TEAM INC
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 12, 2026
TISI$21.39-5.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-19.
0000318833-25-000015
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-12.
0000318833-26-000007
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 83 previous paragraphs and 72 current paragraphs.
25 unchanged; 27 reworded; 20 added; 31 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (20)
Current report
Financing Transactions
Current report
March 12, 2025 - Debt Refinancing Transactions
Current report
On March 12, 2025, the Company completed a series of refinancing transactions, including entering into the First Lien Term Loan Agreement with HPS Investment Partners, LLC as agent, which provided for a $225.0 million senior secured first lien term loan consisting of a $175.0 million initial term loan tranche and a $50.0 million delayed draw term loan tranche, both maturing on March 12, 2030, with proceeds of the initial term loan tranche used to repay certain then-existing term loans and with future draws subject to certain leverage and liquidity conditions available to repay term loans outstanding under the Second A&R Second Lien Term Loan Agreement. Concurrently, the Company entered into the Second A&R Second Lien Term Loan Agreement with Cantor Fitzgerald Securities as agent, which provided for a $107.4 million second lien term loan consisting of a $97.4 million term loan tranche and a $10.0 million delayed draw term loan tranche, both maturing on June 10, 2030, with proceeds of the term loan tranche used to repay certain then-existing term loans under the Existing A&R Term Loan Agreement, and with future draws subject to certain liquidity conditions available for general corporate and working capital purposes. In connection with these transactions, the Company also executed ABL Amendment No.6 to the 2022 ABL Credit Agreement, which permitted entry into the new term loan agreements, aligned terms across the facilities, and reflected the payoff of previously outstanding term loan tranches under the 2022 ABL Credit Agreement. Each of these agreements includes customary borrowing conditions, financial covenants, and default provisions, including increased interest rates upon certain events of default. Additional information regarding the refinancing transactions is provided in Note 11 - Debt.
Current report
September 11, 2025 - Preferred Stock Financing Transaction
Current report
On September 11, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with the Stellex Holder, an affiliate of Stellex Capital Management LLC, resulting in the issuance of (i) 75,000 shares of Series B Preferred Stock and (ii) warrants to purchase an aggregate of 1,453,260 shares of common stock for total consideration of $75.0 million (such issuance, along with the use of proceeds therefrom and the other transactions contemplated thereby, the “Series B Transactions”). The warrants issued as part of the Series B Transactions consisted of warrants to purchase 982,371 shares of the Company’s common stock at an initial exercise price of $23.00 per share (“Tranche A Warrants”) and warrants to purchase 470,889 shares of the Company’s common stock at an initial exercise price of $50.00 per share (“Tranche B Warrants”). The proceeds of the Series B Transactions were used to repay a portion of the outstanding loans under the Company’s 2022 ABL Credit Agreement and Second A&R Second Lien Term Loan Agreement, as well as to cover transaction expenses.
Current report
Through September 11, 2027, subject to certain conditions, the Purchase Agreement also provides the Company with the option to draw upon (a “Series B Delayed Draw”) up to $30.0 million as a delayed draw, and concurrently issue up to an additional 30,000 shares of Series B Preferred Stock and 581,304 additional warrants. Each draw must be at least $5.0 million and is subject to satisfying certain conditions, including pro forma compliance with a First Lien Net Leverage Ratio (as defined in the First Lien Term Loan Agreement) of 6.50 to 1.00. For each $5.0 million draw, the Company will issue 5,000 shares of Series B Preferred Stock and grant an additional 65,491 Tranche A warrants and an additional 31,393 Tranche B warrants. Any additional Tranche A warrants will have an initial exercise price equal to the lesser of $30.00 or 110% of the 30-day volume weighted average price of the Company’s common stock, subject to adjustment. Any additional Tranche B warrants will have an initial exercise price of $50.00 per share, subject to adjustment. The Stellex Holder is not required to participate in more than one draw per calendar quarter. Pursuant to the Purchase Agreement, the proceeds from the Series B Delayed Draw may be used only for the following purposes: (i) to finance permitted acquisitions and certain growth initiatives (including the costs of expansion into new markets), (ii) to repay loans outstanding under the Company’s First Lien Term Loan Agreement, and (iii) for up to 20% of such net proceeds, to finance the Company’s transformation plan as mutually agreed between the Company and Stellex. Any undrawn amounts under this option are subject to a 1.0% annual commitment fee. The warrants issued in connection with these transactions (the “Stellex Warrants”) are exercisable for 10 years and include customary anti-dilution and participation rights.
Current report
Further details regarding the terms, accounting treatment, and features of the Series B Preferred Stock and warrants are provided in Note 14 - Shareholders’ Equity and Note 16 - Redeemable Preferred Stock.
Current report
In connection with the Series B Transactions, the Company entered into amendments to its First Lien Term Loan Agreement, Second A&R Second Lien Term Loan Agreement, and 2022 ABL Credit Agreement. These amendments provided the Company with increased flexibility to complete the equity issuance and related transactions, including reductions to interest rate margins, and increased flexibility regarding leverage ratio thresholds, covenants, and mandatory prepayment requirements. Additional information regarding the related debt amendments is provided in Note 11 - Debt.
Current report
NM - not meaningful
Current report
Revenues. Total revenues increased by $44.2 million or 5.2% compared to the prior year. This increase includes a $2.3 million positive impact from favorable foreign exchange rate movements during 2025. IHT revenues increased by $32.2 million or 7.5%, primarily attributable to a $24.3 million increase in U.S. operations driven by higher call-out and turnaround activity with new and existing customers, reflecting increased demand for non-destructive testing services. Aerospace-related revenue increased by $4.2 million, attributable to growth with existing customers at our Cincinnati facility. Revenue in Canada increased by $2.5 million driven by growth in non-destructive examination and heat-treating activity from turnaround projects with new and existing customers. MS revenues increased by $12.1 million or 2.8%, over prior year, driven by a $14.6 million increase in U.S. operations due to growth from turnaround activities in the oil and refining sectors, and a $7.4 million increase in Canada mainly from project work. These increases were partially offset by a $9.9 million decline in revenue from our international operations, primarily in Latin America and the United Kingdom, attributable to lower project activity in call-out and leak repair services.
Current report
Interest expense, net. Interest expense for 2025 was $44.7 million, a decrease of $3.1 million compared to the prior year, primarily due to overall lower interest rates on our debt driven mainly by the refinancing completed on March 12, 2025, and amendments to certain debt instruments on September 11, 2025, that lowered the applicable interest rates, and lower overall outstanding debt.
Current report
Loss on debt extinguishment. On March 12, 2025, as part of debt refinancing with existing and new lenders, we repaid the outstanding balances of the ME/RE Loans, Corre Delayed Draw Term Loan, and Corre Incremental Term Loan, and made a partial payment on the Corre Uptiered Loan, including applicable prepayment premiums and accrued interest. These transactions resulted in a loss on debt extinguishment of $11.9 million, which includes $7.4 million of non-cash unamortized debt issuance cost written off with the payoffs. Additionally, a $1.3 million write-off of unamortized debt issuance costs was recognized in connection with the partial prepayment of the 2025 Second Lien Term Loans on September 11, 2025.
Current report
Financing for operations consists primarily of our 2022 ABL Credit Agreement, Second A&R Second Lien Term Loan Agreement, and cash flows from our operations.
Current report
Cash and cash equivalents. Our cash and cash equivalents as of December 31, 2025 totaled $18.1 million, consisting of $14.1 million of unrestricted cash on hand and $4.0 million of restricted cash. International cash balances as of December 31, 2025 were $4.4 million, and approximately $1.2 million of such cash is restricted.
Current report
Our cash and cash equivalents as of December 31, 2024 totaled $35.5 million, including $31.5 million of unrestricted cash on hand, and $4.0 million of restricted cash. International cash balances as of December 31, 2024 were $5.1 million, including $1.1 million of restricted cash.
Current report
Our total debt and finance obligations were $297.2 million (of which $3.9 million was classified as current at December 31, 2025), compared to total debt of $325.1 million at December 31, 2024. The $27.9 million decrease was primarily due to the partial paydown on the 2022 ABL Credit Agreement and Second A&R Second Lien Term Loan Agreement following the Series B Transactions on September 11, 2025, partially offset by new borrowings from the refinancing completed on March 12, 2025.
Current report
Cash flows attributable to our operating activities. Our largest source of operating cash inflow is cash collection from customers for work performed. The primary use of operating cash is to pay our suppliers, employees, tax authorities, and others.
Current report
Cash flows from operating activities are primarily generated from net income or loss adjusted for certain non-cash items which include depreciation and amortization, PIK interest, and amortization of debt issuance costs. For the twelve months ended December 31, 2025, cash flows from operating activities also included an adjustment to net loss for the non-cash loss on debt extinguishment.
Current report
For the year ended December 31, 2025, net cash used in operating activities was $11.3 million, representing a decrease of $34.1 million compared to $22.8 million of cash provided by operating activities in the 2024 period. This change was primarily driven by the impact of working capital. Changes in working capital items - such as the growth of receivables and payment of operating payables - are significant factors affecting operating cash flows and can represent significant uses of cash, particularly during periods of increasing revenue and activity levels. During the twelve months ended December 31, 2025, changes in working capital items used $31.3 million in cash flows, a $36.0 million increase compared to the $4.7 million in cash flows provided by working capital in the corresponding 2024 period.
Current report
Cash flows attributable to our financing activities. For the year ended December 31, 2025, net cash provided by financing activities totaled $2.8 million. This amount primarily reflects cash inflows from the $175.0 million borrowing under the new First Lien Term Loan and $75.0 million in proceeds from the issuance of Series B Preferred Stock. These inflows were partially offset by cash outflows, including a partial repayment of the 2025 Second Lien Term Loan of $41.8 million, net payments of $19.1 million under the Revolving Credit Loans, and the full repayment of outstanding balances under the Corre Delayed Draw Term Loan, Corre Incremental Term Loan and ME/RE Loans, and the partial paydown of the Corre Uptiered Loan. Additionally, during the period, we incurred $11.3 million in debt issuance costs related to refinancing transactions completed both with existing and new lenders as of March 12, 2025. We also paid $7.8 million in costs associated with the issuance of Series B Preferred Stock and warrants.
Removed paragraphs (31)
Previous report
Financing Transactions. On September 30, 2024, we entered into certain amendments with our lenders. Refer to Note 11 - Debt of the consolidated financial statements for additional details. On March 12, 2025, we entered into certain debt refinancing transactions with our existing and new lenders (collectively, the “Refinancing Transactions”). Refer to Note 19 - Subsequent Events of the consolidated financial statements for additional details about the transactions.
Previous report
Listing Notice from NYSE. On March 14, 2024, we were notified by the NYSE of our non-compliance with their continued listing standards, as our total market capitalization and shareholders’ equity had fallen below the NYSE listing requirements. As required by the NYSE, we notified the NYSE of our intent to cure the market capitalization and/or shareholders’ equity deficiency and restore our compliance with NYSE continued listing standards.
Previous report
In accordance with applicable NYSE procedures, on April 29, 2024, we submitted a plan advising the NYSE of the definitive actions we have taken and are taking that would bring us into compliance with NYSE continued listing standards within 12 months of receipt of the written notice. The NYSE accepted the plan, and our common stock continued to be listed and traded on the NYSE during the 12-month period beginning March 14, 2024, subject to our compliance with other NYSE continued listing standards and continued periodic review by the NYSE of our progress with respect to our plan.
Previous report
On March 14, 2025, we received notice from the NYSE that we had regained compliance with the NYSE listing standards. We can provide no assurances that we will be able to maintain the listing of our shares on the NYSE. In the event we are unable to maintain the listing of our shares on the NYSE, we may look to list our shares on alternative exchanges.
Previous report
Revenues. Total revenues decreased by $10.3 million or 1.2% from the prior year. Total revenue was negatively impacted by $0.2 million of unfavorable foreign exchange rate movements during 2024. IHT revenues decreased by $2.8 million or 0.7%, driven by a $10.3 million decrease in Canada operations revenue attributable to reduced scope in certain customer turnaround projects versus the prior year, and a $2.7 million decrease in international regions revenue, primarily in Europe and the United Kingdom. These decreases were partially offset by a $7.1 million increase in U.S. operations, primarily due to higher callout and turnaround activities in various locations attributable to higher demand for our non-destructive testing services, and a $3.0 million increase in revenue related to aerospace driven by improved utilization at our Cincinnati facility. MS revenues decreased by $7.5 million or 1.7%, over prior year, driven by a $7.7 million decrease in Canada turnaround activity, and a $2.3 million decrease in revenue from our international operations attributable to lower activity in leak repair, machining and bolting, and hot tapping services primarily in Europe and the United Kingdom. These decreases were offset by revenue increases in U.S. operations of $2.5 million due to higher turnaround activities.
Previous report
Interest expense, net. Interest expense for 2024 was $47.8 million, a decrease of $7.4 million compared to the prior year. The decrease was primarily attributable to a decrease in accelerated amortization due to the “Maturity Reserve Trigger Date” provision that was previously applicable. This effect was partially offset by increases in interest expense due to higher balances outstanding following the debt refinancing transactions, cash interest rate increases on the Uptiered Loan and paid-in-kind (“PIK”) interest increase due to the increased principal balance of the Uptiered Loan.
Previous report
Loss on debt extinguishment. There was no loss on debt extinguishment for the year ended December 31, 2024. The loss on debt extinguishment for the year ended December 31, 2023 of $1.6 million was mainly due to the early payment premium incurred as part of the payoff of the remaining balance of the APSC Term Loan in June 2023.
Previous report
2 Primarily relates to accrued legal matters, adjustments to legal reserves and other non-routine matters. Twelve months ended December 31, 2024 includes $3.8 million of legal fees, partially offset by $3.7 million related to the reversal of a reserve established for the potential repayment of pandemic related subsidies (see Note 16 - Commitments and Contingencies). Twelve months ended December 31, 2023 includes $3.9 million related to accruals for the potential repayment of pandemic related subsidies in foreign jurisdiction.
Previous report
3 Represents customary severance costs associated with staff reductions across multiple departments.
Previous report
4 Represents loss on the early payoff of the remaining APSC Term Loan in June 2023.
Previous report
5 The twelve months ended December 31, 2023 represents $0.7 million loss on settlement of a note receivable and an additional $0.6 million for the write-off of software related costs.
Previous report
6 Represents the tax effect of the adjustments.
Previous report
2 Primarily relates to accrued legal matters, adjustments to legal reserves and other non-routine matters. Twelve months ended December 31, 2024 includes $3.8 million of legal fees, partially offset by $3.7 million related to the reversal of a reserve established for the potential repayment of pandemic related subsidies (see Note 16 - Commitments and Contingencies). Twelve months ended December 31, 2023 includes $3.9 million related to accruals for the potential repayment of pandemic related subsidies in foreign jurisdiction.
Previous report
3 Represents customary severance costs associated with staff reductions across multiple departments.
Previous report
4 Represents loss on the early payoff of the remaining APSC Term Loan in June 2023.
Previous report
5 The twelve months ended December 31, 2023 represents $0.7 million loss on settlement of a note receivable and an additional $0.6 million for the write-off of software related costs.
Previous report
Prior to consummation of the Refinancing Transactions on March 12, 2025, financing for operations consisted primarily of our 2022 ABL Credit Agreement (which includes the Revolving Credit Loans, the Delayed Draw Term Loan and the ME/RE Loans (each as defined herein)), the A&R Term Loan Credit Agreement (which includes the Uptiered Loan and the Incremental Term Loan (each as defined herein)), and cash flows from our operations.
Previous report
•loss of customers or other unforeseen deterioration in demand for our services;
Previous report
•seasonal fluctuations, such as severe weather and other variations in our customers’ industries that may impede or delay the timing of customer orders and the delivery of our services;
Previous report
•rapid increases in raw materials and labor costs that may hinder our ability to meet our forecasted operating expenses;
Previous report
•persisting or increasing levels of inflation domestically and internationally and the impact of such inflation on our ability to meet our current forecast;
Previous report
•changes in regulations governing our operations and unplanned costs to comply with such regulatory changes;
Previous report
•counterparty credit risk related to our ability to collect our receivables; and
Previous report
•unexpected or prolonged fluctuations in interest rates and their impact on our forecasted costs of raising additional capital.
Previous report
On September 30, 2024, we entered into certain amendments with our lenders. Refer to Note 11 - Debt of the consolidated financial statements for additional details about the amendments.
Previous report
On March 12, 2025, we entered into certain debt refinancing transactions with our existing and new lenders. Refer to Note 19 - Subsequent Events of the consolidated financial statements for additional details about the transactions.
Previous report
Cash and cash equivalents. Our cash and cash equivalents as of December 31, 2024 totaled $35.5 million, of which $5.1 million was in foreign accounts, primarily in Europe, Canada and Australia, including $1.1 million of cash located in countries where currency restrictions exist.
Previous report
Our cash and cash equivalents as of December 31, 2023 totaled $35.4 million, of which $12.0 million was in foreign accounts, primarily in Europe, Canada and Australia, including $0.6 million of cash located in countries where currency restrictions exist.
Previous report
Cash flows attributable to our operating activities. For the year ended December 31, 2024, net cash provided by operating activities was $22.8 million. We incurred a net loss of $38.3 million, further adjusted for a decrease in net working capital of $4.7 million, offset by the effect of depreciation and amortization of $36.3 million, non-cash amortization of debt issuance costs and debt discount of $6.2 million and paid-in-kind interest of $14.4 million.
Previous report
For the year ended December 31, 2023, net cash used in operating activities was $11.0 million. We incurred a net loss of $75.7 million, further adjusted for a decrease in net working capital of $7.5 million, partially offset by the effect of depreciation and amortization of $37.9 million, non-cash amortization of debt issuance costs and debt discount of $18.7 million and paid-in-kind interest of $14.5 million.
Previous report
For the year ended December 31, 2023, net cash used in financing activities was $1.9 million, consisting primarily of the $37.1 million payoff of the APSC Term Loan, $41.2 million payoff of the Notes (as defined herein), and $9.1 million of term loan debt issuance costs, partially offset by $47.2 million of borrowings under the Incremental Term Loan, $27.4 million of borrowings under the ME/RE Loans and net borrowings on our 2022 ABL Credit Facility of $13.5 million.
Reworded paragraphs (27)
Previous wording
Operating income (loss). Overall operating income improved by $23.4 million to $10.1 million in 2024 as compared to a loss of $13.3 million in the prior year. IHT’s operating income increased by $12.8 million or 52.8%, primarily driven by lower costs and higher gross margins in U.S. operations, partially offset by a decrease in operating income from Canada driven mainly by the factors described above. MS operating income decreased by $0.5 million year over year to $27.3 million for 2024, mainly due to decreased revenue levels in Canada and other international locations, partially offset by a $5.3 million increase in operating income from U.S. operations driven by higher margins. Corporate operating loss decreased by $11.1 million year over year, mainly due to lower personnel and professional costs in the current year as compared to the prior year and lower overall costs due to our ongoing cost reduction program. The impact of our cost reduction efforts has been partially offset by continued cost inflation in several areas across all segments, such as raw materials, transportation, and labor.
Current wording
Operating income (loss). Overall operating income increased by $3.9 million to $14.1 million in 2025, compared to $10.1 million in the prior year. IHT’s operating income increased by $6.8 million or 18.5%, driven mainly by a $5.8 million improvement in the U.S. due to stronger gross margins and a continued focus on cost containment. Operating income in both Canada and other international regions increased by $0.5 million each, mainly due to the factors described above. MS operating income totaled $26.4 million, a decrease of $0.9 million year over year. This decline was mainly attributable to a $5.4 million decrease in international regions, primarily due to lower project activity levels. The decrease was partially offset by a $3.9 million improvement in U.S. operating income, due to better margins, and a $0.6 million increase in Canada. Corporate operating loss increased by $2.0 million year over year, primarily due to higher professional costs related to debt and equity refinancing activities in the current year.
Previous wording
The operating income for the current year includes net expenses totaling $5.6 million which we do not believe are connected to our core operating activities, while the same period in the prior year included $16.3 million of such items.
Current wording
The operating income for the current year includes net expenses totaling $11.8 million which we do not believe are connected to our core operating activities, while the same period in the prior year included $5.6 million of such items.
Previous wording
Excluding the impact of these identified non-core expenses in both periods, operating income increased by $12.7 million from $3.0 million to $15.7 million. See our non-GAAP reconciliation for additional details of our non-core expenses.
Current wording
Excluding the impact of these identified non-core expenses in both periods, operating income in 2025 increased year over year by $10.2 million from $15.7 million to $25.9 million. See our non-GAAP reconciliation for additional details of our non-core expenses.
Previous wording
Cash interest paid for the years ended December 31, 2024 and 2023 amounted to $24.9 million and $19.5 million, respectively.
Current wording
Cash interest paid for the years ended December 31, 2025 and 2024 amounted to $30.3 million and $24.9 million, respectively.
Previous wording
Other income (expense), net. Other income (expense), net changed by $3.8 million, from an expense of $1.1 million in the prior year to income of $2.7 million in 2024. This was primarily driven by the foreign currency transaction gains in the current year period reflecting the effects of positive fluctuations in the value of the U.S. dollar relative to the foreign currencies to which we have exposure.
Current wording
Other income (expense), net. Other income (expense), net, changed by $5.6 million, shifting from net income of $2.7 million in the prior year to a net expense of $2.9 million in 2025. This was primarily driven by the foreign currency transaction losses in the current year, reflecting unfavorable fluctuations in the value of the U.S. dollar relative to the foreign currencies to which we are exposed.
Previous wording
Taxes. The provision for income tax was $3.3 million on the pre-tax loss of $35.0 million in the current year compared to the provision for income tax of $4.6 million on pre-tax loss of $71.1 million in the prior year. The provision for income tax was primarily driven by jurisdictions outside the United States. The effective tax rate was a provision of 9.4% and 6.4% for years ended December 31, 2024 and 2023, respectively.
Current wording
Taxes. The provision for income tax was $2.6 million on the pre-tax loss of $46.6 million in the current year compared to a provision for income tax of $3.3 million on pre-tax loss of $35.0 million in the prior year. The provision for income tax was primarily driven by jurisdictions outside the United States. The effective tax rate was 5.5% and 9.4% for years ended December 31, 2025 and 2024, respectively.
Previous wording
We use supplemental non-GAAP financial measures which are derived from the consolidated financial information including adjusted net income (loss); adjusted net income (loss) per share; earnings before interest and taxes (“EBIT”); adjusted EBIT; adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) and free cash flow to supplement financial information presented on a GAAP basis.
Current wording
We use supplemental non-GAAP financial measures which are derived from the consolidated financial information including adjusted net income (loss); adjusted net income (loss) per share; earnings before interest and taxes (“EBIT”); adjusted EBIT; adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) and free cash flow to supplement financial information presented on a U.S. GAAP basis.
Previous wording
Non-GAAP measures have important limitations as analytical tools because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable U.S. GAAP financial measures and should be read only in conjunction with financial information presented on a GAAP basis. Further, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies who may calculate non-GAAP financial measures differently, limiting the usefulness of those measures for comparative purposes. The liquidity measure of free cash flow does not represent a precise calculation of residual cash flow available for discretionary expenditures. Reconciliations of each non-GAAP financial measure to its most directly comparable GAAP financial measure are presented below.
Current wording
Non-GAAP measures have important limitations as analytical tools because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable U.S. GAAP financial measures and should be read only in conjunction with financial information presented on a U.S. GAAP basis. Further, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies who may calculate non-GAAP financial measures differently, limiting the usefulness of those measures for comparative purposes. The liquidity measure of free cash flow does not represent a precise calculation of residual cash flow available for discretionary expenditures. Reconciliations of each non-GAAP financial measure to its most directly comparable U.S. GAAP financial measure are presented below.
Previous wording
The following tables set forth the reconciliation of Adjusted Net Income (Loss), EBIT and EBITDA to their most comparable GAAP financial measurements on a consolidated and segmented basis:
Current wording
The following tables set forth the reconciliation of adjusted net income (loss), EBIT and EBITDA to their most comparable U.S. GAAP financial measurements on a consolidated and segmented basis:
Previous wording
1 The twelve months ended December 31, 2024, includes $3.8 million related to costs associated with debt financing, and $0.3 million for lease extinguishment charges, support and other costs. The twelve months ended December 31, 2023, includes $6.7 million related to costs associated with debt financing, and $2.4 million, for lease extinguishment charges, support and other costs.
Current wording
1 The twelve months ended December 31, 2025 include $1.7 million related to debt financing and $6.5 million related to support costs. The twelve months ended December 31, 2024 include $3.8 million related to debt financing and $0.3 million for lease extinguishment charges, support and other costs.
Previous wording
7 Represents pension credits for the U.K. pension plan based on the difference between the expected return on plan assets and the amount of the discounted pension liability. The pension plan was frozen in 1994 and no new participants have been added since that date.
Current wording
2 Represents pension credits for the U.K. pension plan based on the difference between the expected return on plan assets and the amount of the discounted pension liability. The pension plan was frozen in 1994 and no new participants have been added since that date.
Previous wording
1 The twelve months ended December 31, 2024, includes $3.8 million related to costs associated with debt financing, and $0.3 million for lease extinguishment charges, support and other costs. The twelve months ended December 31, 2023, includes $6.7 million related to costs associated with debt financing, and $2.4 million, for lease extinguishment charges, support and other costs.
Current wording
1 The twelve months ended December 31, 2025 include $1.7 million related to debt financing and $6.5 million related to support costs. The twelve months ended December 31, 2024 include $3.8 million related to debt financing and $0.3 million for lease extinguishment charges, support and other costs.
Previous wording
6 Represents pension credits for the U.K. pension plan based on the difference between the expected return on plan assets and the amount of the discounted pension liability. The pension plan was frozen in 1994 and no new participants have been added since that date.
Current wording
2 Represents pension credits for the U.K. pension plan based on the difference between the expected return on plan assets and the amount of the discounted pension liability. The pension plan was frozen in 1994 and no new participants have been added since that date.
Previous wording
We have evaluated our liquidity within one year after the date of issuance of the accompanying audited consolidated financial statements to assess the Company’s ability to fund its operations. In the preparation of this liquidity assessment, we applied judgment to estimate the projected cash flows of the Company, including the following: (i) projected cash outflows, (ii) projected cash inflows, and (iii) projected availability under the Company’s existing debt arrangements. The cash flow projections were based on known or planned cash requirements for operating and financing costs and include management’s best estimate regarding future customer activity levels, pricing for its services and for its supplies and other factors. Actual results could vary significantly from those projections. Based upon such liquidity assessment, we believe that the Company’s current working capital, forecasted cash flows from operations, expected availability under our existing debt arrangements and capital expenditure financing is sufficient to fund our operations, service our indebtedness, and maintain compliance with our debt covenants for the next twelve months, and based on current expectations, the long-term. We based this assessment on assumptions that may prove to be inaccurate, and we could exhaust our available capital resources sooner than we expect in the event that we fail to meet our current projections. See Note 11 - Debt of the consolidated financial statements for a further discussion of our liquidity.
Current wording
We have evaluated our liquidity within one year after the date of issuance of the accompanying audited consolidated financial statements to assess the Company’s ability to fund its operations. Based upon such liquidity assessment, we believe that the Company’s current working capital, forecasted cash flows from operations, current and expected availability under our existing debt arrangements and capital expenditure financing is sufficient to fund our operations, service our indebtedness, and maintain compliance with our debt covenants for the next twelve months, and based on current expectations, the long term. We based this assessment on assumptions that may prove to be inaccurate, and we could exhaust our available capital resources sooner than we expect in the event that we fail to meet our current financial performance expectations. See Note 11 - Debt of the consolidated financial statements for a further discussion of our liquidity.
Previous wording
We closely monitor the amounts and timing of our sources and uses of funds. Our ability to maintain a sufficient level of liquidity to fund our operations and meet our financial obligations will be dependent upon our future performance, which is subject to general economic conditions, industry cycles and financial, business and other factors affecting our operations, many of which are beyond our control. For example, the threat of recession and related economic repercussions could have a significant adverse effect on our financial position and business condition, as well as that of our customers and suppliers. Additionally, these events may, among other factors, impact our ability to generate cash flows from operations, access the capital markets on acceptable terms or at all, service our indebtedness, maintain compliance with the financial covenants contained in our various credit agreements and affect our future need or ability to borrow under our credit agreements. Our ability to access the capital markets will depend on financial, economic and market conditions, many of which are outside of our control, and we may be unable to raise financing when needed, or on terms favorable to us, or at all. In addition, we may seek to engage in one or more of the following, such as refinancing and/or extending the maturities of all or part of our existing indebtedness, seeking covenant relief from our lenders, entering into a strategic partnership with one or more parties, or the sale or divestiture of assets, but there can be no assurance that we would be able to enter into such a transaction or transactions on a timely basis or on terms favorable to us, or at all. Our failure to raise capital through our operations, refinancings or strategic alternatives as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. In addition to impacting our current sources of funding, the effects of such events may also impact our liquidity or require us to revise our allocation or sources of capital, reduce capital expenditures, implement further cost reduction measures and/or change our business strategy. Political economic repercussions could also have a broad range of effects on our liquidity sources and will depend on future developments that cannot be predicted at this time.
Current wording
We closely monitor the amounts and timing of our sources and uses of funds. Our ability to maintain a sufficient level of liquidity to fund our operations and meet our financial obligations will be dependent upon our future performance, which is subject to general economic conditions, industry cycles and financial, business and other factors affecting our operations, many of which are beyond our control.
Previous wording
Our ability to generate operating cash flow, sell assets, access capital markets or take any other action to improve our liquidity and manage our debt is subject to the risks discussed herein and other risks and uncertainties that exist in our industry, some of which we may not be able to anticipate at this time or control. Such risks include the following:
Current wording
Our ability to generate operating cash flow, sell assets, access capital markets or take any other action to improve our liquidity and manage our debt is subject to the risks discussed herein and other risks and uncertainties that exist in our industry, some of which we may not be able to anticipate at this time or control.
Previous wording
See Item 1A “Risk Factors” in this Annual Report on Form 10-K for additional information.
Current wording
See Item 1A “Risk Factors” in this Annual Report on Form 10-K and risk factors included within Cautionary Note Regarding Forward-Looking Statements above, for additional information.
Previous wording
ABL Amendment No.5 significantly improved availability under our Revolving Credit Loans and as of December 31, 2024, we had approximately $45.9 million of available borrowing capacity under our various credit facilities, consisting of $35.9 million available under the 2022 ABL Credit Facility and $10.0 million available under the A&R Term Loan Credit Agreement. Our principal uses of cash and liquidity are for working capital needs, capital expenditures and operations.
Current wording
As of December 31, 2025, we had approximately $63.4 million of available borrowing capacity under our various credit facilities, consisting of $53.4 million available under the 2022 ABL Credit Agreement and $10.0 million available under the Second A&R Second Lien Term Loan Agreement. In connection with the Series B Transactions, we have access to up to $30.0 million in additional liquidity through September 2027 through a delayed draw mechanism, subject to certain conditions under the Purchase Agreement. Our principal uses of cash and liquidity are for working capital needs, capital expenditures and operations.
Previous wording
As of December 31, 2024 we are in compliance with our debt covenants. Our ability to maintain compliance with the financial covenants contained in our credit agreements is dependent upon our future operating performance and future financial condition, both of which are subject to various risks and uncertainties.
Current wording
As of December 31, 2025 we were in compliance with our debt covenants. Our ability to maintain compliance with the financial covenants contained in our credit agreements is dependent upon our future operating performance and future financial condition, both of which are subject to various risks and uncertainties, as described elsewhere herein.
Previous wording
As of March 17, 2025, we had consolidated cash and cash equivalents of $10.1 million, excluding $4.3 million of restricted cash used mainly as collateral for outstanding letters of credit and commercial card programs, and approximately $16.1 million of undrawn availability under our various credit facilities, resulting in total liquidity of $26.2 million.
Current wording
As of March 10, 2026, we had consolidated cash and cash equivalents of $17.7 million, excluding $4.4 million of restricted cash used mainly as collateral for outstanding letters of credit and commercial card programs, and approximately $49.1 million of undrawn availability under our various credit facilities, resulting in total liquidity of $66.8 million. We also have $30.0 million of Series B Delayed Draw availability as described above.
Previous wording
Refer to Note 11 - Debt and Note 19 - Subsequent Events for additional information about our debt instruments.
Current wording
Refer to Note 11 - Debt for additional information about our debt instruments.
Previous wording
Cash flows attributable to our investing activities. For the year ended December 31, 2024, net cash used in investing activities was $9.3 million, consisting of $9.5 million of capital expenditures offset by net proceeds from asset disposals of $0.2 million.
Current wording
Cash flows attributable to our investing activities. For the year ended December 31, 2025, net cash used in investing activities was $9.1 million, consisting of $9.3 million of capital expenditures partially offset by net proceeds from asset disposals of $0.2 million.
Previous wording
For the year ended December 31, 2023, net cash used in investing activities was $10.0 million, consisting of $10.4 million of capital expenditures offset by net proceeds from asset disposals of $0.4 million.
Current wording
For the year ended December 31, 2024, net cash used in investing activities was $9.3 million, consisting of $9.5 million of capital expenditures partially offset by net proceeds from asset disposals of $0.2 million.
Previous wording
Cash flows attributable to our financing activities. For the year ended December 31, 2024, net cash used in financing activities was $12.7 million, consisting primarily of $8.5 million of debt issuance costs, $2.8 million of principal payments under the ME/RE Loans and $1.4 million of principal payments under the Incremental Term Loan, partially offset by the net borrowings on our 2022 ABL Credit Facility of $0.5 million.
Current wording
For the year ended December 31, 2024, net cash used in financing activities was $12.7 million, consisting primarily of $8.5 million of debt issuance costs, $2.8 million of principal payments under the ME/RE Loans and $1.4 million of principal payments under the Corre Incremental Term Loan, partially offset by the net borrowings on our 2022 ABL Credit Agreement of $0.5 million.
Previous wording
Effect of exchange rate changes on cash. For the year ended December 31, 2024, the effect of foreign exchange rate changes on cash was a negative impact of $0.6 million.
Current wording
Effect of exchange rate changes on cash. For the year ended December 31, 2025, the effect of foreign exchange rate changes on cash was a positive impact of $0.2 million.
Previous wording
For the year ended December 31, 2023, the effect of foreign exchange rate changes on cash was a positive impact of $0.3 million.
Current wording
For the year ended December 31, 2024, the effect of foreign exchange rate changes on cash was a negative impact of $0.6 million.
Previous wording
The process of preparing financial statements in accordance with GAAP requires us to make estimates and judgments. It is possible that materially different amounts could be recorded if these estimates and judgments change or if actual results differ from these estimates and judgments. We believe that the following critical accounting policies comprise the more significant estimates and assumptions used in the preparation of our consolidated financial statements.
Current wording
The process of preparing financial statements in accordance with U.S. GAAP requires us to make estimates and judgments. It is possible that materially different amounts could be recorded if these estimates and judgments change or if actual results differ from these estimates and judgments. We believe that the following critical accounting policies comprise the more significant estimates and assumptions used in the preparation of our consolidated financial statements.