8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 24, 2017

TEAM, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-08604	74-1765729
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13131 Dairy Ashford, Suite 600

Sugar Land, Texas 77478

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (281) 331-6154

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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

Item 2.02 Results of Operations and Financial Condition.

On July 24, 2017, Team, Inc. (“we,” “our,” “us,” “Team” or the “Company”) disseminated a press release announcing preliminary unaudited financial results for our second quarter ended June 30, 2017. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02, including the attached exhibit, is being furnished, and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any incorporation by reference language of such filing. By furnishing the information in this Current Report on Form 8-K (“Form 8-K”) and the attached exhibit, we are making no admission as to the materiality of any information in this Form 8-K or the exhibit.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On July 24, 2017, we announced our commitment to a cost savings initiative to take direct actions to reduce the overall cost structure of the Company given the ongoing weak and uncertain macro environment in the industries in which we operate. The cost savings initiative includes reductions to discretionary spending and the elimination of certain employee positions. Based upon estimates from our current planning model for the workforce reductions, we expect that such actions proposed to be taken would ultimately reduce our annual operating expenses by approximately $30 million, with the impact to operating results of those reduction synergies beginning in the third quarter of 2017. The resulting severance charges, which will be recorded in the third quarter of 2017, are expected to be approximately between $4 million to $6 million, substantially all of which will result in future cash expenditures. The Company expects to complete the cost savings initiative in the third quarter of 2017. Although management expects that cost savings will result from these actions, there can be no assurance that such results will be achieved.

Item 7.01 Regulation FD Disclosure.

On July 24, 2017, we issued a press release announcing certain matters disclosed in Items 2.05 and 8.01 of this Form 8-K. A copy of the release is attached hereto as Exhibit 99.1. The information in this Item 7.01, including the attached exhibit, is being furnished, and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filings under the Securities Act, or the Exchange Act, regardless of any incorporation by reference language of such filing. By furnishing the information in this Form 8-K and the attached exhibit, we are making no admission as to the materiality of any information in this Form 8-K or the exhibit.

Item 8.01 Other Events.

Credit Agreement Amendment

On July 24, 2017, the Company announced that it has negotiated an amendment to its credit agreement governing its revolving credit facility (“Credit Facility”) primarily conditioned upon the completion of a financing transaction with net proceeds not less than $150 million (the “Financing Transaction”) which proceeds would be used to pay down our borrowings under the Credit Facility. The Company currently expects to meet this condition by August 4, 2017. The amendment will, among other things, eliminate the maximum total leverage covenants through the remainder of 2017, reduce the aggregate revolving commitment to $300 million, add a borrowing availability test (based on eligible accounts, inventory and fixed assets) and further amend the financial covenants under the Credit Facility.

As currently contemplated, the financial covenants, as amended, will require the Company, effective as of June 30, 2017, to maintain a maximum ratio of consolidated funded debt to consolidated EBITDA (as defined the agreement governing the Credit Facility) (the “maximum total leverage ratio”) and a maximum ratio of senior secured debt to consolidated EBITDA (the “senior secured leverage ratio”) based on the tables below:

Fiscal Quarter Ending	Maximum Total Leverage Ratio
June 30, 2017, September 30, 2017 and December 31, 2017	N/A
March 31, 2018	4.50 to 1.00
June 30, 2018	4.25 to 1.00
September 30, 2018 and each Fiscal Quarter thereafter	4.00 to 1.00

Fiscal Quarter Ending	Maximum Senior Secured Leverage Ratio
September 30, 2017	4.75 to 1.00
December 31, 2017	4.25 to 1.00
March 31, 2018	3.75 to 1.00
June 30, 2018	3.25 to 1.00
September 30, 2018 and each Fiscal Quarter thereafter	3.00 to 1.00

Additionally, effective June 30, 2017, and as of the end of each fiscal quarter thereafter, the Company must maintain an interest coverage ratio of not less than 3.00 to 1.00. The amendment will eliminate the maximum total leverage ratio covenant until the quarter ended March 31, 2018.

As currently negotiated, the amendment to the Credit Facility will provide for payment of an amendment consent fee to those lenders executing the Sixth Amendment. If we are unable to complete the amendment, we would not be in compliance with our current financial covenants as of June 30, 2017. At June 30, 2017, outstanding borrowings under the revolving credit facility and term loan facility were $222 million and $160 million, respectively. In addition, there were outstanding stand-by letters of credit totaling $20 million at June 30, 2017.

Cancellation of At-The-Market Offering Program

On July 24, 2017, the Company announced its intention to terminate its $150 million “at-the-market” equity offering program (the “ATM Program”) following the completion of the Financing Transaction. Following the completion of the Financing Transaction, the Company will make no further sales of shares under the ATM Program. From November 2016, when the ATM Program was announced, until December 2016, approximately 168,000 shares of common stock were sold under the ATM Program, generating $6 million in proceeds. No shares were sold during the first half of 2017.

Risk Factors Supplement

As part of the filing of this Form 8-K, the Company intends to revise and supplement its risk factors, including those contained in its periodic reports filed with the Securities and Exchange Commission pursuant to the Exchange Act, including those under the heading, “Part I, Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 16, 2017 (the “2016 Form 10-K”). The risk factors below should be considered together with the other risk factors described in the 2016 Form 10-K . Capitalized terms not otherwise defined in this Item 8.01 have the meanings ascribed to them in the 2016 Form 10-K.

Improvements in operating results from expected savings in operating costs from our recently proposed reduction in workforce and other cost saving initiatives may not be realized in the estimated amounts, may take longer to be realized, or could be realized only for a limited period.

In order to address the reduction in revenues and operating income we have experienced over the past twelve months, we have recently commenced actions that will result in reductions in our workforce by eliminating certain employee positions and implementing other cost saving initiatives. Based upon estimates from our current planning model for these reductions, we expect that such actions proposed to be taken would reduce our annual operating expenses by approximately $30 million, with the impact to operating results of those reduction synergies beginning in the third quarter of 2017. Due to numerous factors or future developments, we may not achieve those estimated cost reductions in such amounts or the benefits of the cost reductions may be delayed. These factors or future developments could include (i) the incurrence of higher than expected costs or delays in reassigning and retraining remaining employees or outsourcing or eliminating duties and functions of eliminated employees, (ii) unanticipated delays in discharging employees in eliminated positions as a result of regulatory or legal limitations on employee terminations in certain jurisdictions, (iii) actual savings differing from anticipated cost savings, and (iv) additional expenses as a result of the cost saving initiatives.

We may also decide to reduce, suspend or terminate our workforce reduction plan and other cost saving initiatives at any time before achieving the estimated cost savings or after a limited period of time. The elimination of current employees can also result in increased future costs in hiring, training and mobilizing new employees or rehires in the event of a future increase in demand for the Company’s services resulting in a slower recovery of results from operations. Our initiatives may negatively affect our ability to retain and attract qualified personnel, who may experience uncertainty about their future roles with the Company.

It is possible that these initiatives may have unintended adverse impacts on the Company or otherwise disrupt normal operations, which could result in unfavorable impacts to our operating results.

Our operations and properties are subject to extensive environmental, health and safety regulations.

We are subject to a variety of U.S. federal, state, local and international laws and regulations relating to the environment, and worker health and safety. These laws and regulations are complex, change frequently, are becoming increasingly stringent, and can impose substantial sanctions for violations or require operational changes that may limit our services. We must conform our operations to comply with applicable regulatory requirements and adapt to changes in such requirements in all locations in which we operate. These requirements can be expected to increase the overall costs of providing our services over time. Some of our services involve handling or monitoring highly regulated materials, including VOCs or hazardous wastes. Environmental laws and regulations generally impose limitations and standards for the characterization, handling and disposal of regulated materials and require us to obtain permits and comply with various other requirements. The improper characterization, handling, or disposal of regulated materials or any other failure by us to comply with increasingly complex and strictly-enforced federal, state, local, and international environmental, health and safety laws and regulations or associated permits could subject us to the assessment of administrative, civil and criminal penalties, the imposition of investigatory or remedial obligations, or the issuance of injunctions that could restrict or prevent our ability to operate our business and complete contracted services. A defect in our services or faulty workmanship could result in an environmental liability if, as a result of the defect or faulty workmanship, a contaminant is released into the environment. In addition, the modification or interpretation of existing environmental, health and safety laws or regulations, the more vigorous enforcement of existing laws or regulations, or the adoption of new laws or regulations may also negatively impact industries in which our customers operate, which in turn could have a negative impact on us.

Climate change legislation or regulations restricting emissions of “greenhouse gases” could result in reduced demand for our services and products.

There has been an increased focus in the last several years on climate change in response to findings that emissions of carbon dioxide, methane and other greenhouse gases present an endangerment to public health and the environment. As a result, there have been a variety of regulatory developments, proposals or requirements and legislative initiatives that have been introduced in the United States (and other parts of the world) that are focused on restricting the emission of greenhouse gases. The adoption of new or more stringent legislation or regulatory programs limiting greenhouse gas emissions from customers for whom we provide repair and maintenance services could affect demand for our products and services. Further, some scientists have concluded that increasing greenhouse gas concentrations in the atmosphere may produce physical effects, such as increased severity and frequency of storms, droughts, floods and other climate events. Such climate events have the potential to adversely affect our operations or those of our customers, which in turn could have a negative effect on us.

Forward Looking Statements

Certain forward-looking information contained herein is being provided in accordance with the provisions of the Private Securities Litigation Reform Act of 1995. We have made reasonable efforts to ensure that the information, assumptions and beliefs upon which this forward-looking information is based are current, reasonable and complete. Such forward-looking statements involve estimates, assumptions, judgments and uncertainties. There are known and unknown factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking information. Such known factors are detailed in the Company’s Annual Report on Form 10-K and in the Company's Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission, and in other reports filed by the Company with the Securities and Exchange Commission from time to time. Accordingly, there can be no assurance that the forward-looking information contained herein, including projected cost savings, will occur or that objectives will be achieved. We assume no obligation to publicly update or revise any forward-looking statements made today or any other forward-looking statements made by the Company, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d)        Exhibits.

Exhibit number	Description
99.1	Team, Inc.’s Press Release Issued July 24, 2017.

SIGNATURES

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

TEAM, Inc.
By:	/s/ Greg L. Boane
	Greg L. Boane
	Executive Vice President and Chief Financial Officer

Dated: July 24, 2017

EXHIBIT INDEX

Exhibit No.	Description
99.1	Team, Inc.’s Press Release Issued July 24, 2017.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact:

Greg L. Boane

Chief Financial Officer

(281) 388-5541

TEAM, INC. PRE-ANNOUNCES PRELIMINARY

SECOND QUARTER 2017 RESULTS

Finalized negotiations of a credit facility amendment; Announces intention to terminate “At-the-Market” Equity Offering Program

SUGAR LAND, TX - July 24, 2017 - Team, Inc. (NYSE: TISI) (“Team,” “we,” “our,” or the “Company”) today reported its preliminary revenue and earnings expectations for the second quarter ended June 30, 2017.

Preliminary Second Quarter 2017 Results

• Revenues will be approximately $310 million compared to $336 million in the prior year comparable quarter.

• Operating loss will be in the range of a $7 million loss to a $9 million loss compared to Operating income of $14 million in the prior year quarter; adjusted operating income (loss) (“Adjusted EBIT”, a non-GAAP financial measure) will be in the range of a $2 million loss to approximately breakeven compared to adjusted operating income of $20 million in the prior year comparable quarter.

• Adjusted EBITDA (a non-GAAP financial measure defined below) will be in the range of $14 million to $16 million compared to Adjusted EBITDA of $36 million in the prior year comparable quarter.

• A reconciliation between GAAP and non-GAAP results of operations is provided at the end of this news release. A final reconciliation will be provided when Team reports its full quarterly financial results, including its GAAP and non-GAAP earnings per share, during its conference call to be held on August 8, 2017 at 10:00 a.m. ET (9:00 a.m. CT).

Team’s second quarter 2017 preliminary unaudited results are based on management’s initial review of the results of operations for the quarter ended June 30, 2017 and are subject to change based on the completion of the Company’s quarter-end reporting process. We have not provided preliminary information for net income (loss) and corresponding net income (loss) per share for the second quarter ended June 30, 2017 because we have not sufficiently completed our end of period reporting processes to render a reasonably reliable range of such measures. Adjusted operating income (loss) (adjusted EBIT) and adjusted EBITDA

are non-GAAP financial measures that do not include certain non-routine items that are not indicative of Team’s ongoing operating activities.

“We are disappointed in our second quarter results as we continue to operate in a sluggish demand environment due to continuing soft end markets coupled with customer spending deferrals,” said Ted Owen, Team's President and Chief Executive Officer. “While we continue to see some improvement in our Quest Integrity and TeamQualspec inspection and assessment businesses, TeamFurmanite’s mechanical services business continues to lag behind in the recovery cycle, resulting in weaker than expected 2017 results.”

“Because of the ongoing weak and uncertain macro environment in the industries in which we operate, Team has and will continue to take direct actions to reduce the overall cost structure of the Company. In addition to reducing discretionary spending, we are faced with the unfortunate, but necessary decision to eliminate certain employee positions. The resulting severance charges, which will be recorded in the third quarter of 2017, are expected to be approximately between $4 million to $6 million. The actions being taken are expected to ultimately reduce the Company’s annual operating expense run rate by approximately $30 million and will impact operating results beginning in the third quarter of 2017,” Owen added.

“While our recent results continue to disappoint us, we remain optimistic about our future”, said Owen. “We believe that the soft end market environment for maintenance and turnaround spending by our customers is unsustainable and fully expect a much improved market environment by 2018. We continue to target the end of 2017 for the completion of the North American enterprise resource planning (ERP) implementation, the completion of the integrations of the Qualspec and Furmanite acquisitions, as well as the completion of several performance improvement initiatives that are underway, all of which are integral to the realization of our long-term performance goals” said Owen.

Amendment to Credit Facility

Team has negotiated an amendment to its credit agreement primarily conditioned upon the completion of a financing transactionwith net proceeds of not less than $150 million (the “Financing Transaction”) which proceeds would be used to pay down our borrowings under the Credit Facility. The Company currently expects to meet this condition by August 4, 2017. The amendment will, among other things, eliminate the maximum total leverage covenants through the remainder of 2017, reduce the aggregate revolving commitment to $300 million, add a borrowing availability test (based on eligible accounts, inventory and fixed assets) and further amend the financial covenants under the Credit Facility.

As currently contemplated, the financial covenants, as amended, will require the Company, effective as of June 30, 2017, to maintain a maximum ratio of consolidated funded debt to consolidated EBITDA (as defined in the agreement governing the Credit Facility) (the “maximum total leverage ratio”) and a maximum ratio of senior secured debt to consolidated EBITDA (the “senior secured leverage ratio”) based on the tables below:

Fiscal Quarter Ending	Maximum Total Leverage Ratio
June 30, 2017, September 30, 2017 and December 31, 2017	N/A
March 31, 2018	4.50 to 1.00
June 30, 2018	4.25 to 1.00
September 30, 2018 and each Fiscal Quarter thereafter	4.00 to 1.00

Fiscal Quarter Ending	Maximum Senior Secured Leverage Ratio
September 30, 2017	4.75 to 1.00
December 31, 2017	4.25 to 1.00
March 31, 2018	3.75 to 1.00
June 30, 2018	3.25 to 1.00
September 30, 2018 and each Fiscal Quarter thereafter	3.00 to 1.00

Additionally, effective June 30, 2017, and as of the end of each fiscal quarter thereafter, the Company must maintain an interest coverage ratio of not less than 3.00 to 1.00. The amendment will eliminate the maximum total leverage ratio covenant until the quarter ended March 31, 2018.

As currently negotiated, the amendment to the Credit Facility will provide for payment of an amendment consent fee to those lenders executing the amendment. If we are unable to complete the amendment, we would not be in compliance with our current financial covenants as of June 30, 2017. At June 30, 2017 outstanding borrowings under the revolving loan facility and term loan facility were $222 million and $160 million, respectively. In addition, there were outstanding stand-by letters of credit totaling $20 million at June 30, 2017.

“Obviously, we have been concerned about tight financial covenants under our credit agreement for several quarters and have negotiated amendments over time to provide covenant relief. We believe the announced cost reduction initiatives and the completion of the current amendment to the credit agreement and contemplated financing transaction will allow the Company to operate in full compliance of our credit agreement for the foreseeable future,” said Owen.

Cancellation of ATM Program

Additionally, the Company announced its intention to terminate its $150 million “at-the-market” equity offering program (the “ATM Program”) following completion of the Financing Transaction. The Company will make no further sales of shares under the ATM Program. From November 2016, when the ATM Program was announced, until December 2016, approximately 168,000 shares of common stock were sold under the ATM Program, generating $6 million in proceeds. No shares were sold during the first half of 2017.

GAAP and Non-GAAP Financial Measures

Certain non-routine items that management believes are not indicative of Team’s ongoing operating activities have been excluded from net income (loss) reported in accordance with generally accepted accounting principles in the United States (“GAAP”) when arriving at Adjusted EBIT and Adjusted EBITDA, each non-GAAP financial measures. In the current quarter, the most significant non-routine items pertained to non-capitalized ERP implementation cost (the North American phase of the project is expected to be completed by year end 2017), non-routine legal fees and professional fees for acquisition integration. A reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measure of operating income (loss) is included at the end of this press release.

CONFERENCE CALL

Team, Inc. expects to release its full second quarter 2017 financial results on Monday, August 7, 2017, after U.S. markets close. On Tuesday, August 8, 2017 at 10:00 a.m. Eastern Time / 9:00 a.m. Central Time, Team will host a conference call, which will be broadcast live over the Internet, to discuss its second quarter 2017 results and the information discussed in this press release. To participate in the call, dial 888-699-2378 and ask for the Team conference call at least 10 minutes prior to the start time, or access it live over the Internet at www.teaminc.com. For those who cannot listen to the live call, a replay will be available through August 15, 2017 and may be accessed by dialing 855-859-2056 and using pass code 51029727#. Also, an archive of the webcast will be available shortly after the call at www.teaminc.com for 90 days.

About Team, Inc.

Headquartered near Houston, Texas, Team, Inc. is a leading provider of specialty industrial services, including inspection and assessment, required in maintaining and installing high-temperature and high-pressure piping systems and vessels that are utilized extensively in the refining, petrochemical, power, pipeline and other heavy industries. Team offers these services across its 220 branch locations and more than 20 countries throughout the world. For more information, please visit www.teaminc.com.

Non-GAAP Financial Measures

This press release presents information about the Company’s Adjusted EBITDA and the Company sometimes uses EBIT and Adjusted EBIT, which are non-GAAP financial measures, provided as supplemental to the results provided in accordance with GAAP.

Certain forward-looking information contained herein is being provided in accordance with the provisions of the Private Securities Litigation Reform Act of 1995. We have made reasonable efforts to ensure that the information, assumptions and beliefs upon which this forward-looking information is based are current, reasonable and complete. Such forward-looking statements involve estimates, assumptions, judgments and uncertainties. There are known and unknown factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking information. Such known factors are detailed in the Company’s Annual Report on Form 10-K and in the Company's Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission, and in other reports filed by the Company with the Securities and Exchange Commission from time to time. Accordingly, there can be no assurance that the forward-looking information contained herein, including projected cost savings, will occur or that objectives will be achieved. We assume no obligation to publicly update or revise any forward-looking statements made today or any other forward-looking statements made by the Company, whether as a result of new information, future events or otherwise.

###

TEAM, INC. AND SUBSIDIARIES

Non-GAAP Financial Measures

(Unaudited)

The Company uses supplemental non-GAAP financial measures which are derived from the consolidated financial information including earnings before interest and taxes (“EBIT”); Adjusted EBIT (defined below); and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) to supplement financial information presented on a GAAP basis. EBIT, as defined by the Company, excludes discontinued operations, income tax expense, interest charges and items of other (income) expense and therefore is equal to operating income (loss) reported in accordance with GAAP. Adjusted EBIT further excludes the following items: acquisition costs associated with business combinations, non-routine legal costs associated with Quest Integrity patent defense litigation, professional fees for acquired business integration, gains and losses on the revaluation of contingent consideration, non-capitalized enterprise resource planning (ERP) implementation costs, and certain other non-routine items. Adjusted EBITDA further excludes from adjusted EBIT depreciation, amortization and non-cash share based compensation costs.

Management believes that excluding certain items from GAAP results allows management to better understand the consolidated financial performance from period to period and to better identify operating trends that may not otherwise be apparent. Moreover, the Company believes these non-GAAP financial measures will provide its stakeholders with useful information to help them evaluate operating performance. However, there are limitations to the use of the non-GAAP financial measures presented in this preliminary information. The Company’s non-GAAP financial measures may not be comparable to similarly titled measures of other companies who may calculate non-GAAP financial measures differently than Team does, limiting the usefulness of those measures for comparative purposes.

The non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for net income (loss) as a measure of operating performance or to cash flows from operating activities as a measure of liquidity, prepared in accordance with GAAP, and should be read only in conjunction with financial information presented on a GAAP basis. A reconciliation of the above non-GAAP financial measures to the most comparable GAAP financial measure of operating income (loss) is presented below. You are encouraged to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented.

TEAM, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(in thousands) (preliminary, unaudited)

	Three Months Ended June 30,
	2017			2017			2016
	Low Case			High Case			Reported
Adjusted EBIT and Adjusted EBITDA:
Operating income (loss) (“EBIT”)	$	(8,700	)	$	(6,700	)	$	14,008
Non-routine acquisition costs	—			—			1,108
Non-routine legal, professional fees and other	3,150			3,150			1,522
Non-routine ERP costs	3,850			3,850			1,242
Non-routine gain on revaluation of contingent consideration	—			—			2,184
Adjusted EBIT	(1,700		)	300			20,064
Depreciation and amortization	13,000			13,000			12,870
Non-cash share-based compensation costs	2,500			2,500			2,615
Adjusted EBITDA	$	13,800		$	15,800		$	35,549