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): June 24, 2014

TEAM, Inc.

(Exact Name of Registrant as Specified in 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 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

Item 7.01 Regulation FD Disclosure.

The following information is furnished pursuant to both Item 2.02 and Item 7.01.

On June 24, 2014, we issued a press release pre-announcing selected, unaudited financial results for our fourth quarter of fiscal year 2014 ended May 31, 2014 and revising our earnings guidance regarding expected financial performance for our fiscal year ended May 31, 2014.  A copy of the press release is attached to this Form 8-k as exhibit 99.1. The information in this Item 2.02 and in Exhibit 99.1 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 1.01 Entry into a Material Definitive Agreement.

On June 20, 2014, we amended our Second Amended and Restated Credit Agreement by amending the definition of Fixed Charges to exclude up to $50 million from the calculation of Equity Interest Repurchases which permits us to increase our stock repurchases to $50 million of Team common stock.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit number	Description
99.1	Team, Inc.’s Press Release issued June 24, 2014
10.1	Second Amendment dated June 20 2014, to the Amended and Restated Credit Agreement dated July 22, 2011 among Team, Inc. as the borrower, Bank of America, NA as Administrative Agent, Swing Line Lender and L/C Issuer, and Other Lenders party thereto

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

Executive Vice President and Chief

Financial Officer

Dated: June 24, 2014

EX-99.1

EXHIBIT 99.1

Team, Inc. Pre-Announces Fourth Quarter Earnings, Announces Further Revaluation of Venezuelan Operations; Board Increases Stock Repurchase Authorization to $50 Million

SUGAR LAND, Texas, June 24, 2014 (GLOBE NEWSWIRE) -- Team, Inc. (NYSE:TISI) today pre-announced that it expects to report adjusted earnings for the fourth fiscal quarter ending May 31, 2014, of $0.60 per share (excluding the impact of the currency revaluation discussed below), up 10% compared to $0.54 per share earned in the fourth quarter of fiscal 2013, but below the Company's previously issued adjusted earnings guidance for the current quarter of $0.65 to $0.80 per share. Revenues in the current year quarter of approximately $211 million were at the low end of the Company's previous revenue guidance of $210 million to $225 million, and compared to $201 million of revenue in the prior year quarter.

Using the mid-point of the adjusted earnings guidance, the shortfall of about $0.12 per share is equivalent to about $4 million of operating income (earnings before interest and taxes, or EBIT). Revenues for the quarter are about $6 million less than the mid-point of the Company's revenue guidance. About half of the revenue and operating income shortfall is primarily attributable to project deferrals at Quest Integrity Group. The remainder of the revenue and operating income shortfall is due to slightly lower activity levels for the rest of Team's business units, coupled with higher than originally anticipated corporate and shared support costs.

Team now expects full year revenues to be $750 million and full year adjusted earnings to be about $1.45 per share. Adjusted earnings exclude the impact of the Venezuelan revaluation discussed below and certain other non-routine items discussed in prior fiscal 2014 quarterly earnings releases.

"The lower than forecast inspection project volumes at Quest Integrity Group this year do not reflect lost opportunities, but rather are the result of significant projects being moved into fiscal 2015," said Phil Hawk, Team's Chairman and CEO. "Additionally, there were many other encouraging trends in the fourth quarter: first, we achieved overall double digit revenue growth in our U.S. operations, our best quarterly growth rate in any quarter this year; second, we had improved operating margins in both our Mechanical Services and Inspection and Heat Treating business units; and finally, we finished the quarter with very high activity levels and have positive momentum going in to fiscal 2015. Additionally, we remain bullish on our outlook for fiscal 2015 and beyond; especially, in light of the energy infrastructure build-out expected along the Gulf Coast over the next several years," said Hawk.

Team expects to issue its full year financial statements after the close of market on Tuesday, August 5, 2014. "While we are not prepared yet to discuss our guidance for fiscal 2015, we can announce that our internal budget for fiscal 2015, which is the basis for Team's annual incentive compensation plans, has a revenue target of $842 million and an earnings target of $2.00 per share," said Hawk.

Venezuelan revaluation

In the fourth quarter, Team incurred an additional $2.1 million currency exchange loss associated with a further revaluation of our Venezuelan business. As Team previously reported, it has a small service location in Venezuela whose annual revenues have historically been less than one percent of Team's consolidated revenues. As of the beginning of the fourth quarter, Team began using the nascent market-based, state-run exchange rate, commonly referred to as SICAD-2 (approximately 50 bolivars to the US dollar) to translate local currency financial statements, changing from the SICAD-1 rate (which fluctuated between 10 and 11.8 bolivars per dollar) which had been adopted at the beginning of the third quarter of fiscal 2014. SICAD-2 was initiated by the Central Bank of Venezuela in March 2014.

"Based on recent changes to the operations of Venezuelan currency exchange rate mechanisms, we believe the SICAD-2 rate now represents a more realistic rate at which to translate our local currency financial statements than the SICAD-1 rate," said Ted Owen, Team's Executive Vice President and CFO. "The revaluations in the third and fourth quarters have effectively eliminated any future material exposure to our net investment in Venezuela. We continue to evaluate options with respect to that operation," said Owen. After the revaluation, the total net assets of Team's Venezuelan business is approximately $600 thousand.

Increase in Authorization for Stock Repurchase Plan

Team's Board of Directors has increased the authorization effective immediately to repurchase, in open market transactions, up to $50 million of Team common stock. After consideration of the $13 million of stock repurchases that were completed in the second quarter of fiscal 2014, $37 million in capacity remains under the authorization.

Conference Call

In connection with this release, Team will hold a conference call for investors on Wednesday, June 25, 2014 beginning at 8:00 a.m. Central Time. 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 by phone may call 866-314-5232 and use conference code 42282600.

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.

CONTACT: Ted W. Owen
         (281) 331-6154

EX-10.1

EXHIBIT 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

This Second Amendment to Credit Agreement (this “Second Amendment”), dated as of June 20, 2014, is entered into among TEAM, INC., a Delaware corporation (the “Borrower”), the lenders listed on the signature pages hereof as Lenders (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (the “Administrative Agent”).

BACKGROUND

A.The Borrower, the Lenders and the Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement, dated as of July 22, 2011, as amended by that certain First Amendment to Credit Agreement, dated as of October 4, 2013 (said Credit Agreement, as amended, the “Credit Agreement”; capitalized terms used herein and not defined herein shall have the meanings given them in the Credit Agreement).

B.The Borrower has requested an amendment to the Credit Agreement regarding the treatment of certain Equity Interest Repurchases.

NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are all hereby acknowledged, the Borrower, the Lenders executing this Second Amendment and the Administrative Agent covenant and agree as follows:

1.AMENDMENTS.

(a)The definition of “Fixed Charges” set forth in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

“Fixed Charges” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) Consolidated Interest Charges, (b) the current maturities of long-term Indebtedness, and (c) Equity Interest Repurchases, in each case for the period of four consecutive Fiscal Quarters ending on such date; provided, however, notwithstanding the above, there shall be excluded from the calculation of Equity Interest Repurchases the initial $50,000,000 in aggregate amount of Equity Interest Repurchases after October 4, 2013.

(b)Exhibit E to the Credit Agreement, the Compliance Certificate, is hereby amended to be in the form of Exhibit E to this Second Amendment.

2.REPRESENTATIONS AND WARRANTIES.  By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof:

(a)the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Second Amendment Effective Date as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement and except to the extent that any such representations and warranties are incomplete or inaccurate based upon changes in facts or circumstances from the date such representations and warranties were first made, but where such incompleteness or inaccuracies would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect;

(b)no event has occurred and is continuing which constitutes a Default or an Event of Default;

(c)(i) the Borrower has full power and authority to execute and deliver this Second Amendment, (ii) this Second Amendment has been duly executed and delivered by the Borrower and (iii) this Second Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;

(d)neither the execution, delivery and performance of this Second Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will violate any Law or conflict with any Organization Documents of the Borrower, or any indenture, agreement or other instrument to which the Borrower or any of its property is subject; and

(e)no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this Second Amendment or (ii) the acknowledgement by each Guarantor of this Second Amendment.

3.CONDITIONS TO EFFECTIVENESS.  This Second Amendment shall be effective as of the date of the satisfaction or completion of the following:

(a)the Administrative Agent shall have received counterparts of this Second Amendment executed by the Required Lenders;

(b)the Administrative Agent shall have received counterparts of this Second Amendment executed by the Borrower and acknowledged by each Guarantor; and

(c)the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall require.

4.REFERENCE TO THE CREDIT AGREEMENT.

(a)Upon the effectiveness of this Second Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Credit Agreement, as modified hereby.  This Second Amendment shall be a Loan Document.

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(b)The Credit Agreement, as modified herein, shall remain in full force and effect and is hereby ratified and confirmed.

5.COSTS, EXPENSES AND TAXES.  The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Second Amendment and the other instruments and documents to be delivered hereunder (including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto).

6.GUARANTORS ACKNOWLEDGMENT.  By signing below, each Guarantor (a) acknowledges, consents and agrees to the execution, delivery and performance by the Borrower of this Second Amendment, (b) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this Second Amendment or any of the provisions contemplated herein, (c) ratifies and confirms its obligations under its Guaranty, and (d) acknowledges and agrees that it has no claims or offsets against, or defenses or counterclaims to, its Guaranty.

7.EXECUTION IN COUNTERPARTS.  This Second Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.  For purposes of this Second Amendment, a counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an original.  The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document.

8.GOVERNING LAW; BINDING EFFECT.  This Second Amendment shall be deemed to be a contract made under and governed by and continued in accordance with the internal laws of the State of Texas applicable to agreements made and to be performed entirely within such state, provided that each party shall retain all rights arising under federal law.  This Second Amendment shall be binding upon the parties hereto and their respective successors and assigns.

9.HEADINGS.  Section headings in this Second Amendment are included herein for convenience of reference only and shall not constitute a part of this Second Amendment for any other purpose.

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10.ENTIRE AGREEMENT.  THE CREDIT AGREEMENT, AS AMENDED BY THIS SECOND AMENDMENT, AND THE OTHER LOAN DOCUMENTS, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL  AGREEMENTS BETWEEN THE PARTIES.  THERE ARE NO UNWRITTEN ORAL  AGREEMENTS BETWEEN THE PARTIES.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment by their duly authorized officers as of the date first above written.

TEAM, INC.
By:
	Name:
	Title:

Signature Page to Second Amendment

BANK OF AMERICA, N.A., as Administrative Agent
By:
	Name:
	Title:

BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
By:
	Name:
	Title:

Signature Page to Second Amendment

BRANCH BANKING AND TRUST COMPANY
By:
	Name:
	Title:

Signature Page to Second Amendment

COMPASS BANK
By:
	Name:
	Title:

Signature Page to Second Amendment

JPMORGAN CHASE BANK, N.A.
By:
	Name:
	Title:

Signature Page to Second Amendment

ACKNOWLEDGED AND AGREED TO:

TEAM INDUSTRIAL SERVICES, INC.

By:

Print Name:

Print Title:

TEAM INDUSTRIAL SERVICES

INTERNATIONAL, INC.

By:

Print Name:

Print Title:

TQ ACQUISITION, INC.

By:

Print Name:

Print Title:

QUEST INTEGRITY GROUP, LLC

By:

Print Name:

Print Title:

QUEST INTEGRITY USA, LLC

By:

Print Name:

Print Title:

Signature Page to Second Amendment