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EXCEL - IDEA: XBRL DOCUMENT - FURMANITE CORP | Financial_Report.xls |
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EX-31.2 - EX-31.2 - FURMANITE CORP | d84767exv31w2.htm |
EX-32.1 - EX-32.1 - FURMANITE CORP | d84767exv32w1.htm |
EX-31.1 - EX-31.1 - FURMANITE CORP | d84767exv31w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended September 30, 2011
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the transition period from to
Commission File Number 001-05083
FURMANITE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
74-1191271 (I.R.S. Employer Identification No.) |
|
2435 North Central Expressway Suite 700 Richardson, Texas (Address of principal executive offices) |
75080 (Zip Code) |
(972) 699-4000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name, former address and former
Fiscal year, if changed since last report)
(Former name, former address and former
Fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
There were 37,121,575 shares of the registrants common stock outstanding as of November 2, 2011.
FURMANITE CORPORATION AND SUBSIDIARIES
INDEX
INDEX
2
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this Report) may contain forward-looking statements within
the meaning of sections 27A of the Securities Act of 1933, as amended, and 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of historical facts included
in this Report, including, but not limited to, statements regarding the Companys future financial
position, business strategy, budgets, projected costs, savings and plans, and objectives of
management for future operations, are forward-looking statements. Forward-looking statements
generally can be identified by the use of forward-looking terminology such as may, will,
expect, intend, estimate, anticipate, believe or continue or the negative thereof or
variations thereon or similar terminology. The Company bases its forward-looking statements on
reasonable beliefs and assumptions, current expectations, estimates and projections about itself
and its industry. The Company cautions that these statements are not guarantees of future
performance and involve certain risks and uncertainties that cannot be predicted. In addition, the
Company based many of these forward-looking statements on assumptions about future events that may
prove to be inaccurate and actual results may differ materially from those expressed or implied by
the forward-looking statements. One is cautioned not to place undue reliance on such statements,
which speak only as of the date of this Report. Unless otherwise required by law, the Company
undertakes no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or circumstances, or otherwise.
3
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PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements
FURMANITE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
September 30, | December 31, | |||||||
2011 | 2010 | |||||||
(Unaudited) | ||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 35,098 | $ | 37,170 | ||||
Accounts receivable, trade (net of allowance for doubtful accounts of $1,236 and $1,497
as of September 30, 2011 and December 31, 2010, respectively) |
70,214 | 63,630 | ||||||
Inventories, net of reserve: |
||||||||
Raw materials and supplies |
18,801 | 17,375 | ||||||
Work-in-process |
7,978 | 6,906 | ||||||
Finished goods |
160 | 85 | ||||||
Prepaid expenses and other current assets |
4,616 | 5,951 | ||||||
Total current assets |
136,867 | 131,117 | ||||||
Property and equipment |
82,374 | 73,969 | ||||||
Less: accumulated depreciation and amortization |
(47,825 | ) | (43,249 | ) | ||||
Property and equipment, net |
34,549 | 30,720 | ||||||
Goodwill |
14,324 | 13,148 | ||||||
Deferred tax assets |
2,556 | 2,872 | ||||||
Intangible and other assets |
7,392 | 4,244 | ||||||
Total assets |
$ | 195,688 | $ | 182,101 | ||||
Liabilities and Stockholders Equity |
||||||||
Current liabilities: |
||||||||
Current portion of long-term debt |
$ | 2,584 | $ | 76 | ||||
Accounts payable |
16,904 | 17,815 | ||||||
Accrued expenses and other current liabilities |
20,886 | 24,488 | ||||||
Income taxes payable |
937 | 557 | ||||||
Total current liabilities |
41,311 | 42,936 | ||||||
Long-term debt, non-current |
32,709 | 30,085 | ||||||
Net pension liability |
8,197 | 8,432 | ||||||
Other liabilities |
2,461 | 2,560 | ||||||
Commitments and contingencies (Note 11) |
||||||||
Stockholders equity: |
||||||||
Series B Preferred Stock, unlimited shares authorized, none outstanding |
| | ||||||
Common stock, no par value; 60,000,000 shares authorized; 41,130,538 and 40,925,619 shares
issued as of September 30, 2011 and December 31, 2010, respectively |
4,765 | 4,745 | ||||||
Additional paid-in capital |
132,902 | 132,132 | ||||||
Retained
earnings (accumulated deficit) |
381 | (12,373 | ) | |||||
Accumulated other comprehensive loss |
(9,025 | ) | (8,403 | ) | ||||
Treasury stock, at cost (4,008,963 shares as of September 30, 2011 and December 31, 2010) |
(18,013 | ) | (18,013 | ) | ||||
Total stockholders equity |
111,010 | 98,088 | ||||||
Total liabilities and stockholders equity |
$ | 195,688 | $ | 182,101 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
4
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FURMANITE CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(in thousands, except per share data)
(Unaudited)
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenues |
$ | 78,330 | $ | 66,935 | $ | 234,393 | $ | 210,883 | ||||||||
Costs and expenses: |
||||||||||||||||
Operating costs (exclusive of depreciation and
amortization) |
53,807 | 45,714 | 160,675 | 143,298 | ||||||||||||
Depreciation and amortization expense |
2,207 | 1,646 | 6,280 | 4,767 | ||||||||||||
Selling, general and administrative expense |
16,794 | 16,869 | 51,484 | 54,125 | ||||||||||||
Total costs and expenses |
72,808 | 64,229 | 218,439 | 202,190 | ||||||||||||
Operating income |
5,522 | 2,706 | 15,954 | 8,693 | ||||||||||||
Interest income and other income (expense), net |
(341 | ) | 438 | (99 | ) | 534 | ||||||||||
Interest expense |
(263 | ) | (238 | ) | (758 | ) | (720 | ) | ||||||||
Income before income taxes |
4,918 | 2,906 | 15,097 | 8,507 | ||||||||||||
Income tax expense |
(1,336 | ) | (1,095 | ) | (2,343 | ) | (2,745 | ) | ||||||||
Net income |
$ | 3,582 | $ | 1,811 | $ | 12,754 | $ | 5,762 | ||||||||
Earnings per common share: |
||||||||||||||||
Basic |
$ | 0.10 | $ | 0.05 | $ | 0.34 | $ | 0.16 | ||||||||
Diluted |
$ | 0.10 | $ | 0.05 | $ | 0.34 | $ | 0.16 | ||||||||
Weighted-average number of common and common equivalent
shares used in computing net income per common share: |
||||||||||||||||
Basic |
37,107 | 36,743 | 37,002 | 36,722 | ||||||||||||
Diluted |
37,284 | 36,903 | 37,293 | 36,881 |
The accompanying notes are an integral part of these consolidated financial statements.
5
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FURMANITE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
Nine Months Ended September 30, 2011 (Unaudited) and Year Ended December 31, 2010
(in thousands, except share data)
Accumulated | ||||||||||||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||||||||||||
Common Shares | Common | Paid-In | (Accumulated Deficit) | Comprehensive | Treasury | |||||||||||||||||||||||||||
Issued | Treasury | Stock | Capital | Retained Earnings | Loss | Stock | Total | |||||||||||||||||||||||||
Balances at January 1, 2010 |
40,682,815 | 4,008,963 | $ | 4,723 | $ | 132,106 | $ | (21,859 | ) | $ | (11,627 | ) | $ | (18,013 | ) | $ | 85,330 | |||||||||||||||
Net income |
| | | | 9,486 | | | 9,486 | ||||||||||||||||||||||||
Stock-based compensation and stock
option exercises |
242,804 | | 22 | 1,469 | | | | 1,491 | ||||||||||||||||||||||||
Change in pension net actuarial
loss and
prior service credit, net of tax |
| | | | | 3,484 | | 3,484 | ||||||||||||||||||||||||
Other |
(1,443 | ) | (1,443 | ) | ||||||||||||||||||||||||||||
Foreign currency translation
adjustment |
| | | | | (260 | ) | | (260 | ) | ||||||||||||||||||||||
Balances at December 31, 2010 |
40,925,619 | 4,008,963 | $ | 4,745 | $ | 132,132 | $ | (12,373 | ) | $ | (8,403 | ) | $ | (18,013 | ) | $ | 98,088 | |||||||||||||||
Net income |
| | | | 12,754 | | | 12,754 | ||||||||||||||||||||||||
Stock-based compensation and stock
option exercises |
204,919 | | 20 | 770 | | | | 790 | ||||||||||||||||||||||||
Change in pension net actuarial
loss and
prior service credit, net of tax |
| | | | | 304 | | 304 | ||||||||||||||||||||||||
Foreign currency translation
adjustment |
| | | | | (926 | ) | | (926 | ) | ||||||||||||||||||||||
Balances at September 30, 2011 |
41,130,538 | 4,008,963 | $ | 4,765 | $ | 132,902 | $ | 381 | $ | (9,025 | ) | $ | (18,013 | ) | $ | 111,010 | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
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FURMANITE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
For the Nine Months | ||||||||
Ended September 30, | ||||||||
2011 | 2010 | |||||||
Operating activities: |
||||||||
Net income |
$ | 12,754 | $ | 5,762 | ||||
Reconciliation of net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
6,280 | 4,767 | ||||||
Provision for doubtful accounts |
277 | 253 | ||||||
Deferred income taxes |
(1,270 | ) | (144 | ) | ||||
Stock-based compensation expense |
519 | 654 | ||||||
Other, net |
432 | 153 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
(6,855 | ) | (6,486 | ) | ||||
Inventories |
(3,422 | ) | 839 | |||||
Prepaid expenses and other current assets |
1,437 | 2,151 | ||||||
Accounts payable |
(1,053 | ) | (1,536 | ) | ||||
Accrued expenses and other current liabilities |
(3,723 | ) | 1,854 | |||||
Income taxes payable |
380 | (272 | ) | |||||
Other, net |
(128 | ) | (33 | ) | ||||
Net cash provided by operating activities |
5,628 | 7,962 | ||||||
Investing activities: |
||||||||
Capital expenditures |
(3,915 | ) | (4,484 | ) | ||||
Acquisition of assets and business, net of cash acquired of $1,185 in 2011 |
(3,815 | ) | (350 | ) | ||||
Proceeds from sale of assets |
131 | 759 | ||||||
Net cash used in investing activities |
(7,599 | ) | (4,075 | ) | ||||
Financing activities: |
||||||||
Payments on debt |
(85 | ) | (188 | ) | ||||
Proceeds from issuance of debt |
| 76 | ||||||
Issuance of common stock |
271 | 20 | ||||||
Net cash provided by (used in) financing activities |
186 | (92 | ) | |||||
Effect of exchange rate changes on cash |
(287 | ) | (130 | ) | ||||
(Decrease) increase in cash and cash equivalents |
(2,072 | ) | 3,665 | |||||
Cash and cash equivalents at beginning of period |
37,170 | 36,117 | ||||||
Cash and cash equivalents at end of period |
$ | 35,098 | $ | 39,782 | ||||
Supplemental cash flow information: |
||||||||
Cash paid for interest |
$ | 534 | $ | 601 | ||||
Cash paid for income taxes, net of refunds received |
$ | 2,886 | $ | 2,826 | ||||
Non-cash investing and financing activities: |
||||||||
Issuance of notes payable to equity holders related to acquistion of business |
$ | 5,300 | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
7
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FURMANITE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(Unaudited)
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net income |
$ | 3,582 | $ | 1,811 | $ | 12,754 | $ | 5,762 | ||||||||
Other comprehensive income (loss): |
||||||||||||||||
Change in pension net actuarial loss
and prior service credit, net of tax |
416 | (335 | ) | 304 | 802 | |||||||||||
Foreign currency translation adjustments |
(3,624 | ) | 3,447 | (926 | ) | (109 | ) | |||||||||
Total other comprehensive income (loss) |
(3,208 | ) | 3,112 | (622 | ) | 693 | ||||||||||
Comprehensive income |
$ | 374 | $ | 4,923 | $ | 12,132 | $ | 6,455 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
8
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FURMANITE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)
September 30, 2011
(Unaudited)
1. General and Summary of Significant Accounting Policies
General
The consolidated interim financial statements include the accounts of Furmanite Corporation (the
Parent Company) and its subsidiaries (collectively, the Company or Furmanite). All
intercompany transactions and balances have been eliminated in consolidation. These unaudited
consolidated interim financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America (U.S. GAAP) for interim
financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all the information and footnote disclosures required by U.S. GAAP
for complete financial statements. These financial statements should be read in conjunction with
the consolidated financial statements included in the Companys Annual Report on Form 10-K for the
year ended December 31, 2010 as filed with the Securities and Exchange Commission (SEC). In the
opinion of management, all adjustments (consisting only of normal recurring adjustments) and
accruals, necessary for a fair presentation of the financial statements, have been made. Interim
results of operations are not necessarily indicative of the results that may be expected for the
full year.
Revenue Recognition
Revenues are recorded in accordance with Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC) 605, Revenue Recognition, when realized or realizable, and earned.
Revenues are recognized using the completed-contract method, when persuasive evidence of an
arrangement exists, services to customers have been rendered or products have been delivered, the
selling price is fixed or determinable and collectability is reasonably assured. Revenues are
recorded net of sales tax. Substantially all projects are short term in nature; however, the
Company occasionally enters into contracts that are longer in duration that represent multiple
element arrangements, which include a combination of services and products. The Company separates
deliverables into units of accounting based on whether the deliverables have standalone value to
the customer. The arrangement consideration is allocated to the separate units of accounting based
on each units relative selling price determined using vendor specific objective evidence. Revenues
are recognized for the separate units of accounting when services to customers have been rendered
or products have been delivered and risk of ownership has passed to the customer. The Company
provides limited warranties to customers, depending upon the service performed. Warranty claim
costs were not material during the three or nine months ended September 30, 2011 or 2010.
Inventories
Inventories are valued at the lower of cost or market. Cost is determined using the weighted
average cost method. Inventory quantities on hand are reviewed regularly based on related service
levels and functionality, and carrying cost is reduced to net realizable value for inventories in
which their cost exceeds their utility, due to physical deterioration, obsolescence, changes in
price levels or other causes. The excess and obsolete reserve was $1.7 million and $1.8 million at
September 30, 2011 and December 31, 2010, respectively. The cost of inventories consumed or
products sold are included in operating costs.
New Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards Update 2010-06, Improving Disclosures about
Fair Value Measurements (ASU 2010-06). ASU 2010-06 provides more robust disclosures about the
transfers between Levels 1 and 2, the activity in Level 3 fair value measurements and clarifies the
level of disaggregation and disclosure related to the valuation techniques and inputs used. The new
disclosures are effective for interim and annual reporting periods beginning after December 15,
2009, except for the Level 3 activity disclosures, which are effective for fiscal years beginning
after December 15, 2010. There was not a material impact from the adoption of this guidance on the
Companys consolidated financial statements.
In June 2011, the FASB issued Accounting Standards Update 2011-04, Amendments to Achieve Common
Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU
2011-04 clarifies the requirements in U.S. GAAP for measuring fair value and for disclosing
information about fair value measurements. ASU 2011-04 provides further clarification on the: (1)
application of the highest and best use and valuation premise concepts, (2) fair value measurement
of an instrument
9
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classified in a reporting entitys shareholders equity, and (3) disclosure of unobservable inputs
used in Level 3 fair value measurements. ASU 2011-04 also changes how fair value is measured for
financial instruments that are managed within a portfolio and how premiums and discounts are
applied in measuring fair value. In addition to the clarification of Level 3 disclosures, ASU
2011-04 requires additional disclosures for fair value measurements as it relates to the following:
(1) the valuation process and sensitivity of changes in unobservable inputs, (2) a reporting
entitys use of a nonfinancial asset in a way that differs from the assets highest and best use,
and (3) the categorization by level of the fair value hierarchy for items that are not measured at
fair value but for which the fair value is required to be disclosed. ASU 2011-04 is effective for
interim and annual periods beginning on or after December 15, 2011. The Company does not expect a
material impact from the adoption of this guidance on the Companys consolidated financial
statements.
In June 2011, the FASB issued Accounting Standards Update 2011-05, Presentation of Comprehensive
Income (ASU 2011-05). ASU 2011-05 amends existing guidance by allowing only the following two
options for presenting the components of net income and other comprehensive income: (1) in a single
continuous financial statement or (2) in two separate but consecutive financial statements. In
addition, items that are reclassified from other comprehensive income to net income must be
presented on the face of the financial statements. ASU 2011-05 does not change the items that must
be reported in other comprehensive income, when an item of other comprehensive income must be
reclassified to net income, a companys option to present components of other comprehensive
income either net of related tax effects or before related tax effects, nor does it affect how
earnings per share is calculated or presented. ASU 2011-05 requires retrospective application, and
it is effective for fiscal years and interim periods within those years, beginning after December
15, 2011. The Company anticipates the adoption of this guidance will change the presentation and
provide additional detail on certain consolidated financial statements, but will not have any other
material impact.
In September 2011, the FASB issued Accounting Standards Update 2011-08, Testing Goodwill for
Impairment (ASU 2011-08). ASU 2011-08 gives a company the option to assess qualitative factors
to determine whether it is more likely than not that the fair value of a reporting unit is less
than its carrying amount as a basis for determining whether it is necessary to perform the two-step
goodwill impairment test. ASU 2011-08 allows a company to bypass the qualitative assessment for
any reporting unit in any period and proceed directly to performing the first step of the two-step
goodwill impairment test. Using the qualitative assessment in ASU 2011-08, if a company
determines it is not more likely than not that the fair value of a reporting unit is less than its
carrying amount, performing the two-step impairment test is unnecessary. If a company determines
it is more likely than not that the fair value of a reporting unit is less than its carrying
amount, it is required to perform step one of the two-step impairment test. ASU 2011-08 is
effective for annual and interim goodwill impairment tests performed for fiscal years beginning
after December 15, 2011. The Company does not expect a material impact from the adoption of this
guidance on its consolidated financial statements.
2. Acquisition
On February 23, 2011, Furmanite Worldwide, Inc. (FWI), a wholly owned subsidiary of the Parent
Company, entered into a Stock Purchase Agreement to acquire 100% of the outstanding stock of Self
Leveling Machines, Inc. and a subsidiary of FWI entered into an Asset Purchase Agreement to acquire
substantially all of the material operating and intangible assets of Self Levelling Machines Pty.
Ltd. (collectively, SLM) for total consideration of $9.1 million, net of cash acquired of $1.2
million. SLM provides large scale on-site machining, which includes engineering, fabrication and
execution of highly-specialized machining solutions for large-scale equipment or operations.
In connection with the SLM acquisition, on February 23, 2011, FWI entered into a consent and waiver
agreement under its credit agreement. See Note 6, Long-Term Debt, to these consolidated financial
statements for additional information as it relates to the credit agreement. FWI funded the cost of
the acquisition with $5.0 million in cash and by issuing notes payable (the Notes) to the
sellers equity holders for $5.3 million.
The final determinations of fair value for certain assets and liabilities remain subject to change
based on final valuations of the assets acquired and liabilities assumed. During the third quarter
of 2011, goodwill decreased by $0.2 million resulting from adjustments to the fair value
measurement of acquired net assets.
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The following amounts represent the preliminary determination of the fair value of the assets
acquired and liabilities assumed (in thousands):
Fair value of net assets acquired
Cash |
$ | 1,185 | ||
Accounts receivable |
224 | |||
Prepaid expenses and other current assets |
46 | |||
Property and equipment |
5,124 | |||
Goodwill 1 |
1,176 | |||
Intangible and other assets 2 |
4,035 | |||
Accrued expenses and other current liabilities |
(100 | ) | ||
Deferred tax liabilities |
(1,390 | ) | ||
Fair value of net assets acquired |
$ | 10,300 | ||
1 | Goodwill, which relates to the Americas (which includes operations in North America, South America and Latin America), consists of
intangible assets that do not qualify for separate recognition and is not deductible for tax purposes. |
|
2 | Intangible assets are primarily comprised of trademarks, patents, and non-compete arrangements. Other assets consist of acquired
interests
in equity and cost method investments. |
The SLM acquisition was not material to the Companys financial position and results of
operations, therefore, SLMs pro forma results would not have a material impact on the Companys
results had the acquisition occurred at the beginning of the current or previous year.
3. Earnings Per Share
Basic earnings per share are calculated as net income divided by the weighted-average number of
shares of common stock outstanding during the period, which includes restricted stock. Restricted
shares of the Companys common stock have full voting rights and participate equally with common
stock in dividends declared and undistributed earnings. As participating securities, the restricted
stock awards are included in the calculation of basic EPS using the two-class method. Diluted
earnings per share assumes issuance of the net incremental shares from stock options when dilutive.
The weighted-average common shares outstanding used to calculate diluted earnings per share reflect
the dilutive effect of common stock equivalents including options to purchase shares of common
stock, using the treasury stock method.
Basic and diluted weighted-average common shares outstanding and earnings per share include the
following (in thousands, except per share data):
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net income |
$ | 3,582 | $ | 1,811 | $ | 12,754 | $ | 5,762 | ||||||||
Basic weighted-average common shares outstanding |
37,107 | 36,743 | 37,002 | 36,722 | ||||||||||||
Dilutive effect of common stock equivalents |
177 | 160 | 291 | 159 | ||||||||||||
Diluted weighted-average common shares outstanding |
37,284 | 36,903 | 37,293 | 36,881 | ||||||||||||
Earnings per share: |
||||||||||||||||
Basic |
$ | 0.10 | $ | 0.05 | $ | 0.34 | $ | 0.16 | ||||||||
Dilutive |
$ | 0.10 | $ | 0.05 | $ | 0.34 | $ | 0.16 | ||||||||
Stock options excluded from diluted
weighted-average common shares outstanding
because their inclusion would have an
anti-dilutive effect: |
597 | 810 | 411 | 643 |
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4. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (in thousands):
September 30, | December 31, | |||||||
2011 | 2010 | |||||||
Compensation and benefits 1 |
$ | 12,814 | $ | 15,130 | ||||
Estimated potential uninsured liability claims |
1,320 | 1,886 | ||||||
Taxes other than income |
1,169 | 1,052 | ||||||
Value added tax payable |
1,005 | 1,387 | ||||||
Professional, audit and legal fees |
918 | 1,088 | ||||||
Customer deposit |
431 | 615 | ||||||
Rent |
384 | 327 | ||||||
Other employee related expenses |
247 | 550 | ||||||
Interest |
90 | 20 | ||||||
Other2 |
2,508 | 2,433 | ||||||
$ | 20,886 | $ | 24,488 | |||||
1 | Includes restructuring accruals of $0.4 million and $1.1 million as of September 30, 2011 and December 31, 2010, respectively. | |
2 | Includes restructuring accruals of $0.4 million and $0.5 million as of September 30, 2011 and December 31, 2010, respectively. |
5. Restructuring
During the fourth quarter of 2009 and in the first half of 2010, the Company committed to cost
reduction initiatives, including planned workforce reductions and restructuring of certain
functions. The Company has taken these specific actions in order to more strategically align the
Companys operating, selling, general and administrative costs relative to revenues.
2009 Cost Reduction Initiative
The Company completed this cost reduction initiative during 2010 and incurred total costs of
approximately $3.4 million. For the three months ended September 30, 2010, restructuring costs of
$0.3 million were incurred and are included in selling, general and administrative expenses. For
the nine months ended September 30, 2010, restructuring costs of $0.6 million and $1.8 million were
incurred and are included in operating costs and selling, general and administrative expenses,
respectively. There was minimal activity during the nine months ended September 30, 2011 related to
this initiative.
2010 Cost Reduction Initiative
During the second quarter of 2010, the Company committed to an additional cost reduction
initiative, primarily related to the restructuring of certain functions within the Companys EMEA
operations (which includes operations in Europe, the Middle East and Africa). The Company took
specific actions in order to improve the operational and administrative efficiency of its EMEA
operations, while providing a structure which will allow for future expansion of operations within
the region. For the nine months ended September 30, 2011, restructuring costs of $0.1 million are
included in operating costs. For the three months ended
September 30, 2011 there were no restructuring costs included in operating costs. For each of the
three and nine months ended September 30, 2010, restructuring costs incurred of $1.2 million are
included in operating costs. For the three and nine months ended September 30, 2011, restructuring
costs incurred of $25 thousand and $0.1 million, respectively, are included in selling, general and
administrative expenses. For the three and nine months ended September 30, 2010, restructuring
costs incurred of $0.5 million and $1.1 million, respectively, are included in selling, general and
administrative expenses.
The total restructuring costs estimated to be incurred in connection with this cost reduction
initiative are $4.0 million. As of September 30, 2011, the costs incurred since the inception of
this cost reduction initiative totaled approximately $3.6 million, with the remaining $0.4 million
expected to relate primarily to severance and benefits and lease termination costs.
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In connection with these initiatives, the Company recorded estimated expenses for severance, lease
cancellations, and other restructuring costs in accordance with FASB ASC 420-10, Exit or Disposal
Cost Obligations and FASB ASC 712-10, Nonretirement Postemployment Benefits.
The activity related to reserves associated with the cost reduction initiatives for the nine months
ended September 30, 2011, is as follows (in thousands):
Reserve at | Foreign currency | Reserve at | ||||||||||||||||||
December 31, 2010 | Charges | Cash payments | adjustments | September 30, 2011 | ||||||||||||||||
2009 Initiative |
||||||||||||||||||||
Severance and benefit costs |
$ | 107 | $ | | $ | (101 | ) | $ | 3 | $ | 9 | |||||||||
Lease termination costs |
125 | | (126 | ) | 1 | | ||||||||||||||
Other restructuring costs |
9 | (9 | ) | | | | ||||||||||||||
2010 Initiative |
||||||||||||||||||||
Severance and benefit costs |
969 | 228 | (812 | ) | 18 | 403 | ||||||||||||||
Lease termination costs |
277 | 20 | (31 | ) | 2 | 268 | ||||||||||||||
Other restructuring costs |
90 | 31 | (48 | ) | (1 | ) | 72 | |||||||||||||
$ | 1,577 | $ | 270 | $ | (1,118 | ) | $ | 23 | $ | 752 | ||||||||||
Restructuring costs associated with the cost reduction initiatives consist of the following (in
thousands):
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Severance and benefit costs |
$ | 17 | $ | 1,709 | $ | 228 | $ | 3,587 | ||||||||
Lease termination costs |
1 | 185 | 20 | 590 | ||||||||||||
Other restructuring costs |
7 | 98 | 22 | 539 | ||||||||||||
$ | 25 | $ | 1,992 | $ | 270 | $ | 4,716 | |||||||||
Restructuring costs were incurred in the following geographical areas (in thousands):
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Americas |
$ | | $ | 68 | $ | | $ | 435 | ||||||||
EMEA |
25 | 1,924 | 270 | 4,281 | ||||||||||||
$ | 25 | $ | 1,992 | $ | 270 | $ | 4,716 | |||||||||
Total workforce reductions in which severance costs were incurred related to the cost
reduction initiatives included terminations for 165 employees, which include reductions of 31
employees in the Americas, 133 employees in EMEA, and one employee in Asia-Pacific.
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6. Long-Term Debt
Long-term debt consists of the following (in thousands):
September 30, | December 31, | |||||||
2011 | 2010 | |||||||
Borrowings under the revolving credit
facility (the Credit Agreement) |
$ | 30,000 | $ | 30,000 | ||||
Capital leases |
74 | 161 | ||||||
Notes payable (the Notes) |
5,219 | | ||||||
Total long-term debt |
35,293 | 30,161 | ||||||
Less: current portion of long-term debt |
(2,584 | ) | (76 | ) | ||||
Total long-term debt, non-current |
$ | 32,709 | $ | 30,085 | ||||
On August 4, 2009, FWI and certain foreign subsidiaries of FWI (the designated borrowers)
entered into a credit agreement dated July 31, 2009 with a banking syndicate comprising Bank of
America, N.A. and Compass Bank (the Credit Agreement). The Credit Agreement, which matures on
January 31, 2013, provides a revolving credit facility of up to $50.0 million. A portion of the
amount available under the Credit Agreement (not in excess of $20.0 million) is available for the
issuance of letters of credit. In addition, a portion of the amount available under the Credit
Agreement (not in excess of $5.0 million in the aggregate) is available for swing line loans to
FWI. The loans outstanding under the Credit Agreement may not exceed $35.0 million in the aggregate
to the designated borrowers.
At each of September 30, 2011 and December 31, 2010, $30.0 million was outstanding under the Credit
Agreement. Borrowings under the Credit Agreement bear interest at variable rates (based on the
prime rate, federal funds rate or Eurocurrency rate, at the option of the borrower, including a
margin above such rates, and subject to an adjustment based on a calculated funded debt to Adjusted
EBITDA ratio (as defined in the Credit Agreement)) which was 2.2% at September 30, 2011 and 2.3% at
December 31, 2010. The Credit Agreement contains a commitment fee, which ranges between 0.25% to
0.30% based on the funded debt to Adjusted EBITDA ratio, and was 0.25% at each of September 30,
2011 and December 31, 2010, based on the unused portion of the amount available under the Credit
Agreement. Adjusted EBTIDA is net income plus interest, income taxes, depreciation and
amortization, and other non-cash expenses minus income tax credits and non-cash items increasing
net income as defined in the Credit Agreement. All obligations under the Credit Agreement are
guaranteed by FWI and certain of its subsidiaries under a guaranty and collateral agreement, and
are secured by a first priority lien on FWI and certain of its subsidiaries assets (which
approximates $150.6 million of current assets and property and equipment as of September 30,
2011) and is without recourse to the Parent Company. The Credit Agreement includes requirements
that the Company must maintain: (i) a funded debt to Adjusted EBITDA ratio of no more than 2.75 to 1.0
as of the last day of each fiscal quarter, measured on a trailing four-quarters basis, and (ii) a
fixed charge coverage ratio (as defined in the Credit Agreement) of at least 3.0 to 1.0 for the
same trailing four quarter period. FWI is also subject to certain other compliance provisions
including, but not limited to, maintaining certain tangible asset concentration levels, and capital
expenditure limitations as well as restrictions on indebtedness, guarantees, dividends and other
contingent obligations and transactions. Events of default under the Credit Agreement include
customary events, such as change of control, breach of covenants or breach of representations and
warranties. At September 30, 2011, FWI was in compliance with all covenants under the Credit
Agreement.
Considering the outstanding borrowings of $30.0 million, and $1.1 million related to outstanding
letters of credit, the unused borrowing capacity under the Credit Agreement was $18.9 million at
September 30, 2011, with a limit of $5.0 million of this capacity remaining for the designated
borrowers.
In connection with the acquisition of SLM, on February 23, 2011, FWI entered into a consent and
waiver agreement as it relates to the Credit Agreement. Pursuant to the consent and waiver
agreement, Bank of America, N.A. and Compass Bank consented to the SLM acquisition and waived any
default or event of default for certain debt covenants that would arise as a result of the SLM
acquisition. FWI funded the cost of the acquisition with $5.0 million in cash and by issuing the
Notes to the sellers equity holders for $5.3 million ($2.9 million denominated in U.S. dollar and
$2.4 million denominated in Australian dollar) payable in two annual installments, which mature on
February 23, 2013. All obligations under the Notes are secured by a first priority lien on the
assets acquired in the acquisition. At September 30, 2011, $5.2 million was outstanding under the
Notes. The Notes bear interest at a fixed rate of 2.5% per annum.
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7. Retirement Plan
Two of the Companys foreign subsidiaries have defined benefit pension plans, one plan covering
certain of its United Kingdom employees (the U.K. Plan) and the other covering certain of its
Norwegian employees (the Norwegian Plan). Since the Norwegian Plan represents approximately two
percent of the Companys total pension plan assets and three percent of total pension plan
liabilities, only the schedule of net periodic pension cost includes combined amounts from the two
plans, while assumption and narrative information relates solely to the U.K. Plan.
Net periodic pension cost for the U.K. and Norwegian Plans includes the following components (in
thousands):
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Service cost |
$ | 219 | $ | 211 | $ | 680 | $ | 615 | ||||||||
Interest cost |
935 | 928 | 2,871 | 2,707 | ||||||||||||
Expected return on plan assets |
(909 | ) | (910 | ) | (2,793 | ) | (2,655 | ) | ||||||||
Amortization of prior service cost |
(24 | ) | (24 | ) | (73 | ) | (70 | ) | ||||||||
Amortization of net actuarial loss |
159 | 274 | 487 | 800 | ||||||||||||
Net periodic pension cost |
$ | 380 | $ | 479 | $ | 1,172 | $ | 1,397 | ||||||||
The expected long-term rate of return on invested assets is determined based on the weighted
average of expected returns on asset investment categories as follows: 6.3% overall, 7.8% for
equities and 4.7% for bonds. Estimated annual pension plan contributions are assumed to be
consistent with the current expected contribution level of $0.8 million for 2011.
8. Stock-Based Compensation
The Company has stock option plans and agreements which allow for the issuance of stock options,
restricted stock awards, restricted stock units and stock appreciation rights. For the three and
nine months ended September 30, 2011, the total compensation cost charged against income and
included in selling, general and administrative expenses for stock-based compensation arrangement
was $0.2 million and $0.5 million, respectively, and $0.2 million and $0.7 million for the three
and nine months ended September 30, 2010. The expense for the nine months ended September 30, 2010
included $0.2 million associated with accelerated vesting of awards in connection with the
retirement of the former Chairman and Chief Executive Officer of the Company. Tax effects from
stock-based compensation are insignificant due to the Companys current domestic tax position.
During the first quarter of 2011, the Company granted options to certain employees to purchase
70,000 shares of its common stock with a fair market value of $4.15 per share. During the second
quarter of 2011, the Company granted $0.7 million in restricted stock units. The Company uses
authorized but unissued shares of common stock for stock option exercises and restricted stock
issuances pursuant to the Companys share-based compensation plan and treasury stock for issuances
outside of the plan. As of September 30, 2011, the total unrecognized compensation expense related
to stock options and restricted stock was $1.5 million and $1.0 million, respectively.
9. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss in the equity section of the consolidated balance sheets
includes the following (in thousands):
September 30, | December 31, | |||||||
2011 | 2010 | |||||||
Net actuarial loss and prior service credit |
$ | (12,547 | ) | $ | (12,965 | ) | ||
Less: deferred tax benefit |
3,424 | 3,538 | ||||||
Net of tax |
(9,123 | ) | (9,427 | ) | ||||
Foreign currency translation adjustment |
98 | 1,024 | ||||||
Total accumulated other comprehensive loss |
$ | (9,025 | ) | $ | (8,403 | ) | ||
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10. Income Taxes
The Company maintains a valuation allowance to adjust the basis of net deferred tax assets in
accordance with the provisions of FASB ASC 740, Income Taxes (ASC 740). As a result,
substantially all domestic federal income taxes, as well as certain state and foreign income taxes,
recorded for the three and nine months ended September 30, 2011 and 2010 were fully offset by a
corresponding change in valuation allowance. Income tax expense recorded for the three and nine
months ended September 30, 2011 consisted of income tax expenses in foreign and state jurisdictions
in which the Company operates, with the nine months ended September 30, 2011 partially offset by a
valuation allowance change resulting in a deferred tax benefit of $1.2 million related to the SLM
acquisition. Income tax expense recorded for the three and nine months ended September 30, 2010
consisted primarily of income tax expenses in foreign and state jurisdictions in which the Company
operates.
Income tax expense differs from the expected tax at statutory rates due primarily to the change in
valuation allowance for deferred tax assets and different tax rates in the various foreign
jurisdictions. Additionally, the aggregate tax expense is not always consistent when comparing
periods due to the changing income before income taxes mix between domestic and foreign operations
and within the foreign operations. In concluding that a full valuation allowance on domestic
federal and certain state and foreign income taxes was required, the Company primarily considered
such factors as the history of operating losses and the nature of the deferred tax assets. Interim
period income tax expense or benefit is computed at the estimated annual effective tax rate, unless
adjusted for specific discrete items as required.
Income tax expense as a percentage of income before income taxes was approximately 15.5% and 32.3%
for the nine months ended September 30, 2011 and 2010, respectively. For the three months ended
September 30, 2011 and 2010 income tax expense as a percentage of income before income taxes was
approximately 27.2% and 37.7%, respectively. Excluding the $1.2 million acquisition related
deferred tax benefit noted above, the effective income tax rate for the nine months ended September
30, 2011 was 23.6%. The remaining change in the income tax rates between periods is related to
changes in the mix of income before income taxes between countries whose income taxes are offset by
full valuation allowance and those that are not, and differing statutory tax rates in the countries
in which the Company incurs tax liabilities.
In accordance with ASC 740, the Company recognizes the tax benefit from uncertain tax positions
only if it is more-likely-than-not that the tax position will be sustained on examination by the
applicable taxing authorities, based on the technical merits of the position. The tax benefit
recognized is based on the largest amount of tax benefit that is greater than 50 percent likely of
being realized upon ultimate settlement with the taxing authority.
The Company recognizes interest expense on underpayments of income taxes and accrued penalties
related to unrecognized non-current tax benefits as part of the income tax provision. The Company
incurred no significant interest or penalties for the three and nine months ended September 30,
2011 and 2010. Unrecognized tax benefits at September 30, 2011 and December 31, 2010 of $1.0
million and $0.8 million, respectively, for uncertain tax positions related to transfer pricing are
included in other liabilities on the consolidated balance sheets and would impact the effective tax
rate for certain foreign jurisdictions if recognized.
A reconciliation of the change in the unrecognized tax benefits for the nine months ended September
30, 2011 is as follows (in thousands):
Balance at December 31, 2010 |
$ | 803 | ||
Additions based on tax positions |
185 | |||
Balance at September 30, 2011 |
$ | 988 | ||
11. Commitments and Contingencies
The operations of the Company are subject to federal, state and local laws and regulations in the
United States and various foreign locations relating to protection of the environment. Although the
Company believes its operations are in compliance with applicable environmental regulations, there
can be no assurance that costs and liabilities will not be incurred by the Company. Moreover, it is
possible that other developments, such as increasingly stringent environmental laws, regulations
and enforcement policies thereunder, and claims for damages to property or persons resulting from
operations of the Company, could result in costs and liabilities to the Company. The Company has
recorded, in other liabilities, an undiscounted reserve for environmental liabilities related to
the remediation of site contamination for properties in the United States in the amount of $1.0
million and $1.2 million at September 30, 2011 and December 31, 2010, respectively. While there is
a reasonable possibility due to the inherent
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nature of environmental liabilities that a loss
exceeding amounts already recognized could occur, the Company does not believe such amounts are
material its financial statements.
On September 19, 2011, John Daugherty filed a derivative
shareholder petition in the County Court at Law No. 3, Dallas County, Texas, on behalf of the Company against certain of the Companys
directors and executive officers and naming the Company as a nominal party. The petition alleges the named directors and
officers breached their fiduciary responsibilities in regard to certain internal control matters. The petitioner requests that
the defendants pay unspecified damages to the Company. On October 31, 2011, the defendants filed their answer in the lawsuit as well
as motions to dismiss it. The defendants have informed the Company that they believe this lawsuit is without merit and intend to
vigorously defend the lawsuit.
Furmanite
America, Inc., a subsidiary of the Company, is involved in disputes with a customer,
who is negotiating with a governmental regulatory agency and claims that the subsidiary failed
to provide them with satisfactory services at the customers facilities. On April 17, 2009, a
customer, INEOS USA LLC, initiated legal action against the subsidiary in the Common Pleas Court of
Allen County, Ohio, alleging that the subsidiary and one of its former employees, who performed
data services at one of the customers facilities, breached its contract with the customer and
failed to provide the customer with adequate and timely information to support the subsidiarys
work at the customers facility from 1998 through the second quarter of 2005. The customers
complaint seeks damages in an amount that the subsidiary believes represents the total proposed
civil penalty, plus the cost of unspecified supplemental environmental projects requested by the
regulatory agency to reduce air emissions at the customers facility, and also seeks unspecified
punitive damages. The subsidiary believes that it provided the customer with adequate and timely
information to support the subsidiarys work at the customers facilities and will vigorously
defend against the customers claim.
In the first quarter of 2008, a subsidiary of the Company filed an action seeking to vacate a $1.35
million arbitration award related to a sales brokerage agreement associated with a business that
the subsidiary sold in 2005. The subsidiary believed that the sales broker was an affiliate of
another company that in 2006 settled all of its claims, as well as all of the claims of its
affiliates, against the subsidiary. The action to vacate the arbitration award terminated and, in
January 2010, the subsidiary paid the full amount of the arbitration award plus accrued interest to
the sales broker which was accrued as of December 31, 2009. In separate actions, the subsidiary was
seeking to enforce the prior settlement agreement executed by the sales brokers affiliate and
obtain an equitable offset of the arbitration award, however, upon mutual agreement by all parties,
these separate actions were dismissed by the court in July 2010.
The Company has contingent liabilities resulting from litigation, claims and commitments incident
to the ordinary course of business. Management believes, after consulting with counsel, that the
ultimate resolution of such contingencies will not have a material adverse effect on the financial
position, results of operations or liquidity of the Company.
While the Company cannot make an assessment of the eventual outcome of all of these matters or
determine the extent, if any, of any potential uninsured liability or damage, reserves of $1.3
million and $1.9 million, which include the Furmanite America, Inc. litigation, were recorded in
accrued expenses and other current liabilities as of September 30, 2011 and December 31, 2010,
respectively. While there is a reasonable possibility that a loss exceeding amounts already
recognized could occur, the Company does not believe such amounts are
material to its financial
statements.
12. Business Segment Data and Geographical Information
An operating segment is defined as a component of an enterprise about which separate financial
information is available that is evaluated regularly by the chief decision maker, or
decision-making group, in deciding how to allocate resources and in assessing performance. During
the third quarter of 2011, the Company expanded the number of segments as a result of enhancements
in the level of financial information provided to its chief operating decision maker. The prior
period information conforms to the current year presentation. For financial reporting purposes, the
Company operates in three segments which comprise the Companys three geographical areas: the
Americas, EMEA and Asia-Pacific.
The Company provides specialized technical services to an international client base that includes
petroleum refineries, chemical plants, pipelines, offshore drilling and production platforms, steel
mills, food and beverage processing facilities, power generation, and other flow-process
industries.
The Company evaluates performance based on the operating income (loss) from each segment which
excludes interest income and other income (expense), interest expense, and income tax expense
(benefit). The accounting policies of the reportable segments are the same as those described
in Note 1. Intersegment revenues are recorded at cost plus a profit margin. All transactions
and balances between segments are eliminated in consolidation.
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The following is a summary of the financial information of the Companys reportable segments as
of and for the three and nine months ended September 30, 2011 and 2010 reconciled to the
amounts reported in the consolidated financial statements (in thousands):
Reconciling | ||||||||||||||||||||
Items, | ||||||||||||||||||||
Including | ||||||||||||||||||||
Americas3 | EMEA3 | Asia-Pacific3 | Corporate1 | Total | ||||||||||||||||
Three months ended September 30, 2011: |
||||||||||||||||||||
Revenues from external customers |
$ | 34,858 | $ | 31,627 | $ | 11,845 | $ | | $ | 78,330 | ||||||||||
Intersegment revenues |
325 | 1,505 | 175 | (2,005 | ) | | ||||||||||||||
Operating income (loss) |
2,100 | 3,959 | 2,646 | (3,183 | ) | 5,522 | ||||||||||||||
Three months ended September 30, 2010: |
||||||||||||||||||||
Revenues from external customers |
$ | 27,408 | $ | 28,243 | $ | 11,284 | $ | | $ | 66,935 | ||||||||||
Intersegment revenues |
912 | 1,731 | 44 | (2,687 | ) | | ||||||||||||||
Operating income (loss) |
2,080 | 970 | 2,748 | (3,092 | ) | 2,706 | ||||||||||||||
Nine months ended September 30, 2011: |
||||||||||||||||||||
Revenues from external customers |
$ | 116,028 | $ | 88,566 | $ | 29,799 | $ | | $ | 234,393 | ||||||||||
Intersegment revenues |
2,684 | 4,206 | 264 | (7,154 | ) | | ||||||||||||||
Operating income (loss) |
14,148 | 8,041 | 4,119 | (10,354 | ) | 15,954 | ||||||||||||||
Nine months ended September 30, 2010: |
||||||||||||||||||||
Revenues from external customers |
$ | 96,525 | $ | 82,350 | $ | 32,008 | $ | | $ | 210,883 | ||||||||||
Intersegment revenues |
2,127 | 5,972 | 200 | (8,299 | ) | | ||||||||||||||
Operating income (loss) |
10,310 | 1,936 | 7,971 | (11,524 | ) | 8,693 |
1 | Intersegment revenue amounts in
Reconciling Items, Including Corporate relate to eliminations or
reversals of transactions between reportable segments. Operating
income (loss) in Reconciling Items, Including Corporate
represents certain corporate overhead costs not allocated to reportable
segments. |
|
2 | Included in the Americas are domestic
revenues of $33.9 million and $27.2 million
for the three months ended September 30, 2011 and 2010, respectively,
and $109.9 million and $95.4 million for the nine months ended
September 30, 2011 and 2010, respectively. |
|
3 | Goodwill in the Americas at September
30, 2011 and December 31, 2010 totaled $6.1 million and $4.9 million,
respectively. Goodwill in EMEA and Asia-Pacific totaled $6.6 million
and $1.6 million,
respectively, at each of September 30, 2011 and December 31, 2010. |
The following geographical area information includes total long-lived assets (which consist of
all non-current assets, other than goodwill, indefinite-lived intangible assets and deferred
tax assets) based on physical location (in thousands):
September 30, | December 31, | |||||||
2011 | 2010 | |||||||
Americas |
$ | 21,104 | $ | 17,311 | ||||
EMEA |
11,328 | 12,092 | ||||||
Asia-Pacific |
6,475 | 3,493 | ||||||
$ | 38,907 | $ | 32,896 | |||||
13. Fair Value of Financial Instruments and Credit Risk
Fair value is defined under FASB ASC 820-10, Fair Value Measurement (ASC 820-10), as the exchange
price that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. Valuation techniques used to measure fair value under
ASC 820-10 must maximize the use of the observable inputs and minimize the use of unobservable
inputs. The standard established a fair value hierarchy based on three levels of inputs, of which
the first two are considered observable and the last unobservable.
| Level 1 Quoted prices in active markets for identical assets or liabilities. These are
typically obtained from real-time quotes for transactions in active exchange markets
involving identical assets. |
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| Level 2 Quoted prices for similar assets and liabilities in active markets; quoted
prices included for identical or similar assets and liabilities that are not active; and
model-derived valuations in which all significant inputs and significant value drivers are
observable in active markets. These are typically obtained from readily-available pricing
sources for comparable instruments. |
||
| Level 3 Unobservable inputs, where there is little or no market activity for the asset
or liability. These inputs reflect the reporting entitys own assumptions about the
assumptions that market participants would use in pricing the asset or liability, based on
the best information available in the circumstances. |
The Company currently does not have any assets or liabilities that would require valuation under
ASC 820-10, except for pension assets. The Company does not have any derivatives or marketable
securities. The estimated fair value of cash and cash equivalents, accounts receivable, accounts
payable and accrued liabilities approximate their carrying amounts due to the relatively short
period to maturity of these instruments. The estimated fair value of all debt as of September 30,
2011 and December 31, 2010 approximated the carrying value. These fair values were estimated based
on the Companys current incremental borrowing rates for similar types of borrowing arrangements,
when quoted market prices were not available. The estimates are not necessarily indicative of the
amounts that would be realized in a current market exchange.
The Company provides services to an international client base that includes petroleum refineries,
chemical plants, offshore energy production platforms, steel mills, nuclear power stations,
conventional power stations, pulp and paper mills, food and beverage processing plants, other flow
process facilities. The Company does not believe that it has a significant concentration of credit
risk at September 30, 2011, as the Companys accounts receivable are generated from these business
industries with customers located throughout the Americas, EMEA and Asia-Pacific.
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FURMANITE CORPORATION AND SUBSIDIARIES
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the unaudited consolidated financial
statements and notes thereto of Furmanite Corporation included in Item 1 of this Quarterly Report
on Form 10-Q.
Business Overview
Furmanite Corporation, (the Parent Company), together with its subsidiaries (collectively the
Company or Furmanite) was incorporated in 1953 and conducts its principal business through its
subsidiaries in the technical services industry. The Parent Companys common stock, no par value,
trades under the ticker symbol FRM on the New York Stock Exchange.
The Company provides specialized technical services, including on-line services, which include leak
sealing, hot tapping, line stopping, line isolation, composite repair and valve testing. In
addition, the Company provides off-line services, which include on-site machining, heat treatment,
bolting and valve repair, and other services including heat exchanger design, manufacture and
repair, smart shim services, concrete repair and valve and other product manufacturing. These
products and services are provided primarily to electric power generating plants, petroleum
refineries, which include refineries and offshore drilling rigs (including subsea) and other
process industries in the Americas (which includes operations in North America, South America and
Latin America), EMEA (which includes operations in Europe, the Middle East and Africa) and
Asia-Pacific through Furmanite.
Financial Overview
For the nine months ended September 30, 2011, consolidated revenues increased by $23.5 million
compared to the nine months ended September 30, 2010. During the nine months ended September 30,
2011, revenues were positively affected by increases in leak sealing, line stopping and on-site
machining services. For the three months ended September 30, 2011, consolidated revenues increased
by $11.4 million compared to the three months ended September 30, 2010. For the three months ended
September 30, 2011, revenues were positively affected by increases in leak sealing, line stopping
and bolting services. The Companys net income for the three and nine months ended September 30,
2011 increased by $1.8 million and $7.0 million, respectively, compared to the three and nine
months ended September 30, 2010. The increase in net income was a result of the increase in
revenues for the current year three and nine month periods, as well as lower restructuring costs
and operational improvements realized as a result of the cost reduction initiatives which began in
late 2009 and continued throughout 2010.
In the fourth quarter of 2009, the Company committed to a cost reduction initiative, including
planned workforce reductions and restructuring of certain functions, in order to more strategically
align the Companys operating, selling, general and administrative costs relative to revenues. The
Company completed the 2009 cost reduction initiative during 2010 with total restructuring costs
incurred under this initiative of approximately $3.4 million. The Company estimates the effects of
this initiative have resulted in annual cost reductions at historical activity levels of
approximately $11.0 million, primarily compensation expenses, which have favorably impacted
selling, general and administrative expenses.
In the second quarter of 2010, the Company committed to an additional cost reduction initiative,
primarily related to the restructuring of certain functions within the Companys EMEA operations.
The Company took specific actions in order to improve the operational and administrative efficiency
of its EMEA operations, while providing a structure which will allow for future expansion of
operations within the region. The Company expects to incur total costs of approximately
$4.0 million in connection with this cost reduction initiative, which are primarily related to
severance and benefit costs. As of September 30, 2011, restructuring costs of $3.6 million have
been incurred since the inception of this additional cost reduction initiative, with the remaining
$0.4 million expected to be incurred during 2011. The Company estimates the effects of this
initiative to result in annual cost reductions at historical activity levels of approximately $5.0
million, primarily compensation expenses, of which approximately half will affect operating costs
with the other half impacting selling, general and administrative expenses.
As a result of these two initiatives, total restructuring costs negatively impacted operating
income by $25 thousand and $2.0 million and net income by $19 thousand and $1.9 million for the
three months ended September 30, 2011 and 2010, respectively. For the nine months ended September 30, 2011 and 2010, total restructuring costs negatively
impacted operating income by $0.3 million and $4.7 million and net income by $0.2 million and $4.3
million, respectively.
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The Companys diluted earnings per share for the three and nine months ended September 30, 2011
were $0.10 and $0.34, respectively, compared to $0.05 and $0.16, for the three and nine months
ended September 30, 2010, respectively.
Results of Operations
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(in thousands, except per share data) | ||||||||||||||||
Revenues |
$ | 78,330 | $ | 66,935 | $ | 234,393 | $ | 210,883 | ||||||||
Costs and expenses: |
||||||||||||||||
Operating costs (exclusive of depreciation and amortization) |
53,807 | 45,714 | 160,675 | 143,298 | ||||||||||||
Depreciation and amortization expense |
2,207 | 1,646 | 6,280 | 4,767 | ||||||||||||
Selling, general and administrative expense |
16,794 | 16,869 | 51,484 | 54,125 | ||||||||||||
Total costs and expenses |
72,808 | 64,229 | 218,439 | 202,190 | ||||||||||||
Operating income |
5,522 | 2,706 | 15,954 | 8,693 | ||||||||||||
Interest income and other income (expense), net |
(341 | ) | 438 | (99 | ) | 534 | ||||||||||
Interest expense |
(263 | ) | (238 | ) | (758 | ) | (720 | ) | ||||||||
Income before income taxes |
4,918 | 2,906 | 15,097 | 8,507 | ||||||||||||
Income tax expense |
(1,336 | ) | (1,095 | ) | (2,343 | ) | (2,745 | ) | ||||||||
Net income |
$ | 3,582 | $ | 1,811 | $ | 12,754 | $ | 5,762 | ||||||||
Earnings per share: |
||||||||||||||||
Basic |
$ | 0.10 | $ | 0.05 | $ | 0.34 | $ | 0.16 | ||||||||
Diluted |
$ | 0.10 | $ | 0.05 | $ | 0.34 | $ | 0.16 |
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Geographical Information
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(in thousands) | ||||||||||||||||
Revenues: |
||||||||||||||||
Americas, including corporate |
$ | 34,858 | $ | 27,408 | $ | 116,028 | $ | 96,525 | ||||||||
EMEA |
31,627 | 28,243 | 88,566 | 82,350 | ||||||||||||
Asia-Pacific |
11,845 | 11,284 | 29,799 | 32,008 | ||||||||||||
Total revenues |
78,330 | 66,935 | 234,393 | 210,883 | ||||||||||||
Costs and expenses: |
||||||||||||||||
Operating costs (exclusive of depreciation and amortization) |
||||||||||||||||
Americas, including corporate |
25,135 | 18,465 | 79,761 | 64,489 | ||||||||||||
EMEA |
21,493 | 20,614 | 61,460 | 60,346 | ||||||||||||
Asia-Pacific |
7,179 | 6,635 | 19,454 | 18,463 | ||||||||||||
Total operating costs (exclusive of depreciation and amortization) |
53,807 | 45,714 | 160,675 | 143,298 | ||||||||||||
Operating costs as a percentage of revenue |
68.7 | % | 68.3 | % | 68.5 | % | 68.0 | % | ||||||||
Depreciation and amortization expense |
||||||||||||||||
Americas, including corporate |
1,175 | 886 | 3,363 | 2,544 | ||||||||||||
EMEA |
499 | 467 | 1,510 | 1,387 | ||||||||||||
Asia-Pacific |
533 | 293 | 1,407 | 836 | ||||||||||||
Total depreciation and amortization expense |
2,207 | 1,646 | 6,280 | 4,767 | ||||||||||||
Depreciation and amortization expense as a percentage of revenue |
2.8 | % | 2.5 | % | 2.7 | % | 2.3 | % | ||||||||
Selling, general and administrative expense |
||||||||||||||||
Americas, including corporate |
9,631 | 9,053 | 29,086 | 30,657 | ||||||||||||
EMEA |
5,677 | 6,198 | 17,577 | 18,720 | ||||||||||||
Asia-Pacific |
1,486 | 1,618 | 4,821 | 4,748 | ||||||||||||
Total selling general and administrative expense |
16,794 | 16,869 | 51,484 | 54,125 | ||||||||||||
Selling, general and administrative expense as a percentage of revenue |
21.4 | % | 25.2 | % | 22.0 | % | 25.7 | % | ||||||||
Total costs and expenses |
$ | 72,808 | $ | 64,229 | $ | 218,439 | $ | 202,190 | ||||||||
Geographical
areas, based on physical location, are the Americas (including corporate), EMEA and Asia-Pacific. The
following discussion and analysis, as it relates to geographic information, excludes any allocation
of headquarter costs to EMEA or Asia-Pacific.
Revenues
For the nine months ended September 30, 2011, consolidated revenues increased by $23.5 million, or
11.1%, to $234.4 million, compared to $210.9 million for the nine months ended September 30, 2010.
Changes related to foreign currency exchange rates favorably impacted revenues by $10.0 million, of
which $5.7 million, $3.9 million and $0.4 million were related to favorable impacts from EMEA,
Asia-Pacific and the Americas, respectively. Excluding the foreign currency exchange rate impact,
revenues increased by $13.5 million, or 6.4%, for the nine months ended September 30, 2011 compared
to the same period in the prior year. This $13.5 million increase in revenues consisted of $19.1
million and $0.5 million increases in the Americas and EMEA, respectively, partially offset by a
$6.1 million decrease in Asia-Pacific. The increase in revenues in the Americas was related to
increases in both on-line services and off-line services. The
increase within the Americas on-line
services primarily related to volume increases in leak sealing and line stopping services of
approximately 29% when compared to revenues in the same period in the prior year. Revenues
increased within off-line services by approximately 12% when compared to the prior year and
primarily related to volume increases in bolting and on-site machining services. The increase in
revenues in EMEA was primarily attributable to increases in on-line services but was partially
offset by decreases in off-line services. The increase in revenues within on-line services in EMEA
primarily related to volume increases in leak sealing services of approximately 8% when compared to
revenues in the same period of the prior year. This increase was partially offset by decreases in
off-line services in EMEA, which primarily included volume decreases in heat exchanger repair
services of approximately 3% when compared to
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revenues in the same period in the prior year. The
decrease in revenues in Asia-Pacific was attributable to decreases in both on-line and off-line
services. The decrease within on-line services in Asia-Pacific primarily related to volume
decreases in hot tapping services in Singapore as a large hot tapping project concluded in late
2010, resulting in an approximate 34% decrease in hot tapping services when compared to revenue in
the same period of the prior year. The decrease in off-line services in Asia-Pacific is primarily
related to volume decreases in bolting services in Australia of approximately 16% due to inclement
weather conditions in the first half of the current year but these decreases were partially offset
by a 14% increase in on-site machining services when compared to revenues in the same period in the
prior year.
For the three months ended September 30, 2011, consolidated revenues increased by $11.4 million, or
17.0%, to $78.3 million, compared to $66.9 million for the three months ended September 30, 2010.
Changes related to foreign currency exchange rates favorably impacted revenues by $3.0 million, of
which $1.6 million and $1.4 million were related to favorable impacts in EMEA and Asia-Pacific,
respectively. Excluding the foreign currency exchange rate impact, revenues increased by $8.4
million, or 12.6%, for the three months ended September 30, 2011 compared to the same period in the
prior year. This $8.4 million increase in revenues consisted of increases of $7.4 million and $1.8
million in the Americas and EMEA, respectively, but were partially offset by a decrease of $0.8
million in Asia-Pacific. The increase in revenues in the Americas was primarily due to increases in
on-line services, which included volume increases in leak sealing and line stopping services of
approximately 25% when compared to revenues in the same period in the prior year. The increase in
revenues in EMEA was primarily attributable to increases in on-line services, which included volume
increases in leak sealing services of approximately 14%, when compared to revenues in the same
period in the prior year. This increase was partially offset by a decrease in offline services in
EMEA primarily driven by an approximate 8% decrease in on-site machining when compared to revenues
in the same period in the prior year. The decrease in revenues in Asia-Pacific was primarily
related to decreases in on-line services but was substantially offset by increases in off-line
services. The decrease in on-line services in Asia-Pacific was primarily related to volume
decreases in hot tapping services within Singapore as a large hot tapping project which concluded
in late 2010 resulted in an approximate 35% decrease in hot tapping services when compared to
revenues in the same period of the prior year. The increase within off-line services in
Asia-Pacific primarily related to volume increases in on-site machining services in Australia and
resulted in an approximate 32% increase in these services when compared to revenues in the same
period of the prior year. In addition, Asia-Pacific had volume increases of approximately 14% in
bolting services when compared to revenues in the same period of the prior year.
Operating Costs (exclusive of depreciation and amortization)
For the nine months ended September 30, 2011, operating costs, increased $17.4 million, or 12.1%,
to $160.7 million, compared to $143.3 million for the nine months ended September 30, 2010. Changes
related to foreign currency exchange rates unfavorably impacted costs by $6.8 million, of which
$4.1 million, $2.5 million and $0.2 million were related to unfavorable impacts from EMEA,
Asia-Pacific and the Americas, respectively. Excluding the foreign currency exchange rate impact,
operating costs increased $10.6 million, or 7.4%, for the nine months ended September 30, 2011,
compared to the same period in the prior year. This change consisted of a $15.0 million increase in
the Americas, partially offset by decreases of $2.9 million and $1.5 million in EMEA and
Asia-Pacific, respectively. The increase in operating costs in the Americas was primarily related
to higher material, labor and equipment rental costs of approximately 20% when compared to the same
period in the prior year, which were attributable to the increase in revenues. The decrease in EMEA
was due to decreases in labor costs of 5% associated with the cost reduction initiatives. In
addition, severance related restructuring costs in EMEA decreased from $1.8 million for the nine
months ended September 30, 2010 to $0.1 million for the nine months ended September 30, 2011. The
decrease in operating costs in Asia-Pacific was primarily attributable to a decrease in equipment
rental costs in Singapore of approximately 8% when compared to the same period in the prior year
associated with the decreased revenues.
For the three months ended September 30, 2011, operating costs increased $8.1 million, or 17.7%, to
$53.8 million, compared to $45.7 million for the three months ended September 30, 2010. Changes
related to foreign currency exchange rates unfavorably impacted costs by $2.0 million, of which
$1.2 million and $0.8 million were related to unfavorable impacts in EMEA and Asia-Pacific,
respectively. Excluding the foreign currency exchange rate impact, operating costs increased by
$6.1 million, or 13.3%, for the three months ended September 30, 2011, compared to the same period
in the prior year. This change consisted of a $6.6 million increase in the Americas which was
partially offset by a $0.3 million decrease in EMEA and a $0.2 million decrease in Asia-Pacific.
The increase in operating costs in the Americas was primarily attributable to an increase in labor
and material costs of approximately 30% and was associated with the increase in revenues when
compared to the same period in the prior year. The decrease in operating costs in EMEA was a result
of the reductions in restructuring costs partially offset by the increase in labor and materials of
approximately 13% associated with the increase in revenues. Severance related restructuring costs
were nil in the three month ended September 30, 2011 compared to $1.2 million in the three months
ended September 30, 2010. The decrease in Asia-Pacific was due to decreases in equipment rental and
material costs of 21% associated with decreases in revenues in
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Singapore partially offset by
increases in labor costs of 13% associated with the increase in revenues in Australia
when compared to the same period in prior year.
Operating costs as a percentage of revenue were 68.7% and 68.3% for the three months ended
September 30, 2011 and 2010, respectively, and 68.5% and 68.0% for the nine months ended September
30, 2011 and 2010, respectively. The percentage of operating costs to revenues for the three and
nine months ended September 30, 2011 were slightly higher than the same periods in prior year due
in part to certain higher margin large jobs in the prior year which did not recur in 2011.
Depreciation and Amortization
For the three and nine months ended September 30, 2011, depreciation and amortization expense
increased $0.6 million, or 34.1%, and $1.5 million, or 31.7%, respectively, when compared to the
same periods in the prior year. Changes related to foreign currency exchange rates unfavorably
impacted depreciation and amortization expense by $0.1 million and $0.3 million for the three and
nine months ended September 30, 2011, respectively. Excluding the foreign currency exchange rate
impact, depreciation and amortization expense for the three and nine months ended September 30,
2011 was $0.5 million and $1.2 million higher compared to the same periods in the prior year,
respectively. Depreciation and amortization expense increased as a result of the
acquisition of Self Leveling Machines (the SLM acquisition) as well as the effects of capital
expenditures of approximately $6.7 million placed in service over the twelve-month period ended
September 30, 2011. Depreciation and amortization expense related to the SLM acquisition was $0.3
million and $0.9 million for the three and nine months ended September 30, 2011, respectively.
Depreciation and amortization expense as a percentage of revenue was 2.8% and 2.5% for the three
months ended September 30, 2011 and 2010, respectively, and 2.7% and 2.3% for the nine months ended
September 30, 2011 and 2010, respectively. When excluding depreciation and amortization expense
related to the SLM acquisition, depreciation and amortization expense as a percentage of revenue
was 2.4% and 2.3% for the three and nine months ended September 30, 2011, respectively.
Selling, General and Administrative
For the nine months ended September 30, 2011, selling, general and administrative expenses
decreased $2.6 million, or 4.8%, to $51.5 million compared to $54.1 million for the nine months
ended September 30, 2010. Changes related to foreign currency exchange rates unfavorably impacted
costs by $1.7 million, of which $1.1 million and $0.6 million were related to unfavorable impacts
in EMEA and Asia-Pacific, respectively. Excluding the foreign currency exchange rate impact,
selling, general and administrative expenses decreased $4.3 million, or 7.9%, for the nine months
ended September 30, 2011, compared to the same period in the prior year. This $4.3 million decrease
in selling, general and administrative costs consisted of a $1.6 million, $2.2 million and a $0.5
million decrease in the Americas, EMEA and Asia-Pacific, respectively. The decrease in selling,
general and administrative expenses in the Americas were related to reductions in salary and
related costs of approximately 4% when compared to the same period in the prior year. The nine months
ended September 30, 2010 included corporate charges of approximately $0.5 million incurred in
connection with the retirement of the Companys former Chairman and Chief Executive Officer and
severance related restructuring charges of $0.2 million. There were no restructuring or retirement
related charges incurred for the nine months ended September 30, 2011. In EMEA, decreases in
selling, general and administrative costs were primarily a result of reductions in restructuring
costs from $2.5 million for the nine months ended September 30, 2010 to $0.1 million for the nine
months ended September 30, 2011. In Asia-Pacific, decreases in selling, general and administrative
costs were primarily a result of reductions in salary and related costs of approximately 11% when
compared to the same period in the prior year.
For the three months ended September 30, 2011, selling, general and administrative expenses
decreased $0.1 million, or 0.6%, to $16.8 million compared to $16.9 million for the three months
ended September 30, 2010. Changes related to foreign currency exchange rates unfavorably impacted
costs by $0.5 million, of which $0.3 million and $0.2 million were related to unfavorable impacts
in EMEA and Asia-Pacific, respectively. Excluding the foreign currency exchange rate impact,
selling, general and administrative expenses decreased $0.6 million, or 3.6%, for the three months
ended September 30, 2011, compared to the same period in the prior year. This $0.6 million decrease
in selling, general and administrative expenses consisted of $0.8 million and $0.3 million in
decreases in EMEA and Asia-Pacific, respectively, but were partially offset by a $0.5 million
increase in the Americas. Decreases in selling, general and administrative expenses in EMEA were
attributable to reductions in restructuring costs from $0.8 million for the three months ended
September 30, 2010 to $25 thousand for the three months ended September 30, 2011. Decreases in
selling, general and administrative expenses in Asia-Pacific were related to reductions in salary
and related costs and reduced travel expenses of approximately 17% when compared to the same period
in the prior year. The increase in selling, general and administrative expenses in the Americas was
primarily related to increases in salary and related costs of approximately 3% when compared to the
same period in the prior year as a result of increased activity levels.
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As a result of the above factors, selling, general and administrative costs as a percentage of
revenues decreased to 21.4% and 22.0% for the three and nine months ended September 30, 2011,
respectively, compared to 25.2% and 25.7% for the three and nine months ended September 30, 2010,
respectively.
Other Income
Interest Income and Other Income (Expense), Net
For the three and nine months ended September 30, 2011, interest income and other income (expense)
decreased $0.8 million and $0.6 million, respectively, when compared to the same periods in the
prior year. Interest income and other income (expense) primarily relate to exchange gains and
losses on foreign currency denominated transactions.
Interest Expense
For both the three and nine months ended September 30, 2011, consolidated interest expense was
comparable to the three and nine months ended September 30, 2010 as the increase in interest
expense related to the SLM acquisition was partially offset by the impact of lower interest rates
on outstanding borrowings under the Credit Agreement.
Income Taxes
The Company maintains a valuation allowance to adjust the basis of net deferred tax assets in
accordance with the provisions of Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC) 740, Income Taxes. As a result, substantially all domestic federal
income taxes, as well as certain state and foreign income taxes, recorded for the three and nine
months ended September 30, 2011 and 2010 were fully reserved with changes offset by a corresponding
change in valuation allowance. Income tax expense recorded for the three and nine months ended
September 30, 2011 consisted of income tax expenses in foreign and state jurisdictions in which the
Company operates, with the nine months ended September 30, 2011 partially offset by a valuation
allowance change resulting in a deferred tax benefit of $1.2 million related to the SLM acquisition
(see Liquidity and Capital Resources for additional information on the SLM acquisition). Income
tax expense recorded for the three and nine months ended September 30, 2010 consisted primarily of
income taxes due in foreign and state jurisdictions in which the Company operates.
Income tax expense differs from the expected tax at statutory rates due primarily to the change in
valuation allowance for deferred tax assets and different tax rates in the various foreign
jurisdictions. Additionally, the aggregate tax expense is not always consistent when comparing
periods due to the changing income before income taxes mix between domestic and foreign operations
and within the foreign operations. In concluding that a full valuation allowance on domestic
federal and certain state and foreign income taxes was required, the Company primarily considered
factors such as the history of operating losses and the nature of the deferred tax assets. Interim
period income tax expense or benefit is computed at the estimated annual effective tax rate, unless
adjusted for specific discrete items as required.
Income tax expense as a percentage of income before income taxes was approximately 15.5% and 32.3%
for the nine months ended September 30, 2011 and 2010, respectively. For the three months ended
September 30, 2011 and 2010 income tax expense as a percentage of income before income taxes was
approximately 27.2% and 37.7%, respectively. Excluding the $1.2 million acquisition related
deferred tax benefit noted above, the effective income tax rate for the nine months ended September
30, 2011 was 23.6%. The remaining change in the income tax rates between periods is related to
changes in the mix of income before income taxes between countries whose income taxes are offset by
full valuation allowance and those that are not, and differing statutory tax rates in the countries
in which the Company incurs tax liabilities.
Liquidity and Capital Resources
The Companys liquidity and capital resources requirements include the funding of working capital
needs, the funding of capital investments and the financing of internal growth.
Net cash provided by operating activities was $5.6 million for the nine months ended September 30,
2011 compared to $8.0 million for the nine months ended September 30, 2010. The decrease in net
cash provided by operating activities was primarily due to changes in working capital requirements,
driven by changes in inventory and accrued expenses and other current liabilities, which
decreased cash flows by $13.4 million for the nine months ended September 30, 2011 compared to a
decrease of
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approximately $3.5 million in the nine months ended September 30, 2010. Inventory
increased as a result of an increase in revenues and accrued expenses and other current liabilities
decreased due to timing of cash payments. These decreases in cash flows were partially offset by a
$7.0 million increase in net income for the nine months ended September 30, 2011 due to higher
revenues and lower restructuring costs as compared to the same period in prior year.
Net cash used in investing activities increased to $7.6 million for the nine months ended September
30, 2011 from $4.1 million for the nine months ended September 30, 2010 primarily due to $3.8
million of cash paid, net of cash acquired of $1.2 million, in connection with the SLM acquisition.
The increase in cash used relating to the SLM acquisition is partially offset by a reduction in
capital expenditures from $4.5 million for the nine months ended September 30, 2010 to $3.9 million
for the nine months ended September 30, 2011. The decrease in capital expenditures compared to the
prior year is due to the timing of capital projects placed in service in the current year as
compared to the prior year.
Consolidated capital expenditures for the calendar year 2011 were initially budgeted at $11.0
million to $12.0 million, however, based on the timing of projects and the current outlook for the
remainder of 2011, the Company does not expect capital expenditures to exceed $10.0 million for
the year. Such expenditures, however, will depend on many factors beyond the Companys control,
including, without limitation, demand for services as well as domestic and foreign government
regulations. No assurance can be given that required capital expenditures will not exceed
anticipated amounts during 2011 or thereafter. Capital expenditures during the year are expected to
be funded from existing cash and anticipated cash flows from operations.
Net cash provided by financing activities for the nine months ended September 30, 2011 was $0.2
million compared to net cash used in financing activities of $0.1 million for the nine months ended
September 30, 2010. The increase is due to the issuance of $0.3 million in common stock related to
stock option exercises. Financing activities related to long-term capital leases during the current
year period was consistent with the prior year period.
While the Companys operating results for the nine months ended September 30, 2011 have improved as
compared to the same period in the prior year, the worldwide economy, including the markets in
which the Company operates, continues, in varying degrees to remain sluggish, and as such, the
Company believes that the risks to its business and its customers remain heightened. Lower levels
of liquidity and capital adequacy affecting lenders, increases in defaults and bankruptcies by
customers and suppliers, and volatility in credit and equity markets, as observed in this economic
environment, could continue to have a negative impact on the Companys business, operating results,
cash flows or financial condition in a number of ways, including reductions in revenues and
profits, increased bad debts, and financial instability of suppliers and insurers.
Cash held in the bank accounts of foreign subsidiaries at September 30, 2011 was $15.1 million. The
Company intends to permanently reinvest undistributed earnings of its foreign subsidiaries and
accordingly, no provision for U.S. federal or state income taxes has been provided thereon. If the
Company were to repatriate the cash held by its foreign subsidiaries, the Company would be required
to accrue and pay income taxes in the U.S.
On August 4, 2009, Furmanite Worldwide, Inc. (FWI), a wholly owned subsidiary of the Parent
Company, and certain foreign subsidiaries of FWI (the designated borrowers) entered into a credit
agreement dated July 31, 2009 with a banking syndicate comprising Bank of America, N.A. and Compass
Bank (the Credit Agreement). The Credit Agreement, which matures on January 31, 2013, provides a
revolving credit facility of up to $50.0 million. A portion of the amount available under the
Credit Agreement (not in excess of $20.0 million) is available for the issuance of letters of
credit. In addition, a portion of the amount available under the Credit Agreement (not in excess of
$5.0 million in the aggregate) is available for swing line loans to FWI. The loans outstanding
under the Credit Agreement may not exceed $35.0 million in the aggregate to the designated
borrowers.
At each of September 30, 2011 and December 31, 2010, $30.0 million was outstanding under the Credit
Agreement. Borrowings under the Credit Agreement bear interest at variable rates (based on the
prime rate, federal funds rate or Eurocurrency rate at the option of the borrower, including a
margin above such rates, and subject to an adjustment based on a calculated funded debt to Adjusted
EBITDA ratio (as defined in the Credit Agreement)) which was 2.2% at September 30, 2011 and 2.3% at
December 31, 2010. The Credit Agreement contains a commitment fee which ranges between 0.25% to
0.30% based on the funded debt to Adjusted EBITDA ratio, and was 0.25% at each of September 30,
2011 and December 31, 2010, based on the unused portion of the amount available under the Credit
Agreement. Adjusted EBTIDA is net income plus interest, income taxes, depreciation and
amortization, and other non-cash expenses minus income tax credits and non-cash items increasing
net income as defined in the Credit Agreement. All obligations under the Credit Agreement are
guaranteed by FWI and certain of its subsidiaries under a guaranty and collateral agreement, and
are secured by a first priority lien on FWI and certain of its subsidiaries assets (which
approximates $150.6 million of current assets and property and equipment as of September 30,
2011) and is without recourse to the Parent Company. The Credit Agreement includes requirements
that the Company must maintain: (i) a funded debt to Adjusted
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EBITDA ratio of no more than 2.75 to 1.0
as of the last day of each fiscal quarter, measured on a trailing four-quarters basis, and (ii) a
fixed charge coverage ratio (as defined in the Credit Agreement) of at least 3.0 to 1.0 for the
same trailing four quarter period. FWI is also subject to certain other compliance provisions
including, but not limited to, maintaining certain tangible asset concentration levels, and capital
expenditure limitations as well as restrictions on indebtedness, guarantees, dividends and other
contingent obligations and transactions. Events of default under the Credit Agreement include
customary events, such as change of control, breach of covenants or breach of representations and
warranties. At September 30, 2011, FWI was in compliance with all covenants under the Credit
Agreement.
Considering the outstanding borrowings of $30.0 million, and $1.1 million related to outstanding
letters of credit, the unused borrowing capacity under the Credit Agreement was $18.9 million at
September 30, 2011, with a limit of $5.0 million of this capacity remaining for the designated
borrowers.
On February 23, 2011, FWI entered into a Stock Purchase Agreement to acquire 100% of the
outstanding stock of Self Leveling Machines, Inc. and a subsidiary of FWI entered into an Asset
Purchase Agreement to acquire substantially all of the material operating and intangible assets of
Self Levelling Machines Pty. Ltd. for total consideration of $9.1 million, net of cash acquired of
$1.2 million. SLM provides large scale on-site machining, which includes engineering, fabrication
and execution of highly-specialized machining solutions for large-scale equipment or operations.
In connection with the acquisition of SLM, on February 23, 2011, FWI entered into a consent and
waiver agreement as it relates to the Credit Agreement. Pursuant to the consent and waiver
agreement, Bank of America, N.A. and Compass Bank consented to the SLM acquisition and waived any
default or event of default for certain debt covenants that would arise as a result of the SLM
acquisition. FWI funded the cost of the acquisition with $5.0 million in cash and by issuing notes
payable (the Notes) to the sellers equity holders for $5.3 million ($2.9 million denominated in
U.S. dollar and $2.4 million denominated in Australian dollar) payable in two annual installments,
which mature February 23, 2013. All obligations under the Notes are secured by a first priority
lien on the assets acquired in the acquisition. At September 30, 2011, $5.2 million was outstanding
under the Notes. The Notes bear interest at a fixed rate of 2.5% per annum.
At the end of 2009 and in the first half of 2010, the Company committed to cost reduction
initiatives in order to more strategically align the Companys operating, selling, general and
administrative costs relative to revenues. As of September 30, 2011, the costs incurred since the
inception of these cost reduction initiatives totaled approximately $7.0 million. During the nine
months ended September 30, 2011, the Company incurred restructuring charges of $0.3 million related
to the 2010 initiative and made cash payments of $1.1 million related to both the 2009 and 2010
initiatives. As of September 30, 2011, the remaining reserve associated with these initiatives
totaled $0.8 million with estimated additional charges to be incurred of approximately
$0.4 million, all of which are expected to require cash payments. Total workforce reductions in
which severance costs were incurred related to the cost reduction initiatives included terminations
for 165 employees, which included reductions of 31 employees in the Americas, 133 employees in
EMEA, and one employee in Asia-Pacific.
The Company does not anticipate paying any dividends as it believes investing earnings back into
the Company will provide a better long-term return to stockholders in increased per share value.
The Company believes that funds generated from operations, together with existing cash and
available credit under the Credit Agreement, will be sufficient to finance current operations,
including the Companys remaining cost reduction initiative obligations, planned capital
expenditure requirements and internal growth for the foreseeable future.
Critical Accounting Policies and Estimates
The preparation of the Companys financial statements in conformity with accounting principles
generally accepted in the United States of America (U.S. GAAP) requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates. Significant policies are presented in the Notes to the Consolidated Financial
Statements and under Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations in the Companys Annual Report on Form 10-K for the year ended December 31,
2010.
Critical accounting policies are those that are most important to the portrayal of the Companys
financial position and results of operations. These policies require managements most difficult,
subjective or complex judgments, often employing the use of estimates about the effect of matters
that are inherently uncertain. The Companys critical accounting policies and estimates, for
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which no significant changes have occurred in the nine months ended September 30, 2011, include revenue
recognition, allowance for doubtful accounts, goodwill, intangible and long-lived assets,
stock-based compensation, income taxes, defined benefit pension plan, contingencies, and exit or
disposal obligations. Critical accounting policies are discussed regularly, at least quarterly,
with the Audit Committee of the Companys Board of Directors.
Revenue Recognition
Revenues are recorded in accordance with Financial Account Standards Board (FASB) Accounting
Standards Codification (ASC) 605, Revenue Recognition, when realized or realizable, and earned.
Revenues are recognized using the completed-contract method, when persuasive evidence of an
arrangement exists, services to customers have been rendered or products have been delivered, the
selling price is fixed or determinable and collectability is reasonably assured. Revenues are
recorded net of sales tax. Substantially all projects are short term in nature; however, the
Company occasionally enters into contracts that are longer in duration that represent multiple
element arrangements, which include a combination of services and products. The Company separates
deliverables into units of accounting based on whether the deliverables have standalone value to
the customer. The arrangement consideration is allocated to the separate units of accounting based
on each units relative selling price determined using vendor specific objective evidence. Revenues
are recognized for the separate units of accounting when services to customers have been rendered
or products have been delivered and risk of ownership has passed to the customer. The Company
provides limited warranties to customers, depending upon the service performed. Warranty claim
costs were not material during the three or nine months ended September 30, 2011 or 2010.
Allowance for Doubtful Accounts
Credit is extended to customers based on evaluation of the customers financial condition and
generally collateral is not required. Accounts receivable outstanding longer than contractual
payment terms are considered past due. The Company regularly evaluates and adjusts accounts
receivable as doubtful based on a combination of write-off history, aging analysis and information
available on specific accounts. The Company writes off accounts receivable when they become
uncollectible. Any payments subsequently received on such receivables are credited to the allowance
in the period the payment is received.
Goodwill, Intangible and Long-Lived Assets
The Company accounts for goodwill and other intangible assets in accordance with the provisions of
FASB ASC 350, Intangibles Goodwill and Other. Under FASB ASC 350, intangible assets with lives
restricted by contractual, legal or other means are amortized over their useful lives. Goodwill and
other intangible assets not subject to amortization are tested for impairment annually (in the
fourth quarter of each calendar year), or more frequently if events or changes in circumstances
indicate that the assets might be impaired. Examples of such events or circumstances include a
significant adverse change in legal factors or in the business climate, an adverse action or
assessment by a regulator, or a loss of key personnel.
FASB ASC 350 requires a two-step process for testing goodwill impairment. First, the fair value of
each reporting unit is compared to its carrying value to determine whether an indication of
impairment exists. A reporting unit is an operating segment or one level below an operating segment
(referred to as a component). Two or more components of an operating segment shall be aggregated
and deemed a single reporting unit if the components have similar economic characteristics. The
Company has three reporting units for the purpose of testing goodwill impairment. Second, if an
impairment is indicated, the implied fair value of the reporting units goodwill is determined by
allocating the units fair value to its assets and liabilities, including any unrecognized
intangible assets, as if the reporting unit had been acquired in a business combination. The amount
of impairment for goodwill and other intangible assets is measured as the excess of the carrying
value over the implied fair value.
The Company uses market capitalization as the basis for its measurement of fair value as management
considers this approach the most meaningful measure, considering the quoted market price as
providing the best evidence of fair value. In performing the analysis, the Company uses the stock
price on December 31 of each year as the valuation date. On December 31, 2010, Furmanites fair
value substantially exceeded its carrying value.
The Company accounts for long-lived assets in accordance with the provisions of FASB ASC 360,
Property, Plant, and Equipment. Under FASB ASC 360, the Company reviews long-lived assets, which
consist of finite-lived intangible assets and property and equipment, for impairment whenever
events or changes in business circumstances indicate that the carrying amount of the assets may not
be fully recoverable or that the useful lives of these assets are no longer appropriate. Factors
that may affect
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recoverability include changes in planned use of equipment, closing of facilities
and discontinuance of service lines. Property and equipment to be held and used is reviewed at
least annually for possible impairment. The Companys impairment review is based on an estimate of
the undiscounted cash flow at the lowest level for which identifiable cash flows exist. Impairment
occurs when the carrying value of the assets exceeds the estimated future undiscounted cash flows
generated by the asset and the impairment is viewed as other than temporary. When impairment is
indicated, an impairment charge is recorded for the difference between the carrying value of the
asset and its fair market value. Depending on the asset, fair market value may be determined either
by use of a discounted cash flow model or by reference to estimated selling values of assets in
similar condition.
Stock-Based Compensation
All stock-based compensation is recognized as an expense in the financial statements and such costs
are measured at the fair value of the award at the date of grant. The fair value of stock-based
payment awards on the date of grant as determined by the Black-Scholes model is affected by the
Companys stock price on the date of the grant as well as other assumptions. Assumptions utilized
in the fair value calculations include the expected stock price volatility over the term of the
awards (estimated using the historical volatility of the Companys stock price), the risk free
interest rate (based on the U.S. Treasury Note rate over the expected term of the option), the
dividend yield (assumed to be zero, as the Company has not paid, nor anticipates paying, any cash
dividends in the foreseeable future), and employee stock option exercise behavior and forfeiture
assumptions (based on historical experience and other relevant factors).
Income Taxes
Deferred tax assets and liabilities result from temporary differences between the U.S. GAAP and tax
treatment of certain income and expense items. The Company must assess and make estimates regarding
the likelihood that the deferred tax assets will be recovered. To the extent that it is determined
the deferred tax assets will not be recovered, a valuation allowance must be established for such
assets. In making such a determination, the Company must take into account positive and negative
evidence including projections of future taxable income and assessments of potential tax planning
strategies.
The Company recognizes the tax benefit from uncertain tax positions only if it is
more-likely-than-not that the tax position will be sustained on examination by the applicable
taxing authorities, based on the technical merits of the position. The tax benefit recognized is
based on the largest amount of tax benefit that is greater than 50 percent likely of being realized
upon ultimate settlement with the taxing authority. Uncertain tax positions in certain foreign
jurisdictions would not impact the effective foreign tax rate because unrecognized non-current tax
benefits are offset by the foreign net operating loss carryforwards, which are fully reserved. The
Company recognizes interest expense on underpayments of income taxes and accrued penalties related
to unrecognized non-current tax benefits as part of the income tax provision.
Defined Benefit Pension Plan
Pension benefit costs and liabilities are dependent on assumptions used in calculating such
amounts. The primary assumptions include factors such as discount rates, expected investment return
on plan assets, mortality rates and retirement rates. These rates are reviewed annually and
adjusted to reflect current conditions. These rates are determined based on reference to yields.
The compensation increase rate is based on historical experience. The expected return on plan
assets is derived from detailed periodic studies, which include a review of asset allocation
strategies, anticipated future long-term performance of individual asset classes, risks (standard
deviations) and correlations of returns among the asset classes that comprise the plans asset mix.
While the studies give appropriate consideration to recent plan performance and historical returns,
the assumptions are primarily long-term, prospective rates of return. Mortality and retirement
rates are based on actual and anticipated plan experience. In accordance with U.S. GAAP, actual
results that differ from the assumptions are accumulated and amortized over future periods and,
therefore, generally affect recognized expense and the recorded obligation in future periods. While
the Company believes that the assumptions used are appropriate, differences in actual experience or
changes in assumptions may affect pension and postretirement obligation and future expense.
Contingencies
Environmental
Liabilities are recorded when site restoration or environmental remediation and cleanup obligations
are either known or considered probable and can be reasonably estimated. Recoveries of
environmental costs through insurance, indemnification arrangements or other sources are recognized
when such recoveries become certain.
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The Company capitalizes environmental costs only if the costs are recoverable and the costs extend
the life, increase the capacity, or improve the safety or efficiency of property owned by the
Company as compared with the condition of that property when originally constructed or acquired, or
if the costs mitigate or prevent environmental contamination that has yet to occur and that
otherwise may result from future operations or activities and the costs improve the property
compared with its condition when constructed or acquired. All other environmental costs are
expensed.
Other
The Company establishes a liability for all other loss contingencies, when information indicates
that it is probable that an asset has been impaired or a liability has been incurred and the amount
of loss can be reasonably estimated.
Exit or Disposal Obligations
In the fourth quarter of 2009 and in the first half of 2010, the Company committed to cost
reduction initiatives, including planned workforce reductions and restructuring of certain
functions. The Company has taken these specific actions in order to more strategically align its
operating, selling, general and administrative costs relative to revenues. The Company has recorded
expenses related to these cost reduction initiatives for severance, lease cancellations, and other
restructuring costs in accordance with FASB ASC 420-10, Exit or Disposal Cost Obligations and
FASB ASC 712-10, Nonretirement Postemployment Benefits.
Under FASB ASC 420-10, costs associated with restructuring activities are generally recognized when
they are incurred. In the case of leases, the expense is estimated and accrued when the property is
vacated. In addition, post-employment benefits accrued for workforce reductions related to
restructuring activities are accounted for under FASB ASC 712-10. A liability for post-employment
benefits is generally recorded when payment is probable, the amount is reasonably estimable, and
the obligation relates to rights that have vested or accumulated. The Company continually evaluates
the adequacy of the remaining liabilities under its restructuring initiatives. Although the Company
believes that these estimates accurately reflect the costs of its restructuring plans, actual
results may differ, thereby requiring the Company to record additional provisions or reverse a
portion of such provisions.
New Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards Update 2010-06, Improving Disclosures about
Fair Value Measurements (ASU 2010-06). ASU 2010-06 provides more robust disclosures about the
transfers between Levels 1 and 2, the activity in Level 3 fair value measurements and clarifies the
level of disaggregation and disclosure related to the valuation techniques and inputs used. The new
disclosures are effective for interim and annual reporting periods beginning after December 15,
2009, except for the Level 3 activity disclosures, which are effective for fiscal years beginning
after December 15, 2010. There was not a material impact from the adoption of this guidance on the
Companys consolidated financial statements.
In June 2011, the FASB issued Accounting Standards Update 2011-04, Amendments to Achieve Common
Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU
2011-04 clarifies the requirements in U.S. GAAP for measuring fair value and for disclosing
information about fair value measurements. ASU 2011-04 provides further clarification on the: (1)
application of the highest and best use and valuation premise concepts, (2) fair value measurement
of an instrument classified in a reporting entitys shareholders equity, and (3) disclosure of
unobservable inputs used in Level 3 fair value measurements. ASU 2011-04 also changes how fair
value is measured for financial instruments that are managed within a portfolio and how premiums
and discounts are applied in measuring fair value. In addition to the clarification of Level 3
disclosures, ASU 2011-04 requires additional disclosures for fair value measurements as it relates
to the following: (1) the valuation process and sensitivity of changes in unobservable inputs, (2)
a reporting entitys use of a nonfinancial asset in a way that differs from the assets highest and
best use, and (3) the categorization by level of the fair value hierarchy for items that are not
measured at fair value but for which the fair value is required to be disclosed. ASU 2011-04 is
effective for interim and annual periods beginning on or after December 15, 2011. The Company does
not expect a material impact from the adoption of this guidance on the Companys consolidated
financial statements.
In June 2011, the FASB issued Accounting Standards Update 2011-05, Presentation of Comprehensive
Income (ASU 2011-05). ASU 2011-05 amends existing guidance by allowing only the following two
options for presenting the components of net income and other comprehensive income: (1) in a single
continuous financial statement or (2) in two separate but consecutive financial statements. In
addition, items that are reclassified from other comprehensive income to net income must be
presented on the face
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of the financial statements. ASU 2011-05 does not change the items that must
be reported in other comprehensive income, when an item of other comprehensive income must be
reclassified to net income, a companys option to present components of other comprehensive
income either net of related tax effects or before related tax effects, nor does it affect how
earnings per share is calculated or presented. ASU 2011-05 requires retrospective application, and
it is effective for fiscal years and interim periods within those years, beginning after
December 15, 2011. The Company anticipates the adoption of this guidance will change the
presentation and provide additional detail on certain consolidated financial statements, but will
not have any other material impact.
In September 2011, the FASB issued Accounting Standards Update 2011-08, Testing Goodwill for
Impairment (ASU 2011-08). ASU 2011-08 gives a company the option to assess qualitative factors
to determine whether it is more likely than not that the fair value of a reporting unit is less
than its carrying amount as a basis for determining whether it is necessary to perform the two-step
goodwill impairment test. ASU 2011-08 allows a company to bypass the qualitative assessment for
any reporting unit in any period and proceed directly to performing the first step of the two-step
goodwill impairment test. Using the qualitative assessment in ASU
2011-08, if a company
determines it is not more likely than not that the fair value of a reporting unit is less than its
carrying amount, performing the two-step impairment test is
unnecessary. If a company determines
it is more likely than not that the fair value of a reporting unit is less than its carrying
amount, it is required to perform step one of the two-step impairment test. ASU 2011-08 is
effective for annual and interim goodwill impairment tests performed for fiscal years beginning
after December 15, 2011. The Company does not expect a material impact from the adoption of this
guidance on its consolidated financial statements.
Off-Balance Sheet Transactions
The Company was not a party to any off-balance sheet transactions at September 30, 2011 or December
31, 2010, or for the nine months ended September 30, 2011.
Inflation and Changing Prices
The Company does not operate or conduct business in hyper-inflationary countries nor enter into
long-term supply contracts that may impact margins due to inflation. Changes in prices of goods and
services are reflected on proposals, bids or quotes submitted to customers.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Companys principal market risk exposures (i.e., the risk of loss arising from the adverse
changes in market rates and prices) are to changes in interest rates on the Companys debt and
investment portfolios and fluctuations in foreign currency.
The Company centrally manages its debt, considering investment opportunities and risks, tax
consequences and overall financing strategies. Based on the amount of variable rate debt, $30.0
million at September 30, 2011, an increase in interest rates by one hundred basis points would
increase annual interest expense by approximately $0.3 million.
A significant portion of the Companys business is exposed to fluctuations in the value of the U.S.
dollar as compared to foreign currencies as a result of the foreign operations of the Company in
Australia, Bahrain, Belgium, Canada, China, Denmark, France, Germany, Malaysia, The Netherlands,
New Zealand, Nigeria, Norway, Singapore, Sweden and the United Kingdom. Overall volatility in
currency exchange rates has increased over the past several years.
During 2011, currencies have strengthened, as foreign currencies exchange rate changes, primarily the Euro, the Australian
Dollar and the British Pound, relative to the U.S. dollar resulted in a favorable impact on the
Companys U.S. dollar reported revenues for the three and nine months ended September 30, 2011 when
compared to the three and nine months ended September 30, 2010. The revenue impact was somewhat
mitigated with similar exchange effects on operating costs thereby reducing the exchange rate
effect on operating income. The Company does not use interest rate or foreign currency rate hedges.
Based on the nine months ended September 30, 2011, foreign currency-based revenues and operating
income of $124.5 million and $13.8 million, respectively, a ten percent decline in all applicable
foreign currencies would result in a decrease in revenues and operating income of $11.3 million and
$1.3 million, respectively.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Companys principal executive officer and principal financial officer have evaluated our
disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act
of 1934, as amended (the Exchange Act)) as of September 30, 2011. Based on that evaluation, the
principal executive officer and principal financial officer have concluded that the Companys
disclosure controls and procedures are effective to provide reasonable assurance that information
required to be disclosed in the reports that the Company files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified by the Securities
and Exchange Commissions rules and forms and is accumulated and communicated to the Companys
management, including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding required
disclosures.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Companys internal control over financial reporting during the
quarter ended September 30, 2011, the most recently completed fiscal quarter, that have materially
affected, or are reasonably likely to materially affect, the Companys internal control over
financial reporting.
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Table of Contents
FURMANITE CORPORATION AND SUBSIDIARIES
PART II Other Information
Item 1. Legal Proceedings
The operations of the Company are subject to federal, state and local laws and regulations in the
United States and various foreign locations relating to protection of the environment. Although the
Company believes its operations are in compliance with applicable environmental regulations, there
can be no assurance that costs and liabilities will not be incurred by the Company. Moreover, it is
possible that other developments, such as increasingly stringent environmental laws, regulations
and enforcement policies thereunder, and claims for damages to property or persons resulting from
operations of the Company, could result in costs and liabilities to the Company. The Company has
recorded, in other liabilities, an undiscounted reserve for environmental liabilities related to
the remediation of site contamination for properties in the United States in the amount of $1.0
million and $1.2 million at September 30, 2011 and December 31, 2010, respectively. While there is
a reasonable possibility due to the inherent nature of environmental liabilities that a loss
exceeding amounts already recognized could occur, the Company does not believe such amounts are
material to its financial statements.
On September 19, 2011, John Daugherty filed a derivative
shareholder petition in the County Court at Law No. 3, Dallas County, Texas, on behalf of the Company against certain of the Companys
directors and executive officers and naming the Company as a nominal party. The petition alleges the named directors and
officers breached their fiduciary responsibilities in regard to certain internal control matters. The petitioner requests that
the defendants pay unspecified damages to the Company. On October 31, 2011, the defendants filed their answer in the lawsuit as well
as motions to dismiss it. The defendants have informed the Company that they believe this lawsuit is without merit and intend to
vigorously defend the lawsuit.
Furmanite
America, Inc., a subsidiary of the Company, is involved in disputes with a customer,
who is negotiating with a governmental regulatory agency and claims that the subsidiary failed
to provide them with satisfactory services at the customers facilities. On April 17, 2009, a
customer, INEOS USA LLC, initiated legal action against the subsidiary in the Common Pleas Court of
Allen County, Ohio, alleging that the subsidiary and one of its former employees, who performed
data services at one of the customers facilities, breached its contract with the customer and
failed to provide the customer with adequate and timely information to support the subsidiarys
work at the customers facility from 1998 through the second quarter of 2005. The customers
complaint seeks damages in an amount that the subsidiary believes represents the total proposed
civil penalty, plus the cost of unspecified supplemental environmental projects requested by the
regulatory agency to reduce air emissions at the customers facility, and also seeks unspecified
punitive damages. The subsidiary believes that it provided the customer with adequate and timely
information to support the subsidiarys work at the customers facilities and will vigorously
defend against the customers claim.
In the first quarter of 2008, a subsidiary of the Company filed an action seeking to vacate a $1.35
million arbitration award related to a sales brokerage agreement associated with a business that
the subsidiary sold in 2005. The subsidiary believed that the sales broker was an affiliate of
another company that in 2006 settled all of its claims, as well as all of the claims of its
affiliates, against the subsidiary. The action to vacate the arbitration award terminated and, in
January 2010, the subsidiary paid the full amount of the arbitration award plus accrued interest to
the sales broker which was accrued as of December 31, 2009. In separate actions, the subsidiary was
seeking to enforce the prior settlement agreement executed by the sales brokers affiliate and
obtain an equitable offset of the arbitration award, however, upon mutual agreement by all parties,
these separate actions were dismissed by the court in July 2010.
The Company has contingent liabilities resulting from litigation, claims and commitments incident
to the ordinary course of business. Management believes, after consulting with counsel, that the
ultimate resolution of such contingencies will not have a material adverse effect on the financial
position, results of operations or liquidity of the Company.
While the Company cannot make an assessment of the eventual outcome of all of these matters or
determine the extent, if any, of any potential uninsured liability or damage, reserves of
$1.3 million and $1.9 million, which include the Furmanite America, Inc. litigation, were recorded
in accrued expenses and other current liabilities as of September 30, 2011 and December 31, 2010,
respectively. While there is a reasonable possibility that a loss exceeding amounts already
recognized could occur, the Company does not believe such amounts are
material to its financial
statements.
Item 1A. Risk Factors
During the quarter ended September 30, 2011, there were no material changes to the risk factors
reported in the Companys Annual Report on Form 10-K for the year ended December 31, 2010.
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Table of Contents
Item 6. Exhibits
3.1
|
Restated Certificate of Incorporation of the Registrant, dated September 26, 1979,
incorporated by reference herein to Exhibit 3.1 to the Registrants Registration
Statement on Form S-16. |
|
3.2
|
Certificate of Amendment to the Restated Certificate of Incorporation of the
Registrant, dated April 30, 1981, incorporated by reference herein to Exhibit 3.2 to
the Registrants Form 10-K for the year ended December 31, 1981. |
|
3.3
|
Certificate of Amendment to the Restated Certificate of Incorporation of the
Registrant, dated May 28, 1985, incorporated by reference herein to Exhibit 4.1 to
the Registrants Form 10-Q for the quarter ended June 30, 1985. |
|
3.4
|
Certificate of Amendment to the Restated Certificate of Incorporation of the
Registrant, dated September 17, 1985, incorporated by reference herein to Exhibit 4.1
to the Registrants Form 10-Q for the quarter ended September 30, 1985. |
|
3.5
|
Certificate of Amendment to the Restated Certificate of Incorporation of the
Registrant, dated July 10, 1990, incorporated by reference herein to Exhibit 3.5 to
the Registrants Form 10-K for the year ended December 31, 1990. |
|
3.6
|
Certificate of Amendment to the Restated Certificate of Incorporation of the
Registrant, dated September 21, 1990, incorporated by reference herein to Exhibit 3.5
to the Registrants Form 10-Q for the quarter ended September 30, 1990. |
|
3.7
|
Certificate of Amendment to the Restated Certificate of Incorporation of the
Registrant, dated August 8, 2001, incorporated by reference herein to Exhibit 3.1 to
the Registrants Current Report on Form 8-K filed on August 22, 2001. |
|
3.8
|
By-laws of the Registrant, as amended and restated June 14, 2007, filed as Exhibit
3.1 to the Registrants Current Report on Form 8-K filed on
June 20, 2007, which exhibit
is hereby incorporated by reference. |
|
4.1
|
Certificate of Designation, Preferences and Rights related to the Registrants Series
B Junior Participating Preferred Stock, filed as Exhibit 4.2 to the Registrants 10-K
for the year ended December 31, 2008, which exhibit is incorporated herein by
reference. |
|
4.2
|
Rights Agreement, dated as of April 15, 2008, between the Registrant and The Bank of
New York Trust Company, N.A., a national banking association, as Rights Agent, which
includes as exhibits, the Form of Rights Certificate and the Summary of Rights to
Purchase Stock, filed as Exhibit 4.1 to the Registrants Form 8-A/A filed on April
18, 2008, which exhibit is incorporated herein by reference. |
|
4.3
|
Letters to stockholders of the Registrant, dated April 19, 2008 (incorporated by
reference herein to Exhibit 4.2 to the Registrants Form 8-A/A filed on April 18,
2008). |
|
31.1*
|
Certification of Chief Executive Officer, Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, dated as of November 7, 2011. |
|
31.2*
|
Certification of Principal Financial Officer, Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, dated as of November 7, 2011. |
|
32.1*
|
Certification of Chief Executive Officer, Pursuant to Section 906(a) of the
Sarbanes-Oxley Act of 2002, dated as of November 7, 2011. |
|
32.2*
|
Certification of Principal Financial Officer, Pursuant to Section 906(a) of the
Sarbanes-Oxley Act of 2002, dated as of November 7, 2011. |
|
101.INS**
|
XBRL Instance Document |
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document |
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document |
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document |
|
101.DEF**
|
XBRL Taxonomy Definition Linkbase Document |
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith. |
|
** | These exhibits are furnished herewith. In accordance with Rule 406T of Regulation S-T, these
exhibits are not deemed to be filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are not deemed to be
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
otherwise are not subject to liability under these sections. |
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Table of Contents
Signature
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, thereunto duly authorized.
FURMANITE CORPORATION (Registrant) |
||||
/s/ ROBERT S. MUFF | ||||
Robert S. Muff | ||||
Chief Accounting Officer (Principal Financial and Accounting Officer) |
||||
Date:
November 7, 2011
35