8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 5, 2010

TEAM, Inc.

(Exact Name of Registrant as Specified in Charter)

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

200 Hermann Drive

Alvin, Texas 77511

(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 line 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))

Item 2.02. Results of Operations and Financial Condition

On January 5, 2010, we disseminated a press release announcing financial results for our second quarter ending November 30, 2009 and reaffirming our earnings guidance regarding expected financial performance for the fiscal year ending May 31, 2010. A copy of such press release is furnished herewith as Exhibit 99.1.

The information furnished in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” with the Securities and Exchange Commission nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

This Form 8-K contains forward looking statements. We based our forward-looking statements on our current expectations, estimates and projections about ourselves and our industry. We caution that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In addition, we based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in the forward-looking statements. Differences between actual results and any future performance suggested in these forward-looking statements could result from a variety of factors, including those listed in our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission. We assume no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by us, whether as new information, future events, or otherwise.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits. The following exhibit is furnished as part of Item 2.02 of this Current Report on Form 8-K:

Exhibit number	Description
99.1	Team, Inc.’s Press Release issued January 5, 2010

SIGNATURES

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

TEAM, INC.

By: /s/ Ted W. Owen

Ted W. Owen

Senior Vice President and Chief

Financial Officer

Dated: January 5, 2010

EX-99.1

`

NEWS
TEAM, INC.	For immediate release
P. O. Box 123	contact: Ted W. Owen
Alvin, Texas 77512	(281) 331-6154

TEAM, INC. REPORTS 2nd QUARTER EARNINGS AND AFFIRMS FULL YEAR GUIDANCE

ALVIN, TX, January 5, 2010—- Team, Inc., (NASDAQ: TISI) today reported net income of $5.8 million ($0.30 per diluted share) for its second quarter ended November 30, 2009. Results for the quarter included pre-tax, non-routine legal and accounting costs of $1.2 million ($.04 per diluted share, after tax) related to an ongoing, independent investigation. Excluding the non-routine costs, net income would have been $6.6 million ($0.34 per diluted share). Revenues for the six months ended November 30, 2009 were $224.2 million and net income for the same period was $7.0 million ($0.36 per diluted share), or $8.4 million ($0.43 per diluted share) excluding the non-routine charges relating to the investigation. The Company also affirmed its full year earnings guidance of $0.85 to $1.05 per diluted share (excluding the effect of the non-routine charges).

“I am generally pleased with the performance of our business in this weak economic climate. Our focus has been on managing our costs, maintaining our profitability, expanding our financial flexibility, and staying well-positioned for continued long-term business growth,” said Phil Hawk, Team’s Chairman and CEO.

Second Quarter Performance

Team’s revenues during the quarter were $123.3 million, down $25.5 million from the record setting corresponding prior year quarter. Similarly, revenues for the six months ended November 30, 2009 were $224.2 million, down $47.9 million from the prior year. The comparable prior year results represented the best results in Team history as the effects of the current recession were not felt by Team until later in the prior fiscal year. The decline in revenues during the current fiscal year was broad based, affecting nearly all of Team’s geographic regions and service lines.

Team’s operating income for the current quarter was $10.3 million, earnings before income tax was $9.6 million and net income was $5.8 million. These results include non-routine outside professional costs of $1.2 million related to an external investigation. Excluding the non-routine costs, operating income would have been $11.5 million, and net income would have been $6.6 million. Team’s operating income for the six months ended November 30, 2009 was $12.9 million, and net income was $7.0 million. Excluding non-routine costs of $2.3 million for the current six month period, operating income would have been $15.2 million, and net income would have been $8.4 million.

Actions taken to reduce Team’s overall cost structure and improve efficiency in both its field service and corporate support activities contributed to the Company’s performance. SG&A for the current quarter, when adjusted for the non-routine investigation costs, decreased $3.9 million compared to the prior year quarter.

As previously reported, the Audit Committee is conducting an independent investigation regarding possible violations of the Foreign Corrupt Practices Act (“FCPA”) in cooperation with the U.S. Department of Justice and the Securities and Exchange Commission. While the investigation is ongoing, management continues to believe that any possible violations of the FCPA are limited in size and scope. The investigation is now expected to be completed during the first calendar quarter of 2010. The total professional costs associated with the investigation are now projected to be about $3.0 million.

Team Affirms Full Year Guidance

Team is affirming its earnings guidance of $0.85 to $1.05 per fully diluted share for fiscal year 2010. Such guidance excludes the impact of the non-routine investigation costs. Earnings guidance is based on the expectation that revenues in the second half of the year will be approximately 10% higher than in the first half of the year.

Earnings Conference Call

In connection with this earnings release, Team will hold its quarterly conference call on Wednesday, January 6, 2010 at 8:00 a.m. Central Time (9:00 a.m. Eastern). The call will be broadcast over the Web and can be accessed on Team’s Website, www.teamindustrialservices.com. Individuals wishing to participate in the conference call by phone may call 877-826-1586 and use conference code 26083904.

About Team, Inc.

Headquartered in Alvin, Texas, Team Inc. is a leading provider of specialty industrial services 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 in over 100 locations throughout the United States, Angola, Belgium, Canada, Singapore, The Netherlands, Trinidad and Venezuela. Team’s common stock is traded on the NASDAQ Global Select Market under the ticker symbol “TISI”.

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 for the year ended May 31, 2009 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 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

SUMMARY OF OPERATING RESULTS

(in thousands, except per share data)

	Three Months Ended						Six Months Ended
	November 30,						November 30,
	2009			2008			2009			2008
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenues	$	123,292		$	148,752		$	224,229		$	272,090
Operating expenses		83,844			98,667			155,347			182,896
Gross margin		39,448			50,085			68,882			89,194
Selling, general and administrative expenses		29,403			32,132			56,432			61,790
Earnings from unconsolidated affiliates		232			411			491			675
Operating income		10,277			18,364			12,941			28,079
Interest expense, net		697			1,378			1,502			2,825
Earnings before income taxes		9,580			16,986			11,439			25,254
Provision for income taxes		3,739			6,769			4,473			10,080
Net income	$	5,841		$	10,217		$	6,966		$	15,174
Earnings per common share:
Basic	$	0.31		$	0.54		$	0.37		$	0.81
Diluted	$	0.30		$	0.51		$	0.36		$	0.76
Weighted average number of shares outstanding:
Basic		18,925			18,823			18,890			18,752
Diluted		19,492			19,853			19,442			19,881
Continuing operations data:
Revenues comprised of:
TCM Division	$	71,322		$	76,126		$	128,626		$	141,381
TMS Division		51,970			72,626			95,603			130,709
	$	123,292		$	148,752		$	224,229		$	272,090
Gross margin comprised of:
TCM Division	$	22,319		$	23,465		$	38,800		$	43,534
TMS Division		17,129			26,620			30,082			45,660
	$	39,448		$	50,085		$	68,882		$	89,194
Operating income comprised of:
Industrial services	$	16,162		$	23,003		$	24,489		$	37,568
Earnings from unconsolidated affiliates		232			411			491			675
Non-routine investigation costs		(1,204	)		-			(2,306	)		-
Corporate		(4,913	)		(5,050	)		(9,733	)		(10,164	)
	$	10,277		$	18,364		$	12,941		$	28,079

TEAM, INC. AND SUBSIDIARIES

SUMMARY CONSOLIDATED BALANCE SHEET INFORMATION

NOVEMBER 30, 2009 AND  MAY 31, 2009

(in thousands)

	November 30,		May 31,
	2009		2009
	(unaudited)
Current assets	$	150,590	$	156,637
Property, plant and equipment, net		58,049		59,582
Other non-current assets		62,355		59,702
Total assets	$	270,994	$	275,921
Current liabilities	$	38,121	$	46,792
Long term debt net of current maturities		67,206		76,689
Other non-current liabilities		6,725		5,939
Stockholders' equity		158,942		146,501
Total liabilities and stockholders' equity	$	270,994	$	275,921