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): October 1, 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 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 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 (see General Instruction A.2. below): |
||
| [ ] | 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 October 1, 2012, we disseminated a press release announcing financial results for our first quarter of fiscal year 2013 ended August 31, 2012 and affirming our earnings guidance regarding expected financial performance for our fiscal year ending May 31, 2013. The information in Exhibit 99.1 is being furnished, not filed, pursuant to Item 2.02 of this Form 8-K. By furnishing the information in this Form 8-K and the attached exhibit, we are making no admission as to the materiality of any information in this Form 8-K or the exhibit.
Item 8.01. Other Events.
On October 1, 2012, we disseminated a press release announcing two recent acquisitions. A copy of such press release is furnished herewith as Exhibit 99.1. The information in Exhibit 99.1 is being furnished, not filed, pursuant to Item 8.01 of this Form 8-K. By furnishing the information in this Form 8-K and the attached exhibit, we are making no admission as to the materiality of any information in this Form 8-K or the exhibit.
Item 9.01. Financial Statements and Exhibits.
(c)
Exhibits. The following exhibit is furnished as part of Items 2.02 and 8.01 of this Current Report on Form 8-K:
Exhibit number
Description
99.1
Team, Inc.'s Press Release issued October 1, 2012
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TEAM, Inc. |
||
|
Date: October 1, 2012 |
/s/ TED W. OWEN Ted W. Owen Executive Vice President and Chief Financial Officer |
EXHIBIT 99.1
ALVIN, Texas, Oct. 1, 2012 (GLOBE NEWSWIRE) -- Team, Inc. (NYSE:TISI) today announced financial results for the first quarter of fiscal year 2013 ending August 31, 2012. Team reported earnings of $0.36 per diluted share versus $0.33 per diluted share earned in the first quarter of the prior year. Revenues for the first quarter were $161 million compared to revenues of $141 million for the prior year quarter, a 14% increase.
"We are off to a very good start for fiscal year 2013," said Phil Hawk, Team's Chairman and Chief Executive Officer. "We are especially pleased with our revenue and earnings growth in the quarter given the exceptionally strong first quarter that we enjoyed last year. We are affirming our previously issued earnings guidance for the year of $1.85 to $2.00 per diluted share," said Hawk.
Highlights for First Quarter
Acquisitions of Inspection businesses
In August 2012, Team's subsidiary, Quest Integrity Group, acquired a specialty remote digital video inspection company based in New Zealand and, earlier today, Team acquired the common stock of TCI Services, Inc., an Oklahoma based company specializing in the inspection and repair of above ground storage tanks. The combined annual revenues for both acquired businesses are approximately $24 million and the total consideration for both is expected to be approximately $25 million, subject to adjustments for working capital true-ups and the future performance of the businesses.
"While these acquisitions will be modestly accretive in the near term, our primary interest and focus is on the opportunity to drive attractive additional organic growth by extending these new capabilities across the Team network and use the combination of our new and existing capabilities to provide higher value services to our customers," said Hawk.
Earnings Conference Call
In connection with this earnings release, Team will hold its quarterly conference call on Tuesday, October 2, 2012 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 800-510-9691 and use conference code 75694374 when prompted.
About Team, Inc.
Headquartered near Houston, Texas, Team Inc. is a leading provider of specialty industrial services, including inspection and assessment, 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 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 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 | |||
| August 31 | |||
| 2012 | 2011 | ||
| (unaudited) | (unaudited) | ||
| Revenues | $ 161,492 | $ 141,093 | |
| Operating expenses | 111,956 | 96,646 | |
| Gross margin | 49,536 | 44,447 | |
| Selling, general and administrative expenses | 37,074 | 33,134 | |
| Earnings from unconsolidated affiliates | 362 | 442 | |
| Operating income | 12,824 | 11,755 | |
| Foreign currency loss | 74 | 271 | |
| Interest expense, net | 599 | 583 | |
| Earnings before income taxes | 12,151 | 10,901 | |
| Provision for income taxes | 4,496 | 4,088 | |
| Net income | 7,655 | 6,813 | |
| Less: Income attributable to non-controlling interest | 94 | 19 | |
| Net income available to common shareholders | $ 7,561 | $ 6,794 | |
| Earnings per common share: | |||
| Basic | $ 0.38 | $ 0.35 | |
| Diluted | $ 0.36 | $ 0.33 | |
| Weighted average number of shares | |||
| outstanding: | |||
| Basic | 19,874 | 19,508 | |
| Diluted | 20,866 | 20,490 | |
| Divisional revenues: | |||
| TCM | $ 96,165 | $ 77,033 | |
| TMS | 65,327 | 64,060 | |
| $ 161,492 | $ 141,093 | ||
| EBITDA: | |||
| Operating income | $ 12,824 | $ 11,755 | |
| Depreciation and amortization | 4,573 | 4,139 | |
| Non-cash compensation costs | 883 | 1,159 | |
| EBITDA | $ 18,280 | $ 17,053 | |
| TEAM, INC. AND SUBSIDIARIES | ||
| SUMMARY CONSOLIDATED BALANCE SHEET INFORMATION | ||
| AUGUST 31, 2012 AND MAY 31, 2012 | ||
| (in thousands) | ||
| August 31, | May 31, | |
| 2012 | 2012 | |
| (unaudited) | ||
| Current assets | $ 217,188 | $ 218,675 |
| Property, plant and equipment, net | 64,958 | 62,041 |
| Other non-current assets | 125,171 | 123,072 |
| Total assets | $ 407,317 | $ 403,788 |
| Current liabilities | $ 52,692 | $ 61,656 |
| Long term debt net of current maturities | 87,034 | 85,872 |
| Other non-current liabilities | 11,129 | 11,259 |
| Stockholders' equity | 256,462 | 245,001 |
| Total liabilities and stockholders' equity | $ 407,317 | $ 403,788 |
CONTACT: Ted W. Owen
(281) 331-6154