) | May 31, 2013USD ($) | |
Line of Credit Facility [Line Items] | |||||||||
Cash on hand | $ 46,216,000 | $ 44,825,000 | $ 33,211,000 | $ 34,656,000 | $ 34,201,000 | ||||
Leverage ratio | 4.19 | ||||||||
Net investment hedge | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowing under credit facility | $ 13,000,000 | € 12.3 | |||||||
Standby Letters of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Outstanding letter of credit | 21,600,000 | $ 13,200,000 | |||||||
New Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowing capacity | $ 600,000,000 | ||||||||
Commitment fees on unused borrowing capacity | 0.40% | ||||||||
Credit Facility, Covenant Terms | The Credit Facility also contains financial covenants, which were amended in August 2016 pursuant to the third amendment to the Credit Facility. The covenants, as amended, require the Company to maintain as of the end of each fiscal quarter (i) a maximum ratio of consolidated funded debt to consolidated EBITDA (the “Total Leverage Ratio”, as defined in the Credit Facility agreement) of not more than 4.50 to 1.00 as of December 31, 2016, not more than 4.25 to 1.00 as of March 31, 2017 and June 30, 2017, not more than 3.75 to 1.00 as of September 30, 2017 and thereafter the maximum ratio decreases by 0.25 to 1.00 every quarter until it reaches 3.00 to 1.00, (ii) a maximum ratio of senior secured debt to consolidated EBITDA of not more than 3.00 to 1.00 and (iii) an interest coverage ratio of less than 3.00 to 1.00. | ||||||||
Maximum ratio of consolidated funded debt to consolidated EBITDA | 4.50 | 4.50 | |||||||
Decrease in ratio of consolidated funded debt to consolidated EBITDA | 0.25 | ||||||||
Maximum ratio of senior secured debt to consolidated EBITDA | 3 | 3 | |||||||
Minimum interest coverage ratio | 3 | 3 | |||||||
Available borrowing capacity | $ 29,000,000 | ||||||||
Cash on hand | 46,200,000 | ||||||||
Debt issuance costs | 3,000,000 | ||||||||
Swing line facility | $ 35,000,000 | ||||||||
New Credit Facility | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 2.25% | ||||||||
New Credit Facility | Five-year revolving loan facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowing capacity | $ 400,000,000 | ||||||||
Debt instrument term | 5 years | ||||||||
New Credit Facility | Five-year term loan facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowing capacity | $ 200,000,000 | ||||||||
Debt instrument term | 5 years | ||||||||
Forecasted | New Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum ratio of consolidated funded debt to consolidated EBITDA | 3.75 | 4.25 | 4.25 |
LONG-TERM DEBT, DERIVATIVES A69
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT - Schedule of Future Maturities of Long-term Debt (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Maturities of Long-term Debt [Abstract] | |
2,017 | $ 20,000 |
2,018 | 20,000 |
2,019 | 20,000 |
2,020 | 306,911 |
2,021 | 0 |
Thereafter | 0 |
Total | $ 366,911 |
LONG-TERM DEBT, DERIVATIVES A70
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT - Amounts Recognized in Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | May 31, 2015 | May 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) Recognized in Other Comprehensive Income (Loss) | $ 101 | $ 481 | $ 3,237 | $ (775) |
Net investment hedge | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) Recognized in Other Comprehensive Income (Loss) | 101 | 481 | 3,237 | (775) |
Gain (Loss) Reclassified from Other Comprehensive Income (Loss) to Earnings (Loss) | $ 0 | $ 0 | $ 0 | $ 0 |
LONG-TERM DEBT, DERIVATIVES A71
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT - Fair Value and Balance Sheet Classification (Detail) - Long-term debt - Designated as Hedging Instrument - Net investment hedge - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 5,048 | |
Fair Value | $ (4,567) |
LONG-TERM DEBT, DERIVATIVES A72
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT - Operating Leases (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | May 31, 2015 | May 31, 2014 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||||
2,017 | $ 32,418 | |||
2,018 | 25,200 | |||
2,019 | 17,447 | |||
2,020 | 10,941 | |||
2,021 | 7,825 | |||
Thereafter | 16,295 | |||
Total | 110,126 | |||
Total rent expense from operating leases | $ 18,800 | $ 40,000 | $ 29,500 | $ 26,200 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Detail) - USD ($) | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | May 31, 2015 | May 31, 2014 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||||
Transfer of Liability from Level 1 to Level 2 | $ 0 | $ 0 | $ 0 | |
Transfer of Liability from Level 2 to Level 1 | $ 0 | 0 | 0 | |
Transfer of Liability out of Level 3 measurement | 5,800,000 | 0 | ||
Transfer of Liability in to Level 3 measurement | $ 5,800,000 | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Measu
FAIR VALUE MEASUREMENTS - Measured on Recurring Basis (Detail) - Recurring - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net liabilities | $ 3,739 | $ 3,638 |
Derivative | Net investment hedge | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net liabilities | (5,048) | (4,567) |
Quoted Prices in Active Markets for Identical Items (Level 1) | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Items (Level 1) | Derivative | Net investment hedge | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Derivative | Net investment hedge | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net liabilities | (5,048) | (4,567) |
Significant Unobservable Inputs (Level 3) | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net liabilities | 3,739 | 3,638 |
Significant Unobservable Inputs (Level 3) | Derivative | Net investment hedge | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net liabilities | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Contingent Consideration (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | May 31, 2014 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Revaluation | $ 522 | $ 0 | $ 2,184 | $ 522 | $ 0 | $ (2,138) |
Contingent Consideration | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 1,407 | 3,638 | ||||
Accretion of liability | 139 | 366 | ||||
Foreign currency effects | 0 | 80 | ||||
Payment | (230) | (4,000) | ||||
Revaluation | (5,256) | 2,184 | ||||
Acquisitions | 7,578 | 1,471 | ||||
Ending balance | $ 3,638 | $ 3,739 | $ 3,638 | $ 1,407 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional Information (Detail) | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)shares | May 31, 2015USD ($) | May 31, 2014USD ($) | Sep. 30, 2016shares | Feb. 29, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards outstanding to officers, directors and key employees | shares | 800,000 | |||||
Total number of shares cumulatively authorized to be issued under our stock incentive plans | shares | 2,000,000 | |||||
Share-based compensation | $ 3,500,000 | $ 7,300,000 | $ 4,800,000 | $ 4,200,000 | ||
Employee service share-based compensation, nonvested awards, compensation not yet recognized, share-based awards other than options | $ 16,700,000 | |||||
Remaining weighted-average period | 3 years | |||||
Tax effect of share-based payment arrangements | 374,000 | $ (535,000) | 3,034,000 | 1,131,000 | ||
Weighted-average remaining contractual life of options exercisable | 2 years 8 months | |||||
Stock and Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation | 3,000,000 | $ 7,200,000 | 4,100,000 | 3,700,000 | ||
Award vesting period | 4 years | |||||
Long Term Performance Stock Unit Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation | 300,000 | $ (400,000) | 200,000 | |||
Performance Period | 3 years | |||||
Service Period | 3 years | |||||
Settlement period | 20 days | |||||
Long Term Performance Stock Unit Awards | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Possible payouts | 0.00% | |||||
Long Term Performance Stock Unit Awards | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Possible payouts | 300.00% | |||||
Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation | 500,000 | $ 300,000 | 600,000 | 600,000 | ||
Award vesting period | 4 years | |||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation | $ 0 | $ 200,000 | $ 0 | $ 0 | ||
Award vesting period | 4 years | |||||
Stock option year term | 10 years | |||||
Furmanite | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share conversion ratio from business combination | 0.215 |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock Units and Director Stock Grants (Detail) - $ / shares shares in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | May 31, 2015 | May 31, 2014 | |
Weighted Average Fair Value | ||||
Assumed - Furmanite Acquisition (in USD per share) | $ 0 | $ 33.20 | ||
Stock and Stock Units | ||||
No. of Stock Units | ||||
Beginning of year (in shares) | 304 | 371 | 310 | 329 |
Granted (in shares) | 197 | 322 | 156 | 136 |
Assumed - Furmanite Acquisition (in shares) | 0 | 40 | ||
Vested and settled (in shares) | (126) | (180) | (133) | (139) |
Cancelled (in shares) | (4) | (18) | (29) | (16) |
End of year (in shares) | 371 | 535 | 304 | 310 |
Weighted Average Fair Value | ||||
Beginning of year (in USD per share) | $ 36.23 | $ 36.26 | $ 31.42 | $ 26.07 |
Granted (in USD per share) | 35.14 | 34.23 | 39.51 | 36.70 |
Assumed - Furmanite Acquisition (in USD per share) | 0 | 25.63 | ||
Vested and settled (in USD per share) | 34.43 | 34.19 | 29.23 | 24.32 |
Cancelled (in USD per share) | 39.27 | 30.75 | 34.12 | 28.01 |
Stock and stock units, end of year (in USD per share) | $ 36.26 | $ 35.11 | $ 36.23 | $ 31.42 |
SHARE-BASED COMPENSATION - Perf
SHARE-BASED COMPENSATION - Performance Awards (Detail) - $ / shares shares in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | May 31, 2015 | May 31, 2014 | |
Long Term Performance Stock Unit Awards | ||||
No. of Stock Units | ||||
Beginning of year (in shares) | 23 | 59 | 0 | |
Granted (in shares) | 36 | 0 | 23 | |
Vested and settled (in shares) | 0 | 0 | 0 | |
Cancelled (in shares) | 0 | 0 | 0 | |
End of year (in shares) | 59 | 59 | 23 | 0 |
Weighted Average Fair Value | ||||
Beginning of year (in USD per share) | $ 42.25 | $ 37.16 | $ 0 | |
Granted (in USD per share) | 33.91 | 0 | 42.25 | |
Vested and settled (in USD per share) | 0 | 0 | 0 | |
Cancelled (in USD per share) | 0 | 0 | 0 | |
Stock and stock units, end of year (in USD per share) | $ 37.16 | $ 37.16 | $ 42.25 | $ 0 |
Performance Shares | ||||
No. of Stock Units | ||||
Beginning of year (in shares) | 28 | 13 | 50 | 57 |
Granted (in shares) | 0 | 0 | 0 | 17 |
Vested and settled (in shares) | (15) | (13) | (22) | (24) |
Cancelled (in shares) | 0 | 0 | 0 | 0 |
End of year (in shares) | 13 | 0 | 28 | 50 |
Weighted Average Fair Value | ||||
Beginning of year (in USD per share) | $ 32.86 | $ 35.15 | $ 30.63 | $ 25.47 |
Granted (in USD per share) | 0 | 0 | 0 | 36.40 |
Vested and settled (in USD per share) | 30.82 | 35.15 | 27.66 | 22.65 |
Cancelled (in USD per share) | 0 | 0 | 0 | 0 |
Stock and stock units, end of year (in USD per share) | $ 35.15 | $ 0 | $ 32.86 | $ 30.63 |
SHARE-BASED COMPENSATION - St79
SHARE-BASED COMPENSATION - Stock Options (Detail) - $ / shares shares in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | May 31, 2015 | May 31, 2014 | |
No. of Options | ||||
Shares under option, beginning of year (in shares) | 490 | 376 | 816 | 1,052 |
Granted (in shares) | 0 | 0 | 0 | 0 |
Assumed - Furmanite Acquisition (in shares) | 0 | 132 | ||
Exercised (in shares) | (109) | (251) | (326) | (232) |
Cancelled (in shares) | 0 | (50) | 0 | 0 |
Expired (in shares) | (5) | (4) | 0 | (4) |
Shares under option, end of year (in shares) | 376 | 203 | 490 | 816 |
Exercisable at end of year (in shares) | 376 | 203 | 490 | 816 |
Weighted Average Exercise Price | ||||
Shares under option, beginning of year (in USD per share) | $ 24.80 | $ 25.71 | $ 19.61 | $ 20.24 |
Granted (in USD per share) | 0 | 0 | 0 | 0 |
Assumed - Furmanite Acquisition (in USD per share) | 0 | 33.20 | ||
Exercised (in USD per share) | 21.41 | 23.50 | 11.79 | 22.69 |
Cancelled (in USD per share) | 0 | 35 | 0 | 0 |
Expired (in USD per share) | 30.33 | 44.62 | 0 | 6.96 |
Shares under option, end of year (in USD per share) | 25.71 | 30.63 | 24.80 | 19.61 |
Exercisable at end of year (in USD per share) | $ 25.71 | $ 30.63 | $ 24.80 | $ 19.61 |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Options Activity (Detail) - $ / shares shares in Thousands | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
No. of Options | 203 | |
Weighted Average Exercise Price | $ 30.63 | |
Weighted Average Remaining Life | 2 years 8 months | |
$20.19 to $30.28 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Prices, Lower limit | $ 20.19 | |
Range of Prices, Upper limit | 30.28 | |
No. of Options | 44 | |
Weighted Average Exercise Price | $ 25.80 | |
Weighted Average Remaining Life | 1 year 10 months 16 days | |
$30.28 to $40.38 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Prices, Lower limit | 30.28 | |
Range of Prices, Upper limit | 40.38 | |
No. of Options | 152 | |
Weighted Average Exercise Price | $ 31.08 | |
Weighted Average Remaining Life | 2 years 8 months 22 days | |
$40.38 to $50.47 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Prices, Lower limit | 40.38 | |
Range of Prices, Upper limit | $ 50.47 | |
No. of Options | 7 | |
Weighted Average Exercise Price | $ 50.47 | |
Weighted Average Remaining Life | 7 years 4 months 15 days |
EMPLOYEE BENEFIT PLANS - Gener
EMPLOYEE BENEFIT PLANS - General Information (Detail) - USD ($) $ in Millions | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | May 31, 2014 | Feb. 29, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Discount rate | 2.70% | 4.00% | ||||
Expected long-term return on plan assets | 4.90% | |||||
Target Asset Allocations | 100.00% | |||||
Debt securities | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Target Asset Allocations | 35.00% | |||||
Equity securities and diversified growth funds | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Target Asset Allocations | 65.00% | |||||
UK Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
U.K. plan expected employer contributions for 2017 | $ 1.4 | |||||
Estimated increase to employer contributions per year | 3.00% | |||||
Accumulated benefit obligation | $ 88.1 | |||||
Forecasted | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Expected long-term return on plan assets | 4.50% | |||||
Forecasted | Equity Securities | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Expected long-term return on plan assets | 5.80% | |||||
Forecasted | Debt securities | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Expected long-term return on plan assets | 1.80% | |||||
Team, Inc. Salary Deferral Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Employer contributions to the defined contribution plan | $ 3 | $ 7.1 | $ 4.8 | $ 4.4 | ||
Geographic Concentration Risk | Defined Benefit Plans, by Location | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Concentration risk | 1.00% | |||||
Minimum | Debt securities | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Target Asset Allocations | 30.00% | |||||
Minimum | Equity securities and diversified growth funds | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Target Asset Allocations | 60.00% | |||||
Maximum | Debt securities | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Target Asset Allocations | 40.00% | |||||
Maximum | Equity securities and diversified growth funds | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Target Asset Allocations | 70.00% | |||||
LIBOR | Diversified Growth Fund | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Target return on asset category | 3.00% | |||||
Return on cash | Global Absolute Return Fund | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Target return on asset category | 5.00% |
EMPLOYEE BENEFIT PLANS - Schedu
EMPLOYEE BENEFIT PLANS - Schedule of Net Pension Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
Service cost | $ 79 |
Interest cost | 2,504 |
Expected return on plan assets | (2,577) |
Net periodic pension cost | $ 6 |
EMPLOYEE BENEFIT PLANS - Sche83
EMPLOYEE BENEFIT PLANS - Schedule of Assumptions Used (Details) | 12 Months Ended | |
Dec. 31, 2016 | Feb. 29, 2016 | |
Weighted Average Assumptions Used in Calculating Benefit Obligation | ||
Discount rate | 2.70% | 4.00% |
Inflation | 3.30% | 2.80% |
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost | ||
Discount rate | 4.00% | |
Expected long-term return on plan assets | 4.90% | |
Inflation | 2.80% |
EMPLOYEE BENEFIT PLANS - Change
EMPLOYEE BENEFIT PLANS - Changes in Benefit Obligation and Plan Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Projected benefit obligation: | |
Beginning of year | $ 0 |
Acquisition of Furmanite | 80,410 |
Service cost | 79 |
Interest cost | 2,504 |
Actuarial loss | 18,233 |
Benefits paid | 2,804 |
Foreign currency translation adjustment and other | (9,216) |
End of year | 89,206 |
Fair value of plan assets: | |
Beginning of year | 0 |
Acquisition of Furmanite | 66,901 |
Actual gain on plan assets | 10,222 |
Employer contributions | 1,182 |
Benefits paid | (2,804) |
Foreign currency translation adjustment and other | (7,534) |
End of year | 67,967 |
Excess projected obligation under (over) fair value of plan assets at end of year | 21,239 |
Amounts recognized in accumulated other comprehensive loss: | |
Net actuarial loss | $ 10,518 |
EMPLOYEE BENEFIT PLANS - Sche85
EMPLOYEE BENEFIT PLANS - Schedule of Expected Benefit Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Compensation and Retirement Disclosure [Abstract] | |
2,017 | $ 2,689 |
2,018 | 2,681 |
2,019 | 3,119 |
2,020 | 3,742 |
2,021 | 3,738 |
2022-2026 | 21,413 |
Total | $ 37,382 |
EMPLOYEE BENEFIT PLANS - Sche86
EMPLOYEE BENEFIT PLANS - Schedule of Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | $ 67,967 | $ 0 |
UK Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 67,047 | |
UK Plan | Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 744 | |
UK Plan | Significant Other Observable Inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 66,303 | |
UK Plan | Cash | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 744 | |
UK Plan | Cash | Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 744 | |
UK Plan | Equity Index | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 2,014 | |
UK Plan | Equity Index | Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 0 | |
UK Plan | Equity Index | Significant Other Observable Inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 2,014 | |
UK Plan | Diversified Growth Fund | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 11,637 | |
UK Plan | Diversified Growth Fund | Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 0 | |
UK Plan | Diversified Growth Fund | Significant Other Observable Inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 11,637 | |
UK Plan | Global Absolute Return Fund | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 5,821 | |
UK Plan | Global Absolute Return Fund | Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 0 | |
UK Plan | Global Absolute Return Fund | Significant Other Observable Inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 5,821 | |
UK Plan | Cash Fund | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 7,921 | |
UK Plan | Cash Fund | Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 0 | |
UK Plan | Cash Fund | Significant Other Observable Inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 7,921 | |
United Kingdom | UK Plan | Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 13,927 | |
United Kingdom | UK Plan | Equity Securities | Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 0 | |
United Kingdom | UK Plan | Equity Securities | Significant Other Observable Inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 13,927 | |
United Kingdom | UK Plan | Fixed Income Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 5,454 | |
United Kingdom | UK Plan | Fixed Income Securities | Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 0 | |
United Kingdom | UK Plan | Fixed Income Securities | Significant Other Observable Inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 5,454 | |
United Kingdom | UK Plan | Government Index Linked Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 7,825 | |
United Kingdom | UK Plan | Government Index Linked Securities | Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 0 | |
United Kingdom | UK Plan | Government Index Linked Securities | Significant Other Observable Inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 7,825 | |
United States | UK Plan | Equity Index | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 3,453 | |
United States | UK Plan | Equity Index | Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 0 | |
United States | UK Plan | Equity Index | Significant Other Observable Inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 3,453 | |
European | UK Plan | Equity Index | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 3,421 | |
European | UK Plan | Equity Index | Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 0 | |
European | UK Plan | Equity Index | Significant Other Observable Inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 3,421 | |
Pacific Rim | UK Plan | Equity Index | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 2,645 | |
Pacific Rim | UK Plan | Equity Index | Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 0 | |
Pacific Rim | UK Plan | Equity Index | Significant Other Observable Inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 2,645 | |
JAPAN | UK Plan | Equity Index | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 2,185 | |
JAPAN | UK Plan | Equity Index | Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | 0 | |
JAPAN | UK Plan | Equity Index | Significant Other Observable Inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value of Plan Assets | $ 2,185 |
EMPLOYEE BENEFIT PLANS - Sche87
EMPLOYEE BENEFIT PLANS - Schedule of Asset Allocations (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |
Asset Allocations | 100.00% |
Target Asset Allocations | 100.00% |
Equity securities and diversified growth funds | |
Defined Benefit Plan Disclosure [Line Items] | |
Asset Allocations | 67.30% |
Target Asset Allocations | 65.00% |
Debt securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Asset Allocations | 31.60% |
Target Asset Allocations | 35.00% |
Other | |
Defined Benefit Plan Disclosure [Line Items] | |
Asset Allocations | 1.10% |
Target Asset Allocations | 0.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Detail) | Dec. 31, 2016USD ($)lawsuit | Dec. 31, 2014lawsuitdefendant | Jul. 31, 2007death |
Commitments and Contingencies Disclosure [Line Items] | |||
Number of lawsuits | 92 | ||
Insurance coverage subject to deductible limit | $ | $ 250,000 | ||
Con Ed Matter [Member] | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Number of deaths | death | 1 | ||
Delaware Cases | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Number of lawsuits | 2 | ||
Washington Case | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Number of lawsuits | 1 | ||
Quest Integrity | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Number of lawsuits | 3 | ||
Subsidiaries | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Number of defendants | defendant | 3 |
ENTITY WIDE DISCLOSURES - Addit
ENTITY WIDE DISCLOSURES - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
ENTITY WIDE DISCLOSURES - Segme
ENTITY WIDE DISCLOSURES - Segment Data for our Three Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | May 31, 2014 | |
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | $ 319,825 | $ 289,577 | $ 336,440 | $ 250,854 | $ 254,998 | $ 243,552 | $ 235,399 | $ 192,407 | $ 571,718 | $ 487,408 | $ 1,196,696 | $ 926,356 | $ 842,047 | $ 749,527 |
Operating income (loss) | $ (5,703) | $ (4,043) | $ 14,008 | $ (7,380) | $ 10,701 | $ 6,857 | $ 22,034 | $ 7,699 | 19,162 | $ 40,083 | (3,118) | $ 47,291 | 68,465 | 53,421 |
Capital expenditures | 25,802 | 45,843 | 28,769 | 33,016 | ||||||||||
Depreciation and amortization | 19,426 | 48,673 | 22,787 | 21,468 | ||||||||||
TeamQualspec | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | 351,949 | 589,478 | 467,099 | 408,259 | ||||||||||
TeamFurmanite | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | 178,238 | 539,627 | 300,456 | 275,322 | ||||||||||
Quest Integrity | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | 41,531 | 67,591 | 74,492 | 65,946 | ||||||||||
Operating Segments | TeamQualspec | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Operating income (loss) | 31,175 | 43,367 | 60,198 | 47,787 | ||||||||||
Capital expenditures | 6,557 | 8,803 | 10,276 | 8,104 | ||||||||||
Depreciation and amortization | 10,568 | 19,853 | 8,413 | 7,953 | ||||||||||
Operating Segments | TeamFurmanite | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Operating income (loss) | 14,335 | 27,283 | 28,713 | 26,177 | ||||||||||
Capital expenditures | 5,656 | 15,077 | 4,916 | 6,114 | ||||||||||
Depreciation and amortization | 4,779 | 21,387 | 7,583 | 7,208 | ||||||||||
Operating Segments | Quest Integrity | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Operating income (loss) | 5,491 | 4,780 | 13,196 | 9,260 | ||||||||||
Capital expenditures | 1,993 | 2,007 | 2,961 | 4,366 | ||||||||||
Depreciation and amortization | 3,403 | 5,323 | 5,704 | 5,475 | ||||||||||
Corporate and shared support services | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Operating income (loss) | (31,839) | (78,548) | (33,642) | (29,803) | ||||||||||
Capital expenditures | 11,596 | 19,956 | 10,616 | 14,432 | ||||||||||
Depreciation and amortization | $ 676 | $ 2,110 | $ 1,087 | $ 832 |
ENTITY WIDE DISCLOSURES - Geogr
ENTITY WIDE DISCLOSURES - Geographic Breakdown of Revenues and Total Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | May 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||||
Total Revenues | $ 319,825 | $ 289,577 | $ 336,440 | $ 250,854 | $ 254,998 | $ 243,552 | $ 235,399 | $ 192,407 | $ 571,718 | $ 487,408 | $ 1,196,696 | $ 926,356 | $ 842,047 | $ 749,527 |
Total Assets | 1,147,418 | 798,991 | 798,991 | 1,147,418 | 798,991 | 523,833 | 484,941 | |||||||
United States | ||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||||
Total Revenues | 448,508 | 889,967 | 625,044 | 540,967 | ||||||||||
Total Assets | 788,780 | 682,124 | 682,124 | 788,780 | 682,124 | 399,173 | 353,624 | |||||||
Canada | ||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||||
Total Revenues | 71,325 | 128,122 | 132,573 | 126,874 | ||||||||||
Total Assets | 66,056 | 59,626 | 59,626 | 66,056 | 59,626 | 68,043 | 68,515 | |||||||
Europe | ||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||||
Total Revenues | 27,718 | 108,720 | 47,524 | 42,248 | ||||||||||
Total Assets | 234,847 | 33,271 | 33,271 | 234,847 | 33,271 | 34,612 | 38,870 | |||||||
Other foreign countries | ||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||||
Total Revenues | 24,167 | 69,887 | 36,906 | 39,438 | ||||||||||
Total Assets | $ 57,735 | $ 23,970 | $ 23,970 | $ 57,735 | $ 23,970 | $ 22,005 | $ 23,932 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - Pipeline Inspection Group [Member] $ in Millions | 1 Months Ended | 12 Months Ended |
Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Annual Revenue of Discontinued Operation | $ 60 | |
Proceeds from divestiture of business | $ 13.3 | |
Notes Payable, Other Payables [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal Group, Including Discontinued Operation, Consideration | $ 1.5 | $ 1.5 |
Debt instrument, stated rate | 5.00% | 5.00% |
DISCONTINUED OPERATIONS - Sched
DISCONTINUED OPERATIONS - Schedule of Income from Discontinued Operations (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | May 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Loss from discontinued operations, net of income tax | $ 0 | $ 0 | $ (111) | $ 0 | $ 0 | $ 0 |
Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Revenues | 46,771 | |||||
Operating expenses | 43,081 | |||||
Gross margin | 3,690 | |||||
Selling, general and administrative expenses | 1,939 | |||||
Gain on disposal | 7 | |||||
Income from discontinued operations, before income tax | 1,758 | |||||
Less: Provision for income taxes | 1,869 | |||||
Loss from discontinued operations, net of income tax | $ (111) |
EXIT COSTS AND OTHER RELATED 94
EXIT COSTS AND OTHER RELATED CHARGES (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | May 31, 2015 | May 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Exit costs and other related charges | $ 0 | $ 5,513 | $ 0 | $ 0 |
Estimated additional costs | 1,300 | |||
Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Exit costs and other related charges | 4,800 | |||
Impairment Loss On Property, Plant And Equipment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Exit costs and other related charges | $ 700 |
VENEZUELAN OPERATIONS (Detail)
VENEZUELAN OPERATIONS (Detail) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2015USD ($) | May 31, 2014USD ($) | Feb. 28, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | May 31, 2015USD ($) | May 31, 2014USD ($) | Mar. 31, 2014VEB / $ | |
Investment in Country with High Inflationary Economy [Line Items] | ||||||||||
Gain or loss on disposal of operations | $ 0 | |||||||||
Percentage of consolidated revenues from small service location | 1.00% | |||||||||
Loss on Venezuela deconsolidation | $ 0 | $ 0 | $ 1,177,000 | $ 0 | ||||||
Recognized losses related to the Venezuelan currency | $ 1,900,000 | $ 813,000 | $ 1,197,000 | $ (93,000) | $ 1,125,000 | $ 1,509,000 | $ 4,185,000 | |||
SICAD2 | ||||||||||
Investment in Country with High Inflationary Economy [Line Items] | ||||||||||
Recognized losses related to the Venezuelan currency | $ 2,100,000 | |||||||||
Foreign currency exchange rate | VEB / $ | 50 | |||||||||
SICAD-1 | Minimum | ||||||||||
Investment in Country with High Inflationary Economy [Line Items] | ||||||||||
Foreign currency exchange rate | VEB / $ | 10 | |||||||||
SICAD-1 | Maximum | ||||||||||
Investment in Country with High Inflationary Economy [Line Items] | ||||||||||
Foreign currency exchange rate | VEB / $ | 11.8 |
ACCUMULATED OTHER COMPREHENSI96
ACCUMULATED OTHER COMPREHENSIVE INCOME - Summary of Changes in AOCI (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | May 31, 2015 | May 31, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | $ 335,375 | $ 338,146 | $ 317,045 | $ 292,190 |
Other comprehensive income (loss) before tax | (7,127) | (13,886) | (12,585) | (2,388) |
Tax benefit attributable to other comprehensive loss | 2,291 | 3,260 | 1,655 | 1,498 |
Other comprehensive income (loss) net of tax | (4,836) | (10,626) | (10,930) | (890) |
Ending balance | 338,146 | 535,637 | 335,375 | 317,045 |
Foreign Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (20,896) | (28,124) | ||
Other comprehensive income (loss) before tax | (7,228) | (3,849) | (15,822) | (1,613) |
Tax benefit attributable to other comprehensive loss | 2,330 | 1,351 | 2,559 | 1,213 |
Other comprehensive income (loss) net of tax | (4,898) | (2,498) | (13,263) | (400) |
Ending balance | (28,124) | (31,973) | (20,896) | |
Foreign Currency Hedge | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | 4,466 | 4,567 | ||
Other comprehensive income (loss) before tax | 101 | 481 | 3,237 | (775) |
Tax benefit attributable to other comprehensive loss | (39) | (181) | (904) | 285 |
Other comprehensive income (loss) net of tax | 62 | 300 | 2,333 | (490) |
Ending balance | 4,567 | 5,048 | 4,466 | |
Defined benefit pension plans | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | 0 | |||
Other comprehensive income (loss) before tax | 0 | (10,518) | ||
Tax benefit attributable to other comprehensive loss | 0 | 2,090 | ||
Other comprehensive income (loss) net of tax | 0 | (8,428) | ||
Ending balance | 0 | (10,518) | ||
Tax Provision | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | 2,892 | 5,183 | ||
Tax benefit attributable to other comprehensive loss | 2,291 | 3,260 | ||
Ending balance | 5,183 | 8,443 | 2,892 | |
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (13,538) | (18,374) | (2,679) | (1,789) |
Other comprehensive income (loss) before tax | (10,626) | |||
Other comprehensive income (loss) net of tax | (4,836) | |||
Ending balance | $ (18,374) | $ (29,000) | $ (13,538) | $ (2,679) |
ACCUMULATED OTHER COMPREHENSI97
ACCUMULATED OTHER COMPREHENSIVE INCOME - Related Tax Effects of AOCI (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | May 31, 2015 | May 31, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Gross Amount | $ (7,127) | $ (13,886) | $ (12,585) | $ (2,388) |
Tax Effect | 2,291 | 3,260 | 1,655 | 1,498 |
Other comprehensive income (loss) net of tax | (4,836) | (10,626) | (10,930) | (890) |
Foreign Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Gross Amount | (7,228) | (3,849) | (15,822) | (1,613) |
Tax Effect | 2,330 | 1,351 | 2,559 | 1,213 |
Other comprehensive income (loss) net of tax | (4,898) | (2,498) | (13,263) | (400) |
Foreign Currency Hedge | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Gross Amount | 101 | 481 | 3,237 | (775) |
Tax Effect | (39) | (181) | (904) | 285 |
Other comprehensive income (loss) net of tax | 62 | 300 | $ 2,333 | $ (490) |
Defined benefit pension plans | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Gross Amount | 0 | (10,518) | ||
Tax Effect | 0 | 2,090 | ||
Other comprehensive income (loss) net of tax | $ 0 | $ (8,428) |
ISSUANCE AND REPURCHASE OF CO98
ISSUANCE AND REPURCHASE OF COMMON STOCK (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Nov. 30, 2013 | Dec. 31, 2016 | May 31, 2015 | May 31, 2014 | Nov. 28, 2016 | Jun. 23, 2014 | Oct. 01, 2013 | |
Equity, Class of Treasury Stock [Line Items] | |||||||
At the Market Equity Offering, Authorized Amount | $ 150,000,000 | ||||||
Issuance of common stock, in shares | 167,931 | ||||||
Net proceeds from sales under ATM Program | $ 6,000,000 | ||||||
Equity issuance commissions paid | 100,000 | ||||||
Capitalized stock issuance costs | 700,000 | ||||||
Stock repurchase program, authorized amount | $ 50,000,000 | $ 25,000,000 | |||||
Stock repurchased and retired during period, shares | (369,900) | (546,977) | |||||
Stock repurchased during period | $ 7,593,000 | $ 21,100,000 | |||||
Retirement of treasury stock, in shares | 821,087 | ||||||
Treasury stock retired | $ 0 | ||||||
Stock repurchased and retired during period, value | $ 13,300,000 | ||||||
Purchase of treasury stock, in shares | 274,110 | ||||||
Remaining stock available to repurchase | $ 7,900,000 | ||||||
Prior Periods | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Stock repurchased and retired during period, shares | (89,569) | ||||||
Stock repurchased and retired during period, value | $ 1,300,000 | ||||||
Common Stock | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Issuance of common stock, in shares | 168,000 | ||||||
Retirement of treasury stock, in shares | 821,000 | 459,000 | |||||
Treasury stock retired | $ 245,000 | $ 138,000 | |||||
Additional Paid-in Capital | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Treasury stock retired | 9,129,000 | 2,232,000 | |||||
Retained Earnings | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Treasury stock retired | $ 19,357,000 | 12,308,000 | |||||
Share Repurchase Plan | Common Stock | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock share purchase, reduction | 100,000 | ||||||
Share Repurchase Plan | Additional Paid-in Capital | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock share purchase, reduction | 2,200,000 | ||||||
Share Repurchase Plan | Retained Earnings | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock share purchase, reduction | $ 12,300,000 |
TWELVE MONTHS ENDED DECEMBER 99
TWELVE MONTHS ENDED DECEMBER 31, 2015 AND SEVEN MONTHS ENDED DECEMBER 31, 2014 COMPARATIVE DATA (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Feb. 28, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | May 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||
Revenues | $ 319,825 | $ 289,577 | $ 336,440 | $ 250,854 | $ 254,998 | $ 243,552 | $ 235,399 | $ 192,407 | $ 571,718 | $ 487,408 | $ 1,196,696 | $ 926,356 | $ 842,047 | $ 749,527 | |
Operating expenses | 409,391 | 337,977 | 868,144 | 655,465 | 584,054 | 527,611 | |||||||||
Gross margin | 162,327 | 149,431 | 328,552 | 270,891 | 257,993 | 221,916 | |||||||||
Selling, general and administrative expenses | 142,643 | 109,348 | 323,973 | 223,078 | 189,528 | 171,455 | |||||||||
Loss (gain) on revaluation of contingent consideration | 522 | 0 | 2,184 | 522 | 0 | (2,138) | |||||||||
Earnings from unconsolidated affiliates | 0 | 0 | 0 | 822 | |||||||||||
Operating income (loss) | (5,703) | (4,043) | 14,008 | (7,380) | 10,701 | 6,857 | 22,034 | 7,699 | 19,162 | 40,083 | (3,118) | 47,291 | 68,465 | 53,421 | |
Interest expense, net | 4,898 | 1,332 | 12,667 | 5,792 | 2,489 | 2,851 | |||||||||
Foreign currency (gain) loss | $ 1,900 | 813 | 1,197 | (93) | 1,125 | 1,509 | 4,185 | ||||||||
Other expense (income), net | 0 | 0 | (34) | 1,184 | 0 | 0 | |||||||||
Earnings from continuing operations before income taxes | 13,451 | 37,554 | (15,658) | 39,190 | 63,290 | 46,385 | |||||||||
Less: Provision for income taxes | 4,573 | 13,622 | (3,093) | 13,744 | 22,793 | 16,236 | |||||||||
Income (loss) from continuing operations | (8,438) | (4,537) | 6,970 | (6,560) | 5,465 | 2,547 | 14,068 | 3,366 | 8,878 | 23,932 | (12,565) | 25,446 | 40,497 | 30,149 | |
Net income (loss) | 8,878 | 23,932 | (12,676) | 25,446 | 40,497 | 30,149 | |||||||||
Loss from discontinued operations, net of income tax | 0 | 0 | (111) | 0 | 0 | 0 | |||||||||
Less: income attributable to noncontrolling interest | 0 | 214 | 0 | 213 | 427 | 294 | |||||||||
Net income (loss) available to Team shareholders | $ (9,377) | $ (4,221) | $ 7,356 | $ (6,434) | $ 5,465 | $ 2,547 | $ 13,915 | $ 3,306 | $ 8,878 | $ 23,718 | $ (12,676) | $ 25,233 | $ 40,070 | $ 29,855 | |
Net income (loss) per share: Basic (in USD per share) | $ (0.32) | $ (0.14) | $ 0.25 | $ (0.27) | $ 0.26 | $ 0.13 | $ 0.69 | $ 0.16 | $ 0.43 | $ 1.15 | $ (0.45) | $ 1.21 | $ 1.95 | $ 1.46 | |
Net income (loss) per share: Diluted (in USD per share) | $ (0.32) | $ (0.14) | $ 0.25 | $ (0.27) | $ 0.26 | $ 0.12 | $ 0.65 | $ 0.15 | $ 0.41 | $ 1.08 | $ (0.45) | $ 1.18 | $ 1.85 | $ 1.40 | |
Weighted average shares outstanding: | |||||||||||||||
Basic (in shares) | 20,852 | 20,593 | 28,095 | 20,780 | 20,500 | 20,439 | |||||||||
Diluted (in shares) | 21,425 | 21,907 | 28,095 | 21,378 | 21,651 | 21,285 |
QUARTERLY FINANCIAL DATA (Detai
QUARTERLY FINANCIAL DATA (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | May 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Revenues | $ 319,825 | $ 289,577 | $ 336,440 | $ 250,854 | $ 254,998 | $ 243,552 | $ 235,399 | $ 192,407 | $ 571,718 | $ 487,408 | $ 1,196,696 | $ 926,356 | $ 842,047 | $ 749,527 |
Operating income (loss) | (5,703) | (4,043) | 14,008 | (7,380) | 10,701 | 6,857 | 22,034 | 7,699 | 19,162 | 40,083 | (3,118) | 47,291 | 68,465 | 53,421 |
Income (loss) from continuing operations | (8,438) | (4,537) | 6,970 | (6,560) | 5,465 | 2,547 | 14,068 | 3,366 | 8,878 | 23,932 | (12,565) | 25,446 | 40,497 | 30,149 |
Net income (loss) available to Team shareholders | $ (9,377) | $ (4,221) | $ 7,356 | $ (6,434) | $ 5,465 | $ 2,547 | $ 13,915 | $ 3,306 | $ 8,878 | $ 23,718 | $ (12,676) | $ 25,233 | $ 40,070 | $ 29,855 |
Basic earnings from continuing operations per share (in USD per share) | $ (0.29) | $ (0.15) | $ 0.24 | $ (0.27) | $ 0.26 | $ 0.13 | $ 0.69 | $ 0.16 | $ 0.43 | $ (0.45) | $ 1.21 | $ 1.95 | $ 1.46 | |
Net income (loss) per share: Basic (in USD per share) | (0.32) | (0.14) | 0.25 | (0.27) | 0.26 | 0.13 | 0.69 | 0.16 | 0.43 | $ 1.15 | (0.45) | 1.21 | 1.95 | 1.46 |
Diluted earnings from continuing operations per share (in USD per share) | (0.29) | (0.15) | 0.24 | (0.27) | 0.26 | 0.12 | 0.65 | 0.15 | 0.41 | (0.45) | 1.18 | 1.85 | 1.40 | |
Net income (loss) per share: Diluted (in USD per share) | $ (0.32) | $ (0.14) | $ 0.25 | $ (0.27) | $ 0.26 | $ 0.12 | $ 0.65 | $ 0.15 | $ 0.41 | $ 1.08 | $ (0.45) | $ 1.18 | $ 1.85 | $ 1.40 |