0001171843-15-000108.txt : 20150106 0001171843-15-000108.hdr.sgml : 20150106 20150106164505 ACCESSION NUMBER: 0001171843-15-000108 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150106 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150106 DATE AS OF CHANGE: 20150106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEAM INC CENTRAL INDEX KEY: 0000318833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS REPAIR SERVICES [7600] IRS NUMBER: 741765729 STATE OF INCORPORATION: TX FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08604 FILM NUMBER: 15510576 BUSINESS ADDRESS: STREET 1: 13131 DAIRY ASHFORD STREET 2: SUITE 600 CITY: SUGAR LAND STATE: TX ZIP: 77478 BUSINESS PHONE: 2813316154 MAIL ADDRESS: STREET 1: 13131 DAIRY ASHFORD STREET 2: SUITE 600 CITY: SUGAR LAND STATE: TX ZIP: 77478 8-K 1 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

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 6, 2015

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:
  [   ]   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 Janaury 6, 2015, we disseminated a press release announcing financial results for our second quarter of fiscal year 2015 ended November 30, 2014and affirming our expectations regarding financial performance for our fiscal year ending May 31, 2015. 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. 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 6, 2015

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: January 6, 2015

   /s/ GREG L. BOANE
Greg L. Boane
Senior Vice President, Chief Financial Officer
EX-99 2 newsrelease.htm PRESS RELEASE Team, Inc. Reports Record Second Quarter Fiscal Year 2015 Results

EXHIBIT 99.1

Team, Inc. Reports Record Second Quarter Fiscal Year 2015 Results

SUGAR LAND, Texas, Jan. 6, 2015 (GLOBE NEWSWIRE) -- Team, Inc. (NYSE:TISI) today announced record financial results for the second quarter ending November 30, 2014 of fiscal year 2015. Team reported earnings of $17.4 million ($0.80 per diluted share), versus adjusted earnings of $13.1 million ($0.62 per diluted share) for the prior year quarter. Revenues for the current year quarter were $240.6 million, a 20% increase compared to revenues of $200.5 million for the prior year quarter. (There were no non-routine adjustments in the current quarter. Adjusted earnings in the prior year quarter excludes $1.4 million (net of tax), or $0.06 per share, of non-routine revaluation gain recognized in the prior year quarter).

Year-to-date revenues were $428.7 million, a 14% increase compared to revenues of $374.8 million for the prior year. Year-to-date adjusted earnings were $24.5 million ($1.12 per diluted share), versus adjusted earnings of $18.0 million ($0.85 per diluted share) for the prior year. (Adjusted earnings in the prior year excludes $0.9 million (net of tax), or $0.04 per share, of non-routine items recognized in the prior year).

"We are very pleased with our excellent second quarter performance. Record revenues coupled with solid service execution across all three of our business segments led to a 33% increase in adjusted earnings over last year," said Ted Owen, Team's President and Chief Executive Officer."With our strong year-to-date results and continued positive momentum across all of our business segments, we remain on-track to achieving our full year earnings budget of $2.00 per diluted share."

Second Quarter Highlights

  • Record revenues ($241 million) and earnings ($0.80 per diluted share).
  • Revenues up 20% in the quarter and 14% year to date.
  • Adjusted earnings before interest and taxes ("Adjusted EBIT") of $28.7 million for the quarter and $40.7 million year to date -- up 32% for the current quarter and up 33% year to date.
  • Adjusted EBIT margin of 11.9% in the quarter and 9.5% year to date -- a full percentage point improvement for both the quarter and year-to-date periods.
  • Operating leverage (defined as the change in Adjusted EBIT divided by the change in revenue) of 17% in the current quarter and 19% year to date.
  • Adjusted EBITDA (Adjusted EBIT plus depreciation, amortization and non-cash compensation expenses) of $35.8 million in the quarter (up 26%) and $54.3 million for the year to date (up 25%).
  • Trailing twelve month ("TTM") Adjusted EBITDA of $89 million -- an 11% margin on TTM revenues of $803 million.
  • All 3 business segments posted record revenues and double digit growth in the current quarter:
    • Inspection & Heat Treating ("IHT") revenues of $134.1 million; up 23% over last year's quarter.
    • Mechanical Services ("MS") revenues of $84.2 million, up 19% over last year's quarter.
    • Quest Integrity revenues of $22.3 million, up 11% over last year's quarter.
  • Net debt of $44 million ($85 million debt less $41 million cash). Net debt to TTM Adjusted EBITDA of 0.50 to 1.
  • Year-to-date capital expenditures of $11.4 million; including $3.7 million associated with the development of a new ERP system.

Earnings Conference Call

In connection with this earnings release, Team will hold its quarterly conference call on Wednesday, January 7, 2015 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 866-318-8612 and use conference code 69427848 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 Six Months Ended
   November 30,  November 30,
  2014 2013 2014 2013
  (unaudited) (unaudited) (unaudited) (unaudited)
Revenues  $ 240,619  $ 200,493  $ 428,740  $ 374,804
Operating expenses  161,777  135,678  293,571  260,992
Gross margin  78,842  64,815  135,169  113,812
         
Selling, general and administrative expenses  50,168  43,422  94,670  84,757
Earnings from unconsolidated affiliates  --   350  --   793
Gain from revaluation of contingent consideration  --   2,138  --   2,138
Operating income  28,674  23,881  40,499  31,986
         
Foreign currency loss   635  140  816  530
Interest expense, net  603  811  1,226  1,419
Earnings before income taxes  27,436  22,930  38,457  30,037
         
Provision for income taxes  9,876  8,333  13,844  10,963
Net income 17,560 14,597 24,613 19,074
         
Less: Income attributable to non-controlling interest 194 172 216 139
Net income available to common shareholders  $ 17,366  $ 14,425  $ 24,397  $ 18,935
         
Earnings per common share:        
Basic  $ 0.84  $ 0.71  $ 1.19  $ 0.93
Diluted   $ 0.80  $ 0.68  $ 1.12  $ 0.89
         
Weighted average number of shares outstanding:        
Basic  20,645  20,409  20,574  20,459
Diluted   21,844  21,233  21,828  21,323
         
TEAM, INC. AND SUBSIDIARIES
ADDITIONAL FINANCIAL INFORMATION
(in thousands, except per share data)
         
  Three Months Ended Six Months Ended
  November 30, November 30,
  2014 2013 2014 2013
  (unaudited) (unaudited) (unaudited) (unaudited)
Adjusted Net income:        
Net income available to common shareholders  $ 17,366  $ 14,425  $ 24,397  $ 18,935
Non-routine revaluation contingent consideration  --   (2,138)  --   (2,138)
Non-routine acquisition costs  --   --   164  -- 
Non-routine severance costs  --   --   --   742
Tax impact of adjustments  --   780  (59)  505
Adjusted Net income  $ 17,366  $ 13,067  $ 24,502  $ 18,044
         
Adjusted Net income per common share:        
Basic  $ 0.84  $ 0.64  $ 1.19  $ 0.88
Diluted   $ 0.80  $ 0.62  $ 1.12  $ 0.85
         
Adjusted EBITDA:        
Operating income ("EBIT")  $ 28,674  $ 23,881  $ 40,499  $ 31,986
Non-routine revaluation contingent consideration  --   (2,138)  --   (2,138)
Non-routine acquisition costs  --   --   164  -- 
Non-routine severance costs  --   --   --   742
Adjusted EBIT  28,674  21,743  40,663  30,590
Depreciation and amortization  5,635  5,308  11,164  10,691
Non-cash share-based compensation costs  1,490  1,340  2,465  2,210
Adjusted EBITDA  $ 35,799  $ 28,391  $ 54,292  $ 43,491
         
Segment Data:        
Revenues:        
IHT  $ 134,080  $ 109,427  $ 239,674  $ 205,260
MS  84,221  70,987  152,067  136,756
Quest  22,318  20,079  36,999  32,788
   $ 240,619  $ 200,493  $ 428,740  $ 374,804
         
Adjusted EBIT:        
IHT  $ 21,999  $ 15,562  $ 34,286  $ 25,745
MS  8,809  7,380  15,677  14,181
Quest  6,350  5,512  7,117  4,816
Corporate and shared support  (8,484)  (6,711)  (16,417)  (14,152)
   $ 28,674  $ 21,743  $ 40,663  $ 30,590
         
Adjusted EBITDA:        
IHT  $ 24,067  $ 17,491  $ 38,355  $ 29,756
MS  10,693  9,192  19,425  17,771
Quest  7,770  6,877  9,942  7,506
Corporate and shared support  (6,731)  (5,169)  (13,430)  (11,542)
   $ 35,799  $ 28,391  $ 54,292  $ 43,491
         
TEAM, INC. AND SUBSIDIARIES
SUMMARY CONSOLIDATED BALANCE SHEET INFORMATION
NOVEMBER 30, 2014 AND MAY 31, 2014
(in thousands)
     
  November 30, May 31,
  2014 2014
  (unaudited)  
     
Current assets  $ 299,560  $ 248,814
     
Property, plant and equipment, net  91,975  89,961
     
Other non-current assets  142,168  146,166
     
Total assets  $ 533,703  $ 484,941
     
Current liabilities  $ 89,280  $ 75,143
     
Long term debt net of current maturities  85,281  73,721
     
Other non-current liabilities  18,688  19,032
     
Stockholders' equity  340,454  317,045
     
Total liabilities and stockholders' equity  $ 533,703  $ 484,941
     
TEAM, INC. AND SUBSIDIARIES
SUMMARY CONSOLIDATED CASH FLOW INFORMATION
NOVEMBER 30, 2014 AND NOVEMBER 30, 2013
(in thousands)
     
  Six Months Ended
  November 30,
  2014 2013
  (unaudited) (unaudited)
Net income  $ 24,613  $ 19,074
     
Depreciation, amortization and non-cash share based compensation expense 13,629 12,901
     
Gain on contingent consideration revaluation  --  (2,138)
     
Working capital changes (29,083) (11,819)
     
Other items affecting operating cash flow (21) 3,200
     
Net cash provided by operating activities  $ 9,138  $ 21,218
     
Capital expenditures (11,425) (13,619)
     
Cash used for business acquisitions, net (2,949) (10,175)
     
Other items affecting investing cash flow 323 207
     
Net cash used in investing activities ($14,051) ($23,587)
     
Borrowings of debt, net 13,000 18,000
     
Deferred consideration payments (1,000)  (1,000)
     
Purchases of treasury stock  -- (13,334)
     
Cash associated with share-based payment arrangements, net 1,054 974
     
Net cash provided by financing activities $13,054 $4,640
     
Effect of exchange rate changes (1,776) 159
     
Change in cash and cash equivalents  $ 6,365  $ 2,430
      
CONTACT: Greg L. Boane (281) 388-5541