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) April 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 April 3, 2012, we disseminated a press release announcing financial results for our third quarter of fiscal year 2012 ending February 29, 2012 and affirming 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 April 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) |
||
| April 3, 2012
(Date) |
/s/ TED W. OWEN
Ted W. Owen Executive Vice President and Chief Financial Officer |
EXHIBIT 99.1
ALVIN, Texas, April 3, 2012 (GLOBE NEWSWIRE) -- Team, Inc., (NYSE:TISI), today reported earnings of $0.10 per diluted share on revenues of $136.5 million for its third quarter ended February 29, 2012. This compares to adjusted earnings of $0.08 per diluted share on revenues of $108.8 million in the prior year third quarter.
Revenues for the nine months ended February 29, 2012 were $435.9 million compared to $346.5 million for the same prior year period, an increase of 26%. Adjusted earnings for the nine months ended February 29, 2012 was $0.95 per diluted share compared to $0.72 per diluted share for the same prior year period, an increase of 32%. Including non-routine items incurred during both the nine month periods, net income reported in accordance with generally accepted accounting principles was $19.1 million ($0.93 per diluted share) in the current year period, versus $15.8 million ($0.79 per diluted share) in the prior year period. A reconciliation of net income reported in accordance with generally accepted accounting principles to "adjusted net income" is provided in the table set forth below.
"While we were pleased with our revenue growth in the quarter, we are disappointed that we did not achieve the operating leverage we would have expected on that growth," said Phil Hawk, Team's Chairman and CEO. "Earnings were negatively impacted by an increase in our accrual for costs associated with medical claims of $1.2 million, $0.7 million of costs associated with newly acquired businesses and $0.6 million of due diligence costs associated with successful and unsuccessful business acquisitions. Those items negatively impacted our earnings by $0.07 per share in the quarter," said Hawk. "Looking ahead, we are pleased with the strong activity levels we are seeing in the spring turnaround season and we continue to expect our full year adjusted earnings to be in the range of $1.55 to $1.70 per fully diluted share on revenues of $605 million to $615 million for the full fiscal year," said Hawk.
Financial Highlights
Earnings Conference Call
In connection with this earnings release, Team will hold its quarterly conference call on Wednesday, April 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 866-713-8565 and use passcode 24183112 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 Feb. 29 (28) | Nine Months Ended Feb. 29 (28) | |||
| 2012 | 2011 | 2012 | 2011 | |
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Revenues | $ 136,523 | $ 108,820 | $ 435,889 | $ 346,462 |
| Operating expenses | 99,920 | 78,083 | 304,393 | 240,435 |
| Gross margin | 36,603 | 30,737 | 131,496 | 106,027 |
| Selling, general and administrative expenses | 33,210 | 27,616 | 100,116 | 82,969 |
| Earnings from unconsolidated affiliates | 63 | 120 | 911 | 755 |
| Operating income | 3,456 | 3,241 | 32,291 | 23,813 |
| Foreign currency (gain) loss | (90) | (42) | 74 | (53) |
| Interest expense, net | 619 | 525 | 1,769 | 1,371 |
| Earnings before income taxes | 2,927 | 2,758 | 30,448 | 22,495 |
| Provision for income taxes | 946 | (1,173) | 11,266 | 6,722 |
| Net income | 1,981 | 3,931 | 19,182 | 15,773 |
| Less: Income (loss) attributable to non-controlling interest | (30) | 34 | 35 | 9 |
| Net income available to common shareholders | $ 2,011 | $ 3,897 | $ 19,147 | $ 15,764 |
| Earnings per common share: | ||||
| Basic | $ 0.10 | $ 0.20 | $ 0.98 | $ 0.82 |
| Diluted | $ 0.10 | $ 0.19 | $ 0.93 | $ 0.79 |
| Weighted average number of shares outstanding: | ||||
| Basic | 19,733 | 19,342 | 19,610 | 19,114 |
| Diluted | 20,728 | 20,403 | 20,600 | 19,914 |
| Divisional revenues: | ||||
| TCM | $ 76,591 | $ 59,745 | $ 244,600 | $ 192,276 |
| TMS | 59,932 | 49,075 | 191,289 | 154,186 |
| $ 136,523 | $ 108,820 | $ 435,889 | $ 346,462 | |
| Adjusted Net income: | ||||
| Net income available to common shareholders | $ 2,011 | $ 3,897 | $ 19,147 | $ 15,764 |
| Legal settlement | -- | -- | 800 | -- |
| Acquisition costs | -- | -- | -- | 632 |
| Tax impact of adjustments | -- | -- | (300) | (253) |
| Non-routine tax benefit | -- | (2,234) | -- | (1,758) |
| Adjusted Net income | $ 2,011 | $ 1,663 | $ 19,647 | $ 14,385 |
| Adjusted Net income per common share: | ||||
| Basic | $ 0.10 | $ 0.09 | $ 1.00 | $ 0.75 |
| Diluted | $ 0.10 | $ 0.08 | $ 0.95 | $ 0.72 |
| Adjusted EBITDA: | ||||
| Operating income ("EBIT") | $ 3,456 | $ 3,241 | $ 32,291 | $ 23,813 |
| Legal settlement | -- | -- | 800 | -- |
| Acquisition costs | -- | -- | -- | 632 |
| Adjusted EBIT | 3,456 | 3,241 | 33,091 | 24,445 |
| Depreciation and amortization | 4,578 | 4,241 | 12,913 | 10,686 |
| Non-cash share-based compensation costs | 898 | 1,158 | 3,518 | 3,848 |
| Adjusted EBITDA | $ 8,932 | $ 8,640 | $ 49,522 | $ 38,979 |
| TEAM, INC. AND SUBSIDIARIES | ||
| SUMMARY CONSOLIDATED BALANCE SHEET INFORMATION | ||
| FEBRUARY 29, 2012 AND MAY 31, 2011 | ||
| (in thousands) | ||
| February 29, | May 31, | |
| 2012 | 2011 | |
| (unaudited) | ||
| Cash and cash equivalents | $ 27,460 | $ 14,078 |
| Other current assets | 168,075 | 176,196 |
| Property, plant and equipment, net | 65,725 | 58,567 |
| Other non-current assets | 120,609 | 106,645 |
| Total assets | $ 381,869 | $ 355,486 |
| Current liabilities | $ 48,878 | $ 59,741 |
| Long term debt net of current maturities | 88,093 | 75,868 |
| Other non-current liabilities | 12,019 | 10,431 |
| Stockholders' equity | 232,879 | 209,446 |
| Total liabilities and stockholders' equity | $ 381,869 | $ 355,486 |
CONTACT: Ted W. Owen
(281) 331-6154