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): August 3, 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 August 3, 2010, we disseminated a press release announcing: (i) our fiscal year 2010 financial results, (ii) our earnings guidance regarding expected financial performance for the fiscal year ending May 31, 2011 and (iii) a stock repurchase plan to purchase up to $15 million of our common stock. 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 August 3, 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
	Executive Vice President and Chief Financial Officer

Dated: August 3, 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 4th QUARTER FY2010 RESULTS; PROVIDES FY2011 GUIDANCE; ANNOUNCES STOCK REPURCHASE PLAN

ALVIN, TX, August 3, 2010—- Team, Inc. (NASDAQ: TISI) today announced increased revenues and profits for the fourth quarter ended May 31, 2010.  Revenues for the fourth quarter ended May 31, 2010 were $125.5 million, an increase of $4.3 million, or 4%, from the same quarter of fiscal year 2009.  Operating income in the fourth quarter of fiscal year 2010, adjusted for non-routine charges, was $10.7 million, an increase of $1.0 million or 10%, from the same quarter of fiscal year 2009.  Adjusted net income and diluted earnings per share for the fourth quarter were $6.1 million or $0.31 per share.

Full fiscal year 2010 revenues of $453.9 million resulted in adjusted net income and adjusted diluted earnings per share of $15.6 million or $0.80 per diluted share.  This compares to fiscal year 2009 revenues of $497.6 million, net income of $22.9 million and diluted earnings per share of $1.16.  Fiscal year 2009 benefitted from the best first half financial results in Team history, as the effects of the recession did not begin to affect Team until the third quarter of fiscal 2009.

Adjusted results for fiscal year 2010 exclude charges related to three non-routine matters: (1) costs related to the previously disclosed FCPA investigation ($3.2 million); (2) non-cash foreign currency losses related to the previously disclosed Venezuelan currency devaluation ($1.7 million); and (3) non-routine severance charges incurred during the fourth quarter ($0.7 million).  The severance costs, related to initiatives designed to reduce operating costs and improve efficiency, will result in the elimination of approximately $6 million of indirect and SG&A costs to be realized in fiscal year 2011. GAAP fully diluted earnings per share, fully reflecting all of these non-routine charges, were $0.29 for the fourth quarter and $0.63 for the full fiscal year.

With strong operating cash flows during the year, Team reduced its total net debt (total debt less cash) by $33 million during the fiscal year.  At May 31, 2010, Team’s net debt was $36 million and unused borrowing capacity was $78 million.

Business Outlook/Guidance for Fiscal Year 2011

Team expects its revenues for the coming full fiscal year (the fiscal year ending May 31, 2011) to be in the range of $470 million to $500 million.  For the same time period, net income is expected to be in a range of $1.00 to $1.15 per fully diluted share.  The revenue projections reflect the Company’s view that the economic environment will remain challenging with only modest market demand recovery.  The earnings expectations reflect the benefit of the expected revenue growth plus the full year impact of cost reduction actions taken by Team.  Consistent with its past practice, Team does not provide specific guidance for individual quarters, but will confirm or update annual guidance at least quarterly.

“We are poised to continue with and build upon the business growth and momentum that began in the second half of our last fiscal year.  While we expect only modest improvement in market conditions in the near term, we have taken, and are taking, the steps necessary to be successful in this environment,” said Phil Hawk, Team’s CEO and Chairman

Authorization for Stock Repurchase Plan

Team’s Board of Directors has authorized management to repurchase, in open market transactions, up to $15 million of Team common stock effective immediately. Based upon the current market share price, the stock repurchase plan represents approximately 5% of Team’s issued and outstanding shares.

FCPA Investigation Update

As previously reported, Team’s Audit Committee completed its independent investigation regarding possible violations of the Foreign Corrupt Practices Act (“FCPA”) in its TMS Trinidad branch.  The results of the FCPA investigation were communicated to the SEC and Department of Justice in May 2010 and the Company is awaiting their response. The results of the independent investigation support management’s belief that any possible violations of the FCPA were limited in size and scope. The total professional costs associated with the investigation were approximately $3.2 million.

Earnings Conference Call

In connection with this earnings release, Team will hold its quarterly conference call on Wednesday, August 4, 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 27560905 when prompted.

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.

COMPARATIVE STATEMENTS OF INCOME

(in thousands)

	GAAP						Adjusted
	4th Quarter						4th Quarter			4th Quarter			Incremental
	2010			Adjustments			2010			2009			$$$			%
Revenues	$	125,528					$	125,528		$	121,203		$	4,325			3.6	%
Operating expenses		86,924						86,924			83,292			(3,632	)		-4.4	%
Gross margin		38,604						38,604			37,911			693			1.8	%
SG&A expenses		28,660			(662	)a		27,998			28,328			330			1.2	%
Investigation costs		315			(315	)b
Total SG&A		28,975			(977	)		27,998			28,328			330			1.2	%
Earnings from unconsolidated affiliates		115						115			139			(24	)		-17.3	%
Operating income		9,744			977			10,721			9,722			999			10.3	%
Interest expense		567						567			875			308			35.2	%
Other (income) expense		(467	)		313	c		(154	)		31			185			596.8	%
Earnings before income taxes		9,644			664			10,308			8,816			1,492			16.9	%
Provision for income taxes		3,908			289			4,197			3,260			(937	)		-28.7	%
Net income	$	5,736		$	375		$	6,111		$	5,556		$	555			10.0	%
Earnings per common share:
Basic	$	0.30					$	0.32		$	0.29
Diluted	$	0.29					$	0.31		$	0.29
Weighted average number of shares:
Basic		18,974						18,974			18,837
Diluted		19,587						19,587			19,280
	GAAP						Adjusted
	Fiscal Year						Fiscal Year			Fiscal Year			Incremental
	2010			Adjustments			2010			2009			$$$			%
Revenues	$	453,869					$	453,869		$	497,559		$	(43,690	)		-8.8	%
Operating expenses		317,864						317,864			340,500			22,636			6.6	%
Gross margin		136,005						136,005			157,059			(21,054	)		-13.4	%
SG&A expenses		108,710			(662	)a		108,048			116,761			8,713			7.5	%
Investigation costs		3,153			(3,153	)b
Total SG&A		111,863			(3,815	)		108,048			116,761			8,713			7.5	%
Earnings from unconsolidated affiliates		635						635			973			(338	)		-34.7	%
Operating income		24,777			3,815			28,592			41,271			(12,679	)		-30.7	%
Interest expense		2,764						2,764			4,923			2,159			43.9	%
Other (income) expense		1,580			(1,734	)c		(154	)		(51	)		103			-202.0	%
Earnings before income taxes		20,433			5,549			25,982			36,399			(10,417	)		-28.6	%
Provision for income taxes		8,158			2,214			10,372			13,488			3,116			23.1	%
Net income	$	12,275		$	3,335		$	15,610		$	22,911		$	(7,301	)		-31.9	%
Earnings per common share:
Basic	$	0.65					$	0.82		$	1.22
Diluted	$	0.63					$	0.80		$	1.16
Weighted average number of shares:
Basic		18,923						18,923			18,793
Diluted		19,510						19,510			19,725

a. Severance charges for 4th quarter staff reductions

b. Professional fees relating to FCPA investigation

c. Venezuelan foreign currency losses (gains)

TEAM, INC.

DIVISIONAL DETAILS

(in thousands)

	Three Months Ended						Twelve Months Ended
	May 31,						May 31,
	2010			2009			2010			2009
			% of Rev			% of Rev			% of Rev			% of Rev
Revenues comprised of:
TCM Division	$	70,579	56.2%	$	72,895	60.1%	$	259,227	57.1%	$	270,420	54.3%
TMS Division		54,949	43.8%		48,308	39.9%		194,642	42.9%		227,139	45.7%
	$	125,528	100.0%	$	121,203	100.0%	$	453,869	100.0%	$	497,559	100.0%
Gross margin comprised of:
TCM Division	$	21,325	30.2%	$	23,512	32.3%	$	76,322	29.4%	$	81,654	30.2%
TMS Division		17,279	31.4%		14,399	29.8%		59,683	30.7%		75,405	33.2%
	$	38,604	30.8%	$	37,911	31.3%	$	136,005	30.0%	$	157,059	31.6%
SG&A expenses:
Field operations	$	23,005	18.3%	$	23,501	19.4%	$	89,073	19.6%	$	96,571	19.4%
Corporate costs		4,993	4.0%		4,827	4.0%		18,975	4.2%		20,190	4.1%
Severance charges		662	0.5%			0.0%		662	0.1%			0.0%
Non-recurring investigation costs		315	0.3%			0.0%		3,153	0.7%		-	0.0%
Total SG&A		28,975	23.1%		28,328	23.4%		111,863	24.6%		116,761	23.5%
Earnings from unconsolidated affiliates		115			139			635			973
Operating income	$	9,744		$	9,722		$	24,777		$	41,271

TEAM, INC. AND SUBSIDIARIES

SUMMARY CONSOLIDATED BALANCE SHEET INFORMATION

May 31, 2010 and 2009

(in thousands)

	May 31,		May 31,
	2010		2009
	(unaudited)
Current assets	$	150,345	$	156,637
Property, plant and equipment, net		55,229		59,582
Other non-current assets		59,415		59,702
Total assets	$	264,989	$	275,921
Current liabilities	$	43,002	$	46,792
Long term debt net of current maturities		47,848		76,689
Other non-current liabilities		8,947		5,939
Stockholders' equity		165,192		146,501
Total liabilities and stockholders' equity	$	264,989	$	275,921