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): March 30, 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 March 30, 2010, we disseminated a press release announcing financial results for our third quarter of fiscal 2010 ending February 28, 2010 and revised earnings guidance with regard to 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 revised earnings guidance was first provided in our Form 8-K filed on March 18, 2010.

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 March 30, 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: March 30, 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 THIRD QUARTER RESULTS

ALVIN, TX, March 30, 2010---- Team, Inc., (NASDAQ: TISI) today reported adjusted earnings of $0.06 per diluted share on revenues of $104 million for its third quarter ended February 28, 2010. Adjusted earnings for the quarter exclude a $2.1 million pre-tax, non-routine charge associated with the recent Venezuelan currency devaluation, which was previously reported in January 2010, and a $0.5 million pre-tax, non-routine charge associated with legal and accounting costs related to an ongoing, independent investigation.  Including these non-routine costs, the Company reported a net loss for the quarter of $400 thousand, or $0.02 per share. Revenues for the current quarter were consistent with the prior year quarter.

Revenues for the nine months ended February 28, 2010 were $328 million and adjusted net income for the same period was $9.5 million ($0.49 per diluted share).  Inclusive of the non-routine charges of $4.9 million for the year to date period, net income as reported was $6.5 million ($0.34 per diluted share).

On March 18, 2010, the Company revised its current year revenue and earnings guidance, reflecting the continued weakness in customer demand. The revised guidance reflects a current revenue estimate of $450-$460 million for fiscal 2010 and adjusted earnings of $0.80-$0.90 per fully diluted share. This guidance excludes the impact of previously announced non-routine charges associated with an independent investigation and the recent Venezuelan currency devaluation.

“Due to the continuing profit pressures facing our customers, it remains a challenging market environment,” said Phil Hawk, Team’s Chairman and CEO.  “We remain confident that as spending rates return to normal levels, we are well-positioned to continue our long-term business growth.”

As previously reported, the Audit Committee has been conducting an independent investigation regarding possible violations of the U.S. Foreign Corrupt Practices Act (FCPA) in cooperation with the U.S. Department of Justice (DOJ) and the Securities and Exchange Commission (SEC).  The independent investigators reported their findings to the Audit Committee in March 2010 and the Company expects the investigation results to be communicated to the SEC and DOJ in Team’s fourth quarter.  The independent investigation supports management’s belief that any possible violations of the FCPA are limited in size and scope. The total professional costs associated with the investigation are projected to be approximately $3.0 million.

Earnings Conference Call

In connection with this earnings release, Team will hold its quarterly conference call on Wednesday, March 31, 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 26627738.

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 world.  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						Nine Months Ended
	February 28,						February 28,
	2010			2009			2010		2009
	(unaudited)			(unaudited)			(unaudited)		(unaudited)
Revenues	$	104,112		$	104,266		$	328,341	$	376,356
Operating expenses		75,593			74,312			230,940		257,208
Gross margin		28,519			29,954			97,401		119,148
Selling, general and administrative expenses		25,924			26,643			80,050		88,433
Non-routine investigation costs		532			-			2,838		-
Earnings from unconsolidated affiliates		29			159			520		834
Operating income		2,092			3,470			15,033		31,549
Foreign currency transaction (gain)/loss		2,075			(17	)		2,047		(82	)
Interest expense, net		667			1,158			2,197		4,048
Earnings before income taxes		(650	)		2,329			10,789		27,583
Provision for income taxes		(223	)		148			4,250		10,228
Net income	$	(427	)	$	2,181		$	6,539	$	17,355
Earnings per common share:
Basic	$	(0.02	)	$	0.12		$	0.35	$	0.92
Diluted	$	(0.02	)	$	0.11		$	0.34	$	0.88
Weighted average number of shares
outstanding:
Basic		18,954			18,833			18,913		18,778
Diluted		19,621			19,637			19,491		19,821

TEAM, INC. AND SUBSIDIARIES

DIVISIONAL OPERATING RESULTS

(in thousands)

	Three Months Ended						Nine Months Ended
	February 28,						February 28,
	2010			2009			2010			2009
Revenues comprised of:	(unaudited)			(unaudited)			(unaudited)			(unaudited)
TCM Division	$	60,021		$	56,144		$	188,648		$	197,525
TMS Division		44,091			48,122			139,693			178,831
	$	104,112		$	104,266		$	328,341		$	376,356
Gross margin comprised of:
TCM Division	$	16,197		$	14,608		$	54,997		$	58,141
TMS Division		12,322			15,346			42,404			61,007
	$	28,519		$	29,954		$	97,401		$	119,148
Operating income comprised of:
Field operations	$	6,845		$	8,511		$	31,333		$	46,078
Earnings from unconsolidated affiliates		29			159			520			834
Non-routine investigation costs		(532	)		-			(2,838	)		-
Corporate		(4,250	)		(5,200	)		(13,982	)		(15,363	)
	$	2,092		$	3,470		$	15,033		$	31,549

TEAM, INC. AND SUBSIDIARIES

RECONCILIATION TO OPERATING RESULTS

(in thousands, except per share data)

	Three Months Ended								Nine Months Ended
	February 28, 2010								February 28, 2010
	As Reported			Non-Routine			Adjusted		As Reported		Non-Routine			Adjusted
	(unaudited)			(unaudited)			(unaudited)		(unaudited)		(unaudited)			(unaudited)
Revenues	$	104,112		$	-		$	104,112	$	328,341	$	-		$	328,341
Operating expenses		75,593			-			75,593		230,940		-			230,940
Gross margin		28,519			-			28,519		97,401		-			97,401
Selling, general and administrative expenses		25,924			-			25,924		80,050		-			80,050
Non-routine investigation costs		532			(532	)		-		2,838		(2,838	)		-
Earnings from unconsolidated affiliates		29			-			29		520		-			520
Operating income		2,092			532			2,624		15,033		2,838			17,871
Foreign currency transaction (gain)/loss		2,075			(2,075	)		-		2,047		(2,047	)		-
Interest expense, net		667			-			667		2,197		-			2,197
Earnings before income taxes		(650	)		2,607			1,957		10,789		4,885			15,674
Provision for income taxes		(223	)		1,027			804		4,250		1,925			6,175
Net income	$	(427	)	$	1,580		$	1,153	$	6,539	$	2,960		$	9,499
Earnings per common share:
Basic	$	(0.02	)	$	0.08		$	0.06	$	0.35	$	0.16		$	0.50
Diluted	$	(0.02	)	$	0.08		$	0.06	$	0.34	$	0.15		$	0.49

TEAM, INC. AND SUBSIDIARIES

SUMMARY CONSOLIDATED BALANCE SHEET INFORMATION

FEBRUARY 28, 2010 AND  MAY 31, 2009

(in thousands)

	February 28,		May 31,
	2010		2009
	(unaudited)
Current assets	$	143,861	$	156,637
Property, plant and equipment, net		56,417		59,582
Other non-current assets		60,558		59,702
Total assets	$	260,836	$	275,921
Current liabilities	$	35,585	$	46,792
Long term debt net of current maturities		57,680		76,689
Other non-current liabilities		8,669		5,939
Stockholders' equity		158,902		146,501
Total liabilities and stockholders' equity	$	260,836	$	275,921