Team Inc. (TISI)

F2Q2011 (Qtr End 11/30/2010) Earnings Call

January 5, 2011 9:00 am ET


Phil Hawk - Chairman and CEO

Ted Owen - EVP and CFO


Arnold Ursaner - CJS Securities

Jack Atkins - Stephens Inc.

Rich Wesolowski - Sidoti & Company

Adam Thalhimer - BB&T

Matt Tucker - KeyBanc Capital Markets

Tim Kang - Olstein Capital Management

Martin Malloy - Johnson Rice

Max Barrett - Tudor, Pickering, Holt

Matt Duncan - Stephens Inc.



Welcome to the Team IR Call. (Operator Instructions) I will now turn the call over to Mr. Phil Hawk.

Phil Hawk

Good morning and happy New Year. It's my pleasure to welcome you to the Team web conference call. Again, my name is Phil Hawk; I'm the Chairman and Chief Executive Officer of Team. Joining me again today is Mr. Ted Owen, the company's Executive Vice President and Chief Financial Officer.

The purpose of today's conference call is to discuss our recently released financial results for the company's second fiscal quarter ending November 30, 2010. As with past calls, our primary objective is to provide our shareholders and potential shareholders with an enhanced understanding of our company's performance and prospects.

This discussion is intended to supplement our quarterly earnings releases, 8-K, 10-Q and 10-K filings to the SEC as well as our Annual Report. Ted will begin with a review of the financial results. I will then follow Ted with a few remarks and observations about our performance and prospects. Following our remarks, we will take questions from our listeners.

With that Ted, let me turn it over to you.

Ted Owen

Thank you, Phil. First, I want to remind everyone as usual that any forward-looking information we discuss today is being provided in accordance with the provisions of the Private Securities Litigation Reform Act of 1995. We have made reasonable efforts to ensure that the information, assumptions and beliefs upon which this forward-looking information is based are current, reasonable and complete. However, a variety of factors could cause actual results to differ materially from those anticipated in any forward-looking information.

A description of those factors is set forth in the last paragraph of our press release and in the company's SEC filings. Accordingly there can be no assurance that the forward-looking information discussed today will occur, or that our objectives will be achieved.

We assume no obligation to publicly update or revise any forward-looking statements made today, or any other forward-looking statements made by the company whether as a result of new information, future events or otherwise.

Now for a discussion of the financial results, revenues in the second quarter were $133.1 million, which is up 8% compared to last year's second quarter. Net income available to common stockholders was $8.1 million in the current quarter versus $5.8 million in last year's second quarter, excluding non-routine charges to SG&A of $600,000 in the current quarter and $1.2 million in the prior year quarter. Adjusted net income was $8.4 million and $6.6 million respectively or $0.43 per share versus $0.34 per share in the prior year quarter, an improvement of 26%.

Moving to highlight of the quarter was the completion of the acquisition of 95% Quest Integrity Group on November 1, for a total consideration of $44 million, including $39.1 million of cash, $2.3 million of debt assumed, and $2.6 million of restricted common stock. In 2015, we expect to acquire the remaining 5% of Quest non-controlling interest, which has a current valuation of $4.9 million.

Let me comment for a moment about the impact of Quest on the current quarter's financial statement. First, remember that Quest results were only included for one month in the quarter or in other words from the date of acquisition or November 1. So total revenues contributed by Quest were $1.6 million just for the month of November.

Additionally we incurred $600,000 of transaction cost associated with the acquisition, which were expensed in the quarter pursuant to the new accounting rules for acquisitions. Additionally, you will notice a new line item in our income statement pertaining to the Quest acquisition. On the income statement you'll see the line item for the separate Quest net income or loss that's attributable to the 5% non-controlling interest. This is added or subtracted from net income to result in net income available to common shareholders.

For the current quarter that amounted to $25,000 loss due to the inclusion of only month of operations and due to the expensing of the transaction cost associated with the transaction for the acquisition. That line item will continue to appear in our financial statements until that 5% non-controlling interest is acquired in 2015.

Now just a few more cash flow related items. Capital expenditures for the quarter were $2.8 million. Depreciation and amortization was $3.3 million. And non-cash compensation expense was $1.5 million. Adjusted EBITDA for the quarter that is excluding the non-recurring items was $19.3 million and adjusted EBITDA for the trailing 12 months was $52.6 million.

On November 30, our total debt was $77.7 million. Our cash balances were $14.3 million, and so, net debt was $63.4 million. Even with the use of approximately $41 million of cash in the Quest Integrity acquisition our net debt to adjusted EBITDA was still only about $1.21. And at the end of the quarter, the availability under our credit agreements was in excess of $66 million. So with that, Phil, I'll turn it back to you.

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