Team, Inc
TEAM INC (Form: 10-Q, Received: 01/09/2008 12:41:17)
Index to Financial Statements

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 


(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2007

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period              to             

Commission file number 001-08604

 


TEAM, INC.

(Exact name of registrant as specified in its charter)

 


 

Texas   74-1765729

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

200 Hermann Drive, Alvin, Texas   77511
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (281) 331-6154

 


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ¨     Accelerated filer   x     Non-accelerated filer   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x

On December 31, 2007, there were 18,271,963 shares of the Registrant’s common stock outstanding.

 



Index to Financial Statements

TEAM, INC.

INDEX

 

              Page No.

PART I

  FINANCIAL INFORMATION   
  Item 1.    Consolidated Condensed Financial Statements    3
     Consolidated Condensed Balance Sheets—November 30, 2007 (Unaudited) and May 31, 2007    3
     Unaudited Consolidated Condensed Statements of Operations for the Three and Six Months Ended November 30, 2007 and 2006    4
     Unaudited Consolidated Condensed Statement of Stockholders’ Equity for the Six Months Ended November 30, 2007    5
     Unaudited Consolidated Condensed Statements of Cash Flows for the Six Months Ended November 30, 2007 and 2006    6
     Notes to Unaudited Consolidated Condensed Financial Statements    7
  Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations    15
  Item 3.    Quantitative and Qualitative Disclosures about Market Risk    18
  Item 4.    Controls and Procedures    18

PART II

  OTHER INFORMATION    18
  Item 1.    Legal Proceedings    18
  Item 1A.    Risk Factors    19
  Item 4.    Submission of Matters to a Vote of Security Holders    19
  Item 5.    Other Information    19
  Item 6.    Exhibits    19

SIGNATURES

   20

Certification of CEO Pursuant to Section 302

  

Certification of CFO Pursuant to Section 302

  

Certification of CEO Pursuant to Section 906

  

Certification of CFO Pursuant to Section 906

  

 

2


Index to Financial Statements

PART I—FINANCIAL INFORMATION

 

ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

TEAM, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands except share and per share data)

 

     November 30,
2007
   May 31,
2007
 
     (unaudited)       

ASSETS

     

Current Assets:

     

Cash and cash equivalents

   $ 5,770    $ 4,335  

Receivables, net of allowance of $3,742 and $2,348

     112,159      84,496  

Inventories

     13,451      11,518  

Prepaid expenses and other current assets

     4,776      7,164  
               

Total Current Assets

     136,156      107,513  

Property, plant and equipment, net

     47,247      35,166  

Intangible assets, net of accumulated amortization of $917 and $792

     333      458  

Goodwill

     51,330      26,452  

Other assets, net

     1,412      1,465  
               

Total Assets

   $ 236,478    $ 171,054  
               

LIABILITIES AND STOCKHOLDERS’ EQUITY

     

Current Liabilities:

     

Current portion of long-term debt

   $ 5,648    $ 4,862  

Accounts payable

     13,950      10,560  

Other accrued liabilities

     20,690      15,906  

Insurance note payable

     1,895      4,734  

Current income taxes payable

     2,361      —    

Deferred income taxes

     338      1,222  
               

Total Current Liabilities

     44,882      37,284  

Deferred income taxes

     1,481      486  

Long-term debt

     88,659      48,774  
               

Total Liabilities

     135,022      86,544  

Minority interest

     297      307  

Commitments and contingencies

     

Stockholders’ Equity:

     

Preferred stock, 500,000 shares authorized, none issued

     —        —    

Common stock, par value $.30 per share, 30,000,000 shares authorized; 18,280,663 and 19,896,438 shares issued

     5,480      2,984  

Treasury stock at cost, 0 and 1,018,308 shares

     —        (5,032 )

Additional paid-in capital

     48,605      49,159  

Retained earnings

     45,072      36,447  

Accumulated other comprehensive income

     2,002      645  
               

Total Stockholders’ Equity

     101,159      84,203  
               

Total Liabilities and Stockholders’ Equity

   $ 236,478    $ 171,054  
               

See notes to unaudited consolidated condensed financial statements.

 

3


Index to Financial Statements

TEAM, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(in thousands except per share data)

 

    

Three Months Ended

November 30,

  

Six Months Ended

November 30,

     2007    2006    2007    2006
     (unaudited)    (unaudited)    (unaudited)    (unaudited)

Revenues

   $ 122,310    $ 83,185    $ 225,798    $ 148,924

Operating expenses

     80,456      52,769      151,637      96,716
                           

Gross margin

     41,854      30,416      74,161      52,208

Selling, general and administrative expenses

     26,354      18,691      50,392      36,386

Bad debt expense

     947      1,412      1,448      1,836
                           

Operating income

     14,553      10,313      22,321      13,986

Interest expense, net

     1,713      1,121      3,464      2,142
                           

Earnings before income taxes

     12,840      9,192      18,857      11,844

Provision for income taxes

     5,024      3,725      7,529      4,855
                           

Net income

   $ 7,816    $ 5,467    $ 11,328    $ 6,989
                           

Net income per share—basic

   $ 0.43    $ 0.31    $ 0.63    $ 0.40

Net income per share—diluted

   $ 0.40    $ 0.29    $ 0.58    $ 0.37

Weighted averages shares outstanding—basic

     18,164      17,412      18,044      17,354

Weighted averages shares outstanding—diluted

     19,685      18,884      19,550      18,794

See notes to unaudited consolidated condensed financial statements.

 

4


Index to Financial Statements

TEAM, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

(in thousands)

 

    

Common

Stock

  

Treasury

Stock

   

Additional

Paid-in

Capital

   

Retained

Earnings

   

Accumulated

Other

Comprehensive

Income (Loss)

   

Total

Stockholders’

Equity

 

Balance at May 31, 2007

   $ 2,984    $ (5,032 )   $ 49,159     $ 36,447     $ 645     $ 84,203  

Net income

     —        —         —         11,328       —         11,328  

Foreign currency translation adjustment

     —        —         —         —         1,938       1,938  

Interest rate swap

     —        —         —         —         (581 )     (581 )

Stock split

     2,397      5,032       (4,726 )     (2,703 )     —         —    

Shares issued

     1      —         59       —         —         60  

Non-cash compensation

     —        —         1,048       —         —         1,048  

Exercise of stock options

     98      —         1,590       —         —         1,688  

Tax benefit from exercise of stock options

     —        —         1,475       —         —         1,475  
                                               

Balance at November 30, 2007

   $ 5,480      —       $ 48,605     $ 45,072     $ 2,002     $ 101,159  
                                               

See notes to unaudited consolidated condensed financial statements.

 

5


Index to Financial Statements

TEAM, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

 

    

Six Months Ended

November 30,

 
     2007     2006  
     (unaudited)     (unaudited)  

Cash Flows From Operating Activities:

    

Net income

   $ 11,328     $ 6,989  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     4,941       3,437  

Gain (loss) on asset sales

     15       (82 )

Amortization of deferred loan costs

     137       202  

Allowance for doubtful accounts

     1,394       1,836  

Minority interest in earnings and other

     (10 )     89  

Deferred income taxes

     12       (550 )

Non-cash compensation cost

     1,048       595  

Changes in assets and liabilities, net of effects from business acquisitions:

    

(Increase) decrease:

    

Accounts receivable

     (15,994 )     (8,260 )

Inventories

     (1,551 )     47  

Prepaid expenses and other current assets

     3,080       2,747  

Increase (decrease):

    

Accounts payable

     139       1,651  

Other accrued liabilities

     1,764       (4,574 )

Income taxes payable

     2,361       (595 )
                

Net cash provided by operating activities

     8,664       3,532  

Cash Flows From Investing Activities:

    

Capital expenditures

     (14,135 )     (7,249 )

Proceeds from sale of assets

     13       206  

Business acquisitions, net of cash acquired

     (34,409 )     —    

(Increase) decrease in other assets, net

     (665 )     263  
                

Net cash used in investing activities

     (49,196 )     (6,780 )

Cash Flows From Financing Activities:

    

Net borrowings under revolving credit agreement

     43,100       9,140  

Payments related to term loans and financing arrangements

     (2,429 )     (2,626 )

Tax benefit of stock option exercises

     1,475       332  

Insurance note payments

     (2,840 )     (2,010 )

Issuance of common stock

     1,748       904  
                

Net cash provided by financing activities

     41,054       5,740  

Effect of exchange rate changes on cash

     913       (346 )

Net increase in cash and cash equivalents

   $ 1,435     $ 2,146  

Cash and cash equivalents at beginning of period

   $ 4,335     $ 2,578  

Cash and cash equivalents at end of period

   $ 5,770     $ 4,724  

See notes to unaudited consolidated condensed financial statements.

 

6


Index to Financial Statements

TEAM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED CONDENSED

FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

Introduction. Unless otherwise indicated, the terms “Team, Inc.,” “Team,” “the Company,” “we,” “our” and “us” are used in this report to refer to Team, Inc., to one or more of our consolidated subsidiaries or to all of them taken as a whole. Our corporate headquarters is located at 200 Hermann Drive, Alvin, Texas, 77511 and our telephone number is (281) 331-6154. Our stock is traded on the NASDAQ under the symbol “TISI” and our fiscal year ends on May 31 of each calendar year.

We are a leading provider of specialty maintenance and construction services required in maintaining high temperature and high pressure piping systems and vessels that are utilized extensively in heavy industries. We offer an array of complimentary services including:

 

   

leak repair,

 

   

hot tapping,

 

   

fugitive emissions control,

 

   

field machining,

 

   

technical bolting,

 

   

field valve repair,

 

   

non-destructive testing, and

 

   

field heat treating.

We offer these services in over 80 locations throughout the United States, Aruba, Canada, Singapore, Trinidad and Venezuela.

Basis for Presentation. These interim financial statements are unaudited, but in the opinion of our management, reflect all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of results for such periods. The consolidated condensed balance sheet at May 31, 2007 is derived from the May 31, 2007 audited consolidated financial statements. The results of operations for any interim period are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto contained in our annual report on Form 10-K for the fiscal year ended May 31, 2007.

Consolidation .  Our consolidated condensed financial statements include the financial statements of Team, Inc. and our majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Minority interest is recognized for the portion not owned by us. Certain amounts in prior years have been reclassified to conform to the current year presentation.

Use of Estimates. Our accounting policies conform to Generally Accepted Accounting Principles in the United States (“GAAP”). Our most significant accounting policies are described below. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect our reported financial position and results of operations. We review significant estimates and judgments affecting our consolidated financial statements on a recurring basis and record the effect of any necessary adjustments prior to their publication. Estimates and judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things, (1) aspects of revenue recognition, (2) analyzing tangible and intangible assets for possible impairment, (3) assessing future tax exposure and the realization of tax assets, (4) estimating various factors used to accrue liabilities for workers compensation, auto, medical and general liability, (5) establishing an allowance for uncollectible accounts receivable, and (6) estimating the useful lives of our assets.

Fair Value of Financial Instruments . Our financial instruments consist primarily of cash, cash equivalents, accounts receivable, accounts payable and debt obligations. The carrying amount of cash, cash equivalents, trade accounts receivable and trade accounts payable are representative of their respective fair values due to the short-term maturity of these instruments. The fair value of our credit facility is representative of the carrying value based upon the variable terms and management’s opinion that the current rates available to us with the same maturity and security structure are equivalent to that of the credit facility.

Cash and Cash Equivalents . Cash and cash equivalents consist of all demand deposits and funds invested in highly liquid short-term investments with original maturities of three months or less.

 

7


Index to Financial Statements

Inventories. Inventories are stated at the lower of cost (first-in, first-out method) or market. Inventories include material, labor and certain fixed overhead costs.

Property, Plant and Equipment. Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of assets are computed by the straight-line method over the following estimated useful lives of the assets:

 

Classification

   Life

Buildings

   20-40 years

Leasehold improvements

   2-10 years

Machinery and equipment

   2-10 years

Furniture and fixtures

   2-10 years

Computers and computer software

   2-5 years

Automobiles

   2-5 years

Goodwill and Other Intangible Assets. Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but are instead tested for impairment at least annually in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Statement No. 142, Goodwill and Other Intangible Assets . Intangible assets with estimated useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with FASB Statement No. 144, Accounting for Impairment or Disposal of Long-Lived Assets .

Income Taxes. We follow the guidance in FASB Statement No. 109, Accounting for Income Taxes , which requires that we use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant temporary differences. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax payable and related tax expense together with assessing temporary differences resulting from differing treatment of certain items, such as depreciation, for tax and accounting purposes. These differences can result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized, we must establish a valuation allowance. We consider all available evidence, both positive and negative, to determine whether, based on the weight of the evidence, a valuation allowance is needed. Evidence used includes information about our current financial position and our results of operations for the current and preceding years, as well as all currently available information about future years, including our anticipated future performance, the reversal of deferred tax liabilities and tax planning strategies.

Allowance for Doubtful Accounts. In the ordinary course of business, a percentage of our accounts receivable are not collected due to billing disputes, customer bankruptcies, dissatisfaction with the services we performed and other various reasons. To account for those accounts that will eventually be deemed uncollectible we establish an allowance. The allowance for doubtful accounts is based on a combination of our historical experience and management’s review of outstanding accounts receivable.

Workers’ Compensation, Auto, Medical and General Liability Accruals. In accordance with FASB Statement No. 5, Accounting for Contingencies , we record a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We review our loss contingencies on an ongoing basis to ensure that we have appropriate reserves recorded on our balance sheet. These reserves are based on historical experience with claims incurred but not received, estimates and judgments made by management, applicable insurance coverage for litigation matters, and are adjusted as circumstances warrant. For workers’ compensation and automobile liability claims, our self-insured retention is $250,000 per case. For medical claims, our self-insured retention is $150,000 per individual claimant determined on an annual basis. Our estimates and judgments could change based on new information, changes in laws or regulations, changes in management’s plans or intentions, or the outcome of legal proceedings, settlements or other factors.

Revenue Recognition. We determine our revenue recognition guidelines for our operations based on guidance provided in applicable accounting standards and positions adopted by the FASB or the Securities and Exchange Commission (“SEC”). Most of our projects are short-term in nature and we predominantly derive revenues by providing a variety of industrial services on a time and material basis. For all of these services our revenues are recognized when services are rendered or when product is shipped and risk of ownership passes to the customer. However, due to various contractual terms with our customers, at the end of any reporting period there may be earned but unbilled revenue that is accrued to properly match revenues with related costs. At November 30, 2007 and May 31, 2007, the amount of earned but unbilled revenue included in accounts receivable was $12.3 million and $6.6 million, respectively.

 

8


Index to Financial Statements

Concentration of Credit Risk. No single customer accounts for more than 10% of consolidated revenues.

Earnings Per Share. Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share is computed by dividing net income by the sum of (1) the weighted-average number of common shares outstanding during the period and (2) the dilutive effect of the assumed exercise of stock options using the treasury stock method. There is no difference, for any of the periods presented, in the amount of net income (numerator) used in the computation of basic and diluted earnings per share. With respect to the number of weighted average shares outstanding (denominator), diluted shares reflects only the additional pro forma exercise of options to acquire common stock to the extent that the options’ prices are less than the average market price of common shares during the period.

Options to purchase 632,000 shares of common stock were outstanding during the six month period ended November 30, 2006 but were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of common shares during the period. All outstanding options to purchase common shares were included in the computation of diluted earnings per share for the three and six month period ended November 30, 2007.

Foreign Currency . For subsidiaries whose functional currency is not the United States dollar, assets and liabilities are translated at period ending rates of exchange and revenues and expenses are translated at period average exchange rates. Translation adjustments for the asset and liability accounts are included as a separate component of accumulated other comprehensive income in stockholders’ equity. There were no material transaction gains or losses in any periods presented.

Accounting Principles Adopted

FASB No. 151. In November 2004, the FASB issued FASB No. 151, Inventory Costs—an amendment of ARB 43, Chapter 4 (“FASB No. 151”). FASB No. 151 clarifies the accounting for excessive amounts of idle facility expense, freight, handling costs and wasted material and requires that the allocation of fixed production overheads to the costs of conversion of inventory be based on the normal capacity of the production facilities. The adoption of this statement on June 1, 2006 did not have a material effect on our results of operations, financial position or cash flows.

FASB No. 154. In May 2005, the FASB issued FASB No. 154, Accounting Changes and Error Corrections—A Replacement of APB Opinion No. 20 and FASB Statement No. 3 (“FASB No. 154”). FASB No. 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. FASB No. 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of FASB No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this statement on June 1, 2006 did not have a material effect on our results of operations, financial position or cash flows.

SAB No. 108. In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108 (“SAB No. 108”). SAB No. 108 addresses how the effects of prior year uncorrected financial statement misstatements should be considered in current year financial statements. SAB No. 108 requires registrants to quantify misstatements using both balance sheet and income statement approaches and to evaluate whether either approach results in quantifying an error that is material after all of the relevant quantitative and qualitative factors are considered. SAB No. 108 was effective for annual financial statements covering the first fiscal year ending after November 15, 2006 and is effective for our fiscal year ended May 31, 2007. The adoption of SAB No. 108 did not have a material effect on our results of operations, financial position or cash flows.

FIN No. 48. In June 2006, the FASB issued Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes . The interpretation prescribes a recognition threshold and measurement criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

We adopted the provisions of FIN 48 on June 1, 2007. The adoption of FIN 48 did not have a material impact on our consolidated financial condition, results of operations or cash flows. At November 30, 2007 we have established liabilities for tax uncertainties of $2.2 million, which includes $0.4 million of interest. These liabilities are primarily associated with a prior acquisition. To the extent these uncertainties are ultimately resolved favorably, the resultant reduction of recorded liabilities would be applied to reduce the balance of goodwill or deferred taxes and would have no effect on our effective tax rate. Because of the status of the ongoing examinations it is not possible to estimate the impact, if any, to previously recorded uncertain tax positions within the next 12 months. In accordance with FIN 48, paragraph 19, our policy is to recognize interest and penalties related to unrecognized tax benefits through the tax provision.

        We file income tax returns in the U.S. with federal and state jurisdictions as well as various foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for fiscal years prior to fiscal year 2003. We are currently undergoing an examination by the Internal Revenue Service and Revenue Canada with an anticipated closing date by the end of fiscal year 2008. We believe there is appropriate support for the income tax positions taken and to be taken on our tax returns and that our accruals for tax liabilities are adequate for all open tax years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter.

 

9


Index to Financial Statements

EITF 06-3. In June 2006, the FASB’s Emerging Issues Task Force (the “Task Force”) issued consensus 06-3 , How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation) (“EITF 06-3”). In EITF 06-3, the Task Force reached a consensus that the presentation of tax assessed by a governmental authority that is both imposed on and concurrent with a specific revenue-producing transaction between a seller and a customer and disclosed on either a gross basis (included in revenues and costs) or a net basis (excluded from revenues) is an accounting policy decision that should be disclosed. In addition, for any such taxes that are reported on a gross basis, an entity should disclose the amounts of those taxes in interim and annual financial statements for each period for which an income statement is presented if those amounts are significant. EITF 06-3 is effective for reporting periods beginning after December 15, 2006. The adoption of EITF 06-3 on June 1, 2007 did not have a material effect on our results of operations, financial position or cash flows.

Accounting Principles Not Yet Adopted

FASB No. 157. In September 2006, the FASB issued FASB No. 157, Fair Value Measurements (“FASB No. 157”). FASB No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosure requirements regarding fair value measurement. Where applicable, this statement simplifies and codifies fair value related guidance previously issued within GAAP. FASB No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We do not anticipate FASB No. 157 will have a material effect on our results of operations, financial position or cash flows.

FASB No. 159 . In February 2007, the FASB issued FASB No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment to FASB Statement No. 115 (“FASB No. 159”). FASB No. 159 permits entities to choose to measure certain financial instruments and other items at fair value that are not currently required to be measured at fair value. It also creates presentation and disclosure requirements that will enhance comparability between entities that choose different measurement attributes for similar types of assets and liabilities. FASB No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We do not anticipate FASB No. 159 will have a material effect on our results of operations, financial position or cash flows.

2. ACQUISITION

On June 1, 2007, we acquired all the stock of Aitec, Inc. (“Aitec”) for $33.8 million, plus working capital adjustments and professional fees. Aitec is a non-destructive testing and inspection services company headquartered near Toronto, Ontario with 13 service locations across Canada. Financing for the acquisition was obtained through our bank syndicate. We are in the early stages of determining the fair values of the assets and liabilities assumed. Preliminary information regarding the allocation of the purchase price is set forth below (in thousands):

 

Classification

   (unaudited)

Accounts receivable

   $ 13,063

Inventory

     382

Prepaids and other current assets

     692

Property, plant and equipment

     2,354

Unallocated purchase price

     24,289
      

Total assets acquired

   $ 40,780
      

Accounts payable

   $ 3,251

Accrued liabilities and other

     3,021

Deferred taxes

     99
      

Total liabilities assumed

     6,371
      

Net assets acquired

   $ 34,409
      

 

10


Index to Financial Statements

Our unaudited pro forma consolidated results of operations are shown below as if the acquisition of Aitec had occurred at the beginning of the fiscal year 2007. These results are not necessarily indicative of the results which would actually have occurred if the purchase had taken place at the beginning of the period, nor are they necessarily indicative of future results (in thousands, except per share data).

 

    

Pro forma data

(unaudited)

  

Pro forma data

(unaudited)

    

Three months

ended November 30,

2006

  

Six months

ended November 30,

2006

Revenues

   $ 96,676    $ 173,419

Net income

   $ 6,145    $ 8,059

Earnings per share:

     

Basic

   $ 0.35    $ 0.46

Diluted

   $ 0.33    $ 0.43

3. RECEIVABLES

A summary of accounts receivables as of November 30, 2007 and May 31, 2007 is as follows (in thousands):

 

    

November 30,

2007

   

May 31,

2007

 

Trade accounts receivable

   $ 103,578     $ 80,277  

Unbilled revenues

     12,323       6,567  

Allowance for doubtful accounts

     (3,742 )     (2,348 )
                

Total

   $ 112,159     $     84,496  
                

4. INVENTORIES

A summary of inventory as of November 30, 2007 and May 31, 2007 is as follows (in thousands):

 

    

November 30,

2007

  

May 31,

2007

Raw materials

   $ 3,323    $ 2,870

Work in progress

     445      358

Finished goods

     9,683      8,290
             

Total

   $   13,451    $     11,518
             

5. PROPERTY, PLANT AND EQUIPMENT

A summary of property, plant and equipment as of November 30, 2007 and May 31, 2007 is as follows (in thousands):

 

    

November 30,

2007

   

May 31,

2007

 

Land

   $ 988     $ 955  

Buildings and leasehold improvements

     7,422       7,118  

Machinery and equipment

     63,728       53,670  

Furniture and fixtures

     1,508       1,400  

Computers and computer software

     4,419       3,884  

Automobiles

     2,108       2,106  

Construction in progress

     6,610       578  
                

Total

     86,783       69,711  

Accumulated depreciation and amortization

     (39,536 )     (34,545 )
                

Property, plant and equipment, net

   $ 47,247     $     35,166  
                

Included in construction in progress is approximately $5 million of land in the Houston area that will become the home of our new multi-use facility encompassing our corporate headquarters, TMS manufacturing and equipment center, and global training activities.

 

11


Index to Financial Statements

6. OTHER ACCRUED LIABILITIES

A summary of other accrued liabilities as of November 30, 2007 and May 31, 2007 is as follows (in thousands):

 

    

November 30,

2007

  

May 31,

2007

Payroll and other compensation expenses

   $ 12,279    $ 9,509

Insurance accruals

     3,354      2,583

Property, sales and other taxes

     562      527

Interest

     1,226      —  

Auto lease rebate

     1,086      1,366

Other

     2,183      1,921
             

Total

   $   20,690    $   15,906
             

7. LONG-TERM DEBT

In January 2006, we entered into a three-year enterprise agreement with a vendor for server and desktop volume licensing with software assurance. The Software Licensing Note for the agreement was provided by the vendor under a three year non-interest bearing note. The note has been discounted at 7.3%, which was our effective borrowing rate. The discount of $0.1 million is amortizing to interest expense over the term of the note.

On May 31, 2007, in anticipation of our acquisition of Aitec, we amended and restated our existing banking facility comprised of a term loan and a revolving credit facility (collectively, the “Credit Facility”). The Credit Facility provides us with a $120 million revolving line of credit and a $15 million term loan through a banking syndicate. The Credit Facility permits us to increase the revolving line of credit up to $145 million subject to certain conditions and provided that our lenders are willing to increase the size of their commitment. The Credit Facility bears interest based on a variable Eurodollar rate option (currently LIBOR plus 1.5%). The margin is set based on our financial covenants as set forth in the Credit Facility. The Credit Facility matures in May 2012. At November 30, 2007, there are $1.2 million of capitalized loan costs which are being amortized over the life of the Credit Facility. The Credit Facility is secured by virtually all of our assets and contains financial covenants and restrictions on the creation of liens on assets, the acquisition or sale of subsidiaries and the incurrence of certain liabilities. At November 30, 2007 we were in compliance with all financial covenants of the Credit Facility.

A summary of long-term debt as of November 30, 2007 and May 31, 2007 is as follows (in thousands):

 

    

November 30,

2007

  

May 31,

2007

Revolving loan portion of the Credit Facility

   $ 81,115    $ 38,015

Term loan portion of the Credit Facility

     12,750      15,000

Software Licensing Note

     396      554

Auto loans

     46      67
             
     94,307      53,636

Less current portion

     5,648      4,862
             

Long-term debt, excluding current installments

   $   88,659    $   48,774
             

FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (“FASB No. 133”), established accounting and reporting standards requiring that derivative instruments be recorded at fair value and included in the balance sheet as assets or liabilities. The accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative and the resulting designation, which is established at the inception date of a derivative. Special accounting for derivatives qualifying as fair value hedges allows a derivative’s gains and losses to offset related results on the hedged item in the statement of earnings. For derivative instruments designated as cash flow hedges, changes in fair value, to the extent the hedge is effective, are recognized in other comprehensive income until the hedged item is recognized in earnings. Hedge effectiveness is measured at least quarterly based on the relative cumulative changes in fair value between the derivative contract and the hedged item over time.

In May 2007, we entered into an interest rate swap with our bank to hedge at a fixed pay rate of 4.97%, a portion of the variable cash flows associated with the variable Eurodollar interest expense on our Credit Facility. The portion of the Credit Facility hedged begins with a notional value of $30 million effective June 1, 2007 and decreases to $16.3 million by March 1, 2010. Changes in the cash flows of the interest rate swap are expected to be highly effective in offsetting the changes in cash flows attributable to fluctuations in the variable LIBOR rate on the notional amounts of the Credit Facility. The interest rate swap agreement is designated as a cash flow hedge, with the changes in fair value, to the extent the swap agreement is effective, recognized in other comprehensive income until the hedged interest expense is recognized in earnings.

 

12


Index to Financial Statements

In order to secure our insurance programs we are required to post letters of credit generally issued by a bank as collateral. A letter of credit commits the issuer to remit specified amounts to the holder, if the holder demonstrates that we failed to meet our obligations under the letter of credit. If this were to occur, we would be obligated to reimburse the issuer for any payments the issuer was required to remit to the holder of the letter of credit. At November 30, 2007, we were contingently liable for outstanding stand-by letters of credit totaling $5.6 million. Outstanding letters of credit reduce amounts available under our Credit Facility and are considered as having been funded for purposes of calculating our financial covenants under the Credit Facility.

8. INDUSTRY SEGMENT INFORMATION

Revenues from continuing operations and long-lived assets in the United States and other countries are as follows (in thousands):

 

     Three Months Ended
November 30,
  

Six Months Ended

November 30,

     2007    2006    2007    2006

Revenue

           

United States

     93,039      70,936    $   169,084    $   127,421

Canada

     25,149      7,950      48,706      13,720

Other foreign countries

     4,122      4,299      8,008      7,783
                           

Total

   $   122,310    $   83,185    $ 225,798    $ 148,924
                           
              

November 30,

2007

  

May 31,

2007

Total Assets

           

United States

         $ 160,553    $ 139,735

Canada

           64,735      17,051

Other foreign countries

           11,190      14,268
                   

Total

         $ 236,478    $ 171,054
                   

9. SHARE-BASED PAYMENTS

We have adopted various stock option plans pursuant to which the Board of Directors may grant stock options to officers and key employees. At November 30, 2007, there were approximately 2,886,000 stock options under the plans outstanding to officers, directors, and key employees at prices equal to or greater than the market value of the common stock on the date of grant. The exercise price, terms and other conditions applicable to each option granted under our plans are generally determined by the Compensation Committee of the Board of Directors at the time of grant of each option and may vary.

Our share-based payments consist primarily of stock options. We recognize the fair value of our share-based payments over the vesting periods of the awards. The stock options generally have ten year terms and vest and become fully exercisable after a period ranging from three to four years from the date of grant. Shares issued in connection with our stock option grants are issued out of authorized but unissued common stock. The governance of our stock option grants does not directly limit the number of future stock options we may award so long as the total number of shares ultimately issued does not exceed the total number of shares cumulatively authorized which was 6,620,000 at November 30, 2007.

We granted 630,000 stock options during the three month and six month periods ended November 30, 2007. We granted 418,000 and 462,000 stock options during the three month and six month periods ended November 30, 2006, respectively. Compensation expense related to options granted totaled $0.6 million and $1.0 million for the three month and six month periods ended November 30, 2007, respectively. Tax benefits for compensation expense related to options granted and restricted stock awards totaled $0.9 million and $1.5 million for the three month and six month periods ended November 30, 2007, respectively. As of November 30, 2007, $12.3 million of total unrecognized compensation expense related to options granted is expected to be recognized over a remaining weighted-average period of approximately 3 1/2 years.

 

13


Index to Financial Statements

For stock options, we determine the fair value of each stock option at the grant date using a Black-Scholes model, with the following weighted-average assumptions used for grants made during the three and six month periods ended November 30, 2007 and November 30, 2006:

 

    

Three Months Ended

November 30,

 

Six Months Ended

November 30,

     2007   2006   2007    2006

Risk free interest rate

   4.5%   4.7%   4.5%    4.7%

Volatility factor of the expected market price of the Company’s common stock

   40.2%   39.2%   40.2%    39.2%

Expected dividend yield percentage

   0.0%   0.0%   0.0%    0.0%

Weighted average expected life

   7 Yrs   6 Yrs   7 Yrs    6 Yrs

Transactions under our stock option plans are summarized below:

 

       November 30, 2007    November 30, 2006
    

No. of

Options

 

Weighted

Average

Price

  

No. of

Options

 

Weighted

Average

Price

     (in thousands)        (in thousands)    

Shares under option, beginning of period

   2,822   $8.60    2,868   $6.33

Changes during the year:

         

Granted

   630   $30.38    462   $15.06

Exercised

   (408)   $4.16    (194)   $2.82

Canceled

   (158)   $12.47    (6)   $15.97
                 

Shares under option, end of period

   2,886   $13.83    3,130   $8.03

Exercisable at end of period

   1,396   $7.05    1,764   $4.74

For options outstanding at November 30, 2007, the range of exercise prices and remaining contractual lives are as follows:

 

Range of Prices

  

No. of

Options

  

Weighted

Average

Price

  

Weighted

Average

Life (in

years)

     (in thousands)          

$0.00 to $3.21

   405    $2.02    2.4

$3.22 to $6.41

   173    $4.24    4.4

$6.42 to $9.62

   755    $8.30    7.0

$9.62 to $12.82

   218    $11.26    8.0

$12.83 to $16.03

   712    $15.08    8.6

$16.04 to $32.05

   623    $30.38    9.8
              
   2,886    $13.83    7.3

10. STOCK SPLIT

On July 25, 2007, we announced a two-for-one stock split in the form of a 100 percent stock dividend payable on August 29, 2007 to all shareholders of record on August 15, 2007. To fund the requirement of new shares, we utilized approximately 1 million shares of treasury stock and issued an additional 8 million shares of common stock. All share and per share information has been retroactively adjusted to reflect the stock split.

11. SUBSEQUENT EVENT

On January 9, 2008, subsequent to our period end, we completed the purchase of Leak Repairs Specam (“LRS”), a specialty industrial services company. LRS, which is headquartered in Vlissingen, The Netherlands, currently provides a range of services similar to those offered by our TMS division including on-stream leak sealing, hot tapping, fugitive emissions monitoring, field machining and bolting services. LRS is a market leader in the Benelux region with current annual revenues of approximately $22 million from four service locations in The Netherlands and Belgium. For the past 20 years, LRS has been a licensee of our leak repair, hot tapping, and fugitive emissions technologies. The purchase price of the acquisition is approximately $18 million subject to possible working capital adjustments and we expect to finance the entire transaction with our Credit Facility.

 

14


Index to Financial Statements
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Item 1 of this report, and the consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations, including Critical Accounting Policies, included in our Annual Report on Form 10-K for the year ended May 31, 2007.

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 beginning on page 6 of our Annual Report on Form 10-K for the year ended May 31, 2007.

General Description of Business

Our corporate headquarters is located at 200 Hermann Drive, Alvin, Texas, 77511 and our telephone number is (281) 331-6154. Our stock is traded on the NASDAQ under the symbol “TISI” and our fiscal year ends on May 31 of each calendar year.

We are a leading provider of specialty maintenance and construction services required in maintaining high temperature and high pressure piping systems and vessels that are utilized extensively in heavy industries. We offer an array of complementary services including:

 

   

leak repair,

 

   

hot tapping,

 

   

fugitive emissions control,

 

   

field machining,

 

   

technical bolting,

 

   

field valve repair,

 

   

non-destructive testing, and

 

   

field heat treating.

We offer these services in over 80 locations throughout the United States and international markets including Aruba, Canada, Singapore, Trinidad and Venezuela.

Three Months Ended November 30, 2007 Compared To Three Months Ended November 30, 2006 (in thousands)

 

    

Three Months Ended

November 30,

    Increase  
     2007     2006     $     %  

Revenues comprised of:

        

TCM Division

   $ 73,396     $ 43,987     $ 29,409     67 %

TMS Division

     48,914       39,198       9,716     25 %
                              
   $ 122,310     $ 83,185     $ 39,125     47 %

Gross margin comprised of:

        

TCM Division

   $ 23,369     $ 14,611     $ 8,758     60 %

TMS Division

     18,485       15,805       2,680     17 %
                              
   $ 41,854     $ 30,416     $ 11,438     38 %

Operating income comprised of:

        

Industrial Services

   $ 18,600     $ 13,496     $ 5,104     38 %

Corporate

     (4,047 )     (3,183 )     (864 )   27 %
                              
   $ 14,553     $ 10,313     $ 4,240     41 %

Revenues. Revenues in the period ended November 30, 2007 were $122.3 million compared to $83.2 million in the period ended November 30, 2006, an increase of $39.1 million or 47%. Our results reflect the addition of our recent Aitec

 

15


Index to Financial Statements

acquisition and broad based growth across the majority of geographic regions including our legacy Canadian operations. Our revenues of $122.3 million include revenues attributable to Aitec of $15.9 million. Excluding the effect of the acquisition, our overall revenue growth was $23.2 million, an increase of 28% over the prior period. Our revenues also include $1.1 million of favorable foreign currency fluctuations, primarily attributable to our Canadian operations. Revenues for our TCM Division (Team’s inspection and field heat treating service lines, inclusive of Aitec) were $73.4 million for the current period, up $29.4 million or 67% from the prior period. Revenues for our TMS Division (Team’s mechanical service lines of leak repair, hot tapping, fugitive emissions monitoring, field machining, technical bolting and field valve repair) for the current period were $48.9 million, up $9.7 million or 25% from the prior period.

Gross Margin. Gross margin in the period ended November 30, 2007 was $41.9 million compared to $30.4 million in the period ended November 30, 2006, an increase of $11.4 million or 38%. Gross margin as a percentage of revenue was 34% in the current period as compared to 37% in the prior period. Overall, our gross margins as a percentage of revenue was affected by the current period mix of services in which lower margin TCM operations comprised a greater percentage of overall sales. Gross margin attributable to Aitec was $4.3 million, or 27% of Aitec revenues. As a result, TCM gross margins as a percentage of revenue for the quarter were 32%, slightly down from the corresponding prior year period at 33%. Gross margins as a percentage of revenue for the TMS division were 38%, down slightly from 40% in the prior period.

Selling, General and Administrative Expenses. SG&A in the period ended November 30, 2007 was $26.4 million compared to $18.7 million in the period ended November 30, 2006, an increase of $7.7 million or 41%. The increase in SG&A was attributable to an additional $1.7 million associated with Aitec and on-going investments in infrastructure and personnel to support the growth of the business. For the current period, SG&A attributable to field operations was $22.3 million (inclusive of Aitec) compared to $15.5 million in the prior period. Overall, our SG&A as a percentage of revenues decreased to 22% in the current period compared to 23% in the prior period.

Bad Debt Expense. Bad debt expense from continuing operations was $0.9 million in the period ended November 30, 2007 compared to $1.4 million in the period ended November 30, 2006, a decrease of $0.5 million. The decrease in bad debt expense is primarily attributable to a $0.4 million pre-tax charge related to an internal investigation in the prior period.

Interest. Interest expense was $1.7 million in the period ended November 30, 2007 compared to $1.1 million in the period ended November 30, 2006. This increase is the result of increased outstanding borrowings primarily attributable to our Aitec acquisition and increases in working capital.

Taxes.  The provision for income taxes was $5.0 million on pretax income of $12.8 million for the period ended November 30, 2007. The effective tax rate for the period ended November 30, 2007 was 39% compared to 41% for the period ended November 30, 2006. Differences between the Federal tax rate and our effective rate are primarily attributable to state taxes and non-deductible non-cash compensation in the form of incentive stock options.

Six Months Ended November 30, 2007 Compared To Six Months Ended November 30, 2006 (in thousands)

 

    

Six Months Ended

November 30,

    Increase  
     2007     2006     $     %  

Revenues comprised of:

        

TCM Division

   $ 133,195     $ 77,611     $ 55,584     72 %

TMS Division

     92,603       71,313       21,290     30 %
                              
   $ 225,798     $ 148,924     $ 76,874     52 %

Gross margin comprised of:

        

TCM Division

     40,295     $ 24,128     $ 16,167     67 %

TMS Division

     33,866       28,080       5,786     21 %
                              
   $ 74,161     $ 52,208     $ 21,953     42 %

Operating income comprised of:

        

Industrial Services

   $ 30,062     $ 20,761     $ 9,301     45 %

Corporate

     (7,741 )     (6,775 )     (966 )   14 %
                              
   $ 22,321     $ 13,986     $ 8,335     60 %

 

16


Index to Financial Statements

Revenues. Revenues in the period ended November 30, 2007 were $225.8 million compared to $148.9 million in the period ended November 30, 2006, an increase of $76.9 million or 52%. Our results reflect the addition of our recent Aitec acquisition and broad based growth across the majority of geographic regions including our legacy Canadian operations. Our revenues of $225.8 million include revenues attributable to Aitec of $25.9 million. Excluding the effect of the acquisition, our overall revenue growth was $51.0 million, an increase of 34% over the prior period. Our revenues also include $1.4 million of favorable foreign currency fluctuations, primarily attributable to our Canadian operations. Revenues for our TCM Division (Team’s inspection and field heat treating service lines, inclusive of Aitec) were $133.2 million for the current period, up $55.6 million or 72% from the prior period. Revenues for our TMS Division (Team’s mechanical service lines of leak repair, hot tapping, fugitive emissions monitoring, field machining, technical bolting and field valve repair) for the current period were $92.6 million, up $21.3 million or 30% from the prior period.

Gross Margin. Gross margin in the period ended November 30, 2007 was $74.2 million compared to $52.2 million in the period ended November 30, 2006, an increase of $22.0 million or 42%. Gross margin as a percentage of revenue was 33% in the current period as compared to 35% in the prior period. Overall, our gross margins as a percentage of revenue was affected by the current period mix of services in which lower margin TCM operations comprised a greater percentage of overall sales. Gross margin attributable to Aitec was $6.6 million, or 25% of Aitec revenues and TCM gross margins (inclusive of Aitec) as a percentage of revenue for the quarter were 30%, down slightly from the corresponding prior year period of 31%. Gross margins as a percentage of revenue for the TMS division were 37%, down slightly from 39% in the prior period quarter.

Selling, General and Administrative Expenses. SG&A in the period ended November 30, 2007 was $50.4 million compared to $36.4 million in the period ended November 30, 2006, an increase of $14.0 million or 38%. The increase in SG&A was attributable to an additional $3.4 million associated with Aitec and on-going investments in infrastructure and personnel to support the growth of the business. For the current period, SG&A attributable to field operations was $42.7 million (inclusive of Aitec) compared to $29.6 million in the prior period. Overall, our SG&A as a percentage of revenues decreased to 22% in the current period compared to 24% in the prior period.

Bad Debt Expense. Bad debt expense from continuing operations was $1.4 million in the period ended November 30, 2007 compared to $1.8 million in the period ended November 30, 2006, a decrease of $0.4 million. The decrease in debt expense is primarily attributable to a $0.4 million pre-tax charge related to an internal investigation in the prior period.

Interest. Interest expense was $3.5 million in the period ended November 30, 2007 compared to $2.1 million in the period ended November 30, 2006. This increase is the result of increased outstanding borrowings primarily attributable to our Aitec acquisition and increases in working capital.

Taxes.  The provision for income taxes was $7.5 million on pretax income of $18.9 million for the period ended November 30, 2007. The effective tax rate for the period ended November 30, 2007 was 40% compared to 41% for the period ended November 30, 2006. Differences between the Federal tax rate and our effective rate are primarily attributable to state taxes and non-deductible non-cash compensation in the form of incentive stock options.

Liquidity and Capital Resources

Financing for our operations consists primarily of leasing arrangements, our Credit Facility and cash flows attributable to our continuing operations. We believe that the liquidity we derive from our leasing arrangements, our Credit Facility and cash flows attributable to our continuing operations is more than sufficient to fund our capital expenditures, debt maturities and other business needs.

Cashflows Attributable to Our Continuing Operations. For the six month period ended November 30, 2007, cash provided by operating activities was $8.7 million. Net income from continuing operations was $11.3 million, depreciation and amortization was $4.9 million, non-cash compensation was $1.0 million and $10.2 million was used to fund our working capital requirements.

Cashflows Attributable to Our Investing Activities. For the six month period ended November 30, 2007, cash used in investing activities was $49.2 million due primarily to $34.4 million utilized in the acquisition of Aitec and capital expenditures of $14.1 million including acquisition of land for our new Houston multi-use facility. We anticipate capital expenditures for the remainder of the fiscal year to continue at slightly less than current levels resulting in total fiscal 2008 capital expenditures of approximately $20-25 million. The continued level of capital expenditures is associated with specific project opportunities, replacement of equipment acquired in prior acquisitions and business expansion.

 

17


Index to Financial Statements

Cashflows Attributable to Our Financing Activities. For the six month period ended November 30, 2007, cash provided by financing activities was $41.1 million primarily due to cash provided by borrowing under our Credit Facility and issuance of common stock upon exercise of options. At November 30, 2007, our unused available borrowing capacity under the Credit Facility was $33.3 million.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have operations in foreign countries with a functional currency that is not the United States Dollar. We are exposed to market risk, primarily related to foreign currency fluctuations related to these operations.

We hold certain floating-rate obligations. We are exposed to market risk, primarily related to potential increases in interest rates related to our debt.

From time to time, we have utilized, and expect to utilize, derivative financial instruments with respect to a portion of our interest rate risks to achieve a more predictable cash flow by reducing our exposure to interest rate fluctuations. These transactions generally are interest rate swap agreements and are entered into with major financial institutions. Derivative financial instruments related to our interest rate risks are intended to reduce our exposure to increases in the LIBOR-based interest rates underlying our floating rate Credit Facility. We do not enter into derivative financial instrument transactions for speculative purposes.

At May 31, 2007 we entered into an interest rate swap agreement with a fixed pay rate of 4.97% that has a notional value of $30 million beginning on June 1, 2007 and decreasing to $16.3 million by March 1, 2010. The interest rate swap agreement is designated as a cash flow hedge, with the changes in fair value, to the extent the swap agreement is effective, recognized in other comprehensive income until the hedged interest expense is recognized in earnings.

 

ITEM 4. CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report. Based on the evaluation, such officers have concluded that these disclosure controls and procedures are effective in ensuring that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussions regarding required disclosure.

There has been no change in our internal control over financial reporting (as defined in rules 13a-13(f) and 15d-15(f) of the Exchange Act) that occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

In August 2005, we were served in a lawsuit styled Paulette Barker, as named Executor for the Estate of Robert Barker, et. al. v. Emmett J. Lescroart, Michael Urban, Team, Inc. et. al., Case Number 355868-402 in the Probate Court #1, Harris County, Texas. The dispute arises out of the sale by Mr. Barker to Mr. Lescroart of stock in Thermal Solutions, Inc. (“TSI”). Subsequently, we acquired all of the outstanding stock of TSI in April 2004 allegedly for a much higher price than Mr. Lescroart paid Mr. Barker in July 2003. The plaintiff claims damages in excess of $1,000,000. We intend to vigorously defend this action and do not believe that we have any liability under the allegations of the suit.

We are involved in various other lawsuits and are subject to various claims and proceedings encountered in the normal conduct of business. In our opinion, any uninsured losses that might arise from these lawsuits and proceedings will not have a materially adverse effect on our consolidated financial statements.

 

18


Index to Financial Statements
ITEM 1A. RISK FACTORS

Item 1A. Risk Factors beginning on page 6 of our Annual Report on Form 10-K for the year ended May 31, 2007 includes a detailed discussion of our risk factors.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Disclosure under this item was provided in our Quarterly Report on Form 10-Q for the period ended August 31, 2007.

 

ITEM 5. OTHER INFORMATION

NONE

 

ITEM 6. EXHIBITS

 

Exhibit
Number

  

Description

31.1

   Certification for Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

   Certification for Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

   Certification for Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

   Certification for Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

19


Index to Financial Statements

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 thereto duly authorized.

 

     TEAM, INC
     (Registrant)
Date: January 9, 2008     
    

/s/ Philip J. Hawk

     Philip J. Hawk
     Chairman and Chief Executive Officer
    

/s/ Ted W. Owen

     Ted W. Owen, Senior Vice President and
     Chief Financial Officer
    

(Principal Financial Officer and

Principal Accounting Officer)

 

20

Exhibit 31.1

I, Philip J. Hawk, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Team, Inc., (“Team”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. Team’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Team and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Team, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of Team’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in Team’s internal control over financial reporting that occurred during Team’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Team’s internal control over financial reporting; and

5. Team’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Team’s auditors and audit committee of Team’s board of directors:

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Team’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Team’s internal control over financial reporting.

Date: January 9, 2008

 

/s/ Philip J. Hawk

Philip J. Hawk

Chairman and Chief Executive Officer

Exhibit 31.2

I, Ted W. Owen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Team, Inc., (“Team”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. Team’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) Team and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Team, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of Team’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in Team’s internal control over financial reporting that occurred during Team’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Team’s internal control over financial reporting; and

5. Team’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Team’s auditors and audit committee of Team’s board of directors:

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Team’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in Team’s internal control over financial reporting.

Date: January 9, 2008

 

/s/ Ted W. Owen

Ted W. Owen

Senior Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Team, Inc. (the Company) on Form 10-Q for the period ending November 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Philip J. Hawk, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

 

  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Philip J. Hawk

Philip J. Hawk

Chairman and Chief Executive Officer

January 9, 2008

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Team, Inc. (the Company) on Form 10-Q for the period ending November 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Ted W. Owen, Senior Vice President – Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

 

  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Ted W. Owen

Ted W. Owen

Senior Vice President and Chief Financial Officer

January 9, 2008