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) January 3, 2012
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.) |
200 Hermann Drive Alvin, Texas |
77511 |
| (Address of principal executive offices) | (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)) | |
Item 2.02. Results of Operations and Financial Condition.
On January 3, 2012, we disseminated a press release announcing financial results for our second quarter of fiscal year 2012 ending November 30, 2011 and revising our earnings guidance regarding expected financial performance for our fiscal year ending May 31, 2012. 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 3, 2012
SIGNATURE
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.
(Registrant) |
||
| January 3, 2012
(Date) |
/s/ TED W. OWEN
Ted W. Owen Executive Vice President and Chief Financial Officer |
EXHIBIT 99.1
ALVIN, Texas, Jan. 3, 2012 (GLOBE NEWSWIRE) -- Team, Inc., (NYSE:TISI) today reported second quarter net income available to common shareholders of $10.3 million ($0.50 per diluted share), an increase of $2.3 million, or 28%, compared to the second quarter of last year. Revenues for the second quarter were $158.3 million, an increase of $25.1 million, or 19%, compared to the second quarter of last year.
Adjusted net income[i] was $10.8 million ($0.53 per diluted share) compared to $8.4 million ($0.43 per diluted share) in the prior year quarter. Adjusted net income excludes the effect of a $0.8 million pre-tax legal settlement in the current quarter and $0.6 million of pre-tax expense associated with a business acquisition in the prior year quarter. Adjusted EBITDA[ii], which also excludes non-cash share-based compensation expense, was $23.5 million for the second quarter, an increase of $4.2 million, or 22%, compared to the second quarter of last year.
Revenues for the six months ended November 30, 2011 were $299.4 million, an increase of $61.7 million, or 26%, compared to the same prior year period. Net income available to common shareholders for the current year six-month period was $17.1 million ($0.83 per diluted share), an increase of $5.3 million or 44% compared to the same prior year period. Adjusted net income and adjusted EBITDA for the current year six-month period was $17.6 million ($0.86 per diluted share) and $40.6 million, respectively.
Highlights
1. A pipeline integrity management firm within the TCM group, and
2. The west coast operations of a former TMS competitor (completed December 30, 2011).
Team Raises Full Year Guidance
Reflecting first half results and a continuing positive outlook for its business, Team is raising its full year adjusted earnings guidance to $1.55 to $1.70 per fully diluted share for the fiscal year ending May 31, 2012 (an increase over prior guidance of $0.10 per diluted share). Earnings guidance is based on the expectation that revenues for the full fiscal year will be $585-610 million.
"We are pleased with our performance this quarter and year to date, particularly the continued broad based growth of our business," said Phil Hawk, Team's Chairman and Chief Executive Officer. "Looking ahead, we expect continued business growth, building upon the positive momentum generated over the past several quarters."
Earnings Conference Call
In connection with this earnings release, Team will hold its quarterly conference call on Wednesday, January 4, 2012 at 8:00 a.m. Central Time (9:00 a.m. Eastern). Individuals wishing to participate in the conference call by phone may call 877-615-4339 and use passcode 8428986 when prompted. The call will be broadcast over the Web and can be accessed on Team's website, www.teamindustrialservices.com.
About Team, Inc.
Headquartered in Alvin, Texas, Team, Inc. is a leading provider of specialty services required in managing, 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 New York Stock Exchange 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, 2011 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, | |||||
| 2011 | 2010 | 2011 | 2010 | |||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||
| Revenues | $ 158,273 | $ 133,131 | $ 299,366 | $ 237,642 | ||
| Operating expenses | 107,827 | 89,387 | 204,473 | 162,352 | ||
| Gross margin | 50,446 | 43,744 | 94,893 | 75,290 | ||
| Selling, general and administrative expenses | 33,772 | 30,240 | 66,906 | 55,353 | ||
| Earnings from unconsolidated affiliates | 406 | 327 | 848 | 635 | ||
| Operating income | 17,080 | 13,831 | 28,835 | 20,572 | ||
| Foreign currency loss (gain) | (107) | 30 | 164 | (11) | ||
| Interest expense, net | 567 | 407 | 1,150 | 846 | ||
| Earnings before income taxes | 16,620 | 13,394 | 27,521 | 19,737 | ||
| Provision for income taxes | 6,232 | 5,358 | 10,320 | 7,895 | ||
| Net income | 10,388 | 8,036 | 17,201 | 11,842 | ||
| Less: Income (loss) attributable to non-controlling interest | 46 | (25) | 65 | (25) | ||
| Net income available to common shareholders | $ 10,342 | $ 8,061 | $ 17,136 | $ 11,867 | ||
| Earnings per common share: | ||||||
| Basic | $ 0.53 | $ 0.42 | $ 0.88 | $ 0.62 | ||
| Diluted | $ 0.50 | $ 0.41 | $ 0.83 | $ 0.60 | ||
| Weighted average number of shares outstanding: | ||||||
| Basic | 19,591 | 19,035 | 19,549 | 19,003 | ||
| Diluted | 20,548 | 19,799 | 20,524 | 19,605 | ||
| Divisional revenues: | ||||||
| TCM | $ 90,976 | $ 73,164 | $ 168,009 | $ 132,531 | ||
| TMS | 67,297 | 59,967 | 131,357 | 105,111 | ||
| $ 158,273 | $ 133,131 | $ 299,366 | $ 237,642 | |||
| Adjusted Net income (i): | ||||||
| Net income available to common shareholders | $ 10,342 | $ 8,061 | $ 17,136 | $ 11,867 | ||
| Legal settlement | 800 | -- | 800 | -- | ||
| Acquisition costs | -- | 632 | -- | 632 | ||
| Tax impact of adjustments | (300) | (253) | (300) | (253) | ||
| Adjusted Net income | $ 10,842 | $ 8,440 | $ 17,636 | $ 12,246 | ||
| Adjusted Net income per common share: | ||||||
| Basic | $ 0.55 | $ 0.44 | $ 0.90 | $ 0.64 | ||
| Diluted | $ 0.53 | $ 0.43 | $ 0.86 | $ 0.62 | ||
| Adjusted EBITDA (ii): | ||||||
| Operating income ("EBIT") | $ 17,080 | $ 13,831 | $ 28,835 | $ 20,572 | ||
| Legal settlement | 800 | -- | 800 | -- | ||
| Acquisition costs | -- | 632 | -- | 632 | ||
| Adjusted EBIT | 17,880 | 14,463 | 29,635 | 21,204 | ||
| Depreciation and amortization | 4,196 | 3,323 | 8,335 | 6,445 | ||
| Non-cash share-based compensation costs | 1,455 | 1,544 | 2,620 | 2,690 | ||
| Adjusted EBITDA | $ 23,531 | $ 19,330 | $ 40,590 | $ 30,339 | ||
| TEAM, INC. AND SUBSIDIARIES | ||
| SUMMARY CONSOLIDATED BALANCE SHEET INFORMATION | ||
| NOVEMBER 30, 2011 AND MAY 31, 2011 | ||
| (in thousands) | ||
| November 30, | May 31, | |
| 2011 | 2011 | |
| (unaudited) | ||
| Cash and cash equivalents | $ 18,748 | $ 14,078 |
| Other current assets | 177,708 | 176,196 |
| Property, plant and equipment, net | 61,088 | 58,567 |
| Other non-current assets | 106,382 | 106,645 |
| Total assets | $ 363,926 | $ 355,486 |
| Current liabilities | $ 53,539 | $ 59,741 |
| Long term debt net of current maturities | 73,566 | 75,868 |
| Other non-current liabilities | 11,386 | 10,431 |
| Stockholders' equity | 225,435 | 209,446 |
| Total liabilities and stockholders' equity | $ 363,926 | $ 355,486 |
[i] Adjusted net income is a non-GAAP measure that management uses to measure and evaluate the company's financial performance. Adjusted Net income in the current quarter excludes a $0.8 million pre-tax legal settlement related to the resolution of a long outstanding personal injury matter, and in the prior year quarter excludes $0.6 million of pre-tax expense related to the Quest Integrity Group acquisition (see accompanying tables).
[ii] Adjusted EBITDA is a non-GAAP measure that management uses to measure and evaluate the company's financial performance. Adjusted EBITDA excludes non-cash share-based compensation expense and charges to SG&A in the current quarter for a $0.8 million pre-tax legal settlement and in the prior year quarter for $0.6 million of pre-tax expense related to the Quest Integrity Group acquisition (see accompanying tables).
CONTACT: Ted W. Owen
(281) 331-6154