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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 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 1-5083
 FURMANITE CORPORATION
  Delaware
(State or other jurisdiction of incorporation or organization)
    
    74-1191271
(IRS Employer Identification No.)2435 North Central Expressway 
Suite 700
Richardson, Texas
(Address of principal executive offices)
    
    75080
(zip code)
 (972) 699-4000
 Title of each class
Common Stock, Without Par Value
    
    Name of each exchange on which registered
New York Stock Exchange
 None
 o þ
 o þ
 o þ
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



FURMANITE CORPORATION AND SUBSIDIARIES
  
 INDEX
 Item
    
    
    
    PageNumber
    
    
    
    NumberCAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
    
    
    3PART I1.
    
    Business
    
    
    41A.
    
    Risk Factors
    
    
    71B.
    
    Unresolved Staff Comments
    
    
    82.
    
    Properties
    
    
    93.
    
    Legal Proceedings
    
    
    94.
    
    Reserved
    
    
    9PART II5.
    
    Market for the Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    106.
    
    Selected Financial Data
    
    
    117.
    

Managements
Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    127A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    268.
    
    Financial Statements and Supplementary Data
    
    
    269.
    
    Changes in
and Disagreements with Accountants on Accounting and Financial
Disclosure
    
    
    269A.
    
    Controls and Procedures
    
    
    269B.
    
    Other Information
    
    
    27PART III10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    2811.
    
    Executive Compensation
    
    
    2812.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    2813.
    
    Certain Relationships, Related Transactions and Director Independence
    
    
    2814.
    
    Principal Accountant Fees and Services
    
    
    28PART IV15.
    
    Exhibits and Financial Statement Schedules
    
    
    29EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2
  2




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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
  3




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PART I
 
 Item 1. Business
 Company Overview
      Business Segment Data and Geographical Information
  Operations
  4




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Products and Services
   Customers and Markets
   5




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Safety, Environmental and Other Regulatory Matters
    Employees
  6




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Item 1A. Risk Factors
  Weakness in the industries Furmanite serves could adversely affect demand for our services.
  Political, economic and other conditions in foreign countries in which Furmanite operates could adversely affect the
financial condition, results of operations or cash flow of the Company.
  
    
    risks of economic instability;
    
    potential adverse changes in taxation policies;
    
    disruptions from labor and political disturbances;
    
    adverse changes in tariffs or import or export restrictions;
    
    war or insurrections; and
    
    other adverse changes in the laws or regulations of the host country.
  The Company may be adversely affected by fluctuations in foreign currency exchange rates and
foreign exchange restrictions.
  The competitive position of Furmanite depends in part on the ability to protect its intellectual
property.
  7




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Furmanites products and services are offered in highly competitive markets, which limits the
profit margins and the ability to increase market share.
  If the Company loses any key personnel, the ability to manage the business and continue the growth
of the Company could be negatively impacted.
  The Company is exposed to customer credit risks.
  Changes in the general economy affecting availability of credit may negatively impact the Companys
business.
  Climate change legislation or regulations restricting emissions of greenhouse gases could result
in reduced demand for the Companys services and products.
  
 Item 1B. Unresolved Staff Comments
  8




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Item 2. Properties
   
 Item 3. Legal Proceedings
      
 Item 4. Reserved
 9




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PART II
 
 Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
   Years Ended December 31,
    
    High
    
    
    Low2010:First Quarter
    
    $
    5.28
    
    
    $
    3.07Second Quarter
    
    $
    5.50
    
    
    $
    3.80Third Quarter
    
    $
    4.94
    
    
    $
    3.55Fourth Quarter
    
    $
    7.45
    
    
    $
    4.782009:First Quarter
    
    $
    6.02
    
    
    $
    2.35Second Quarter
    
    $
    5.07
    
    
    $
    2.99Third Quarter
    
    $
    5.00
    
    
    $
    3.56Fourth Quarter
    
    $
    4.36
    
    
    $
    2.91
   10




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Item 6. Selected Financial Data
  Year Ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Statements of Operations Data:Revenues
    
    $
    285,953
    
    
    $
    275,940
    
    
    $
    320,942
    
    
    $
    290,287
    
    
    $
    246,388Total costs and expenses
    
    
    272,293
    
    
    
    274,406
    
    
    
    293,941
    
    
    
    269,640
    
    
    
    244,488Operating income1
    
    
    13,660
    
    
    
    1,534
    
    
    
    27,001
    
    
    
    20,647
    
    
    
    1,900Interest expense, net of interest and other income
    
    
    (394
    )
    
    
    (945
    )
    
    
    (1,445
    )
    
    
    (2,233
    )
    
    
    (1,941
    )Income (loss) before income taxes
    
    
    13,266
    
    
    
    589
    
    
    
    25,556
    
    
    
    18,414
    
    
    
    (41
    )Income tax expense
    
    
    (3,780
    )
    
    
    (3,419
    )
    
    
    (3,688
    )
    
    
    (5,919
    )
    
    
    (3,391
    )Net income (loss)2
    
    $
    9,486
    
    
    $
    (2,830
    )
    
    $
    21,868
    
    
    $
    12,495
    
    
    $
    (3,432
    )Earnings (loss) per share:Basic
    
    $
    0.26
    
    
    $
    (0.08
    )
    
    $
    0.60
    
    
    $
    0.35
    
    
    $
    (0.10
    )Diluted
    
    $
    0.26
    
    
    $
    (0.08
    )
    
    $
    0.59
    
    
    $
    0.35
    
    
    $
    (0.10
    )
 
 1
    
    Operating income for the years ended December 31, 2010 and 2009 includes restructuring charges of $5.7 million and $1.1 million, respectively.2
    
    Net income (loss) for the years ended December 31, 2010 and 2009 includes restructuring charges of $5.2 million and $0.9 million, respectively. December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Balance Sheet Data:Cash and cash equivalents
    
    $
    37,170
    
    
    $
    36,117
    
    
    $
    30,793
    
    
    $
    31,570
    
    
    $
    23,937Working capital
    
    
    88,181
    
    
    
    79,611
    
    
    
    83,826
    
    
    
    76,917
    
    
    
    69,226Total assets
    
    
    182,101
    
    
    
    174,989
    
    
    
    173,278
    
    
    
    172,053
    
    
    
    156,500Long-term debt, less current portion
    
    
    30,085
    
    
    
    30,139
    
    
    
    35,363
    
    
    
    43,185
    
    
    
    48,721Stockholders equity
    
    
    98,088
    
    
    
    85,330
    
    
    
    91,317
    
    
    
    78,336
    
    
    
    60,605
 11




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Business Overview
   Financial Overview
      12




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Results of Operations
 Years Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands, except per share data)Revenues
    
    $
    285,953
    
    
    $
    275,940
    
    
    $
    320,942Costs and expenses:Operating costs (exclusive of depreciation and amortization)
    
    
    194,594
    
    
    
    187,269
    
    
    
    207,748Depreciation and amortization expense
    
    
    6,490
    
    
    
    5,995
    
    
    
    5,784Selling, general and administrative expense
    
    
    71,209
    
    
    
    81,142
    
    
    
    80,409Total costs and expenses
    
    
    272,293
    
    
    
    274,406
    
    
    
    293,941Operating income
    
    
    13,660
    
    
    
    1,534
    
    
    
    27,001Interest income and other income (expense), net
    
    
    549
    
    
    
    434
    
    
    
    260Interest expense
    
    
    (943
    )
    
    
    (1,379
    )
    
    
    (1,705
    )Income before income taxes
    
    
    13,266
    
    
    
    589
    
    
    
    25,556Income tax expense
    
    
    (3,780
    )
    
    
    (3,419
    )
    
    
    (3,688
    )Net income (loss)
    
    $
    9,486
    
    
    $
    (2,830
    )
    
    $
    21,868Earnings (loss) per share:Basic
    
    $
    0.26
    
    
    $
    (0.08
    )
    
    $
    0.60Diluted
    
    $
    0.26
    
    
    $
    (0.08
    )
    
    $
    0.59
 13




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Geographical information
 Years Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Revenue:Americas
    
    $
    135,174
    
    
    $
    121,642
    
    
    $
    147,045EMEA
    
    
    109,373
    
    
    
    119,211
    
    
    
    141,716Asia-Pacific
    
    
    41,406
    
    
    
    35,087
    
    
    
    32,181Total Revenue
    
    
    285,953
    
    
    
    275,940
    
    
    
    320,942Costs and expenses:Operating costs (exclusive of depreciation and amortization)Americas
    
    
    90,691
    
    
    
    82,703
    
    
    
    97,274EMEA
    
    
    80,429
    
    
    
    84,048
    
    
    
    91,525Asia-Pacific
    
    
    23,474
    
    
    
    20,518
    
    
    
    18,949Total operating costs (exclusive of depreciation and amortization)
    
    
    194,594
    
    
    
    187,269
    
    
    
    207,748Operating costs as a percentage of revenue
    
    
    68.1
    %
    
    
    67.9
    %
    
    
    64.7
    %Depreciation and amortization expenseAmericas
    
    
    3,450
    
    
    
    3,278
    
    
    
    3,348EMEA
    
    
    1,885
    
    
    
    1,661
    
    
    
    1,544Asia-Pacific
    
    
    1,155
    
    
    
    1,056
    
    
    
    892Total depreciation and amortization expense
    
    
    6,490
    
    
    
    5,995
    
    
    
    5,784Depreciation and amortization expense as a percentage of revenue
    
    
    2.3
    %
    
    
    2.2
    %
    
    
    1.8
    %Selling, general and administrative expenseAmericas, including corporate
    
    
    40,192
    
    
    
    45,838
    
    
    
    45,758EMEA
    
    
    25,128
    
    
    
    28,608
    
    
    
    27,957Asia-Pacific
    
    
    5,889
    
    
    
    6,696
    
    
    
    6,694Total selling general and administrative expense
    
    
    71,209
    
    
    
    81,142
    
    
    
    80,409Selling, general and administrative expense as a percentage of revenue
    
    
    24.9
    %
    
    
    29.4
    %
    
    
    25.1
    %Total costs and expenses
    
    $
    272,293
    
    
    $
    274,406
    
    
    $
    293,941
  Revenues
  14




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Operating Costs (exclusive of depreciation and amortization)
     15




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Depreciation and Amortization Expense
   Selling, General and Administrative Expense
   16




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Other Income
 Interest Expense
   Interest Income and Other Income (Expense), Net
   Income Taxes
 Income Taxes
     17




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Liquidity and Capital Resources
       18




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19




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Contractual Obligations
  20




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Less Than 1
    
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    
    Year
    
    
    1 - 3 Years
    
    
    3 - 5 Years
    
    
    5 YearsDebt:Borrowings under existing revolving credit facility
    
    $
    30,000
    
    
    $
    
    
    
    $
    30,000
    
    
    $
    
    
    
    $
    Capital leases
    
    
    161
    
    
    
    92
    
    
    
    47
    
    
    
    22
    
    
    
    Debt subtotal
    
    
    30,161
    
    
    
    92
    
    
    
    30,047
    
    
    
    22
    
    
    
    Interest on debt
    
    
    1,530
    
    
    
    733
    
    
    
    794
    
    
    
    3Total debt and interest
    
    
    31,691
    
    
    
    825
    
    
    
    30,841
    
    
    
    25
    
    
    
    Other contractual commitments:Operating leases
    
    
    21,718
    
    
    
    7,927
    
    
    
    8,349
    
    
    
    3,036
    
    
    
    2,406Pension plan contributions
    
    
    10,530
    
    
    
    1,053
    
    
    
    2,106
    
    
    
    2,106
    
    
    
    5,265Purchase obligations
    
    
    9,500
    
    
    
    1,500
    
    
    
    5,000
    
    
    
    3,000
    
    
    
    Other obligations1
    
    
    1,577
    
    
    
    1,577
    
    
    
    
    
    
    
    
    
    
    
    Total other contractual commitments
    
    
    43,325
    
    
    
    12,057
    
    
    
    15,455
    
    
    
    8,142
    
    
    
    7,671Total
    
    $
    75,016
    
    
    $
    12,882
    
    
    $
    46,296
    
    
    $
    8,167
    
    
    $
    7,671
 
 1
    
    Accrued restructuring costs  Income Taxes
 Critical Accounting Policies and Estimates
 FASB Accounting Standards Codification Generally Accepted Accounting
Principles
   21




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Revenue Recognition
 Revenue Recognition
  Allowance for Doubtful Accounts
  Goodwill, Intangible and Long-Lived Assets
 Intangibles  Goodwill and Other
    22




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2010Fiscal Year:2011
    
    $
    1942012
    
    
    1942013
    
    
    1932014
    
    
    1182015
    
    
    43Thereafter
    
    
    79Total
    
    $
    821
  Property, Plant, and Equipment
 Stock-Based Compensation
  Income Taxes
   23




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Defined Benefit Pension Plan
  Contingencies
 Environmental
   Other
  Exit or Disposal Cost Obligations
 Exit or Disposal Cost Obligations Nonretirement Postemployment Benefits.
 .
 24




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New Accounting Pronouncements
 Revenue
RecognitionMultiple Deliverable Revenue Arrangements Revenue Arrangements with Multiple Deliverables
 Improving Disclosures about
Fair Value Measurements
 Off-Balance Sheet Transactions
  Inflation and Changing Prices
  25




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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 i.e.
    
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
 et seq
 Managements Annual Report on Internal Control over Financial Reporting
  26




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Internal Control  Integrated Framework
  Changes in Internal Controls Over Financial Reporting
  
 Item 9B. Other Information
  27




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships, Related Transactions and Director Independence
  
 Item 14. Principal Accountant Fees and Services
  28




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 BeginningPage
 (a) Financial Statements and Schedules
 (1) Index to Consolidated Financial Statements
 Report of Independent Registered Public Accounting Firm Regarding Internal Control over
Financial Reporting
    
    
    F-1Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets at December 31, 2010 and 2009
    
    
    F-3Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008
    
    
    F-4Consolidated Statements of Changes in Stockholders Equity for the years ended December
31, 2010, 2009 and 2008
    
    
    F-5Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008
    
    
    F-6Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31,
2010, 2009 and 2008
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8
 (2) Schedules:
   29




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(b) Exhibits
  2.1
    
    Asset Purchase Agreement, dated December 31, 2005, among Flowserve US Inc., IPSCO (UK)
Limited, Flowserve Repair & Services B.V., Flowserve Management Company, Flowserve Belgium
N.V., Furmanite US GSG LLC, Furmanite GSG Limited, Furmanite GSG BVBA, Furmanite Worldwide,
Inc. and Furmanite GSG B.V., incorporated by reference herein to Exhibit 2.1 to the
Registrants Form 8-K filed on January 6, 2006.3.1
    
    Restated Certificate of Incorporation of the Registrant, dated September 26, 1979,
incorporated by reference herein to Exhibit 3.1 to the Registrants 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 Registrants 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 Registrants 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 Registrants
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 Registrants 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 Registrants
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 Exhibit 3.1 to the Registrants 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 3.8 to the
Registrants 10-K for the year then ended December 31, 2007, which exhibit is hereby
incorporated by reference.4.1
    
    Certificate of Designation, Preferences and Rights related to the Registrants Series B
Junior Participating Preferred Stock, filed as Exhibit 4.2 to the Registrants 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 Registrants 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 Registrants Form 8-A/A filed on April 18, 2008).10.1*
    
    Amended and Restated Change in Control Agreement effective January 1, 2009, filed as Exhibit
10.1 of the exhibits to the Registrants Form 10-K for the year ended December 31, 2008, which
exhibit is hereby incorporated by reference.
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10.2*
    
    Amended and Restated Change in Control Agreement effective January 1, 2009, filed as Exhibit
10.2 of the exhibits to the Registrants Form 10-K for the year ended December 31, 2008, which
exhibit is hereby incorporated by reference.10.3*
    
    Amended and Restated Change in Control Agreement effective January 1, 2009, filed as Exhibit
10.3 of the exhibits to the Registrants Form 10-K for the year ended December 31, 2008, which
exhibit is hereby incorporated by reference.10.6*
    
    Furmanite Corporation (formerly Xanser Corporation and formerly Kaneb Services, Inc.)
Savings Investment Plan, as amended, filed as Exhibit 4.10 of the exhibits to the Registrants
Registration Statement on Form S-8 (Form S-8) (S.E.C. File No. 033-41295) as Exhibit 4.1 to
the exhibits of the Registrants Form S-8 (S.E.C. File No. 333-14067), and as Exhibit 4.9 to
the exhibits of the Registrants Form S-8 (S.E.C. File No. 333-83968), which exhibits are
hereby incorporated by reference.10.7*
    
    Furmanite Corporation (formerly Xanser Corporation and formerly Kaneb Services, Inc.) 1994
Stock Incentive Plan as Amended, as Exhibit 10.1 to the Registrants Current Report on Form
8-K filed on August 22, 2001, and as Exhibit 10.1 to the exhibits of the Registrants Form
10-Q for the period ended June 30, 2003, which exhibits are hereby incorporated by reference.10.8*
    
    Furmanite Corporation 1994 Stock Incentive Plan as amended and restated March 4, 2009, as
Appendix A to Schedule 14A filed on April 7, 2009, and as Exhibit 99.1 to the exhibits of the
Registrants Form S-8 filed on June 1, 2009, which Appendix A and exhibits are hereby
incorporated by reference.10.9*
    
    Kaneb Services, Inc. $1.63 Director Stock Options, filed as Exhibit 4.12 to the exhibits of
the Registrants Form S-8 (S.E.C. File No. 033-58981), which exhibit is hereby incorporated by
reference.10.10*
    
    Kaneb Services, Inc. Directors Stock Options I, filed as Exhibit 4.6 to the exhibits of the
Registrants Form S-8 (S.E.C. File No. 333-14069), which exhibit is hereby incorporated by
reference.10.11*
    
    Kaneb Services, Inc. 1996 Directors Stock Incentive Plan, as amended, filed as Exhibit 4.6
to the exhibits of the Registrants Form S-8 (S.E.C. File No. 333-14071) and as Exhibit 4.1 to
the exhibits of the Registrants Form S-8 (S.E.C. File No. 333-22109), and as supplemented,
filed as Exhibit 4.2 to the Exhibits of the Registrants Form S-8 (S.E.C. File No. 333-60195),
which exhibits are hereby incorporated by reference.10.12*
    
    Kaneb Services, Inc. 1994 Stock Option Agreements, filed as Exhibits 10.1, 10.2, 10.3 and
10.4 to the exhibits of the Registrants Form S-8 (S.E.C. File No. 333-34496), which exhibits
are hereby incorporated by reference.10.13
    
    Form of Indemnification Agreement filed as Exhibit 10.12 of the exhibits to the Registrants
Form 10-K for the year ended December 31, 2008, which exhibit is hereby incorporated by
reference.10.14
    
    Credit Agreement, dated July 31, 2009, among Furmanite Worldwide, Inc. and certain
subsidiaries, as Borrowers, Bank of America, N.A. as Administrative Agent, Compass Bank as
Syndication Agent and the Lenders party thereto, incorporated by reference herein to Exhibit
10.1 to the Registrants Current Report on Form 8-K filed on August 7, 2009.10.15
    
    Guaranty and Collateral Agreement, dated July 31, 2009, among Furmanite Worldwide, Inc. and
each of the other grantors (as defined therein) in favor of Bank of America, N.A. as
Administrative Agent incorporated by reference herein to Exhibit 10.2 to the Registrants
Current Report on Form 8-K filed on August 7, 2009.10.16
    
    Consulting Agreement, dated April 7, 2010, among Furmanite Corporation and Michael L. Rose,
the Companys former Chief Executive Officer, as Consultant, incorporated by reference herein
to Exhibit 4.4 to the Registrants Form 10-Q for the quarter ended March 31, 2010.21.1 ±
    
    List of subsidiaries of the Registrant.23.1 ±
    
    Consent of Grant Thornton LLP.
 31




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##### Table of Contents



31.1 ±
    
    Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002, dated as of March 15, 2011.31.2 ±
    
    Certification of Principal Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, dated as of March 15, 201132.1 ±
    
    Certification of Chief Executive Officer, Pursuant to Section 906(a) of the Sarbanes-Oxley
Act of 2002, dated as of March 15, 2011.32.2 ±
    
    Certification of Principal Financial Officer, Pursuant to Section 906(a) of the
Sarbanes-Oxley Act of 2002, dated as of March 15, 2011.
 
 *
    
    Denotes management contracts.±
    
    Filed herewith. 32




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal
ControlIntegrated Framework
    Internal ControlIntegrated Framework
   
 F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal ControlIntegrated
Framework
  
 F-2




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except share data)
 December 31,
    
    
    December 31,2010
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    37,170
    
    
    $
    36,117Accounts receivable, trade (net of allowance for doubtful
accounts of $1,497 and $1,617
as of December 31, 2010 and 2009, respectively)
    
    
    63,630
    
    
    
    52,021Receivable from businesses distributed to common stockholders
    
    
    
    
    
    
    1,443Inventories, net
    
    
    24,366
    
    
    
    26,827Prepaid expenses and other current assets
    
    
    5,951
    
    
    
    7,642Total current assets
    
    
    131,117
    
    
    
    124,050Property and equipment
    
    
    73,969
    
    
    
    66,909Less: accumulated depreciation and amortization
    
    
    (43,249
    )
    
    
    (36,741
    )Property and equipment, net
    
    
    30,720
    
    
    
    30,168Goodwill
    
    
    13,148
    
    
    
    13,148Deferred tax assets
    
    
    2,872
    
    
    
    3,707Intangible and other assets
    
    
    4,244
    
    
    
    3,916Total assets
    
    $
    182,101
    
    
    $
    174,989Liabilities and Stockholders EquityCurrent liabilities:Current portion of long-term debt
    
    $
    76
    
    
    $
    174Accounts payable
    
    
    17,815
    
    
    
    17,077Accrued expenses and other current liabilities
    
    
    24,488
    
    
    
    25,599Income taxes payable
    
    
    557
    
    
    
    1,589Total current liabilities
    
    
    42,936
    
    
    
    44,439Long-term debt, non-current
    
    
    30,085
    
    
    
    30,139Net pension liability
    
    
    8,432
    
    
    
    12,358Other liabilities
    
    
    2,560
    
    
    
    2,723Commitments and contingencies (Note 12)Stockholders equity:Series B Preferred Stock, unlimited shares authorized, none
outstanding
    
    
    
    
    
    
    Common stock, no par value; 60,000,000 shares authorized; 40,925,619 and
40,682,815 shares
issued as of December 31, 2010 and 2009, respectively
    
    
    4,745
    
    
    
    4,723Additional paid-in capital
    
    
    132,132
    
    
    
    132,106Accumulated deficit
    
    
    (12,373
    )
    
    
    (21,859
    )Accumulated other comprehensive loss
    
    
    (8,403
    )
    
    
    (11,627
    )Treasury stock, at cost (4,008,963 shares as of December 31,
2010 and 2009)
    
    
    (18,013
    )
    
    
    (18,013
    )Total stockholders equity
    
    
    98,088
    
    
    
    85,330Total liabilities and stockholders equity
    
    $
    182,101
    
    
    $
    174,989
   F-3




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except share and per share data)
 Years Ended December 31,2010
    
    
    2009
    
    
    2008Revenues
    
    $
    285,953
    
    
    $
    275,940
    
    
    $
    320,942Costs and expenses:Operating costs (exclusive of depreciation and amortization)
    
    
    194,594
    
    
    
    187,269
    
    
    
    207,748Depreciation and amortization expense
    
    
    6,490
    
    
    
    5,995
    
    
    
    5,784Selling, general and administrative expense
    
    
    71,209
    
    
    
    81,142
    
    
    
    80,409Total costs and expenses
    
    
    272,293
    
    
    
    274,406
    
    
    
    293,941Operating income
    
    
    13,660
    
    
    
    1,534
    
    
    
    27,001Interest income and other income (expense), net
    
    
    549
    
    
    
    434
    
    
    
    260Interest expense
    
    
    (943
    )
    
    
    (1,379
    )
    
    
    (1,705
    )Income before income taxes
    
    
    13,266
    
    
    
    589
    
    
    
    25,556Income tax expense
    
    
    (3,780
    )
    
    
    (3,419
    )
    
    
    (3,688
    )Net income (loss)
    
    $
    9,486
    
    
    $
    (2,830
    )
    
    $
    21,868Earnings (loss) per common share:Basic
    
    $
    0.26
    
    
    $
    (0.08
    )
    
    $
    0.60Diluted
    
    $
    0.26
    
    
    $
    (0.08
    )
    
    $
    0.59Weighted-average
number of common and common equivalent shares used
in computing earnings (loss) per common share:Basic
    
    
    36,751
    
    
    
    36,632
    
    
    
    36,426Diluted
    
    
    36,944
    
    
    
    36,632
    
    
    
    36,951
  F-4




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##### Table of Contents



FURMANITE
CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
 (in thousands, except share data)
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Shares
    
    
    Common
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    TreasuryIssued
    
    
    Treasury
    
    
    Stock
    
    
    Capital
    
    
    Deficit
    
    
    Income (Loss)
    
    
    Stock
    
    
    TotalBalances at January 1, 2008
    
    
    39,959,792
    
    
    
    4,048,963
    
    
    $
    4,643
    
    
    $
    128,363
    
    
    $
    (40,943
    )
    
    $
    4,467
    
    
    $
    (18,194
    )
    
    $
    78,336Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,868
    
    
    
    
    
    
    
    
    
    
    
    21,868Stock-based compensation and stock
option exercises
    
    
    294,679
    
    
    
    (40,000
    )
    
    
    29
    
    
    
    1,214
    
    
    
    
    
    
    
    
    
    
    
    181
    
    
    
    1,424Conversion of convertible debentures to
common stock
    
    
    358,344
    
    
    
    
    
    
    
    43
    
    
    
    1,841
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,884Change in pension net actuarial loss and
prior service credit, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (986
    )
    
    
    
    
    
    
    (986
    )Adjustment for FASB ASC 715
measurement date change, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46
    
    
    
    (10
    )
    
    
    
    
    
    
    36Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,245
    )
    
    
    
    
    
    
    (11,245
    )Balances at December 31, 2008
    
    
    40,612,815
    
    
    
    4,008,963
    
    
    
    4,715
    
    
    
    131,418
    
    
    
    (19,029
    )
    
    
    (7,774
    )
    
    
    (18,013
    )
    
    
    91,317Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,830
    )
    
    
    
    
    
    
    
    
    
    
    (2,830
    )Stock-based compensation and stock
option exercises
    
    
    70,000
    
    
    
    
    
    
    
    8
    
    
    
    688
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    696Change in pension net actuarial loss and
prior service credit, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,918
    )
    
    
    
    
    
    
    (8,918
    )Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,065
    
    
    
    
    
    
    
    5,065Balances at December 31, 2009
    
    
    40,682,815
    
    
    
    4,008,963
    
    
    
    4,723
    
    
    
    132,106
    
    
    
    (21,859
    )
    
    
    (11,627
    )
    
    
    (18,013
    )
    
    
    85,330Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,486
    
    
    
    
    
    
    
    
    
    
    
    9,486Stock-based compensation and stock
option exercises
    
    
    242,804
    
    
    
    
    
    
    
    22
    
    
    
    1,469
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,491Change in pension net actuarial loss and
prior service credit, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,484
    
    
    
    
    
    
    
    3,484Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (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
  F-5




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
 Years Ended December 31,2010
    
    
    2009
    
    
    2008Operating activities:Net income (loss)
    
    $
    9,486
    
    
    $
    (2,830
    )
    
    $
    21,868Reconciliation of net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    6,490
    
    
    
    5,995
    
    
    
    5,807Provision for doubtful accounts
    
    
    113
    
    
    
    498
    
    
    
    909Stock-based compensation expense
    
    
    913
    
    
    
    571
    
    
    
    497Deferred income taxes
    
    
    286
    
    
    
    (227
    )
    
    
    381Other, net
    
    
    (141
    )
    
    
    (313
    )
    
    
    (279
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (11,582
    )
    
    
    13,652
    
    
    
    (5,910
    )Inventories
    
    
    2,475
    
    
    
    (685
    )
    
    
    (1,638
    )Prepaid expenses and other current assets
    
    
    658
    
    
    
    (735
    )
    
    
    (533
    )Accounts payable
    
    
    868
    
    
    
    (902
    )
    
    
    1,073Accrued expenses and other current liabilities
    
    
    (461
    )
    
    
    320
    
    
    
    (1,640
    )Income taxes payable
    
    
    (1,020
    )
    
    
    2,187
    
    
    
    (3,899
    )Other, net
    
    
    (249
    )
    
    
    426
    
    
    
    (117
    )Net cash provided by operating activities
    
    
    7,836
    
    
    
    17,957
    
    
    
    16,519Investing activities:Capital expenditures
    
    
    (7,312
    )
    
    
    (6,541
    )
    
    
    (8,014
    )Acquisition of assets
    
    
    (350
    )
    
    
    (900
    )
    
    
    Proceeds from sale of assets
    
    
    574
    
    
    
    447
    
    
    
    144Net cash used in investing activities
    
    
    (7,088
    )
    
    
    (6,994
    )
    
    
    (7,870
    )Financing activities:Payments on debt
    
    
    (237
    )
    
    
    (40,435
    )
    
    
    (8,015
    )Proceeds from issuance of debt
    
    
    78
    
    
    
    35,049
    
    
    
    Debt issuance costs
    
    
    
    
    
    
    (658
    )
    
    
    Issuance of common stock
    
    
    578
    
    
    
    125
    
    
    
    438Payments on 8.75% convertible subordinated debentures
    
    
    
    
    
    
    
    
    
    
    (155
    )Net cash provided by (used in) financing activities
    
    
    419
    
    
    
    (5,919
    )
    
    
    (7,732
    )Effect of exchange rate changes on cash
    
    
    (114
    )
    
    
    280
    
    
    
    (1,694
    )Increase (decrease) in cash and cash equivalents
    
    
    1,053
    
    
    
    5,324
    
    
    
    (777
    )Cash and
cash equivalents at beginning of year
    
    
    36,117
    
    
    
    30,793
    
    
    
    31,570Cash and
cash equivalents at end of year
    
    $
    37,170
    
    
    $
    36,117
    
    
    $
    30,793Non-cash financing activities:Conversion of 8.75% convertible debentures to common stock
    
    $
    
    
    
    $
    
    
    
    $
    1,884Settlement of accrued bonuses in common stock
    
    $
    
    
    
    $
    
    
    
    $
    488Supplemental cash flow information:Cash paid for interest
    
    $
    782
    
    
    $
    1,400
    
    
    $
    1,883Cash paid for income taxes, net of refunds received
    
    $
    3,491
    
    
    $
    846
    
    
    $
    4,837
  F-6




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 (in thousands)
 Years Ended December 31,2010
    
    
    2009
    
    
    2008Net income (loss)
    
    $
    9,486
    
    
    $
    (2,830
    )
    
    $
    21,868Other comprehensive income (loss):Change in pension net actuarial loss and prior service credit, net of tax
    
    
    3,484
    
    
    
    (8,918
    )
    
    
    (986
    )Foreign currency translation adjustments
    
    
    (260
    )
    
    
    5,065
    
    
    
    (11,245
    )Total other comprehensive income (loss)
    
    
    3,224
    
    
    
    (3,853
    )
    
    
    (12,231
    )Comprehensive income (loss)
    
    $
    12,710
    
    
    $
    (6,683
    )
    
    $
    9,637
  F-7




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2010
 1. Description of Business and Summary of Significant Accounting Policies
 Description of Business
   F-8




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010
  Cash and Cash Equivalents
  Accounts Receivable
   2010
    
    
    2009
    
    
    2008Allowance for doubtful accounts at beginning of year
    
    $
    1,617
    
    
    $
    4,627
    
    
    $
    4,011Provisions for doubtful accounts
    
    
    113
    
    
    
    498
    
    
    
    909Currency adjustments
    
    
    2
    
    
    
    46
    
    
    
    (91
    )Write-offs, net of recoveries
    
    
    (235
    )
    
    
    (3,554
    )
    
    
    (202
    )Allowance for doubtful accounts at end of year
    
    $
    1,497
    
    
    $
    1,617
    
    
    $
    4,627
 Inventories
  Property and Equipment
  F-9




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010
 Long-Lived Assets
 Property,
Plant, and Equipment
 Goodwill and Intangible Assets
 Intangibles  Goodwill and Other
    F-10




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
  2010Fiscal Year:2011
    
    $
    1942012
    
    
    1942013
    
    
    1932014
    
    
    1182015
    
    
    43Thereafter
    
    
    79Total
    
    $
    821
  Revenue Recognition
 Revenue Recognition
  Foreign Currency Translation
  Stock-Based Compensation
  Income Taxes
  F-11




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
  Defined Benefit Pension Plan
  Contingencies
 Environmental
   Other
  Exit or Disposal Cost Obligations
 Exit or Disposal Cost Obligations Nonretirement Postemployment Benefits.
  F-12




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
 .
 Use of Estimates
  New Accounting Pronouncements
 Revenue
RecognitionMultiple Deliverable Revenue Arrangements Revenue Arrangements with Multiple Deliverables
 F-13




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##### Table of Contents



FURMANITE
CORPORATION AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
 Improving Disclosures
about Fair Value Measurements
 Amendments to Certain
Recognition and Disclosure Requirements Subsequent Events
 2. Earnings (Loss) Per Share
   2010
    
    
    2009
    
    
    2008Net income (loss)
    
    $
    9,486
    
    
    $
    (2,830
    )
    
    $
    21,868Basic weighted-average common shares outstanding
    
    
    36,751
    
    
    
    36,632
    
    
    
    36,426Dilutive effect of common stock equivalents
    
    
    193
    
    
    
    
    
    
    
    525Diluted weighted-average common shares outstanding
    
    
    36,944
    
    
    
    36,632
    
    
    
    36,951Earnings (loss) per share:Basic
    
    $
    0.26
    
    
    $
    (0.08
    )
    
    $
    0.60Diluted
    
    $
    0.26
    
    
    $
    (0.08
    )
    
    $
    0.59Stock options excluded from diluted weighted-average common shares
outstanding because their inclusion would have an anti-dilutive effect:
    
    
    531
    
    
    
    648
    
    
    
    118
 3. Inventories, net
  2010
    
    
    2009Raw materials and supplies
    
    $
    19,159
    
    
    $
    18,973Work-in-process
    
    
    6,906
    
    
    
    8,601Finished goods
    
    
    85
    
    
    
    370Excess and Obsolete Reserve
    
    
    (1,784
    )
    
    
    (1,117
    )Total inventories
    
    $
    24,366
    
    
    $
    26,827
  F-14




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
 4. Property and Equipment
  2010
    
    
    2009Land
    
    $
    2,043
    
    
    $
    1,305Buildings
    
    
    4,891
    
    
    
    4,940Machinery and equipment
    
    
    52,024
    
    
    
    47,214Furniture and fixtures
    
    
    7,310
    
    
    
    7,100Vehicles
    
    
    2,669
    
    
    
    2,803Construction in progress
    
    
    1,796
    
    
    
    1,328Other
    
    
    3,236
    
    
    
    2,219Total property and equipment
    
    
    73,969
    
    
    
    66,909Less: accumulated depreciation and amortization
    
    
    (43,249
    )
    
    
    (36,741
    )Net property and equipment
    
    $
    30,720
    
    
    $
    30,168
   2010
    
    
    2009Vehicle capital leases
    
    $
    1,585
    
    
    $
    1,638Less: accumulated depreciation and amortization
    
    
    (1,432
    )
    
    
    (1,344
    )Net equipment acquired under capital leases
    
    $
    153
    
    
    $
    294
 5. Accrued Expenses and Other Current Liabilities
  2010
    
    
    2009Compensation and benefits1
    
    $
    15,130
    
    
    $
    11,085Estimated potential uninsured liability claims
    
    
    1,886
    
    
    
    3,405Value added tax payable
    
    
    1,387
    
    
    
    1,612Taxes other than income
    
    
    1,052
    
    
    
    1,393Professional, audit and legal fees
    
    
    1,088
    
    
    
    948Customer deposits
    
    
    615
    
    
    
    2,731Other employee related expenses
    
    
    550
    
    
    
    634Rent
    
    
    327
    
    
    
    600Interest
    
    
    20
    
    
    
    42Payments due on purchased assets
    
    
    
    
    
    
    350Other 2
    
    
    2,433
    
    
    
    2,799Total accrued expenses and other current liabilities
    
    $
    24,488
    
    
    $
    25,599
 
 1
    
    Includes restructuring accruals of $1.1 million and $0.7 million for the years ended December 31, 2010 and 2009, respectively.2
    
    Includes restructuring accruals of $0.5
million for the year ended December 31, 2010. F-15




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##### Table of Contents



FURMANITE
CORPORATION AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
 6. Restructuring
  2009 Cost Reduction Initiative
  2010 Cost Reduction Initiative
  Exit or
Disposal Cost Obligations Nonretirement Postemployment Benefits.
  Reserve at
    
    
    
    
    
    
    Cash
    
    
    Foreign currency
    
    
    Reserve atDecember 31, 2009
    
    
    Charges
    
    
    payments
    
    
    adjustments
    
    
    December 31, 20102009 InitiativeSeverance and benefit costs
    
    $
    690
    
    
    $
    1,288
    
    
    $
    (1,850
    )
    
    $
    (21
    )
    
    $
    107Lease termination costs
    
    
    
    
    
    
    590
    
    
    
    (469
    )
    
    
    4
    
    
    
    125Other restructuring costs
    
    
    
    
    
    
    470
    
    
    
    (460
    )
    
    
    (1
    )
    
    
    92010 InitiativeSeverance and benefit costs
    
    
    
    
    
    
    2,899
    
    
    
    (1,948
    )
    
    
    18
    
    
    
    969Lease termination costs
    
    
    
    
    
    
    279
    
    
    
    
    
    
    
    (2
    )
    
    
    277Other restructuring costs
    
    
    
    
    
    
    187
    
    
    
    (97
    )
    
    
    
    
    
    
    90$
    690
    
    
    $
    5,713
    
    
    $
    (4,824
    )
    
    $
    (2
    )
    
    $
    1,577
 F-16




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
  Reserve at
    
    
    
    
    
    
    Cash
    
    
    Foreign currency
    
    
    Reserve atJanuary 1, 2009
    
    
    Charges
    
    
    payments
    
    
    adjustments
    
    
    December 31, 20092009 InitiativeSeverance and benefit costs
    
    $
    
    
    
    $
    876
    
    
    $
    (186
    )
    
    $
    
    
    
    $
    690Lease termination costs
    
    
    
    
    
    
    22
    
    
    
    (22
    )
    
    
    
    
    
    
    Other restructuring costs
    
    
    
    
    
    
    175
    
    
    
    (175
    )
    
    
    
    
    
    
    $
    
    
    
    $
    1,073
    
    
    $
    (383
    )
    
    $
    
    
    
    $
    690
  2010
    
    
    2009
    
    
    2008Severance and benefit costs
    
    $
    4,187
    
    
    $
    876
    
    
    $
    Lease termination costs
    
    
    869
    
    
    
    22
    
    
    
    Other restructuring costs
    
    
    657
    
    
    
    175
    
    
    
    Total
    
    $
    5,713
    
    
    $
    1,073
    
    
    $
    
  2010
    
    
    2009
    
    
    2008Americas
    
    $
    442
    
    
    $
    406
    
    
    $
    EMEA
    
    
    5,271
    
    
    
    642
    
    
    
    Asia-Pacific
    
    
    
    
    
    
    25
    
    
    
    Total
    
    $
    5,713
    
    
    $
    1,073
    
    
    $
    
  7. Long-Term Debt
  2010
    
    
    2009Borrowings under the revolving credit facility (the Credit Agreement)
    
    $
    30,000
    
    
    $
    30,000Capital leases
    
    
    161
    
    
    
    313Total long-term debt
    
    
    30,161
    
    
    
    30,313Less current portion of long-term debt
    
    
    (76
    )
    
    
    (174
    )Total long-term debt, non-current
    
    $
    30,085
    
    
    $
    30,139
  F-17




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
     20102011
    
    $
    2012
    
    
    2013
    
    
    30,0002014
    
    
    2015
    
    
    Thereafter
    
    
    Total long-term debt
    
    $
    30,000Capital leases
    
    
    161Total long-term debt and capital lease
    
    $
    30,161
 8. Retirement Plans
    F-18




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
  Compensation  Retirement Benefits
   2010
    
    
    2009
    
    
    2008Net periodic pension cost (benefit):Service cost
    
    
    835
    
    
    
    673
    
    
    
    721Interest cost
    
    
    3,672
    
    
    
    3,272
    
    
    
    3,931Expected return on plan assets
    
    
    (3,603
    )
    
    
    (2,993
    )
    
    
    (5,044
    )Amortization of prior service cost
    
    
    (94
    )
    
    
    (95
    )
    
    
    (112
    )Amortization of net actuarial loss
    
    
    1,085
    
    
    
    180
    
    
    
    Net periodic pension cost (benefit)
    
    $
    1,895
    
    
    $
    1,037
    
    
    $
    (504
    )
  2010
    
    
    2009Discount rate
    
    
    5.7
    %
    
    
    5.7
    %Rate of compensation increase
    
    
    4.0
    %
    
    
    4.0
    %Inflation
    
    
    3.5
    %
    
    
    3.5
    %
  2010
    
    
    2009Discount rate
    
    
    5.7
    %
    
    
    6.7
    %Expected long-term return on plan assets
    
    
    6.8
    %
    
    
    6.2
    %Rate of compensation increase
    
    
    4.0
    %
    
    
    3.0
    %Inflation
    
    
    3.5
    %
    
    
    2.5
    %
 F-19




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
    2010
    
    
    2009Projected benefit obligation:Beginning of year
    
    $
    68,506
    
    
    $
    45,392Service cost
    
    
    835
    
    
    
    673Interest cost
    
    
    3,672
    
    
    
    3,272Participants contributions
    
    
    232
    
    
    
    173Actuarial loss (gain)
    
    
    (671
    )
    
    
    16,554Benefits paid
    
    
    (3,051
    )
    
    
    (3,453
    )Foreign currency translation adjustment and other
    
    
    (2,358
    )
    
    
    5,895End of year
    
    
    67,165
    
    
    
    68,506Fair value of plan assets:Beginning of year
    
    
    56,148
    
    
    
    44,729Actual gain on plan assets
    
    
    6,290
    
    
    
    7,924Employer contributions
    
    
    1,100
    
    
    
    1,200Participants contributions
    
    
    232
    
    
    
    173Benefits paid
    
    
    (3,051
    )
    
    
    (3,453
    )Foreign currency translation adjustment
    
    
    (1,986
    )
    
    
    5,575End of year
    
    
    58,733
    
    
    
    56,148Excess projected obligation under (over) fair value of plan assets at end of year
    
    $
    (8,432
    )
    
    $
    (12,358
    )Amounts recognized in accumulated other comprehensive income:Net actuarial loss
    
    $
    13,517
    
    
    $
    18,573Prior service cost (credit)
    
    
    (552
    )
    
    
    (671
    )Net amount recognized in accumulated other comprehensive income
    
    $
    12,965
    
    
    $
    17,902
   F-20




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
  2011
    
    $
    2,7132012
    
    
    2,7982013
    
    
    2,8872014
    
    
    2,9762015
    
    
    3,0712016-2020
    
    
    16,885Total
    
    $
    31,330
  Quoted Prices in
    
    
    Significant
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsAsset Category
    
    Total
    
    
    (Level 1)
    
    
    (Level 2) (a)
    
    
    (Level 3) (a)Cash
    
    $
    394
    
    
    $
    394
    
    
    $
    
    
    
    $
    Equity securities:U.K. equity (b)
    
    
    15,767
    
    
    
    
    
    
    
    15,767
    
    
    
    U.S. equity index (c)
    
    
    5,017
    
    
    
    
    
    
    
    5,017
    
    
    
    European equity index (d)
    
    
    3,934
    
    
    
    
    
    
    
    
    
    
    
    3,934Pacific Rim equity index (e)
    
    
    2,416
    
    
    
    
    
    
    
    
    
    
    
    2,416Japanese equity index (f)
    
    
    2,241
    
    
    
    
    
    
    
    
    
    
    
    2,241Emerging Markets equity index (g)
    
    
    1,777
    
    
    
    
    
    
    
    
    
    
    
    1,777Fixed income securities:Corporate bonds (h)
    
    
    12,330
    
    
    
    
    
    
    
    
    
    
    
    12,330U.K. government fixed income securities (i)
    
    
    7,733
    
    
    
    
    
    
    
    7,733
    
    
    
    U.K. government index-linked securities (j)
    
    
    5,933
    
    
    
    
    
    
    
    5,933
    
    
    
    Total
    
    $
    57,542
    
    
    $
    394
    
    
    $
    34,450
    
    
    $
    22,698
 
 a)
    
    The net asset value of the commingled equity and fixed income funds are determined by prices
of the underlying securities, less the funds liabilities, and then divided by the number of
shares outstanding. As the funds are not traded in active markets, the commingled funds are
classified as Level 2 or Level 3 assets. The net asset value is corroborated by observable
market data (e.g., purchase or sale activities) for Level 2 assets.b)
    
    This category includes investments in U.K. companies and aims to achieve a return that is
consistent with the return of the FTSE All-Share Index.c)
    
    This category includes investments in a variety of large and small U.S. companies and aims to
achieve a return that is consistent with the return of the FTSE All-World USA Index.d)
    
    This category includes investments in a variety of large and small European companies and
aims to achieve a return that is consistent with the return of the FTSE All-World Developed
Europe ex-U.K. Index.e)
    
    This category includes investments in a variety of large and small companies across the
Australian, Hong Kong, New Zealand and Singapore markets and aims to achieve a return that is
consistent with the return of the FTSE-All-World Developed Asia Pacific ex-Japan Index.f)
    
    This category includes investments in a variety of large and small Japanese companies and
aims to achieve a return that is consistent with the return of the FTSE All-World Japan Index. F-21




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
 g)
    
    This category includes investments in companies in the Emerging Markets to achieve a return
that is consistent with the return of the IFC Investable Index ex-Malaysia.h)
    
    This category includes investment grade corporate bonds denominated in sterling and aims to
achieve a return consistent with the iBoxx £ Non-Gilts Over 15 Years Index. This index
consists of bonds with a maturity period of 15 years or longer.i)
    
    This category includes investments in U.K. government fixed income securities (gilts) that
have a maturity period of 15 years or longer and aims to achieve a return consistent with the
iBoxx £ Non-Gilts Over 15 Years Index.j)
    
    This category includes investments in U.K. government index-linked securities (index-linked
gilts) that have a maturity period of 5 years or longer and aims to achieve a return
consistent with the FTSE UK Gilts Index-Linked Over 5 Years Index.  Balance at  December 31, 2009
    
    $
    Transfers in
    
    
    19,577Purchases
    
    
    1,512Unrealized gain
    
    
    2,264Foreign currency adjustments
    
    
    (655
    )Balance at  December 31, 2010
    
    $
    22,698
   
    
    optimize the long-term return on plan assets at an acceptable level of risk
    
    maintain a broad diversification across asset classes
    
    maintain careful control of the risk level within each asset class
   Asset Allocations
    
    
    Target Asset AllocationsFor the Years Ended December 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Equity securities
    
    
    54.1
    %
    
    
    50.8
    %
    
    
    55.0
    %
    
    
    55.0
    %Debt securities
    
    
    45.1
    %
    
    
    44.8
    %
    
    
    45.0
    %
    
    
    45.0
    %Other
    
    
    0.8
    %
    
    
    4.4
    %
    
    
    0.0
    %
    
    
    0.0
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 F-22




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
 9. Stockholders Equity
  Series B Preferred Stock
  Stock Option Plans
    F-23




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
  2010
    
    2009
    
    2008Expected volatility
    
    58.0% to 64.9%
    
    47.7% to 47.9%
    
    
    41.2%Risk-free interest rate
    
    1.7% to 2.6%
    
    2.0% to 2.2%
    
    
    1.6%Expected dividends
    
    
    0%
    
    
    
    0
    %
    
    
    0%Expected term in years
    

    5 to 6.5
    
    
    4
    
    
    
    5
    Weighted-
    
    
    AggregateAverage
    
    
    IntrinsicExercise
    
    
    ValueOptions
    
    Shares
    
    
    Price
    
    
    ($000s)Outstanding at January 1, 2008
    
    
    930,298
    
    
    $
    3.59Granted
    
    
    284,000
    
    
    $
    5.07Exercised
    
    
    (218,515
    )
    
    $
    2.00Forfeited
    
    
    (35,000
    )
    
    $
    7.47Outstanding at December 31, 2008
    
    
    960,783
    
    
    $
    4.25Granted
    
    
    180,000
    
    
    $
    3.96Exercised
    
    
    (40,000
    )
    
    $
    3.14Forfeited
    
    
    (128,500
    )
    
    $
    5.48Outstanding at December 31, 2009
    
    
    972,283
    
    
    $
    4.08Granted
    
    
    555,000
    
    
    $
    5.21Exercised
    
    
    (188,500
    )
    
    $
    3.15Forfeited or expired
    
    
    (30,000
    )
    
    $
    3.93Outstanding at December 31, 2010
    
    
    1,308,783
    
    
    $
    4.68
    
    
    
    3,089Exercisable at December 31, 2010
    
    
    568,383
    
    
    $
    4.01
    
    
    
    1,751
  F-24




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
  Weighted-AverageGrant-DateOptions
    
    
    Fair ValueNonvested at December 31, 2009
    
    
    420,700
    
    
    $
    1.72Granted
    
    
    555,000
    
    
    $
    2.98Vested
    
    
    (219,300
    )
    
    $
    2.38Forfeited
    
    
    (16,000
    )
    
    $
    1.55Nonvested at December 31, 2010
    
    
    740,400
    
    
    $
    3.11
   Average
    
    
    AverageOustanding
    
    
    ExercisableAverage Exercise Price per
    
    
    Remaining
    
    
    RemainingRange of Exercise
    
    Options
    
    
    Outstanding
    
    
    Exercisable
    
    
    Contractual
    
    
    ContractualPrice
    
    Outstanding
    
    
    Exercisable
    
    
    Options
    
    
    Options
    
    
    Life (Years)
    
    
    Life (Years)$2.30    $3.93
    
    
    449,283
    
    
    
    306,283
    
    
    $
    3.06
    
    
    $
    2.72
    
    
    
    4.4
    
    
    
    2.9$4.16    $5.40
    
    
    629,500
    
    
    
    241,100
    
    
    $
    4.81
    
    
    $
    4.97
    
    
    
    5.7
    
    
    
    2.7$6.11    $11.88
    
    
    230,000
    
    
    
    21,000
    
    
    $
    7.50
    
    
    $
    11.88
    
    
    
    8.9
    
    
    
    3.01,308,783
    
    
    
    568,383
    
    
    $
    4.68
    
    
    $
    4.01
    
    
    
    5.8
    
    
    
    2.8
  Restricted Stock Awards
   .
 F-25




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
    Weighted-AverageWeighted-
    
    
    RemainingAverage
    
    
    ContractualGrant-Date
    
    
    TermRestricted Stock Awards
    
    Options
    
    
    Fair Value
    
    
    (Year)Nonvested at December 31, 2009
    
    
    190,000
    
    
    $
    6.67
    
    
    
    1.7Granted
    
    
    60,000
    
    
    $
    3.85Vested
    
    
    (50,000
    )
    
    $
    5.40Nonvested at December 31, 2010
    
    
    200,000
    
    
    $
    6.15
    
    
    
    1.8
  10. Accumulated Other Comprehensive Loss
  2010
    
    
    2009Net actuarial loss and prior service credit
    
    $
    (12,965
    )
    
    $
    (17,902
    )Less: deferred tax benefit
    
    
    3,538
    
    
    
    4,991Net of tax
    
    
    (9,427
    )
    
    
    (12,911
    )Foreign currency translation adjustment
    
    
    1,024
    
    
    
    1,284Total accumulated other comprehensive loss
    
    $
    (8,403
    )
    
    $
    (11,627
    )
 11. Income Taxes
  2010
    
    
    2009
    
    
    2008Domestic operations
    
    $
    7,928
    
    
    $
    (6,709
    )
    
    $
    13,891Foreign operations
    
    
    5,338
    
    
    
    7,298
    
    
    
    11,665Income before income taxes
    
    $
    13,266
    
    
    $
    589
    
    
    $
    25,556
 F-26




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
  Federal
    
    
    Foreign
    
    
    State
    
    
    Total2010:Current
    
    $
    155
    
    
    $
    2,844
    
    
    $
    495
    
    
    $
    3,494Deferred
    
    
    
    
    
    
    255
    
    
    
    31
    
    
    
    286$
    155
    
    
    $
    3,099
    
    
    $
    526
    
    
    $
    3,7802009:Current
    
    $
    
    
    
    $
    3,460
    
    
    $
    186
    
    
    $
    3,646Deferred
    
    
    
    
    
    
    (227
    )
    
    
    
    
    
    
    (227
    )$
    
    
    
    $
    3,233
    
    
    $
    186
    
    
    $
    3,4192008:Current
    
    $
    73
    
    
    $
    2,724
    
    
    $
    510
    
    
    $
    3,307Deferred
    
    
    
    
    
    
    381
    
    
    
    
    
    
    
    381$
    73
    
    
    $
    3,105
    
    
    $
    510
    
    
    $
    3,688
  2010
    
    
    2009
    
    
    2008Expected tax expense at the statutory federal rate
    
    $
    4,643
    
    
    $
    206
    
    
    $
    8,945Increase (decrease) in taxes resulting from:Change in valuation allowance
    
    
    (699
    )
    
    
    3,119
    
    
    
    (5,105
    )State income taxes, net
    
    
    526
    
    
    
    186
    
    
    
    510Foreign tax rate differences
    
    
    (1,047
    )
    
    
    (822
    )
    
    
    (1,302
    )Non-deductible expenses
    
    
    232
    
    
    
    322
    
    
    
    198Resolution of state and foreign tax issues
    
    
    
    
    
    
    33
    
    
    
    61Other
    
    
    125
    
    
    
    375
    
    
    
    381Total income tax expense
    
    
    3,780
    
    
    
    3,419
    
    
    $
    3,688
    F-27




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FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
  2010
    
    
    2009Deferred tax assets:Federal net operating loss carryforwards
    
    $
    9,080
    
    
    $
    11,461Alternative minimum tax credit carryforwards
    
    
    2,942
    
    
    
    2,787State net operating loss carryforwards
    
    
    778
    
    
    
    982Accrued expenses
    
    
    3,486
    
    
    
    2,176Intangible assets
    
    
    
    
    
    
    547Foreign subsidiaries, primarily NOLs, pension and accrued expenses
    
    
    8,933
    
    
    
    9,284Other
    
    
    666
    
    
    
    671Total gross deferred tax assets
    
    
    25,885
    
    
    
    27,908Deferred tax liabilities:Property and equipment and other long-term assets
    
    
    (2,315
    )
    
    
    (1,353
    )Foreign deferred tax liabilities, primarily property and equipment
    
    
    (236
    )
    
    
    (725
    )Net deferred tax asset before valuation allowance
    
    
    23,334
    
    
    
    25,830Less valuation allowance
    
    
    (19,980
    )
    
    
    (20,679
    )Net deferred tax asset
    
    $
    3,354
    
    
    $
    5,151
   2010
    
    
    2009
    
    
    2008Balance at beginning of year
    
    $
    1,007
    
    
    $
    974
    
    
    $
    997Additions based on tax positions
    
    
    256
    
    
    
    210
    
    
    
    361Reductions due to lapses of statutes of limitations
    
    
    (460
    )
    
    
    (177
    )
    
    
    (384
    )Balance at end of year
    
    $
    803
    
    
    $
    1,007
    
    
    $
    974
   F-28




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
 12. Commitments and Contingencies
    Capital
    
    
    OperatingLeases
    
    
    Leases2011
    
    $
    95
    
    
    $
    7,9272012
    
    
    27
    
    
    
    5,3232013
    
    
    22
    
    
    
    3,0262014
    
    
    16
    
    
    
    1,9702015
    
    
    10
    
    
    
    1,066Thereafter
    
    
    
    
    
    
    2,406Total minimum lease payments
    
    $
    170
    
    
    $
    21,718Less amounts representing interest
    
    
    (9
    )Present value of future minimum lease payments
    
    $
    161
    F-29




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FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
   13. Business Segment Data and Geographical Information
   F-30




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FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
  Asia-Americas
    
    
    EMEA
    
    
    Pacific
    
    
    TotalYear ended December 31, 2010:On-line services
    
    $
    51,076
    
    
    $
    37,051
    
    
    $
    16,524
    
    
    $
    104,651Off-line services
    
    
    61,601
    
    
    
    50,674
    
    
    
    19,896
    
    
    
    132,171Other services
    
    
    22,497
    
    
    
    21,648
    
    
    
    4,986
    
    
    
    49,131Total revenues
    
    $
    135,174
    
    
    $
    109,373
    
    
    $
    41,406
    
    
    $
    285,953Operating (loss) income 1
    
    $
    841
    
    
    $
    1,931
    
    
    $
    10,888
    
    
    $
    13,660Allocation of headquarter costs
    
    
    8,139
    
    
    
    (5,944
    )
    
    
    (2,195
    )
    
    
    Adjusted operating (loss) income
    
    $
    8,980
    
    
    $
    (4,013
    )
    
    $
    8,693
    
    
    $
    13,660Year ended December 31, 2009:On-line services
    
    $
    44,268
    
    
    $
    38,891
    
    
    $
    15,365
    
    
    $
    98,524Off-line services
    
    
    57,073
    
    
    
    54,084
    
    
    
    16,120
    
    
    
    127,277Other services
    
    
    20,301
    
    
    
    26,236
    
    
    
    3,602
    
    
    
    50,139Total revenues
    
    $
    121,642
    
    
    $
    119,211
    
    
    $
    35,087
    
    
    $
    275,940Operating (loss) income 1
    
    $
    (10,177
    )
    
    $
    4,894
    
    
    $
    6,817
    
    
    $
    1,534Allocation of headquarter costs
    
    
    7,593
    
    
    
    (5,863
    )
    
    
    (1,730
    )
    
    
    Adjusted operating (loss) income
    
    $
    (2,584
    )
    
    $
    (969
    )
    
    $
    5,087
    
    
    $
    1,534Year ended December 31, 2008:On-line services
    
    $
    48,701
    
    
    $
    43,936
    
    
    $
    10,948
    
    
    $
    103,585Off-line services
    
    
    74,703
    
    
    
    81,672
    
    
    
    17,976
    
    
    
    174,351Other services
    
    
    23,641
    
    
    
    16,108
    
    
    
    3,257
    
    
    
    43,006Total revenues
    
    $
    147,045
    
    
    $
    141,716
    
    
    $
    32,181
    
    
    $
    320,942Operating income
    
    $
    665
    
    
    $
    20,690
    
    
    $
    5,646
    
    
    $
    27,001Allocation of headquarter costs
    
    
    6,901
    
    
    
    (5,599
    )
    
    
    (1,302
    )
    
    
    Adjusted operating income
    
    $
    7,566
    
    
    $
    15,091
    
    
    $
    4,344
    
    
    $
    27,001
 
 1
    
    Includes restructuring charges of $5.7 and $1.1 million for the
years ended December 31, 2010 and 2009, respectively.  F-31




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FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
  2010
    
    
    2009Americas
    
    $
    17,311
    
    
    $
    17,050EMEA
    
    
    12,092
    
    
    
    11,248Asia-Pacific
    
    
    3,493
    
    
    
    3,717Total long-lived assets
    
    $
    32,896
    
    
    $
    32,015
   14. Significant Customers
  15. Fair Value of Financial Instruments and Credit Risk
 Fair Value Measurements and Disclosures
 
    
    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.
    
    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 entitys 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
   F-32




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FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
  16. Quarterly Financial Data (Unaudited)
  Quarter EndedMarch 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,2010:Revenues
    
    $
    66,435
    
    
    $
    77,513
    
    
    $
    66,935
    
    
    $
    75,070Operating income 1
    
    $
    461
    
    
    $
    5,526
    
    
    $
    2,706
    
    
    $
    4,967Net income 2
    
    $
    391
    
    
    $
    3,560
    
    
    $
    1,811
    
    
    $
    3,724Earnings per common share:Basic
    
    $
    0.01
    
    
    $
    0.10
    
    
    $
    0.05
    
    
    $
    0.10Diluted
    
    $
    0.01
    
    
    $
    0.10
    
    
    $
    0.05
    
    
    $
    0.102009:Revenues
    
    $
    63,032
    
    
    $
    69,726
    
    
    $
    70,757
    
    
    $
    72,425Operating income (loss)3
    
    $
    1,640
    
    
    $
    806
    
    
    $
    1,586
    
    
    $
    (2,498
    )Net income
(loss)4
    
    $
    880
    
    
    $
    231
    
    
    $
    203
    
    
    $
    (4,144
    )Earnings (loss) per common share:Basic
    
    $
    0.02
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    (0.12
    )Diluted
    
    $
    0.02
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    (0.12
    )
 
 1
    
    Operating income for the quarters ended in 2010 includes restructuring charges of $1.8 million, $0.9 million,
$2.0 million and $1.0 million, respectively2
    
    Net income for the quarters ended in 2010 includes restructuring charges of $1.5 million, $0.8 million, $1.9 million and $1.0 million, respectively.3
    
    Operating loss for fourth quarter of 2009 includes restructuring charges of $1.1 million4
    
    Net loss for fourth quarter of 2009 includes restructuring charges of $0.9 million 17. Subsequent Events
 F-33




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##### Table of Contents



SIGNATURES
 Pursuant to the requirements of Section 13 or 15 (d) 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 CORPORATIONBy:
    /s/ JOSEPH E. MILLIRONJOSEPH E. MILLIRONChief Operating Officer and President  Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and as of
the date indicated.
 Signature
    
    Title
    
    Date/s/ CHARLES R. COX

CHARLES R. COX
    
    Chairman Executive Officer and Chairman
(Principal Executive Officer)
    
    March 15, 2011/s/ ROBERT S. MUFF

ROBERT S. MUFF
    
    Chief Accounting Officer (Principal Financial
and Accounting Officer)
    
    March 15, 2011/s/ SANGWOO AHN

SANGWOO AHN
    
    Director
    
    March 15, 2011/s/ KEVIN R. JOST

KEVIN R. JOST
    
    Director
    
    March 15, 2011/s/ HANS KESSLER

HANS KESSLER
    
    Director
    
    March 15, 2011