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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 February 28, 2006
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 0-9950
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 checkmark 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 an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ¨ No ¨
On April 5, 2006, there were 8,539,887 shares of the Registrant’s common stock outstanding.
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INDEX
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PART I - FINANCIAL INFORMATION
CONSOLIDATED CONDENSED BALANCE SHEETS
| February 28, 2006 | May 31, 2005 | |||||||
| (Unaudited) | ||||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 3,525,000 | $ | 3,993,000 | ||||
Accounts receivable, net | 65,425,000 | 59,364,000 | ||||||
Inventories | 10,272,000 | 9,858,000 | ||||||
Deferred income taxes | 1,088,000 | 1,114,000 | ||||||
Prepaid expenses and other current assets | 2,963,000 | 1,196,000 | ||||||
Current assets of discontinued operations | — | 5,486,000 | ||||||
Total Current Assets | 83,273,000 | 81,011,000 | ||||||
Property, plant and equipment, net of accumulated depreciation of $24,919,000 and $21,256,000 | 25,755,000 | 24,378,000 | ||||||
Intangible assets, net | 771,000 | 958,000 | ||||||
Goodwill | 26,452,000 | 26,452,000 | ||||||
Other assets | 2,280,000 | 2,644,000 | ||||||
Non current assets of discontinued operations | — | 7,883,000 | ||||||
Total Assets | $ | 138,531,000 | $ | 143,326,000 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities: | ||||||||
Current portion of long-term debt | $ | 5,389,000 | $ | 3,835,000 | ||||
Accounts payable | 6,611,000 | 10,467,000 | ||||||
Accrued liabilities | 12,527,000 | 13,959,000 | ||||||
Insurance notes payable | 599,000 | — | ||||||
Income taxes payable | 1,552,000 | 2,380,000 | ||||||
Current liabilities of discontinued operations | — | 1,281,000 | ||||||
Total Current Liabilities | 26,678,000 | 31,922,000 | ||||||
Deferred income taxes | 2,215,000 | 1,219,000 | ||||||
Long-term debt | 50,267,000 | 59,907,000 | ||||||
Other long-term liabilities | — | 144,000 | ||||||
Liabilities of discontinued operations | — | 819,000 | ||||||
Total Liabilities | 79,160,000 | 94,011,000 | ||||||
Minority interest | 398,000 | 373,000 | ||||||
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, 9,545,670 and 9,259,742 shares issued | 2,864,000 | 2,778,000 | ||||||
Additional paid-in capital | 43,759,000 | 40,724,000 | ||||||
Retained earnings | 16,929,000 | 10,296,000 | ||||||
Accumulated other comprehensive income | 453,000 | 176,000 | ||||||
Treasury stock at cost, 1,018,308 shares | (5,032,000 | ) | (5,032,000 | ) | ||||
Total Stockholders’ Equity | 58,973,000 | 48,942,000 | ||||||
Total Liabilities and Stockholders’ Equity | $ | 138,531,000 | $ | 143,326,000 | ||||
See notes to unaudited consolidated condensed financial statements.
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CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
| Three Months Ended February 28, | Nine Months Ended February 28, | ||||||||||||
| 2006 | 2005 | 2006 | 2005 | ||||||||||
Revenues | $ | 62,630,000 | $ | 51,661,000 | $ | 183,828,000 | $ | 129,836,000 | |||||
Operating expenses | 41,584,000 | 34,411,000 | 122,095,000 | 86,179,000 | |||||||||
Gross Margin | 21,046,000 | 17,250,000 | 61,733,000 | 43,657,000 | |||||||||
Selling, general and administrative expenses | 16,216,000 | 15,129,000 | 48,122,000 | 37,857,000 | |||||||||
Non-cash G&A compensation cost | — | 4,000 | 9,000 | 232,000 | |||||||||
Operating income—continuing operations | 4,830,000 | 2,117,000 | 13,602,000 | 5,568,000 | |||||||||
Interest expense, net | 1,083,000 | 694,000 | 2,862,000 | 1,510,000 | |||||||||
Earnings from continuing operations before income taxes | 3,747,000 | 1,423,000 | 10,740,000 | 4,058,000 | |||||||||
Provision for income taxes | 1,468,000 | 491,000 | 4,113,000 | 1,491,000 | |||||||||
Income from continuing operations | 2,279,000 | 932,000 | 6,627,000 | 2,567,000 | |||||||||
Discontinued operations: | |||||||||||||
Income (loss) from operations of discontinued segment | — | 540,000 | (78,000 | ) | 673,000 | ||||||||
Gain on sale of segment | — | — | 1,494,000 | — | |||||||||
Earnings from discontinued operations before income taxes | — | 540,000 | 1,416,000 | 673,000 | |||||||||
Provision for income taxes | — | 195,000 | 1,410,000 | 247,000 | |||||||||
Income (loss) from discontinued operations | — | 345,000 | 6,000 | 426,000 | |||||||||
Net income | $ | 2,279,000 | $ | 1,277,000 | $ | 6,633,000 | $ | 2,993,000 | |||||
Earnings per common share: | |||||||||||||
Continuing operations | |||||||||||||
Basic | $ | 0.27 | $ | 0.11 | $ | 0.79 | $ | 0.32 | |||||
Diluted | $ | 0.25 | $ | 0.10 | $ | 0.72 | $ | 0.29 | |||||
Discontinued operations | |||||||||||||
Basic | $ | — | $ | 0.04 | $ | — | $ | 0.05 | |||||
Diluted | $ | — | $ | 0.04 | $ | — | $ | 0.05 | |||||
Net income | |||||||||||||
Basic | $ | 0.27 | $ | 0.16 | $ | 0.79 | $ | 0.37 | |||||
Diluted | $ | 0.25 | $ | 0.14 | $ | 0.72 | $ | 0.33 | |||||
Weighted average number of shares outstanding: | |||||||||||||
Basic | 8,433,000 | 8,199,000 | 8,354,000 | 8,134,000 | |||||||||
Diluted | 9,282,000 | 8,999,000 | 9,184,000 | 8,968,000 | |||||||||
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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Nine Months Ended February 28, | ||||||||
| 2006 | 2005 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income | $ | 6,633,000 | $ | 2,993,000 | ||||
Less income from discontinued operations | (6,000 | ) | (426,000 | ) | ||||
Income from continuing operations | 6,627,000 | 2,567,000 | ||||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
Depreciation and amortization | 4,617,000 | 4,406,000 | ||||||
Amortization of deferred financing costs | 311,000 | — | ||||||
Non-cash compensation costs | 9,000 | 232,000 | ||||||
Provision for doubtful accounts | 1,049,000 | 383,000 | ||||||
Deferred income taxes | 851,000 | — | ||||||
Loss on disposal of assets | 50,000 | |||||||
Other | 25,000 | 19,000 | ||||||
Change in assets and liabilities (Increase) decrease: | ||||||||
Accounts receivable | (7,110,000 | ) | (12,268,000 | ) | ||||
Inventories | (414,000 | ) | (1,167,000 | ) | ||||
Prepaid expenses and other current assets | 589,000 | (865,000 | ) | |||||
Income tax receivable | — | 1,506,000 | ||||||
Increase (decrease): | ||||||||
Accounts payable | (3,856,000 | ) | 3,170,000 | |||||
Accrued liabilities | (1,681,000 | ) | (1,173,000 | ) | ||||
Income taxes payable | 361,000 | (464,000 | ) | |||||
Net cash provided by (used in) operating activities from continuing operations | 1,428,000 | (3,654,000 | ) | |||||
Cash Flows From Investing Activities: | ||||||||
Capital expenditures | (4,724,000 | ) | (2,745,000 | ) | ||||
Proceeds (net) from sale of Equipment Sales and Rental segment | 13,582,000 | — | ||||||
Proceeds from sale of assets | — | 14,000 | ||||||
Business acquisitions, net of cash acquired | — | (33,839,000 | ) | |||||
Decrease in other assets, net | 480,000 | (308,000 | ) | |||||
Net cash used in investing activities | $ | 9,338,000 | $ | (36,878,000 | ) | |||
Continued
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TEAM, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Continued
| Nine Months Ended February 28, | ||||||||
| 2006 | 2005 | |||||||
Net borrowings (repayments) under revolving credit agreement | $ | (6,144,000 | ) | $ | 18,357,000 | |||
Proceeds from term notes | 25,000,000 | |||||||
Repayment of term and mortgage notes | (2,955,000 | ) | (1,500,000 | ) | ||||
Loan financing fees | (189,000 | ) | (1,562,000 | ) | ||||
Insurance note payments | (1,741,000 | ) | — | |||||
Issuance of common stock | 1,649,000 | 715,000 | ||||||
Net cash provided by financing activities | (9,380,000 | ) | 41,010,000 | |||||
Cash flows of discontinued operations (Revised-See Note 1) | — | |||||||
Operating cash flows | (1,939,000 | ) | 1,877,000 | |||||
Investing cash flows | (223,000 | ) | (708,000 | ) | ||||
Financing cash flows | 308,000 | — | ||||||
Net cash provided by discontinued operations | (1,854,000 | ) | 1,169,000 | |||||
Net increase (decrease) in cash and cash equivalents | (468,000 | ) | 1,647,000 | |||||
Cash and cash equivalents at beginning of period | 3,993,000 | 2,019,000 | ||||||
Cash and cash equivalents at end of period | $ | 3,525,000 | $ | 3,666,000 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid during the period for: | ||||||||
Interest | $ | 3,230,000 | $ | 1,480,000 | ||||
Income taxes | $ | 4,648,000 | $ | 2,032,000 | ||||
Non-cash investment and financing activities: | ||||||||
Note payable for software licensing | $ | 869,000 | $ | — | ||||
Note payable for insurance premiums financing | $ | 2,340,000 | $ | — | ||||
See notes to unaudited consolidated condensed financial statements.
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NOTES TO UNAUDITED CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
| 1. | Method of Presentation |
General
The interim financial statements are unaudited, but in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, except for adjustments related to the sale of a business segment as discussed in note 2, necessary for a fair presentation of results for such periods. The consolidated condensed balance sheet at May 31, 2005 is derived from the May 31, 2005 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 Team, Inc.’s (“the Company”) annual report on Form 10-K for the fiscal year ended May 31, 2005.
Use of Estimates in Financial Statement Preparation
The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying value of property, plant and equipment, intangible assets, and goodwill; valuation allowances for receivables, inventories and deferred income tax assets; environmental and legal liabilities as well as liabilities with respect to self insurance retentions in workers compensation, automobile liabilities and group health insurance. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements of the Company include the financial statements of the Company and majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Minority interest is recognized for the portion not owned by the Company.
Discontinued Operations
On November 30, 2005, the Company sold its Equipment Sales and Rental business (Climax Portable Machine Tools, Inc., or “Climax”) for cash (see note 2). With respect to accounts associated with Climax, the balance sheet and cash flow amounts are reclassified from their historical presentation to assets and liabilities of discontinued operations and the operating results of Climax are presented as discontinued operations. Beginning in the current quarter, the Company has separately disclosed the operating, investing and financing portions of the cash flows attributable to its discontinued operation, which in the November 30, 2005 period was reported on a combined basis as a single amount.
New Accounting Standards
In December 2004, the FASB issued SFAS No. 123 (revised 2004) “Share-Based Payment” (“SFAS 123(R)”). SFAS 123(R) addresses the accounting for transactions in which an enterprise exchanges its equity instruments for employee services. It also addresses transactions in which an enterprise incurs liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of those equity instruments in exchange for employee services. For public entities, the cost of
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employee services received in exchange for equity instruments, including employee stock options, is to be measured on the grant-date fair value of those instruments. That cost will be recognized as compensation expense over the service period, which would normally be the vesting period. The Company will be required to adopt the provisions of SFAS 123(R) in the first quarter of fiscal 2007. Management is in the process of evaluating the impact of the adoption of this standard.
In November 2004, FASB issued SFAS No. 151 “Inventory Costs” which amends the guidance in ARB No. 43, Chapter 4 “Inventory Pricing” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated “that under some circumstances, items such as idle facility expense, excessive spoilage, double freight and rehandling costs may be so abnormal as to require treatment as current period charges.” SFAS No. 151 requires that those items be recognized as current period charges regardless of whether they meet the criterion of “so abnormal.” In addition, SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 shall be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning after the date SFAS No. 151 was issued. SFAS No. 151 shall be applied prospectively. The Company expects to adopt the provisions of SFAS No. 151 in the first quarter of fiscal 2007. The Company does not expect the adoption of SFAS No. 151 to have a material effect on its consolidated financial statements.
In May 2005, the FASB issued SFAS No. 154,Accounting Changes and ErrorCorrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS No. 154 changes the requirements for the accounting and reporting of a change in accounting principle. The Statement eliminates the requirement in APB 20 to include the cumulative effect of changes in accounting principle in the income statement in the period of change, and instead requires that changes in accounting principle be retrospectively applied unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The Statement applies to all voluntary changes in accounting principle. SFAS No. 154 is effective for changes made in fiscal years beginning after December 15, 2005. The Company expects to adopt the provisions of SFAS No. 154 in the first quarter of fiscal 2007. The Company does not expect the adoption of SFAS No. 154 to have a material effect on its results of operations or financial position.
The Company has reviewed other new accounting standards not identified above and does not believe any other new standard will have a material impact on the Company’s financial position or operating results.
Stock-Based Compensation
The Company applies the intrinsic-value method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations including FASB Interpretation No. 44,Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25, to account for its fixed-plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. FASB Statement No. 123,Accounting for Stock-Based Compensation and FASB Statement No. 148,Accounting for Stock-Based Compensation – Transitions and Disclosure, an amendment of FASB Statement No. 123, established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As permitted by existing standards, the Company has elected to continue to apply the intrinsic-value-based method of accounting described above, and has adopted only the disclosure requirements of Statement 123, as amended. Pro forma information regarding net income and earnings per share is required by SFAS No. 123 and 148, which also requires that the information be determined as if the Company has accounted for its employee stock options granted subsequent to December 31, 1994 under the fair value method of that Statement.
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The fair value for the options granted after this date was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for the three months and nine months ended February 28, 2006 and 2005:
| Three Months Ended February 28, | Nine Months Ended February 28, | |||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||
Risk free interest rate | 4.7 | % | 3.3 | % | 3.8 | % | 3.0 | % | ||||
Volatility factor of the expected market price of the Company’s common stock | 42.2 | % | 24.0 | % | 28.4 | % | 22.8 | % | ||||
Expected dividend yield percentage | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | ||||
Weighted average expected life | 4 Yrs | 3 Yrs | 4 Yrs | 3 Yrs | ||||||||
The following table illustrates the effect on income from continuing operations if the fair-value-based method had been applied to all outstanding and unvested awards in each period:
| Three Months Ended February 28, | Nine Months Ended February 28, | |||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
Net income - continuing operations, as reported | $ | 2,279,000 | $ | 932,000 | $ | 6,627,000 | $ | 2,567,000 | ||||||||
Stock based-employee compensation expense included in reported net income, net of tax | — | 3,000 | 6,000 | 150,000 | ||||||||||||
Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax | (143,000 | ) | (108,000 | ) | (437,000 | ) | (273,000 | ) | ||||||||
Pro forma net income from continuing operations | $ | 2,136,000 | $ | 827,000 | $ | 6,196,000 | $ | 2,444,000 | ||||||||
Earnings per share—Continuing operations | ||||||||||||||||
Basic, as reported | $ | 0.27 | $ | 0.11 | $ | 0.79 | $ | 0.32 | ||||||||
Basic, pro-forma | $ | 0.25 | $ | 0.10 | $ | 0.74 | $ | 0.30 | ||||||||
Diluted, as reported | $ | 0.25 | $ | 0.10 | $ | 0.72 | $ | 0.29 | ||||||||
Diluted, pro-forma | $ | 0.23 | $ | 0.09 | $ | 0.67 | $ | 0.27 | ||||||||
| 2. | Discontinued Operations—Sale of Equipment Sales and Rental Segment |
On November 30, 2005, Team sold all of the outstanding stock of Climax Portable Machine Tools, Inc. (“Climax”), its equipment sales and rental segment for approximately $14.5 million in cash. The purchase price is subject to adjustments based on the actual final closing November 30, 2005 balance sheet of Climax to be delivered by January 15, 2006. Such adjustments are not expected to be material.
As a result of this transaction, the operating results of Climax are presented as a discontinued operation for all periods presented.
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Total assets sold to and liabilities assumed by the buyers of Climax as of November 30, 2005, as well as total assets and liabilities of Climax included in discontinued operations as of May 31, 2005 are as follows:
| November 30, 2005 | May 31, 2005 | |||||
Receivables | $ | 2,618,000 | $ | 2,905,000 | ||
Inventories | 2,785,000 | 2,536,000 | ||||
Prepaid expenses and other current | 97,000 | 45,000 | ||||
Total Current Assets | 5,500,000 | 5,486,000 | ||||
Property, plant and equipment | 4,498,000 | 4,392,000 | ||||
Goodwill | 2,953,000 | 2,953,000 | ||||
Other assets | 662,000 | 538,000 | ||||
Total Assets | 13,613,000 | 13,369,000 | ||||
Accounts Payable | 675,000 | 741,000 | ||||
Other accrued liabilities | 802,000 | 540,000 | ||||
Total Current Liabilities | 1,477,000 | 1,281,000 | ||||
Noncurrent deferred income taxes | — | 819,000 | ||||
Net book value | $ | 12,136,000 | $ | 11,269,000 | ||
The Company recognized a pre-tax gain on the sale of Climax of $1.5 million, net of costs and expenses associated with the transaction of approximately $0.9 million, including approximately $250,000 of cash bonuses paid to certain Climax personnel and $150,000 of non-cash compensation. Non-cash compensation expense is a result of the Company accelerating the vesting of stock options held by the management team of Climax covering 37,000 shares of Team stock.
For Federal income tax purposes, the stock sale provided the purchaser with a step-up in basis of the underlying assets of Climax under Section 338 (h) (10) of the Internal Revenue Code. This treatment results in a significantly higher taxable gain to the Company than is reflected in the financial statements since the Company’s tax basis calculation is limited to the amount of the historic tax basis of Climax in its underlying assets. The total differential between book and tax gain is approximately $4.9 million resulting in approximately $1.7 million of current income tax. Deferred income taxes of approximately $0.8 million were provided for the tax-effect of the differential at the time of the Company’s purchase of Climax in 1998. An additional $0.9 million of income tax expense was provided in the second quarter in the discontinued operations section of the income statement to reflect the additional tax obligation resulting from the Section 338 (h) (10) election.
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The amounts of revenue and earnings before income taxes reported in discontinued operations pertaining to Climax are as follows:
| Three Months Ended February 28, | Nine Months Ended February 28, | ||||||||||||
| 2006 | 2005 | 2006 | 2005 | ||||||||||
Revenues | $ | — | $ | 4,630,000 | $ | 7,462,000 | $ | 11,447,000 | |||||
Operating income | — | 752,000 | 394,000 | 1,127,000 | |||||||||
Interest expense allocation | — | 212,000 | 472,000 | 454,000 | |||||||||
Earnings before income taxes | $ | — | $ | 540,000 | $ | (78,000 | ) | $ | 673,000 | ||||
Interest allocated to discontinued operations represents approximately 14% of total interest expense in the 2006 period and 23% in the 2005 periods, and is based upon ratio of the debt required to be repaid upon the sale of Climax (approximately $14 million) to the total outstanding debt in the period.
Included in accrued liabilities is approximately $150,000 representing the Company’s best estimate of future costs to be incurred in connection with product liability, product warranty, litigation, and other matters associated with the operations of Climax before the sale. Any subsequent adjustments to such estimates will be reflected as discontinued operations in the period of change. Through February 28, 2006 there have been no changes to the estimates.
Subsequent to the sale the Company does not have any significant continuing involvement in the operations of Climax.
| 3. | Acquisition |
On August 11, 2004, the Company completed the acquisition of substantially all of the assets of International Industrial Services, Inc., a Delaware corporation (“IISI”), and Cooperheat-MQS, Inc., a Delaware corporation (“Cooperheat”), including the capital stock of certain subsidiaries of IISI and Cooperheat (together, “Cooperheat”).
Cooperheat was operating as debtor-in-possession in a Chapter 11 case pending in the United States Bankruptcy Court for the Southern District of Texas, Houston, Texas (the “Bankruptcy Court”) (Case Nos. 03-48272-H2-11 and 03-48273-H2-11). On August 6, 2004, the Bankruptcy Court entered an order approving the sale of the assets by Cooperheat to the Company pursuant to an Asset Purchase Agreement.
The transaction involved a cash consideration of $34.8 million, the assumption of certain liabilities including the assumption of $1.7 million in letters of credit and the issuance of warrants to purchase 100,000 shares of the common stock, $.30 par value per share, of Team. The warrants are exercisable at $65 cash per share and expire on August 11, 2007, unless sooner exercised.
The assets purchased from Cooperheat are associated with a non-destructive testing (NDT) inspection and field heat treating services business. The Company has integrated the purchased assets and associated business activity with its other industrial service activities.
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The transactions contemplated by the Asset Purchase Agreement, as well as a restructuring of the Company’s current indebtedness to Bank of America, N.A. (“Bank of America”), were financed with funds provided under a Credit Agreement dated as of August 11, 2004 (the “Credit Agreement”) by and among the Company, the other lenders party thereto and Bank of America, as Administrative Agent, Swing Line lender and L/C issuer.
The acquisition was accounted for using the purchase method of accounting. Accordingly, the consolidated financial statements subsequent to the effective dates of the acquisition reflect the purchase price, including transaction costs. As the acquisition of Cooperheat was effective August 11, 2004, the consolidated results of operations for the Company for the quarter and six months ended November 30, 2004, include the results for Cooperheat for the period August 11, 2004 to November 30, 2004. The purchase price of Cooperheat was allocated to the assets and liabilities of Cooperheat based on its estimated fair value. The goodwill associated with the acquisition is approximately $14.1 million. Information regarding the allocation of the purchase price is set forth below:
| Cash and borrowings | $ | 34,078,000 | |
| Transaction costs | 700,000 | ||
| 34,778,000 | |||
| Fair value of net assets acquired | 20,704,000 | ||
| Excess purchase price allocated to Goodwill | $ | 14,074,000 | |
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
| As of August 11, 2004 | |||
Cash | $ | 1,105,000 | |
Accounts receivable | 10,493,000 | ||
Inventory | 1,393,000 | ||
Other current assets | 3,044,000 | ||
Property, plant and equipment | 13,459,000 | ||
Goodwill | 14,074,000 | ||
Total assets acquired | 43,568,000 | ||
Accounts payable | 1,657,000 | ||
Accrued liabilities and other | 5,035,000 | ||
Income taxes payable | 2,086,000 | ||
Long-term liabilities | 12,000 | ||
Total liabilities assumed | 8,790,000 | ||
Net assets acquired | $ | 34,778,000 | |
The unaudited pro forma consolidated results of operations of the Company are shown below as if the acquisition occurred at the beginning of the fiscal period indicated. 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.
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| Pro forma data (unaudited) | ||||
| Nine months ended February 28, 2005 | ||||
Revenues | $ | 141,445,000 | ||
Net income (loss)—continuing operations | $ | (1,240,000 | ) | |
Earnings per share—continuing operations: | ||||
Basic | $ | (0.15 | ) | |
Diluted | $ | (0.14 | ) | |
| 4. | Dividends |
No dividends were paid during the nine months ended February 28, 2006 or 2005. Pursuant to the Company’s Credit Agreement, the Company may not pay quarterly dividends without the consent of its senior lender. Future dividend payments will depend upon the Company’s financial condition and other relevant matters.
| 5. | Earnings Per Share |
Basic earnings per share are computed by dividing net earnings by the weighted average number of common stock outstanding during the period. Diluted earnings per share are computed by dividing net earnings by the sum of (1) the weighted-average number of common stock 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 years 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 pro forma exercise of options to acquire common stock to the extent that the options’ exercise prices are less than the average market price of common shares during the period.
Options to purchase 72,500 and 171,500 were outstanding for the three-months and nine-months ended February 28, 2005, respectively, but were not included in the computation of diluted EPS because the options’ exercise prices were greater than the average market price of the common stock. The average market price of the Company’s common stock was greater than the exercise prices for all outstanding options in the 2006 periods.
| 6. | Receivables |
Receivables consist of:
| February 28, 2006 | May 31, 2005 | |||||||
Trade accounts receivable | $ | 60,373,000 | $ | 57,169,000 | ||||
Unbilled revenues | 5,499,000 | 3,027,000 | ||||||
Other receivables, primarily employee receivables | 1,314,000 | 406,000 | ||||||
Allowance for doubtful accounts | (1,761,000 | ) | (1,238,000 | ) | ||||
Total | $ | 65,425,000 | $ | 59,364,000 | ||||
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| 7. | Inventories |
Inventories consist of:
| February 28, 2006 | May 31, 2005 | |||||
Raw materials | $ | 1,356,000 | $ | 1,328,000 | ||
Work in progress | 371,000 | 303,000 | ||||
Finished goods | 8,545,000 | 8,227,000 | ||||
Total | $ | 10,272,000 | $ | 9,858,000 | ||
| 8. | Long-term debt |
Long-term debt consists of:
| February 28, 2006 | May 31, 2005 | |||||
Credit facility: | ||||||
Revolving loan | $ | 34,675,000 | $ | 40,827,000 | ||
Term loan | 20,000,000 | 22,750,000 | ||||
Software licensing note | 869,000 | — | ||||
Auto loans | 112,000 | 165,000 | ||||
| 55,656,000 | 63,742,000 | |||||
Less current portion | 5,389,000 | 3,835,000 | ||||
Total | $ | 50,267,000 | $ | 59,907,000 | ||
On October 5, 2005, the Company amended the credit agreement (the “First Amendment”) with its banks to increase the allowable debt to EBITDA ratio at August 31, 2005 and thereafter. (EBITDA is earnings before interest, taxes, depreciation and amortization). The amended agreement requires that the debt to EBITDA ratio be no greater than 3.75 to 1 at November 30, 2005. The First Amendment also provided that proceeds from a sale of the Climax business would be applied to reduce amounts outstanding under the revolving loan, rather than the term loan, as provided in the original credit agreement. The First Amendment further provided that the maximum debt to EBITDA ratio would be reduced to 3.0 to 1 immediately upon the disposition of Climax.
On November 15, 2005, the Company further amended the credit agreement (the “Second Amendment”) to waive the required reduction in the debt to EBITDA ratio to 3.0 to 1 for the quarter ended November 30, 2005 if the sale of Climax occurred during the quarter then ended. The Second Amendment also increased the revolving credit facility by $5 million to a maximum amount of $60 million. The Company is in compliance with the amended covenants at February 28, 2006.
In January 2006, the Company entered into a three-year enterprise agreement with Microsoft for server and desktop volume licensing with software assurance. Financing for the agreement was provided by Microsoft Finance under a three year non-interest bearing note. The note has been discounted at 7.3%, which is the Company’s effective borrowing rate.
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| 9. | Industry Segment Information |
Until the sale of Climax on November 30, 2005, the Company operated in two business segments, industrial services and equipment sales and rentals. As a result of the sale of Climax, the Company now operates in only one segment—industrial services. The industrial services segment consists of leak repair, hot tapping, emissions control monitoring, field machining and bolting and mechanical inspection services and is an aggregation of the Company’s two operating segments, TMS and TCM (see note 11).
Revenues from the United States and other countries are as follows:
| Three Months Ended February 28, | Nine Months Ended February 28, | |||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||
United States | $ | 54,396,000 | $ | 44,856,000 | $ | 158,812,000 | $ | 115,451,000 | ||||
Canada | 3,888,000 | 3,536,000 | 13,883,000 | 8,114,000 | ||||||||
Other foreign countries | 4,346,000 | 3,269,000 | 11,133,000 | 6,271,000 | ||||||||
| $ | 62,630,000 | $ | 51,661,000 | $ | 183,828,000 | $ | 129,836,000 | |||||
Total assets in the United States and other countries are as follows:
| February 28, 2006 | May 31, 2005 | |||||
United States | $ | 121,322,000 | $ | 130,829,000 | ||
Canada | 12,703,000 | 8,006,000 | ||||
Other foreign countries | 4,506,000 | 4,491,000 | ||||
| $ | 138,531,000 | $ | 143,326,000 | |||
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| 10. | Comprehensive Income |
Comprehensive income represents the change in the Company’s equity from transactions and other events and circumstances from non-owner sources and includes all changes in equity except those resulting from investments by owners and distributions to owners.
| Three Months Ended February 28, | Nine Months Ended February 28, | ||||||||||||
| 2006 | 2005 | �� | 2006 | 2005 | |||||||||
Net income | $ | 2,279,000 | $ | 1,277,000 | $ | 6,633,000 | $ | 2,993,000 | |||||
Other comprehensive gain: | |||||||||||||
Foreign currency translation adjustment, net of tax | 105,000 | (346,000 | ) | 277,000 | 236,000 | ||||||||
Comprehensive income | $ | 2,384,000 | $ | 931,000 | $ | 6,910,000 | $ | 3,229,000 | |||||
| 11. | Goodwill and Intangible Assets |
There are two reporting units of the industrial services segment for purposes of the FASB Statement No. 142 impairment test – Team Mechanical Services (“TMS”) and Team Cooperheat-MQS (“TCM”). All of the Industrial Services goodwill of $26.5 million is attributable to TCM as a result of business acquisitions and the annual goodwill impairment test is performed at the TCM unit level. The Company completed the required annual impairment test for fiscal 2005 and determined that there was no impairment of goodwill as of May 31, 2005. The Company does not believe that any triggering events have occurred during the nine months ended February 28, 2006 that would require a re-assessment of the recoverability of its goodwill balances. The impairment test for the current fiscal year will not be performed until the end of the fiscal year.
Intangible assets subject to amortization are as follows:
| February 28, 2006 | May 31, 2005 | |||||
Non-compete agreement | 1,250,000 | 1,250,000 | ||||
Less accumulated amortization | 479,000 | 292,000 | ||||
Intangibles, net | $ | 771,000 | $ | 958,000 | ||
Intangible assets with estimable 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. Intangible assets consist of a non-compete agreement with an assigned value of $1,250,000 associated with the purchase of Thermal Solutions, Inc. in fiscal 2004. Amortization expense for the nine months ended February 28, 2006 and 2005 was $187,000 in both periods. Estimated amortization expense based on intangibles as of February 28, 2006 is $63,000 for the remaining three months of fiscal 2006, $250,000 for fiscal years 2007 and 2008, and $208,000 for fiscal year 2009.
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| 12. | Common Stock and Additional Paid-In Capital |
The following schedule summarizes the changes in common stock and additional paid-in capital:
| Common Stock | Additional Paid-In Capital | |||||
Balance at May 31, 2005 | $ | 2,778,000 | $ | 40,724,000 | ||
Shares issued | 5,000 | 118,000 | ||||
Exercise of stock options | 81,000 | 1,569,000 | ||||
Tax benefit from exercise of stock options | — | 1,188,000 | ||||
Non cash compensation | — | 160,000 | ||||
Balance at February 28, 2006 | $ | 2,864,000 | $ | 43,759,000 | ||
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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, 2005.
The Company is a professional, full-service provider of specialty industrial services. The Company’s industrial service offerings encompass:
| • | on-stream leak repair, |
| • | hot tapping, |
| • | fugitive emissions monitoring, |
| • | field machining, |
| • | technical bolting, |
| • | field valve repair, |
| • | NDE inspection and |
| • | field heat treating. |
All these services are required in maintaining high temperature, high pressure piping systems and vessels utilized extensively in the refining, petrochemical, power, pipeline, and other heavy industries. The Company’s inspection services also serve the aerospace and automotive industries. The Company operates in over 50 customer service locations throughout the Unites States. The Company also serves the international market through both its own seven international subsidiaries as well as through licensed arrangements in 14 countries. The Company’s raw materials are readily available, and the Company is not dependent on a single supplier or only a few suppliers. The Company has approximately 2,500 employees, including approximately 2,000 technical service employees.
The operations of the industrial services segment consist of into two related segments-—Team Mechanical Services (“TMS”) and Team Cooperheat-MQS (“TCM”). TMS comprises Team’s previously existing mechanical services offerings (leak repair, hot tapping, field machining, technical bolting, field valve repair and fugitive emissions monitoring). TCM comprises field heat treatment and NDE inspection services. For reporting purposes, we aggregate the TMS and TCM segments because of their similar economic characteristics.
We believe the domestic market for our services is principally dictated by the population of process piping systems in industrial plants and facilities. On balance, we believe total demand for the services we offer in these markets does not change significantly. It can be characterized as flat, but steady. However, the timing of demand certainly can change in the short-term as plants accelerate or defer maintenance and project activities due to their own economic environment. We believe, therefore, that our growth has been as a result of capturing market share in the services we offer.
Prior to November 30, 2005, the Company also operated a separate business segment—Equipment Sales and Rentals. That business was comprised of a wholly-owned subsidiary, Climax Portable Machine Tools, Inc., which was sold on November 30, 2005 for approximately $14.5 million in cash, resulting in a pre-tax gain of approximately $1.5 million.
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Results of Operations
Three Months Ended February 28, 2006 Compared To Three Months Ended February 28, 2005
With the sale of Climax, the Company reports results from a single business segment— industrial services. Industrial services are the aggregate of the TCM and TMS segments. The Company measures the results of those segments using the metric, “operating income”, which excludes all costs for interest and income taxes, which we consider corporate costs and are not allocated to these business segments. We believe that operating income is an appropriate performance measure to discuss since it allows investors to consider our operating performance without regard to financial leverage and capital structure.
The following sets forth the components of revenue and operating income for the three months ended February 28, 2006 and 2005 (in thousands):
| Three Months Ended February 28, | Inc. (dec.) | ||||||||||||||
| 2006 | 2005 | $ | % | ||||||||||||
Revenues: | |||||||||||||||
Industrial services | |||||||||||||||
TMS | $ | 28,695 | $ | 25,259 | $ | 3,436 | 14 | % | |||||||
TCM | 33,935 | 26,402 | 7,533 | 29 | % | ||||||||||
| 62,630 | 51,661 | 10,969 | 21 | % | |||||||||||
Gross margin: | |||||||||||||||
TMS | 11,144 | 9,252 | 1,892 | 20 | % | ||||||||||
% of revenue | 39 | % | 37 | % | |||||||||||
TCM | 9,902 | 7,998 | 1,904 | 24 | % | ||||||||||
% of revenue | 29 | % | 30 | % | |||||||||||
| 21,046 | 17,250 | 3,796 | 22 | % | |||||||||||
% of revenue | 34 | % | 33 | % | 35 | % | |||||||||
S, G & A expenses | |||||||||||||||
Industrial services | 13,785 | 12,410 | 1,375 | 11 | % | ||||||||||
% of revenue | 22 | % | 24 | % | |||||||||||
Corporate costs | 2,431 | 2,723 | (292 | ) | -11 | % | |||||||||
% of revenue | 4 | % | 5 | % | |||||||||||
| 16,216 | 15,133 | 1,083 | 7 | % | |||||||||||
% of revenue | 26 | % | 29 | % | 10 | % | |||||||||
Operating income–continuing operations | 4,830 | 2,117 | 2,713 | ||||||||||||
Operating income–continuing operations comprised of: | |||||||||||||||
Industrial services | 7,261 | 4,840 | 2,421 | 50 | % | ||||||||||
% of revenue | 12 | % | 9 | % | 22 | % | |||||||||
Less corporate costs: | (2,431 | ) | (2,723 | ) | 292 | -11 | % | ||||||||
Total operating income | $ | 4,830 | $ | 2,117 | $ | 2,713 | 128 | % | |||||||
% of revenue | 8 | % | 4 | % | 25 | % | |||||||||
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Industrial Services Segment—Segment operating income was $7.3 million for the quarter, up 50% from the prior year quarter. Segment operating income as a percent of revenue was 12%, up 3 percentage points from the prior year quarter. Total industrial services revenues were $62.6 million in the current fiscal quarter, versus $51.7 million in the same quarter last year. Approximately 13% of industrial services revenues in the current year quarter are from foreign operations, primarily in Canada (6%) and the South America/Caribbean basin (5%), which is comparable to last year’s quarter.
Revenues and Gross Margins—Revenues for TMS increased $3.4 million or 14% over the three months ended February 2005. Nearly all TMS service lines contributed to this growth. TCM experienced even stronger growth rates with revenues increasing $7.5 million over the same quarter last year, or 29%. That organic growth reflects the continuing rebound of the former Cooperheat business unit from its depressed revenue levels while operating in bankruptcy prior to its acquisition by Team as well as the strong market demand for its services.
The company believes that the growth in all of its industrial service offerings reflects strong market demand driven in part by very robust customer profit margins in several key segments combined with Team’s continued market share growth driven by outstanding service performance and ongoing customer strategies to consolidate service procurement with fewer, larger multi-service, multi-location service companies. Additionally, the Company is now seeing the positive effect of last fall’s hurricanes on our Gulf Coast maintenance and turnaround services.
The TMS operations earned a margin of 39% in the quarter, which was two percentage points higher than the same quarter of last year, and one point higher than earned in the second quarter. The improvement in TMS margins reflects the benefit of rate increases put in place in several major customer contracts during the current fiscal year. TCM margins declined by one percentage point to 29% for the quarter, reflecting some job performance issues in two geographic areas. TCM’s lower gross margin versus TMS is due to relatively higher labor and indirect costs as a percentage of sales.
Selling General, and Administrative Expenses (Industrial Services Segment)—Industrial Services selling, general and administrative expenses increased $1.4 million, or 11% over last year’s quarter, which increase was to support the 22% increase in revenues. As a percentage of revenues, segment SG&A improved to 22% in the current year quarter from 24% in last year’s quarter.
Corporate cost—Total corporate costs were $2.4 million in the quarter ended February 28, 2006 versus $2.7 million for the same quarter last year. The prior year quarter included approximately $0.5 million of costs related to integration activities associated with the Cooperheat acquisition.
Interest—Total interest expense was $1.1 million in the quarter ended February 28, 2006 as compared to $0.9 million for the same quarter last year, of which $0.2 million was allocated to discontinued operations in the 2005 quarter (see Note 2 to the Consolidated Condensed Financial Statements). The increase in interest reflects generally increasing interest rates. See also the discussion of liquidity and capital resources below.
Taxes—The provision for income taxes from continuing operations was $1.5 million on pretax income of $3.7 million in the quarter ended February 28, 2006. The effective tax rate for the quarter was 39% for 2006 and 35% for 2005.
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Nine Months Ended February 28, 2006 Compared To Nine Months Ended February 28, 2005
The following sets forth the components of revenue and operating income for the nine months ended February 28, 2006 and 2005 (in thousands):
| Nine Months Ended February 28, | Inc. (dec.) | ||||||||||||||
| 2006 | 2005 | $ | % | ||||||||||||
Revenues: | |||||||||||||||
Industrial services | |||||||||||||||
TMS | $ | 81,840 | $ | 66,561 | $ | 15,279 | 23 | % | |||||||
TCM | 101,988 | 63,275 | 38,713 | 61 | % | ||||||||||
| 183,828 | 129,836 | 53,992 | 42 | % | |||||||||||
Gross margin: | |||||||||||||||
TMS | 31,171 | 25,154 | 6,017 | 24 | % | ||||||||||
% of revenue | 38 | % | 38 | % | |||||||||||
TCM | 30,562 | 18,503 | 12,059 | 65 | % | ||||||||||
% of revenue | 30 | % | 29 | % | |||||||||||
| 61,733 | 43,657 | 18,076 | 41 | % | |||||||||||
% of revenue | 34 | % | 34 | % | 33 | % | |||||||||
S, G & A expenses | |||||||||||||||
Industrial services | 40,510 | 31,836 | 8,674 | 27 | % | ||||||||||
% of revenue | 22 | % | 25 | % | |||||||||||
Corporate costs | 7,621 | 6,253 | 1,368 | 22 | % | ||||||||||
% of revenue | 4 | % | 5 | % | |||||||||||
| 48,131 | 38,089 | 10,042 | 26 | % | |||||||||||
% of revenue | 26 | % | 29 | % | 19 | % | |||||||||
Operating income—continuing operations | 13,602 | 5,568 | 8,034 | ||||||||||||
Operating income—continuing operations comprised of: | |||||||||||||||
Industrial services | 21,223 | 11,821 | 9,402 | 80 | % | ||||||||||
% of revenue | 12 | % | 9 | % | 17 | % | |||||||||
Less corporate costs: | (7,621 | ) | (6,253 | ) | (1,368 | ) | 22 | % | |||||||
Total operating income | $ | 13,602 | $ | 5,568 | $ | 8,034 | 144 | % | |||||||
% of revenue | 7 | % | 4 | % | 15 | % | |||||||||
Industrial Services Segment—Segment operating income was $21.2 million for the nine months ended February 28, 2006, up 80% from the same period of the prior year. Segment operating income as a percent of revenue was 12%, up 3 percentage points from the prior year. Total industrial services revenues were $183.8 million in the current nine month period, versus $129.8 million in the same period of the prior year. Approximately 14% of industrial services revenues in the current nine month period are from foreign operations, primarily in Canada (8%) and the South America/Caribbean basin (5%). In the nine months period ended February 28, 2005, only about 11% of industrial service revenues were foreign sourced. Of the $54.0 million in revenue growth, approximately $11.0 million is associated with the acquisition of Cooperheat and $43.0 million is from organic growth.
Revenues and margins—Revenues for TMS increased $15.3 million or 23% over the nine months ended February 28, 2005. Nearly all TMS service lines contributed to this growth.
TCM revenue growth of $38.7 million includes $11.0 million associated with the inclusion of the Cooperheat business for the full period in fiscal 2005, and $27.7 million of organic growth, or a 44% increase on a pro forma basis. The organic growth reflects the continuing rebound of the former Cooperheat business unit from its depressed revenue levels while operating in bankruptcy prior to its acquisition by Team as well as the strong market demand for its services.
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The company believes that the growth in all of its industrial service offerings reflects strong market demand driven in part by very robust customer profit margins in several key segments combined with Team’s continued market share growth driven by outstanding service performance and ongoing customer strategies to consolidate service procurement with fewer, larger multi-service, multi-location service companies.
For the year-to-date period, gross margins for both TMS and TCM are relatively the same as last year.
Selling General, and Administrative Expenses (Industrial Services Segment)—With respect to segment selling, general and administrative expenses (“SG&A”), of the total increase of $8.7 million, $3.8 million is associated with the additional field operations of the TCM acquired businesses. The remainder of the increase in SG&A ($4.9 million) primarily reflects increases in costs to support the organic growth of the industrial services business segment. As a percentage of revenues, segment SG&A improved to 22% in the current year quarter from 25% in last year’s period.
Corporate—Total corporate costs were $7.6 million for the nine month period ended February 28, 2006 versus $6.3 million in the same period last year. The increase of $1.4 million includes $0.9 million in costs incurred in the first quarter related to Sarbanes-Oxley Section 404 compliance (“SOX”) for the year ended May 31, 2005, as well as additional costs to support the acquired business. The 2005 year to date period included $232 thousand of a non-cash compensation charge associated with the vesting of performance based stock options covering 67 thousand shares that were granted in 1998 to the Company’s Chief Executive Officer as well as $0.6 million of integration costs.
Interest—Total interest expense was $3.3 million in the first nine months of fiscal 2006 as compared to $2.0 million in the same period last year, of which $0.5 million in each period was allocated to discontinued operations. (See Note 2 to the Consolidated Condensed Financial Statements). This increase is directly associated with the additional borrowings to fund the acquisition of Cooperheat (August 2004), and reflects the growth in debt due to growth in working capital as compared to last year’s period and as a result of generally increasing interest rates. See also the discussion of liquidity and capital resources below.
Taxes—The provision for income taxes on income from continuing operations was $4.1 million on pretax income of $10.7 million for the first nine months of fiscal 2006. The effective tax rate for the year to date period was 38%, up one point from last year’s provision. The effective tax rate on discontinued operations was nearly 100% in the current year to date period. For Federal income tax purposes, the Climax stock sale provided the purchaser with a step-up in basis of the underlying assets of Climax under Section 338 (h) (10) of the Internal Revenue Code. This treatment results in a significantly higher tax gain to the Company than is reflected in the financial statements since the Company’s tax basis calculation is limited to the amount of the historic tax basis of Climax in its underlying assets. The total differential between book and tax gain is approximately $4.9 million. Deferred income taxes of approximately $0.8 million thousand were provided for the tax-effect of the differential at the time of the Company’s purchase of Climax in 1998. An additional $0.9 thousand of income tax expense was provided in the second quarter in the discontinued operations section of the income statement to reflect the additional tax obligation resulting from the Section 338 (h) (10) election.
Liquidity and Capital Resources
Financing for the Company’s operations is provided by an $85 million credit facility, consisting of a $60 million revolving loan and a $25 million term facility. The facility originated in August 2004 and provided the financing for the Cooperheat acquisition. The facility matures in August 2009. The term facility requires mandatory principal reductions of $3 million in 2005, $4 million in 2006 and $6 million in each of years 2007 through 2009. Borrowings on the facility are generally at LIBOR (which was approximately 4.8% at February 28, 2006) plus a margin which is variable depending upon the ratio of funded debt to EBITDA. (EBITDA is earnings before interest, taxes, depreciation and amortization).
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On October 5, 2005, the Company amended the credit agreement (the “First Amendment”) with its banks to increase the allowable debt to EBITDA ratio. The First Amendment also provided that proceeds from a sale of the Climax business would be applied to reduce amounts outstanding under the revolving loan, rather than the term loan, as provided in the original credit agreement. The First Amendment further provided that the maximum debt to EBITDA ratio would be reduced to 3.0 to 1 immediately upon the disposition of Climax.
On November 15, 2005, the Company further amended the credit agreement (the “Second Amendment”) to waive the required reduction in the debt to EBITDA ratio to 3.0 to 1 for the quarter ended November 30, 2005 if the sale of Climax occurred during the quarter then ended. The Second Amendment also increased the revolving credit facility by $5 million to a maximum amount of $60 million.
On November 30, 2005, the Company completed the sale of Climax for a cash consideration of approximately $14.5 million, subject to future adjustments, which are not expected to be material. Approximately $14 million of revolving debt was repaid from the proceeds.
The Company recognized a pre-tax gain on the sale of Climax of $1.5 million, which is net of costs and expenses associated with the transaction of approximately $0.9 million. For Federal income tax purposes, the stock sale provided the purchaser with a step-up in basis of the underlying assets of Climax under Section 338 (h) (10) of the Internal Revenue Code. This treatment results in a significantly higher tax gain to the Company than is reflected in the financial statements since the Company’s tax basis calculation is limited to the amount of the historic tax basis of Climax in its underlying assets. The total differential between book and tax gain is approximately $4.9 million. Deferred income taxes of approximately $0.8 million were provided for the tax-effect of the differential at the time of the Company’s purchase of Climax in 1998. An additional $0.9 million of income tax expense was provided in the second quarter in the discontinued operations section of the income statement to reflect the additional tax obligation resulting from the Section 338 (h) (10) election. Taxes associated with the transaction (totaling approximately $2.2 million) were paid in the third quarter of the current fiscal year.
The Company is in compliance with the amended covenants at February 28, 2006.
For the nine months ended February 28, 2006, cash provided by operating activities was $1.4 million, which is net of, among other items, an increase in receivables of $7.1 million. In the year-to-date period, the Company continued to experience a lengthening of the number of days sales outstanding in accounts receivable (“DSO”) to approximately 91 days from 82 days at May 31, 2005.
The Company incurred approximately $5.5 million for capital expenditures in the nine months ended February 28, 2006. Capital expenditures include $0.9 million incurred in the third quarter for a three-year enterprise agreement with Microsoft for server and desktop volume licensing with software assurance. Financing for the agreement was provided by Microsoft Finance under a three year non-interest bearing note. The note has been discounted at 7.3%, which is the Company’s effective borrowing rate.
At February 28, 2006, the Company was contingently liable for $ 6.5 million in outstanding stand-by letters of credit and, at that date, approximately $14.0 million was available to borrow under the credit facility.
Critical Accounting Policies
The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and
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assumptions include the carrying value of property, plant and equipment, intangible assets, and goodwill; valuation allowances for receivables, inventories and deferred income tax assets; environmental and legal liabilities as well as liabilities with respect to self insurance retentions in workers compensation, automobile liabilities and group health insurance. Actual results could differ from those estimates.
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 instead tested for impairment at least annually in accordance with the provisions of 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
For purposes of computing the annual impairment test, the Company’s reporting units are Team Cooperheat MQS (“TCM”) of the Industrial Services Segment. The Company completed the required annual impairment test for fiscal 2005 and determined that there was no impairment of goodwill as of May 31, 2005. The Company does not believe that any triggering events have occurred during the nine months ended February 28, 2006 that would require a re-assessment of the recoverability of its goodwill balances. The impairment test for the current fiscal year will not be performed until the end of the fiscal year.
Revenue Recognition - The Company derives its revenues by providing a variety of industrial services including leak repair, hot tapping, emissions control services, field machining and inspection services. For all of these services, revenues are recognized when services are rendered. Because most of the Company’s projects are short-term in nature, revenue recognition does not involve a significant use of estimates, as would be the case if our services were longer term in nature. At the end of each reporting period there is an amount of earned but unbilled revenue that is accrued to properly match revenues with related costs. At February 28, 2006 and May 31, 2005, the amount of unbilled revenue included in receivables was $5.5 million and $ 3.0 million, respectively.
Deferred Income Taxes - The Company records deferred income tax assets and liabilities related to temporary differences between the book and tax bases of assets and liabilities. The Company computes its deferred tax balances by multiplying these temporary differences by the current tax rates. If deferred tax assets exceed deferred tax liabilities, the Company must estimate whether those net deferred asset amounts will be realized in the future. A valuation allowance is then provided for the net deferred tax asset amounts that are not likely to be realized. As of February 28, 2006, management believes that it is more likely than not that the Company will have sufficient future taxable income to allow it to realize the benefits of the net deferred tax assets. Our belief is based upon our track record of consistent earnings growth over the past five years and projections of future taxable income over the periods in which the deferred tax assets are deductible. Accordingly, no valuation allowance has been recorded. For interim reporting purposes, the Company computes an estimated annual effective tax rate and multiplies that rate times earnings before income tax to compute income tax expense for interim periods.
Loss Contingencies - The Company is involved in various lawsuits and claims encountered in the normal course of business. When such a matter arises and periodically thereafter, management consults with its legal counsel and evaluates the merits of the claim based on the facts available at that time.
Critical Expense Estimates - Certain costs and expenses are subject to a significant degree of estimation whose outcome is not certain until the passage of time. Among these estimates are the provision for doubtful accounts as well as claims expense associated with workers compensation, automobile liability and group health insurance claims, for which the Company is self insured to certain stop-loss limits. For workers’ compensation and automobile liability claims, the self insured retention is $250,000 per case. For medical claims, the self insured retention is $175,000 per individual claimant determined on an annual basis. The Company estimates it liability with respect to self-insured retention amounts on the basis of claims information provided by insurance carriers and makes periodic adjustments to its accruals based upon analysis received from the carriers. The provision for doubtful accounts is based managements best estimate of the ultimate uncollectible accounts based upon its analysis of the agings of individual accounts and with reference to the Company’s historical experience.
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Other Contractual Obligations and Commercial Commitments
The Company enters into operating leases related to facilities and transportation and other equipment. These operating leases are over terms ranging from one to five years.
The Company is occasionally required to post letters of credit generally issued by a bank as collateral under certain agreements. A letter of credit commits the issuer to remit specified amounts to the holder, if the holder demonstrates that the Company has failed to meet its obligations under the letter of credit. If this were to occur, the Company would be obligated to reimburse the issuer for any payments the issuer was required to remit to the holder of the letter of credit. To date, the Company has not had any claims made against a letter of credit that resulted in a payment made by the issuer or the Company to the holder. The Company believes that it is unlikely that it will have to fund claims made under letters of credit in the foreseeable future. At February 28, 2006, $6.5 million was outstanding under standby letters of credit to secure, generally, workers compensation and automobile liability insurance contracts.
New Accounting Standards
In December 2004, the FASB issued SFAS No. 123 (revised 2004) “Share-Based Payment” (“SFAS 123(R)”). SFAS 123(R) addresses the accounting for transactions in which an enterprise exchanges its equity instruments for employee services. It also addresses transactions in which an enterprise incurs liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of those equity instruments in exchange for employee services. For public entities, the cost of employee services received in exchange for equity instruments, including employee stock options, is to be measured on the grant-date fair value of those instruments. That cost will be recognized as compensation expense over the service period, which would normally be the vesting period. The Company will be required to adopt the provisions of SFAS 123(R) in the first quarter of fiscal 2007. Management is in the process of evaluating the impact of the adoption of this standard.
In November 2004, FASB issued SFAS No. 151“Inventory Costs”which amends the guidance in ARB No. 43, Chapter 4 “Inventory Pricing” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated “that under some circumstances, items such as idle facility expense, excessive spoilage, double freight and rehandling costs may be so abnormal as to require treatment as current period charges.” SFAS No. 151 requires that those items be recognized as current period charges regardless of whether they meet the criterion of “so abnormal.” In addition, SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 shall be effective for inventory costs incurred during fiscal years beginning after June 15, 2005 which is effective with the Company’s first quarter of fiscal 2007. . Earlier application is permitted for inventory costs incurred during fiscal years beginning after the date SFAS No. 151 was issued. SFAS No. 151 shall be applied prospectively. The Company does not expect the adoption of SFAS No. 151 to have a material effect on its consolidated financial statements.
In May 2005, the FASB issued SFAS No 154,“Accounting Changes and Error Corrections – A replacement of APB Opinion No 20 and FASB Statement No. 30” (“SFAS 154”). SFAS 154 changes the requirement for the accounting for and reporting of a change in accounting principle. This statement applies to
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all voluntary changes in accounting principles and changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. The provisions in SFAS 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005, which is effective with the Company’s first quarter of fiscal 2007. The Company intends to adopt the disclosure requirements upon the effective date of the pronouncement. Since this disclosure pronouncement only relates to requirements, the adoption will have no impact on the Company’s consolidated financial statements.
The Company has reviewed other new accounting standards not identified above and does not believe any other new standards will have a material impact on the Company’s financial position or operating results.
Disclosure Regarding Forward Looking Statements
Any forward-looking information contained herein is being provided in accordance with the provisions of the Private Securities Litigation Reform Act. Such information is subject to certain assumptions and beliefs based on current information known to the Company and is subject to factors that could result in actual results differing materially from those anticipated in any forward-looking statements contained herein. Such factors include domestic and international economic activity, interest rates, market conditions for the Company’s customers, regulatory changes and legal proceedings, and the Company’s successful implementation of its internal operating plans. Accordingly, there can be no assurance that any forward-looking statements contained herein will occur or those objectives will be achieved.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company holds certain floating-rate obligations. There were no material quantitative or qualitative changes during the first nine months of fiscal 2006 in the Company’s market risk sensitive instruments.
ITEM 4. CONTROLS AND PROCEDURES
The Company’s chief executive officer and its chief financial officer have evaluated the Company’s disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)) as of February 28, 2006, and have concluded that such controls are effective.
There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect those controls subsequent to the date of their evaluation.
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| ITEM 1. | LEGAL PROCEEDINGS |
In August 2005, the Company was served in a lawsuit styledPaulette 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. Apparently, the dispute arises out of the sale by Mr. Barker to Mr. Lescroart of stock in Thermal Solutions, Inc. Subsequently, all of the outstanding stock of Thermal Solutions, Inc. was acquired by the Company in April of 2004 allegedly for a much higher price than Mr. Lescroart paid Mr. Barker in July of 2003. The plaintiff claims damages in excess of $1,000,000. The Company does not believe that it has any legal liability under the allegations of the suit and, further, believes it is protected under the terms of the Stock Purchase Agreement related to the acquisition. Mr. Lescroart is a member of the Board of Directors of the Company and was dismissed from the lawsuit for lack of personal jurisdiction in December 2005.
The Company and certain subsidiaries are involved in various other lawsuits and are subject to various claims and proceedings encountered in the normal conduct of business. In the opinion of management, any uninsured losses that might arise from these lawsuits and proceedings will not have a materially adverse effect on the Company’s consolidated financial statements.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
| (a) | 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 | |
| (b) | Reports on Form 8-K |
The Company filed two (2) reports on Form 8-K during the quarter ended February 28, 2006, as follows:
| 1) | dated December 6, 2005, covering the completion of Disposition of Assets of Climax and amendments dated October 5 and November 15, 2005 to the Company’s credit agreement with its bank group. |
| 2) | dated January 4, 2006, covering a press release relating to its earnings for the quarter ended November 30, 2005, |
In addition, shortly after the close of the quarter, on March 9, 2006, the Company filed an 8-K announcing the voluntary resignation of a member of its Board of Directors, E. Patrick Manuel.
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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: April 10, 2006 | ||
/s/ PHILIP J. HAWK | ||
| Philip J. Hawk | ||
| Chairman and Chief Executive Officer | ||
/s/ TED W. OWEN | ||
| Ted W. Owen, Senior Vice President - | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and | ||
| Principal Accounting Officer) | ||
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