Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 08, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TISI | ||
Entity Registrant Name | TEAM INC | ||
Entity Central Index Key | 318,833 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 29,987,116 | ||
Entity Public Float | $ 580 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 26,552 | $ 46,216 |
Receivables, net of allowance of $11,308 and $7,835 | 301,963 | 262,773 |
Inventory | 49,703 | 49,571 |
Income tax receivable | 892 | 512 |
Deferred income taxes | 0 | 16,521 |
Prepaid expenses and other current assets | 17,950 | 25,764 |
Total current assets | 397,060 | 401,357 |
Property, plant and equipment, net | 203,219 | 203,130 |
Intangible assets, net of accumulated amortization of $54,184 and $37,309 | 160,161 | 176,104 |
Goodwill | 284,804 | 355,786 |
Other assets, net | 5,798 | 4,826 |
Deferred income taxes | 4,793 | 6,215 |
Total assets | 1,055,835 | 1,147,418 |
Current liabilities: | ||
Current-portion of long term debt | 0 | 20,000 |
Accounts payable | 55,312 | 47,817 |
Other accrued liabilities | 92,472 | 79,904 |
Total current liabilities | 147,784 | 147,721 |
Deferred income taxes | 38,100 | 93,318 |
Long-term debt | 387,749 | 346,911 |
Defined benefit pension liability | 14,976 | 21,239 |
Other long-term liabilities | 9,758 | 2,592 |
Total liabilities | 598,367 | 611,781 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, 500,000 shares authorized, none issued | 0 | 0 |
Common stock, par value $0.30 per share, 60,000,000 shares authorized; 29,953,041 and 29,784,734 shares issued | 8,984 | 8,934 |
Additional paid-in capital | 352,500 | 336,756 |
Retained earnings | 115,780 | 218,947 |
Accumulated other comprehensive loss | (19,796) | (29,000) |
Total equity | 457,468 | 535,637 |
Total liabilities and equity | $ 1,055,835 | $ 1,147,418 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Receivables, allowance | $ 11,308 | $ 7,835 |
Intangible assets, accumulated amortization | $ 54,184 | $ 37,309 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value, in USD per share | $ 0.30 | $ 0.30 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 29,953,041 | 29,784,734 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 571,718 | $ 1,200,211 | $ 1,196,696 | $ 842,047 |
Operating expenses | 409,391 | 890,212 | 868,144 | 584,054 |
Gross margin | 162,327 | 309,999 | 328,552 | 257,993 |
Selling, general and administrative expenses | 142,643 | 348,391 | 323,973 | 189,528 |
Restructuring and other related charges, net | 0 | 2,651 | 5,513 | 0 |
(Gain) loss on revaluation of contingent consideration | 522 | (1,174) | 2,184 | 0 |
Goodwill impairment loss | 0 | 75,241 | 0 | 0 |
Operating income (loss) | 19,162 | (115,110) | (3,118) | 68,465 |
Interest expense, net | 4,898 | 21,487 | 12,667 | 2,489 |
Write-off of deferred loan costs | 0 | 1,244 | 0 | 0 |
Gain on convertible debt embedded derivative | 0 | (818) | 0 | 0 |
Foreign currency (gain) loss and other | 813 | 510 | (127) | 2,686 |
Income (loss) from continuing operations before income taxes | 13,451 | (137,533) | (15,658) | 63,290 |
Less: Provision (benefit) for income taxes (see Note 8) | 4,573 | (33,372) | (3,093) | 22,793 |
Income (loss) from continuing operations | 8,878 | (104,161) | (12,565) | 40,497 |
Loss from discontinued operations, net of income tax | 0 | 0 | (111) | 0 |
Net income (loss) | 8,878 | (104,161) | (12,676) | 40,497 |
Less: Income attributable to noncontrolling interest | 0 | 0 | 0 | 427 |
Net income (loss) attributable to Team shareholders | $ 8,878 | $ (104,161) | $ (12,676) | $ 40,070 |
Basic earnings (loss) per common share: | ||||
Basic earnings (loss) from continuing operations per share (in USD per share) | $ 0.43 | $ (3.49) | $ (0.45) | $ 1.95 |
Basic earnings (loss) from discontinued operations per share (in USD per share) | 0 | 0 | 0 | 0 |
Net income (loss) per share: Basic (in USD per share) | 0.43 | (3.49) | (0.45) | 1.95 |
Diluted earnings (loss) per common share: | ||||
Diluted earnings (loss) from continuing operations per share (in USD per share) | 0.41 | (3.49) | (0.45) | 1.85 |
Diluted earnings (loss) from discontinued operations per share (in USD per share) | 0 | 0 | 0 | 0 |
Net income (loss) per share: Diluted (in USD per share) | $ 0.41 | $ (3.49) | $ (0.45) | $ 1.85 |
Amounts attributable to Team shareholders: | ||||
Income (loss) from continuing operations, net of income tax | $ 8,878 | $ (104,161) | $ (12,565) | $ 40,070 |
Loss from discontinued operations, net of income tax | 0 | 0 | (111) | 0 |
Net income (loss) | $ 8,878 | $ (104,161) | $ (12,676) | $ 40,070 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 8,878 | $ (104,161) | $ (12,676) | $ 40,497 |
Foreign currency translation adjustment | (7,228) | 10,607 | (3,849) | (15,822) |
Foreign currency hedge | 101 | (1,802) | 481 | 3,237 |
Net actuarial gain (loss) on defined benefit pension plans | 0 | 3,226 | (10,518) | 0 |
Amortization of net actuarial loss on defined benefit pension plans | 0 | 71 | 0 | 0 |
Other comprehensive income (loss), before tax | (7,127) | 12,102 | (13,886) | (12,585) |
Tax (provision) benefit attributable to other comprehensive income (loss) | 2,291 | (2,898) | 3,260 | 1,655 |
Total other comprehensive income (loss), net of tax | (4,836) | 9,204 | (10,626) | (10,930) |
Total comprehensive income (loss) | 4,042 | (94,957) | (23,302) | 29,567 |
Less: Total comprehensive income attributable to noncontrolling interest | 0 | 0 | 0 | 356 |
Total comprehensive income (loss) attributable to Team shareholders | $ 4,042 | $ (94,957) | $ (23,302) | $ 29,211 |
Consolidated Statements Of Shar
Consolidated Statements Of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Noncontrolling Interest | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at May. 31, 2014 | 20,478,000 | 0 | |||||
Beginning balance at May. 31, 2014 | $ 317,045 | $ 6,142 | $ 0 | $ 105,872 | $ 5,678 | $ 202,032 | $ (2,679) |
Net income (loss) | 40,497 | 40,497 | 0 | ||||
Foreign currency translation adjustment, net of tax | (13,263) | (13,263) | |||||
Foreign currency hedge, net of tax | 2,333 | 2,333 | |||||
Comprehensive income attributable to noncontrolling interest | (356) | 356 | (427) | 71 | |||
Non-cash compensation | 4,838 | 4,838 | |||||
Vesting of stock awards (in shares) | 106,000 | ||||||
Vesting of stock awards | (1,775) | $ 33 | (1,808) | ||||
Tax effect of share-based payment arrangements | $ 3,034 | 3,034 | |||||
Exercise of stock options (in shares) | 326,000 | 325,000 | |||||
Exercise of stock options | $ 3,804 | $ 98 | 3,706 | ||||
Purchase of treasury stock (in shares) | (547,000) | ||||||
Purchase of treasury stock | (21,138) | $ (21,138) | |||||
Ending balance (in shares) at May. 31, 2015 | 20,909,000 | (547,000) | |||||
Ending balance at May. 31, 2015 | 335,375 | $ 6,273 | $ (21,138) | 115,642 | 6,034 | 242,102 | (13,538) |
Net income (loss) | 8,878 | 8,878 | |||||
Foreign currency translation adjustment, net of tax | (4,898) | (4,898) | |||||
Foreign currency hedge, net of tax | 62 | 62 | |||||
Comprehensive income attributable to noncontrolling interest | 0 | ||||||
Purchase of non-controlling interest, shares | 728,000 | ||||||
Purchase of noncontrolling interest | (5,934) | $ 218 | (118) | (6,034) | |||
Non-cash compensation | 3,522 | 3,522 | |||||
Vesting of stock awards (in shares) | 89,000 | ||||||
Vesting of stock awards | (1,375) | $ 27 | (1,402) | ||||
Tax effect of share-based payment arrangements | $ 374 | 374 | |||||
Exercise of stock options (in shares) | 109,000 | 111,000 | |||||
Exercise of stock options | $ 2,142 | $ 34 | 2,108 | ||||
Ending balance (in shares) at Dec. 31, 2015 | 21,837,000 | (547,000) | |||||
Ending balance at Dec. 31, 2015 | 338,146 | $ 6,552 | $ (21,138) | 120,126 | 0 | 250,980 | (18,374) |
Net income (loss) | (12,676) | (12,676) | |||||
Foreign currency translation adjustment, net of tax | (2,498) | (2,498) | |||||
Foreign currency hedge, net of tax | 300 | 300 | |||||
Change in defined benefit pension plan net actuarial loss, net of tax | (8,428) | (8,428) | |||||
Comprehensive income attributable to noncontrolling interest | 0 | ||||||
Non-cash compensation | 7,313 | 7,313 | |||||
Vesting of stock awards (in shares) | 142,000 | ||||||
Vesting of stock awards | (1,709) | $ 40 | (1,749) | ||||
Tax effect of share-based payment arrangements | (535) | (535) | |||||
Issuance of common stock in Furmanite acquisition and conversion of Furmanite share-based awards (in shares) | 8,208,000 | ||||||
Issuance of common stock in Furmanite acquisition and conversion of Furmanite share-based awards | $ 211,530 | $ 2,462 | 209,068 | ||||
Exercise of stock options (in shares) | 251,000 | 251,000 | |||||
Exercise of stock options | $ 5,903 | $ 75 | 5,828 | ||||
Issuance of common stock, in shares | 167,931 | 168,000 | |||||
Issuance of common stock | $ 5,934 | $ 50 | 5,884 | ||||
Purchase of treasury stock (in shares) | (274,000) | ||||||
Purchase of treasury stock | $ (7,593) | $ (7,593) | |||||
Retirement of treasury stock, in shares | 821,087 | 821,000 | 821,000 | ||||
Retirement of treasury stock | $ 0 | $ (245) | $ 28,731 | (9,129) | (19,357) | ||
Other | (50) | (50) | |||||
Ending balance (in shares) at Dec. 31, 2016 | 29,785,000 | 0 | |||||
Ending balance at Dec. 31, 2016 | 535,637 | $ 8,934 | $ 0 | 336,756 | 0 | 218,947 | (29,000) |
Adoption of ASU 2016-09 | Accounting Standards Update 2016-09 | 994 | 994 | |||||
Net income (loss) | (104,161) | (104,161) | |||||
Foreign currency translation adjustment, net of tax | 7,688 | 7,688 | |||||
Foreign currency hedge, net of tax | (1,114) | (1,114) | |||||
Change in defined benefit pension plan net actuarial loss, net of tax | 2,630 | 2,630 | |||||
Issuance of convertible debt, net of tax | 8,415 | 8,415 | |||||
Comprehensive income attributable to noncontrolling interest | 0 | ||||||
Non-cash compensation | 7,876 | 7,876 | |||||
Vesting of stock awards (in shares) | 152,000 | ||||||
Vesting of stock awards | $ (947) | $ 45 | (992) | ||||
Exercise of stock options (in shares) | 16,000 | 16,000 | |||||
Exercise of stock options | $ 450 | $ 5 | 445 | ||||
Ending balance (in shares) at Dec. 31, 2017 | 29,953,000 | 0 | |||||
Ending balance at Dec. 31, 2017 | $ 457,468 | $ 8,984 | $ 0 | $ 352,500 | $ 0 | $ 115,780 | $ (19,796) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 8,878 | $ (104,161) | $ (12,676) | $ 40,497 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 19,426 | 52,143 | 48,673 | 22,787 |
Write-off of deferred loan costs | 0 | 1,244 | 0 | 0 |
Loss on asset impairment and disposals | 51 | 553 | 1,540 | 617 |
Amortization of deferred loan costs and debt discount | 256 | 3,085 | 541 | 223 |
Provision for doubtful accounts | 1,819 | 7,097 | 6,336 | 233 |
Loss on investment in Venezuela | 0 | 0 | 0 | 1,177 |
Foreign currency (gain) loss | 813 | 499 | (93) | 1,509 |
Deferred income taxes | 2,411 | (46,540) | (4,236) | (729) |
(Gain) loss on revaluation of contingent consideration | 522 | (1,174) | 2,184 | 0 |
Gain on convertible debt embedded derivative | 0 | (818) | 0 | 0 |
Goodwill impairment loss | 0 | 75,241 | 0 | 0 |
Non-cash compensation cost | 3,469 | 7,876 | 7,313 | 4,838 |
Other, net | 0 | (3,789) | (1,182) | 0 |
(Increase) decrease, net of the effects of acquisitions: | ||||
Receivables | 15,231 | (39,820) | 16,518 | (43,425) |
Inventory | 372 | 614 | 2,119 | (925) |
Prepaid expenses and other current assets | (111) | 6,642 | (163) | (2,525) |
Increase (decrease), net of the effects of acquisitions: | ||||
Accounts payable | (13,365) | 6,424 | 8,361 | 10,789 |
Other accrued liabilities | (14,426) | 14,896 | (2,346) | 9,377 |
Income taxes | (8,085) | 6,260 | 6,675 | (972) |
Net cash (used in) provided by operating activities | 17,261 | (13,728) | 79,564 | 43,471 |
Cash flows from investing activities: | ||||
Capital expenditures | (25,802) | (36,798) | (45,812) | (28,769) |
Proceeds from disposal of assets | 5,227 | 3,259 | 4,232 | 133 |
Net proceeds from sale of discontinued operations | 0 | 0 | 13,295 | 0 |
Business acquisitions, net of cash acquired | (262,100) | 0 | (48,382) | (3,075) |
Change in restricted cash | (5,000) | 0 | 5,000 | 0 |
Change related to Venezuelan operations | 0 | 0 | 0 | (620) |
Other | (105) | (457) | 827 | 550 |
Net cash used in investing activities | (287,780) | (33,996) | (70,840) | (31,781) |
Cash flows from financing activities: | ||||
Net debt borrowings (payments) on Credit Facility | 103,000 | (23,006) | 15,996 | 8,000 |
Net (payments) borrowings under term loan | 190,000 | (170,000) | (20,000) | 0 |
Issuance of convertible debt, net of issuance costs | 0 | 222,311 | 0 | 0 |
Deferred consideration payments | (2,307) | 0 | (694) | (1,000) |
Contingent consideration payments | (230) | (1,278) | (1,816) | (1,000) |
Purchase of noncontrolling interest | (5,934) | 0 | 0 | 0 |
Debt issuance costs on Credit Facility | (1,950) | (1,938) | (801) | 0 |
Payments related to withholding tax for share-based payment arrangements | (1,375) | (947) | (1,709) | (1,775) |
Corporate tax effect from share-based payment arrangements | 374 | 0 | (535) | 3,034 |
Exercise of stock options | 2,142 | 450 | 5,903 | 3,804 |
Issuance of common stock, net of issuance costs | 0 | 0 | 5,243 | 0 |
Purchase of treasury stock | 0 | 0 | (7,593) | (21,138) |
Net cash provided by (used in) financing activities | 283,720 | 25,592 | (6,006) | (10,075) |
Effect of exchange rate changes on cash | (1,587) | 2,468 | (1,327) | (3,060) |
Net (decrease) increase in cash and cash equivalents | 11,614 | (19,664) | 1,391 | (1,445) |
Cash and cash equivalents at beginning of period | 33,211 | 46,216 | 44,825 | 34,656 |
Cash and cash equivalents at end of period | 44,825 | 26,552 | 46,216 | 33,211 |
Cash paid (refunded) during the year for: | ||||
Interest | 3,907 | 13,176 | 12,207 | 2,028 |
Income taxes | $ 10,252 | $ 5,719 | $ (2,741) | $ 21,491 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES Description of Business. Unless otherwise indicated, the terms “Team, Inc.,” “Team,” “the Company,” “we,” “our” and “us” are used in this report to refer to Team, Inc., to one or more of our consolidated subsidiaries or to all of them taken as a whole. We are a leading provider of standard to specialty industrial services, including inspection, engineering assessment and mechanical repair and remediation required in maintaining high temperature and high pressure piping systems and vessels that are utilized extensively in the refining, petrochemical, power, pipeline and other heavy industries. We conduct operations in three segments: TeamQualspec Group (“TeamQualspec”) (formerly the Inspection and Heat Treating Services Group), TeamFurmanite Group (“TeamFurmanite”) (formerly the Mechanical Services Group) and Quest Integrity (“Quest Integrity”). Through the capabilities and resources in these three segments, we believe that Team is uniquely qualified to provide integrated solutions involving in their most basic form, inspection to assess condition, engineering assessment to determine fitness for purpose in the context of industry standards and regulatory codes and mechanical services to repair, rerate or replace based upon the client’s election. In addition, our Company is capable of escalating with the client’s needs—as dictated by the severity of the damage found and the related operating conditions—from standard services to some of the most advanced services and integrated integrity management and asset reliability solutions available in the industry. We also believe that Team is unique in its ability to provide services in three distinct client demand profiles: (i) turnaround or project services, (ii) call-out services and (iii) nested or run-and-maintain services. TeamQualspec provides standard and advanced non-destructive testing (“NDT”) services for the process, pipeline and power sectors, pipeline integrity management services, field heat treating services, as well as associated engineering and assessment services. These services can be offered while facilities are running (on-stream), during facility turnarounds or during new construction or expansion activities. TeamFurmanite, our mechanical services segment, provides primarily call-out and turnaround services under both on-stream and off-line/shut down circumstances. Turnaround services are project-related and demand is a function of the number and scope of scheduled and unscheduled facility turnarounds as well as new industrial facility construction or expansion activities. The turnaround and call-out services TeamFurmanite provides include field machining, technical bolting, field valve repair, and isolation test plugging services. On-stream services offered by TeamFurmanite represent the services offered while plants are operating and under pressure. These services include leak repair, fugitive emissions control and hot tapping. Quest Integrity provides integrity and reliability management solutions for the process, pipeline and power sectors. These solutions encompass two broadly-defined disciplines: (1) highly specialized in-line inspection services for unpiggable process piping and pipelines using proprietary in-line inspection tools and analytical software; and (2) advanced condition assessment services through a multi-disciplined engineering team. We offer these services globally through over 220 locations in 20 countries throughout the world with more than 7,300 employees. We market our services to companies in a diverse array of heavy industries which include the petrochemical, refining, power, pipeline, steel, pulp and paper industries, as well as municipalities, shipbuilding, OEMs, distributors, and some of the world’s largest engineering and construction firms. Our stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “TISI”. In November 2015, we announced we would change our fiscal year end to December 31 of each calendar year from May 31. In connection with this change, we previously filed a Transition Report on Form 10-K to report the results of the seven-month transition period from June 1, 2015 to December 31, 2015. In this report, the periods presented are the years ended December 31, 2017 and 2016, the seven-month transition period from June 1, 2015 to December 31, 2015 and the year ended May 31, 2015. For comparison purposes, we have also included unaudited data for the year ended December 31, 2015 and for the seven months ended December 31, 2014 (see Note 20). Consolidation. The consolidated financial statements include the accounts of Team, Inc. and our majority-owned subsidiaries where we have control over operating and financial policies. Investments in affiliates in which we have the ability to exert significant influence over operating and financial policies, but where we do not control the operating and financial policies, are accounted for using the equity method. All material intercompany accounts and transactions have been eliminated in consolidation. Effective February 1, 2015, we began reporting the results of our Venezuelan operations using the cost method of accounting (see Note 17). Use of estimates. Our accounting policies conform to Generally Accepted Accounting Principles in the United States (“GAAP”). The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect our reported financial position and results of operations. We review significant estimates and judgments affecting our consolidated financial statements on a recurring basis and record the effect of any necessary adjustments prior to their publication. Estimates and judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things, (1) aspects of revenue recognition, (2) valuation of acquisition related tangible and intangible assets and assessments of all long-lived assets for possible impairment, (3) estimating various factors used to accrue liabilities for workers’ compensation, auto, medical and general liability, (4) establishing an allowance for uncollectible accounts receivable, (5) estimating the useful lives of our assets, (6) assessing future tax exposure and the realization of tax assets, (7) estimating the value associated with contingent consideration payment arrangements, (8) the valuation of the embedded derivative liability in our convertible debt and (9) selecting assumptions used in the measurement of costs and liabilities associated with defined benefit pension plans. Our most significant accounting policies are described below. Fair value of financial instruments . Our financial instruments consist primarily of cash, cash equivalents, accounts receivable, accounts payable and debt obligations. The carrying amount of cash, cash equivalents, trade accounts receivable and trade accounts payable are representative of their respective fair values due to the short-term maturity of these instruments. The fair value of our banking facility is representative of the carrying value based upon the variable terms and management’s opinion that the current rates available to us with the same maturity and security structure are equivalent to that of the banking facility. The fair value of our convertible senior notes as of December 31, 2017 is $231.6 million (inclusive of the fair value of the conversion option) and is a “Level 2” (as defined in Note 10) measurement, determined based on the observed trading price of these instruments. Cash and cash equivalents . Cash and cash equivalents consist of all demand deposits and funds invested in highly liquid short-term investments with original maturities of three months or less. Inventory. Except for certain inventories that are valued based on weighted-average cost, we use the first-in, first-out method to value our inventory. Inventory includes material, labor and certain fixed overhead costs. Inventory is stated at the lower of cost and net realizable value. Inventory quantities on hand are reviewed periodically and carrying cost is reduced to net realizable value for inventories for which their cost exceeds their utility. The cost of inventories consumed or products sold are included in operating expenses. Property, plant and equipment. Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Leasehold improvements are amortized over the shorter of their respective useful life or the lease term. Depreciation and amortization of assets are computed by the straight-line method over the following estimated useful lives of the assets: Classification Useful Life Buildings 20-40 years Enterprise Resource Planning (“ERP”) System 15 years Leasehold improvements 2-15 years Machinery and equipment 2-12 years Furniture and fixtures 2-10 years Computers and computer software 2-5 years Automobiles 2-5 years Revenue recognition. Most of our projects are short-term in nature and we predominantly derive revenues by providing a variety of industrial services on a time and material basis. For all of these services our revenues are recognized when services are rendered or when product is shipped to the job site and risk of ownership passes to the customer. However, due to various contractual terms with our customers, at the end of any reporting period, there may be earned but unbilled revenue that is accrued to properly match revenues with related costs. At December 31, 2017 and December 31, 2016 , the amount of earned but unbilled revenue included in accounts receivable was $69.1 million and $39.7 million , respectively. Goodwill and intangible assets. We allocate the purchase price of acquired businesses to their identifiable tangible assets and liabilities, such as accounts receivable, inventory, property, plant and equipment, accounts payable and accrued liabilities. We also allocate a portion of the purchase price to identifiable intangible assets, such as non-compete agreements, trademarks, trade names, patents, technology and customer relationships. Allocations are based on estimated fair values of assets and liabilities. We use all available information to estimate fair values including quoted market prices, the carrying value of acquired assets, and widely accepted valuation techniques such as discounted cash flows. Certain estimates and judgments are required in the application of the fair value techniques, including estimates of future cash flows, selling prices, replacement costs, economic lives and the selection of a discount rate, as well as the use of “Level 3” measurements as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosur e (“ASC 820”). Deferred taxes are recorded for any differences between the assigned values and tax bases of assets and liabilities. Estimated deferred taxes are based on available information concerning the tax bases of assets acquired and liabilities assumed and loss carryforwards at the acquisition date, although such estimates may change in the future as additional information becomes known. Any remaining excess of cost over allocated fair values is recorded as goodwill. We typically engage third-party valuation experts to assist in determining the fair values for both the identifiable tangible and intangible assets. The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, could materially impact our results of operations. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but are instead tested for impairment at least annually in accordance with the provisions of the ASC 350 Intangibles—Goodwill and Other (“ASC 350”). Intangible assets with estimated useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with ASC 350. We assess goodwill for impairment at the reporting unit level, which we have determined to be the same as our operating segments. Each reporting unit has goodwill relating to past acquisitions. Prior to January 1, 2017, the test for impairment was a two-step process that involved comparing the estimated fair value of each reporting unit to the reporting unit’s carrying value, including goodwill. If the fair value of a reporting unit exceeded its carrying amount, the goodwill of the reporting unit was not considered impaired; therefore, the second step of the impairment test would not be deemed necessary. If the carrying amount of the reporting unit exceeded its fair value, we would then perform the second step to the goodwill impairment test, which involved the determination of the fair value of a reporting unit’s assets and liabilities as if those assets and liabilities had been acquired/assumed in a business combination at the impairment testing date, to measure the amount of goodwill impairment loss to be recorded. However, as discussed under “Newly Adopted Accounting Principles—ASU No. 2017-04” below, effective January 1, 2017 we prospectively adopted a new accounting principle that eliminated the second step of the goodwill impairment test. Therefore, for goodwill impairment tests occurring after January 1, 2017, if the carrying value of a reporting unit exceeds its fair value, we measure any goodwill impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Our goodwill annual test date is December 1 of each year. For the year ended December 31, 2016, we performed a quantitative test for goodwill impairment as of December 1, 2016 and concluded that there was no impairment. The fair values of the reporting units at December 1, 2016 were determined using a combination of income and market approaches. The income approach was based on discounted cash flow models with estimated cash flows based on internal forecasts of revenue and expenses over a five -year period plus a terminal value period. The income approach estimated fair value by discounting each reporting unit’s estimated future cash flows using a discount rate that approximated our weighted-average cost of capital. Major assumptions applied in an income approach include forecasted growth rates as well as forecasted profitability by reporting unit. Additionally, we considered two market approaches that used multiples, based on observable market data, of certain financial metrics of our reporting units to arrive at fair value. We applied equal weighting to each of the income and the two market approaches. The fair value derived from these approaches, in the aggregate, approximated our market capitalization. At December 1, 2016, our market capitalization exceeded the carrying value of our consolidated net assets by approximately $437 million or 80% , and the fair value of each reporting unit significantly exceeded its respective carrying amount as of that date. In the second quarter of the year ended December 31, 2017, we determined that there were sufficient indicators to trigger an interim goodwill impairment analysis. The indicators included, among other factors, the continued market softness, primarily in our TeamFurmanite segment, and the related impacts on our financial results and our stock price. The Company’s interim goodwill impairment test was prepared as of June 30, 2017 using a similar methodology as described above for its 2016 impairment test. The June 30, 2017 interim goodwill impairment test indicated no impairment as the fair values of each reporting unit exceeded their carrying values. On June 30, 2017, our market capitalization exceeded the carrying value of our consolidated net assets by approximately $175 million or 33% . The fair value of the Quest Integrity reporting unit significantly exceeded its carrying value. With respect to our TeamQualspec and TeamFurmanite reporting unit, the fair values exceeded carrying values by 65% and 46% , respectively. In the third quarter of the year ended December 31, 2017, we determined that there were sufficient indicators to trigger an additional interim goodwill impairment analysis, primarily due to a 43% decrease in the Company’s stock price during the quarter, coupled with the continuation of the other factors noted above. This interim goodwill impairment test was prepared as of July 31, 2017 using a similar methodology as used in the December 1, 2016 and June 30, 2017 impairment tests as described above, except that additional weighting was given to the income approach. Additionally, for the two market approaches, we added a weighting of historical financial metrics in addition to projected financial metrics. Management believes these changes were appropriate given the significant decrease in share price since the last interim impairment test in order to reconcile its reporting unit fair values to the lower market capitalization. The July 31, 2017 interim goodwill impairment test indicated impairment as the carrying values of the TeamFurmanite and TeamQualspec reporting units exceeded their fair values. The carrying value of the TeamFurmanite reporting unit exceeded its fair value by $54.1 million and the carrying value of the TeamQualspec reporting unit exceeded its fair value by $21.1 million , resulting in a total impairment loss of $75.2 million . The fair values of the reporting units are “Level 3” measurements as defined in Note 10. The fair value of the Quest Integrity reporting unit significantly exceeded its carrying value. For our annual goodwill impairment test as of December 1, 2017, we elected to perform a qualitative assessment to determine if it was more likely than not (that is, a likelihood of more than 50 percent) that the fair values of our reporting units were less than their respective carrying values as of the test date. Our qualitative assessment considered relevant events and circumstances occurring since the July 31, 2017 quantitative impairment test date that could affect the fair value or carrying amount of the reporting units. Specifically, we considered changes in the Company’s stock price, industry and market conditions, our internal forecasts of future revenue and expenses, any significant events affecting the Company and actual changes in the carrying value of our net assets. After considering all positive and negative evidence, we concluded that it was not more likely than not that our carrying values exceeded fair values and, as such, no additional impairment was indicated. There was $284.8 million and $355.8 million of goodwill at December 31, 2017 and 2016 , respectively. A summary of goodwill is as follows (in thousands): Twelve Months Ended TeamQualspec TeamFurmanite Quest Integrity Total Balance at beginning of period $ 213,475 $ 109,059 $ 33,252 $ 355,786 Acquisitions — — — — Foreign currency adjustments 1,876 1,642 741 4,259 Impairment loss (21,140 ) (54,101 ) — (75,241 ) Balance at end of period $ 194,211 $ 56,600 $ 33,993 $ 284,804 Twelve Months Ended TeamQualspec TeamFurmanite Quest Integrity Total Balance at beginning of year $ 207,497 $ 19,874 $ 29,283 $ 256,654 Acquisitions 5,955 89,646 4,137 99,738 Foreign currency adjustments 23 (461 ) (168 ) (606 ) Impairment loss — — — — Balance at end of year $ 213,475 $ 109,059 $ 33,252 $ 355,786 There was no accumulated impairment loss at December 31, 2016. Income taxes. We follow the guidance of ASC 740 Income Taxes (“ASC 740”), which requires that we use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant temporary differences. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax payable and related tax expense together with assessing temporary differences resulting from differing treatment of certain items, such as depreciation, for tax and accounting purposes. These differences can result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. In accordance with ASC 740, we are required to assess the likelihood that our deferred tax assets will be realized and, to the extent we believe that it is more likely than not (a likelihood of more than 50% ) that some portion or all of the deferred tax assets will not be realized, we must establish a valuation allowance. We consider all available evidence to determine whether, based on the weight of the evidence, a valuation allowance is needed. Evidence used includes information about our current financial position and our results of operations for the current and preceding years, as well as all currently available information about future years, including our anticipated future performance, the reversal of existing taxable temporary differences and tax planning strategies. Management believes future sources of taxable income, reversing temporary differences and other tax planning strategies will be sufficient to realize assets for which no reserve has been established. While we have considered these factors in assessing the need for a valuation allowance, there is no assurance that a valuation allowance would not need to be established in the future if information about future years change, or conversely, that a previously established valuation allowance would not need to be released. Any change in the valuation allowance would impact our income tax provision and net income (loss) in the period in which such a determination is made. As of December 31, 2017 , we believe that it is more likely than not that we will have sufficient reversals of temporary differences and future taxable income to allow us to realize the benefits of the net deferred tax assets except for those related to net operating loss carry forwards of certain foreign subsidiaries in the amount $6.0 million , United States (“U.S.”) net operating loss carry forwards of $99.0 million and unutilized research and development tax credits of $0.8 million . Our belief is based upon our record of historical earnings levels in recent years and projections of future taxable income over the periods in which the future deductible temporary differences become deductible. As of December 31, 2017 , our deferred tax assets were $59.7 million , less a valuation allowance of $26.2 million . As of December 31, 2017 , our deferred tax liabilities were $33.3 million . Significant judgment is required in assessing the timing and amounts of deductible and taxable items for tax purposes. In accordance with ASC 740-10, we establish reserves for uncertain tax positions when, despite our belief that our tax return positions are supportable, we believe that it is not more likely than not that the position will be sustained upon challenge. When facts and circumstances change, we adjust these reserves through our provision for income taxes. To the extent interest and penalties may be assessed by taxing authorities on any related underpayment of income tax, such amounts have been accrued and are classified as a component of income tax provision (benefit) in our consolidated statements of operations. As of December 31, 2017 , our unrecognized tax benefits related to uncertain tax positions were $1.2 million . The 2017 Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted on December 22, 2017 and represents a significant change to the U.S. corporate income tax system including: a federal corporate rate reduction from 35% to 21% ; limitations on the deductibility of interest expense and executive compensation; creation of new minimum taxes such as the base erosion anti-abuse tax (“BEAT”) and Global Intangible Low Taxed Income (“GILTI”) tax; and the transition of U.S. international taxation from a worldwide tax system to a modified territorial tax system, which will result in a one-time U.S. tax liability on those earnings that have not previously been repatriated to the U.S. Due to the complexities involved in accounting for the 2017 Tax Act, the Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin No. 118 (“SAB 118”), which requires companies include in their financial statements reasonable estimates of the impacts of the 2017 Tax Act to the extent such reasonable estimates have been determined. Under SAB 118, companies are allowed a measurement period of up to one year after the enactment date of the 2017 Tax Act to finalize the recording of the related tax impacts. Accordingly, the Company has recorded certain reasonable estimates of the tax impact in its consolidated statement of operations for year ended December 31, 2017, as detailed in Note 8. However, we have not yet completed our accounting for the income tax effects of certain elements of the 2017 Tax Act, including the new GILTI and BEAT taxes. Due to the complexity of these new tax rules, we are continuing to evaluate these provisions of the 2017 Tax Act and whether such taxes are recorded as a current-period expense when incurred or whether such amounts should be factored into the measurement deferred taxes. The Company will continue to evaluate the impact of the 2017 Tax Act and will record any resulting adjustments to its provisional estimates during 2018, which may materially impact our income tax expense (benefit). Workers’ compensation, auto, medical and general liability accruals. In accordance with ASC 450 Contingencies (“ASC 450”), we record a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We review our loss contingencies on an ongoing basis to ensure that we have appropriate reserves recorded on our balance sheet. These reserves are based on historical experience with claims incurred but not received, estimates and judgments made by management, applicable insurance coverage for litigation matters, and are adjusted as circumstances warrant. For workers’ compensation, our self-insured retention is $1.0 million and our automobile liability self-insured retention is currently $500,000 per occurrence. For general liability claims, we have an effective self-insured retention of $3.0 million per occurrence. For medical claims, our self-insured retention is $350,000 per individual claimant determined on an annual basis. For environmental liability claims, our self-insured retention is $1.0 million per occurrence. We maintain insurance for claims that exceed such self-retention limits. The insurance is subject to terms, conditions, limitations and exclusions that may not fully compensate us for all losses. Our estimates and judgments could change based on new information, changes in laws or regulations, changes in management’s plans or intentions, or the outcome of legal proceedings, settlements or other factors. If different estimates and judgments were applied with respect to these matters, it is likely that reserves would be recorded for different amounts. Allowance for doubtful accounts. In the ordinary course of business, a portion of our accounts receivable are not collected due to billing disputes, customer bankruptcies, dissatisfaction with the services we performed and other various reasons. We establish an allowance to account for those accounts receivable that we estimate will eventually be deemed uncollectible. The allowance for doubtful accounts is based on a combination of our historical experience and management’s review of long outstanding accounts receivable. Concentration of credit risk. No single customer accounts for more than 10% of consolidated revenues. Earnings (loss) per share. Basic earnings (loss) per share is computed by dividing income (loss) from continuing operations, income (loss) from discontinued operations or net income (loss) attributable to Team stockholders by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing income (loss) from continuing operations, income (loss) from discontinued operations or net income (loss) attributable to Team stockholders, less income or loss for the period attributable to the noncontrolling interest, by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, (2) the dilutive effect of the assumed exercise of share-based compensation using the treasury stock method, (3) the dilutive effect of the assumed conversion of our noncontrolling interest to our common stock prior to the acquisition of that interest and (4) the dilutive effect of the assumed conversion of our convertible senior notes under the treasury stock method. The Company’s intent is to settle the principal amount of the convertible senior notes in cash upon conversion. If the conversion value exceeds the principal amount, the Company may elect to deliver shares of its common stock with respect to the remainder of its conversion obligation in excess of the aggregate principal amount (the “conversion spread”). Accordingly, the conversion spread is included in the denominator for the computation of diluted earnings per common share using the treasury stock method and the numerator is adjusted for any recorded gain or loss, net of tax, on the embedded derivative associated with the conversion feature. Amounts used in basic and diluted earnings (loss) per share, for all periods presented, are as follows (in thousands): Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended May 31, 2017 2016 2015 2015 Weighted-average number of basic shares outstanding 29,849 28,095 20,852 20,500 Stock options, stock units and performance awards — — 260 419 Conversion of noncontrolling interest — — 313 732 Convertible senior notes — — — — Total shares and dilutive securities 29,849 28,095 21,425 21,651 For the years ended December 31, 2017 and 2016, all outstanding share-based compensation awards were excluded from the calculation of diluted earnings (loss) per share because their inclusion would be antidilutive due to the loss from continuing operations in those periods. Also, for the year ended December 31, 2017, the effect of our convertible senior notes was excluded from the calculation of diluted earnings (loss) per share since the conversion price exceeded the average price of our common stock during the applicable period. For information on our convertible senior notes and our share-based compensation awards, refer to Note 9 and Note 11, respectively. There were no share-based awards outstanding during the seven months ended December 31, 2015 and the year ended May 31, 2015 that were excluded from the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of common shares during the periods. On August 31, 2015, we issued 728,266 shares of restricted common stock and paid $5.9 million in cash to acquire the noncontrolling interest of Quest Integrity Group, LLC. Prior to August 31, 2015, these shares were included as dilutive securities in the earnings per share calculation as set forth above. Foreign currency . For subsidiaries whose functional currency is not the U.S. Dollar, assets and liabilities are translated at period ending rates of exchange and revenues and expenses are translated at period average exchange rates. Translation adjustments for the asset and liability accounts are included as a separate component of accumulated other comprehensive loss in stockholders’ equity. Foreign currency transaction gains and losses are included in our statements of operations. We utilize monthly foreign currency swap contracts to reduce exposures to changes in foreign currency exchange rates including, but not limited to, the Australian Dollar, Canadian Dollar, Brazilian Real, British Pound, Euro, Malaysian Ringgit and Mexican Peso. The impact from these swap contracts was not material as of December 31, 2017 and 2016 or for the years ended December 31, 2017 and 2016, the seven months ended December 31, 2015 and the year ended |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Furmanite. In November 2015, Team and Furmanite Corporation (now Furmanite LLC, “Furmanite”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which we acquired all the outstanding shares of Furmanite in a stock transaction whereby Furmanite shareholders received 0.215 shares of Team common stock for each share of Furmanite common stock they owned. The merger was completed on February 29, 2016. Outstanding Furmanite share-based payment awards were generally converted into comparable share-based awards of Team, with certain awards vesting upon the closing of the merger, pursuant to the Merger Agreement. The combination doubled the size of Team’s mechanical services capabilities and established a deeper, broader talent and resource pool that better supports customers across standard and specialty mechanical services worldwide. The acquisition-date fair value of the consideration transferred totaled $282.3 million , which consisted of the following (in thousands, except shares): February 29, 2016 Common stock (8,208,006 shares) $ 209,529 Converted share-based payment awards 2,001 Cash 70,811 Total consideration $ 282,341 The fair value of the 8,208,006 common shares issued was determined based on the closing market price of our common shares on the acquisition date of February 29, 2016. The issuance of common stock in the acquisition is a non-cash financing activity that has been excluded from the consolidated statement of cash flows. The fair value of the converted share-based payment awards reflects an apportionment of the fair value of the awards, based on the closing market price of our common stock and other assumptions as of the acquisition date, that is attributable to employee service completed prior to the acquisition date. The fair value of the awards attributable to service after the acquisition date is recognized as share-based compensation expense over the applicable vesting periods. The cash consideration represents amounts Team paid, immediately prior to the closing of the acquisition, to settle Furmanite’s outstanding debt and certain related liabilities, which were not assumed by Team. The cash portion of the consideration was financed through additional borrowings under our banking credit facility. The following table presents the purchase price allocation for Furmanite (in thousands): February 29, 2016 Cash and cash equivalents $ 37,734 Accounts receivable 65,925 Inventory 25,847 Current deferred tax assets 19,857 Prepaid expenses and other current assets 23,044 Current assets of discontinued operations 18,623 Property, plant and equipment 63,259 Intangible assets 88,958 Goodwill 89,646 Other non-current assets 687 Non-current deferred tax assets 2,542 Total assets acquired 436,122 Accounts payable 12,359 Other accrued liabilities 33,127 Income taxes payable 229 Current liabilities of discontinued operations 1,434 Non-current deferred tax liabilities 91,431 Defined benefit pension liability 13,509 Other long-term liabilities 1,692 Total liabilities assumed 153,781 Net assets acquired $ 282,341 The purchase price allocation shown above is based upon the fair values at the acquisition date. The fair values recorded are “Level 3” measurements as defined in Note 10. Of the $89.0 million of acquired intangible assets, $69.8 million was assigned to customer relationships with an estimated useful life of 12 years, $16.9 million was assigned to trade names with a weighted-average estimated useful life of 12 years and $2.3 million was assigned to developed technology with an estimated useful life of 10 years. The $89.6 million of goodwill was assigned to the TeamFurmanite segment. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Furmanite. None of the goodwill recognized is expected to be deductible for income tax purposes. The fair value of accounts receivable acquired was $65.9 million , considering we expect $7.9 million to be uncollectible. Additionally, we acquired accounts receivable with a fair value of $13.6 million associated with discontinued operations, which is included in the current assets of discontinued operations line above. The gross contractual amount of receivables acquired was $88.0 million Current assets of discontinued operations as of the acquisition date also includes $3.3 million of goodwill and $1.6 million of intangible assets that were allocated to a business that we sold in December 2016, as discussed in Note 15. The amount of current assets of discontinued operations acquired shown above is net of costs to sell of $1.1 million . For the year ended December 31, 2016 and for the seven months ended December 31, 2015, we recognized a total of $6.7 million and $3.0 million , respectively, of acquisition costs related to the Furmanite acquisition, which were included in selling, general and administrative expenses in the consolidated statements of operations. Our consolidated statement of operations for the year ended December 31, 2016 includes the activity of Furmanite beginning on the acquisition date of February 29, 2016. Subsequent to the acquisition date, we commenced integration activities relative to Furmanite. As a result, certain business operations have been consolidated and/or transferred from legacy Furmanite operations to legacy Team operations to facilitate the new operating structure. Revenues of $216 million and a net loss of $6.4 million are included in the year ended December 31, 2016 and only include operating results that are directly attributable to legacy Furmanite operations. These amounts do not reflect any attempt to adjust for the effects of integration activities, which are not practicable to determine. Certain transactions related to the Furmanite acquisition were recognized separately from the acquisition of assets and assumption of liabilities in accordance with GAAP. These transactions, which were attributable to certain compensation (both cash and share-based) that was paid or became payable in conjunction with the closing of the acquisition, totaled $4.7 million and were recognized as selling, general and administrative expenses during the year ended December 31, 2016. Our unaudited pro forma consolidated results of operations are shown below as if the acquisition of Furmanite had occurred on June 1, 2015. These results are not necessarily indicative of the results that would actually have occurred if the acquisition had taken place at June 1, 2015, nor are they necessarily indicative of future results (in thousands, except per share data). Pro forma data Year Ended Seven Months Ended 2016 2015 (unaudited) (unaudited) Revenues $ 1,240,466 $ 787,914 Income (loss) from continuing operations attributable to Team shareholders $ (7,497 ) $ 15,979 Earnings (loss) per share from continuing operations: Basic $ (0.25 ) $ 0.55 Diluted $ (0.25 ) $ 0.54 These amounts have been calculated after applying Team’s accounting policies and adjusting the results of Furmanite to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on June 1, 2015, together with the related tax effects. Additionally, these pro forma results exclude discontinued operations as well as the impact of transaction and integration-related costs associated with the Furmanite acquisition included in the historical results.These pro forma results also assume the Qualspec acquisition, which is discussed below, had been completed as of June 1, 2014. Qualspec. In July 2015, we acquired 100% of the membership interests in Qualspec for total cash consideration of $255.5 million . Qualspec is a leading provider of NDT services in the U.S., with significant operations in the West Coast, Gulf Coast and Mid-Western areas of the country. Qualspec was primarily specialized in nested or run-and-maintain services and adds strength to our resident refinery inspection programs with major customer relationships across the U.S., as well as to our already strong capabilities in advanced inspection services, rope access services and the delivery of innovative technologies to our customers. The purchase of Qualspec was financed through borrowings under our banking credit facility. The following table presents purchase price allocation for Qualspec (in thousands): July 7, 2015 Cash and cash equivalents $ 3,981 Accounts receivable 21,495 Current deferred tax assets 279 Prepaid expenses 1,049 Plant, property and equipment 15,472 Intangible assets 78,100 Goodwill 148,482 Other assets 138 Total assets acquired 268,996 Accounts payable 2,892 Other accrued liabilities 7,581 Non-current deferred tax liability 2,982 Total liabilities assumed 13,455 Net assets acquired $ 255,541 The purchase price allocation shown above is based upon the fair values at the acquisition date. The fair values recorded are “Level 3” measurements as defined in Note 10. Of the $78.1 million of acquired intangible assets, $75.2 million was assigned to customer relationships with an estimated useful life of 15 years , $1.6 million was assigned to non-compete agreements with an estimated useful life of 5 years and $1.3 million was assigned to trade names with an estimated useful life of 1 year . The $148.5 million of goodwill was assigned to the TeamQualspec segment. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Qualspec. About $109.6 million of the goodwill is expected to be deductible for income tax purposes. The fair value of accounts receivables acquired was $21.5 million , with the gross contractual amount being $22.5 million . We expect $1.0 million to be uncollectible. Our consolidated results include the activity of Qualspec beginning on the acquisition date of July 7, 2015. Revenues of $79.3 million and net income of $2.7 million of Qualspec are included in the consolidated statement of operations (in the TeamQualspec segment) for the seven months ended December 31, 2015. Our unaudited pro forma consolidated results of operations are shown below as if the acquisition of Qualspec had occurred at June 1, 2014. These results are not necessarily indicative of the results which would actually have occurred if the acquisition had taken place at June 1, 2014, nor are they necessarily indicative of future results (in thousands, except per share data). Pro forma data Seven Months Ended December 31, Year Ended May 31, 2015 2015 (unaudited) (unaudited) Revenues $ 589,553 $ 1,011,829 Income from continuing operations attributable to Team shareholders $ 9,215 $ 41,597 Earnings per share from continuing operations: Basic $ 0.44 $ 2.03 Diluted $ 0.43 $ 1.92 These amounts have been calculated after applying Team’s accounting policies, reflecting additional interest expense and adjusting the results of Qualspec to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on June 1, 2014, together with the consequential tax effects. |
RECEIVABLES
RECEIVABLES | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
RECEIVABLES | RECEIVABLES A summary of accounts receivable as of December 31, 2017 and December 31, 2016 is as follows (in thousands): December 31, 2017 2016 Trade accounts receivable $ 244,133 $ 230,889 Unbilled revenues 69,138 39,719 Allowance for doubtful accounts (11,308 ) (7,835 ) Total $ 301,963 $ 262,773 The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is remote. The following summarizes the activity in the allowance for doubtful accounts (in thousands): Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended 2017 2016 2015 2015 Balance at beginning of period $ 7,835 $ 3,548 $ 2,775 $ 4,784 Provision for doubtful accounts 7,097 6,336 1,819 233 Write-off of bad debts (3,624 ) (2,049 ) (1,046 ) (2,242 ) Balance at end of period $ 11,308 $ 7,835 $ 3,548 $ 2,775 |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY A summary of inventory as of December 31, 2017 and 2016 is as follows (in thousands): December 31, 2017 2016 Raw materials $ 8,707 $ 6,844 Work in progress 2,836 2,713 Finished goods 38,160 40,014 Total $ 49,703 $ 49,571 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT A summary of property, plant and equipment as of December 31, 2017 and 2016 is as follows (in thousands): December 31, 2017 2016 Land $ 6,698 $ 7,429 Buildings and leasehold improvements 47,924 42,257 Machinery and equipment 261,343 233,063 Furniture and fixtures 9,405 8,431 Capitalized ERP system development costs 46,637 44,876 Computers and computer software 13,052 11,775 Automobiles 5,070 5,370 Construction in progress 12,613 12,997 Total 402,742 366,198 Accumulated depreciation and amortization (199,523 ) (163,068 ) Property, plant, and equipment, net $ 203,219 $ 203,130 Depreciation expense for the years ended December 31, 2017 and 2016, the seven months ended December 31, 2015 and the year ended May 31, 2015 was $35.7 million , $33.5 million , $13.9 million and $19.0 million , respectively. At the end of 2013, we initiated the design and implementation of a new ERP system, which was substantially installed by the end of 2017. Amortization of the ERP system development costs began in March 2017 and is computed by the straight-line method. Through December 31, 2017 , we have capitalized $46.6 million associated with the project that includes $1.6 million of capitalized interest, and we have recognized $2.6 million of amortization expense. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS A summary of intangible assets as of December 31, 2017 and 2016 is as follows (in thousands): December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 175,226 $ (38,712 ) $ 136,514 Non-compete agreements 5,563 (4,509 ) 1,054 Trade names 24,830 (6,211 ) 18,619 Technology 7,867 (4,292 ) 3,575 Licenses 859 (460 ) 399 Total $ 214,345 $ (54,184 ) $ 160,161 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 174,742 $ (25,508 ) $ 149,234 Non-compete agreements 5,397 (3,896 ) 1,501 Trade names 24,624 (4,216 ) 20,408 Technology 7,812 (3,364 ) 4,448 Licenses 838 (325 ) 513 Total $ 213,413 $ (37,309 ) $ 176,104 Amortization expense for the years ended December 31, 2017 and 2016, the seven months ended December 31, 2015 and the year ended May 31, 2015 was, $16.5 million , $16.1 million , $5.5 million , and $3.8 million , respectively. Amortization expense for current intangible assets is forecast to be approximately $29 million in 2018, approximately $14 million per year in 2019 and 2020 and approximately $13 million per year in 2021 and 2022. The increase in forecast amortization expense for 2018 is primarily due to a change in the estimated useful life of the Furmanite trade name, to be accounted for prospectively beginning January 1, 2018. The weighted-average amortization period for intangible assets subject to amortization is 13.3 years as of December 31, 2017. The weighted-average amortization period as of December 31, 2017 is 13.5 years for customer relationships, 4.5 years for non-compete agreements, 12.5 years for trade names, 9.6 years for technology and 9.3 years for licenses. |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | OTHER ACCRUED LIABILITIES A summary of other accrued liabilities as of December 31, 2017 and 2016 is as follows (in thousands): December 31, 2017 2016 Payroll and other compensation expenses $ 40,988 $ 38,214 Insurance accruals 15,799 13,896 Property, sales and other non-income related taxes 6,483 5,599 Lease commitments 1,616 2,119 Deferred revenue 6,102 3,433 Accrued commission 1,473 1,355 Accrued interest 5,950 603 Volume discount 1,545 1,067 Contingent consideration 1,246 2,103 Professional fees 1,098 1,530 Other 10,172 9,985 Total $ 92,472 $ 79,904 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the years ended December 31, 2017 and 2016, the seven months ended December 31, 2015 and the year ended May 31, 2015 , we were taxed on income (loss) from continuing operations at an effective tax rate of 24% , 20% , 34% and 36% , respectively. Our income tax provision (benefit) on continuing operations for years ended December 31, 2017 and 2016, the seven months ended December 31, 2015 and the year ended May 31, 2015 , was $(33.4) million , $(3.1) million , $4.6 million and $22.8 million , respectively, and includes federal, state and foreign taxes. The components of our tax provision (benefit) on continuing operations were as follows (in thousands): Current Deferred Total Twelve months ended December 31, 2017: U.S. Federal $ 6,177 $ (42,516 ) $ (36,339 ) State & local 170 (4,819 ) (4,649 ) Foreign jurisdictions 6,821 795 7,616 $ 13,168 $ (46,540 ) $ (33,372 ) Twelve months ended December 31, 2016: U.S. Federal $ (2,048 ) $ (5,262 ) $ (7,310 ) State & local (1,338 ) 206 (1,132 ) Foreign jurisdictions 4,529 820 5,349 $ 1,143 $ (4,236 ) $ (3,093 ) Seven months ended December 31, 2015: U.S. Federal $ (4 ) $ 1,667 $ 1,663 State & local 90 187 277 Foreign jurisdictions 2,128 505 2,633 $ 2,214 $ 2,359 $ 4,573 Twelve months ended May 31, 2015: U.S. Federal $ 17,183 $ 606 $ 17,789 State & local 2,634 (141 ) 2,493 Foreign jurisdictions 3,598 (1,087 ) 2,511 $ 23,415 $ (622 ) $ 22,793 The components of pre-tax income (loss) from continuing operations for the years ended December 31, 2017 and 2016 , the seven months ended December 31, 2015 and the year ended May 31, 2015 were as follows (in thousands): Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended May 31, 2017 2016 2015 2015 Domestic $ (149,045 ) $ (25,488 ) $ 6,627 $ 51,784 Foreign 11,512 9,830 6,824 11,506 $ (137,533 ) $ (15,658 ) $ 13,451 $ 63,290 Income tax expense (benefit) attributable to income (loss) from continuing operations differed from the amounts computed by applying the U.S. Federal income tax rate of 35% to pre-tax income (loss) from continuing operations as a result of the following (in thousands): Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended 2017 2016 2015 2015 Pre-tax income (loss) from continuing operations $ (137,533 ) $ (15,658 ) $ 13,451 $ 63,290 Computed income taxes at statutory rate (48,136 ) (5,481 ) 4,710 22,153 State income taxes, net of federal benefit (4,709 ) (713 ) 258 1,670 Foreign tax rate differential (642 ) (707 ) (648 ) (1,318 ) Production activity deduction — — (10 ) (136 ) Deferred taxes on investment in foreign subsidiaries (17,079 ) 1,777 (335 ) 819 Non-deductible expenses 1,030 871 335 513 Foreign tax credits (17,445 ) (2,302 ) (19 ) (11 ) Other tax credits (631 ) (1,033 ) (446 ) (223 ) Deemed repatriation tax 24,374 — — — Goodwill impairment 19,442 — — — Dividend from foreign subsidiaries — 2,021 — — Valuation allowance 20,955 1,986 771 (394 ) Rate change (17,360 ) — — — Other 6,829 488 (43 ) (280 ) Total provision (benefit) for income tax on continuing operations $ (33,372 ) $ (3,093 ) $ 4,573 $ 22,793 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): December 31, 2017 2016 Deferred tax assets: Accrued compensation and benefits $ 9,810 $ 12,559 Receivables 2,381 3,856 Inventory 873 3,539 Stock options 738 1,526 Foreign currency translation and other equity adjustments 2,945 6,359 Other accrued liabilities 3,066 5,811 Tax credit carry forward 2,588 4,769 Net operating loss carry forwards 35,185 25,061 Other 2,066 4,227 Deferred tax assets 59,652 67,707 Less: Valuation allowance (26,185 ) (13,168 ) Deferred tax assets, net 33,467 54,539 Deferred tax liabilities: Property, plant and equipment (20,918 ) (28,700 ) Goodwill and intangible costs (27,762 ) (43,737 ) Unremitted earnings of foreign subsidiaries (13,795 ) (51,087 ) Convertible debt (3,622 ) — Other (679 ) (1,602 ) Deferred tax liabilities (66,776 ) (125,126 ) Net deferred tax liability $ (33,309 ) $ (70,587 ) As of December 31, 2017 , we had a valuation allowance of $26.2 million to reduce our deferred tax assets to an amount more likely than not to be recovered. This valuation allowance relates primarily to deferred tax asset on U.S. net operating loss carry forwards in the amount of $19.8 million . In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider factors including the reversal of future taxable temporary differences, projected future taxable income and tax planning strategies in making this assessment. As of December 31, 2017 , we had net foreign net operating loss carry forwards totaling $5.6 million that were expected to be realized in the future periods. A total of $2.2 million has an unlimited carry forward period and will therefore not expire. At December 31, 2017 , we also have net operating loss carry forwards for U.S. federal income tax purposes of $99.0 million , which are available, subject to certain limitations, to offset future taxable income, if any, through the year 2037. In addition, we have alternative minimum tax credit carry forwards of approximately $1.2 million which, under the 2017 Tax Act, can be used to offset regular income tax in future periods, and which is refundable for any tax year beginning after 2017 and before 2022 in an amount equal to 50% ( 100% for tax years beginning in 2021). At December 31, 2017 , none of our undistributed earnings of foreign operations were considered to be permanently reinvested overseas. As a result of the recent changes in U.S. tax law (the 2017 Tax Act, as further discussed below), we recorded a net tax benefit of $17.1 million reflecting the impact of a new foreign dividends-received deduction for U.S. tax purposes. The existence of this deduction under the new law has significantly reduced our requirement under ASC 740 to recognize a deferred tax liability for the future remittance of such earnings to the U.S. At December 31, 2017 , we have established liabilities for uncertain tax positions of $1.2 million , inclusive of interest and penalties. To the extent these uncertainties are ultimately resolved favorably, the resulting reduction of recorded liabilities would have an effect on our effective tax rate. In accordance with ASC 740-10, our policy is to recognize interest and penalties related to unrecognized tax benefits through the tax provision. We file income tax returns in the U.S. with federal and state jurisdictions as well as various foreign jurisdictions. With few exceptions, we are no longer subject to U.S. Federal, state and local or non-U.S. income tax examinations by tax authorities for years prior to 2015. We are currently in the examination phase of IRS audits for the tax years ended May 31, 2015 and December 31, 2015. The income tax laws and regulations are voluminous and are often ambiguous. As such, we are required to make certain subjective assumptions and judgments regarding our tax positions that may have a material effect on our results of operations, financial position or cash flows. We believe, however, that there is appropriate support for the income tax positions taken, and to be taken, on our returns, and that our accruals for tax liabilities are adequate for all open tax years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. Set forth below is a reconciliation of the changes in our unrecognized tax benefits associated with uncertain tax positions (in thousands): Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended May 31, 2017 2016 2015 2015 Balance at beginning of year $ 858 $ 539 $ 477 $ 715 Acquisition of Furmanite uncertain tax positions — 660 — — Additions based on current year tax positions — 464 62 — Additions based on tax positions related to prior years 301 96 — 68 Reductions based on tax positions related to prior years — (564 ) — (306 ) Settlements — (337 ) — — Reductions resulting from a lapse of the applicable statute of limitations — — — — Balance at end of year $ 1,159 $ 858 $ 539 $ 477 The estimated amount of liabilities recorded for uncertain tax positions that we believe will be effectively settled within the next twelve months is immaterial. Recent Legislation - The 2017 Tax Act and SAB 118 Provisional Estimates On December 22, 2017, the U.S. government enacted the 2017 Tax Act, which significantly revises U.S. corporate income tax law by lowering the U.S. federal corporate income tax rate from 35% to 21% , implementing a territorial tax system, imposing a one-time tax on foreign unremitted earnings and setting limitations on deductibility of certain costs (e.g., interest expense), among other changes. Due to the complexities involved in accounting for the 2017 Tax Act, the SEC issued SAB 118, which requires that companies include in their financial statements reasonable estimates of the impact of the 2017 Tax Act to the extent such reasonable estimates have been determined. Accordingly, the Company recorded the following reasonable estimates of the tax impact of the new law in its statement of operations for the year ended December 31, 2017: a) The Company accrued a reasonable estimate of $8.4 million of tax expense (net of applicable foreign tax credits) for the 2017 Tax Act’s one-time transition tax on the foreign subsidiaries’ accumulated, unremitted earnings going back to 1986. The Company will elect to pay the transition tax in installments over the period of 8 years, pursuant to the guidance of the new Internal Revenue Code Section 965. b) The Company accrued $17.4 million of provisional tax benefit related to the net change in deferred tax balances stemming from the 2017 Tax Act’s reduction of the U.S. federal income tax rate, c) The Company recorded a reasonable estimate of the state tax impact of the 2017 Tax Act, based on the current law in the states in the U.S in which it operates, and d) The Company calculated a reasonable estimate of the effect on certain deferred tax assets and liabilities of the Company related to the 2017 Tax Act’s revised rules regarding certain incentive-based compensation tax deductions under Internal Revenue Code Section 162(m). The 2017 Tax Act also includes a provision to tax GILTI of foreign subsidiaries and a BEAT measure that taxes certain payments between a U.S. corporation and its subsidiaries. The Company will be subject to the GILTI and BEAT provisions effective beginning January 1, 2018 and is in the process of analyzing their effects, including how to account for the GILTI provision from an accounting policy standpoint. The final impact on the Company from the 2017 Tax Act’s transition tax legislation may differ from the aforementioned reasonable estimate due to the complexity of calculating and supporting such U.S. tax attributes as accumulated foreign earnings and profits, foreign taxes paid and other tax components involved in foreign tax credit calculations for prior years back to 1986. The other provisional estimates outlined above may also change based on the various applications of the respective elements of the 2017 Tax Act, to the extent that they pertain to the provisional items disclosed herein. Such differences could be material, due to, among other things, changes in interpretations of the 2017 Tax Act, future changes in U.S. states’ tax laws related to the Act, future legislative action to address questions that arise because of the 2017 Tax Act, changes in accounting standards for income taxes or related interpretations in response to the 2017 Tax Act or any updates or changes in estimates that the Company has utilized to calculate these reasonable estimates. Pursuant to the SAB 118, the company is allowed a measurement period of up to one year after the enactment date of the 2017 Tax Act to finalize the recording of the related tax impacts. The Company will continue to assess the impact of the 2017 Tax Act on our provisional estimates and will record any resulting tax adjustments during 2018. |
LONG-TERM DEBT, DERIVATIVES AND
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT | LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT As of December 31, 2017 and 2016 , our long-term debt is summarized as follows (in thousands): December 31, 2017 2016 Credit Facility $ 177,857 $ 366,911 Convertible debt 1 209,892 — Total long-term debt 387,749 366,911 Less: current portion of long-term debt — 20,000 Total long-term debt, less current portion $ 387,749 $ 346,911 _________________ 1 Comprised of principal amount outstanding plus embedded derivative liability, less unamortized discount and issuance costs. See Convertible Debt section below for additional information. Future maturities of long-term debt, are as follows (in thousands): December 31 2018 $ — 2019 — 2020 177,857 2021 — 2022 — Thereafter 230,000 Total $ 407,857 Credit Facility In July 2015, we renewed our banking credit facility (the “Credit Facility”). In accordance with the second amendment to the Credit Facility, which was signed in February 2016, the Credit Facility had a borrowing capacity of up to $600 million and consisted of a $400 million , five -year revolving loan facility and a $200 million five -year term loan facility. The swing line facility is $35.0 million . On July 31, 2017, we completed the issuance of $230.0 million of 5.00% convertible senior notes in a private offering and used the proceeds from the Offering (as defined below) to repay in full the outstanding term-loan portion of our Credit Facility and a portion of the outstanding revolving borrowings. Concurrent with the completion of the Offering and the repayment of outstanding borrowings discussed above, we entered into the sixth amendment to the Credit Facility, effective as of June 30, 2017, which reduced the capacity of the Credit Facility to a $300 million revolving loan facility, subject to a borrowing availability test (based on eligible accounts, inventory and fixed assets). The Credit Facility matures in July 2020 , bears interest based on a variable Eurodollar rate option (LIBOR plus 3.75% margin at December 31, 2017 ) and has commitment fees on unused borrowing capacity ( 0.75% at December 31, 2017 ). The Credit Facility limits our ability to pay cash dividends without the consent of our bank syndicate. The Credit Facility also contains financial covenants. As of December 31, 2017, the Company was required to maintain (i) a maximum ratio of senior secured debt to consolidated EBITDA (the “Senior Secured Leverage Ratio,” as defined in the Credit Facility agreement) of not more than 4.25 to 1.00 and (ii) an interest coverage ratio of not less than 3.00 to 1.00 (the “Interest Coverage Ratio,” as defined in the Credit Facility agreement). As of December 31, 2017 , we are in compliance with these covenants. The Senior Secured Leverage Ratio and the Interest Coverage Ratio stood at 3.53 to 1.00 and 3.03 to 1.00, respectively, as of December 31, 2017. At December 31, 2017 , we had $26.6 million of cash on hand and approximately $41 million of available borrowing capacity through our Credit Facility. In connection with the repayment in full of the outstanding term-loan portion of our Credit Facility of $160.0 million on July 31, 2017 and the reduction in capacity of the revolving portion of the Credit Facility, we recorded a loss of $1.2 million during the third quarter of 2017 associated with the write-off of a portion of the debt issuance costs associated with the Credit Facility. As of December 31, 2017, we had $2.1 million of unamortized debt issuance costs that are being amortized over the life of the Credit Facility. We entered into the seventh amendment to the Credit Facility (the “Seventh Amendment”) on March 8, 2018 to modify certain of the financial covenants. The Seventh Amendment eliminated the Total Leverage Ratio (as defined in the Credit Facility agreement) covenant through the remainder of the term of the Credit Facility and also modified both the Senior Secured Leverage Ratio and the Interest Coverage Ratio as follows. First, the Company is required to maintain a maximum Senior Secured Leverage Ratio of not more 4.25 to 1.00 as of March 31, 2018 and June 30, 2018, not more than 3.50 to 1.00 as of September 30, 2018 and each quarter thereafter through June 30, 2019 and not more than 2.75 to 1.00 as of September 30, 2019 and each quarter thereafter. With respect to the Interest Coverage Ratio, the Company is required to maintain a ratio of not less than 2.25 to 1.00 as of March 31, 2018 and each quarter thereafter through December 31, 2018 and not less than 2.50 to 1.00 as of March 31, 2019 and each quarter thereafter . Our ability to maintain compliance with the financial covenants is dependent upon our future operating performance and future financial condition, both of which are subject to various risks and uncertainties. Accordingly, there can be no assurance that we will be able to maintain compliance with the Credit Facility covenants as of any future date. In the event we are unable to maintain compliance with our financial covenants, we would seek to enter into an amendment to the Credit Facility with our bank group in order to modify and/or to provide relief from the financial covenants for an additional period of time. Although we have entered into amendments in the past, there can be no assurance that any future amendments would be available on terms acceptable to us, if at all. In order to secure our casualty insurance programs we are required to post letters of credit generally issued by a bank as collateral. A letter of credit commits the issuer to remit specified amounts to the holder, if the holder demonstrates that we failed to meet our obligations under the letter of credit. If this were to occur, we would be obligated to reimburse the issuer for any payments the issuer was required to remit to the holder of the letter of credit. We were contingently liable for outstanding stand-by letters of credit totaling $22.5 million at December 31, 2017 and $21.6 million at December 31, 2016 . Outstanding letters of credit reduce amounts available under our Credit Facility and are considered as having been funded for purposes of calculating our financial covenants under the Credit Facility. Convertible Debt Description of the Notes On July 31, 2017, we issued $230.0 million principal amount of 5.00% Convertible Senior Notes due 2023 (the “Notes”) in a private offering to qualified institutional buyers (as defined in the Securities Act of 1933) pursuant to Rule 144A under the Securities Act (the “Offering”). The Notes are senior unsecured obligations of the Company. The Notes bear interest at rate of 5.0% per year, payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2018. The Notes mature on August 1, 2023 unless repurchased, redeemed or converted in accordance with their terms prior to such date. The Notes are convertible at an initial conversion rate of 46.0829 shares of our common stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $21.70 per share, which represents a conversion premium of 40% to the last reported sale price of $15.50 per share on the NYSE on July 25, 2017, the date the pricing of the Notes was completed. The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the indenture governing the Notes. Holders may convert their Notes at their option prior to the close of business on the business day immediately preceding May 1, 2023, but only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on December 31, 2017 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of such measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on such trading day; • if we call any or all of the Notes for redemption, at any time prior to the close of business on the business day immediately preceding the redemption date; or; • upon the occurrence of specified corporate events described in the indenture governing the Notes. On or after May 1, 2023 until the close of business on the business day immediately preceding the maturity date, holders may, at their option, convert their Notes at any time, regardless of the foregoing circumstances. Because the Notes could be convertible in full into more than 19.99 percent of our outstanding common stock, we are required by the listing rules of the NYSE to obtain the approval of the holders of our outstanding shares of common stock before the Notes may be converted into more than 5,964,858 shares of common stock. The Notes are initially convertible into 10,599,067 shares of common stock. We have agreed to seek approval of the holders of our outstanding shares of common stock at our next annual stockholders’ meeting. The Notes will be convertible into, subject to various conditions, cash or shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, in each case, at the Company’s election, except that prior to receipt of the requisite stockholder approval, the Company will settle conversions in cash or a combination of cash and shares of common stock. If holders elect to convert the Notes in connection with certain fundamental change transactions described in the indenture governing the Notes, we will, under certain circumstances described in the indenture governing the Notes, increase the conversion rate for the Notes so surrendered for conversion. We may not redeem the Notes prior to August 5, 2021. We will have the option to redeem all or any portion of the Notes on or after August 5, 2021, if certain conditions (including that our common stock is trading at or above 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive)), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Net proceeds received from the Offering were approximately $222.3 million after deducting discounts, commissions and expenses. We used $160.0 million of the net proceeds to repay all outstanding borrowings under the term-loan portion of our Credit Facility and $62.3 million of the net proceeds to repay a portion of the outstanding borrowings under the revolving portion of our Credit Facility, which may be subsequently reborrowed for general corporate purposes. Accounting Treatment of the Notes As of December 31, 2017 , the Notes were recorded in our consolidated balance sheet as follows (in thousands): December 31, 2017 Liability component: Principal $ 230,000 Unamortized issuance costs (6,820 ) Unamortized discount (33,882 ) Net carrying amount of the liability component 189,298 Embedded derivative liability 20,594 Total 1 $ 209,892 Equity component: Carrying amount of the equity component, net of issuance costs 2 $ 13,912 _________________ 1 Included in the Long-term debt line of the consolidated balance sheet. 2 Included in the Additional paid-in capital line of the consolidated balance sheet. Under ASC 470-20, Debt with Conversion and Other Options , (“ASC 470-20”), an entity must separately account for the liability and equity components of convertible debt instruments that may be settled entirely or partially in cash upon conversion (such as the Notes) in a manner that reflects the issuer’s economic interest cost. However, entities must first consider the guidance in ASC 815-15, Embedded Derivatives (“ASC 815-15”), to determine if an instrument contains an embedded feature that should be separately accounted for as a derivative. Unless an exception under ASC 815-15 applies, such accounting requires that an embedded feature that is not “clearly and closely related” to the host contract be accounted for separately as a derivative and marked to fair value in the statement of operations each period. The Company concluded that the conversion feature is not “clearly and closely related” to the debt host contract. However, ASC 815-15 provides an exception for embedded features that are considered both indexed to our common stock and classified in stockholders’ equity. Because the Notes permit the Company to settle the conversion feature in cash, stock or any combination thereof at its election, ordinarily the conversion feature would be considered both indexed to our common stock and classified in stockholders’ equity and therefore exempt from the requirements of ASC 815-15. However, because the Notes could be convertible into more than 19.99 percent of our outstanding common stock and shareholder approval in accordance with the NYSE rules (as described above) to issue more than 19.99 percent of our outstanding common stock has not yet been obtained, the Company could be required to settle the conversion feature for a portion of the Notes in cash instead of shares. Therefore, the conversion feature for a portion of the Notes cannot be classified in stockholders’ equity and therefore the exception under ASC 815-15 does not apply. As such, the Company concluded that for a portion of the Notes, it must recognize as an embedded derivative under ASC 815-15 while the remainder of the Notes are subject to ASC 470-20. The Company determined the portions of the Notes subject to ASC 815-15 and ASC 470-20 as follows. First, while the Notes are initially convertible into 10,599,067 shares of common stock, the occurrence of certain corporate events could increase the conversion rate, which could result in the Notes becoming convertible into a maximum of 14,838,703 shares. As noted above, we must obtain stockholder approval to issue more than 5,964,858 shares of stock to settle the Notes upon conversion. Therefore, approximately 40% of the maximum number of shares is authorized for issuance without shareholder approval, while 8,873,845 shares, or approximately 60% would be required to be settled in cash. The Company thus concluded that embedded derivative accounting under ASC 815-15 is applicable to approximately 60% of the Notes, while the remaining 40% of the Notes are subject to ASC 470-20. The Company will reassess the classification of the Notes each reporting period considering changes in facts and circumstances, if any. Once (and if) we receive stockholder approval to issue more than 19.99 percent of our outstanding common stock upon conversion of the Notes, we will reclassify the embedded derivative, at its then-current fair value, to stockholders’ equity, and it will no longer be marked to fair value each period. We estimated the fair value of similar notes without the conversion feature to be $194.2 million , with the resulting conversion feature having an estimated fair value of $35.8 million at the issuance date. For the portion of the Notes subject to ASC 815-15, we recorded an embedded derivative liability at fair value of $21.4 million and for the portion of the Notes subject to ASC 470-20, we recorded $14.4 million as additional paid-in capital in stockholders’ equity. The fair values recorded are “Level 2” measurements as defined in Note 10. The difference between the principal amount of the Notes and the amounts allocated to the embedded derivative liability and additional paid-in capital resulted in a debt discount of $35.8 million that is amortized as interest expense over 72 months (the six-year period from issuance to maturity of the Notes). The Company incurred approximately $7.7 million in issuance costs associated with the Notes. Issuance costs of $7.2 million were allocated as a reduction of the carrying amount of the debt while the remaining $0.5 million were allocated as a reduction to additional paid-in capital in stockholders’ equity. The portion allocated to the debt component is being amortized over the life of the debt. As of December 31, 2017, the remaining amortization period is 67 months. The following table sets forth interest expense information related to the Notes (in thousands, except percentage): Twelve Months Ended December 31, 2017 Coupon interest $ 4,823 Amortization of debt discount and issuance costs 2,310 Total interest expense on convertible senior notes $ 7,133 Effective interest rate 9.12 % Derivatives and Hedging ASC 815, Derivatives and Hedging (“ASC 815”), requires that derivative instruments be recorded at fair value and included in the balance sheet as assets or liabilities. The accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative and the resulting designation, which is established at the inception date of a derivative. Special accounting for derivatives qualifying as fair value hedges allows derivatives’ gains and losses to offset related results on the hedged item in the statement of operations. For derivative instruments designated as cash flow hedges, changes in fair value, to the extent the hedge is effective, are recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. Hedge effectiveness is measured at least quarterly based on the relative cumulative changes in fair value between the derivative contract and the hedged item over time. Credit risks related to derivatives include the possibility that the counter-party will not fulfill the terms of the contract. We consider counterparty credit risk to our derivative contracts when valuing our derivative instruments. Our borrowing of €12.3 million under the Credit Facility serves as an economic hedge of our net investment in our European operations as fluctuations in the fair value of the borrowing attributable to the U.S. Dollar/Euro spot rate will offset translation gains or losses attributable to our investment in our European operations. At December 31, 2017 the €12.3 million borrowing had a U.S. Dollar value of $14.8 million . As discussed above, we have recorded an embedded derivative for a portion of the Notes. The embedded derivative represents conversion features to the purchasers of the Notes that provide an opportunity to profit if the value of the shares that may be attained from the conversion of the Notes is higher than the redemption amount of the Notes. In accordance with ASC 815-15, the embedded derivative instrument is recorded at fair value each period with changes in fair value reflected in our results of operations. No hedge accounting is applied. The amounts recognized in other comprehensive income (loss), reclassified into income (loss) and the amounts recognized in income (loss) for the years ended December 31, 2017 and 2016 , the seven months ended December 31, 2015 and the year ended May 31, 2015 are as follows (in thousands): Gain (Loss) Recognized in Other Comprehensive Income (Loss) Gain (Loss) Reclassified from Other Comprehensive Income (Loss) to Earnings Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended 2017 2016 2015 2015 2017 2016 2015 2015 Derivatives Classified as Hedging Instruments Net investment hedge $ (1,802 ) $ 481 101 $ 3,237 $ — $ — $ — $ — Gain (Loss) Recognized in Income (Loss) 1 Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended 2017 2016 2015 2015 Derivatives Not Classified as Hedging Instruments Embedded derivative in convertible debt $ 818 $ — $ — $ — _________________ 1 Reflected as “Gain on convertible debt embedded derivative” in the consolidated statements of operations. The following table presents the fair value totals and balance sheet classification for derivatives designated as hedges and derivatives not designated as hedges under ASC 815 (in thousands): December 31, 2017 December 31, 2016 Classification Balance Sheet Location Fair Value Classification Balance Sheet Location Fair Value Derivatives Classified as Hedging Instruments Net investment hedge Liability Long-term debt $ (3,246 ) Liability Long-term debt $ (5,048 ) Derivatives Not Classified as Hedging Instruments Embedded derivative in convertible debt Liability Long-term debt $ 20,594 Lease Obligations We enter into operating leases to rent facilities and obtain vehicles and equipment for our field operations. Our obligations under non-cancellable operating leases, primarily consisting of facility and auto leases, were approximately $119.2 million at December 31, 2017 and are as follows (in thousands): Twelve Months Ended December 31, Operating Leases 2018 $ 33,141 2019 24,438 2020 17,755 2021 13,509 2022 9,193 Thereafter 21,129 Total $ 119,165 Total rent expense resulting from operating leases for the years ended December 31, 2017 and 2016 , the seven months ended December 31, 2015 and the year ended May 31, 2015 was $47.7 million , $40.0 million , $18.8 million , and $29.5 million respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS We apply the provisions of ASC 820, which among other things, requires enhanced disclosures about assets and liabilities carried at fair value. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. We primarily apply the market approach for recurring fair value measurements and endeavor to utilize the best information available. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The use of unobservable inputs is intended to allow for fair value determinations in situations in which there is little, if any, market activity for the asset or liability at the measurement date. We are able to classify fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy such that “Level 1” measurements include unadjusted quoted market prices for identical assets or liabilities in an active market, “Level 2” measurements include quoted market prices for identical assets or liabilities in an active market which have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets, and “Level 3” measurements include those that are unobservable and of a highly subjective measure. The following table sets forth, by level within the fair value hierarchy, our financial assets and liabilities that are accounted for at fair value on a recurring basis as of December 31, 2017 and 2016 . As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): December 31, 2017 Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Liabilities: Contingent consideration 1 $ — $ — $ 1,712 $ 1,712 Net investment hedge $ — $ (3,246 ) $ — $ (3,246 ) Embedded derivative in convertible debt $ — $ 20,594 $ — $ 20,594 December 31, 2016 Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Liabilities: Contingent consideration 1 $ — $ — $ 3,739 $ 3,739 Net investment hedge $ — $ (5,048 ) $ — $ (5,048 ) ______________ 1 Inclusive of both current and noncurrent portions. There were no transfers in and out of Level 1, Level 2, or Level 3 during the years ended December 31, 2017 and 2016 . The fair value of the convertible debt embedded derivative liability is estimated using a lattice model with inputs including our stock price, our stock price volatility and interest rates. As the assumptions used in the valuation are primarily derived from observable market data, the fair value measurement is classified as Level 2 in the fair value hierarchy. The fair value of contingent consideration liabilities classified in the table above were estimated using a discounted cash flow technique with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include a combination of actual cash flows and probability-weighted assessments of expected future cash flows related to the acquired businesses, appropriately discounted considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the acquisition agreements. The following table represents the changes in the fair value of Level 3 contingent consideration (in thousands): Twelve Months Ended December 31, 2017 2016 Beginning balance $ 3,739 $ 3,638 Accretion of liability 222 366 Foreign currency effects 203 80 Payment (1,278 ) (4,000 ) Revaluation (1,174 ) 2,184 Acquisitions — 1,471 Ending balance $ 1,712 $ 3,739 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION We have adopted stock incentive plans and other arrangements pursuant to which our Board of Directors (the “Board”) may grant stock options, restricted stock, stock units, stock appreciation rights, common stock or performance awards to officers, directors and key employees. At December 31, 2017 , there were approximately 1.1 million stock options, restricted stock units and performance awards outstanding to officers, directors and key employees. The exercise price, terms and other conditions applicable to each form of share-based compensation under our plans are generally determined by the Compensation Committee of our Board at the time of grant and may vary. Our share-based payments consist primarily of stock units, performance awards, common stock and stock options. In May 2016, our shareholders approved the 2016 Team, Inc. Equity Incentive Plan (the “Plan”), which replaced all of our previous equity compensation plans. The Plan authorizes the issuance of share-based awards representing up to 2,000,000 shares of common stock. Shares issued in connection with our share-based compensation are issued out of authorized but unissued common stock. In connection with the acquisition of Furmanite in February 2016, we assumed the share plan related to Furmanite employee grants. As provided for in the Merger Agreement, each option to purchase Furmanite common stock outstanding immediately prior to the closing of the acquisition was converted into an option to purchase Team common stock, adjusted by the 0.215 exchange ratio. Similarly, each previously existing Furmanite restricted share, restricted stock unit or performance stock unit outstanding immediately prior to the acquisition were converted into Team restricted stock units, also at the 0.215 exchange ratio. The converted awards generally have the same terms and conditions as the replaced awards, except the vesting of certain awards was accelerated to the acquisition date and any performance conditions associated with the Furmanite awards no longer apply. The fair value of the options was determined using a Black-Scholes model, while the fair value of the restricted stock units was determined based on the market price on the acquisition date. The fair value of the converted Furmanite awards was allocated between consideration transferred in the acquisition and future share-based compensation expense, based on past service completed and future service required. The converted Furmanite awards have been identified, as applicable, in the tables that follow. Compensation expense related to share-based compensation totaled $7.9 million , $7.3 million , $3.5 million and $4.8 million for the years ended December 31, 2017 and 2016 , the seven months ended December 31, 2015 and the year ended May 31, 2015 , respectively. Share-based compensation expense reflects an estimate of expected forfeitures. At December 31, 2017 , $16.9 million of unrecognized compensation expense related to share-based compensation is expected to be recognized over a remaining weighted-average period of 2.7 years . The excess tax benefit (deficiency) derived when share-based awards result in a tax deduction for the company was $(1.8) million , $(0.5) million , $0.4 million , and $3.0 million for the years ended December 31, 2017 and 2016, the seven months ended December 31, 2015 and the year ended May 31, 2015 , respectively. Stock units are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each stock unit based on the market price on the date of grant. Stock units generally vest in annual installments over four years and the expense associated with the units is recognized over the same vesting period. We also grant common stock to our directors which typically vests immediately. Compensation expense related to stock units and director stock grants totaled $7.1 million , $7.2 million , $3.0 million and $4.1 million for the years ended December 31, 2017 and 2016 , the seven months ended December 31, 2015 and the year ended May 31, 2015 , respectively. Transactions involving our stock units and director stock grants are summarized below: Twelve Months Ended Twelve Months Ended No. of Stock Units Weighted Average Fair Value No. of Stock Units Weighted Average Fair Value (in thousands) (in thousands) Stock and stock units, beginning of year 535 $ 35.11 371 $ 36.26 Changes during the year: Granted 563 $ 13.64 322 $ 34.23 Assumed - Furmanite Acquisition — $ — 40 $ 25.63 Vested and settled (211 ) $ 34.10 (180 ) $ 34.19 Cancelled (33 ) $ 30.12 (18 ) $ 30.75 Stock and stock units, end of year 854 $ 21.42 535 $ 35.11 Seven Months Ended Twelve Months Ended No. of Stock Units Weighted Average Fair Value No. of Stock Units Weighted Average Fair Value (in thousands) (in thousands) Stock and stock units, beginning of year 304 $ 36.23 310 $ 31.42 Changes during the year: Granted 197 $ 35.14 156 $ 39.51 Vested and settled (126 ) $ 34.43 (133 ) $ 29.23 Cancelled (4 ) $ 39.27 (29 ) $ 34.12 Stock and stock units, end of year 371 $ 36.26 304 $ 36.23 We have a performance stock unit award program whereby we grant Long-Term Performance Stock Unit (“LTPSU”) awards to our executive officers. Under this program, the Company communicates “target awards” to the executive officers at the beginning of a performance period. LTPSU awards cliff vest with the achievement of the performance goals and completion of the required service period. Settlement occurs with common stock as soon as practicable following the vesting date. LTPSU awards granted on November 4, 2014 and October 15, 2015 are subject to a three -year performance period and a concurrent three -year service period. The performance target is based on results of operations over the three -year performance period with possible payouts ranging from 0% to 300% of the “target awards.” LTPSU awards granted on March 15, 2017 are subject to a two -year performance period and a concurrent two -year service period. For these awards, the performance goal is separated into three independent performance factors based on (i) relative shareholder total return (“RTSR”) as measured against a designated peer group, (ii) RTSR as measured against a designated index and (iii) results of operations over the two -year performance period, with possible payouts ranging from 0% to 200% of the “target awards” for the first two performance factors and ranging from 0% to 300% of the “target awards” for the third performance factor. We determine the fair value of each LTPSU award based on the market price on the date of grant. However, for the portion of the LTPSU awards that are subject to the RTSR performance factors, we determine the fair value of that portion of the award based on the results of a Monte Carlo simulation, which uses market-based inputs as of the date of grant to simulate future stock returns. Compensation expense is recognized on a straight-line basis over the vesting term. For LTPSU awards (or portions thereof) subject to a results of operations performance goal, compensation expense is recognized based upon the performance target that is probable of being met. For the portion of LTPSU awards subject to the RTSR performance factors, because the expected outcome is incorporated into the grant date fair value, compensation expense is not subsequently adjusted for changes in the expected or actual performance outcome. Compensation expense (credit) related to performance awards totaled $0.8 million , $(0.4) million , $0.3 million and $0.2 million for the years ended December 31, 2017 and 2016 , the seven months ended December 31, 2015 and the year ended May 31, 2015 , respectively. Transactions involving our performance awards are summarized below: Twelve Months Ended Twelve Months Ended No. of Long- Term Performance Stock Units Weighted Average Fair Value No. of Long- Term Performance Stock Units Weighted Average Fair Value (in thousands) (in thousands) Long-term performance stock units, beginning of year 59 $ 37.16 59 $ 37.16 Changes during the year: Granted 182 $ 19.68 — $ — Vested and settled — $ — — $ — Cancelled (67 ) $ 30.11 — $ — Long-term performance stock units, end of year 174 $ 21.58 59 $ 37.16 Seven Months Ended Twelve Months Ended No. of Long- Term Performance Stock Units Weighted Average Fair Value No. of Long- Term Performance Stock Units Weighted Average Fair Value (in thousands) (in thousands) Long-term performance stock units, beginning of year 23 $ 42.25 — $ — Changes during the year: Granted 36 $ 33.91 23 $ 42.25 Vested and settled — $ — — $ — Cancelled — $ — — $ — Long-term performance stock units, end of year 59 $ 37.16 23 $ 42.25 Performance awards are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each performance award based on the market price on the date of grant. Performance awards were previously granted to our Chairman of our Board and were to vest over the longer of four years or the achievement of performance goals based upon our future results of operations. Compensation expense related to performance awards was $0.3 million for the year ended December 31, 2016 , $0.5 million for seven months ended December 31, 2015 and $0.6 million for the year ended May 31, 2015 . Transactions involving our performance awards are summarized below: Twelve Months Ended Seven Months Ended No. of Weighted No. of Weighted (in thousands) (in thousands) Performance awards, beginning of year 13 $ 35.15 28 $ 32.86 Changes during the year: Granted — $ — — $ — Vested and settled (13 ) $ 35.15 (15 ) $ 30.82 Cancelled — $ — — $ — Performance awards, end of year — $ 35.15 13 $ 35.15 Twelve Months Ended No. of Weighted (in thousands) Performance awards, beginning of year 50 $ 30.63 Changes during the year: Granted — $ — Vested and settled (22 ) $ 27.66 Cancelled — $ — Performance awards, end of year 28 $ 32.86 We determine the fair value of each stock option at the grant date using a Black-Scholes model and recognize the resulting expense of our stock option awards over the period during which an employee is required to provide services in exchange for the awards, usually the vesting period. There was less than $0.1 million in compensation expense related to stock options for the year ended December 31, 2017 and $0.2 million of expense for the year ended December 31, 2016 , but none for the seven months ended December 31, 2015 or the year ended May 31, 2015 , as all stock option awards were fully vested. Our options typically vest in equal annual installments over a four -year service period. Expense related to an option grant is recognized on a straight-line basis over the specified vesting period for those options. Stock options generally have a ten -year term. Transactions involving our stock options are summarized below: Twelve Months Ended Twelve Months Ended No. of Options Weighted Average Exercise Price No. of Options Weighted Average Exercise Price (in thousands) (in thousands) Shares under option, beginning of year 203 $ 30.63 376 $ 25.71 Changes during the year: Granted — $ — — $ — Assumed - Furmanite Acquisition — $ — 132 $ 33.20 Exercised (16 ) $ 27.91 (251 ) $ 23.50 Cancelled — $ — (50 ) $ 35.00 Expired (108 ) $ 30.08 (4 ) $ 44.62 Shares under option, end of year 79 $ 31.94 203 $ 30.63 Exercisable at end of year 79 $ 31.94 203 $ 30.63 Seven Months Ended Twelve Months Ended No. of Options Weighted Average Exercise Price No. of Options Weighted Average Exercise Price (in thousands) (in thousands) Shares under option, beginning of year 490 $ 24.80 816 $ 19.61 Changes during the year: Granted — $ — — $ — Exercised (109 ) $ 21.41 (326 ) $ 11.79 Cancelled — $ — — $ — Expired (5 ) $ 30.33 — $ — Shares under option, end of year 376 $ 25.71 490 $ 24.80 Exercisable at end of year 376 $ 25.71 490 $ 24.80 Options exercisable at December 31, 2017 had a weighted-average remaining contractual life of 3.8 years . For total options outstanding at December 31, 2017 , the range of exercise prices and remaining contractual lives are as follows: Range of Prices No. of Options Weighted Average Exercise Price Weighted Average Remaining Life (in thousands) (in years) $20.19 to $30.28 14 $ 21.68 3.3 $30.29 to $40.38 58 $ 32.07 3.6 $40.39 to $50.47 7 $ 50.47 6.4 79 $ 31.94 3.8 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Defined contribution plan. Under the Team, Inc. Salary Deferral Plan (the “Plan”), contributions are made to the Plan by qualified employees at their election and our matching contributions to the Plan are made at specified rates. Our contributions to the Plan in the years ended December 31, 2017 and 2016 , the seven months ended December 31, 2015 and the year ended May 31, 2015 , were approximately $10.4 million , $7.1 million , $3.0 million and $4.8 million , respectively. Defined benefit plans. In connection with our acquisition of Furmanite, we assumed liabilities associated with the defined benefit pension plans of two foreign subsidiaries, one plan covering certain United Kingdom employees (the “U.K. Plan”) and the other covering certain of its Norwegian employees (the “Norwegian Plan”). As the Norwegian Plan represents approximately one percent of both the Company’s total pension plan liabilities and total pension plan assets, only the schedules of net periodic pension cost (credit) and changes in benefit obligation and plan assets include combined amounts from the two plans, while assumption and narrative information relates solely to the U.K. Plan. Benefits for the U.K. Plan are based on the average of the employee’s salary for the last three years of employment. The U.K. Plan has had no new participants added since the plan was frozen in 1994 and accruals for future benefits ceased in connection with a plan curtailment in 2013. Plan assets are primarily invested in unitized pension funds managed by U.K. registered fund managers. The most recent valuation of the U.K. Plan was performed as of December 31, 2017. Estimated defined benefit pension plan contributions for 2018 are expected to be approximately $2.4 million . We expect a similar level of annual contributions through 2032 as a result of certain funding commitments. Pension benefit costs and liabilities are dependent on assumptions used in calculating such amounts. The primary assumptions include factors such as discount rates, expected investment return on plan assets, mortality rates and retirement rates. The discount rate assumption used to determine end of year benefit obligations was 2.5% as of December 31, 2017. These rates are reviewed annually and adjusted to reflect current conditions. These rates are determined appropriate based on reference to yields. The expected return on plan assets of 4.7% for 2018 is derived from detailed periodic studies, which include a review of asset allocation strategies, anticipated future long-term performance of individual asset classes, risks (standard deviations) and correlations of returns among the asset classes that comprise the plans’ asset mix. While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return. Mortality and retirement rates are based on actual and anticipated plan experience. In accordance with GAAP, actual results that differ from the assumptions are accumulated and are subject to amortization over future periods and, therefore, generally affect recognized expense in future periods. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the pension obligation and future expense. Net pension cost (credit) included the following components (in thousands): Twelve Months Ended December 31, 2017 2016 1 Service cost $ 90 $ 79 Interest cost 2,438 2,504 Expected return on plan assets (3,110 ) (2,577 ) Amortization of net actuarial loss 71 — Net periodic pension cost (credit) $ (511 ) $ 6 ______________ 1 Reflects net pension cost from the date of the Furmanite acquisition. The weighted-average assumptions used to determine benefit obligations at December 31, 2017 and 2016 are as follows: December 31, 2017 2016 Discount rate 2.5 % 2.7 % Rate of compensation increase 1 Not applicable Not applicable Inflation 3.1 % 3.3 % ______________ 1 Not applicable due to plan curtailment. The weighted-average assumptions used to determine net periodic benefit cost (credit) for the years ended December 31, 2017 and 2016 are as follows: Twelve Months Ended December 31, 2017 2016 Discount rate 2.7 % 4.0 % Expected long-term return on plan assets 4.5 % 4.9 % Rate of compensation increase 1 Not applicable Not applicable Inflation 3.3 % 2.8 % _______________ 1 Not applicable due to plan curtailment. The plan actuary determines the expected return on plan assets based on a combination of expected yields on equity securities and corporate bonds and considering historical returns. The expected long-term rate of return on invested assets for 2018 is determined based on the weighted average of expected returns on asset investment categories as follows: 4.7% overall, 5.8% for equities and 1.8% for debt securities. The following table sets forth the changes in the benefit obligation and plan assets for the years ended December 31, 2017 and 2016 (in thousands): Twelve Months Ended December 31, 2017 2016 Projected benefit obligation: Beginning of year $ 89,206 $ — Acquisition of Furmanite — 80,410 Service cost 90 79 Interest cost 2,438 2,504 Actuarial loss 890 18,233 Benefits paid (4,187 ) (2,804 ) Foreign currency translation adjustment and other 8,438 (9,216 ) End of year 96,875 89,206 Fair value of plan assets: Beginning of year 67,967 — Acquisition of Furmanite — 66,901 Actual gain on plan assets 7,383 10,222 Employer contributions 4,350 1,182 Benefits paid (4,187 ) (2,804 ) Foreign currency translation adjustment and other 6,386 (7,534 ) End of year 81,899 67,967 Excess projected obligation under (over) fair value of plan assets at end of year $ (14,976 ) $ (21,239 ) Amounts recognized in accumulated other comprehensive loss: Net actuarial loss $ (7,221 ) $ (10,518 ) No material amounts of accumulated other comprehensive loss are expected to be amortized as a component of net periodic benefit cost during 2018 . The accumulated benefit obligation for the U.K. Plan was $95.6 million and $88.1 million at December 31, 2017 and 2016 , respectively. At December 31, 2017 , expected future benefit payments are as follows for the years ended December 31, (in thousands): 2018 $ 3,157 2019 3,608 2020 3,750 2021 3,978 2022 4,163 2023-2027 22,801 Total $ 41,457 The following tables summarize the plan assets of the U.K. Plan measured at fair value on a recurring basis (at least annually) as of December 31, 2017 and 2016 (in thousands): December 31, 2017 Asset Category Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) (a) Significant Unobservable Inputs (Level 3) (a) Cash $ 651 $ 651 $ — $ — Equity securities: U.K. equity (b) 17,809 — 17,809 — U.S. equity index (c) 4,370 — 4,370 — European equity index (d) 4,378 — 4,378 — Pacific rim equity index (e) 3,506 — 3,506 — Japanese equity index (f) 2,733 — 2,733 — Emerging markets equity index (g) 2,785 — 2,785 — Diversified growth fund (h) 17,296 — 17,296 — Global absolute return fund (i) 6,534 — 6,534 — Fixed income securities: Cash fund (j) 5,315 — 5,315 — U.K. government fixed income securities (k) 6,494 — 6,494 — U.K. government index-linked securities (l) 8,934 — 8,934 — Total $ 80,805 $ 651 $ 80,154 $ — December 31, 2016 Asset Category Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) (a) Significant Unobservable Inputs (Level 3) (a) Cash $ 744 $ 744 $ — $ — Equity securities: U.K. equity (b) 13,927 — 13,927 — U.S. equity index (c) 3,453 — 3,453 — European equity index (d) 3,421 — 3,421 — Pacific rim equity index (e) 2,645 — 2,645 — Japanese equity index (f) 2,185 — 2,185 — Emerging markets equity index (g) 2,014 — 2,014 — Diversified growth fund (h) 11,637 — 11,637 — Global absolute return fund (i) 5,821 — 5,821 — Fixed income securities: Cash fund (j) 7,921 — 7,921 — U.K. government fixed income securities (k) 5,454 — 5,454 — U.K. government index-linked securities (l) 7,825 — 7,825 — Total $ 67,047 $ 744 $ 66,303 $ — ______________________________ a) The net asset value of the commingled equity and fixed income funds are determined by prices of the underlying securities, less the funds’ liabilities, and then divided by the number of shares outstanding. As the funds are not traded in active markets, the commingled funds are classified as Level 2 or Level 3 assets. The net asset value is corroborated by observable market data (e.g., purchase or sale activities) for Level 2 assets. b) This category includes investments in U.K. companies and aims to achieve a return that is consistent with the return of the FTSE All-Share Index. c) This category includes investments in a variety of large and small U.S. companies and aims to achieve a return that is consistent with the return of the FTSE All-World USA Index. d) This category includes investments in a variety of large and small European companies and aims to achieve a return that is consistent with the return of the FTSE All-World Developed Europe ex-U.K. Index. e) This category includes investments in a variety of large and small companies across the Australian, Hong Kong, New Zealand and Singapore markets and aims to achieve a return that is consistent with the return of the FTSE-All-World Developed Asia Pacific ex-Japan Index. f) This category includes investments in a variety of large and small Japanese companies and aims to achieve a return that is consistent with the return of the FTSE All-World Japan Index. g) This category includes investments in companies in the Emerging Markets to achieve a return that is consistent with the return of the IFC Investable Index ex-Malaysia. h) This category includes investments in a diversified portfolio of equity, bonds, alternatives and cash markets and aims to achieve a return that is consistent with the return of the Libor GBP 3 month + 3% Index. i) This category includes investments in a diversified portfolio of equity and bonds combined with investment strategies based on advanced derivative techniques and aims to achieve a return over rolling three-year periods equivalent to cash plus 5% per year, gross of fees. j) This category includes investments in British pound sterling-denominated money market instruments and fixed-income securities issued by governments, corporations or other issuers which may be listed or traded on a recognized market. k) This category includes investments in funds with the objective to provide a leveraged return to U.K. government fixed income securities (gilts) that have maturity dates in 2040 and 2052. l) This category includes investments in funds with the objective to provide a leveraged return to various U.K. government indexed-linked securities (gilts), with maturity periods ranging from 2022 to 2062. The funds invest in U.K. government bonds and derivatives. Investment objectives for the U.K. Plan, as of December 31, 2017 , are to: • optimize the long-term return on plan assets at an acceptable level of risk • maintain a broad diversification across asset classes • maintain careful control of the risk level within each asset class The trustees of the U.K. Plan have established a long-term investment strategy comprising global investment weightings targeted at 65% (range of 60% to 70% ) for equity securities/diversified growth funds and 35% (range of 30% to 40% ) for debt securities. Diversified growth funds are actively managed absolute return funds that hold a combination of debt and equity securities. Selection of the targeted asset allocation was based upon a review of the expected return and risk characteristics of each asset class, as well as the correlation of returns among asset classes. Actual allocations to each asset class vary from target allocations due to periodic investment strategy changes, market value fluctuations and the timing of benefit payments and contributions. The following table sets forth the weighted-average asset allocation and target asset allocations as of December 31, 2017 and 2016 by asset category: Asset Allocations Target Asset Allocations 2017 2016 2017 2016 Equity securities and diversified growth funds 1 73.5 % 67.3 % 65.0 % 65.0 % Debt securities 2 25.7 % 31.6 % 35.0 % 35.0 % Other 0.8 % 1.1 % — % — % Total 100 % 100 % 100 % 100 % ______________________________ 1 Diversified growth funds refer to actively managed absolute return funds that hold a combination of equity and debt securities. 2 Includes investments in funds with the objective to provide leveraged returns to U.K. government fixed income securities and U.K. government indexed-linked securities. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Con Ed Matter. We have, from time to time, provided temporary leak repair services to the steam system of Consolidated Edison Company of New York (“Con Ed”) located in New York City. In July 2007, a Con Ed steam main located in midtown Manhattan ruptured resulting in one death and other injuries and property damage. As of December 31, 2017 , sixty-eight lawsuits are currently pending against Con Ed, the City of New York and Team in the Supreme Court of New York, alleging that our temporary leak repair services may have contributed to the cause of the rupture, allegations which we dispute. The lawsuits seek generally unspecified compensatory damages for personal injury, property damage and business interruption. Additionally, Con Ed is alleging that our contract with Con Ed requires us to fully indemnify and defend Con Ed for all claims asserted against Con Ed including those amounts that Con Ed has paid to settle with certain plaintiffs for undisclosed sums as well as Con Ed’s own alleged damages to its infrastructure. Con Ed filed an action to join Team and the City of New York as defendants in all lawsuits filed against Con Ed that did not include Team and the City of New York as direct defendants. We are vigorously defending the lawsuits and Con Ed’s claim for indemnification. We are unable to estimate the amount of liability to us, if any, associated with these lawsuits and the claim for indemnification. We filed a motion to dismiss in April 2016. We maintain insurance coverage, subject to a deductible limit of $250,000 , which we believe should cover these claims. We have not accrued any liability in excess of the deductible limit for the lawsuits. We do not believe the ultimate outcome of these matters will have a material adverse effect on our financial position, results of operations, or cash flows. Patent Infringement Matters. In December 2014, our subsidiary, Quest Integrity Group, LLC, filed three patent infringement lawsuits against three different defendants, two in the U.S. District of Delaware (the “Delaware Cases”) and one in the U.S. District of Western Washington (“Washington Case”). Quest Integrity alleges that the three defendants infringed Quest Integrity’s patent, entitled “2D and 3D Display System and Method for Furnace Tube Inspection”. This Quest Integrity patent generally teaches a system and method for displaying inspection data collected during the inspection of furnace tubes in petroleum and petro-chemical refineries. The subject patent litigation is specific to the visual display of the collected data and does not relate to Quest Integrity’s underlying advanced inspection technology. In these lawsuits Quest Integrity is seeking temporary and permanent injunctive relief, as well as monetary damages. Defendants have denied they infringe any valid claim of Quest Integrity’s patent, and have asserted declaratory judgment counterclaims that the patent at issue is invalid and/or unenforceable, and not infringed. In June 2015, the U.S. District of Delaware denied our motions for preliminary injunctive relief in the Delaware Cases (that is, our request that the defendants stop using our patented systems and methods during the pendency of the actions). In March 2017, the judge in the Delaware Cases granted summary judgment against Quest Integrity, finding certain patent claims of the asserted patent invalid. In August 2017, the judge in the Washington Case granted summary judgment against Quest Integrity based on the Delaware Cases ruling. Quest Integrity is in the process of appealing both Delaware Cases and the Washington Case. We are involved in various other lawsuits and are subject to various claims and proceedings encountered in the normal conduct of business. In our opinion, any uninsured losses that might arise from these lawsuits and proceedings will not have a materially adverse effect on our consolidated financial statements. We establish a liability for loss contingencies, when information available to us indicates that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. |
SEGMENT AND GEOGRAPHIC DISCLOSU
SEGMENT AND GEOGRAPHIC DISCLOSURES | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC DISCLOSURES | SEGMENT AND GEOGRAPHIC DISCLOSURES ASC 280, Segment Reporting , requires we disclose certain information about our operating segments where operating segments are defined as “components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.” We conduct operations in three segments: TeamQualspec Group, TeamFurmanite Group and Quest Integrity Group. All three operating segments operate under a business segment manager who reports directly to Team’s Chief Executive Officer who operates as the chief operating decision maker. Furmanite, which we acquired in the first quarter of 2016 (see Note 2), is included in the TeamFurmanite segment, except that Furmanite’s corporate-related activities are included within corporate and shared support services in the tables below. Discontinued operations are not allocated to the segments. Segment data for our three operating segments are as follows (in thousands): Twelve Months Ended Seven Months Ended Twelve Months Ended 2017 2016 2015 2015 Revenues: TeamQualspec $ 588,441 $ 589,478 $ 351,949 $ 467,099 TeamFurmanite 529,973 539,627 178,238 300,456 Quest Integrity 81,797 67,591 41,531 74,492 Total $ 1,200,211 $ 1,196,696 $ 571,718 $ 842,047 Twelve Months Ended Seven Months Ended Twelve Months Ended 2017 2016 2015 2015 Operating income (loss): TeamQualspec 1 $ 11,128 $ 43,367 $ 31,175 $ 60,198 TeamFurmanite 1 (33,993 ) 27,283 14,335 28,713 Quest Integrity 12,337 4,780 5,491 13,196 Corporate and shared support services (104,582 ) (78,548 ) (31,839 ) (33,642 ) Total $ (115,110 ) $ (3,118 ) $ 19,162 $ 68,465 ______________ 1 Includes goodwill impairment loss of $21.1 million and $54.1 million for TeamQualspec and TeamFurmanite, respectively, for the year ended December 31, 2017. Twelve Months Ended Seven Months Ended Twelve Months Ended 2017 2016 2015 2015 Capital expenditures: TeamQualspec $ 10,505 $ 8,803 $ 6,557 $ 10,276 TeamFurmanite 17,791 15,077 5,656 4,916 Quest Integrity 3,316 2,007 1,993 2,961 Corporate and shared support services 5,186 19,956 11,596 10,616 Total $ 36,798 $ 45,843 $ 25,802 $ 28,769 Twelve Months Ended Seven Months Ended Twelve Months Ended 2017 2016 2015 2015 Depreciation and amortization: TeamQualspec $ 19,279 $ 19,853 $ 10,568 $ 8,413 TeamFurmanite 23,412 21,387 4,779 7,583 Quest Integrity 4,423 5,323 3,403 5,704 Corporate and shared support services 5,029 2,110 676 1,087 Total $ 52,143 $ 48,673 $ 19,426 $ 22,787 Separate measures of Team’s assets by operating segment are not produced or utilized by management to evaluate segment performance. A geographic breakdown of our revenues for the years ended December 31, 2017 and 2016, the seven months ended December 31, 2015 and the year ended May 31, 2015 and our total assets as of December 31, 2017, 2016 and 2015 and May 31, 2015 are as follows (in thousands): Total Revenues 1 Total Assets Twelve months ended December 31, 2017 United States $ 871,367 $ 613,897 Canada 134,256 60,879 Europe 119,603 325,182 Other foreign countries 74,985 55,877 Total $ 1,200,211 $ 1,055,835 Twelve months ended December 31, 2016 United States $ 889,967 $ 788,780 Canada 128,122 66,056 Europe 108,720 234,847 Other foreign countries 69,887 57,735 Total $ 1,196,696 $ 1,147,418 Seven months ended December 31, 2015 United States $ 448,508 $ 682,124 Canada 71,325 59,626 Europe 27,718 33,271 Other foreign countries 24,167 23,970 Total $ 571,718 $ 798,991 Twelve months ended May 31, 2015 United States $ 625,044 $ 399,173 Canada 132,573 68,043 Europe 47,524 34,612 Other foreign countries 36,906 22,005 Total $ 842,047 $ 523,833 ______________ 1 Revenues attributable to individual countries/geographic areas are based on the country of domicile of the legal entity that performs the work. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS As part of our acquisition of Furmanite, we acquired a pipeline inspection business that primarily performed process management inspection services to contractors and operators participating primarily in the midstream oil and gas market in the U.S. We previously concluded that this business was not a strategic fit for Team and we completed the sale of business in December 2016. Proceeds from the sale were $13.3 million cash (net of costs to sell) and a $1.5 million principal amount of a note from the buyer that bears interest at a 5% stated rate per annum, payable quarterly in arrears, with the principal amount due in full at maturity in January 2020. We concluded that this business qualified as a discontinued operation upon its acquisition under GAAP. Therefore, we classified the operating results as discontinued operations in our consolidated statements of operations. Discontinued operations does not include any allocation of corporate overhead expense or interest expense. Due to the acquisition of this business and the completion of its sale all within the twelve months ended December 31, 2016, there are no assets or liabilities of discontinued operations reported as held for sale in the consolidated balance sheets at December 31, 2017 or 2016. For information about the assets and liabilities of discontinued operations acquired in the Furmanite acquisition, see Note 2. Loss from discontinued operations, net of income tax, from the date of the Furmanite acquisition, consists of the following (in thousands): Twelve Months Ended Revenues $ 46,771 Operating expenses 43,081 Gross margin 3,690 Selling, general and administrative expenses 1,939 Gain on disposal 7 Income from discontinued operations, before income tax 1,758 Less: Provision for income taxes 1,869 Loss from discontinued operations, net of income tax $ (111 ) The provision for income taxes on discontinued operations includes the effect of a permanent difference associated with non-deductible goodwill that was derecognized as part of the disposal transaction. Cash flows attributable to our discontinued operations are included in our statements of consolidated cash flows. For the year ended December 31, 2016, there were no material amounts of depreciation, amortization, capital expenditures or significant operating non-cash items related to discontinued operations. The $1.5 million principal amount note receivable from the buyer, which was part of the consideration received from the sale of discontinued operations, is a non-cash investing activity. |
RESTRUCTURING AND OTHER RELATED
RESTRUCTURING AND OTHER RELATED CHARGES | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Related Charges | RESTRUCTURING AND OTHER RELATED CHARGES Our restructuring and other related charges, net for the years ended December 31, 2017 and 2016 are summarized by segment as follows (in thousands): Twelve Months Ended December 31, 2017 2016 Furmanite Belgium and Netherlands Exit Severance and related costs (credits) TeamFurmanite $ (173 ) $ 4,862 Disposal (gain)/impairment loss TeamFurmanite (1,056 ) 651 Subtotal (1,229 ) 5,513 2017 Cost Savings Initiative Severance and related costs TeamQualspec 966 — TeamFurmanite 1,622 — Quest Integrity 428 — Corporate and shared support services 864 — Subtotal 3,880 — Grand total $ 2,651 $ 5,513 Furmanite Belgium and Netherlands Exit. Due to continued economic softness and unfavorable costs structures, we committed to a plan to exit the acquired Furmanite operations in Belgium and the Netherlands in the fourth quarter of 2016 and communicated the plan to the affected employees. The closures are now essentially complete. During the year ended December 31, 2017, we recorded a reduction to severance costs of $0.2 million and a disposal gain of $1.1 million . The disposal gain resulted from an asset sale of the Furmanite operations in Belgium, which was completed during the first quarter of 2017, whereby we conveyed the business operations, $0.3 million of cash and approximately $0.2 million of other assets to the purchaser in exchange for the assumption by the purchaser of certain liabilities, primarily severance-related liabilities of $1.6 million associated with the employees who transferred to the purchaser in connection with the transaction. A rollforward of our accrued severance liability associated with the Belgium and Netherlands exit is presented below (in thousands): Twelve Months Ended December 31, 2017 2016 Balance, beginning of period $ 4,846 $ — Charges (credits), net (173 ) 4,846 Payments (3,144 ) — Disposal (1,601 ) — Foreign currency adjustments 72 — Balance, end of period $ — $ 4,846 With respect to these exit activities, to date we have incurred cumulatively $4.7 million of severance-related costs and an impairment loss on property, plant and equipment of $0.7 million , partially offset by a disposal gain of $1.1 million . 2017 Cost Savings Initiative. On July 24, 2017, we announced our commitment to a cost savings initiative to take direct actions to reduce our overall cost structure given the recent weak and uncertain macro environment in the industries in which we operate. The resulting severance and related charges of this initiative amounted to $3.9 million during the year ended December 31, 2017. A rollforward of our accrued severance liability associated with this initiative is presented below (in thousands): Twelve Months Ended Balance, beginning of period $ — Charges 3,880 Payments (3,292 ) Balance, end of period $ 588 With respect to this initiative, to date we have incurred cumulatively $3.9 million in severance and related expenses. Although this cost savings initiative is largely complete, the Company is continuing a comprehensive assessment of its operating plan, which could result in additional initiatives. |
VENEZUELAN OPERATIONS
VENEZUELAN OPERATIONS | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
VENEZUELAN OPERATIONS | VENEZUELAN OPERATIONS In June 2015, we disposed of our Venezuelan operations and realized no gain or loss from the transaction. Our annual revenues have historically been less than one percent of our consolidated revenues for all periods presented. Because of the uncertain political environment in Venezuela, starting in the quarter ended February 28, 2010, we began to account for Venezuelan operations pursuant to accounting guidance for hyperinflationary economies. Following the designation of the Venezuelan economy as hyperinflationary, we ceased taking the effects of currency fluctuations to accumulated other comprehensive income (loss) and began reflecting all effects as a component of non-operating income (loss) in our consolidated statements of operations. Prior to February 1, 2015, we included the results of our Venezuelan operations in our consolidated financial statements using the consolidation method of accounting. Venezuelan exchange control regulations resulted in an other-than-temporary lack of exchangeability between the Venezuelan Bolivar and U.S. Dollar, and restricted our Venezuelan operations’ ability to pay dividends and obligations denominated in U.S. Dollars. These exchange regulations, combined with other Venezuelan regulations, constrained equipment availability and significantly limited our Venezuelan operations’ ability to maintain normal operations. As a result of these conditions, and in accordance with ASC 810, Consolidation , we began reporting the results of our Venezuelan operations using the cost method of accounting. The change, which we made effective February 1, 2015, resulted in a pre-tax charge of $1.2 million for the year ended May 31, 2015 . |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS A summary of changes in accumulated other comprehensive loss included within shareholders’ equity is as follows (in thousands): Twelve Months Ended Twelve Months Ended Foreign Currency Translation Adjustments Foreign Currency Hedge Defined benefit pension plans Tax Provision Total Foreign Currency Translation Adjustments Foreign Currency Hedge Defined benefit pension plans Tax Provision Total Balance at beginning of year $ (31,973 ) $ 5,048 $ (10,518 ) $ 8,443 $ (29,000 ) $ (28,124 ) $ 4,567 $ — $ 5,183 $ (18,374 ) Other comprehensive income (loss) 10,607 (1,802 ) 3,297 (2,898 ) 9,204 (3,849 ) 481 (10,518 ) 3,260 (10,626 ) Balance at end of year $ (21,366 ) $ 3,246 $ (7,221 ) $ 5,545 $ (19,796 ) $ (31,973 ) $ 5,048 $ (10,518 ) $ 8,443 $ (29,000 ) The following table represents the related tax effects allocated to each component of other comprehensive income (loss) (in thousands): Twelve Months Ended Twelve Months Ended Gross Amount Tax Effect Net Amount Gross Amount Tax Effect Net Amount Foreign currency translation adjustments $ 10,607 $ (2,919 ) $ 7,688 $ (3,849 ) $ 1,351 $ (2,498 ) Foreign currency hedge (1,802 ) 688 (1,114 ) 481 (181 ) 300 Defined benefit pension plans 3,297 (667 ) 2,630 (10,518 ) 2,090 (8,428 ) Total $ 12,102 $ (2,898 ) $ 9,204 $ (13,886 ) $ 3,260 $ (10,626 ) Seven Months Ended Twelve Months Ended Gross Amount Tax Effect Net Amount Gross Amount Tax Effect Net Amount Foreign currency translation adjustments $ (7,228 ) $ 2,330 $ (4,898 ) $ (15,822 ) $ 2,559 $ (13,263 ) Foreign currency hedge 101 (39 ) 62 3,237 (904 ) 2,333 Total $ (7,127 ) $ 2,291 $ (4,836 ) $ (12,585 ) $ 1,655 $ (10,930 ) |
ISSUANCE AND REPURCHASE OF COMM
ISSUANCE AND REPURCHASE OF COMMON STOCK | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
ISSUANCE AND REPURCHASE OF COMMON STOCK | ISSUANCE AND REPURCHASE OF COMMON STOCK At-the-Market Equity Issuance Program. On November 28, 2016, we filed with the SEC a prospectus supplement, to our October 2016 shelf registration statement on Form S-3 (the “Shelf Registration Statement”), under which we could have sold up to $150.0 million of our common stock through an “at-the-market” equity offering program (the “ATM Program”). Through December 31, 2016, we sold 167,931 shares of common stock under the ATM Program. The net proceeds from such sales were $6.0 million after deducting the aggregate commissions paid of approximately $0.1 million and were used to reduce outstanding indebtedness. No shares of common stock were sold under the ATM Program during 2017. On July 31, 2017, we delivered written notice to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raymond James & Associates, Inc. and SunTrust Robinson Humphrey, Inc. (collectively, the “Agents”) of our termination of the ATM Equity Offering SM Sales Agreement, dated November 28, 2016 (the “Sales Agreement”), pursuant to Section 9(a) thereof. The Sales Agreement was terminable by us or the Agents for any reason at any time without penalty upon three days’ written notice to the other party. In connection with the filing of the Shelf Registration Statement and the commencement of the ATM Program, we capitalized costs totaling $0.7 million , substantially all of which was written off to selling, general and administrative expense in 2017 after the cancellation of the ATM Program. Common Stock Repurchase Plan. On June 23, 2014, our Board authorized an increase in the stock repurchase plan limit to $50.0 million (less $13.3 million repurchased previously). During year ended May 31, 2015 , we repurchased 546,977 shares for a total cost of $21.1 million . During the year ended December 31, 2016, we repurchased 274,110 shares for a total cost of $7.6 million . In the fourth quarter of 2016, these 821,087 shares were retired and are not included in common stock issued and outstanding as of December 31, 2016 . The retirement of the shares resulted in a reduction in common stock of $0.2 million , a reduction of $9.1 million to additional paid-in capital, and a $19.4 million reduction to retained earnings. No shares were repurchased during the year ended December 31, 2017. At December 31, 2017 , $7.9 million remained available to repurchase shares under the stock repurchase plan. Under the Credit Facility, the Company is limited in its ability to make stock repurchases unless the Total Leverage Ratio is below 2.50 to 1.00. Notwithstanding such provision, in the event that after giving pro forma effect to such repurchase, if Liquidity (as defined in the Credit Agreement) is at least $15.0 million and the Total Leverage Ratio is less than or equal to 4.00 to 1.00, the Credit Facility generally permits the Company to make stock repurchases provided that such repurchases, plus any payments of cash dividends, do not exceed $50.0 million in the aggregate. |
TWELVE MONTHS ENDED DECEMBER 31
TWELVE MONTHS ENDED DECEMBER 31, 2015 AND SEVEN MONTHS ENDED DECEMBER 31, 2014 COMPARATIVE DATA (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
TWELVE MONTHS ENDED DECEMBER 31, 2015 AND SEVEN MONTHS ENDING DECEMBER 31, 2014 COMPARATIVE DATA (Unaudited) | TWELVE MONTHS ENDED DECEMBER 31, 2015 AND SEVEN MONTHS ENDED DECEMBER 31, 2014 COMPARATIVE DATA (Unaudited) The condensed consolidated statements of income for the twelve months ended December 31, 2015 and the seven months ended December 31, 2014 is as follows (in thousands, except per share data): Twelve Months Ended Seven Months Ended 2015 2014 Revenues $ 926,356 $ 487,408 Operating expenses 655,465 337,977 Gross margin 270,891 149,431 Selling, general and administrative expenses 223,078 109,348 Loss on revaluation of contingent consideration 522 — Operating income 47,291 40,083 Interest expense, net 5,792 1,332 Foreign currency loss and other 2,309 1,197 Income from continuing operations before income taxes 39,190 37,554 Less: Provision for income taxes 13,744 13,622 Income from continuing operations 25,446 23,932 Income from discontinued operations, net of income tax — — Net income 25,446 23,932 Less: income attributable to noncontrolling interest 213 214 Net income attributable to Team shareholders $ 25,233 $ 23,718 Income from continuing operations per share and net income per share: Basic $ 1.21 $ 1.15 Income from continuing operations per share and net income per share: Diluted $ 1.18 $ 1.08 Weighted-average shares outstanding: Basic 20,780 20,593 Diluted 21,378 21,907 |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | QUARTERLY FINANCIAL DATA (Unaudited) The following is a summary of selected unaudited quarterly financial data for the years ended December 31, 2017 and 2016 (in thousands, except per share data): Year Ended December 31, 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Total Year Revenues $ 286,554 $ 312,256 $ 285,067 $ 316,334 $ 1,200,211 Operating loss 1 $ (12,088 ) $ (6,693 ) $ (94,116 ) $ (2,213 ) $ (115,110 ) Loss from continuing operations $ (9,508 ) $ (11,086 ) $ (83,528 ) $ (39 ) $ (104,161 ) Net loss attributable to Team shareholders $ (9,508 ) $ (11,086 ) $ (83,528 ) $ (39 ) $ (104,161 ) Basic loss per share: Continuing operations $ (0.32 ) $ (0.37 ) $ (2.80 ) $ — $ (3.49 ) Net loss $ (0.32 ) $ (0.37 ) $ (2.80 ) $ — $ (3.49 ) Diluted loss per share: Continuing operations $ (0.32 ) $ (0.37 ) $ (2.80 ) $ — $ (3.49 ) Net loss $ (0.32 ) $ (0.37 ) $ (2.80 ) $ — $ (3.49 ) ______________ 1 Includes a goodwill impairment loss of $75.2 million in the third quarter of 2017. Year Ended December 31, 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Total Year Revenues $ 250,854 $ 336,440 $ 289,577 $ 319,825 $ 1,196,696 Operating income (loss) $ (7,380 ) $ 14,008 $ (4,043 ) $ (5,703 ) $ (3,118 ) Income (loss) from continuing operations $ (6,560 ) $ 6,970 $ (4,537 ) $ (8,438 ) $ (12,565 ) Net income (loss) attributable to Team shareholders $ (6,434 ) $ 7,356 $ (4,221 ) $ (9,377 ) $ (12,676 ) Basic earnings (loss) per share: Continuing operations $ (0.27 ) $ 0.24 $ (0.15 ) $ (0.29 ) $ (0.45 ) Net income (loss) $ (0.27 ) $ 0.25 $ (0.14 ) $ (0.32 ) $ (0.45 ) Diluted earnings (loss) per share: Continuing operations $ (0.27 ) $ 0.24 $ (0.15 ) $ (0.29 ) $ (0.45 ) Net income (loss) $ (0.27 ) $ 0.25 $ (0.14 ) $ (0.32 ) $ (0.45 ) |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Event [Line Items] | |
Subsequent Event | SUBSEQUENT EVENT Refer to Note 9 for information on the Seventh Amendment to the Credit Facility that we entered into on March 8, 2018. |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Description of business | Description of Business. Unless otherwise indicated, the terms “Team, Inc.,” “Team,” “the Company,” “we,” “our” and “us” are used in this report to refer to Team, Inc., to one or more of our consolidated subsidiaries or to all of them taken as a whole. We are a leading provider of standard to specialty industrial services, including inspection, engineering assessment and mechanical repair and remediation required in maintaining high temperature and high pressure piping systems and vessels that are utilized extensively in the refining, petrochemical, power, pipeline and other heavy industries. We conduct operations in three segments: TeamQualspec Group (“TeamQualspec”) (formerly the Inspection and Heat Treating Services Group), TeamFurmanite Group (“TeamFurmanite”) (formerly the Mechanical Services Group) and Quest Integrity (“Quest Integrity”). Through the capabilities and resources in these three segments, we believe that Team is uniquely qualified to provide integrated solutions involving in their most basic form, inspection to assess condition, engineering assessment to determine fitness for purpose in the context of industry standards and regulatory codes and mechanical services to repair, rerate or replace based upon the client’s election. In addition, our Company is capable of escalating with the client’s needs—as dictated by the severity of the damage found and the related operating conditions—from standard services to some of the most advanced services and integrated integrity management and asset reliability solutions available in the industry. We also believe that Team is unique in its ability to provide services in three distinct client demand profiles: (i) turnaround or project services, (ii) call-out services and (iii) nested or run-and-maintain services. TeamQualspec provides standard and advanced non-destructive testing (“NDT”) services for the process, pipeline and power sectors, pipeline integrity management services, field heat treating services, as well as associated engineering and assessment services. These services can be offered while facilities are running (on-stream), during facility turnarounds or during new construction or expansion activities. TeamFurmanite, our mechanical services segment, provides primarily call-out and turnaround services under both on-stream and off-line/shut down circumstances. Turnaround services are project-related and demand is a function of the number and scope of scheduled and unscheduled facility turnarounds as well as new industrial facility construction or expansion activities. The turnaround and call-out services TeamFurmanite provides include field machining, technical bolting, field valve repair, and isolation test plugging services. On-stream services offered by TeamFurmanite represent the services offered while plants are operating and under pressure. These services include leak repair, fugitive emissions control and hot tapping. Quest Integrity provides integrity and reliability management solutions for the process, pipeline and power sectors. These solutions encompass two broadly-defined disciplines: (1) highly specialized in-line inspection services for unpiggable process piping and pipelines using proprietary in-line inspection tools and analytical software; and (2) advanced condition assessment services through a multi-disciplined engineering team. We offer these services globally through over 220 locations in 20 countries throughout the world with more than 7,300 employees. We market our services to companies in a diverse array of heavy industries which include the petrochemical, refining, power, pipeline, steel, pulp and paper industries, as well as municipalities, shipbuilding, OEMs, distributors, and some of the world’s largest engineering and construction firms. Our stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “TISI”. In November 2015, we announced we would change our fiscal year end to December 31 of each calendar year from May 31. In connection with this change, we previously filed a Transition Report on Form 10-K to report the results of the seven-month transition period from June 1, 2015 to December 31, 2015. In this report, the periods presented are the years ended December 31, 2017 and 2016, the seven-month transition period from June 1, 2015 to December 31, 2015 and the year ended May 31, 2015. For comparison purposes, we have also included unaudited data for the year ended December 31, 2015 and for the seven months ended December 31, 2014 (see Note 20). |
Consolidation | Consolidation. The consolidated financial statements include the accounts of Team, Inc. and our majority-owned subsidiaries where we have control over operating and financial policies. Investments in affiliates in which we have the ability to exert significant influence over operating and financial policies, but where we do not control the operating and financial policies, are accounted for using the equity method. All material intercompany accounts and transactions have been eliminated in consolidation. Effective February 1, 2015, we began reporting the results of our Venezuelan operations using the cost method of accounting (see Note 17). |
Use of estimates | Use of estimates. Our accounting policies conform to Generally Accepted Accounting Principles in the United States (“GAAP”). The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect our reported financial position and results of operations. We review significant estimates and judgments affecting our consolidated financial statements on a recurring basis and record the effect of any necessary adjustments prior to their publication. Estimates and judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things, (1) aspects of revenue recognition, (2) valuation of acquisition related tangible and intangible assets and assessments of all long-lived assets for possible impairment, (3) estimating various factors used to accrue liabilities for workers’ compensation, auto, medical and general liability, (4) establishing an allowance for uncollectible accounts receivable, (5) estimating the useful lives of our assets, (6) assessing future tax exposure and the realization of tax assets, (7) estimating the value associated with contingent consideration payment arrangements, (8) the valuation of the embedded derivative liability in our convertible debt and (9) selecting assumptions used in the measurement of costs and liabilities associated with defined benefit pension plans. Our most significant accounting policies are described below. |
Fair value of financial instruments | Fair value of financial instruments . Our financial instruments consist primarily of cash, cash equivalents, accounts receivable, accounts payable and debt obligations. The carrying amount of cash, cash equivalents, trade accounts receivable and trade accounts payable are representative of their respective fair values due to the short-term maturity of these instruments. The fair value of our banking facility is representative of the carrying value based upon the variable terms and management’s opinion that the current rates available to us with the same maturity and security structure are equivalent to that of the banking facility. The fair value of our convertible senior notes as of December 31, 2017 is $231.6 million (inclusive of the fair value of the conversion option) and is a “Level 2” (as defined in Note 10) measurement, determined based on the observed trading price of these instruments. |
Cash and cash equivalents | Cash and cash equivalents . Cash and cash equivalents consist of all demand deposits and funds invested in highly liquid short-term investments with original maturities of three months or less. |
Inventory | Inventory. Except for certain inventories that are valued based on weighted-average cost, we use the first-in, first-out method to value our inventory. Inventory includes material, labor and certain fixed overhead costs. Inventory is stated at the lower of cost and net realizable value. Inventory quantities on hand are reviewed periodically and carrying cost is reduced to net realizable value for inventories for which their cost exceeds their utility. The cost of inventories consumed or products sold are included in operating expenses. |
Property, plant and equipment | Property, plant and equipment. Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Leasehold improvements are amortized over the shorter of their respective useful life or the lease term. Depreciation and amortization of assets are computed by the straight-line method over the following estimated useful lives of the assets: Classification Useful Life Buildings 20-40 years Enterprise Resource Planning (“ERP”) System 15 years Leasehold improvements 2-15 years Machinery and equipment 2-12 years Furniture and fixtures 2-10 years Computers and computer software 2-5 years Automobiles 2-5 years |
Revenue recognition | Revenue recognition. Most of our projects are short-term in nature and we predominantly derive revenues by providing a variety of industrial services on a time and material basis. For all of these services our revenues are recognized when services are rendered or when product is shipped to the job site and risk of ownership passes to the customer. However, due to various contractual terms with our customers, at the end of any reporting period, there may be earned but unbilled revenue that is accrued to properly match revenues with related costs. At December 31, 2017 and December 31, 2016 , the amount of earned but unbilled revenue included in accounts receivable was $69.1 million and $39.7 million , respectively. |
Goodwill and intangible assets | Goodwill and intangible assets. We allocate the purchase price of acquired businesses to their identifiable tangible assets and liabilities, such as accounts receivable, inventory, property, plant and equipment, accounts payable and accrued liabilities. We also allocate a portion of the purchase price to identifiable intangible assets, such as non-compete agreements, trademarks, trade names, patents, technology and customer relationships. Allocations are based on estimated fair values of assets and liabilities. We use all available information to estimate fair values including quoted market prices, the carrying value of acquired assets, and widely accepted valuation techniques such as discounted cash flows. Certain estimates and judgments are required in the application of the fair value techniques, including estimates of future cash flows, selling prices, replacement costs, economic lives and the selection of a discount rate, as well as the use of “Level 3” measurements as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosur e (“ASC 820”). Deferred taxes are recorded for any differences between the assigned values and tax bases of assets and liabilities. Estimated deferred taxes are based on available information concerning the tax bases of assets acquired and liabilities assumed and loss carryforwards at the acquisition date, although such estimates may change in the future as additional information becomes known. Any remaining excess of cost over allocated fair values is recorded as goodwill. We typically engage third-party valuation experts to assist in determining the fair values for both the identifiable tangible and intangible assets. The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, could materially impact our results of operations. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but are instead tested for impairment at least annually in accordance with the provisions of the ASC 350 Intangibles—Goodwill and Other (“ASC 350”). Intangible assets with estimated useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with ASC 350. We assess goodwill for impairment at the reporting unit level, which we have determined to be the same as our operating segments. Each reporting unit has goodwill relating to past acquisitions. Prior to January 1, 2017, the test for impairment was a two-step process that involved comparing the estimated fair value of each reporting unit to the reporting unit’s carrying value, including goodwill. If the fair value of a reporting unit exceeded its carrying amount, the goodwill of the reporting unit was not considered impaired; therefore, the second step of the impairment test would not be deemed necessary. If the carrying amount of the reporting unit exceeded its fair value, we would then perform the second step to the goodwill impairment test, which involved the determination of the fair value of a reporting unit’s assets and liabilities as if those assets and liabilities had been acquired/assumed in a business combination at the impairment testing date, to measure the amount of goodwill impairment loss to be recorded. However, as discussed under “Newly Adopted Accounting Principles—ASU No. 2017-04” below, effective January 1, 2017 we prospectively adopted a new accounting principle that eliminated the second step of the goodwill impairment test. Therefore, for goodwill impairment tests occurring after January 1, 2017, if the carrying value of a reporting unit exceeds its fair value, we measure any goodwill impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Our goodwill annual test date is December 1 of each year. For the year ended December 31, 2016, we performed a quantitative test for goodwill impairment as of December 1, 2016 and concluded that there was no impairment. The fair values of the reporting units at December 1, 2016 were determined using a combination of income and market approaches. The income approach was based on discounted cash flow models with estimated cash flows based on internal forecasts of revenue and expenses over a five -year period plus a terminal value period. The income approach estimated fair value by discounting each reporting unit’s estimated future cash flows using a discount rate that approximated our weighted-average cost of capital. Major assumptions applied in an income approach include forecasted growth rates as well as forecasted profitability by reporting unit. Additionally, we considered two market approaches that used multiples, based on observable market data, of certain financial metrics of our reporting units to arrive at fair value. We applied equal weighting to each of the income and the two market approaches. The fair value derived from these approaches, in the aggregate, approximated our market capitalization. At December 1, 2016, our market capitalization exceeded the carrying value of our consolidated net assets by approximately $437 million or 80% , and the fair value of each reporting unit significantly exceeded its respective carrying amount as of that date. In the second quarter of the year ended December 31, 2017, we determined that there were sufficient indicators to trigger an interim goodwill impairment analysis. The indicators included, among other factors, the continued market softness, primarily in our TeamFurmanite segment, and the related impacts on our financial results and our stock price. The Company’s interim goodwill impairment test was prepared as of June 30, 2017 using a similar methodology as described above for its 2016 impairment test. The June 30, 2017 interim goodwill impairment test indicated no impairment as the fair values of each reporting unit exceeded their carrying values. On June 30, 2017, our market capitalization exceeded the carrying value of our consolidated net assets by approximately $175 million or 33% . The fair value of the Quest Integrity reporting unit significantly exceeded its carrying value. With respect to our TeamQualspec and TeamFurmanite reporting unit, the fair values exceeded carrying values by 65% and 46% , respectively. In the third quarter of the year ended December 31, 2017, we determined that there were sufficient indicators to trigger an additional interim goodwill impairment analysis, primarily due to a 43% decrease in the Company’s stock price during the quarter, coupled with the continuation of the other factors noted above. This interim goodwill impairment test was prepared as of July 31, 2017 using a similar methodology as used in the December 1, 2016 and June 30, 2017 impairment tests as described above, except that additional weighting was given to the income approach. Additionally, for the two market approaches, we added a weighting of historical financial metrics in addition to projected financial metrics. Management believes these changes were appropriate given the significant decrease in share price since the last interim impairment test in order to reconcile its reporting unit fair values to the lower market capitalization. The July 31, 2017 interim goodwill impairment test indicated impairment as the carrying values of the TeamFurmanite and TeamQualspec reporting units exceeded their fair values. The carrying value of the TeamFurmanite reporting unit exceeded its fair value by $54.1 million and the carrying value of the TeamQualspec reporting unit exceeded its fair value by $21.1 million , resulting in a total impairment loss of $75.2 million . The fair values of the reporting units are “Level 3” measurements as defined in Note 10. The fair value of the Quest Integrity reporting unit significantly exceeded its carrying value. For our annual goodwill impairment test as of December 1, 2017, we elected to perform a qualitative assessment to determine if it was more likely than not (that is, a likelihood of more than 50 percent) that the fair values of our reporting units were less than their respective carrying values as of the test date. Our qualitative assessment considered relevant events and circumstances occurring since the July 31, 2017 quantitative impairment test date that could affect the fair value or carrying amount of the reporting units. Specifically, we considered changes in the Company’s stock price, industry and market conditions, our internal forecasts of future revenue and expenses, any significant events affecting the Company and actual changes in the carrying value of our net assets. After considering all positive and negative evidence, we concluded that it was not more likely than not that our carrying values exceeded fair values and, as such, no additional impairment was indicated. There was $284.8 million and $355.8 million of goodwill at December 31, 2017 and 2016 , respectively. A summary of goodwill is as follows (in thousands): Twelve Months Ended TeamQualspec TeamFurmanite Quest Integrity Total Balance at beginning of period $ 213,475 $ 109,059 $ 33,252 $ 355,786 Acquisitions — — — — Foreign currency adjustments 1,876 1,642 741 4,259 Impairment loss (21,140 ) (54,101 ) — (75,241 ) Balance at end of period $ 194,211 $ 56,600 $ 33,993 $ 284,804 Twelve Months Ended TeamQualspec TeamFurmanite Quest Integrity Total Balance at beginning of year $ 207,497 $ 19,874 $ 29,283 $ 256,654 Acquisitions 5,955 89,646 4,137 99,738 Foreign currency adjustments 23 (461 ) (168 ) (606 ) Impairment loss — — — — Balance at end of year $ 213,475 $ 109,059 $ 33,252 $ 355,786 There was no accumulated impairment loss at December 31, 2016. |
Income taxes | Income taxes. We follow the guidance of ASC 740 Income Taxes (“ASC 740”), which requires that we use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant temporary differences. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax payable and related tax expense together with assessing temporary differences resulting from differing treatment of certain items, such as depreciation, for tax and accounting purposes. These differences can result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. In accordance with ASC 740, we are required to assess the likelihood that our deferred tax assets will be realized and, to the extent we believe that it is more likely than not (a likelihood of more than 50% ) that some portion or all of the deferred tax assets will not be realized, we must establish a valuation allowance. We consider all available evidence to determine whether, based on the weight of the evidence, a valuation allowance is needed. Evidence used includes information about our current financial position and our results of operations for the current and preceding years, as well as all currently available information about future years, including our anticipated future performance, the reversal of existing taxable temporary differences and tax planning strategies. Management believes future sources of taxable income, reversing temporary differences and other tax planning strategies will be sufficient to realize assets for which no reserve has been established. While we have considered these factors in assessing the need for a valuation allowance, there is no assurance that a valuation allowance would not need to be established in the future if information about future years change, or conversely, that a previously established valuation allowance would not need to be released. Any change in the valuation allowance would impact our income tax provision and net income (loss) in the period in which such a determination is made. As of December 31, 2017 , we believe that it is more likely than not that we will have sufficient reversals of temporary differences and future taxable income to allow us to realize the benefits of the net deferred tax assets except for those related to net operating loss carry forwards of certain foreign subsidiaries in the amount $6.0 million , United States (“U.S.”) net operating loss carry forwards of $99.0 million and unutilized research and development tax credits of $0.8 million . Our belief is based upon our record of historical earnings levels in recent years and projections of future taxable income over the periods in which the future deductible temporary differences become deductible. As of December 31, 2017 , our deferred tax assets were $59.7 million , less a valuation allowance of $26.2 million . As of December 31, 2017 , our deferred tax liabilities were $33.3 million . Significant judgment is required in assessing the timing and amounts of deductible and taxable items for tax purposes. In accordance with ASC 740-10, we establish reserves for uncertain tax positions when, despite our belief that our tax return positions are supportable, we believe that it is not more likely than not that the position will be sustained upon challenge. When facts and circumstances change, we adjust these reserves through our provision for income taxes. To the extent interest and penalties may be assessed by taxing authorities on any related underpayment of income tax, such amounts have been accrued and are classified as a component of income tax provision (benefit) in our consolidated statements of operations. As of December 31, 2017 , our unrecognized tax benefits related to uncertain tax positions were $1.2 million . The 2017 Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted on December 22, 2017 and represents a significant change to the U.S. corporate income tax system including: a federal corporate rate reduction from 35% to 21% ; limitations on the deductibility of interest expense and executive compensation; creation of new minimum taxes such as the base erosion anti-abuse tax (“BEAT”) and Global Intangible Low Taxed Income (“GILTI”) tax; and the transition of U.S. international taxation from a worldwide tax system to a modified territorial tax system, which will result in a one-time U.S. tax liability on those earnings that have not previously been repatriated to the U.S. Due to the complexities involved in accounting for the 2017 Tax Act, the Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin No. 118 (“SAB 118”), which requires companies include in their financial statements reasonable estimates of the impacts of the 2017 Tax Act to the extent such reasonable estimates have been determined. Under SAB 118, companies are allowed a measurement period of up to one year after the enactment date of the 2017 Tax Act to finalize the recording of the related tax impacts. Accordingly, the Company has recorded certain reasonable estimates of the tax impact in its consolidated statement of operations for year ended December 31, 2017, as detailed in Note 8. However, we have not yet completed our accounting for the income tax effects of certain elements of the 2017 Tax Act, including the new GILTI and BEAT taxes. Due to the complexity of these new tax rules, we are continuing to evaluate these provisions of the 2017 Tax Act and whether such taxes are recorded as a current-period expense when incurred or whether such amounts should be factored into the measurement deferred taxes. The Company will continue to evaluate the impact of the 2017 Tax Act and will record any resulting adjustments to its provisional estimates during 2018, which may materially impact our income tax expense (benefit). |
Workers' compensation, auto, medical and general liability accruals | Workers’ compensation, auto, medical and general liability accruals. In accordance with ASC 450 Contingencies (“ASC 450”), we record a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We review our loss contingencies on an ongoing basis to ensure that we have appropriate reserves recorded on our balance sheet. These reserves are based on historical experience with claims incurred but not received, estimates and judgments made by management, applicable insurance coverage for litigation matters, and are adjusted as circumstances warrant. For workers’ compensation, our self-insured retention is $1.0 million and our automobile liability self-insured retention is currently $500,000 per occurrence. For general liability claims, we have an effective self-insured retention of $3.0 million per occurrence. For medical claims, our self-insured retention is $350,000 per individual claimant determined on an annual basis. For environmental liability claims, our self-insured retention is $1.0 million per occurrence. We maintain insurance for claims that exceed such self-retention limits. The insurance is subject to terms, conditions, limitations and exclusions that may not fully compensate us for all losses. Our estimates and judgments could change based on new information, changes in laws or regulations, changes in management’s plans or intentions, or the outcome of legal proceedings, settlements or other factors. If different estimates and judgments were applied with respect to these matters, it is likely that reserves would be recorded for different amounts. |
Allowance for doubtful accounts | Allowance for doubtful accounts. In the ordinary course of business, a portion of our accounts receivable are not collected due to billing disputes, customer bankruptcies, dissatisfaction with the services we performed and other various reasons. We establish an allowance to account for those accounts receivable that we estimate will eventually be deemed uncollectible. The allowance for doubtful accounts is based on a combination of our historical experience and management’s review of long outstanding accounts receivable. |
Concentration of credit risk | Concentration of credit risk. No single customer accounts for more than 10% of consolidated revenues. |
Earnings (loss) per share | Earnings (loss) per share. Basic earnings (loss) per share is computed by dividing income (loss) from continuing operations, income (loss) from discontinued operations or net income (loss) attributable to Team stockholders by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing income (loss) from continuing operations, income (loss) from discontinued operations or net income (loss) attributable to Team stockholders, less income or loss for the period attributable to the noncontrolling interest, by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, (2) the dilutive effect of the assumed exercise of share-based compensation using the treasury stock method, (3) the dilutive effect of the assumed conversion of our noncontrolling interest to our common stock prior to the acquisition of that interest and (4) the dilutive effect of the assumed conversion of our convertible senior notes under the treasury stock method. The Company’s intent is to settle the principal amount of the convertible senior notes in cash upon conversion. If the conversion value exceeds the principal amount, the Company may elect to deliver shares of its common stock with respect to the remainder of its conversion obligation in excess of the aggregate principal amount (the “conversion spread”). Accordingly, the conversion spread is included in the denominator for the computation of diluted earnings per common share using the treasury stock method and the numerator is adjusted for any recorded gain or loss, net of tax, on the embedded derivative associated with the conversion feature. Amounts used in basic and diluted earnings (loss) per share, for all periods presented, are as follows (in thousands): Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended May 31, 2017 2016 2015 2015 Weighted-average number of basic shares outstanding 29,849 28,095 20,852 20,500 Stock options, stock units and performance awards — — 260 419 Conversion of noncontrolling interest — — 313 732 Convertible senior notes — — — — Total shares and dilutive securities 29,849 28,095 21,425 21,651 For the years ended December 31, 2017 and 2016, all outstanding share-based compensation awards were excluded from the calculation of diluted earnings (loss) per share because their inclusion would be antidilutive due to the loss from continuing operations in those periods. Also, for the year ended December 31, 2017, the effect of our convertible senior notes was excluded from the calculation of diluted earnings (loss) per share since the conversion price exceeded the average price of our common stock during the applicable period. For information on our convertible senior notes and our share-based compensation awards, refer to Note 9 and Note 11, respectively. There were no share-based awards outstanding during the seven months ended December 31, 2015 and the year ended May 31, 2015 that were excluded from the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of common shares during the periods. On August 31, 2015, we issued 728,266 shares of restricted common stock and paid $5.9 million in cash to acquire the noncontrolling interest of Quest Integrity Group, LLC. Prior to August 31, 2015, these shares were included as dilutive securities in the earnings per share calculation as set forth above. |
Foreign currency | Foreign currency . For subsidiaries whose functional currency is not the U.S. Dollar, assets and liabilities are translated at period ending rates of exchange and revenues and expenses are translated at period average exchange rates. Translation adjustments for the asset and liability accounts are included as a separate component of accumulated other comprehensive loss in stockholders’ equity. Foreign currency transaction gains and losses are included in our statements of operations. We utilize monthly foreign currency swap contracts to reduce exposures to changes in foreign currency exchange rates including, but not limited to, the Australian Dollar, Canadian Dollar, Brazilian Real, British Pound, Euro, Malaysian Ringgit and Mexican Peso. The impact from these swap contracts was not material as of December 31, 2017 and 2016 or for the years ended December 31, 2017 and 2016, the seven months ended December 31, 2015 and the year ended May 31, 2015. |
Defined benefit pension plans | Defined benefit pension plans. Pension benefit costs and liabilities are dependent on assumptions used in calculating such amounts. The primary assumptions include factors such as discount rates, expected investment return on plan assets, mortality rates and retirement rates. These rates are reviewed annually and adjusted to reflect current conditions. These rates are determined based on reference to yields. The expected return on plan assets is derived from detailed periodic studies, which include a review of asset allocation strategies, anticipated future long-term performance of individual asset classes, risks (standard deviations) and correlations of returns among the asset classes that comprise the plans’ asset mix. While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return. Mortality and retirement rates are based on actual and anticipated plan experience. In accordance with GAAP, actual results that differ from the assumptions are accumulated and are subject to amortization over future periods and, therefore, generally affect recognized expense in future periods. While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the pension obligation and future expense. |
Reclassifications | Reclassifications. Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have any effect on the Company’s financial condition or results of operations as previously reported. |
Newly adopted accounting principles & accounting principles not yet adopted | Newly Adopted Accounting Principles ASU No. 2015-11 . In July 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-11, Inventory—Simplifying the Measurement of Inventory (“ASU 2015-11”), which requires entities that measure inventory using the first-in, first-out or average cost methods to measure inventory at the lower of cost and net realizable value to more closely align the measurement of inventory in GAAP with International Financial Reporting Standards. Net realizable value is defined as estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. Our adoption, on a prospective basis, of ASU 2015-11 on January 1, 2017 had no impact on our results of operations, financial position or cash flows. ASU No. 2015-17 . In November 2015, the FASB issued ASU No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), which simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. As a result of our prospective adoption of ASU 2015-17 on January 1, 2017, all deferred tax assets and liabilities have been classified as noncurrent on our consolidated balance sheet at December 31, 2017, while our consolidated balance sheet at December 31, 2016 reflects classifications of deferred tax assets and liabilities in accordance with previous GAAP. The adoption of ASU 2015-17 had no impact on our results of operations or cash flows. ASU No. 2016-09. In March 2016, the FASB issued ASU No. 2016-09, Compensation–Stock Compensation: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which makes several modifications to GAAP related to share-based payments including the accounting for forfeitures, employee taxes and the financial statement presentation and timing of recognition of excess tax benefits or deficiencies. Specifically, ASU 2016-09 requires excess tax benefits and deficiencies to be recognized in the statements of operations as part of the provision for income tax (benefit) whereas previous guidance generally resulted in such amounts being recognized in additional paid-in capital. ASU 2016-09 also clarifies the statement of cash flows presentation for certain items associated with share-based awards. We adopted ASU 2016-09 on January 1, 2017. With respect to the requirement to recognize excess tax benefits or deficiencies in the statements of operations, we began recognizing such amounts, on a prospective basis, effective January 1, 2017 as a component of our provision (benefit) for income taxes as a discrete item. For the year ended December 31, 2017, we recognized $1.8 million of net tax benefit deficiencies in the consolidated statement of operations. Also, beginning prospectively on January 1, 2017, excess tax benefits, if any, from share-based awards are classified as operating activities instead of financing activities in our consolidated statements of cash flows, as required by the ASU. Additionally, in connection with the adoption, we recorded a cumulative-effect adjustment of $1.0 million that increased the opening balance of retained earnings as of January 1, 2017, reflecting the recognition of certain excess tax benefits from share-based awards that did not yet qualify for recognition under previous guidance. The adoption of the other requirements in ASU 2016-09 had no impact on our results of operations, financial position or cash flows. ASU No. 2017-04 . In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). Prior to adoption of ASU 2017-04, if an impairment of goodwill is indicated, entities were required to then calculate the implied fair value of goodwill to determine the amount of impairment loss. This procedure, referred to as the second step of the goodwill impairment test, required the determination of the fair value of the assets and liabilities of a reporting unit as if those assets and liabilities had been acquired/assumed in a business combination at the impairment testing date. ASU 2017-04 eliminated the second step and instead requires that the impairment loss be measured as the amount by which the carrying amount of a reporting unit exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. We elected to early adopt ASU 2017-04 prospectively effective January 1, 2017. Upon adoption, ASU 2017-04 had no impact on our consolidated financial statements, but we applied this new guidance to our 2017 goodwill impairment tests. Accounting Principles Not Yet Adopted ASU No. 2014-09 . In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which requires the Company to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 supersedes most existing revenue recognition guidance. Most of our contracts with customers are short-term in nature and billed on a time and materials basis, while certain other contracts are billed based upon a fixed price agreed upon in advance. For these fixed price contracts, we expect that ASU 2014-09 will generally result in the recognition of revenue as the services are provided compared to recognition of revenue at the time of completion of those contracts, under previous guidance. However, based on our current assessment of contracts with customers, we do not expect that the adoption of ASU 2014-09 will result in significant changes to the overall pattern or timing of our revenue recognition. However, to account for the cumulative effect of initially applying ASU 2014-09 as of January 1, 2018, we expect to recognize a pre-tax increase to the opening balance of retained earnings of less than $10 million in the first quarter of 2018, pursuant to the modified retrospective transition method, with a corresponding increase to contract assets for certain fixed-price contracts that were not yet completed as of the date of adoption. Because we will apply the modified retrospective transition method of adoption, comparative periods prior to January 1, 2018 will not be retrospectively adjusted to reflect adoption of ASU 2014-09. ASU No. 2016-02. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which changes the accounting for leases, including a requirement to record essentially all leases on the consolidated balance sheets as assets and liabilities. This ASU is effective for fiscal years beginning after December 15, 2018. We will adopt ASU 2016-02 effective January 1, 2019. We are currently evaluating the impact this ASU will have on our ongoing financial reporting, however we expect a significant amount of assets and liabilities will be recognized on our consolidated balance sheet upon adoption. ASU No. 2016-13. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends GAAP by introducing a new impairment model for financial instruments that is based on expected credit losses rather than incurred credit losses. The new impairment model applies to most financial assets, including trade accounts receivable. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019, although it may be adopted one year earlier, and requires a modified retrospective transition approach. We are currently evaluating the impact this ASU will have on our ongoing financial reporting. ASU No. 2016-15 . In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which clarifies the classification in the statement of cash flows of certain items, including debt prepayment or extinguishment costs, settlement of contingent consideration arising from a business combination, insurance settlement proceeds, and cash receipts and payments having aspects of more than one class of cash flows. We will adopt ASU 2016-15 in the first quarter of 2018, but we do not expect such adoption will have a material impact on our statements of cash flows. ASU No. 2016-16. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), which will require an entity to recognize the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for the Company beginning January 1, 2018. Based on our current assessment of ASU 2016-16, at this time we do not anticipate that the adoption of this guidance in the first quarter of 2018 will result in a material impact to our consolidated financial statements. ASU No. 2017-07 . In March 2017, the FASB issued ASU No. 2017-07, Compensation—Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”), which prescribes where in the statement of operations the components of net periodic pension cost and net periodic postretirement benefit cost should be reported. Under ASU 2017-07, the service cost component is required to be reported in the same line or line items that other compensation costs of the associated employees are reported, while the other components are reported outside of operating income (loss). The changes in presentation in ASU 2017-07 are required to be adopted by the Company in the first quarter of 2018 and are to be applied retrospectively. ASU 2017-07 will apply to the presentation, in our statements of operations, of the net periodic pension cost (credit) associated with our defined benefit pension plans, which are discussed in Note 12. We do not believe that the changes in presentation required under ASU 2017-07 will have a material impact on our results of operations, although we expect that most of our net periodic pension cost (credit) will be classified outside of operating income (loss) upon adoption. ASU No. 2017-09. In May 2017, the FASB issued ASU No. 2017-09, Compensation–Stock Compensation: Scope of Modification Accounting (“ASU 2017-09”), which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity apply modification accounting in Topic 718. Under ASU 2017-09, modification accounting is required unless the effect of the modification does not impact the award’s fair value, vesting conditions and its classification as an equity instrument or liability instrument. ASU 2017-09 is required to be adopted prospectively beginning in the first quarter of 2018. We do not expect the adoption of ASU 2017-09 to have a material impact on our share-based compensation expense. ASU No. 2017-12 . In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedge Activities (“ASU 2017-12”). This update makes certain targeted improvements to the accounting and presentation of certain hedging relationships. For net investment hedges, ASU 2017-12 requires that the entire change in the fair value of the hedging instrument included in the assessment of hedge effectiveness be recorded in the currency translation adjustment section of other comprehensive income (loss). ASU 2017-12 is required to be adopted for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this ASU will have on our ongoing financial reporting. ASU No. 2018-02. In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”) . ASU 2018-02 introduces the option to reclassify from accumulated other comprehensive income (loss) to retained earnings the “stranded” tax effects resulting from the Tax Cuts and Jobs Act (see Note 8). Under GAAP, certain deferred tax assets or liabilities may originate through income tax activity recognized in other comprehensive income (loss). However, because the adjustment of deferred tax assets and liabilities due to the reduction of the historical corporate income tax rate to the newly enacted corporate income tax rate is required to be included in income (loss) from continuing operations, the tax effects of items within accumulated other comprehensive income (loss) are not adjusted to reflect the new tax rate, resulting in “stranded” tax effects. ASU 2018-02 provides an option to reclassify such tax effects from accumulated other comprehensive income (loss) to retained earnings. ASU 2018-02 is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating whether to elect the option set forth in ASU 2018-02. |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Assets | Classification Useful Life Buildings 20-40 years Enterprise Resource Planning (“ERP”) System 15 years Leasehold improvements 2-15 years Machinery and equipment 2-12 years Furniture and fixtures 2-10 years Computers and computer software 2-5 years Automobiles 2-5 years |
Summary of Goodwill | A summary of goodwill is as follows (in thousands): Twelve Months Ended TeamQualspec TeamFurmanite Quest Integrity Total Balance at beginning of period $ 213,475 $ 109,059 $ 33,252 $ 355,786 Acquisitions — — — — Foreign currency adjustments 1,876 1,642 741 4,259 Impairment loss (21,140 ) (54,101 ) — (75,241 ) Balance at end of period $ 194,211 $ 56,600 $ 33,993 $ 284,804 Twelve Months Ended TeamQualspec TeamFurmanite Quest Integrity Total Balance at beginning of year $ 207,497 $ 19,874 $ 29,283 $ 256,654 Acquisitions 5,955 89,646 4,137 99,738 Foreign currency adjustments 23 (461 ) (168 ) (606 ) Impairment loss — — — — Balance at end of year $ 213,475 $ 109,059 $ 33,252 $ 355,786 |
Amounts Used In Basic and Diluted Earnings (Loss) Per Share | Amounts used in basic and diluted earnings (loss) per share, for all periods presented, are as follows (in thousands): Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended May 31, 2017 2016 2015 2015 Weighted-average number of basic shares outstanding 29,849 28,095 20,852 20,500 Stock options, stock units and performance awards — — 260 419 Conversion of noncontrolling interest — — 313 732 Convertible senior notes — — — — Total shares and dilutive securities 29,849 28,095 21,425 21,651 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Business Combination Consideration Transferred | $282.3 million , which consisted of the following (in thousands, except shares): February 29, 2016 Common stock (8,208,006 shares) $ 209,529 Converted share-based payment awards 2,001 Cash 70,811 Total consideration $ 282,341 |
Summary of Purchase Price Allocation | The following table presents the purchase price allocation for Furmanite (in thousands): February 29, 2016 Cash and cash equivalents $ 37,734 Accounts receivable 65,925 Inventory 25,847 Current deferred tax assets 19,857 Prepaid expenses and other current assets 23,044 Current assets of discontinued operations 18,623 Property, plant and equipment 63,259 Intangible assets 88,958 Goodwill 89,646 Other non-current assets 687 Non-current deferred tax assets 2,542 Total assets acquired 436,122 Accounts payable 12,359 Other accrued liabilities 33,127 Income taxes payable 229 Current liabilities of discontinued operations 1,434 Non-current deferred tax liabilities 91,431 Defined benefit pension liability 13,509 Other long-term liabilities 1,692 Total liabilities assumed 153,781 Net assets acquired $ 282,341 The following table presents purchase price allocation for Qualspec (in thousands): July 7, 2015 Cash and cash equivalents $ 3,981 Accounts receivable 21,495 Current deferred tax assets 279 Prepaid expenses 1,049 Plant, property and equipment 15,472 Intangible assets 78,100 Goodwill 148,482 Other assets 138 Total assets acquired 268,996 Accounts payable 2,892 Other accrued liabilities 7,581 Non-current deferred tax liability 2,982 Total liabilities assumed 13,455 Net assets acquired $ 255,541 |
Summary of Pro Forma Consolidated Results of Operations | Our unaudited pro forma consolidated results of operations are shown below as if the acquisition of Furmanite had occurred on June 1, 2015. These results are not necessarily indicative of the results that would actually have occurred if the acquisition had taken place at June 1, 2015, nor are they necessarily indicative of future results (in thousands, except per share data). Pro forma data Year Ended Seven Months Ended 2016 2015 (unaudited) (unaudited) Revenues $ 1,240,466 $ 787,914 Income (loss) from continuing operations attributable to Team shareholders $ (7,497 ) $ 15,979 Earnings (loss) per share from continuing operations: Basic $ (0.25 ) $ 0.55 Diluted $ (0.25 ) $ 0.54 Our unaudited pro forma consolidated results of operations are shown below as if the acquisition of Qualspec had occurred at June 1, 2014. These results are not necessarily indicative of the results which would actually have occurred if the acquisition had taken place at June 1, 2014, nor are they necessarily indicative of future results (in thousands, except per share data). Pro forma data Seven Months Ended December 31, Year Ended May 31, 2015 2015 (unaudited) (unaudited) Revenues $ 589,553 $ 1,011,829 Income from continuing operations attributable to Team shareholders $ 9,215 $ 41,597 Earnings per share from continuing operations: Basic $ 0.44 $ 2.03 Diluted $ 0.43 $ 1.92 |
RECEIVABLES (Tables)
RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | A summary of accounts receivable as of December 31, 2017 and December 31, 2016 is as follows (in thousands): December 31, 2017 2016 Trade accounts receivable $ 244,133 $ 230,889 Unbilled revenues 69,138 39,719 Allowance for doubtful accounts (11,308 ) (7,835 ) Total $ 301,963 $ 262,773 |
Summary of Activity in Allowance for Doubtful Accounts | The following summarizes the activity in the allowance for doubtful accounts (in thousands): Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended 2017 2016 2015 2015 Balance at beginning of period $ 7,835 $ 3,548 $ 2,775 $ 4,784 Provision for doubtful accounts 7,097 6,336 1,819 233 Write-off of bad debts (3,624 ) (2,049 ) (1,046 ) (2,242 ) Balance at end of period $ 11,308 $ 7,835 $ 3,548 $ 2,775 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | A summary of inventory as of December 31, 2017 and 2016 is as follows (in thousands): December 31, 2017 2016 Raw materials $ 8,707 $ 6,844 Work in progress 2,836 2,713 Finished goods 38,160 40,014 Total $ 49,703 $ 49,571 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | A summary of property, plant and equipment as of December 31, 2017 and 2016 is as follows (in thousands): December 31, 2017 2016 Land $ 6,698 $ 7,429 Buildings and leasehold improvements 47,924 42,257 Machinery and equipment 261,343 233,063 Furniture and fixtures 9,405 8,431 Capitalized ERP system development costs 46,637 44,876 Computers and computer software 13,052 11,775 Automobiles 5,070 5,370 Construction in progress 12,613 12,997 Total 402,742 366,198 Accumulated depreciation and amortization (199,523 ) (163,068 ) Property, plant, and equipment, net $ 203,219 $ 203,130 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | A summary of intangible assets as of December 31, 2017 and 2016 is as follows (in thousands): December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 175,226 $ (38,712 ) $ 136,514 Non-compete agreements 5,563 (4,509 ) 1,054 Trade names 24,830 (6,211 ) 18,619 Technology 7,867 (4,292 ) 3,575 Licenses 859 (460 ) 399 Total $ 214,345 $ (54,184 ) $ 160,161 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 174,742 $ (25,508 ) $ 149,234 Non-compete agreements 5,397 (3,896 ) 1,501 Trade names 24,624 (4,216 ) 20,408 Technology 7,812 (3,364 ) 4,448 Licenses 838 (325 ) 513 Total $ 213,413 $ (37,309 ) $ 176,104 |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Summary of Other Accrued Liabilities | A summary of other accrued liabilities as of December 31, 2017 and 2016 is as follows (in thousands): December 31, 2017 2016 Payroll and other compensation expenses $ 40,988 $ 38,214 Insurance accruals 15,799 13,896 Property, sales and other non-income related taxes 6,483 5,599 Lease commitments 1,616 2,119 Deferred revenue 6,102 3,433 Accrued commission 1,473 1,355 Accrued interest 5,950 603 Volume discount 1,545 1,067 Contingent consideration 1,246 2,103 Professional fees 1,098 1,530 Other 10,172 9,985 Total $ 92,472 $ 79,904 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of Tax Provision (Benefit) | The components of our tax provision (benefit) on continuing operations were as follows (in thousands): Current Deferred Total Twelve months ended December 31, 2017: U.S. Federal $ 6,177 $ (42,516 ) $ (36,339 ) State & local 170 (4,819 ) (4,649 ) Foreign jurisdictions 6,821 795 7,616 $ 13,168 $ (46,540 ) $ (33,372 ) Twelve months ended December 31, 2016: U.S. Federal $ (2,048 ) $ (5,262 ) $ (7,310 ) State & local (1,338 ) 206 (1,132 ) Foreign jurisdictions 4,529 820 5,349 $ 1,143 $ (4,236 ) $ (3,093 ) Seven months ended December 31, 2015: U.S. Federal $ (4 ) $ 1,667 $ 1,663 State & local 90 187 277 Foreign jurisdictions 2,128 505 2,633 $ 2,214 $ 2,359 $ 4,573 Twelve months ended May 31, 2015: U.S. Federal $ 17,183 $ 606 $ 17,789 State & local 2,634 (141 ) 2,493 Foreign jurisdictions 3,598 (1,087 ) 2,511 $ 23,415 $ (622 ) $ 22,793 |
Components of Pre-Tax Income (Loss) | The components of pre-tax income (loss) from continuing operations for the years ended December 31, 2017 and 2016 , the seven months ended December 31, 2015 and the year ended May 31, 2015 were as follows (in thousands): Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended May 31, 2017 2016 2015 2015 Domestic $ (149,045 ) $ (25,488 ) $ 6,627 $ 51,784 Foreign 11,512 9,830 6,824 11,506 $ (137,533 ) $ (15,658 ) $ 13,451 $ 63,290 |
Income Tax Expense (Benefit) Attributable to Income (Loss) from Continuing Operations Differed from Amounts Computed by Federal Income Tax Rate | Income tax expense (benefit) attributable to income (loss) from continuing operations differed from the amounts computed by applying the U.S. Federal income tax rate of 35% to pre-tax income (loss) from continuing operations as a result of the following (in thousands): Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended 2017 2016 2015 2015 Pre-tax income (loss) from continuing operations $ (137,533 ) $ (15,658 ) $ 13,451 $ 63,290 Computed income taxes at statutory rate (48,136 ) (5,481 ) 4,710 22,153 State income taxes, net of federal benefit (4,709 ) (713 ) 258 1,670 Foreign tax rate differential (642 ) (707 ) (648 ) (1,318 ) Production activity deduction — — (10 ) (136 ) Deferred taxes on investment in foreign subsidiaries (17,079 ) 1,777 (335 ) 819 Non-deductible expenses 1,030 871 335 513 Foreign tax credits (17,445 ) (2,302 ) (19 ) (11 ) Other tax credits (631 ) (1,033 ) (446 ) (223 ) Deemed repatriation tax 24,374 — — — Goodwill impairment 19,442 — — — Dividend from foreign subsidiaries — 2,021 — — Valuation allowance 20,955 1,986 771 (394 ) Rate change (17,360 ) — — — Other 6,829 488 (43 ) (280 ) Total provision (benefit) for income tax on continuing operations $ (33,372 ) $ (3,093 ) $ 4,573 $ 22,793 |
Tax Effects of Temporary Differences that Give Rise to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): December 31, 2017 2016 Deferred tax assets: Accrued compensation and benefits $ 9,810 $ 12,559 Receivables 2,381 3,856 Inventory 873 3,539 Stock options 738 1,526 Foreign currency translation and other equity adjustments 2,945 6,359 Other accrued liabilities 3,066 5,811 Tax credit carry forward 2,588 4,769 Net operating loss carry forwards 35,185 25,061 Other 2,066 4,227 Deferred tax assets 59,652 67,707 Less: Valuation allowance (26,185 ) (13,168 ) Deferred tax assets, net 33,467 54,539 Deferred tax liabilities: Property, plant and equipment (20,918 ) (28,700 ) Goodwill and intangible costs (27,762 ) (43,737 ) Unremitted earnings of foreign subsidiaries (13,795 ) (51,087 ) Convertible debt (3,622 ) — Other (679 ) (1,602 ) Deferred tax liabilities (66,776 ) (125,126 ) Net deferred tax liability $ (33,309 ) $ (70,587 ) |
Reconciliation of Changes in Unrecognized Tax Benefits Associated with Uncertain Tax Positions | Set forth below is a reconciliation of the changes in our unrecognized tax benefits associated with uncertain tax positions (in thousands): Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended May 31, 2017 2016 2015 2015 Balance at beginning of year $ 858 $ 539 $ 477 $ 715 Acquisition of Furmanite uncertain tax positions — 660 — — Additions based on current year tax positions — 464 62 — Additions based on tax positions related to prior years 301 96 — 68 Reductions based on tax positions related to prior years — (564 ) — (306 ) Settlements — (337 ) — — Reductions resulting from a lapse of the applicable statute of limitations — — — — Balance at end of year $ 1,159 $ 858 $ 539 $ 477 |
LONG-TERM DEBT, DERIVATIVES A39
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | |
Summary of Long-Term Debt | As of December 31, 2017 and 2016 , our long-term debt is summarized as follows (in thousands): December 31, 2017 2016 Credit Facility $ 177,857 $ 366,911 Convertible debt 1 209,892 — Total long-term debt 387,749 366,911 Less: current portion of long-term debt — 20,000 Total long-term debt, less current portion $ 387,749 $ 346,911 _________________ 1 Comprised of principal amount outstanding plus embedded derivative liability, less unamortized discount and issuance costs. See Convertible Debt section below for additional information. |
Schedule of Future Maturities of Long-term Debt | Future maturities of long-term debt, are as follows (in thousands): December 31 2018 $ — 2019 — 2020 177,857 2021 — 2022 — Thereafter 230,000 Total $ 407,857 |
Convertible Debt | As of December 31, 2017 , the Notes were recorded in our consolidated balance sheet as follows (in thousands): December 31, 2017 Liability component: Principal $ 230,000 Unamortized issuance costs (6,820 ) Unamortized discount (33,882 ) Net carrying amount of the liability component 189,298 Embedded derivative liability 20,594 Total 1 $ 209,892 Equity component: Carrying amount of the equity component, net of issuance costs 2 $ 13,912 _________________ 1 Included in the Long-term debt line of the consolidated balance sheet. 2 Included in the Additional paid-in capital line of the consolidated balance sheet. The following table sets forth interest expense information related to the Notes (in thousands, except percentage): Twelve Months Ended December 31, 2017 Coupon interest $ 4,823 Amortization of debt discount and issuance costs 2,310 Total interest expense on convertible senior notes $ 7,133 Effective interest rate 9.12 % |
Amounts Recognized In Other Comprehensive Income (Loss), and Reclassified Into Income (Loss) | ended December 31, 2017 and 2016 , the seven months ended December 31, 2015 and the year ended May 31, 2015 are as follows (in thousands): Gain (Loss) Recognized in Other Comprehensive Income (Loss) Gain (Loss) Reclassified from Other Comprehensive Income (Loss) to Earnings Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended 2017 2016 2015 2015 2017 2016 2015 2015 Derivatives Classified as Hedging Instruments Net investment hedge $ (1,802 ) $ 481 101 $ 3,237 $ — $ — $ — $ — Gain (Loss) Recognized in Income (Loss) 1 Twelve Months Ended Seven Months Ended December 31, Twelve Months Ended 2017 2016 2015 2015 Derivatives Not Classified as Hedging Instruments Embedded derivative in convertible debt $ 818 $ — $ — $ — _________________ 1 Reflected as “Gain on convertible debt embedded derivative” in the consolidated statements of operations. |
Fair Value Totals and Balance Sheet Classification for Derivatives Designated As Hedges | The following table presents the fair value totals and balance sheet classification for derivatives designated as hedges and derivatives not designated as hedges under ASC 815 (in thousands): December 31, 2017 December 31, 2016 Classification Balance Sheet Location Fair Value Classification Balance Sheet Location Fair Value Derivatives Classified as Hedging Instruments Net investment hedge Liability Long-term debt $ (3,246 ) Liability Long-term debt $ (5,048 ) Derivatives Not Classified as Hedging Instruments Embedded derivative in convertible debt Liability Long-term debt $ 20,594 |
Obligations under Non-cancellable Operating Leases | We enter into operating leases to rent facilities and obtain vehicles and equipment for our field operations. Our obligations under non-cancellable operating leases, primarily consisting of facility and auto leases, were approximately $119.2 million at December 31, 2017 and are as follows (in thousands): Twelve Months Ended December 31, Operating Leases 2018 $ 33,141 2019 24,438 2020 17,755 2021 13,509 2022 9,193 Thereafter 21,129 Total $ 119,165 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table sets forth, by level within the fair value hierarchy, our financial assets and liabilities that are accounted for at fair value on a recurring basis as of December 31, 2017 and 2016 . As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): December 31, 2017 Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Liabilities: Contingent consideration 1 $ — $ — $ 1,712 $ 1,712 Net investment hedge $ — $ (3,246 ) $ — $ (3,246 ) Embedded derivative in convertible debt $ — $ 20,594 $ — $ 20,594 December 31, 2016 Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Liabilities: Contingent consideration 1 $ — $ — $ 3,739 $ 3,739 Net investment hedge $ — $ (5,048 ) $ — $ (5,048 ) ______________ 1 Inclusive of both current and noncurrent portions. |
Summary of Changes in Fair Value of Level 3 Contingent Consideration | The following table represents the changes in the fair value of Level 3 contingent consideration (in thousands): Twelve Months Ended December 31, 2017 2016 Beginning balance $ 3,739 $ 3,638 Accretion of liability 222 366 Foreign currency effects 203 80 Payment (1,278 ) (4,000 ) Revaluation (1,174 ) 2,184 Acquisitions — 1,471 Ending balance $ 1,712 $ 3,739 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Transactions Involving Stock Units and Director Stock Grants | Transactions involving our stock units and director stock grants are summarized below: Twelve Months Ended Twelve Months Ended No. of Stock Units Weighted Average Fair Value No. of Stock Units Weighted Average Fair Value (in thousands) (in thousands) Stock and stock units, beginning of year 535 $ 35.11 371 $ 36.26 Changes during the year: Granted 563 $ 13.64 322 $ 34.23 Assumed - Furmanite Acquisition — $ — 40 $ 25.63 Vested and settled (211 ) $ 34.10 (180 ) $ 34.19 Cancelled (33 ) $ 30.12 (18 ) $ 30.75 Stock and stock units, end of year 854 $ 21.42 535 $ 35.11 Seven Months Ended Twelve Months Ended No. of Stock Units Weighted Average Fair Value No. of Stock Units Weighted Average Fair Value (in thousands) (in thousands) Stock and stock units, beginning of year 304 $ 36.23 310 $ 31.42 Changes during the year: Granted 197 $ 35.14 156 $ 39.51 Vested and settled (126 ) $ 34.43 (133 ) $ 29.23 Cancelled (4 ) $ 39.27 (29 ) $ 34.12 Stock and stock units, end of year 371 $ 36.26 304 $ 36.23 |
Summary of Transactions Involving Performance Awards | Transactions involving our performance awards are summarized below: Twelve Months Ended Seven Months Ended No. of Weighted No. of Weighted (in thousands) (in thousands) Performance awards, beginning of year 13 $ 35.15 28 $ 32.86 Changes during the year: Granted — $ — — $ — Vested and settled (13 ) $ 35.15 (15 ) $ 30.82 Cancelled — $ — — $ — Performance awards, end of year — $ 35.15 13 $ 35.15 Twelve Months Ended No. of Weighted (in thousands) Performance awards, beginning of year 50 $ 30.63 Changes during the year: Granted — $ — Vested and settled (22 ) $ 27.66 Cancelled — $ — Performance awards, end of year 28 $ 32.86 Transactions involving our performance awards are summarized below: Twelve Months Ended Twelve Months Ended No. of Long- Term Performance Stock Units Weighted Average Fair Value No. of Long- Term Performance Stock Units Weighted Average Fair Value (in thousands) (in thousands) Long-term performance stock units, beginning of year 59 $ 37.16 59 $ 37.16 Changes during the year: Granted 182 $ 19.68 — $ — Vested and settled — $ — — $ — Cancelled (67 ) $ 30.11 — $ — Long-term performance stock units, end of year 174 $ 21.58 59 $ 37.16 Seven Months Ended Twelve Months Ended No. of Long- Term Performance Stock Units Weighted Average Fair Value No. of Long- Term Performance Stock Units Weighted Average Fair Value (in thousands) (in thousands) Long-term performance stock units, beginning of year 23 $ 42.25 — $ — Changes during the year: Granted 36 $ 33.91 23 $ 42.25 Vested and settled — $ — — $ — Cancelled — $ — — $ — Long-term performance stock units, end of year 59 $ 37.16 23 $ 42.25 |
Summary of Transactions Involving Stock Options | Transactions involving our stock options are summarized below: Twelve Months Ended Twelve Months Ended No. of Options Weighted Average Exercise Price No. of Options Weighted Average Exercise Price (in thousands) (in thousands) Shares under option, beginning of year 203 $ 30.63 376 $ 25.71 Changes during the year: Granted — $ — — $ — Assumed - Furmanite Acquisition — $ — 132 $ 33.20 Exercised (16 ) $ 27.91 (251 ) $ 23.50 Cancelled — $ — (50 ) $ 35.00 Expired (108 ) $ 30.08 (4 ) $ 44.62 Shares under option, end of year 79 $ 31.94 203 $ 30.63 Exercisable at end of year 79 $ 31.94 203 $ 30.63 Seven Months Ended Twelve Months Ended No. of Options Weighted Average Exercise Price No. of Options Weighted Average Exercise Price (in thousands) (in thousands) Shares under option, beginning of year 490 $ 24.80 816 $ 19.61 Changes during the year: Granted — $ — — $ — Exercised (109 ) $ 21.41 (326 ) $ 11.79 Cancelled — $ — — $ — Expired (5 ) $ 30.33 — $ — Shares under option, end of year 376 $ 25.71 490 $ 24.80 Exercisable at end of year 376 $ 25.71 490 $ 24.80 |
Total Options Outstanding, Range of Exercise Prices and Remaining Contractual Lives | Options exercisable at December 31, 2017 had a weighted-average remaining contractual life of 3.8 years . For total options outstanding at December 31, 2017 , the range of exercise prices and remaining contractual lives are as follows: Range of Prices No. of Options Weighted Average Exercise Price Weighted Average Remaining Life (in thousands) (in years) $20.19 to $30.28 14 $ 21.68 3.3 $30.29 to $40.38 58 $ 32.07 3.6 $40.39 to $50.47 7 $ 50.47 6.4 79 $ 31.94 3.8 |
EMPLOYEE BENEFIT PLANS EMPLOYEE
EMPLOYEE BENEFIT PLANS EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Cost (Credit) | Net pension cost (credit) included the following components (in thousands): Twelve Months Ended December 31, 2017 2016 1 Service cost $ 90 $ 79 Interest cost 2,438 2,504 Expected return on plan assets (3,110 ) (2,577 ) Amortization of net actuarial loss 71 — Net periodic pension cost (credit) $ (511 ) $ 6 ______________ 1 Reflects net pension cost from the date of the Furmanite acquisition. |
Schedule of Assumptions Used | The weighted-average assumptions used to determine benefit obligations at December 31, 2017 and 2016 are as follows: December 31, 2017 2016 Discount rate 2.5 % 2.7 % Rate of compensation increase 1 Not applicable Not applicable Inflation 3.1 % 3.3 % ______________ 1 Not applicable due to plan curtailment. The weighted-average assumptions used to determine net periodic benefit cost (credit) for the years ended December 31, 2017 and 2016 are as follows: Twelve Months Ended December 31, 2017 2016 Discount rate 2.7 % 4.0 % Expected long-term return on plan assets 4.5 % 4.9 % Rate of compensation increase 1 Not applicable Not applicable Inflation 3.3 % 2.8 % _______________ 1 Not applicable due to plan curtailment. |
Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets | The following table sets forth the changes in the benefit obligation and plan assets for the years ended December 31, 2017 and 2016 (in thousands): Twelve Months Ended December 31, 2017 2016 Projected benefit obligation: Beginning of year $ 89,206 $ — Acquisition of Furmanite — 80,410 Service cost 90 79 Interest cost 2,438 2,504 Actuarial loss 890 18,233 Benefits paid (4,187 ) (2,804 ) Foreign currency translation adjustment and other 8,438 (9,216 ) End of year 96,875 89,206 Fair value of plan assets: Beginning of year 67,967 — Acquisition of Furmanite — 66,901 Actual gain on plan assets 7,383 10,222 Employer contributions 4,350 1,182 Benefits paid (4,187 ) (2,804 ) Foreign currency translation adjustment and other 6,386 (7,534 ) End of year 81,899 67,967 Excess projected obligation under (over) fair value of plan assets at end of year $ (14,976 ) $ (21,239 ) Amounts recognized in accumulated other comprehensive loss: Net actuarial loss $ (7,221 ) $ (10,518 ) |
Schedule of Expected Benefit Payments | At December 31, 2017 , expected future benefit payments are as follows for the years ended December 31, (in thousands): 2018 $ 3,157 2019 3,608 2020 3,750 2021 3,978 2022 4,163 2023-2027 22,801 Total $ 41,457 |
Schedule of Allocation of Plan Assets | The following table sets forth the weighted-average asset allocation and target asset allocations as of December 31, 2017 and 2016 by asset category: Asset Allocations Target Asset Allocations 2017 2016 2017 2016 Equity securities and diversified growth funds 1 73.5 % 67.3 % 65.0 % 65.0 % Debt securities 2 25.7 % 31.6 % 35.0 % 35.0 % Other 0.8 % 1.1 % — % — % Total 100 % 100 % 100 % 100 % ______________________________ 1 Diversified growth funds refer to actively managed absolute return funds that hold a combination of equity and debt securities. 2 Includes investments in funds with the objective to provide leveraged returns to U.K. government fixed income securities and U.K. government indexed-linked securities. The following tables summarize the plan assets of the U.K. Plan measured at fair value on a recurring basis (at least annually) as of December 31, 2017 and 2016 (in thousands): December 31, 2017 Asset Category Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) (a) Significant Unobservable Inputs (Level 3) (a) Cash $ 651 $ 651 $ — $ — Equity securities: U.K. equity (b) 17,809 — 17,809 — U.S. equity index (c) 4,370 — 4,370 — European equity index (d) 4,378 — 4,378 — Pacific rim equity index (e) 3,506 — 3,506 — Japanese equity index (f) 2,733 — 2,733 — Emerging markets equity index (g) 2,785 — 2,785 — Diversified growth fund (h) 17,296 — 17,296 — Global absolute return fund (i) 6,534 — 6,534 — Fixed income securities: Cash fund (j) 5,315 — 5,315 — U.K. government fixed income securities (k) 6,494 — 6,494 — U.K. government index-linked securities (l) 8,934 — 8,934 — Total $ 80,805 $ 651 $ 80,154 $ — December 31, 2016 Asset Category Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) (a) Significant Unobservable Inputs (Level 3) (a) Cash $ 744 $ 744 $ — $ — Equity securities: U.K. equity (b) 13,927 — 13,927 — U.S. equity index (c) 3,453 — 3,453 — European equity index (d) 3,421 — 3,421 — Pacific rim equity index (e) 2,645 — 2,645 — Japanese equity index (f) 2,185 — 2,185 — Emerging markets equity index (g) 2,014 — 2,014 — Diversified growth fund (h) 11,637 — 11,637 — Global absolute return fund (i) 5,821 — 5,821 — Fixed income securities: Cash fund (j) 7,921 — 7,921 — U.K. government fixed income securities (k) 5,454 — 5,454 — U.K. government index-linked securities (l) 7,825 — 7,825 — Total $ 67,047 $ 744 $ 66,303 $ — ______________________________ a) The net asset value of the commingled equity and fixed income funds are determined by prices of the underlying securities, less the funds’ liabilities, and then divided by the number of shares outstanding. As the funds are not traded in active markets, the commingled funds are classified as Level 2 or Level 3 assets. The net asset value is corroborated by observable market data (e.g., purchase or sale activities) for Level 2 assets. b) This category includes investments in U.K. companies and aims to achieve a return that is consistent with the return of the FTSE All-Share Index. c) This category includes investments in a variety of large and small U.S. companies and aims to achieve a return that is consistent with the return of the FTSE All-World USA Index. d) This category includes investments in a variety of large and small European companies and aims to achieve a return that is consistent with the return of the FTSE All-World Developed Europe ex-U.K. Index. e) This category includes investments in a variety of large and small companies across the Australian, Hong Kong, New Zealand and Singapore markets and aims to achieve a return that is consistent with the return of the FTSE-All-World Developed Asia Pacific ex-Japan Index. f) This category includes investments in a variety of large and small Japanese companies and aims to achieve a return that is consistent with the return of the FTSE All-World Japan Index. g) This category includes investments in companies in the Emerging Markets to achieve a return that is consistent with the return of the IFC Investable Index ex-Malaysia. h) This category includes investments in a diversified portfolio of equity, bonds, alternatives and cash markets and aims to achieve a return that is consistent with the return of the Libor GBP 3 month + 3% Index. i) This category includes investments in a diversified portfolio of equity and bonds combined with investment strategies based on advanced derivative techniques and aims to achieve a return over rolling three-year periods equivalent to cash plus 5% per year, gross of fees. j) This category includes investments in British pound sterling-denominated money market instruments and fixed-income securities issued by governments, corporations or other issuers which may be listed or traded on a recognized market. k) This category includes investments in funds with the objective to provide a leveraged return to U.K. government fixed income securities (gilts) that have maturity dates in 2040 and 2052. l) This category includes investments in funds with the objective to provide a leveraged return to various U.K. government indexed-linked securities (gilts), with maturity periods ranging from 2022 to 2062. The funds invest in U.K. government bonds and derivatives. |
SEGMENT AND GEOGRAPHIC DISCLO43
SEGMENT AND GEOGRAPHIC DISCLOSURES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Data for our Three Operating Segments | Segment data for our three operating segments are as follows (in thousands): Twelve Months Ended Seven Months Ended Twelve Months Ended 2017 2016 2015 2015 Revenues: TeamQualspec $ 588,441 $ 589,478 $ 351,949 $ 467,099 TeamFurmanite 529,973 539,627 178,238 300,456 Quest Integrity 81,797 67,591 41,531 74,492 Total $ 1,200,211 $ 1,196,696 $ 571,718 $ 842,047 Twelve Months Ended Seven Months Ended Twelve Months Ended 2017 2016 2015 2015 Operating income (loss): TeamQualspec 1 $ 11,128 $ 43,367 $ 31,175 $ 60,198 TeamFurmanite 1 (33,993 ) 27,283 14,335 28,713 Quest Integrity 12,337 4,780 5,491 13,196 Corporate and shared support services (104,582 ) (78,548 ) (31,839 ) (33,642 ) Total $ (115,110 ) $ (3,118 ) $ 19,162 $ 68,465 ______________ 1 Includes goodwill impairment loss of $21.1 million and $54.1 million for TeamQualspec and TeamFurmanite, respectively, for the year ended December 31, 2017. Twelve Months Ended Seven Months Ended Twelve Months Ended 2017 2016 2015 2015 Capital expenditures: TeamQualspec $ 10,505 $ 8,803 $ 6,557 $ 10,276 TeamFurmanite 17,791 15,077 5,656 4,916 Quest Integrity 3,316 2,007 1,993 2,961 Corporate and shared support services 5,186 19,956 11,596 10,616 Total $ 36,798 $ 45,843 $ 25,802 $ 28,769 Twelve Months Ended Seven Months Ended Twelve Months Ended 2017 2016 2015 2015 Depreciation and amortization: TeamQualspec $ 19,279 $ 19,853 $ 10,568 $ 8,413 TeamFurmanite 23,412 21,387 4,779 7,583 Quest Integrity 4,423 5,323 3,403 5,704 Corporate and shared support services 5,029 2,110 676 1,087 Total $ 52,143 $ 48,673 $ 19,426 $ 22,787 |
Geographic Breakdown of Revenues and Total Assets | A geographic breakdown of our revenues for the years ended December 31, 2017 and 2016, the seven months ended December 31, 2015 and the year ended May 31, 2015 and our total assets as of December 31, 2017, 2016 and 2015 and May 31, 2015 are as follows (in thousands): Total Revenues 1 Total Assets Twelve months ended December 31, 2017 United States $ 871,367 $ 613,897 Canada 134,256 60,879 Europe 119,603 325,182 Other foreign countries 74,985 55,877 Total $ 1,200,211 $ 1,055,835 Twelve months ended December 31, 2016 United States $ 889,967 $ 788,780 Canada 128,122 66,056 Europe 108,720 234,847 Other foreign countries 69,887 57,735 Total $ 1,196,696 $ 1,147,418 Seven months ended December 31, 2015 United States $ 448,508 $ 682,124 Canada 71,325 59,626 Europe 27,718 33,271 Other foreign countries 24,167 23,970 Total $ 571,718 $ 798,991 Twelve months ended May 31, 2015 United States $ 625,044 $ 399,173 Canada 132,573 68,043 Europe 47,524 34,612 Other foreign countries 36,906 22,005 Total $ 842,047 $ 523,833 ______________ 1 Revenues attributable to individual countries/geographic areas are based on the country of domicile of the legal entity that performs the work. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Loss from Discontinued Operations, Net of tax | Loss from discontinued operations, net of income tax, from the date of the Furmanite acquisition, consists of the following (in thousands): Twelve Months Ended Revenues $ 46,771 Operating expenses 43,081 Gross margin 3,690 Selling, general and administrative expenses 1,939 Gain on disposal 7 Income from discontinued operations, before income tax 1,758 Less: Provision for income taxes 1,869 Loss from discontinued operations, net of income tax $ (111 ) |
RESTRUCTURING AND OTHER RELAT45
RESTRUCTURING AND OTHER RELATED CHARGES RESTRUCTURING AND OTHER RELATED CHARGES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Costs | Our restructuring and other related charges, net for the years ended December 31, 2017 and 2016 are summarized by segment as follows (in thousands): Twelve Months Ended December 31, 2017 2016 Furmanite Belgium and Netherlands Exit Severance and related costs (credits) TeamFurmanite $ (173 ) $ 4,862 Disposal (gain)/impairment loss TeamFurmanite (1,056 ) 651 Subtotal (1,229 ) 5,513 2017 Cost Savings Initiative Severance and related costs TeamQualspec 966 — TeamFurmanite 1,622 — Quest Integrity 428 — Corporate and shared support services 864 — Subtotal 3,880 — Grand total $ 2,651 $ 5,513 |
Furmanite Netherlands and Belgium Exit | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve | A rollforward of our accrued severance liability associated with the Belgium and Netherlands exit is presented below (in thousands): Twelve Months Ended December 31, 2017 2016 Balance, beginning of period $ 4,846 $ — Charges (credits), net (173 ) 4,846 Payments (3,144 ) — Disposal (1,601 ) — Foreign currency adjustments 72 — Balance, end of period $ — $ 4,846 |
2017 Cost Savings Initiative | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve | A rollforward of our accrued severance liability associated with this initiative is presented below (in thousands): Twelve Months Ended Balance, beginning of period $ — Charges 3,880 Payments (3,292 ) Balance, end of period $ 588 |
ACCUMULATED OTHER COMPREHENSI46
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Income (Loss) Included Within Shareholders' Equity | A summary of changes in accumulated other comprehensive loss included within shareholders’ equity is as follows (in thousands): Twelve Months Ended Twelve Months Ended Foreign Currency Translation Adjustments Foreign Currency Hedge Defined benefit pension plans Tax Provision Total Foreign Currency Translation Adjustments Foreign Currency Hedge Defined benefit pension plans Tax Provision Total Balance at beginning of year $ (31,973 ) $ 5,048 $ (10,518 ) $ 8,443 $ (29,000 ) $ (28,124 ) $ 4,567 $ — $ 5,183 $ (18,374 ) Other comprehensive income (loss) 10,607 (1,802 ) 3,297 (2,898 ) 9,204 (3,849 ) 481 (10,518 ) 3,260 (10,626 ) Balance at end of year $ (21,366 ) $ 3,246 $ (7,221 ) $ 5,545 $ (19,796 ) $ (31,973 ) $ 5,048 $ (10,518 ) $ 8,443 $ (29,000 ) |
Related Tax Effects Allocated to Each Component of Accumulated Other Comprehensive Income | The following table represents the related tax effects allocated to each component of other comprehensive income (loss) (in thousands): Twelve Months Ended Twelve Months Ended Gross Amount Tax Effect Net Amount Gross Amount Tax Effect Net Amount Foreign currency translation adjustments $ 10,607 $ (2,919 ) $ 7,688 $ (3,849 ) $ 1,351 $ (2,498 ) Foreign currency hedge (1,802 ) 688 (1,114 ) 481 (181 ) 300 Defined benefit pension plans 3,297 (667 ) 2,630 (10,518 ) 2,090 (8,428 ) Total $ 12,102 $ (2,898 ) $ 9,204 $ (13,886 ) $ 3,260 $ (10,626 ) Seven Months Ended Twelve Months Ended Gross Amount Tax Effect Net Amount Gross Amount Tax Effect Net Amount Foreign currency translation adjustments $ (7,228 ) $ 2,330 $ (4,898 ) $ (15,822 ) $ 2,559 $ (13,263 ) Foreign currency hedge 101 (39 ) 62 3,237 (904 ) 2,333 Total $ (7,127 ) $ 2,291 $ (4,836 ) $ (12,585 ) $ 1,655 $ (10,930 ) |
TWELVE MONTHS ENDED DECEMBER 47
TWELVE MONTHS ENDED DECEMBER 31, 2015 AND SEVEN MONTHS ENDED DECEMBER 31, 2014 COMPARATIVE DATA (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Condensed Consolidated Statement of Income | The condensed consolidated statements of income for the twelve months ended December 31, 2015 and the seven months ended December 31, 2014 is as follows (in thousands, except per share data): Twelve Months Ended Seven Months Ended 2015 2014 Revenues $ 926,356 $ 487,408 Operating expenses 655,465 337,977 Gross margin 270,891 149,431 Selling, general and administrative expenses 223,078 109,348 Loss on revaluation of contingent consideration 522 — Operating income 47,291 40,083 Interest expense, net 5,792 1,332 Foreign currency loss and other 2,309 1,197 Income from continuing operations before income taxes 39,190 37,554 Less: Provision for income taxes 13,744 13,622 Income from continuing operations 25,446 23,932 Income from discontinued operations, net of income tax — — Net income 25,446 23,932 Less: income attributable to noncontrolling interest 213 214 Net income attributable to Team shareholders $ 25,233 $ 23,718 Income from continuing operations per share and net income per share: Basic $ 1.21 $ 1.15 Income from continuing operations per share and net income per share: Diluted $ 1.18 $ 1.08 Weighted-average shares outstanding: Basic 20,780 20,593 Diluted 21,378 21,907 |
QUARTERLY FINANCIAL DATA (UNA48
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Selected Unaudited Quarterly Financial Data | The following is a summary of selected unaudited quarterly financial data for the years ended December 31, 2017 and 2016 (in thousands, except per share data): Year Ended December 31, 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Total Year Revenues $ 286,554 $ 312,256 $ 285,067 $ 316,334 $ 1,200,211 Operating loss 1 $ (12,088 ) $ (6,693 ) $ (94,116 ) $ (2,213 ) $ (115,110 ) Loss from continuing operations $ (9,508 ) $ (11,086 ) $ (83,528 ) $ (39 ) $ (104,161 ) Net loss attributable to Team shareholders $ (9,508 ) $ (11,086 ) $ (83,528 ) $ (39 ) $ (104,161 ) Basic loss per share: Continuing operations $ (0.32 ) $ (0.37 ) $ (2.80 ) $ — $ (3.49 ) Net loss $ (0.32 ) $ (0.37 ) $ (2.80 ) $ — $ (3.49 ) Diluted loss per share: Continuing operations $ (0.32 ) $ (0.37 ) $ (2.80 ) $ — $ (3.49 ) Net loss $ (0.32 ) $ (0.37 ) $ (2.80 ) $ — $ (3.49 ) ______________ 1 Includes a goodwill impairment loss of $75.2 million in the third quarter of 2017. Year Ended December 31, 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Total Year Revenues $ 250,854 $ 336,440 $ 289,577 $ 319,825 $ 1,196,696 Operating income (loss) $ (7,380 ) $ 14,008 $ (4,043 ) $ (5,703 ) $ (3,118 ) Income (loss) from continuing operations $ (6,560 ) $ 6,970 $ (4,537 ) $ (8,438 ) $ (12,565 ) Net income (loss) attributable to Team shareholders $ (6,434 ) $ 7,356 $ (4,221 ) $ (9,377 ) $ (12,676 ) Basic earnings (loss) per share: Continuing operations $ (0.27 ) $ 0.24 $ (0.15 ) $ (0.29 ) $ (0.45 ) Net income (loss) $ (0.27 ) $ 0.25 $ (0.14 ) $ (0.32 ) $ (0.45 ) Diluted earnings (loss) per share: Continuing operations $ (0.27 ) $ 0.24 $ (0.15 ) $ (0.29 ) $ (0.45 ) Net income (loss) $ (0.27 ) $ 0.25 $ (0.14 ) $ (0.32 ) $ (0.45 ) |
SUMMARY OF SIGNIFICANT ACCOUN49
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - Additional Information (Detail) | Jan. 01, 2018USD ($) | Dec. 01, 2017USD ($) | Aug. 31, 2015USD ($)shares | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2017USD ($)employeecountrysegmentLocationcustomer | Dec. 31, 2016USD ($) | May 31, 2015USD ($)shares | Jan. 01, 2017USD ($) | Dec. 01, 2016USD ($) | Jul. 07, 2015USD ($) | May 31, 2014USD ($) |
Significant Accounting Policies [Line Items] | |||||||||||||
Number of operating segments | segment | 3 | ||||||||||||
Number of locations in which company operates | Location | 220 | ||||||||||||
Number of countries in which company operates | country | 20 | ||||||||||||
Number of employees | employee | 7,300 | ||||||||||||
Unbilled revenues | $ 69,138,000 | $ 39,719,000 | |||||||||||
Goodwill impairment loss | $ 0 | $ 75,200,000 | $ 0 | $ 0 | 75,241,000 | $ 0 | $ 0 | ||||||
Discounted cash flow, forecast period | 5 years | ||||||||||||
Goodwill impairment test, number of market-based approaches | 2 | ||||||||||||
Amount of Market Capitalization in Excess of Carrying Amount | $ 175,000,000 | $ 437,000,000 | |||||||||||
Percentage of Market Capitalization in Excess of Carrying Amount | 33.00% | 80.00% | |||||||||||
Percentage change in stock price | 43.00% | ||||||||||||
Goodwill | 256,654,000 | 284,804,000 | $ 355,786,000 | ||||||||||
Accumulated goodwill impairment loss | 0 | ||||||||||||
Deferred tax assets, gross | 59,652,000 | 67,707,000 | |||||||||||
Valuation allowance | 26,185,000 | 13,168,000 | |||||||||||
Deferred tax liabilities | 33,309,000 | 70,587,000 | |||||||||||
Unrecognized tax benefits | $ 539,000 | $ 1,159,000 | 858,000 | $ 477,000 | $ 715,000 | ||||||||
US Federal income tax rate | 21.00% | 35.00% | |||||||||||
Workers compensation our self-insured retention | $ 1,000,000 | ||||||||||||
Automobile liability self-insured retention | 500,000 | ||||||||||||
General liability claims we have an effective self-insured retention | 3,000,000 | ||||||||||||
Medical claims, our self-insured retention | 350,000 | ||||||||||||
Environmental liability claims, our self-insured retention | 1,000,000 | ||||||||||||
Share-based awards outstanding excluded from calculation of diluted EPS | shares | 0 | 0 | |||||||||||
Cash payment to acquire non-controlling interest | $ 5,934,000 | 0 | 0 | $ 0 | |||||||||
Income tax deficiency from share-based compensation arrangements recognized in statement of operations | 1,800,000 | ||||||||||||
Quest Integrity | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Number of shares issued to acquire noncontrolling interest | shares | 728,266 | ||||||||||||
Cash payment to acquire non-controlling interest | $ 5,900,000 | ||||||||||||
Qualspec Group | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Goodwill | $ 148,482,000 | ||||||||||||
TeamFurmanite | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Goodwill impairment loss | 54,101,000 | 0 | |||||||||||
Reporting unit, percentage of fair value in excess of carrying amount | 46.00% | ||||||||||||
Goodwill | 19,874,000 | 56,600,000 | 109,059,000 | ||||||||||
TeamQualspec | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Goodwill impairment loss | 21,140,000 | 0 | |||||||||||
Reporting unit, percentage of fair value in excess of carrying amount | 65.00% | ||||||||||||
Goodwill | $ 207,497,000 | 194,211,000 | $ 213,475,000 | ||||||||||
TeamQualspec | Qualspec Group | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Goodwill | $ 148,500,000 | ||||||||||||
Significant Other Observable Inputs (Level 2) | Convertible Debt | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Fair value of convertible senior notes | $ 231,600,000 | ||||||||||||
Sales Revenue | Customer Concentration Risk | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Number of customers that accounted for more than ten percent of revenue | customer | 0 | ||||||||||||
Accounting Standards Update 2016-09 | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Adjustment to opening retained earnings upon adoption | $ 1,000,000 | ||||||||||||
Maximum | Forecasted | Accounting Standards Update 2014-09 | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Adjustment to opening retained earnings upon adoption | $ 10,000,000 | ||||||||||||
Research and development tax credit | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Tax credit carryforward | $ 800,000 | ||||||||||||
Foreign Subsidiaries | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Net operating loss carryforwards, not expected to be realized | 6,000,000 | ||||||||||||
Domestic Tax Authority | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Net operating loss carryforwards, not expected to be realized | $ 99,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN50
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 20 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 40 years |
Capitalized ERP system development costs | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 15 years |
Capitalized ERP system development costs | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 15 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 15 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 12 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 10 years |
Computers and computer software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Computers and computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 5 years |
Automobiles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Automobiles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN51
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - Schedule of Rollforward Goodwill (Detail) - USD ($) $ in Thousands | Dec. 01, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 |
Goodwill [Roll Forward] | |||||||
Balance at beginning of period | $ 355,786 | $ 256,654 | |||||
Acquisitions | 0 | 99,738 | |||||
Foreign currency adjustments | 4,259 | (606) | |||||
Impairment loss | $ 0 | $ (75,200) | $ 0 | $ 0 | (75,241) | 0 | $ 0 |
Balance at end of period | 256,654 | 284,804 | 355,786 | ||||
TeamQualspec | |||||||
Goodwill [Roll Forward] | |||||||
Balance at beginning of period | 213,475 | 207,497 | |||||
Acquisitions | 0 | 5,955 | |||||
Foreign currency adjustments | 1,876 | 23 | |||||
Impairment loss | (21,140) | 0 | |||||
Balance at end of period | 207,497 | 194,211 | 213,475 | ||||
TeamFurmanite | |||||||
Goodwill [Roll Forward] | |||||||
Balance at beginning of period | 109,059 | 19,874 | |||||
Acquisitions | 0 | 89,646 | |||||
Foreign currency adjustments | 1,642 | (461) | |||||
Impairment loss | (54,101) | 0 | |||||
Balance at end of period | 19,874 | 56,600 | 109,059 | ||||
Quest Integrity | |||||||
Goodwill [Roll Forward] | |||||||
Balance at beginning of period | 33,252 | 29,283 | |||||
Acquisitions | 0 | 4,137 | |||||
Foreign currency adjustments | 741 | (168) | |||||
Impairment loss | 0 | 0 | |||||
Balance at end of period | $ 29,283 | $ 33,993 | $ 33,252 |
SUMMARY OF SIGNIFICANT ACCOUN52
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - Amounts Used In Basic and Diluted Earnings Per Share (Detail) - shares shares in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | |
Earnings Per Share [Abstract] | ||||||
Weighted-average number of basic shares outstanding (in shares) | 20,852 | 20,593 | 29,849 | 28,095 | 20,780 | 20,500 |
Stock options, stock units and performance awards (in shares) | 260 | 0 | 0 | 419 | ||
Conversion of non-controlling interest (in shares) | 313 | 0 | 0 | 732 | ||
Convertible senior notes (in shares) | 0 | 0 | 0 | 0 | ||
Total shares and dilutive securities (in shares) | 21,425 | 21,907 | 29,849 | 28,095 | 21,378 | 21,651 |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Detail) $ in Thousands | Feb. 29, 2016USD ($)shares | Aug. 31, 2015shares | Jul. 07, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | May 31, 2015USD ($) |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 256,654 | $ 284,804 | $ 355,786 | $ 256,654 | |||||
Net income (loss) | 8,878 | $ 23,932 | (104,161) | (12,676) | 25,446 | $ 40,497 | |||
TeamQualspec | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | 207,497 | $ 194,211 | 213,475 | $ 207,497 | |||||
Furmanite | |||||||||
Business Acquisition [Line Items] | |||||||||
Share conversion ratio from business combination | 0.215 | ||||||||
Fair value of consideration transferred | $ 282,341 | ||||||||
Number of shares issued | shares | 8,208,006 | ||||||||
Intangible assets | $ 88,958 | ||||||||
Goodwill | 89,646 | ||||||||
Expected amount of deductible goodwill | 0 | ||||||||
Fair value of accounts receivables acquired | 65,900 | ||||||||
Uncollectible amount | 7,900 | ||||||||
Gross contractual amount | 88,000 | ||||||||
Acquisition related costs | 3,000 | 6,700 | |||||||
Revenues | 216,000 | ||||||||
Net income (loss) | (6,400) | ||||||||
Separately recognized acquisition costs expensed | $ 4,700 | ||||||||
Cash payment to acquire business | 70,811 | ||||||||
Furmanite | Discontinued Operations, Held-for-sale | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 1,600 | ||||||||
Goodwill | 3,300 | ||||||||
Fair value of accounts receivables acquired | 13,600 | ||||||||
Acquired discontinued operations, amount by which current assets acquired were reduced for costs to sell | 1,100 | ||||||||
Furmanite | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 69,800 | ||||||||
Acquired intangible asset useful life | 12 years | ||||||||
Furmanite | Trade names | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 16,900 | ||||||||
Acquired intangible asset useful life | 12 years | ||||||||
Furmanite | Developed Technology Rights | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 2,300 | ||||||||
Acquired intangible asset useful life | 10 years | ||||||||
Qualspec Group | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of consideration transferred | $ 255,500 | ||||||||
Intangible assets | 78,100 | ||||||||
Goodwill | 148,482 | ||||||||
Expected amount of deductible goodwill | 109,600 | ||||||||
Fair value of accounts receivables acquired | 21,500 | ||||||||
Uncollectible amount | 1,000 | ||||||||
Gross contractual amount | $ 22,500 | ||||||||
Revenues | 79,300 | ||||||||
Net income (loss) | $ 2,700 | ||||||||
Ownership percentage acquired | 100.00% | ||||||||
Qualspec Group | TeamQualspec | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 148,500 | ||||||||
Qualspec Group | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 75,200 | ||||||||
Acquired intangible asset useful life | 15 years | ||||||||
Qualspec Group | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 1,600 | ||||||||
Acquired intangible asset useful life | 5 years | ||||||||
Qualspec Group | Trade names | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 1,300 | ||||||||
Acquired intangible asset useful life | 1 year | ||||||||
Quest Integrity | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of shares issued | shares | 728,266 |
ACQUISITIONS - Schedule of Cons
ACQUISITIONS - Schedule of Consideration Transferred (Details) - Furmanite $ in Thousands | Feb. 29, 2016USD ($) |
Business Acquisition [Line Items] | |
Common stock (8,208,006 shares) | $ 209,529 |
Converted share-based awards | 2,001 |
Cash | 70,811 |
Total consideration | $ 282,341 |
ACQUISITIONS - Summary of Purch
ACQUISITIONS - Summary of Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | Jul. 07, 2015 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 284,804 | $ 355,786 | $ 256,654 | ||
Furmanite | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 37,734 | ||||
Accounts receivable | 65,925 | ||||
Inventory | 25,847 | ||||
Current deferred tax assets | 19,857 | ||||
Prepaid expenses and other current assets | 23,044 | ||||
Current assets of discontinued operations | 18,623 | ||||
Property, plant and equipment | 63,259 | ||||
Intangible assets | 88,958 | ||||
Goodwill | 89,646 | ||||
Other non-current assets | 687 | ||||
Non-current deferred tax assets | 2,542 | ||||
Total assets acquired | 436,122 | ||||
Accounts payable | 12,359 | ||||
Other accrued liabilities | 33,127 | ||||
Income taxes payable | 229 | ||||
Current liabilities of discontinued operations | 1,434 | ||||
Non-current deferred tax liabilities | 91,431 | ||||
Defined benefit pension liability | 13,509 | ||||
Other long-term liabilities | 1,692 | ||||
Total liabilities assumed | 153,781 | ||||
Net assets acquired | $ 282,341 | ||||
Qualspec Group | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 3,981 | ||||
Accounts receivable | 21,495 | ||||
Current deferred tax assets | 279 | ||||
Prepaid expenses and other current assets | 1,049 | ||||
Property, plant and equipment | 15,472 | ||||
Intangible assets | 78,100 | ||||
Goodwill | 148,482 | ||||
Other non-current assets | 138 | ||||
Total assets acquired | 268,996 | ||||
Accounts payable | 2,892 | ||||
Other accrued liabilities | 7,581 | ||||
Non-current deferred tax liabilities | 2,982 | ||||
Total liabilities assumed | 13,455 | ||||
Net assets acquired | $ 255,541 |
ACQUISITIONS - Summary of Unaud
ACQUISITIONS - Summary of Unaudited Pro Forma Consolidated Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | May 31, 2015 | |
Furmanite | |||
Business Acquisition [Line Items] | |||
Revenues | $ 787,914 | $ 1,240,466 | |
Income (loss) from continuing operations attributable to Team shareholders | $ 15,979 | $ (7,497) | |
Earnings per share: Basic | $ 0.55 | $ (0.25) | |
Earnings per share: Diluted | $ 0.54 | $ (0.25) | |
Qualspec Group | |||
Business Acquisition [Line Items] | |||
Revenues | $ 589,553 | $ 1,011,829 | |
Business Acquisition, Pro Forma Net Income (Loss) | $ 9,215 | $ 41,597 | |
Earnings per share: Basic | $ 0.44 | $ 2.03 | |
Earnings per share: Diluted | $ 0.43 | $ 1.92 |
RECEIVABLES - Summary of Accoun
RECEIVABLES - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | May 31, 2014 |
Receivables [Abstract] | |||||
Trade accounts receivable | $ 244,133 | $ 230,889 | |||
Unbilled revenues | 69,138 | 39,719 | |||
Allowance for doubtful accounts | (11,308) | (7,835) | $ (3,548) | $ (2,775) | $ (4,784) |
Total | $ 301,963 | $ 262,773 |
RECEIVABLES - Summary of Activi
RECEIVABLES - Summary of Activity in Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Balance at beginning of period | $ 2,775 | $ 7,835 | $ 3,548 | $ 4,784 |
Provision for doubtful accounts | 1,819 | 7,097 | 6,336 | 233 |
Write-off of bad debts | (1,046) | (3,624) | (2,049) | (2,242) |
Balance at end of period | $ 3,548 | $ 11,308 | $ 7,835 | $ 2,775 |
INVENTORY (Detail)
INVENTORY (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 8,707 | $ 6,844 |
Work in progress | 2,836 | 2,713 |
Finished goods | 38,160 | 40,014 |
Total | $ 49,703 | $ 49,571 |
PROPERTY, PLANT AND EQUIPMENT60
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 13,900 | $ 35,700 | $ 33,500 | $ 19,000 |
Property, Plant and Equipment, Gross | 402,742 | 366,198 | ||
Accumulated depreciation and amortization | (199,523) | (163,068) | ||
Property, plant and equipment, net | 203,219 | 203,130 | ||
Capitalized software costs, new ERP system | 46,600 | |||
Capitalized interest costs, new ERP system | 1,600 | |||
Amortization expense, new ERP system | 2,600 | |||
Land | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 6,698 | 7,429 | ||
Buildings and leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 47,924 | 42,257 | ||
Machinery and equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 261,343 | 233,063 | ||
Furniture and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 9,405 | 8,431 | ||
Capitalized ERP system development costs | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 46,637 | 44,876 | ||
Computers and computer software | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 13,052 | 11,775 | ||
Automobiles | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 5,070 | 5,370 | ||
Construction in progress | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | $ 12,613 | $ 12,997 |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 214,345 | $ 213,413 |
Accumulated Amortization | (54,184) | (37,309) |
Net Carrying Amount | 160,161 | 176,104 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 175,226 | 174,742 |
Accumulated Amortization | (38,712) | (25,508) |
Net Carrying Amount | 136,514 | 149,234 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,563 | 5,397 |
Accumulated Amortization | (4,509) | (3,896) |
Net Carrying Amount | 1,054 | 1,501 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 24,830 | 24,624 |
Accumulated Amortization | (6,211) | (4,216) |
Net Carrying Amount | 18,619 | 20,408 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,867 | 7,812 |
Accumulated Amortization | (4,292) | (3,364) |
Net Carrying Amount | 3,575 | 4,448 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 859 | 838 |
Accumulated Amortization | (460) | (325) |
Net Carrying Amount | $ 399 | $ 513 |
INTANGIBLE ASSETS - Additional
INTANGIBLE ASSETS - Additional Information (Detail) - USD ($) $ in Millions | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 5.5 | $ 16.5 | $ 16.1 | $ 3.8 |
Finite-Lived Intangible Assets, Amortization Expense, 2018 | 29 | |||
Finite-Lived Intangible Assets, Amortization Expense, 2019 | 14 | |||
Finite-Lived Intangible Assets, Amortization Expense, 2020 | 14 | |||
Finite-Lived Intangible Assets, Amortization Expense, 2021 | 13 | |||
Finite-Lived Intangible Assets, Amortization Expense, 2022 | $ 13 | |||
Intangible assets, Estimated weighted average useful life | 13 years 3 months 18 days | |||
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Estimated weighted average useful life | 13 years 6 months | |||
Non-compete agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Estimated weighted average useful life | 4 years 6 months | |||
Trade names | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Estimated weighted average useful life | 12 years 6 months | |||
Technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Estimated weighted average useful life | 9 years 7 months 6 days | |||
Licenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Estimated weighted average useful life | 9 years 3 months 18 days |
OTHER ACCRUED LIABILITIES (Deta
OTHER ACCRUED LIABILITIES (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Payroll and other compensation expenses | $ 40,988 | $ 38,214 |
Insurance accruals | 15,799 | 13,896 |
Property, sales and other non-income related taxes | 6,483 | 5,599 |
Lease commitments | 1,616 | 2,119 |
Deferred revenue | 6,102 | 3,433 |
Accrued commission | 1,473 | 1,355 |
Accrued interest | 5,950 | 603 |
Volume discount | 1,545 | 1,067 |
Contingent consideration | 1,246 | 2,103 |
Professional fees | 1,098 | 1,530 |
Other | 10,172 | 9,985 |
Total | $ 92,472 | $ 79,904 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 01, 2018 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 |
Income Tax [Line Items] | |||||||
Effective tax rate | 34.00% | 24.00% | 20.00% | 36.00% | |||
Provision (benefit) for income taxes | $ 4,573 | $ 13,622 | $ (33,372) | $ (3,093) | $ 13,744 | $ 22,793 | |
US Federal income tax rate | 21.00% | 35.00% | |||||
Valuation allowance | $ 26,185 | $ 13,168 | |||||
Net tax benefit reflecting impact of a new foreign dividends-received deduction for U.S. tax purposes | 17,100 | ||||||
Liabilities for uncertain tax positions | 1,200 | ||||||
Provision for income taxes related to deemed repatriation tax, provisional amount | $ 8,400 | ||||||
Installment payment period for Tax Cuts and Jobs Act Incomplete Accounting Transition Tax for Accumulated Foreign Earnings | 8 years | ||||||
Income tax benefit related to remeasurement of deferred tax balances, provisional amount | $ 17,400 | ||||||
Foreign Tax | |||||||
Income Tax [Line Items] | |||||||
Net operating loss carryforwards | 5,600 | ||||||
Domestic Tax Authority | |||||||
Income Tax [Line Items] | |||||||
Operating Loss Carryforwards, Valuation Allowance | 19,800 | ||||||
Net operating loss carryforwards | 99,000 | ||||||
No Expiration | Foreign Tax | |||||||
Income Tax [Line Items] | |||||||
Net operating loss carryforwards | 2,200 | ||||||
Alternative Minimum Tax | |||||||
Income Tax [Line Items] | |||||||
Tax credit carryforward | $ 1,200 |
INCOME TAXES - Components of Ta
INCOME TAXES - Components of Tax Provision (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | |
Current | ||||||
U.S. Federal | $ (4) | $ 6,177 | $ (2,048) | $ 17,183 | ||
State & local | 90 | 170 | (1,338) | 2,634 | ||
Foreign jurisdictions | 2,128 | 6,821 | 4,529 | 3,598 | ||
Total current, provision for income tax | 2,214 | 13,168 | 1,143 | 23,415 | ||
Deferred | ||||||
U.S. Federal | 1,667 | (42,516) | (5,262) | 606 | ||
State & local | 187 | (4,819) | 206 | (141) | ||
Foreign jurisdictions | 505 | 795 | 820 | (1,087) | ||
Total deferred, provision for income tax | 2,359 | (46,540) | (4,236) | (622) | ||
Total | ||||||
U.S. Federal | 1,663 | (36,339) | (7,310) | 17,789 | ||
State & local | 277 | (4,649) | (1,132) | 2,493 | ||
Foreign jurisdictions | 2,633 | 7,616 | 5,349 | 2,511 | ||
Total provision (benefit) for income tax on continuing operations | $ 4,573 | $ 13,622 | $ (33,372) | $ (3,093) | $ 13,744 | $ 22,793 |
INCOME TAXES - Components of Pr
INCOME TAXES - Components of Pre-Tax Income (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||||
Domestic | $ 6,627 | $ (149,045) | $ (25,488) | $ 51,784 | ||
Foreign | 6,824 | 11,512 | 9,830 | 11,506 | ||
Income (loss) from continuing operations before income taxes | $ 13,451 | $ 37,554 | $ (137,533) | $ (15,658) | $ 39,190 | $ 63,290 |
INCOME TAXES - Income Tax Rate
INCOME TAXES - Income Tax Rate Reconciliation (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||||
Pre-tax income (loss) from continuing operations | $ 13,451 | $ 37,554 | $ (137,533) | $ (15,658) | $ 39,190 | $ 63,290 |
Computed income taxes at statutory rate | 4,710 | (48,136) | (5,481) | 22,153 | ||
State income taxes, net of federal benefit | 258 | (4,709) | (713) | 1,670 | ||
Foreign tax rate differential | (648) | (642) | (707) | (1,318) | ||
Production activity deduction | (10) | 0 | 0 | (136) | ||
Deferred taxes on investment in foreign subsidiaries | (335) | (17,079) | 1,777 | 819 | ||
Non-deductible expenses | 335 | 1,030 | 871 | 513 | ||
Foreign tax credits | (19) | (17,445) | (2,302) | (11) | ||
Other tax credits | (446) | (631) | (1,033) | (223) | ||
Deemed repatriation tax | 0 | 24,374 | 0 | 0 | ||
Goodwill impairment | 0 | 19,442 | 0 | 0 | ||
Dividend from foreign subsidiaries | 0 | 0 | 2,021 | 0 | ||
Valuation allowance | 771 | 20,955 | 1,986 | (394) | ||
Rate change | 0 | (17,360) | 0 | 0 | ||
Other | (43) | 6,829 | 488 | (280) | ||
Total provision (benefit) for income tax on continuing operations | $ 4,573 | $ 13,622 | $ (33,372) | $ (3,093) | $ 13,744 | $ 22,793 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Accrued compensation and benefits | $ 9,810 | $ 12,559 |
Receivables | 2,381 | 3,856 |
Inventory | 873 | 3,539 |
Stock options | 738 | 1,526 |
Foreign currency translation and other equity adjustments | 2,945 | 6,359 |
Other accrued liabilities | 3,066 | 5,811 |
Tax credit carry forward | 2,588 | 4,769 |
Net operating loss carry forwards | 35,185 | 25,061 |
Other | 2,066 | 4,227 |
Deferred tax assets | 59,652 | 67,707 |
Less: Valuation allowance | (26,185) | (13,168) |
Deferred tax assets, net | 33,467 | 54,539 |
Deferred tax liabilities: | ||
Property, plant and equipment | (20,918) | (28,700) |
Goodwill and intangible costs | (27,762) | (43,737) |
Unremitted earnings of foreign subsidiaries | (13,795) | (51,087) |
Convertible debt | (3,622) | 0 |
Other | (679) | (1,602) |
Deferred tax liabilities | (66,776) | (125,126) |
Net deferred tax liability | $ (33,309) | $ (70,587) |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Balance at beginning of year | $ 477 | $ 858 | $ 539 | $ 715 |
Acquisition of Furmanite uncertain tax positions | 0 | 0 | 660 | 0 |
Additions based on current year tax positions | 62 | 0 | 464 | 0 |
Additions based on tax positions related to prior years | 0 | 301 | 96 | 68 |
Reductions based on tax positions related to prior years | 0 | 0 | (564) | (306) |
Settlements | 0 | 0 | (337) | 0 |
Reductions resulting from a lapse of the applicable statute of limitations | 0 | 0 | 0 | 0 |
Balance at end of year | $ 539 | $ 1,159 | $ 858 | $ 477 |
LONG-TERM DEBT, DERIVATIVES A70
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT - Long-Term Debt Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Total long-term debt | $ 387,749 | $ 366,911 | |
Current-portion of long term debt | 0 | 20,000 | |
Total long-term debt, less current portion | 387,749 | 346,911 | |
Credit Facility | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 177,857 | 366,911 | |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 209,892 | [1],[2] | $ 0 |
[1] | Comprised of principal amount outstanding plus embedded derivative liability, less unamortized discount and issuance costs. See Convertible Debt section below for additional information. | ||
[2] | Included in the Long-term debt line of the consolidated balance sheet. |
LONG-TERM DEBT, DERIVATIVES A71
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT - Schedule of Future Maturities of Long-term Debt (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Maturities of Long-term Debt [Abstract] | |
2,018 | $ 0 |
2,019 | 0 |
2,020 | 177,857 |
2,021 | 0 |
2,022 | 0 |
Thereafter | 230,000 |
Total | $ 407,857 |
LONG-TERM DEBT, DERIVATIVES A72
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT - Additional Information (Detail) € in Millions | Jul. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | May 31, 2015USD ($) | Dec. 31, 2017EUR (€) | Feb. 29, 2016USD ($) | May 31, 2014USD ($) |
Line of Credit Facility [Line Items] | |||||||||
Borrowing capacity | $ 600,000,000 | ||||||||
Commitment fees on unused borrowing capacity | 0.75% | ||||||||
Senior Secured Leverage Ratio | 3.53 | 3.53 | |||||||
Interest Coverage Ratio | 3.03 | 3.03 | |||||||
Cash on hand | $ 44,825,000 | $ 26,552,000 | $ 46,216,000 | $ 33,211,000 | $ 34,656,000 | ||||
Available borrowing capacity | 41,000,000 | ||||||||
Write-off of deferred loan costs | $ 0 | $ 1,244,000 | 0 | $ 0 | |||||
LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 3.75% | ||||||||
Net investment hedge | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowing under credit facility | $ 14,800,000 | € 12.3 | |||||||
Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Write-off of deferred loan costs | $ 1,200,000 | ||||||||
Unamortized debt issuance costs | $ 2,100,000 | ||||||||
Convertible Debt | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Term | 72 months | ||||||||
Issuance of convertible debt, face amount | $ 230,000,000 | ||||||||
Interest rate on convertible debt | 5.00% | 5.00% | 5.00% | ||||||
Unamortized debt issuance costs | $ 6,820,000 | ||||||||
March 31, 2019 and thereafter | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Minimum interest coverage ratio | 2.50 | 2.50 | |||||||
December 31, 2017 | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum ratio of senior secured debt to consolidated EBITDA | 4.25 | 4.25 | |||||||
Minimum interest coverage ratio | 3 | 3 | |||||||
September 30, 2019 and thereafter | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum ratio of senior secured debt to consolidated EBITDA | 2.75 | 2.75 | |||||||
June 30, 2019 | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum ratio of senior secured debt to consolidated EBITDA | 3.50 | 3.50 | |||||||
March 31, 2019 | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum ratio of senior secured debt to consolidated EBITDA | 3.50 | 3.50 | |||||||
December 31, 2018 | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum ratio of senior secured debt to consolidated EBITDA | 3.50 | 3.50 | |||||||
Minimum interest coverage ratio | 2.25 | 2.25 | |||||||
September 30, 2018 | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum ratio of senior secured debt to consolidated EBITDA | 3.50 | 3.50 | |||||||
Minimum interest coverage ratio | 2.25 | 2.25 | |||||||
June 30, 2018 | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum ratio of senior secured debt to consolidated EBITDA | 4.25 | 4.25 | |||||||
Minimum interest coverage ratio | 2.25 | 2.25 | |||||||
March 31, 2018 | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum ratio of senior secured debt to consolidated EBITDA | 4.25 | 4.25 | |||||||
Minimum interest coverage ratio | 2.25 | 2.25 | |||||||
Standby Letters of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Outstanding letter of credit | $ 22,500,000 | $ 21,600,000 | |||||||
Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowing capacity | $ 300,000,000 | 400,000,000 | |||||||
Debt Instrument, Term | 5 years | ||||||||
Term Loan Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowing capacity | $ 200,000,000 | ||||||||
Debt Instrument, Term | 5 years | ||||||||
Repayment of term loan | $ 160,000,000 | ||||||||
Swing Line Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowing capacity | $ 35,000,000 |
LONG-TERM DEBT, DERIVATIVES A73
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT - Convertible Debt (Details) $ / shares in Units, $ in Thousands | Jul. 31, 2017USD ($) | Jul. 25, 2017$ / shares | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($)sharesdays$ / shares | Dec. 31, 2016USD ($) | May 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Principal amount of convertible debt | $ 407,857 | |||||
Debt instrument, convertible, threshold percentage of stock price trigger for redemption | 130.00% | |||||
Debt instrument, convertible, threshold trading days for redemption | days | 20 | |||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days for redemption | 30 days | |||||
Issuance of convertible debt, net of issuance costs | $ 0 | $ 222,311 | $ 0 | $ 0 | ||
Percentage of the maximum number of shares authorized for issuance | 40.00% | |||||
Percentage of maximum number of shares that would require cash settlement | 60.00% | |||||
Fair value of similar notes without conversion feature | $ 194,200 | |||||
Fair value of convertible debt conversion feature | 35,800 | |||||
Carrying amount of convertible debt equity component, before issuance costs | $ 14,400 | |||||
Issuance costs, allocated to equity | $ 100 | |||||
Convertible debt, remaining amortization period | 67 months | |||||
Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of convertible debt | $ 230,000 | |||||
Interest rate on convertible debt | 5.00% | 5.00% | ||||
Debt Instrument, Convertible, Conversion Ratio | 46.0829 | |||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 21.70 | |||||
Conversion premium | 40.00% | |||||
Share Price | $ / shares | $ 15.50 | |||||
Debt Instrument, Convertible, Threshold Trading Days | days | 20 | |||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | days | 30 | |||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130.00% | |||||
Number of business days after the specified trading price criteria met that notes may be converted | days | 5 | |||||
Consecutive trading days, trading price criteria | 5 days | |||||
Convertible debt, threshold percentage, product of common stock price and conversion price | 98.00% | |||||
Shares outstanding, percentage threshold | 19.99% | |||||
Convertible debt, threshold shares, approval of shareholders | shares | 5,964,858 | |||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 10,599,067 | |||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||
Issuance of convertible debt, net of issuance costs | $ 222,300 | |||||
Embedded derivative liability | 21,400 | $ 20,594 | ||||
Debt discount | 35,800 | $ 33,882 | ||||
Debt Instrument, Term | 72 months | |||||
Total issuance costs associated with the Notes | $ 7,700 | |||||
Convertible debt issuance costs, allocated to debt | 7,200 | |||||
Issuance costs, allocated to equity | $ 500 | |||||
Convertible Debt | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 14,838,703 | |||||
Number of shares that would require cash settlement | shares | 8,873,845 | |||||
Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of term loan | 160,000 | |||||
Debt Instrument, Term | 5 years | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of outstanding borrowings on revolving credit facility | $ 62,300 | |||||
Debt Instrument, Term | 5 years |
LONG-TERM DEBT, DERIVATIVES A74
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT - Detail of Convertible Debt Carrying Amount (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | ||
Debt Instrument [Line Items] | |||||
Principal | $ 407,857 | ||||
Total | 387,749 | $ 366,911 | |||
Carrying amount of the equity component, net of issuance costs | [1] | 13,912 | |||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Principal | 230,000 | ||||
Unamortized issuance costs | (6,820) | ||||
Unamortized discount | (33,882) | $ (35,800) | |||
Net carrying amount of the liability component | 189,298 | ||||
Embedded derivative liability | 20,594 | $ 21,400 | |||
Total | $ 209,892 | [2],[3] | $ 0 | ||
[1] | Included in the Additional paid-in capital line of the consolidated balance sheet. | ||||
[2] | Comprised of principal amount outstanding plus embedded derivative liability, less unamortized discount and issuance costs. See Convertible Debt section below for additional information. | ||||
[3] | Included in the Long-term debt line of the consolidated balance sheet. |
LONG-TERM DEBT, DERIVATIVES A75
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT - Components of Convertible Debt Interest Expense (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | |
Debt Instrument [Line Items] | ||||||
Amortization of debt discount and issuance costs | $ 256 | $ 3,085 | $ 541 | $ 223 | ||
Total interest expense | $ 4,898 | $ 1,332 | 21,487 | $ 12,667 | $ 5,792 | $ 2,489 |
Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Coupon interest | 4,823 | |||||
Amortization of debt discount and issuance costs | 2,310 | |||||
Total interest expense | $ 7,133 | |||||
Effective interest rate | 9.12% |
LONG-TERM DEBT, DERIVATIVES A76
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT - Amounts Recognized in Other Comprehensive Income (Loss), and Reclassified Into Income (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Gain (Loss) Recognized in Other Comprehensive Income (Loss) | $ 101 | $ (1,802) | $ 481 | $ 3,237 | |
Net investment hedge | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Gain (Loss) Recognized in Other Comprehensive Income (Loss) | 101 | (1,802) | 481 | 3,237 | |
Gain (Loss) Reclassified from Other Comprehensive Income (Loss) to Earnings (Loss) | 0 | 0 | 0 | 0 | |
Convertible debt embedded derivative | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative Instruments Not Designated as Hedging Instruments Gain (Loss), Net | $ 0 | $ 818 | [1] | $ 0 | $ 0 |
[1] | Reflected as “Gain on convertible debt embedded derivative” in the consolidated statements of operations. |
LONG-TERM DEBT, DERIVATIVES A77
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT - Fair Value and Balance Sheet Classification (Detail) - Long-term debt - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Designated as Hedging Instrument | Net investment hedge | ||
Derivatives, Fair Value [Line Items] | ||
Fair value liability | $ (3,246) | $ (5,048) |
Not Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Convertible debt embedded derivative liability | $ 20,594 |
LONG-TERM DEBT, DERIVATIVES A78
LONG-TERM DEBT, DERIVATIVES AND LETTERS OF CREDIT - Operating Leases (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||||
2,018 | $ 33,141 | |||
2,019 | 24,438 | |||
2,020 | 17,755 | |||
2,021 | 13,509 | |||
2,022 | 9,193 | |||
Thereafter | 21,129 | |||
Total | 119,165 | |||
Total rent expense from operating leases | $ 18,800 | $ 47,700 | $ 40,000 | $ 29,500 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||
Transfer of Liability from Level 1 to Level 2 | $ 0 | $ 0 |
Transfer of Liability from Level 2 to Level 1 | 0 | 0 |
Transfer of Liability out of Level 3 measurement | 0 | 0 |
Transfer of Liability in to Level 3 measurement | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Measu
FAIR VALUE MEASUREMENTS - Measured on Recurring Basis (Detail) - Recurring - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Contingent Consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Net liabilities | [1] | $ 1,712 | $ 3,739 |
Derivative | Net investment hedge | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Net liabilities | (3,246) | (5,048) | |
Quoted Prices in Active Markets for Identical Items (Level 1) | Contingent Consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Net liabilities | 0 | 0 | |
Quoted Prices in Active Markets for Identical Items (Level 1) | Derivative | Net investment hedge | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Net liabilities | 0 | 0 | |
Significant Other Observable Inputs (Level 2) | Contingent Consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Net liabilities | 0 | 0 | |
Significant Other Observable Inputs (Level 2) | Derivative | Net investment hedge | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Net liabilities | (3,246) | (5,048) | |
Significant Unobservable Inputs (Level 3) | Contingent Consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Net liabilities | [1] | 1,712 | 3,739 |
Significant Unobservable Inputs (Level 3) | Derivative | Net investment hedge | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Net liabilities | 0 | $ 0 | |
Convertible debt embedded derivative | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Net liabilities | 20,594 | ||
Convertible debt embedded derivative | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Net liabilities | $ 20,594 | ||
[1] | Inclusive of both current and noncurrent portions. |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Contingent Consideration (Detail) - Contingent Consideration - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 3,739 | $ 3,638 |
Accretion of liability | 222 | 366 |
Foreign currency effects | 203 | 80 |
Payment | (1,278) | (4,000) |
Revaluation | (1,174) | 2,184 |
Acquisitions | 0 | 1,471 |
Ending balance | $ 1,712 | $ 3,739 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional Information (Detail) $ in Thousands | 7 Months Ended | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($)perfconditionsshares | Dec. 31, 2016USD ($) | May 31, 2015USD ($) | Feb. 29, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards outstanding to officers, directors and key employees | shares | 1,100,000 | ||||
Total number of shares authorized to be issued under our stock incentive plans | shares | 2,000,000 | ||||
Share-based compensation | $ 3,500 | $ 7,900 | $ 7,300 | $ 4,800 | |
Employee service share-based compensation, nonvested awards, compensation not yet recognized, share-based awards other than options | $ 16,900 | ||||
Remaining weighted-average period | 2 years 8 months 4 days | ||||
Income tax deficiency from share-based compensation arrangements recognized in statement of operations | $ (1,800) | ||||
Tax effect of share-based payment arrangements | 374 | (535) | 3,034 | ||
Weighted-average remaining contractual life of options exercisable | 3 years 9 months 19 days | ||||
Stock and Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | 3,000 | $ 7,100 | 7,200 | 4,100 | |
Award vesting period | 4 years | ||||
Long Term Performance Stock Unit Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | 300 | $ 800 | (400) | 200 | |
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | 500 | 300 | 600 | ||
Award vesting period | 4 years | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ 0 | $ 100 | $ 200 | $ 0 | |
Award vesting period | 4 years | ||||
Stock option year term | 10 years | ||||
Furmanite | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share conversion ratio from business combination | 0.215 | ||||
November 4, 2014 and October 15, 2015 | Long Term Performance Stock Unit Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance Period | 3 years | ||||
Service Period | 3 years | ||||
November 4, 2014 and October 15, 2015 | Long Term Performance Stock Unit Awards | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Possible payouts | 0.00% | ||||
November 4, 2014 and October 15, 2015 | Long Term Performance Stock Unit Awards | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Possible payouts | 300.00% | ||||
March 15, 2017 | Long Term Performance Stock Unit Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 2 years | ||||
Performance Period | 2 years | ||||
Share-based compensation award, number of performance conditions | perfconditions | 3 | ||||
March 15, 2017 | Relative total shareholder return | Long Term Performance Stock Unit Awards | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Possible payouts | 0.00% | ||||
March 15, 2017 | Relative total shareholder return | Long Term Performance Stock Unit Awards | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Possible payouts | 200.00% | ||||
March 15, 2017 | Company's results of operations | Long Term Performance Stock Unit Awards | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Possible payouts | 0.00% | ||||
March 15, 2017 | Company's results of operations | Long Term Performance Stock Unit Awards | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Possible payouts | 300.00% |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock Units and Director Stock Grants (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 3.5 | $ 7.9 | $ 7.3 | $ 4.8 |
Stock and Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 3 | $ 7.1 | $ 7.2 | $ 4.1 |
No. of Stock Units | ||||
Beginning of year (in shares) | 304 | 535 | 371 | 310 |
Granted (in shares) | 197 | 563 | 322 | 156 |
Assumed - Furmanite Acquisition (in shares) | 0 | 40 | ||
Vested and settled (in shares) | (126) | (211) | (180) | (133) |
Cancelled (in shares) | (4) | (33) | (18) | (29) |
End of year (in shares) | 371 | 854 | 535 | 304 |
Weighted Average Fair Value | ||||
Beginning of year (in USD per share) | $ 36.23 | $ 35.11 | $ 36.26 | $ 31.42 |
Granted (in USD per share) | 35.14 | 13.64 | 34.23 | 39.51 |
Assumed - Furmanite acquisition (in USD per share) | 0 | 25.63 | ||
Vested and settled (in USD per share) | 34.43 | 34.10 | 34.19 | 29.23 |
Cancelled (in USD per share) | 39.27 | 30.12 | 30.75 | 34.12 |
Stock and stock units, end of year (in USD per share) | $ 36.26 | $ 21.42 | $ 35.11 | $ 36.23 |
SHARE-BASED COMPENSATION - Perf
SHARE-BASED COMPENSATION - Performance Awards (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 3.5 | $ 7.9 | $ 7.3 | $ 4.8 |
Long Term Performance Stock Unit Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 0.3 | $ 0.8 | $ (0.4) | $ 0.2 |
No. of Stock Units | ||||
Beginning of year (in shares) | 23 | 59 | 59 | 0 |
Granted (in shares) | 36 | 182 | 0 | 23 |
Vested and settled (in shares) | 0 | 0 | 0 | 0 |
Cancelled (in shares) | 0 | (67) | 0 | 0 |
End of year (in shares) | 59 | 174 | 59 | 23 |
Weighted Average Fair Value | ||||
Beginning of year (in USD per share) | $ 42.25 | $ 37.16 | $ 37.16 | $ 0 |
Granted (in USD per share) | 33.91 | 19.68 | 0 | 42.25 |
Vested and settled (in USD per share) | 0 | 0 | 0 | 0 |
Cancelled (in USD per share) | 0 | 30.11 | 0 | 0 |
Stock and stock units, end of year (in USD per share) | $ 37.16 | $ 21.58 | $ 37.16 | $ 42.25 |
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 0.5 | $ 0.3 | $ 0.6 | |
No. of Stock Units | ||||
Beginning of year (in shares) | 28 | 0 | 13 | 50 |
Granted (in shares) | 0 | 0 | ||
Vested and settled (in shares) | (15) | (13) | (22) | |
Cancelled (in shares) | 0 | 0 | 0 | |
End of year (in shares) | 13 | 0 | 28 | |
Weighted Average Fair Value | ||||
Beginning of year (in USD per share) | $ 32.86 | $ 35.15 | $ 35.15 | $ 30.63 |
Granted (in USD per share) | 0 | 0 | 0 | |
Vested and settled (in USD per share) | 30.82 | 35.15 | 27.66 | |
Cancelled (in USD per share) | 0 | 0 | 0 | |
Stock and stock units, end of year (in USD per share) | $ 35.15 | $ 35.15 | $ 32.86 |
SHARE-BASED COMPENSATION - St85
SHARE-BASED COMPENSATION - Stock Options (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 3.5 | $ 7.9 | $ 7.3 | $ 4.8 |
No. of Options | ||||
Shares under option, beginning of year (in shares) | 490 | 203 | 376 | 816 |
Granted (in shares) | 0 | 0 | 0 | 0 |
Assumed - Furmanite Acquisition (in shares) | 0 | 132 | ||
Exercised (in shares) | (109) | (16) | (251) | (326) |
Cancelled (in shares) | 0 | 0 | (50) | 0 |
Expired (in shares) | (5) | (108) | (4) | 0 |
Shares under option, end of year (in shares) | 376 | 79 | 203 | 490 |
Exercisable at end of year (in shares) | 376 | 79 | 203 | 490 |
Weighted Average Exercise Price | ||||
Shares under option, beginning of year (in USD per share) | $ 24.80 | $ 30.63 | $ 25.71 | $ 19.61 |
Granted (in USD per share) | 0 | 0 | 0 | 0 |
Assumed - Furmanite Acquisition (in USD per share) | 0 | 33.20 | ||
Exercised (in USD per share) | 21.41 | 27.91 | 23.50 | 11.79 |
Cancelled (in USD per share) | 0 | 0 | 35 | 0 |
Expired (in USD per share) | 30.33 | 30.08 | 44.62 | 0 |
Shares under option, end of year (in USD per share) | 25.71 | 31.94 | 30.63 | 24.80 |
Exercisable at end of year (in USD per share) | $ 25.71 | $ 31.94 | $ 30.63 | $ 24.80 |
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 0 | $ 0.1 | $ 0.2 | $ 0 |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Options Activity (Detail) shares in Thousands | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
No. of Options | shares | 79 |
Weighted Average Exercise Price | $ 31.94 |
Weighted Average Remaining Life | 3 years 10 months |
$20.19 to $30.28 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Prices, Lower limit | $ 20.19 |
Range of Prices, Upper limit | $ 30.28 |
No. of Options | shares | 14 |
Weighted Average Exercise Price | $ 21.68 |
Weighted Average Remaining Life | 3 years 3 months 11 days |
$30.29 to $40.38 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Prices, Lower limit | $ 30.29 |
Range of Prices, Upper limit | $ 40.38 |
No. of Options | shares | 58 |
Weighted Average Exercise Price | $ 32.07 |
Weighted Average Remaining Life | 3 years 7 months 17 days |
$40.39 to $50.47 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Prices, Lower limit | $ 40.39 |
Range of Prices, Upper limit | $ 50.47 |
No. of Options | shares | 7 |
Weighted Average Exercise Price | $ 50.47 |
Weighted Average Remaining Life | 6 years 4 months 16 days |
EMPLOYEE BENEFIT PLANS - Genera
EMPLOYEE BENEFIT PLANS - General Information (Detail) $ in Millions | 7 Months Ended | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2018 | Dec. 31, 2017USD ($)plan | Dec. 31, 2016USD ($) | May 31, 2015USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined benefit plan, number of plans | plan | 2 | ||||
Defined benefit plan, expected future employer contributions, next fiscal year | $ 2.4 | ||||
Discount rate | 2.50% | 2.70% | |||
Accumulated benefit obligation | $ 95.6 | $ 88.1 | |||
Target Asset Allocations | 100.00% | 100.00% | |||
Expected long-term return on plan assets | 4.50% | 4.90% | |||
Debt securities | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Target Asset Allocations | 35.00% | 35.00% | |||
Equity securities and diversified growth funds | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Target Asset Allocations | 65.00% | 65.00% | |||
Forecasted | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Expected long-term return on plan assets | 4.70% | ||||
Forecasted | Equity Securities | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Expected long-term return on plan assets | 5.80% | ||||
Forecasted | Debt securities | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Expected long-term return on plan assets | 1.80% | ||||
Minimum | Debt securities | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Target Asset Allocations | 30.00% | ||||
Minimum | Equity securities and diversified growth funds | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Target Asset Allocations | 60.00% | ||||
Maximum | Debt securities | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Target Asset Allocations | 40.00% | ||||
Maximum | Equity securities and diversified growth funds | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Target Asset Allocations | 70.00% | ||||
LIBOR | Diversified Growth Fund | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Target return on asset category | 3.00% | ||||
Return on cash | Global Absolute Return Fund | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Target return on asset category | 5.00% | ||||
United Kingdom | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined benefit plan, number of plans | plan | 1 | ||||
Norway | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Concentration risk | 1.00% | ||||
Team, Inc. Salary Deferral Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employer contributions to the defined contribution plan | $ 3 | $ 10.4 | $ 7.1 | $ 4.8 |
EMPLOYEE BENEFIT PLANS - Schedu
EMPLOYEE BENEFIT PLANS - Schedule of Net Pension Cost (Credit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 90 | $ 79 |
Interest cost | 2,438 | 2,504 |
Expected return on plan assets | (3,110) | (2,577) |
Amortization of net actuarial loss | 71 | 0 |
Net periodic pension cost (credit) | $ (511) | $ 6 |
EMPLOYEE BENEFIT PLANS - Sche89
EMPLOYEE BENEFIT PLANS - Schedule of Assumptions Used (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Weighted Average Assumptions Used in Calculating Benefit Obligation | ||
Discount rate | 2.50% | 2.70% |
Inflation | 3.10% | 3.30% |
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost | ||
Discount rate | 2.70% | 4.00% |
Expected long-term return on plan assets | 4.50% | 4.90% |
Inflation | 3.30% | 2.80% |
EMPLOYEE BENEFIT PLANS - Change
EMPLOYEE BENEFIT PLANS - Changes in Benefit Obligation and Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Projected benefit obligation: | ||
Beginning of year | $ 89,206 | $ 0 |
Acquisition of Furmanite | 0 | 80,410 |
Service cost | 90 | 79 |
Interest cost | 2,438 | 2,504 |
Actuarial loss | 890 | 18,233 |
Benefits paid | (4,187) | (2,804) |
Foreign currency translation adjustment and other | 8,438 | (9,216) |
End of year | 96,875 | 89,206 |
Fair value of plan assets: | ||
Beginning of year | 67,967 | 0 |
Acquisition of Furmanite | 0 | 66,901 |
Actual gain on plan assets | 7,383 | 10,222 |
Employer contributions | 4,350 | 1,182 |
Benefits paid | (4,187) | (2,804) |
Foreign currency translation adjustment and other | 6,386 | (7,534) |
End of year | 81,899 | 67,967 |
Excess projected obligation under (over) fair value of plan assets at end of year | (14,976) | (21,239) |
Amounts recognized in accumulated other comprehensive loss: | ||
Net actuarial loss | $ (7,221) | $ (10,518) |
EMPLOYEE BENEFIT PLANS - Sche91
EMPLOYEE BENEFIT PLANS - Schedule of Expected Benefit Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Retirement Benefits [Abstract] | |
2,018 | $ 3,157 |
2,019 | 3,608 |
2,020 | 3,750 |
2,021 | 3,978 |
2,022 | 4,163 |
2023-2027 | 22,801 |
Total | $ 41,457 |
EMPLOYEE BENEFIT PLANS - Sche92
EMPLOYEE BENEFIT PLANS - Schedule of Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | $ 81,899 | $ 67,967 | $ 0 |
Other Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 80,805 | 67,047 | |
Other Pension Plan | Quoted Prices in Active Markets for Identical Items (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 651 | 744 | |
Other Pension Plan | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 80,154 | 66,303 | |
Other Pension Plan | Cash | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 651 | 744 | |
Other Pension Plan | Cash | Quoted Prices in Active Markets for Identical Items (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 651 | 744 | |
Other Pension Plan | Equity Index | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 2,785 | 2,014 | |
Other Pension Plan | Equity Index | Quoted Prices in Active Markets for Identical Items (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Other Pension Plan | Equity Index | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 2,785 | 2,014 | |
Other Pension Plan | Diversified Growth Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 17,296 | 11,637 | |
Other Pension Plan | Diversified Growth Fund | Quoted Prices in Active Markets for Identical Items (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Other Pension Plan | Diversified Growth Fund | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 17,296 | 11,637 | |
Other Pension Plan | Global Absolute Return Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 6,534 | 5,821 | |
Other Pension Plan | Global Absolute Return Fund | Quoted Prices in Active Markets for Identical Items (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Other Pension Plan | Global Absolute Return Fund | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 6,534 | 5,821 | |
Other Pension Plan | Cash Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 5,315 | 7,921 | |
Other Pension Plan | Cash Fund | Quoted Prices in Active Markets for Identical Items (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Other Pension Plan | Cash Fund | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 5,315 | 7,921 | |
Other Pension Plan | United Kingdom | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 17,809 | 13,927 | |
Other Pension Plan | United Kingdom | Equity Securities | Quoted Prices in Active Markets for Identical Items (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Other Pension Plan | United Kingdom | Equity Securities | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 17,809 | 13,927 | |
Other Pension Plan | United Kingdom | Fixed Income Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 6,494 | 5,454 | |
Other Pension Plan | United Kingdom | Fixed Income Securities | Quoted Prices in Active Markets for Identical Items (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Other Pension Plan | United Kingdom | Fixed Income Securities | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 6,494 | 5,454 | |
Other Pension Plan | United Kingdom | Government Index Linked Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 8,934 | 7,825 | |
Other Pension Plan | United Kingdom | Government Index Linked Securities | Quoted Prices in Active Markets for Identical Items (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Other Pension Plan | United Kingdom | Government Index Linked Securities | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 8,934 | 7,825 | |
Other Pension Plan | United States | Equity Index | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 4,370 | 3,453 | |
Other Pension Plan | United States | Equity Index | Quoted Prices in Active Markets for Identical Items (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Other Pension Plan | United States | Equity Index | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 4,370 | 3,453 | |
Other Pension Plan | European | Equity Index | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 4,378 | 3,421 | |
Other Pension Plan | European | Equity Index | Quoted Prices in Active Markets for Identical Items (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Other Pension Plan | European | Equity Index | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 4,378 | 3,421 | |
Other Pension Plan | Pacific Rim | Equity Index | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 3,506 | 2,645 | |
Other Pension Plan | Pacific Rim | Equity Index | Quoted Prices in Active Markets for Identical Items (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Other Pension Plan | Pacific Rim | Equity Index | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 3,506 | 2,645 | |
Other Pension Plan | JAPAN | Equity Index | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 2,733 | 2,185 | |
Other Pension Plan | JAPAN | Equity Index | Quoted Prices in Active Markets for Identical Items (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Other Pension Plan | JAPAN | Equity Index | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | $ 2,733 | $ 2,185 |
EMPLOYEE BENEFIT PLANS - Sche93
EMPLOYEE BENEFIT PLANS - Schedule of Asset Allocations (Details) | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocations | 100.00% | 100.00% |
Target Asset Allocations | 100.00% | 100.00% |
Equity securities and diversified growth funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocations | 73.50% | 67.30% |
Target Asset Allocations | 65.00% | 65.00% |
Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocations | 25.70% | 31.60% |
Target Asset Allocations | 35.00% | 35.00% |
Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocations | 0.80% | 1.10% |
Target Asset Allocations | 0.00% | 0.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Detail) | Dec. 31, 2017USD ($)lawsuit | Dec. 31, 2014lawsuitdefendant | Jul. 31, 2007death |
Con Ed Matter [Member] | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Number of deaths | death | 1 | ||
Number of lawsuits | 68 | ||
Insurance coverage subject to deductible limit | $ | $ 250,000 | ||
Delaware Cases | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Number of lawsuits | 2 | ||
Washington Case | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Number of lawsuits | 1 | ||
Subsidiaries | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Number of defendants | defendant | 3 | ||
Quest Integrity | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Number of lawsuits | 3 |
SEGMENT AND GEOGRAPHIC DISCLO95
SEGMENT AND GEOGRAPHIC DISCLOSURES - Additional Information (Detail) $ in Thousands | Dec. 01, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | May 31, 2015USD ($) |
Segment Reporting Information [Line Items] | |||||||
Goodwill impairment loss | $ 0 | $ 75,200 | $ 0 | $ 0 | $ 75,241 | $ 0 | $ 0 |
Number of operating segments | segment | 3 | ||||||
TeamQualspec | |||||||
Segment Reporting Information [Line Items] | |||||||
Goodwill impairment loss | $ 21,140 | 0 | |||||
TeamFurmanite | |||||||
Segment Reporting Information [Line Items] | |||||||
Goodwill impairment loss | $ 54,101 | $ 0 |
SEGMENT AND GEOGRAPHIC DISCLO96
SEGMENT AND GEOGRAPHIC DISCLOSURES - Segment Data for our Three Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | |||
Segment Reporting Information [Line Items] | ||||||||||||||||
Revenues | $ 316,334 | $ 285,067 | $ 312,256 | $ 286,554 | $ 319,825 | $ 289,577 | $ 336,440 | $ 250,854 | $ 571,718 | $ 487,408 | $ 1,200,211 | $ 1,196,696 | $ 926,356 | $ 842,047 | ||
Operating income (loss) | $ (2,213) | $ (94,116) | [1] | $ (6,693) | $ (12,088) | $ (5,703) | $ (4,043) | $ 14,008 | $ (7,380) | 19,162 | $ 40,083 | (115,110) | (3,118) | $ 47,291 | 68,465 | |
Capital expenditures | 25,802 | 36,798 | 45,843 | 28,769 | ||||||||||||
Depreciation and amortization | 19,426 | 52,143 | 48,673 | 22,787 | ||||||||||||
Operating Segments | TeamQualspec | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Revenues | 351,949 | 588,441 | 589,478 | 467,099 | ||||||||||||
Operating income (loss) | 31,175 | 11,128 | [2] | 43,367 | 60,198 | |||||||||||
Capital expenditures | 6,557 | 10,505 | 8,803 | 10,276 | ||||||||||||
Depreciation and amortization | 10,568 | 19,279 | 19,853 | 8,413 | ||||||||||||
Operating Segments | TeamFurmanite | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Revenues | 178,238 | 529,973 | 539,627 | 300,456 | ||||||||||||
Operating income (loss) | 14,335 | (33,993) | [2] | 27,283 | 28,713 | |||||||||||
Capital expenditures | 5,656 | 17,791 | 15,077 | 4,916 | ||||||||||||
Depreciation and amortization | 4,779 | 23,412 | 21,387 | 7,583 | ||||||||||||
Operating Segments | Quest Integrity | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Revenues | 41,531 | 81,797 | 67,591 | 74,492 | ||||||||||||
Operating income (loss) | 5,491 | 12,337 | 4,780 | 13,196 | ||||||||||||
Capital expenditures | 1,993 | 3,316 | 2,007 | 2,961 | ||||||||||||
Depreciation and amortization | 3,403 | 4,423 | 5,323 | 5,704 | ||||||||||||
Corporate and shared support services | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Operating income (loss) | (31,839) | (104,582) | (78,548) | (33,642) | ||||||||||||
Capital expenditures | 11,596 | 5,186 | 19,956 | 10,616 | ||||||||||||
Depreciation and amortization | $ 676 | $ 5,029 | $ 2,110 | $ 1,087 | ||||||||||||
[1] | Includes a goodwill impairment loss of $75.2 million in the third quarter of 2017. | |||||||||||||||
[2] | Includes goodwill impairment loss of $21.1 million and $54.1 million for TeamQualspec and TeamFurmanite, respectively, for the year ended December 31, 2017. |
SEGMENT AND GEOGRAPHIC DISCLO97
SEGMENT AND GEOGRAPHIC DISCLOSURES - Geographic Breakdown of Revenues and Total Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||||
Total Revenues | $ 316,334 | $ 285,067 | $ 312,256 | $ 286,554 | $ 319,825 | $ 289,577 | $ 336,440 | $ 250,854 | $ 571,718 | $ 487,408 | $ 1,200,211 | $ 1,196,696 | $ 926,356 | $ 842,047 |
Total Assets | 1,055,835 | 1,147,418 | 798,991 | 1,055,835 | 1,147,418 | 798,991 | 523,833 | |||||||
United States | ||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||||
Total Revenues | 448,508 | 871,367 | 889,967 | 625,044 | ||||||||||
Total Assets | 613,897 | 788,780 | 682,124 | 613,897 | 788,780 | 682,124 | 399,173 | |||||||
Canada | ||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||||
Total Revenues | 71,325 | 134,256 | 128,122 | 132,573 | ||||||||||
Total Assets | 60,879 | 66,056 | 59,626 | 60,879 | 66,056 | 59,626 | 68,043 | |||||||
Europe | ||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||||
Total Revenues | 27,718 | 119,603 | 108,720 | 47,524 | ||||||||||
Total Assets | 325,182 | 234,847 | 33,271 | 325,182 | 234,847 | 33,271 | 34,612 | |||||||
Other foreign countries | ||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||||
Total Revenues | 24,167 | 74,985 | 69,887 | 36,906 | ||||||||||
Total Assets | $ 55,877 | $ 57,735 | $ 23,970 | $ 55,877 | $ 57,735 | $ 23,970 | $ 22,005 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - Pipeline Inspection Group - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from divestiture of business | $ 13.3 | ||
Notes Receivable | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Principal amount of note received from buyer | $ 1.5 | $ 1.5 | |
Stated interest rate on note | 5.00% | ||
Non-cash investing activity, note received from buyer | $ 1.5 |
DISCONTINUED OPERATIONS - Sched
DISCONTINUED OPERATIONS - Schedule of Income from Discontinued Operations (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Loss from discontinued operations, net of income tax | $ 0 | $ 0 | $ 0 | $ (111) | $ 0 | $ 0 |
Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Revenues | 46,771 | |||||
Operating expenses | 43,081 | |||||
Gross margin | 3,690 | |||||
Selling, general and administrative expenses | 1,939 | |||||
Gain on disposal | 7 | |||||
Income from discontinued operations, before income tax | 1,758 | |||||
Less: Provision for income taxes | 1,869 | |||||
Loss from discontinued operations, net of income tax | $ (111) |
RESTRUCTURING AND OTHER RELA100
RESTRUCTURING AND OTHER RELATED CHARGES - Schedule of Restructuring Charges by Segment (Details) - USD ($) $ in Thousands | 1 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other related charges, net | $ 0 | $ 2,651 | $ 5,513 | $ 0 | |
Disposal gain | $ 0 | ||||
Furmanite Netherlands and Belgium Exit | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other related charges, net | (1,229) | 5,513 | |||
Disposal gain | 1,100 | ||||
Furmanite Netherlands and Belgium Exit | Employee Severance | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other related charges, net | (173) | 4,846 | |||
Furmanite Netherlands and Belgium Exit | Employee Severance | TeamFurmanite | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other related charges, net | (173) | 4,862 | |||
Furmanite Netherlands and Belgium Exit | Disposal (gain) loss & impairment | TeamFurmanite | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other related charges, net | (1,056) | 651 | |||
2017 Cost Savings Initiative | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other related charges, net | 3,880 | 0 | |||
2017 Cost Savings Initiative | Employee Severance | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other related charges, net | 3,880 | ||||
2017 Cost Savings Initiative | Employee Severance | TeamQualspec | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other related charges, net | 966 | 0 | |||
2017 Cost Savings Initiative | Employee Severance | TeamFurmanite | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other related charges, net | 1,622 | 0 | |||
2017 Cost Savings Initiative | Employee Severance | Quest Integrity | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other related charges, net | 428 | 0 | |||
2017 Cost Savings Initiative | Employee Severance | Corporate and shared support services | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other related charges, net | $ 864 | $ 0 |
RESTRUCTURING AND OTHER RELA101
RESTRUCTURING AND OTHER RELATED CHARGES - Additional Information (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges, net | $ 0 | $ 2,651 | $ 5,513 | $ 0 |
Furmanite Netherlands and Belgium Exit | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges, net | (1,229) | 5,513 | ||
Other assets transferred | 200 | |||
Furmanite Netherlands and Belgium Exit | Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges, net | (173) | 4,846 | ||
Severance liabilities transferred to purchaser | 1,601 | 0 | ||
Restructuring and Related Cost, Cost Incurred to Date | 4,700 | |||
Furmanite Netherlands and Belgium Exit | Other Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cash paid to purchaser of business | 300 | |||
Furmanite Netherlands and Belgium Exit | Impairment Loss On Property, Plant And Equipment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Cost Incurred to Date | 700 | |||
2017 Cost Savings Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges, net | 3,880 | $ 0 | ||
2017 Cost Savings Initiative | Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges, net | 3,880 | |||
Restructuring and Related Cost, Cost Incurred to Date | $ 3,900 |
RESTRUCTURING AND OTHER RELA102
RESTRUCTURING AND OTHER RELATED CHARGES - Rollforward of Restructuring Liability (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Charges (credits), net | $ 0 | $ 2,651 | $ 5,513 | $ 0 |
Furmanite Netherlands and Belgium Exit | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges (credits), net | (1,229) | 5,513 | ||
2017 Cost Savings Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges (credits), net | 3,880 | 0 | ||
Employee Severance | Furmanite Netherlands and Belgium Exit | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance, beginning of period | 4,846 | 0 | ||
Charges (credits), net | (173) | 4,846 | ||
Payments | (3,144) | 0 | ||
Disposal | (1,601) | 0 | ||
Foreign currency adjustments | 72 | 0 | ||
Balance, end of period | $ 0 | 0 | 4,846 | |
Employee Severance | 2017 Cost Savings Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance, beginning of period | 0 | |||
Charges (credits), net | 3,880 | |||
Payments | (3,292) | |||
Balance, end of period | $ 588 | $ 0 |
VENEZUELAN OPERATIONS (Detail)
VENEZUELAN OPERATIONS (Detail) - USD ($) $ in Thousands | 1 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Investment in Country with High Inflationary Economy [Line Items] | |||||
Gain or loss on Venezuelan operations disposal | $ 0 | ||||
Percentage of consolidated revenues from small service location | 1.00% | ||||
Loss on Venezuela deconsolidation | $ 0 | $ 0 | $ 0 | $ 1,177 |
ACCUMULATED OTHER COMPREHENS104
ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary of Changes in AOCI (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' Equity Attributable to Parent | $ 457,468 | $ 535,637 | ||
Beginning balance | $ 335,375 | 535,637 | 338,146 | $ 317,045 |
Other comprehensive income (loss) | (7,127) | 12,102 | (13,886) | (12,585) |
Other Comprehensive Income (loss), Tax | 2,291 | (2,898) | 3,260 | 1,655 |
Ending balance | 338,146 | 457,468 | 535,637 | 335,375 |
Foreign Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' Equity Attributable to Parent | (28,124) | (21,366) | (31,973) | |
Other comprehensive income (loss) | (7,228) | 10,607 | (3,849) | (15,822) |
Other Comprehensive Income (loss), Tax | 2,330 | (2,919) | 1,351 | 2,559 |
Foreign Currency Hedge | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' Equity Attributable to Parent | 4,567 | 3,246 | 5,048 | |
Other comprehensive income (loss) | 101 | (1,802) | 481 | 3,237 |
Other Comprehensive Income (loss), Tax | (39) | 688 | (181) | (904) |
Defined benefit pension plans | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' Equity Attributable to Parent | 0 | (7,221) | (10,518) | |
Other comprehensive income (loss) | 3,297 | (10,518) | ||
Other Comprehensive Income (loss), Tax | (667) | 2,090 | ||
Tax Provision | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' Equity Attributable to Parent | 5,183 | 5,545 | 8,443 | |
Other Comprehensive Income (loss), Tax | (2,898) | 3,260 | ||
Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' Equity Attributable to Parent | (18,374) | (19,796) | (29,000) | |
Beginning balance | (13,538) | (29,000) | (18,374) | (2,679) |
Other Comprehensive Income, Net of Tax | 9,204 | (10,626) | ||
Ending balance | $ (18,374) | $ (19,796) | $ (29,000) | $ (13,538) |
ACCUMULATED OTHER COMPREHENS105
ACCUMULATED OTHER COMPREHENSIVE LOSS - Related Tax Effects of AOCI (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Gross Amount | $ (7,127) | $ 12,102 | $ (13,886) | $ (12,585) |
Tax Effect | 2,291 | (2,898) | 3,260 | 1,655 |
Other comprehensive income (loss) net of tax | (4,836) | 9,204 | (10,626) | (10,930) |
Foreign Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Gross Amount | (7,228) | 10,607 | (3,849) | (15,822) |
Tax Effect | 2,330 | (2,919) | 1,351 | 2,559 |
Other comprehensive income (loss) net of tax | (4,898) | 7,688 | (2,498) | (13,263) |
Foreign Currency Hedge | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Gross Amount | 101 | (1,802) | 481 | 3,237 |
Tax Effect | (39) | 688 | (181) | (904) |
Other comprehensive income (loss) net of tax | $ 62 | (1,114) | 300 | $ 2,333 |
Defined benefit pension plans | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Gross Amount | 3,297 | (10,518) | ||
Tax Effect | (667) | 2,090 | ||
Other comprehensive income (loss) net of tax | $ 2,630 | $ (8,428) |
ISSUANCE AND REPURCHASE OF C106
ISSUANCE AND REPURCHASE OF COMMON STOCK (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Nov. 30, 2013USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | May 31, 2015USD ($)shares | Nov. 28, 2016USD ($) | Jun. 23, 2014USD ($) | |
Equity, Class of Treasury Stock [Line Items] | ||||||
At the Market Equity Offering, Authorized Amount | $ 150,000 | |||||
Issuance of common stock, in shares | shares | 167,931 | |||||
Net proceeds from sales under ATM Program | $ 6,000 | |||||
Aggregate commissions paid, ATM Program | 100 | |||||
Capitalized stock issuance costs | 700 | |||||
Stock repurchase program, authorized amount | $ 50,000 | $ 50,000 | ||||
Stock repurchased during period | $ 7,600 | $ 21,100 | ||||
Retirement of treasury stock, in shares | shares | 821,087 | |||||
Retirement of treasury stock, value | $ 0 | |||||
Stock repurchased and retired during period, value | $ 13,300 | |||||
Purchase of treasury stock, in shares | shares | 0 | 274,110 | 546,977 | |||
Remaining stock available to repurchase | $ 7,900 | |||||
Maximum Leverage Ratio - Stock Repurchases - General | 2.50 | |||||
Liquidity | $ 15,000 | |||||
Maximum Total Leverage Ratio - Stock Repurchases Permitted But Subject to Overall Limit | 4 | |||||
Common Stock | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Issuance of common stock, in shares | shares | 168,000 | |||||
Retirement of treasury stock, in shares | shares | 821,000 | |||||
Retirement of treasury stock, value | $ 245 | |||||
Additional Paid-in Capital | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Retirement of treasury stock, value | 9,129 | |||||
Retained Earnings | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Retirement of treasury stock, value | $ 19,357 |
TWELVE MONTHS ENDED DECEMBER107
TWELVE MONTHS ENDED DECEMBER 31, 2015 AND SEVEN MONTHS ENDED DECEMBER 31, 2014 COMPARATIVE DATA (Unaudited) (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||
Revenues | $ 316,334 | $ 285,067 | $ 312,256 | $ 286,554 | $ 319,825 | $ 289,577 | $ 336,440 | $ 250,854 | $ 571,718 | $ 487,408 | $ 1,200,211 | $ 1,196,696 | $ 926,356 | $ 842,047 | |
Operating expenses | 409,391 | 337,977 | 890,212 | 868,144 | 655,465 | 584,054 | |||||||||
Gross margin | 162,327 | 149,431 | 309,999 | 328,552 | 270,891 | 257,993 | |||||||||
Selling, general and administrative expenses | 142,643 | 109,348 | 348,391 | 323,973 | 223,078 | 189,528 | |||||||||
(Gain) loss on revaluation of contingent consideration | 522 | 0 | (1,174) | 2,184 | 522 | 0 | |||||||||
Operating income (loss) | (2,213) | (94,116) | [1] | (6,693) | (12,088) | (5,703) | (4,043) | 14,008 | (7,380) | 19,162 | 40,083 | (115,110) | (3,118) | 47,291 | 68,465 |
Interest expense, net | 4,898 | 1,332 | 21,487 | 12,667 | 5,792 | 2,489 | |||||||||
Foreign currency (gain) loss and other | 813 | 1,197 | 510 | (127) | 2,309 | 2,686 | |||||||||
Income from continuing operations before income taxes | 13,451 | 37,554 | (137,533) | (15,658) | 39,190 | 63,290 | |||||||||
Less: Provision for income taxes | 4,573 | 13,622 | (33,372) | (3,093) | 13,744 | 22,793 | |||||||||
Income (loss) from continuing operations | (39) | (83,528) | (11,086) | (9,508) | (8,438) | (4,537) | 6,970 | (6,560) | 8,878 | 23,932 | (104,161) | (12,565) | 25,446 | 40,497 | |
Net income (loss) | 8,878 | 23,932 | (104,161) | (12,676) | 25,446 | 40,497 | |||||||||
Loss from discontinued operations, net of income tax | 0 | 0 | 0 | (111) | 0 | 0 | |||||||||
Less: income attributable to noncontrolling interest | 0 | 214 | 0 | 0 | 213 | 427 | |||||||||
Net income (loss) attributable to Team shareholders | $ (39) | $ (83,528) | $ (11,086) | $ (9,508) | $ (9,377) | $ (4,221) | $ 7,356 | $ (6,434) | $ 8,878 | $ 23,718 | $ (104,161) | $ (12,676) | $ 25,233 | $ 40,070 | |
Net income (loss) per share: Basic (in USD per share) | $ 0 | $ (2.80) | $ (0.37) | $ (0.32) | $ (0.32) | $ (0.14) | $ 0.25 | $ (0.27) | $ 0.43 | $ 1.15 | $ (3.49) | $ (0.45) | $ 1.21 | $ 1.95 | |
Net income (loss) per share: Diluted (in USD per share) | $ 0 | $ (2.80) | $ (0.37) | $ (0.32) | $ (0.32) | $ (0.14) | $ 0.25 | $ (0.27) | $ 0.41 | $ 1.08 | $ (3.49) | $ (0.45) | $ 1.18 | $ 1.85 | |
Weighted average shares outstanding: | |||||||||||||||
Basic (in shares) | 20,852 | 20,593 | 29,849 | 28,095 | 20,780 | 20,500 | |||||||||
Diluted (in shares) | 21,425 | 21,907 | 29,849 | 28,095 | 21,378 | 21,651 | |||||||||
[1] | Includes a goodwill impairment loss of $75.2 million in the third quarter of 2017. |
QUARTERLY FINANCIAL DATA (UN108
QUARTERLY FINANCIAL DATA (UNAUDITED) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | ||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Revenues | $ 316,334 | $ 285,067 | $ 312,256 | $ 286,554 | $ 319,825 | $ 289,577 | $ 336,440 | $ 250,854 | $ 571,718 | $ 487,408 | $ 1,200,211 | $ 1,196,696 | $ 926,356 | $ 842,047 | |
Operating income (loss) | (2,213) | (94,116) | [1] | (6,693) | (12,088) | (5,703) | (4,043) | 14,008 | (7,380) | 19,162 | 40,083 | (115,110) | (3,118) | 47,291 | 68,465 |
Income (loss) from continuing operations | (39) | (83,528) | (11,086) | (9,508) | (8,438) | (4,537) | 6,970 | (6,560) | 8,878 | 23,932 | (104,161) | (12,565) | 25,446 | 40,497 | |
Net income (loss) attributable to Team shareholders | $ (39) | $ (83,528) | $ (11,086) | $ (9,508) | $ (9,377) | $ (4,221) | $ 7,356 | $ (6,434) | $ 8,878 | $ 23,718 | $ (104,161) | $ (12,676) | $ 25,233 | $ 40,070 | |
Basic earnings (loss) from continuing operations per share (in USD per share) | $ 0 | $ (2.80) | $ (0.37) | $ (0.32) | $ (0.29) | $ (0.15) | $ 0.24 | $ (0.27) | $ 0.43 | $ (3.49) | $ (0.45) | $ 1.95 | |||
Net income (loss) per share: Basic (in USD per share) | 0 | (2.80) | (0.37) | (0.32) | (0.32) | (0.14) | 0.25 | (0.27) | 0.43 | $ 1.15 | (3.49) | (0.45) | $ 1.21 | 1.95 | |
Diluted earnings (loss) from continuing operations per share (in USD per share) | 0 | (2.80) | (0.37) | (0.32) | (0.29) | (0.15) | 0.24 | (0.27) | 0.41 | (3.49) | (0.45) | 1.85 | |||
Net income (loss) per share: Diluted (in USD per share) | $ 0 | $ (2.80) | $ (0.37) | $ (0.32) | $ (0.32) | $ (0.14) | $ 0.25 | $ (0.27) | $ 0.41 | $ 1.08 | $ (3.49) | $ (0.45) | $ 1.18 | $ 1.85 | |
[1] | Includes a goodwill impairment loss of $75.2 million in the third quarter of 2017. |
QUARTERLY FINANCIAL DATA (UN109
QUARTERLY FINANCIAL DATA (UNAUDITED) - Additional Information (Details) - USD ($) $ in Thousands | Dec. 01, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2015 |
Quarterly Financial Information Disclosure [Abstract] | |||||||
Goodwill impairment loss | $ 0 | $ 75,200 | $ 0 | $ 0 | $ 75,241 | $ 0 | $ 0 |