-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I01Pf/KR3Touh54A2wH8zC6ujOTUAygK3DFLKI6SrxpEhZBxzzHHx0tTdZz+vEXw 5vL9Av7IMzAxzo/DVzEACA== 0000950129-99-002851.txt : 19990629 0000950129-99-002851.hdr.sgml : 19990629 ACCESSION NUMBER: 0000950129-99-002851 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEAM INC CENTRAL INDEX KEY: 0000318833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS REPAIR SERVICES [7600] IRS NUMBER: 741765729 STATE OF INCORPORATION: TX FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-08604 FILM NUMBER: 99653556 BUSINESS ADDRESS: STREET 1: 200 HERMANN DRIVE CITY: ALVIN STATE: TX ZIP: 77056 BUSINESS PHONE: 2813316154 MAIL ADDRESS: STREET 1: 1019 SOUTH HOOD STREET CITY: ALVIN STATE: TX ZIP: 77551 11-K 1 TEAM, INC. - DATED DECEMBER 31, 1998 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to -------------------- --------------------- Commission file number 1-9950 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Team, Inc. Salary Deferral Plan and Trust B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Team, Inc. 200 Herman Dr. Alvin, Texas 77511 (281) 331-6154 2 - -------------------------------------------------------------------------------- TEAM, INC. SALARY DEFERRAL PLAN AND TRUST Financial Statements on Form 11-K of the Securities and Exchange Commission for the Years Ended December 31, 1998 and 1997, Supplemental Schedules for the Year Ended December 31, 1998 and Independent Auditors' Report 3 TEAM, INC. SALARY DEFERRAL PLAN AND TRUST TABLE OF CONTENTS - --------------------------------------------------------------------------------
PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits, December 31, 1998 and 1997 3 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1998 4 Notes to Financial Statements for the Years Ended December 31, 1998 and 1997 5 SUPPLEMENTAL SCHEDULES: Supplemental Schedule of Investments, December 31, 1998 9 Supplemental Schedule of 5% Reportable Transactions for the Year Ended December 31, 1998 10
4 INDEPENDENT AUDITORS' REPORT To the Administrative Committee of Team, Inc. Salary Deferral Plan and Trust Houston, Texas We have audited the accompanying statements of net assets available for benefits of Team, Inc. Salary Deferral Plan and Trust (the "Plan") as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 31, 1998. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1998 and 1997, and the changes in net assets available for benefits for the year ended December 31, 1998 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of (1) investments as of December 31, 1998 and (2) 5% reportable transactions for the year ended December 31, 1998 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the 1998 basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. -1- 5 The supplemental schedule of investments that accompanies the Plan's financial statements does not disclose the historical cost of certain plan assets held by the Plan asset manager. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Houston, Texas June 5, 1999 -2- 6 TEAM, INC. SALARY DEFERRAL PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1998 AND 1997 - --------------------------------------------------------------------------------
ASSETS 1998 1997 INVESTMENTS, At fair value: Team, Inc., Common Stock Fund $ 783,203 $ 687,268 Kemper Securities, Inc. Mutual funds: Money Market Fund 1,197,497 1,140,595 Total Return Fund 1,200,745 1,015,529 Growth Fund 2,569,726 2,081,977 U.S. Government Securities Fund 976,223 892,897 Blue Chip Fund 1,629,010 1,372,974 Diversified Income Fund 59,857 82,324 International Fund 196,084 131,105 Kemper-Dreman High Return Equity 168,543 Small Cap Equity 54,257 Loans to participants 806,407 517,494 ------------ ------------ Total investments 9,641,552 7,922,163 CASH 8,620 7,314 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 9,650,172 $ 7,929,477 ============ ============
See notes to financial statements. -3- 7 TEAM, INC. SALARY DEFERRAL PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1998 - -------------------------------------------------------------------------------- ADDITIONS TO NET ASSETS AVAILABLE FOR BENEFITS ATTRIBUTED TO: Investment income: Interest and dividends $ 378,163 Net appreciation in fair value of investments 491,418 ------------ Total investment income 869,581 ------------ Contributions: Employee 1,009,347 Employer 245,457 ------------ Total contributions 1,254,804 ------------ Total additions 2,124,385 DISTRIBUTIONS AND BENEFITS PAID TO PARTICIPANTS 403,690 ------------ NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 1,720,695 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 7,929,477 ------------ End of year $ 9,650,172 ============
See notes to financial statements. -4- 8 TEAM, INC. SALARY DEFERRAL PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following description of the Team, Inc. Salary Deferral Plan and Trust (the "Plan") provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. GENERAL - The Plan is a defined contribution plan covering all eligible employees. Employees become eligible to participate in the Plan upon completion of three months of service. Prior to October 1, 1997 employees had to complete one year of service to be eligible. Employee contributions can be invested on a percentage allocation basis in any increment of 5% in the following funds: Company Stock Fund - invests in Team, Inc. common stock Kemper Mutual Funds - as follows: Money Market Fund - invests in money market portfolios, certificates of deposit, treasury bills and commercial paper Total Return Fund - invests in fixed income and equity securities Growth Fund - invests in common stock of established companies U.S. Government Securities Fund - invests in obligations issued or guaranteed by the U.S. government or its agencies Blue Chip Fund - invests in common stocks of well-capitalized, established companies that have the potential for growth Diversified Income Fund - invests in fixed income and equity securities International Fund - invests in fixed income and equity securities Kemper-Dreman High Return Equity Fund - invests in common stocks of perceived under valued, large U.S. companies Small Cap Equity Fund - invests in common stocks of small U.S. companies The Plan also has a Loan Fund. Participants may borrow from the Loan Fund up to the lesser of i) one half the vested value of their account or ii) $50,000. All mutual funds are administered by Kemper Securities, Inc. (the "Asset Manager"). The Board of Directors of Team, Inc. (the "Company") approved the Plan and provided for the Plan to begin October 1, 1984. The agreement provided for, among other things, the qualification of the Plan under Section 401(k) of the Internal Revenue Code, as amended. -5- 9 CONTRIBUTIONS - Each participant may elect to have allocated to his or her account any whole percentage, not exceeding 16%, of that employee's compensation. For each plan year, the Company may contribute to the Plan a sum determined by the Board of Directors. PARTICIPANT ACCOUNTS - Each participant's account is credited with the participant's contribution, his or her portion of the Company's contribution, and an allocation of the Plan's earnings. VESTING - Previously, each participant's interest in the amount credited to his or her account attributable to employee contributions and employer matching contributions was immediately 100% vested and was not forfeitable for any reason. The Sixth Amendment to the Plan (the "Sixth Amendment"), dated October 10, 1991, allows participants who had completed at least three years of service as of November 30, 1991 to be 100% vested in employer contributions. Participants who had not completed three years of service as of November 30, 1991 will become vested in the employer contributions as determined by the following schedule:
PERCENTAGE OF EMPLOYER CONTRIBUTION YEARS OF SERVICE THAT BECOMES VESTED Less than one year 0 One year 20 Two years 40 Three years 60 Four years 80 Five years or more 100
After becoming vested, employer contributions are not forfeitable for any reason. Forfeitures of unvested employer contributions will be used to reduce current and future employer contributions, in accordance with the Sixth Amendment. PAYMENT OF BENEFITS - Participants who terminate employment, retire, die or become totally disabled are entitled to the balance in their accounts. Benefits are payable either in a lump sum amount or in monthly, quarterly, semiannual or annual installments over a period not exceeding ten years. Distributions payable to terminated participants amounted to $306,747 and $245,619 at December 31, 1998 and 1997, respectively. ADMINISTRATION OF THE PLAN - The Plan is administered by an Administrative Committe appointed by the Board of Directors of the Company (the "Committe"). The Committe consists of Kenneth Tholan, President; Ted Owen, Vice President and Chief Financial Officer; and Clark Ingram, Vice President of Human Resources. No compensation is paid by the Plan to the Committe. All costs of plan administration are absorbed by the Company. TERMINATION OF THE PLAN - The Company may terminate the Plan at any time. In the event of termination of the Plan, the assets held by the Asset Manager under the Plan will be valued and each participant will be entitled to distributions for the balance of his or her account. 2. SUMMARY OF ACCOUNTING POLICIES The financial statements are presented on the accrual basis of accounting. Plan investments are presented at their fair value determined by quoted market prices. -6- 10 3. FEDERAL INCOME TAXES The Plan obtained its latest determination letter on January 16, 1996, in which the Internal Revenue Service stated that the Plan was in compliance with the applicable requirements of the Internal Revenue Code. The plan administrator and the Plan's tax counsel believe that the Plan is designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan is qualified and the related trust is tax-exempt as of the financial statement date. A participant is not subject to federal income tax on the employer's contribution or on the income accruing to his or her account until such amount is paid to the participant. 4. RELATED PARTY TRANSACTIONS During the year ended December 31, 1998, the Plan purchased 31,232 shares of Team, Inc. common stock at a cost of $123,979 and sold 12,285 shares of Team, Inc. common stock for $51,970 (cost $12,413). 5. FUND INFORMATION Contributions, distributions and investment income by fund are as follows for the year ended December 31, 1998: Employee contributions: Team, Inc., Common Stock Fund $ 77,350 Money Market Fund 120,270 Total Return Fund 131,287 Growth Fund 289,564 U.S. Government Securities Fund 87,286 Blue Chip Fund 201,819 Diversified Income Fund 23,302 International Fund 41,991 Kemper-Dreman High Return Equity Fund 22,041 Small Cap Equity Fund 14,437 ----------- Total $ 1,009,347 =========== Employer contributions: Team Inc., Common Stock Fund $ 22,494 Money Market Fund 30,201 Total Return Fund 31,596 Growth Fund 69,380 U.S. Government Securities Fund 23,713 Blue Chip Fund 48,162 Diversified Income Fund 4,829 International Fund 9,135 Kemper-Dreman High Return Equity Fund 4,167 Small Cap Equity Fund 1,780 ----------- Total $ 245,457 ===========
-7- 11 Distributions and benefits paid to participants: Team Inc., Common Stock Fund $ 8,812 Money Market Fund 104,607 Total Return Fund 51,764 Growth Fund 118,371 U.S. Government Securities Fund 34,078 Blue Chip Fund 78,075 Diversified Income Fund 991 International Fund 4,963 Kemper-Dreman High Return Equity Fund 1,696 Small Cap Equity Fund 333 ----------- Total $ 403,690 =========== Investment income: Team Inc., Common Stock Fund $ 26,150 Money Market Fund 57,444 Total Return Fund 161,033 Growth Fund 296,764 U.S. Government Securities Fund 67,519 Blue Chip Fund 197,221 Diversified Income Fund 3,197 International Fund 8,963 Loan Fund 54,906 Kemper-Dreman High Return Equity Fund 8,328 Small Cap Equity Fund (11,944) ----------- Total $ 869,581 ===========
****** -8- 12 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES TEAM, INC. SALARY DEFERRAL PLAN AND TRUST SUPPLEMENTAL SCHEDULE OF INVESTMENTS, DECEMBER 31, 1998 - --------------------------------------------------------------------------------
NUMBER OF MARKET SHARES VALUE INVESTMENTS, At fair value: Team, Inc. Common Stock Fund* 216,056 $ 783,203 Kemper Mutual Funds*: Money Market Fund 1,197,498 1,197,497 Total Return Fund 112,219 1,200,745 Growth Fund 172,581 2,569,726 U.S. Government Securities Fund 111,061 976,223 Blue Chip Fund 89,852 1,629,010 Strategic Income Fund 10,410 59,857 International Fund 17,307 196,084 Kemper-Dreman High Return Equity Fund 4,922 168,543 Small Cap Equity Fund 2,933 54,257 ------------ Total Kemper Mutual Funds 8,835,145 Loans to participants (with interest rates ranging from 6% to 11%) 806,407 ------------ TOTAL $ 9,641,552 ============
* Party-in-interest -9- 13 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS TEAM, INC. SALARY DEFERRAL PLAN AND TRUST SUPPLEMENTAL SCHEDULE OF 5% REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 - --------------------------------------------------------------------------------
NUMBER NUMBER OF PURCHASE OF SALES REALIZED DESCRIPTION PURCHASES PRICE SALES PRICE GAIN (LOSS) Company Stock Fund - ------------------ Team, Inc. Common Stock Fund* 29 $123,979 8 $51,970 $39,557
* Party-in-interest -10- -----END PRIVACY-ENHANCED MESSAGE-----