-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WNn5SsJm469VrxnV/uNgYrCqRoclLXKbaJRGvjRswkI5yV4821Cu4Q4G3lbnYqp2 CAisH9J2djIWuGymCNyPjg== 0001157523-07-008159.txt : 20070809 0001157523-07-008159.hdr.sgml : 20070809 20070809140014 ACCESSION NUMBER: 0001157523-07-008159 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070725 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070809 DATE AS OF CHANGE: 20070809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEAM INC CENTRAL INDEX KEY: 0000318833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS REPAIR SERVICES [7600] IRS NUMBER: 741765729 STATE OF INCORPORATION: TX FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08604 FILM NUMBER: 071039355 BUSINESS ADDRESS: STREET 1: 200 HERMANN DRIVE CITY: ALVIN STATE: TX ZIP: 77056 BUSINESS PHONE: 2813316154 MAIL ADDRESS: STREET 1: 1019 SOUTH HOOD STREET CITY: ALVIN STATE: TX ZIP: 77551 8-K 1 a5456428.txt TEAM, INC. 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): July 25, 2007 ------------------------------- TEAM, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Texas 001-08604 74-1765729 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) 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 July 25, 2007, Team, Inc. disseminated a press release announcing its financial results for the fourth quarter and for the full fiscal year 2007. 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 and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference. Item 8.01 Other Events ------------ On July 25, 2007, Team's Board of Directors approved a 2 for 1 Stock Split, to be effected in the form of a 100% stock dividend. The Stock Split will be payable on August 29, 2007 to holders of record on August 15, 2007. This action will double the number of outstanding common shares to approximately 18 million. An announcement of the stock split was included in the press release announcing the financial results for the fourth quarter and for the full fiscal year 2007, which is furnished herewith as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits --------------------------------- (c) Exhibits. The following exhibit is furnished as part of Item 2.02 and Item 8.01 of this Current Report on Form 8-K: Exhibit number Description - -------------- ----------- 99.1 Team, Inc.'s Press Release dated July 25, 2007 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: July 25, 2007 EX-99.1 2 a5456428ex991.txt EXHIBIT 99.1 Exhibit 99.1 Team, Inc. Reports Record FY 2007 Results of $1.64 Per Share, Announces 2-for-1 Stock Split, Provides FY 2008 Earnings Guidance ALVIN, Texas--(BUSINESS WIRE)--July 25, 2007--Team, Inc., (NASDAQ:TISI) today reported net income of $6.1 million ($0.63 per diluted share) and $15.5 million ($1.64 per diluted share) for its fourth quarter and full fiscal year ended May 31, 2007, respectively. Net income increased 52 percent and 46 percent from the corresponding fourth quarter and full year 2006, respectively. For the fiscal year, total revenue was $318 million, up 23 percent, and operating income was $30.3 million, up 42 percent. Team also announced that the Board of Directors has approved a two-for-one stock split in the form of a 100 percent stock dividend payable on August 29, 2007 to all shareholders of record on August 15, 2007. This action will double the total number of common shares outstanding to nearly 18 million shares. "I am proud to report that fiscal year 2007 was another year of record performance for Team. Team's decision to join the Nasdaq, our recent acquisition of Aitec, and today's announcement of a stock split all reflect our continuing positive outlook going forward," said Phil Hawk, Team's Chairman and CEO. Overall Fiscal Year 2007 Results Operating income for the fourth quarter and full fiscal year was $11.3 million and $30.3 million, respectively. Operating profit margins (operating income as a percent of revenue) for the quarter and full year were up substantially from corresponding prior year periods and were 12 percent and 10 percent, respectively. Team reported continued strong revenue and profit growth across both divisions and nearly all service lines and geographic areas during both the fourth quarter and full year. For the fourth quarter, Team's revenues were $96 million, up 26 percent from the prior year quarter. "We are pleased with the overall level of performance of our industrial services business. Our revenue growth, continuing business development successes, improved operating profit margins and continuing growth in the number of qualified technicians are noteworthy. In the coming year, we expect to benefit from both continued organic growth across all business segments as well as from our newly acquired Canadian inspection business," reported Phil Hawk. TCM Division (Team's NDE inspection and field heat treating service lines) revenues for the quarter were $55 million, up 33 percent from the prior year quarter. For the fiscal year, TCM revenues were $171 million, up 19 percent. TCM gross margins for the quarter and year were about 34 percent and 32 percent for the quarter and year, respectively, up from about 30 percent in both corresponding prior year periods. "We are pleased with our progress in improving our margins, particularly in the fourth quarter. Continuing organic growth and progress along with the addition of the Aitec inspection business will result in exciting growth for the division in Fiscal Year 2008," said Hawk. Revenues for the TMS Division (Team's mechanical service lines of leak repair, hot tapping, fugitive emissions monitoring, field machining, technical bolting and field valve repair) for the quarter were $41 million, up 19 percent from the strong "Katrina/Rita-influenced" prior year period. For the fiscal year, TMS revenues were $147 million, up 26 percent. Gross margins for the division were 37 percent and 38 percent for the quarter and for the fiscal year, respectively. "We are very pleased with the continuing strong outlook for the Division including additional revenue growth from our new pipeline hot tapping, line isolation, and waterworks initiatives," said Hawk. The business outlook for FY2008 continues to be very attractive. Team continues to gain market share across all its service lines, as a result of its service capabilities combined with the continuing customer trend toward multi-service, multi-location procurement arrangements that favor larger industry providers like Team. Approximately half of Team's $59 million in revenue growth in FY2007 was derived from expanded business with our major alliance customers. For the coming year, a number of significant expansion projects (particularly in the refining sector) should continue to augment the large base of routine maintenance and turnaround project demand. Despite our significant historic growth, our total market share is less than 20 percent in this highly fragmented market, indicating significant future growth potential. Business Outlook/Guidance for Fiscal Year 2008 Based on an assumption of 10 percent organic revenue growth plus the impact of the Aitec acquisition, the company expects its FY2008 revenue to slightly exceed $400 million. Based on this activity level, net income is expected to be $2.00 to $2.20 per fully diluted share before taking into consideration the impact of the stock split. Consistent with its past practices, Team does not provide specific guidance for individual quarters, but will confirm or update its annual guidance at least quarterly. Stock Split For shareholders of record on August 15, 2007, the Board of Directors has approved a stock dividend payable on August 29, 2007 in which each shareholder will receive one additional common share for each share owned. This action reflects the significant growth in our company over the past several years and the Board's continuing confidence in the company's outlook. Following the stock dividend, restated earnings per share results and future earnings guidance will be exactly one half pre-dividend amounts. The number of outstanding common shares will double to about 18 million shares. Fully diluted shares will increase to about 19.5 million shares at the time the stock dividend is paid. Earnings Conference Call In connection with this earnings release, the Company will hold its quarterly conference call on Thursday, July 26, 2007, at 10:00 a.m. Central Time (11:00 a.m. Eastern). The call will be broadcast over the Web and can be accessed on Team's Web site, www.teamindustrialservices.com. Individuals wishing to participate in the conference call by phone can call 1-888-896-0862, conference code 9056257. About Team, Inc. Headquartered in Alvin, Texas, Team, Inc. is a leading provider of specialty and construction services required in maintaining high-temperature and high-pressure piping systems and vessels that are utilized extensively in the refining, petrochemical, power, pipeline and other heavy industries. The Company's inspection services also serve a broader customer base that includes the aerospace and automotive industries. Team offers these services in over 80 locations throughout the United States, Aruba, Canada, Singapore, Trinidad and Venezuela. The Company licenses its proprietary techniques and materials to various companies outside the United States and receives royalties based upon revenues earned by its licensees. Team, Inc. 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. Such information is subject to certain assumptions and beliefs, based on current information known to the Company, and is subject to factors that could result in actual results differing materially from those anticipated in the forward-looking statements contained herein. Such factors include domestic and international economic activity, interest rates and market conditions for the Company's customers, regulatory changes and legal proceedings, and the Company's successful implementation of its internal operating plans. Accordingly, there can be no assurance that the forward-looking statements contained herein will occur or that objectives will be achieved. TEAM, INC. AND SUBSIDIARIES SUMMARY OF OPERATING RESULTS (in thousands, except per share data) Three Months Ended Twelve Months Ended May 31, May 31, ----------------------- ----------------------- 2007 2006 2007 2006 ----------- ----------- ----------- ----------- (unaudited) (unaudited) (unaudited) (unaudited) Revenues $96,133 $76,010 $318,348 $259,838 Operating expenses 62,254 48,614 208,186 170,709 ----------- ----------- ----------- ----------- Gross margin 33,879 27,396 110,162 89,129 Selling, general and administrative expenses 22,556 19,621 79,825 67,752 ----------- ----------- ----------- ----------- Operating income 11,323 7,775 30,337 21,377 Interest expense, net 1,037 1,130 4,204 3,992 ----------- ----------- ----------- ----------- Earnings before income taxes 10,286 6,645 26,133 17,385 Provision for income taxes 4,202 2,642 10,618 6,755 ----------- ----------- ----------- ----------- Income from continuing operations 6,084 4,003 15,515 10,630 Income from discontinued operations, net of tax - - - 6 ----------- ----------- ----------- ----------- Net income $ 6,084 $ 4,003 $ 15,515 $ 10,636 =========== =========== =========== =========== Earnings per common share: Continuing operations: Basic $ 0.68 $ 0.47 $ 1.77 $ 1.26 =========== =========== =========== =========== Diluted $ 0.63 $ 0.42 $ 1.64 $ 1.16 =========== =========== =========== =========== Discontinued operations: Basic $ - $ - $ - $ - =========== =========== =========== =========== Diluted $ - $ - $ - $ - =========== =========== =========== =========== Net income Basic $ 0.68 $ 0.47 $ 1.77 $ 1.26 =========== =========== =========== =========== Diluted $ 0.63 $ 0.42 $ 1.64 $ 1.16 =========== =========== =========== =========== Weighted average number of shares outstanding: Basic 8,919 8,578 8,770 8,413 =========== =========== =========== =========== Diluted 9,690 9,478 9,433 9,199 =========== =========== =========== =========== Continuing operations data: Revenues comprised of: TCM Division $54,825 $41,246 $171,030 $143,233 TMS Division 41,308 34,764 147,318 116,605 ----------- ----------- ----------- ----------- $96,133 $76,010 $318,348 $259,838 =========== =========== =========== =========== Gross margin comprised of: TCM Division $18,780 $12,356 $ 54,478 $ 42,918 TMS Division 15,099 15,040 55,684 46,211 ----------- ----------- ----------- ----------- $33,879 $27,396 $110,162 $ 89,129 =========== =========== =========== =========== Operating income comprised of: Industrial Services $15,666 $11,243 $ 44,785 $ 32,467 Corporate (4,343) (3,468) (14,448) (11,090) ----------- ----------- ----------- ----------- $11,323 $ 7,775 $ 30,337 $ 21,377 =========== =========== =========== =========== TEAM, INC. AND SUBSIDIARIES SUMMARY CONSOLIDATED BALANCE SHEET INFORMATION May 31, 2007 AND May 31, 2006 (in thousands) May 31, May 31, 2007 2006 -------------- -------------- (unaudited) Current assets $ 107,513 $ 84,831 Net property, plant and equipment 35,166 26,448 Other non-current assets 28,375 28,692 -------------- -------------- Total assets $ 171,054 $139,971 ============== ============== Current liabilities $ 37,284 $ 35,612 Long term debt net of current maturities 48,774 39,804 Other non-current liabilities and minority interests 496 670 Stockholders' equity 84,500 63,885 -------------- -------------- Total liabilities and stockholders' equity $ 171,054 $139,971 ============== ============== CONTACT: Team, Inc., Alvin Ted W. Owen, 281-331-6154 -----END PRIVACY-ENHANCED MESSAGE-----