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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, 1999
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
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TEAM, INC. SALARY
DEFERRAL PLAN AND TRUST
Financial Statements for the Years Ended
December 31, 1999 and 1998, Supplemental
Schedule for the Year Ended December 31,
1999 and Independent Auditors' Report
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TEAM, INC. SALARY DEFERRAL PLAN AND TRUST
TABLE OF CONTENTS
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PAGE
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INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits, December 31, 1999 and 1998 3
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1999 4
Notes to Financial Statements for the Years Ended December 31, 1999 and 1998 5
SUPPLEMENTAL SCHEDULE:
Supplemental Schedule of Investments, December 31, 1999 8
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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,
1999 and 1998, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1999. 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 auditing standards generally accepted
in the United States of America. 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,
1999 and 1998, and the changes in net assets available for benefits for the year
ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule of
investments as of December 31, 1999 is presented for the purpose of additional
analysis and is not a required part of the basic financial statements, but is
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. This schedule is the responsibility of the Plan's
management. Such schedule has been subjected to the auditing procedures applied
in our audit of the 1999 basic financial statements and, in our opinion, is
fairly stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
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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 12, 2000
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TEAM, INC. SALARY DEFERRAL PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1999 AND 1998
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ASSETS 1999 1998
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INVESTMENTS, At fair value:
Team, Inc., Common Stock Fund $ 512,792 $ 783,203
Kemper Securities, Inc. Mutual funds:
Money Market Fund 1,128,984 1,197,497
Total Return Fund 1,380,788 1,200,745
Growth Fund 3,737,395 2,569,726
U.S. Government Securities Fund 615,611 976,223
Blue Chip Fund 2,243,980 1,629,010
Diversified Income Fund 91,581 59,857
International Fund 527,408 196,084
Kemper-Dreman High Return Equity 244,272 168,543
Small Cap Equity 97,452 54,257
Loans to participants 1,055,716 806,407
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Total investments 11,635,979 9,641,552
CASH 12,838 8,620
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NET ASSETS AVAILABLE FOR BENEFITS $11,648,817 $9,650,172
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See notes to financial statements.
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TEAM, INC. SALARY DEFERRAL PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
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ADDITIONS TO NET ASSETS AVAILABLE FOR BENEFITS ATTRIBUTED TO:
Investment income:
Interest and dividends $ 721,286
Net appreciation in fair value of investments 676,814
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Total investment income 1,398,100
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Contributions:
Employee 1,150,563
Employer 266,657
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Total contributions 1,417,220
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Total additions 2,815,320
DISTRIBUTIONS AND BENEFITS PAID TO PARTICIPANTS 816,675
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NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 1,998,645
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 9,650,172
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End of year $11,648,817
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See notes to financial statements.
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TEAM, INC. SALARY DEFERRAL PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
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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, 1998 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.
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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 - Participants become vested in the employer contributions as
determined by the following schedule:
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PERCENTAGE OF
EMPLOYER CONTRIBUTION
YEARS OF SERVICE THAT BECOMES VESTED
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Less than one year 0
One year 20
Two years 40
Three years 60
Four years 80
Five years or more 100
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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.
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 $0 and
$306,747 at December 31, 1999 and 1998, respectively.
ADMINISTRATION OF THE PLAN - The Plan is administered by an Administrator
appointed by the Board of Directors of the Company the ("Administrator").
The Administrator is Clark Ingram, Vice President of Human Resources. No
compensation is paid by the Plan to the Administrator.
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.
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
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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 December
31, 1999.
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, 1999, the Plan purchased 55,414 shares
of Team, Inc. common stock at a cost of $179,380 and sold 1,845 shares of
Team, Inc. common stock for $6,688 (cost $2,594).
5. SUBSEQUENT EVENT
Effective January 1, 2000, Wells Fargo N.A. became the authorized trustee
of the Plan.
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ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
TEAM, INC. SALARY DEFERRAL PLAN AND TRUST
SUPPLEMENTAL SCHEDULE OF INVESTMENTS,
DECEMBER 31, 1999
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NUMBER
OF MARKET
SHARES VALUE
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INVESTMENTS, At fair value:
Team, Inc. Common Stock Fund* 269,625 $ 512,792
Kemper Mutual Funds*:
Money Market Fund 1,122,753 1,128,984
Total Return Fund 120,487 1,380,788
Growth Fund 201,368 3,737,395
U.S. Government Securities Fund 74,627 615,611
Blue Chip Fund 101,630 2,243,980
Strategic Income Fund 17,444 91,581
International Fund 35,185 527,408
Kemper-Dreman High Return Equity Fund 9,108 244,272
Small Cap Equity Fund 5,234 97,452
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Total Kemper Mutual Funds 10,067,471
Loans to participate (with interest rates ranging from 6% to
11%) 1,055,716
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$11,635,979
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* Party-in-interest
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