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 2, 2013
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.) |
| 13131 Dairy Ashford, Suite 600 Sugar Land, Texas 77478 |
| (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 April 2, 2013, we disseminated a press release announcing financial results for our third quarter of fiscal year 2013 ended February 28, 2013, and confirming our revised 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.
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.
Exhibit number
Description
99.1
Team, Inc.'s Press Release issued April 2, 2013
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: April 2, 2013 |
/s/ TED W. OWEN Ted W. Owen Executive Vice President and Chief Financial Officer |
EXHIBIT 99.1
SUGAR LAND, Texas, April 2, 2013 (GLOBE NEWSWIRE) -- Team, Inc. (NYSE:TISI) today announced financial results for its fiscal year 2013 third quarter ending February 28, 2013. Team reported an adjusted loss of $0.01 per diluted share versus adjusted earnings of $0.10 per diluted share in the third quarter of the prior year. Revenues for the third quarter were $151.0 million compared to revenues of $136.5 million for the prior year quarter. Adjusted net loss attributable to shareholders was $0.2 million, compared to adjusted net income available to shareholders of $2.0 million in the prior year quarter. The adjusted loss for the quarter excludes a $0.6 million pre-tax, non-routine charge associated with the Venezuelan currency devaluation announced by the government of Venezuela in February 2013. Including this charge, the loss in accordance with generally accepted accounting principles was $0.03 per diluted share and the net loss attributable to shareholders was $0.5 million.
For the fiscal year to date, adjusted earnings were $1.01 per diluted share versus adjusted earnings of $0.95 per diluted share in the first nine months of fiscal 2012. Year to date revenues were $513.1 million compared to $435.9 million in the prior year to date period and adjusted net income available to shareholders was $21.3 million versus adjusted net income available to shareholders of $19.6 million in the first nine months of fiscal 2012.
"In spite of the disappointing results for our third quarter announced on March 14, 2013, we remain on a pace for another record year in fiscal year 2013," said Phil Hawk, Team's Chairman and Chief Executive Officer. "While revenues declined in Canada and Europe for the reasons discussed in our pre-announcement conference call, we still achieved overall revenue growth of nearly 11% in the quarter. We remain confident in our business outlook and the overall strength of our end markets," said Hawk.
Highlights and Other Financial Data for Third Quarter
Fiscal Year 2013 Earnings and Revenue Guidance
On March 14, 2013, Team announced that it lowered its full year earnings guidance for fiscal year 2013 to a range of $1.70 to $1.85 per diluted share and that full fiscal year revenues are expected to be $705 million to $720 million.
Earnings Conference Call
In connection with this earnings release, Team will hold its quarterly conference call on Wednesday, April 3, 2013 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 877-280-4957 and use conference code 86751696 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 125 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 | Nine Months Ended | |||||
| February 28 (29), | February 28 (29), | |||||
| 2013 | 2012 | 2013 | 2012 | |||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||
| Revenues | $ 150,975 | $ 136,523 | $ 513,115 | $ 435,889 | ||
| Operating expenses | 112,084 | 99,920 | 362,224 | 304,393 | ||
| Gross margin | 38,891 | 36,603 | 150,891 | 131,496 | ||
| Selling, general and administrative expenses | 38,278 | 33,210 | 115,280 | 100,116 | ||
| Earnings from unconsolidated affiliates | (4) | 63 | 862 | 911 | ||
| Operating income | 609 | 3,456 | 36,473 | 32,291 | ||
| Foreign currency loss (gain) | 729 | (90) | 917 | 74 | ||
| Interest expense, net | 743 | 619 | 2,019 | 1,769 | ||
| Earnings before income taxes | (863) | 2,927 | 33,537 | 30,448 | ||
| Provision for income taxes | (319) | 946 | 12,409 | 11,266 | ||
| Net income | (544) | 1,981 | 21,128 | 19,182 | ||
| Less: Income attributable to non-controlling interest | (9) | (30) | 166 | 35 | ||
| Net income available to common shareholders | $ (535) | $ 2,011 | $ 20,962 | $ 19,147 | ||
| Earnings per common share: | ||||||
| Basic | $ (0.03) | $ 0.10 | $ 1.04 | $ 0.98 | ||
| Diluted | $ (0.03) | $ 0.10 | $ 0.99 | $ 0.93 | ||
| Weighted average number of shares outstanding: | ||||||
| Basic | 20,387 | 19,733 | 20,104 | 19,610 | ||
| Diluted | 21,311 | 20,728 | 21,078 | 20,600 | ||
| Divisional revenues: | ||||||
| TCM | $ 91,446 | $ 76,591 | $ 312,104 | $ 244,600 | ||
| TMS | 59,529 | 59,932 | 201,011 | 191,289 | ||
| $ 150,975 | $ 136,523 | $ 513,115 | $ 435,889 | |||
| Adjusted Net income: | ||||||
| Net income available to common shareholders | $ (535) | $ 2,011 | $ 20,962 | $ 19,147 | ||
| Venezuelan currency devaluation | 597 | -- | 597 | |||
| Legal settlement | -- | -- | -- | 800 | ||
| Tax impact of adjustments | (221) | -- | (221) | (300) | ||
| Adjusted Net income | $ (159) | $ 2,011 | $ 21,338 | $ 19,647 | ||
| Adjusted Net income per common share: | ||||||
| Basic | $ (0.01) | $ 0.10 | $ 1.06 | $ 1.00 | ||
| Diluted | $ (0.01) | $ 0.10 | $ 1.01 | $ 0.95 | ||
| Adjusted EBITDA: | ||||||
| Operating income ("EBIT") | $ 609 | $ 3,456 | $ 36,473 | $ 32,291 | ||
| Legal settlement | -- | -- | -- | 800 | ||
| Adjusted EBIT | 609 | 3,456 | 36,473 | 33,091 | ||
| Depreciation and amortization | 4,800 | 4,578 | 14,454 | 12,913 | ||
| Non-cash share-based compensation costs | 902 | 898 | 3,022 | 3,518 | ||
| Adjusted EBITDA | $ 6,311 | $ 8,932 | $ 53,949 | $ 49,522 | ||
| TEAM, INC. AND SUBSIDIARIES | ||
| SUMMARY CONSOLIDATED BALANCE SHEET INFORMATION | ||
| FEBRUARY 28, 2013 AND MAY 31, 2012 | ||
| (in thousands) | ||
| February 28, | May 31, | |
| 2013 | 2012 | |
| (unaudited) | ||
| Current assets | $ 234,098 | $ 218,675 |
| Property, plant and equipment, net | 72,503 | 62,041 |
| Other non-current assets | 140,536 | 123,072 |
| Total assets | $ 447,137 | $ 403,788 |
| Current liabilities | $ 55,243 | $ 61,656 |
| Long term debt net of current maturities | 89,063 | 85,872 |
| Other non-current liabilities | 22,224 | 11,259 |
| Stockholders' equity | 280,607 | 245,001 |
| Total liabilities and stockholders' equity | $ 447,137 | $ 403,788 |
CONTACT: Ted W. Owen
(281) 331-6154