SEC Form 10-Q filed by Team Inc.

8/12/25 4:32:59 PM ET

$TISI

Other Consumer Services

Consumer Discretionary

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2025

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

For the transition period from to

Commission file number 001-08604

TEAM, INC.


(Exact Name of Registrant as Specified in Its Charter)
Delaware						74-1765729
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)
13131 Dairy Ashford, Suite 600, Sugar Land, Texas						77478
(Address of Principal Executive Offices)						(Zip Code)
(281) 331-6154
(Registrant’s Telephone Number, Including Area Code)
None
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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


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

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

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

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

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

Emerging growth company

☐

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

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

The Registrant had 4,498,854 shares of common stock, par value $0.30, outstanding as of August 8, 2025.

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INDEX


		Page No.
PART I—FINANCIAL INFORMATION		1
ITEM 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	2
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024	3
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss ) for the Three and Six Months Ended June 30, 2025 and 2024	4
	Unaudited Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2025 and 2024	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	33
ITEM 4.	Controls and Procedures	33
PART II—OTHER INFORMATION		34
ITEM 1.	Legal Proceedings	34
ITEM 1A.	Risk Factors	34
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
ITEM 3.	Defaults Upon Senior Securities	34
ITEM 4.	Mine Safety Disclosures	34
ITEM 5.	Other Information	34
ITEM 6.	Exhibits	35
SIGNATURES		36

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PART I—FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS

TEAM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)


	June 30, 2025		December 31, 2024
ASSETS	(unaudited)

Current assets:
Cash and cash equivalents	$	20,709	$	35,545
Accounts receivable, net of allowance of $3,667 and $3,271 respectively	207,533		172,645
Inventory	41,539		37,874
Income tax receivable	594		396
Prepaid expenses and other current assets	56,121		58,643
Total current assets	326,496		305,103
Property, plant and equipment, net	112,247		112,835
Intangible assets, net	44,056		50,243
Operating lease right-of-use assets	43,488		40,407
Defined benefit pension asset	5,535		4,768
Other assets, net	14,561		13,427
Deferred tax asset	1,978		1,582
Total assets	$	548,361	$	528,365
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt and finance lease obligations	$	3,833	$	6,485
Current portion of operating lease obligations	15,080		14,790
Accounts payable	43,028		42,091
Other accrued liabilities	100,756		105,228
Income tax payable	3,106		2,654
Total current liabilities	165,803		171,248
Long-term debt and finance lease obligations	366,381		318,626
Operating lease obligations	31,220		28,631
Deferred tax liabilities	4,525		4,965
Other long-term liabilities	3,356		3,157
Total liabilities	571,285		526,627
Commitments and contingencies
Shareholders’ equity (deficit):
Preferred stock, 500,000 shares authorized, none issued	—		—
Common stock, par value $0.30 per share, 12,000,000 shares authorized; 4,498,932 and 4,493,338 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively	1,350		1,348
Additional paid-in capital	460,434		460,186
Accumulated deficit	(449,651)		(415,667)
Accumulated other comprehensive loss	(35,057)		(44,129)
Total shareholders’ equity (deficit)	(22,924)		1,738
Total liabilities and shareholders’ equity (deficit)	$	548,361	$	528,365

See accompanying notes to unaudited condensed consolidated financial statements.

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TEAM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

Revenues	$	248,026	$	228,618	$	446,681	$	428,218
Operating expenses	179,937		165,064		331,326		315,933
Gross margin	68,089		63,554		115,355		112,285
Selling, general and administrative expenses	55,986		52,395		109,255		107,512

Operating income	12,103		11,159		6,100		4,773
Interest expense, net	(11,896)		(11,909)		(23,332)		(24,007)
Loss on debt extinguishment	—		—		(11,853)		—
Other income (expense), net	(3,490)		(541)		(3,694)		821
Loss before income taxes	(3,283)		(1,291)		(32,779)		(18,413)
Provision for income taxes	(983)		(1,472)		(1,205)		(1,545)
Net loss	$	(4,266)	$	(2,763)	$	(33,984)	$	(19,958)

Loss per common share:
Basic and diluted	$	(0.95)	$	(0.63)	$	(7.56)	$	(4.52)


Weighted-average number of shares outstanding:
Basic and diluted	4,494		4,416		4,494		4,415

See accompanying notes to unaudited condensed consolidated financial statements.

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TEAM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME (LOSS)

(in thousands)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

Net loss	$	(4,266)	$	(2,763)	$	(33,984)	$	(19,958)
Other comprehensive income (loss) before tax:
Foreign currency translation adjustment	7,012		(330)		9,027		(3,192)
Defined benefit pension plans:

Amortization of prior service cost	8		8		16		16
Amortization of net actuarial loss	94		79		181		158
Other comprehensive income (loss), before tax	7,114		(243)		9,224		(3,018)
Tax provision attributable to other comprehensive income (loss)	(108)		(5)		(152)		(5)
Other comprehensive income (loss), net of tax	7,006		(248)		9,072		(3,023)
Total comprehensive income (loss)	$	2,740	$	(3,011)	$	(24,912)	$	(22,981)

See accompanying notes to unaudited condensed consolidated financial statements.

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TEAM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(in thousands)

(Unaudited)


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

Balance at December 31, 2024	4,493	$	1,348			$	460,186		$	(415,667)	$	(44,129)	$	1,738
Net loss	—	—				—			(29,718)		—		(29,718)
Foreign currency translation adjustment, net of tax	—	—				—			—		1,971		1,971
Defined benefit pension plans, net of tax	—	—				—			—		95		95
Non-cash compensation	—	—				(53)			—		—		(53)

Balance at March 31, 2025	4,493	$	1,348			$	460,133		$	(445,385)	$	(42,063)	$	(25,967)
Net loss	—	—				—			(4,266)		—		(4,266)
Net settlement of vested stock awards	6	2				(65)			—		—		(63)
Foreign currency translation adjustment, net of tax	—	—				—			—		6,904		6,904
Defined benefit pension plans, net of tax	—	—				—			—		102		102
Non-cash compensation	—	—				366			—		—		366
Balance at June 30, 2025	4,499	$	1,350			$	460,434		$	(449,651)	$	(35,057)	$	(22,924)

Balance at December 31, 2023	4,415	$	1,315			$	458,614		$	(377,401)	$	(36,932)	$	45,596
Net loss	—	—				—			(17,195)		—		(17,195)
Net settlement of vested stock awards	—	10				(10)			—		—		—
Foreign currency translation adjustment, net of tax	—	—				—			—		(2,862)		(2,862)
Defined benefit pension plans, net of tax	—	—				—			—		87		87
Non-cash compensation	—	—				665			—		—		665
Balance at March 31, 2024	4,415	$	1,325			$	459,269		$	(394,596)	$	(39,707)	$	26,291
Net loss	—	—				—			(2,763)		—		(2,763)
Net settlement of vested stock awards	7	2				(19)			—		—		(17)
Foreign currency translation adjustment, net of tax	—	—				—			—		(291)		(291)
Defined benefit pension plans, net of tax	—	—				—			—		43		43
Non-cash compensation	—	—				612			—		—		612
Balance at June 30, 2024	4,422	$	1,327			$	459,862		$	(397,359)	$	(39,955)	$	23,875

See accompanying notes to unaudited condensed consolidated financial statements.

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TEAM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Six Months Ended June 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(33,984)	$	(19,958)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	16,929		18,900
Write-off of software cost	45		—
Loss on debt extinguishment	11,853		—
Amortization of debt issuance costs, debt discounts, and deferred financing costs	2,608		3,625
Paid-in-kind (“PIK”) interest	6,541		6,318
Allowance for credit losses	788		733
Foreign currency loss (gain)	3,749		(623)
Deferred income taxes	(851)		(545)
Loss on asset disposal	—		32
Non-cash compensation costs	313		1,277
Other, net	(38)		(195)
Changes in operating assets and liabilities:
Accounts receivable	(31,187)		(13,796)
Inventory	(2,663)		(356)
Prepaid expenses and other assets	161		(726)
Accounts payable	(1,486)		6,148
Other accrued liabilities	(4,999)		(6,548)
Income taxes	216		1,248
Net cash used in operating activities	(32,005)		(4,466)
Cash flows from investing activities:
Capital expenditures	(4,316)		(5,759)
Proceeds from disposal of assets	—		139
Net cash used in investing activities	(4,316)		(5,620)
Cash flows from financing activities:
Borrowings under Revolving Credit Loans	37,000		10,500
Payments under Revolving Credit Loans	(17,018)		(9,909)
Payments under Corre Delayed Draw Term Loan	(35,700)		—
Payments under Corre Uptiered Loan	(55,894)		—
Borrowings under First Lien Term Loan	175,000		—

Payments under First Lien Term Loan	(438)		—
Payments under ME/RE Loans	(23,427)		(1,421)
Payments under Corre Incremental Term Loan	(48,015)		(713)
Payments for debt issuance costs	(8,899)		(2,800)
Other	(1,448)		1,843
Net cash provided by (used) in financing activities	21,161		(2,500)
Effect of exchange rate changes on cash	324		(380)
Net decrease in cash and cash equivalents	(14,836)		(12,966)
Cash and cash equivalents at beginning of period	35,545		35,427
Cash and cash equivalents at end of period	$	20,709	$	22,461

See accompanying notes to unaudited condensed consolidated financial statements.

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TEAM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

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

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

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

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

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

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

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

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

•Aerospace and Defense.

Basis of presentation. These condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of results for such periods. The results of operations for any interim period are not necessarily indicative of results for the full year. Certain disclosures have been condensed or omitted from the interim financial statements included in this report. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC (“our Annual Report on Form 10-K”).

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

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

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

2. REVENUE

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

Geographic area (in thousands):



	Three Months Ended June 30, 2025
	(unaudited)
	United States		Canada		Other Countries		Total
Revenue:
IHT	$	111,987	$	15,112	$	3,297	$	130,396
MS	72,299		10,312		35,019		117,630
Total	$	184,286	$	25,424	$	38,316	$	248,026



	Three Months Ended June 30, 2024
	(unaudited)
	United States		Canada		Other Countries		Total
Revenue:
IHT	$	98,712	$	11,499	$	3,023	$	113,234
MS	67,828		11,299		36,257		115,384
Total	$	166,540	$	22,798	$	39,280	$	228,618



	Six Months Ended June 30, 2025
	(unaudited)
	United States		Canada		Other Countries		Total
Revenue:
IHT	$	208,384	$	22,224	$	6,003	$	236,611
MS	133,276		15,407		61,387		210,070
Total	$	341,660	$	37,631	$	67,390	$	446,681



	Six Months Ended June 30, 2024
	(unaudited)
	United States		Canada		Other Countries		Total
Revenue:
IHT	$	187,287	$	19,220	$	6,175	$	212,682
MS	132,130		15,967		67,439		215,536
Total	$	319,417	$	35,187	$	73,614	$	428,218

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Operating segment and service type (in thousands):


	Three Months Ended June 30, 2025
	(unaudited)
	Non-Destructive Evaluation and Testing Services		Repair and Maintenance Services		Heat Treating		Other		Total
Revenue:
IHT	$	100,637	$	51	$	21,922	$	7,786	$	130,396
MS	—		117,054		149		427		117,630
Total	$	100,637	$	117,105	$	22,071	$	8,213	$	248,026


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


	Six Months Ended June 30, 2025
	(unaudited)
	Non-Destructive Evaluation and Testing Services		Repair and Maintenance Services		Heat Treating		Other		Total
Revenue:
IHT	$	185,081	$	52	$	38,294	$	13,184	$	236,611
MS	—		208,341		338		1,391		210,070
Total	$	185,081	$	208,393	$	38,632	$	14,575	$	446,681


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

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

Remaining performance obligations. As permitted by ASC 606, Revenue from Contracts with Customers, we have elected not to disclose information about remaining performance obligations where (i) the performance obligation is part of a contract that has an original expected duration of one year or less or (ii) when we recognize revenue from the satisfaction of the performance obligation in accordance with the right-to-invoice practical expedient, which permits us to recognize revenue in the amount to which we have a right to invoice the customer if that amount corresponds directly with the value to the customer of our performance completed to date. As most of our contracts with customers are short-term in nature and billed on a time and material basis, there were no material amounts of remaining performance obligations as of June 30, 2025 and December 31, 2024.

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3. ACCOUNTS RECEIVABLE

A summary of accounts receivable as of June 30, 2025 and December 31, 2024 is as follows (in thousands):


	June 30, 2025		December 31, 2024
	(unaudited)
Trade accounts receivable	$	162,254	$	145,743
Unbilled revenues	48,946		30,173
Allowance for credit losses	(3,667)		(3,271)
Total	$	207,533	$	172,645

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


	June 30, 2025
	(unaudited)
Balance at beginning of period	$	3,271
Provision for expected credit losses	1,095
Recoveries collected	(307)
Write-offs	(439)
Foreign exchange effects	47
Balance at end of period	$	3,667

4. INVENTORY

A summary of inventory as of June 30, 2025 and December 31, 2024 is as follows (in thousands):


	June 30, 2025		December 31, 2024
	(unaudited)
Raw materials	$	10,115	$	9,098
Work in progress	4,856		2,267
Finished goods	26,568		26,509
Total	$	41,539	$	37,874

5. PREPAID EXPENSES AND OTHER CURRENT ASSETS

A summary of prepaid expenses and other current assets as of June 30, 2025 and December 31, 2024 is as follows (in thousands):


	June 30, 2025		December 31, 2024
	(unaudited)
Insurance receivable	$	39,000	$	39,000
Prepaid expenses	14,574		15,817
Other current assets	2,547		3,826
Total	$	56,121	$	58,643

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

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6. PROPERTY, PLANT AND EQUIPMENT

A summary of property, plant and equipment as of June 30, 2025 and December 31, 2024 is as follows (in thousands):


	June 30, 2025		December 31, 2024
	(unaudited)
Land	$	4,006	$	4,006
Buildings and leasehold improvements	61,711		60,642
Machinery and equipment	301,186		289,384
Furniture and fixtures	11,020		10,675
Capitalized ERP system development costs	45,903		45,903
Computers and computer software	19,503		19,067
Automobiles	2,445		2,723
Construction in progress	1,042		757
Total	446,816		433,157
Accumulated depreciation and amortization	(334,569)		(320,322)
Property, plant and equipment, net	$	112,247	$	112,835

Included in the table above are assets under finance leases of $10.8 million and $7.7 million as of June 30, 2025 and December 31, 2024, respectively, and related accumulated amortization of $3.7 million and $3.2 million as of June 30, 2025 and December 31, 2024, respectively.

Depreciation expense for the three and six months ended June 30, 2025 and 2024 is included in the table below (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Depreciation expense:
Amount included in operating expenses	$	3,094	$	3,487	$	6,179	$	7,047
Amount included in SG&A expenses	1,646		1,735		3,278		3,487
Total depreciation expense	$	4,740	$	5,222	$	9,457	$	10,534

7. INTANGIBLE ASSETS

A summary of intangible assets as of June 30, 2025 and December 31, 2024 is as follows (in thousands):


	June 30, 2025
	(unaudited)
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	162,678	$	(119,089)	$	43,589
Trade names	19,172		(18,859)		313
Technology	2,300		(2,146)		154
Licenses	683		(683)		—
Intangible assets	$	184,833	$	(140,777)	$	44,056

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	December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	162,633	$	(113,033)	$	49,600
Trade names	19,129		(18,754)		375
Technology	2,300		(2,032)		268
Licenses	683		(683)		—
Intangible assets	$	184,745	$	(134,502)	$	50,243

Amortization expense of intangible assets for the three months ended June 30, 2025 and 2024 was $3.1 million and $3.1 million, respectively. Amortization expense of intangible assets for the six months ended June 30, 2025 and 2024 was $6.2 million and $6.2 million, respectively. Amortization expense of intangible assets is included in “Selling, general and administrative expenses” on our condensed consolidated statements of operations.

The weighted-average amortization period for intangible assets subject to amortization was 13.9 years and 13.8 years, respectively as of June 30, 2025 and December 31, 2024.

8. OTHER ACCRUED LIABILITIES

A summary of other accrued liabilities as of June 30, 2025 and December 31, 2024 is as follows (in thousands):


	June 30, 2025		December 31, 2024
	(unaudited)
Legal and professional accruals	$	44,731	$	44,285
Payroll and other compensation expenses	39,254		41,692
Insurance accruals	2,509		3,480
Property, sales and other non-income related taxes	4,821		6,379


Accrued interest	5,250		5,516
Volume discount	1,818		1,902
Other accruals	2,373		1,974
Total	$	100,756	$	105,228

Legal and professional accruals include accruals for legal and professional fees as well as accrued legal claims, refer to Note 13 - Commitments and Contingencies for legal claims information. Certain legal claims are covered by our third-party insurance providers and the related insurance receivable for these claims is recorded in prepaid expenses and other current assets, refer to Note 5 - Prepaid and Other Current Assets. Payroll and other compensation expenses include all payroll related accruals including, among others, accrued vacation, severance, and bonuses. Insurance accruals primarily relate to workers compensation cost. Property, sales and other non-income related taxes include accruals for items such as sales and use tax, property tax, and other related tax accruals. Accrued interest relates to the interest accrued on our long-term debt. Other accruals include various business expense accruals.

9. INCOME TAXES

We recorded an income tax provision of $1.0 million and $1.2 million for the three and six months ended June 30, 2025, compared to a provision of $1.5 million and $1.5 million for the three and six months ended June 30, 2024. The effective tax rate, inclusive of discrete items, was a provision of 29.9% for the three months ended June 30, 2025, compared to a provision of 114.0% for the three months ended June 30, 2024. For the six months ended June 30, 2025, our effective tax rate, inclusive of discrete items, was a provision of 3.7%, compared to a provision of 8.4% for the six months ended June 30, 2024. The decrease in effective tax rate for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 is due to the mix of pretax income in non-valuation allowance jurisdictions and pretax losses in valuation allowance jurisdictions, along with changes in permanent differences. The impact is a smaller increase in income tax expense as compared to pretax income resulting in a decrease in effective tax rate.

On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law. The Act includes changes to U.S. tax law with varying effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are

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currently assessing its impact on our consolidated financial statements. Additional disclosures may be provided in future periods as the impact of the legislation is determined.

10. DEBT

As of June 30, 2025 and December 31, 2024, our total long-term debt and finance lease obligations are summarized as follows (in thousands):


	June 30, 2025		December 31, 2024
	(unaudited)
2022 ABL Credit Agreement	$	97,886	$	112,671
First Lien Term Loan1	166,474		—
2025 Second Lien Term Loan1	98,065		—
ME/RE Loans1	—		22,119
Corre Uptiered Loan1	—		143,955
Corre Incremental Term Loan1	—		39,824
Equipment Finance Loan	437		1,399
Total	362,862		319,968
Finance lease obligations	7,352		5,143
Total long-term debt and finance lease obligations	370,214		325,111
Current portion of long-term debt and finance lease obligations	(3,833)		(6,485)
Total long-term debt and finance lease obligations, less current portion	$	366,381	$	318,626

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

2022 ABL Credit Facility

On February 11, 2022, we entered into a credit agreement, with the lender parties thereto, and Eclipse Business Capital, LLC, a Delaware limited liability company, as agent (“Eclipse”) (such agreement, as amended by Amendment No.1 dated as of May 6, 2022, Amendment No.2 dated as of November 1, 2022, Amendment No.3 dated as of June 16, 2023 (“ABL Amendment No.3”), Amendment No.4 dated as of March 6, 2024, Amendment No.5 dated as of September 30, 2024 and Amendment No.6 dated as of March 12, 2025, the “2022 ABL Credit Agreement”).

On March 12, 2025, using a portion of the proceeds from the Initial First Lien Term Loan (defined below), we fully repaid the delayed draw term loan of $35.0 million (the “Corre Delayed Draw Term Loan”) originally provided by Corre Partners Management, LLC (“Corre”) and certain of its affiliates, and the ME/RE Loans (described below) of $22.3 million provided by Eclipse and previously outstanding under the 2022 ABL Credit Agreement.

Available funding commitments to us under the 2022 ABL Credit Agreement, subject to certain conditions, include a revolving credit line in an amount of up to $130.0 million to be provided by certain affiliates of Eclipse, with a $35.0 million sublimit for swingline borrowings, and a $26.0 million sublimit for issuances of letters of credit (the “Revolving Credit Loans”).

The terms of the Revolving Credit Loans are described in the table below (dollar amounts are presented in thousands):

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Maturity date						9/30/2027
Interest rate						SOFR + applicable margin (base + applicable margin)
Actual interest rate
6/30/2025						8.69%
6/30/2024						10.09%
Interest payments						monthly
Cash paid for interest
YTD 6/30/2025						$3,801
YTD 6/30/2024						$3,816
Principal balance
6/30/2025						$97,886
12/31/2024						$77,905
Unamortized balance of deferred financing cost
6/30/2025						$988
12/31/2024						$693
Available amount at 6/30/2025						$22,669

As of December 31, 2024, the Corre Delayed Draw Term Loan had a net carrying balance of $34.8 million, which consisted of the principal balance of $35.0 million less the unamortized balance of debt issuance cost of $0.2 million. The actual interest rate at June 30, 2024 was 15.44% and cash paid for interest was $1.4 million and $2.7 million, respectively, during the six months ended June 30, 2025 and 2024.

The 2022 ABL Credit Agreement contains customary conditions to borrowings and covenants, as described in the 2022 ABL Credit Agreement. As of June 30, 2025, we are in compliance with the covenants.

As of June 30, 2025, $9.4 million in letters of credit were issued under the 2022 ABL Credit Agreement. Such amounts remain undrawn and are off-balance sheet.

ME/RE Loans

On March 12, 2025, using a portion of the proceeds from the Initial First Lien Term Loan, we fully repaid the ME/RE Loans of $22.3 million provided to us pursuant to ABL Amendment No.3. ME/RE Loans were secured by a first priority lien and mortgage on certain real estate and machinery and equipment of the Company.

As of December 31, 2024, the ME/RE Loans had net carrying balance of $22.1 million, which consisted of the principal balance of $23.0 million less the unamortized balance of debt issuance cost of $0.9 million. The actual and effective interest rates at June 30, 2024 were 11.19% and 17.38%, respectively. Cash paid for interest during the six months ended June 30, 2025 and 2024 was $0.6 million and $1.4 million, respectively.

First Lien Term Loan Agreement

On March 12, 2025, we entered into a First Lien Term Loan Credit Agreement (the “First Lien Term Loan Agreement”) with the lenders party thereto and HPS Investment Partners, LLC. Available funding commitments include a $225.0 million senior secured first lien term loan (the “First Lien Term Loan”) consisting of a $175.0 million initial term loan tranche (the “Initial First Lien Term Loan”) and a $50.0 million delayed draw term loan tranche (the “First Lien Delayed Draw Term Loan”), which is available to be drawn from March 12, 2025 to June 30, 2027, subject to satisfying certain conditions, including pro forma compliance with a First Lien Net Leverage Ratio (as defined in the First Lien Term Loan Agreement) of 3.75 to 1.00 and Liquidity (as defined in the First Lien Term Loan Agreement) of not less than $40.0 million. All outstanding amounts in respect of the First Lien Term Loan mature and become due and payable on March 12, 2030. The Initial First Lien Term Loan borrowed under the First Lien Term Loan Agreement bear interest at an annual rate of the Secured Overnight Financing Rate (“SOFR”) for interest periods of one-, three- or six-months, at the Company’s election, plus a margin of 6.50% per annum. Beginning with the quarter ending September 30, 2025, the interest rate margin may vary from 7.00% to 6.00% depending on the First Lien Net Leverage Ratio.

The proceeds of the Initial First Lien Term Loan were used to redeem and repay the Corre Delayed Draw Term Loan and the ME/RE Loans under the 2022 ABL Credit Agreement and a portion of the outstanding balance of the Existing A&R Term

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Loan Agreement (as defined below). To the extent borrowed, the proceeds of the First Lien Delayed Draw Term Loan will be used solely to repay the obligations under the Second A&R Second Lien Term Loan Agreement (as defined below). As of June 30, 2025, we have not drawn on the First Lien Delayed Draw Term Loan.

The terms of the Initial First Lien Term Loan are described in the table below (dollar amounts are presented in thousands):


Maturity date						3/12/2030
Stated interest rate						SOFR+applicable margin (base+applicable margin)
Principal payments						$438 quarterly
Effective interest rate
6/30/2025						12.70%
Actual interest rate
6/30/2025						10.74%
Interest payments						quarterly
Cash paid for interest
YTD 6/30/2025						$1,735
Balances at 6/30/2025
Principal balance						$174,563
Unamortized balance of debt discount and issuance cost1						$(8,089)
Net carrying balance						$166,474

1 Consists of debt discount of $3,791 and debt issuance cost of $4,298.

The First Lien Term Loan Agreement contains certain conditions to borrowings, events of default and affirmative and negative covenants and a financial covenant prohibiting the Company from exceeding a maximum First Lien Net Leverage Ratio (as defined in the First Lien Term Loan Agreement), tested as of the end of each fiscal quarter, of 5.50 to 1.00. Further, the First Lien Term Loan Agreement includes certain events of default, the occurrence of which may require that we pay an additional 2.0% interest on the outstanding loans and other obligations under the First Lien Term Loan Agreement. As of June 30, 2025, we are in compliance with the covenants.

A&R Term Loan Credit Agreement / Second A&R Second Lien Term Loan Credit Agreement

On March 12, 2025, we entered into a Second Amended and Restated Second Lien Term Loan Credit Agreement with the lenders party thereto and Cantor Fitzgerald Securities, as Agent (the “Second A&R Second Lien Term Loan Agreement”), which amended and restated the existing Amended and Restated Term Loan Credit Agreement, dated June 16, 2023 (the “Existing A&R Term Loan Agreement”). The Existing A&R Term Loan Agreement included a term loan credit agreement entered into on November 9, 2021, as amended through March 29, 2023 (the “Corre Uptiered Loan”), and an additional funding commitment, subject to certain conditions, consisting of a $57.5 million senior secured first lien term loan (the “Corre Incremental Term Loan”) provided by Corre and certain of its affiliates and comprised of a $37.5 million term loan tranche and a $20.0 million delayed draw tranche, of which $10.0 million remained undrawn at March 12, 2025.

On March 12, 2025, using a portion of the proceeds from the Initial First Lien Term Loan, we fully paid off the outstanding principal balance on the Corre Incremental Term Loan in the amount of $46.3 million and paid down $54.1 million of the outstanding principal balance on the Corre Uptiered Loan. The remaining portion of the Corre Uptiered Loan of $93.9 million, together with certain fees and accrued interest, was rolled into the 2025 Second Lien Term Loans (defined below).

The Second A&R Second Lien Term Loan Agreement contains certain conditions to borrowings, events of default and affirmative and negative covenants and a financial covenant prohibiting the Company from exceeding a maximum First Lien Net Leverage Ratio (as defined in the Second A&R Second Lien Term Loan Agreement), tested at the end of each fiscal quarter, of 6.00 to 1.00. Further, the Second A&R Second Lien Term Loan Agreement includes certain events of default, the occurrence of which may require that the Company pay an additional 2.0% interest on the outstanding loans and other obligations under the Second A&R Second Lien Term Loan Agreement. As of June 30, 2025, we are in compliance with the covenants.

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Available funding commitments under the Second A&R Second Lien Term Loan Agreement, subject to certain conditions, include a $107.4 million second lien term loan (the “Second Lien Term Loans”), provided by Corre and certain of its affiliates, consisting of a $97.4 million term loan tranche (the “2025 Second Lien Term Loans”) and a $10.0 million delayed draw term loan tranche (the “Second Lien Delayed Draw Term Loans”) which is available to be drawn from March 12, 2025, until April 15, 2026, subject to satisfying certain conditions. All outstanding amounts in respect of the Second Lien Term Loans mature and become due and payable on June 10, 2030. To the extent borrowed, the proceeds of the Second Lien Delayed Draw Term Loans are permitted to be used by the Company for general working capital and liquidity purposes. As of June 30, 2025, we have not drawn on the Second Lien Delayed Draw Term Loans.

The Second Lien Term Loans bear interest at an annual rate of 13.5% through the earlier of (i) September 30, 2026, and thereafter, if the outstanding principal balance of the Second Lien Term Loans exceeds 50% of the principal balance at March 12, 2025, the interest rate will increase by 0.25% quarterly, subject to a maximum rate of 14.5% per annum, and (ii) the date on which the Second Lien Delayed Draw Term Loan is borrowed in full, in which case the interest rate will increase to the maximum rate of 14.5% per annum. Interest is payable quarterly and if the First Lien Net Leverage Ratio (as defined in the Second A&R Second Lien Term Loan Agreement) is greater than or equal to 3.50 to 1.00, then all interest shall be paid in kind; if the First Lien Net Leverage Ratio is less than 3.50 to 1.00 and greater than or equal to 3.00 to 1.00, 50% of the interest shall be payable in cash, with the other 50% to be paid in kind; and if the First Lien Net Leverage Ratio is less than 3.00 to 1.00, all interest will be payable in cash.

The terms of the 2025 Second Lien Term Loans are described in the table below (dollar amounts are presented in thousands):


Maturity date						6/10/2030
Principal payments						quarterly 1
Effective interest rate
6/30/2025						16.06%
Actual interest rate
6/30/2025						13.50%
Interest payments						quarterly
Cash paid for interest
6/30/2025						$—
PIK interest added to principal balance
6/30/2025						$4,183
Balances at 6/30/2025
Principal balance						$101,376
Unamortized balance of debt issuance cost						$(3,311)
Net carrying balance						$98,065

1 Principal payments represent a percentage (ranges between 0% and 0.25% based on the First Lien Net Leverage Ratio) of the outstanding principal balance. As of June 30, 2025 we are not making principal payments.

As of December 31, 2024, the Corre Incremental Term Loan had a net carrying balance of $39.8 million, which consisted of the principal balance of $46.6 million less the unamortized balance of debt issuance cost of $6.8 million. The stated and effective interest rates at June 30, 2024 were 12.0% and 22.96%, respectively. Cash paid for interest during the six months ended June 30, 2025 and 2024 was $2.5 million and $2.9 million, respectively.

As of December 31, 2024, the Corre Uptiered Loan had a net carrying balance of $144.0 million, which consisted of the principal balance of $144.5 million less the unamortized balance of debt issuance cost of $0.5 million. The stated and effective interest rates at June 30, 2024 were 13.5% and 14.56%, respectively. Cash paid for interest during the six months ended June 30, 2025 and 2024 was $2.7 million and $1.4 million, respectively.

Warrants

As of June 30, 2025 and December 31, 2024, APSC Holdco II, L.P. held 500,000 warrants and certain affiliates of Corre collectively held 500,000 warrants, in each case providing for the purchase of one share of the Company’s common stock per warrant at an exercise price of $15.00. The warrants will expire on December 8, 2028.

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

Fair Value of Debt

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

1970 Group Substitute Insurance Reimbursement Facility

On September 16, 2024, we entered into an amended and restated substitute insurance reimbursement facility agreement with the 1970 Group Inc. (“1970 Group”) (such agreement, the “Substitute Insurance Reimbursement Facility Agreement”). Under the Substitute Insurance Reimbursement Facility Agreement, the 1970 Group extended credit to us in the form of a substitute reimbursement facility (the “Substitute Reimbursement Facility”) of approximately $19.0 million of letters of credit on our behalf in support of our workers’ compensation, commercial automotive and general liability insurance policies. As of June 30, 2025, we have $19.0 million of letters of credit outstanding under the Substitute Reimbursement Facility.

According to the provisions of ASC 470, Debt, the arrangement is a “Substitute Insurance Reimbursement Facility” limited to any amounts drawn under the letters of credit. Therefore, until we use or draw on the Substitute Insurance Reimbursement Facility, the letters of credit are treated as an off-balance sheet credit arrangement. The fees paid by us periodically under this arrangement are deferred and amortized to interest expense over the term of the arrangement. As of June 30, 2025, we had approximately $0.5 million of unamortized deferred fees.

Liquidity

As of June 30, 2025, we had $16.6 million of unrestricted cash and cash equivalents and $4.1 million of restricted cash, including $2.8 million of restricted cash held as collateral for letters of credit and commercial card programs. International cash balances included in total cash as of June 30, 2025 were $6.4 million, and approximately $1.1 million of such cash is restricted. As of June 30, 2025, we had approximately $32.7 million of available borrowing capacity under our various credit agreements, consisting of $22.7 million available under the Revolving Credit Loans and $10.0 million available under the Second Lien Delayed Draw Term Loan under the Second A&R Second Lien Term Loan Credit Agreement. As of June 30, 2025, we had $30.5 million in letters of credit and $2.0 million in surety bonds outstanding.

11. EMPLOYEE BENEFIT PLANS

We have a defined benefit pension plan covering certain United Kingdom employees (the “U.K. Plan”). The pension plan was frozen in 1994 and no new participants have been added since that date. Net periodic pension credit includes the following components (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(unaudited)		(unaudited)		(unaudited)		(unaudited)

Interest cost	$	714	$	651	$	1,386	$	1,303
Expected return on plan assets	(870)		(840)		(1,688)		(1,692)
Amortization of prior service cost	8		8		16		16
Amortization of net actuarial loss	94		79		181		158
Net periodic pension credit	$	(54)	$	(102)	$	(105)	$	(215)

Net pension credit is included in “Other income (expense), net” on our condensed consolidated statements of operations. The expected long-term rate of return on invested assets is determined based on the weighted average of expected returns on asset investment categories for the U.K. Plan as follows: 6.1% overall, 9.9% for equities and 6.0% for debt securities.

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12. SHAREHOLDERS’ EQUITY

Shareholders’ Equity (Deficit) and Preferred Stock

As of June 30, 2025 there were 4,498,932 shares of our common stock outstanding and 12,000,000 shares authorized at $0.30 par value per share.

As of June 30, 2025 we had 500,000 authorized shares of preferred stock, none of which had been issued.

Accumulated Other Comprehensive loss

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


	Six Months Ended June 30, 2025								Six Months Ended June 30, 2024
	(unaudited)								(unaudited)
	Foreign Currency Translation Adjustments		Defined Benefit Pension Plans		Tax Provision		Total		Foreign Currency Translation Adjustments		Defined Benefit Pension Plans		Tax Provision		Total
Balance, beginning of period	$	(33,249)	$	(10,951)	$	71	$	(44,129)	$	(25,853)	$	(11,041)	$	(38)	$	(36,932)
Other comprehensive income (loss)	9,027		197		(152)		9,072		(3,192)		174		(5)		(3,023)

Balance, end of period	$	(24,222)	$	(10,754)	$	(81)	$	(35,057)	$	(29,045)	$	(10,867)	$	(43)	$	(39,955)

13. COMMITMENTS AND CONTINGENCIES

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

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

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

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

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

On January 25, 2022, the trial court signed a final judgment in favor of the plaintiff and against Team Industrial Services, Inc. We appealed the trial court’s judgment to the Texas First Court of Appeals.

On May 16, 2024, the Texas First Court of Appeals issued a decision which vacated the trial court’s judgment and dismissed the case, holding that the trial court erred in refusing to dismiss the case on forum non conveniens grounds. The plaintiff filed a motion with the Texas First Court of Appeals for rehearing and a motion for en banc reconsideration, which was

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denied by the Court of Appeals on October 3, 2024. The plaintiff did not seek review with the Texas Supreme Court. On March 5, 2025, the plaintiff re-filed a lawsuit against the Company in the U.S. District Court, Kansas District in Kansas City. We currently have accrued a liability of $39.0 million as of June 30, 2025 in other accrued liabilities, and have recorded a related receivable from our third-party insurance providers in other current assets in the same amount. Such amounts are treated as non-cash operating activities. The Most litigation is covered by our general liability and excess insurance policies which are occurrence based and subject to an aggregate $3.0 million self-insured retention and deductible. All retentions and deductibles have been met, and accordingly, we believe pending the final settlement, all further claims will be fully funded by our insurance policies. We will continue to evaluate the possible outcomes of this case in light of future developments and their potential impact on factors relevant to our assessment of any possible loss.

Notice of repayment of pandemic related government subsidies - In response to widespread COVID-19 health pandemics, certain of our entities based in foreign jurisdictions received governmental funding assistance to compensate for a portion of employee wages between March 2020 and March 2022. Following ongoing compliance reviews of these funding assistance programs, we received notices stating noncompliance with the requirements of one of these funding assistance programs. Accordingly, based on the assessments completed by the government appointed administrative authority, we previously had accrued $5.5 million as of December 31, 2023, to be potentially repaid over an extended period related to this alleged noncompliance. However, during the year ended December 31, 2024, we successfully appealed $3.8 million of the assessment, which resulted in the reduction of the accrued liability to $1.7 million, subject to appeal, as of June 30, 2025.

Accordingly, for all matters discussed within this Note 13 - Commitments and Contingencies, we have accrued in the aggregate approximately $40.7 million as of June 30, 2025, of which approximately $1.7 million is not covered by our various insurance policies.

In addition to legal matters discussed above, we are subject to various lawsuits, claims and proceedings encountered in the normal conduct of business (“Other Proceedings”). Management believes that based on its current knowledge and after consultation with legal counsel that the Other Proceedings, individually or in the aggregate, will not have a material effect on our condensed consolidated financial statements.

14. SEGMENT DISCLOSURES

We conduct operations in two segments: IHT and MS. Management’s determination of our reporting segments was made on the basis of our strategic priorities within each segment and the differences in the services we offer. The reportable segments results are reviewed regularly by the chief operating decision maker (“CODM”), who is our Chief Executive Officer, in deciding how to allocate resources and assess performance. Our CODM evaluates the segments’ operating performance based on adjusted EBITDA defined as net income (loss) before income taxes, interest expense, depreciation and amortization, and other non-recurring and non-operational items. Our CODM uses adjusted EBITDA as a measure to make resource allocation decisions for each segment for the budgeting process and reviews budget-to-actual variances to access performance and allocate capital.

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


	Three Months Ended June 30, 2025
		IHT		MS		Total
		(unaudited)		(unaudited)		(unaudited)
Revenues		$	130,396	$	117,630	$	248,026
Adjusted operating expenses1		95,008		81,752		176,760
Adjusted selling, general and administrative expenses2		15,898		20,892		36,790
Adjusted EBITDA		$	19,490	$	14,986	$	34,476


	Three Months Ended June 30, 2024
		IHT		MS		Total
		(unaudited)		(unaudited)		(unaudited)
Revenues		$	113,234	$	115,384	$	228,618
Adjusted operating expenses1		82,226		79,284		161,510
Adjusted selling, general and administrative expenses2		15,419		20,750		36,169
Adjusted EBITDA		$	15,589	$	15,350	$	30,939

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	Six Months Ended June 30, 2025
		IHT		MS		Total
		(unaudited)		(unaudited)		(unaudited)
Revenues		$	236,611	$	210,070	$	446,681
Adjusted operating expenses1		174,703		150,304		325,007
Adjusted selling, general and administrative expenses2		30,794		41,286		72,080
Adjusted EBITDA		$	31,114	$	18,480	$	49,594


	Six Months Ended June 30, 2024
		IHT		MS		Total
		(unaudited)		(unaudited)		(unaudited)
Revenues		$	212,682	$	215,536	$	428,218
Adjusted operating expenses1		158,359		150,447		308,806
Adjusted selling, general and administrative expenses2		30,385		40,592		70,977
Adjusted EBITDA		$	23,938	$	24,497	$	48,435

_____________

1 Represent operating expenses excluding indirect depreciation and amortization, and severance cost.

2 Represent segment selling, general and administrative expenses excluding depreciation and amortization, noncash share-based compensation, professional, legal and other non-recurring costs.

Reconciliation of segment adjusted EBITDA to consolidated loss before income taxes:


	Three Months Ended June 30,				Six Months Ended June 30,
Segment adjusted EBITDA:	2025		2024		2025		2024
IHT	$	19,490	$	15,589	$	31,114	$	23,938
MS	14,986		15,350		18,480		24,497
Total segment adjusted EBITDA	34,476		30,939		49,594		48,435
Segment depreciation and amortization	(7,183)		(7,543)		(14,270)		(15,221)
Segment professional fees, severance and other	(1,376)		(300)		(1,825)		(842)
Corporate and shared support cost	(13,814)		(11,937)		(27,399)		(27,599)
Consolidated operating income	12,103		11,159		6,100		4,773
Interest expense	(11,896)		(11,909)		(23,332)		(24,007)
Loss on debt extinguishment	—		—		(11,853)		—
Other income (expense)	(3,490)		(541)		(3,694)		821
Loss before income taxes	$	(3,283)	$	(1,291)	$	(32,779)	$	(18,413)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Capital expenditures1:
IHT	$	1,671	$	2,259	$	3,129	$	2,795
MS	1,277		620		1,944		1,645
Corporate and shared support services	304		51		318		51
Total capital expenditures	$	3,252	$	2,930	$	5,391	$	4,491

____________

1 Excludes finance leases. Totals may vary from amounts presented in the consolidated statements of cash flows due to the timing of cash payments.

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	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Depreciation and amortization:
IHT	$	2,898	$	2,978	$	5,714	$	6,007
MS	4,285		4,565		8,556		9,214
Corporate and shared support services	1,344		1,717		2,659		3,679
Total depreciation and amortization1	$	8,527	$	9,260	$	16,929	$	18,900

____________

1 Breakdown of depreciation and amortization included in the Consolidated Statements of Operations described below:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Depreciation and amortization:
Amount included in operating expenses	3,112		3,508		6,214		7,091
Amount included in SG&A expenses	5,415		5,752		10,715		11,809
Total depreciation and amortization	$	8,527	$	9,260	$	16,929	$	18,900

Separate measures of our assets by operating segment are not produced or utilized by our CODM to evaluate segment performance.

15. RELATED PARTY TRANSACTIONS

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

16. SUBSEQUENT EVENTS

As of August 12, 2025, the filing date of this Quarterly Report on Form 10-Q, management evaluated the existence of events occurring subsequent to the quarter ended June 30, 2025 and determined that there were no events or transactions that would have a material impact on the Company’s results of operations or financial position.

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

Overview

Unless otherwise indicated, the terms “Team,” “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.

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

Cautionary Note Regarding Forward-Looking Statements.

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

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

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

•our ability to generate sufficient cash from operations, access our credit facilities or amounts available under our term loans to support our operations, or maintain our compliance with covenants under our debt arrangements;

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

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

•delays in the commencement of major projects;

•seasonal and other variations, such as severe weather conditions (including conditions influenced by climate change) and the nature of our customers’ industry, affecting the timing of new contracts and termination of existing contracts may result in unpredictable fluctuations in our cash flows and financial results;

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

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

•our ability to maintain compliance with the NYSE’s continued listing requirements and rules;

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

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

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•our ability to continue as a going concern;

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

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

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

GENERAL OVERVIEW

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

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

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

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

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

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

•Aerospace and Defense.

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Results of Operations

The following is a comparison of our results of operations for the three and six months ended June 30, 2025 to the three and six months ended June 30, 2024.

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

The following is a comparison of our results of operations for the three months ended June 30, 2025 to the three months ended June 30, 2024 (in thousands):


	Three Months Ended June 30,				Favorable (Unfavorable)
	2025		2024		$		%
	(unaudited)		(unaudited)
Revenues by business segment:
IHT	$	130,396	$	113,234	$	17,162	15.2	%
MS	117,630		115,384		2,246		1.9	%
Total revenues	$	248,026	$	228,618	$	19,408	8.5	%
Operating income (loss):
IHT	$	15,780	$	12,459	$	3,321	26.7	%
MS	10,137		10,637		(500)		(4.7)	%
Corporate and shared support services	(13,814)		(11,937)		(1,877)		(15.7)	%
Total operating income	$	12,103	$	11,159	$	944	8.5	%

Interest expense, net	$	(11,896)	$	(11,909)	$	13	0.1	%

Other expense, net	(3,490)		(541)		(2,949)		(545.1)	%
Loss before income taxes	$	(3,283)	$	(1,291)	$	(1,992)	(154.3)	%
Provision for income taxes	(983)		(1,472)		489		33.2	%
Net loss	$	(4,266)	$	(2,763)	$	(1,503)	(54.4)	%

Revenues. Total revenues increased by $19.4 million or 8.5% from the prior year quarter and were positively impacted by $1.1 million in favorable foreign exchange movement. IHT revenues increased by $17.2 million or 15.2% primarily driven by higher turnaround and callout activity in the U.S. of $13.3 million and a $3.6 million revenue increase in Canada. This increase in activity for IHT represented services performed this quarter on large projects from existing customers in both the U.S. and Canada. MS revenues increased by $2.2 million or 1.9%, primarily driven by a $4.5 million increase in U.S. turnaround activities, partially offset by a $2.3 million revenue decrease in Canada and other international locations such as the United Kingdom and Trinidad, all of which had customer project scope conclude in 2024 and did not repeat through this quarter.

Operating income (loss). Overall operating income was $12.1 million in the current year quarter, a $0.9 million increase compared to the prior year quarter. IHT operating income increased by $3.3 million or 26.7% reflecting the contributions from revenue growth for the quarter, with the U.S. increasing by $2.7 million primarily due to lower costs and improved margins, and improved operating income from Canada of $0.6 million driven mainly by higher customer project activity. MS operating income decreased by $0.5 million or 4.7% as compared to the prior year quarter, with higher U.S. operating income of $2.1 million offset by lower operating income from Canada and other international regions of $1.8 million and $0.8 million, respectively, driven by lower customer project activity as compared to the prior year quarter. Corporate operating loss increased by $1.9 million primarily due to higher nonrecurring professional fees, see details noted in the table below.

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For the three months ended June 30, 2025 and 2024, operating income includes net expenses totaling $3.5 million and $0.8 million, respectively, that we do not believe are indicative of our core operating activities, as detailed in the table below (in thousands):


	Three Months Ended June 30,
	2025		2024

Operating income	$	12,103	$	11,159
Professional fees and other	2,301		516
Legal costs	799		41
Severance charges, net	375		225
Total non-core expenses	3,475		782
Operating income, excluding non-core expenses	$	15,578	$	11,941

Excluding the impact of these identified non-core items in both periods, operating income increased by $3.7 million or 30.5%, from $11.9 million in the three months ended June 30, 2024 to $15.6 million for the three months ended June 30, 2025. See our non-GAAP reconciliation for additional details of our non-core expenses.

Interest expense, net. Interest expense remained consistent in the current quarter as compared to the prior year quarter.

Cash interest paid during the quarter ended June 30, 2025 and 2024 was $3.9 million and $6.5 million, respectively. The decrease in cash interest was driven by all the interest expense on the 2025 Second Lien Term Loans being PIK, as well as the timing of interest payments on the First Lien Term Loan.

Other (expense) income, net. Overall change in other (expense) income, net of $2.9 million, is primarily due to the impact of a loss on unfavorable foreign currency fluctuations during the current quarter.

Taxes. The provision for income tax was $1.0 million on the pre-tax loss of $3.3 million in the current year quarter, compared to a $1.5 million income tax provision on a pre-tax loss of $1.3 million in the prior year quarter. The effective tax rate, inclusive of discrete items, was a provision of 29.9% for the three months ended June 30, 2025, compared to a provision of 114.0% for the three months ended June 30, 2024. The decrease in effective tax rate for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 is due to the mix of pretax income in non-valuation allowance jurisdictions and pretax losses in valuation allowance jurisdictions. The impact is a larger decrease in income tax expense as compared to pretax income, resulting in a decrease of effective tax rate.

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Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

The following is a comparison of our results of operations for the six months ended June 30, 2025 to the six months ended June 30, 2024 (in thousands):


	Six Months Ended June 30,				Favorable (Unfavorable)
	2025		2024		$		%
	(unaudited)		(unaudited)
Revenues by business segment:
IHT	$	236,611	$	212,682	$	23,929	11.3	%
MS	210,070		215,536		(5,466)		(2.5)	%
Total revenues	$	446,681	$	428,218	$	18,463	4.3	%
Operating income (loss):
IHT	$	24,473	$	17,644	$	6,829	38.7	%
MS	9,026		14,728		(5,702)		(38.7)	%
Corporate and shared support services	(27,399)		(27,599)		200		0.7	%
Total operating income	$	6,100	$	4,773	$	1,327	27.8	%

Interest expense, net	$	(23,332)	$	(24,007)	$	675	2.8	%
Loss on debt extinguishment	(11,853)		—		$	(11,853)	(100)%
Other (expense) income, net	(3,694)		821		(4,515)		(549.9)	%
Loss before income taxes	$	(32,779)	$	(18,413)	$	(14,366)	(78.0)	%
Provision for income taxes	(1,205)		(1,545)		340		22.0	%
Net loss	$	(33,984)	$	(19,958)	$	(14,026)	(70.3)	%

Revenues. Total revenues increased by $18.5 million or 4.3% from the prior year period. IHT segment year-to-date revenue increased by $23.9 million or 11.3% compared to the prior year period, primarily driven by an increase in U.S. revenue of $18.6 million attributable to large turnaround projects for our existing customers, and expanded support in established nested activities. In addition, increased enhanced non-destructive evaluation and testing services demand generated $2.5 million year over year growth from our Aerospace facility, as well as greater turnaround and callout services, especially in eastern Canada, that contributed to a $3.0 million revenue increase in Canada. MS segment revenue decreased by $5.5 million or 2.5% compared to the prior year period, with a $1.1 million U.S. revenue increase offset by a $6.6 million revenue decrease in Canada and other international areas due to the conclusion of prior year projects related to plant shutdowns in Trinidad, the United Kingdom and Latin America that did not repeat in 2025.

Operating income (loss). Overall operating income was $6.1 million in the 2025 period, a $1.3 million or 27.8% improvement over operating income of $4.8 million in the prior year period. IHT operating income increased by $6.8 million or 38.7%, primarily driven by the increase in large turnaround projects from our existing customers for the year and the impact of our focus on field cost rationalization. MS operating income decreased by $5.7 million or 38.7% as compared to the prior year period. MS operating income from international operations, excluding Canada, decreased by $3.0 million, reflecting the impact of prior year project activity that did not repeat this year, and MS operating income from the U.S. and Canada which decreased by $0.9 million and $1.8 million, respectively, driven mainly by lower mechanical services activity in certain locations that had turnaround projects in the prior year. Corporate operating loss decreased by $0.2 million compared to the prior year period, primarily due to lower personnel and support cost partially offset by increased nonrecurring professional fees in the current period, see details noted in the table below.

For the six months ended June 30, 2025 and 2024, operating income includes net expenses totaling $6.4 million and $3.4 million, respectively, that we believe are not indicative of our core operating activities, as detailed in the table below (in thousands):

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	Six Months Ended June 30,
	2025		2024

Operating income	$	6,100	$	4,773
Professional fees and other	4,308		2,597
Legal costs	1,289		123
Severance charges, net	842		650
Total non-core expenses	6,439		3,370
Operating income, excluding non-core expenses	$	12,539	$	8,143

Excluding the impact of these identified non-core items in both periods, operating income improved by $4.4 million, or 54.0% from $8.1 million in the six months ended June 30, 2024 to $12.5 million in the six months ended June 30, 2025. See our non-GAAP reconciliation for additional details of our non-core expenses.

Interest expense, net. Interest expense, net decreased by $0.7 million from the prior year period. The decrease was primarily attributable to lower interest rates on our Revolving Credit Loans and other facilities.

Cash interest paid for the six months ended June 30, 2025 and 2024 was $12.8 million and $12.4 million, respectively.

Loss on debt extinguishment. On March 12, 2025, pursuant to the debt refinancing transactions executed with our existing and new lenders, we repaid the total outstanding balances under the ME/RE Loans, Corre Delayed Draw Term Loan and Corre Incremental Term Loan, and made a partial payment on the Corre Uptiered Loan, together with any applicable prepayment premiums and related accrued interest, resulting in a loss on debt extinguishment of $11.9 million. The loss on debt extinguishment includes $7.4 million of unamortized debt issuance cost (noncash) written off as part of the debt payoffs.

Other income (expense), net. The overall change in other income (expense), net of $4.5 million, was primarily driven by foreign currency transaction losses in the current year period reflecting the effects of unfavorable fluctuations in the value of the U.S. dollar relative to the foreign currencies to which we have exposure.

Taxes. The provision for income tax was $1.2 million on the pre-tax loss of $32.8 million in the current year-to-date period compared to income tax expense of $1.5 million on the pre-tax loss of $18.4 million in the prior year-to-date period. The effective tax rate was a provision of 3.7% for the six months ended June 30, 2025, compared to a provision of 8.4% for the six months ended June 30, 2024. The effective tax rate differs from the prior year period due to changes in the valuation allowance.

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Non-GAAP Financial Measures and Reconciliations

We use supplemental non-GAAP financial measures which are derived from the consolidated financial information including adjusted net income (loss); adjusted net income (loss) per share; earnings before interest and taxes (“EBIT”); adjusted EBIT; adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) and free cash flow to supplement financial information presented on a GAAP basis.

We define adjusted net income (loss) and adjusted net income (loss) per share to exclude the following items: non-routine legal costs and settlements, non-routine professional fees, loss on debt extinguishment, certain severance charges, non-routine write-off of assets and certain other items that we believe are not indicative of core operating activities. Consolidated adjusted EBIT, as defined by us, excludes the costs excluded from adjusted net income (loss) as well as income tax expense (benefit), interest charges, foreign currency (gain) loss, pension credit, and items of other (income) expense. Consolidated adjusted EBITDA further excludes depreciation, amortization, and non-cash share-based compensation costs from consolidated adjusted EBIT. Segment adjusted EBIT is equal to segment operating income (loss) excluding costs associated with non-routine legal costs and settlements, non-routine professional fees, certain severance charges, and certain other items as determined by management. Segment adjusted EBITDA further excludes depreciation, amortization, and non-cash share-based compensation costs from segment adjusted EBIT. Free cash flow is defined as net cash provided by (used in) operating activities minus capital expenditures paid in cash.

We believe these non-GAAP financial measures are useful to both management and investors in their analysis of our financial position and results of operations. In particular, adjusted net income (loss), adjusted net income (loss) per share, consolidated adjusted EBIT, and consolidated adjusted EBITDA are meaningful measures of performance which are commonly used by industry analysts, investors, lenders, and rating agencies to analyze operating performance in our industry, perform analytical comparisons, benchmark performance between periods, and measure our performance against externally communicated targets. Our segment adjusted EBITDA is also used as a basis for the Chief Operating Decision Maker (Chief Executive Officer) to evaluate the performance of our reportable segments. Free cash flow is used by our management and investors to analyze our ability to service and repay debt and return value directly to stakeholders.

Non-GAAP measures have important limitations as analytical tools because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable U.S. GAAP financial measures and should be read only in conjunction with financial information presented on a GAAP basis. Further, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies who may calculate non-GAAP financial measures differently, limiting the usefulness of those measures for comparative purposes. The liquidity measure of free cash flow does not represent a precise calculation of residual cash flow available for discretionary expenditures. Reconciliations of each non-GAAP financial measure to its most directly comparable GAAP financial measure are presented below.

The following tables set forth the reconciliation of adjusted net income (loss), EBIT and EBITDA to their most comparable GAAP financial measurements on a consolidated and segmented basis:

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TEAM, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(unaudited, in thousands except per share data)

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Adjusted Net Loss:
Net loss	$	(4,266)	$	(2,763)	$	(33,984)	$	(19,958)
Professional fees and other1	2,301		516		4,308		2,597
Write-off of software cost	—		—		45		—
Legal costs	799		41		1,289		123
Severance charges	375		225		842		650
Loss on debt extinguishment	—		—		11,853		—

Tax impact of adjustments and other net tax items	(90)		(26)		(103)		(138)
Adjusted Net Loss	$	(881)	$	(2,007)	$	(15,750)	$	(16,726)

Adjusted Net Loss per common share:
Basic and Diluted	$	(0.20)	$	(0.45)	$	(3.50)	$	(3.79)

Consolidated Adjusted EBIT and Adjusted EBITDA:
Net loss	$	(4,266)	$	(2,763)	$	(33,984)	$	(19,958)
Provision for income taxes	983		1,472		1,205		1,545
Loss on equipment sale	—		28		5		18
Interest expense, net	11,896		11,909		23,332		24,007
Professional fees and other1	2,301		516		4,308		2,597
Write-off of software cost	—		—		45		—
Legal costs	799		41		1,289		123
Severance charges	375		225		842		650
Foreign currency loss (gain)	3,544		615		3,749		(624)
Pension credit2	(54)		(102)		(105)		(215)
Loss on debt extinguishment	—		—		11,853		—
Consolidated Adjusted EBIT	15,578		11,941		12,539		8,143
Depreciation and amortization
Amount included in operating expenses	3,112		3,508		6,214		7,091
Amount included in SG&A expenses	5,415		5,752		10,715		11,809
Total depreciation and amortization	8,527		9,260		16,929		18,900
Non-cash share-based compensation costs	366		612		313		1,277
Consolidated Adjusted EBITDA	$	24,471	$	21,813	$	29,781	$	28,320

Free Cash Flow:
Cash used in operating activities	$	(3,344)	$	(6,352)	$	(32,005)	$	(4,466)
Capital expenditures	(2,910)		(2,743)		(4,316)		(5,759)
Free Cash Flow	$	(6,254)	$	(9,095)	$	(36,321)	$	(10,225)

____________________________________

1 For the six months ended June 30, 2025, includes $1.3 million related to debt financing and for the three and six months ended June 30, 2025, includes $2.3 million and $3.0 million, respectively, related to support costs. For the three and six months ended June 30, 2024, includes $0.5 million and $2.4 million, respectively, related to debt financing and for six months ended June 30, 2024, includes $0.2 million related to support costs.

2 Represents pension credits for the U.K. pension plan based on the difference between the expected return on plan assets and the amount of the discounted pension liability. The pension plan was frozen in 1994 and no new participants have been added since that date.

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TEAM, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Continued)
(unaudited, in thousands)

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

Segment Adjusted EBIT and Adjusted EBITDA:

IHT
Operating income	$	15,780	$	12,459	$	24,473	$	17,644
Professional fees and other1	750		—		750		40
Severance charges	62		152		177		247
Adjusted EBIT	16,592		12,611		25,400		17,931
Depreciation and amortization	2,898		2,978		5,714		6,007
Adjusted EBITDA	$	19,490	$	15,589	$	31,114	$	23,938

MS
Operating income	$	10,137	$	10,637	$	9,026	$	14,728
Professional fees and other1	—		58		—		140
Legal costs	251		41		251		41
Severance charges	313		49		647		374
Adjusted EBIT	10,701		10,785		9,924		15,283
Depreciation and amortization	4,285		4,565		8,556		9,214
Adjusted EBITDA	$	14,986	$	15,350	$	18,480	$	24,497


Corporate and shared support services
Net loss	$	(30,183)	$	(25,859)	$	(67,483)	$	(52,330)
Provision for income taxes	983		1,472		1,205		1,545
Loss on equipment sale	—		28		5		18
Interest expense, net	11,896		11,909		23,332		24,007
Foreign currency loss (gain)	3,544		615		3,749		(624)
Professional fees and other1	1,551		458		3,558		2,417
Write-off of software cost	—		—		45		—
Legal costs	548		—		1,038		82
Severance charges	—		24		18		29
Pension credit2	(54)		(102)		(105)		(215)
Loss on debt extinguishment	—		—		11,853		—
Adjusted EBIT	(11,715)		(11,455)		(22,785)		(25,071)
Depreciation and amortization	1,344		1,717		2,659		3,679
Non-cash share-based compensation costs	366		612		313		1,277
Adjusted EBITDA	$	(10,005)	$	(9,126)	$	(19,813)	$	(20,115)

Consolidated Adjusted EBITDA	$	24,471	$	21,813	$	29,781	$	28,320

___________________

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Liquidity and Capital Resources

Financing for operations consists primarily of our 2022 ABL Credit Agreement, First Lien Term Loan Agreement, Second A&R Second Lien Term Loan Credit Agreement, and cash flows from our operations.

We have evaluated our liquidity within one year after the date of issuance of the accompanying condensed consolidated financial statements to assess the Company’s ability to fund its operations. Based upon such liquidity assessment, we believe that the Company’s current working capital, forecasted cash flows from operations, expected availability under our existing debt arrangements and capital expenditure financing is sufficient to fund our operations, service our indebtedness, and maintain compliance with our debt covenants for the next twelve months, and based on current expectations, the long-term. In preparation of this liquidity assessment, we applied judgment to estimate the projected cash flows of the Company, including the following: (i) projected cash outflows, (ii) projected cash inflows, and (iii) projected availability under the Company’s existing debt arrangements. The cash flow projections were based on known or planned cash requirements for operating and financing costs and include management’s best estimate regarding future customer activity levels, pricing for its services and for its supplies and other factors. Actual results could vary significantly from those projections. We based this assessment on assumptions that may prove to be inaccurate, and we could exhaust our available capital resources sooner than we expect in the event that we fail to meet our current projections. See Note 10 - Debt in this Quarterly Report on Form 10-Q and Note 11 - Debt in our Annual Report on Form 10-K for additional details concerning our debt obligations.

We closely monitor the amounts and timing of our sources and uses of funds. Our ability to maintain a sufficient level of liquidity to fund our operations and meet our financial obligations will be dependent upon our future performance, which is subject to general economic conditions, industry cycles and financial, business and other factors affecting our operations, many of which are beyond our control. For example, the threat of recession and related economic repercussions could have a significant adverse effect on our financial position and business condition, as well as that of our customers and suppliers. Additionally, these events may, among other factors, impact our ability to generate cash flows from operations, access the capital markets on acceptable terms or at all, service our indebtedness, maintain compliance with the financial covenants contained in our various credit agreements and affect our future need or ability to borrow under our credit agreements. Our ability to access the capital markets will depend on financial, economic and market conditions, many of which are outside of our control, and we may be unable to raise financing when needed, or on terms favorable to us, or at all. In addition, we may seek to engage in one or more of the following, such as refinancing and/or extending the maturities of all or part of our existing indebtedness, amend existing debt to gain additional flexibility, entering into a strategic partnership with one or more parties, or the sale or divestiture of assets, but there can be no assurance that we would be able to enter into such a transaction or transactions on a timely basis or on terms favorable to us, or at all. Our failure to raise capital through our operations, refinancing or strategic alternatives as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. In addition to impacting our current sources of funding, the effects of such events may also impact our liquidity or require us to revise our allocation or sources of capital, reduce capital expenditures, implement further cost reduction measures and/or change our business strategy. Political economic repercussions could also have a broad range of effects on our liquidity sources and will depend on future developments that cannot be predicted at this time.

Our ability to generate operating cash flow, sell assets, access capital markets or take any other action to improve our liquidity and manage our debt is subject to the risks described or referenced herein and other risks and uncertainties that exist in our industry, some of which we may not be able to anticipate at this time or control. Such risks include the following:

• our ability to generate sufficient cash from operations, access our credit facilities or amounts available under our term loans to support our operations, or maintain our compliance with covenants under our debt arrangements;

•our ability to manage inflationary pressures, including the impact of tariffs, in our operating costs;

•loss of customers or other unforeseen deterioration in demand for our services;

• seasonal fluctuations, such as severe weather and other variations in our customers’ industries, that may impede or delay the timing of customer orders and the delivery of our services;

• rapid increases in raw materials, including impacts and uncertainty from trade disputes and tariffs, and labor costs that may hinder our ability to meet our forecasted operating expenses;

• persisting or increasing levels of inflation domestically and internationally as well as increased costs due to tariffs and the impact of such inflation on our ability to meet our current forecast;

• changes in regulations governing our operations and unplanned costs to comply with such regulatory changes;

• counterparty credit risk related to our ability to collect our receivables;

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

•unexpected or prolonged fluctuations in interest rates and their impact on our forecasted costs of raising additional capital.

See Item 1A “Risk Factors” in our Annual Report on Form 10-K for additional information.

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As of June 30, 2025, we had approximately $32.7 million of available borrowing capacity under our various credit facilities, consisting of $22.7 million available under the Revolving Credit Loans, and $10.0 million available under the Second Lien Delayed Draw Term Loans. Our principal uses of cash are for working capital needs, capital expenditures, and operations.

As of June 30, 2025, we were in compliance with our debt covenants. Our ability to maintain compliance with the financial covenants contained in the 2022 ABL Credit Agreement, First Lien Term Loan Agreement and Second A&R Second Lien Term Loan Credit Agreement is dependent upon our future operating performance and future financial condition, both of which are subject to various risks and uncertainties.

As of August 8, 2025, we had consolidated cash and cash equivalents of $8.8 million, excluding $4.5 million of restricted cash used mainly as collateral for letters of credit and commercial card programs, and approximately $37.7 million of undrawn availability under our various credit facilities, resulting in total liquidity of $46.5 million.

Cash Flows

The following table summarizes cash flows from Operating, Investing and Financing activities (in thousands):


	Six Months Ended June 30,
Cash flows provided by (used in):	2025		2024		Favorable (Unfavorable)
Operating activities	$	(32,005)	$	(4,466)	$	(27,539)
Investing activities	(4,316)		(5,620)		1,304
Financing activities	21,161		(2,500)		23,661
Effect of exchange rate changes on cash	324		(380)		704
Net decrease in cash and cash equivalents	$	(14,836)	$	(12,966)	$	(1,870)

Cash and cash equivalents. Our cash and cash equivalents as of June 30, 2025 totaled $20.7 million, consisting of $16.6 million of unrestricted cash on hand, and $4.1 million of restricted cash. International cash balances as of June 30, 2025 were $6.4 million, and approximately $1.1 million of such cash is located in countries where currency or regulatory restrictions exist.

As of December 31, 2024, our cash and cash equivalents were $35.5 million, including $31.5 million of unrestricted cash on hand, and $4.0 million of restricted cash. International cash balances as of December 31, 2024 were $5.1 million, including $1.1 million of cash located in countries where currency or regulatory restrictions existed.

Our total debt and finance obligations were $370.2 million (of which $3.8 million was classified as current at June 30, 2025), compared to total debt of $325.1 million at December 31, 2024. The increase of $45.1 million was driven by the $20.0 million increase in the Revolving Credit Loans borrowings and increases in other outstanding debt due to the recent refinancing transactions completed on March 12, 2025.

Cash flows attributable to our operating activities. Our largest source of operating cash inflow is cash collection from customers for work performed. The primary use of operating cash is to pay our suppliers, employees, tax authorities, and others.

Cash flows from operating activities are primarily generated from net income or loss adjusted for certain noncash items which include depreciation and amortization, PIK interest, and amortization of debt issuance costs. For the six months ended June 30, 2025, cash flows from operating activities also included an adjustment to net loss for noncash loss on debt extinguishment.

For the six months ended June 30, 2025, net cash used in operating activities was $32.0 million, an increase of $27.5 million as compared to $4.5 million in the 2024 period. This was primarily driven by higher negative working capital impacts. Changes in working capital items such as collection of receivables, and payments of operating payables are significant factors affecting operating cash flows and can be highly volatile in periods of increasing or decreasing activity levels. Changes in working capital items used $40.0 million in cash flows during the six months ended June 30, 2025, a $26.0 million increase as compared to the $14.0 million in cash flows used by working capital in the corresponding 2024 period.

Cash flows attributable to our investing activities. For the six months ended June 30, 2025, net cash used in investing activities consisted of capital expenditures of $4.3 million.

For the six months ended June 30, 2024, net cash used in investing activities consisted primarily of capital expenditures of $5.8 million.

Cash flows attributable to our financing activities. For the six months ended June 30, 2025, net cash provided by financing activities was $21.2 million, consisting primarily of the net borrowings under the Revolving Credit Loans of $20.0

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million, borrowings under the new First Lien Term Loan and 2025 Second Lien Term Loan, partially offset by the payments of the total outstanding balances under the Corre Delayed Draw Term Loan, Corre Incremental Term Loan and ME/RE Loans, and a partial pay down of the Corre Uptiered Loan. In addition, we paid $8.9 million of debt issuance costs for the debt refinancing transactions executed with our existing and new lenders at March 12, 2025.

For the six months ended June 30, 2024, net cash used in financing activities was $2.5 million, consisting primarily of the payments under the ME/RE Loans of $1.4 million, payments under the Corre Incremental Term Loan of $0.7 million, and payment of debt issuance costs of $2.8 million, partially offset by equipment financing of $1.8 million and net borrowings under the Revolving Credit Loans of $0.6 million.

Effect of exchange rate changes on cash and cash equivalents. For the six months ended June 30, 2025 and 2024, the effect of foreign exchange rate changes on cash was $0.3 million and negative $0.4 million, respectively. The impact of exchange rates on cash and cash equivalents is primarily attributable to fluctuations in U.S. Dollar exchange rate against the Euro, the British Pound, the Canadian Dollar and the Brazilian Real.

Off-Balance Sheet Arrangements

From time-to-time, we enter into off-balance sheet arrangements and transactions that can give rise to material off-balance sheet obligations. See Note 10 - Debt in this Quarterly Report on Form 10-Q and Note 11 - Debt in our Annual Report on Form 10-K for additional details of our off-balance sheet arrangements.

Critical Accounting Policies and Estimates

A discussion of our critical accounting policies and estimates is included in our Annual Report on Form 10-K. There were no material changes to our critical accounting policies during the six months ended June 30, 2025.


ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this item 3.


ITEM 4.			CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. Under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, the CEO and CFO have concluded as of June 30, 2025, that our disclosure controls and procedures were effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the requisite time periods.

Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended June 30, 2025.

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PART II—OTHER INFORMATION


ITEM 1.			LEGAL PROCEEDINGS

For information on legal proceedings, see Note 13 - Commitments and Contingencies to the condensed consolidated financial statements included in this report.


ITEM 1A.			RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties. There have been no material changes in our risk factors as previously disclosed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K.


ITEM 2.			UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

NONE


ITEM 3.			DEFAULTS UPON SENIOR SECURITIES

NONE


ITEM 4.			MINE SAFETY DISCLOSURES

NOT APPLICABLE


ITEM 5.			OTHER INFORMATION

Insider Trading Arrangements. During the quarter ended June 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” (each as defined in Item 408(a) of Regulation S-K under the Exchange Act).

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ITEM 6.			EXHIBITS


Exhibit Number						Description

3.1						Amended and Restated Certificate of Incorporation of Team, Inc. (filed as Exhibit 3.1 to Team, Inc.’s Current Report on Form 8-K (File No. 001-08604) filed on December 2, 2011, incorporated herein by reference).

3.2						Certificate of Amendment of Amended and Restated Certificate of Incorporation of Team, Inc., dated October 24, 2013 (filed as Exhibit 3.2 to Team, Inc.’s Annual Report on Form 10-K (File No. 001-08604) filed on March 7, 2024, incorporated herein by reference).

3.3						Certificate of Amendment to Amended and Restated Certificate of Incorporation of Team, Inc., dated November 28, 2022 (filed as Exhibit 3.3 to Team, Inc.’s Quarterly Report on Form 10-Q/A (File No. 001-08604) filed on November 8, 2023, incorporated herein by reference).

3.4						Certificate of Amendment to Amended and Restated Certificate of Incorporation of Team, Inc. (filed as Exhibit 3.1 to Team, Inc.’s Current Report on Form 8-K (File No. 001-08604) filed on December 22, 2022, incorporated by reference herein).

3.5						Amended and Restated Bylaws of Team, Inc. (filed as Exhibit 3.3 to Team, Inc.’s Annual Report on Form 10-K for year ended December 31, 2017 (File No. 001-08604), incorporated herein by reference).

3.6						Certificate of Designations of Series A Preferred Stock of Team, Inc., as filed with the Secretary of State of the State of Delaware on February 2, 2022 (filed as Exhibit 3.1 to Team, Inc.’s Current Report on Form 8-K (File No. 001-08604) filed on February 2, 2022, incorporated by reference herein).

31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3						Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3						Certification of Chief Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.


						TEAM, INC. (Registrant)

Date: August 12, 2025						/S/ Keith D. Tucker
						Keith D. Tucker Chief Executive Officer (Principal Executive Officer)

						/S/ Nelson M. Haight
						Nelson M. Haight Chief Financial Officer (Principal Financial Officer)

						/S/ Matthew E. Acosta
						Matthew E. Acosta Vice President, Chief Accounting Officer (Principal Accounting Officer)

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