##### Table of Contents



UNITED STATES
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 March 31, 2008
 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
  Delaware
    
    74-1191271(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)Incorporation or organization)2435 North Central ExpresswaySuite 700Richardson, Texas
    
    75080(Address of principal executive offices)
    
    (Zip Code)
 (972) 699-4000
 Not Applicable
 
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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FURMANITE CORPORATION AND SUBSIDIARIES
INDEX
  
 PageNumberPART I.
    
    Financial Information
    
    
    3Item 1.
    
    Financial Statements
    
    
    3Consolidated Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007
    
    
    3Consolidated Statements of Income for the three months ended March 31, 2008 and
2007 (unaudited)
    
    
    4Consolidated Statements of Changes in Stockholders Equity for the three months
ended March 31, 2008 (unaudited) and the year ended
December 31, 2007
    
    
    5Consolidated Statements of Cash Flows for the three months ended March 31, 2008
and 2007 (unaudited)
    
    
    6Consolidated Statements of Comprehensive Income for the three months ended March
31,
2008 and 2007 (unaudited)
    
    
    7Notes to Consolidated Financial Statements (unaudited)
    
    
    8Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    17Item 3.
    
    Quantitative and Qualitative Disclosure About Market Risk
    
    
    23Item 4.
    
    Controls and Procedures
    
    
    23PART II.
    
    Other Information
    
    
    24Item 1.
    
    Legal Proceedings
    
    
    24Item 1A.
    
    Risk Factors
    
    
    24Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    24Item 6.
    
    Exhibits
    
    
    25Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except share and per share data)
 March 31,
    
    
    December 31,2008
    
    
    2007(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    34,280
    
    
    $
    31,570Accounts receivable, trade (net of allowance for doubtful accounts of $3,994 and $4,011
as of March 31, 2008 and December 31, 2007, respectively)
    
    
    61,574
    
    
    
    62,552Receivable from businesses distributed to common stockholders
    
    
    1,443
    
    
    
    1,443Inventories:Raw materials and supplies
    
    
    16,087
    
    
    
    13,770Work-in-process
    
    
    7,905
    
    
    
    8,100Finished goods
    
    
    1,605
    
    
    
    2,343Prepaid and other current assets
    
    
    5,883
    
    
    
    5,616Total current assets
    
    
    128,777
    
    
    
    125,394Property and equipment
    
    
    59,656
    
    
    
    57,505Less accumulated depreciation and amortization
    
    
    28,406
    
    
    
    27,663Property and equipment, net
    
    
    31,250
    
    
    
    29,842Goodwill
    
    
    13,148
    
    
    
    13,148Pension asset (excess of fair value over projected benefit)
    
    
    855
    
    
    
    430Other assets
    
    
    3,272
    
    
    
    3,239Total assets
    
    $
    177,302
    
    
    $
    172,053Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    15,567
    
    
    $
    16,025Accrued expenses and other current liabilities
    
    
    28,952
    
    
    
    26,341Income tax payable
    
    
    3,279
    
    
    
    3,542Current portion of long-term debt
    
    
    504
    
    
    
    2,569Total current liabilities
    
    
    48,302
    
    
    
    48,477Long-term debt, less current portion
    
    
    41,066
    
    
    
    43,185Other liabilities
    
    
    2,064
    
    
    
    2,055Commitments and contingencies (Note 9)Stockholders equity:Series B preferred stock, unlimited shares authorized, none outstanding
    
    
    
    
    
    
    Common stock, no par value; 60,000,000 shares authorized; 40,397,310 and 39,959,792
shares issued as of March 31, 2008 and December 31, 2007, respectively
    
    
    4,689
    
    
    
    4,643Additional paid-in capital
    
    
    130,345
    
    
    
    128,363Retained earnings (accumulated deficit)
    
    
    (37,233
    )
    
    
    (40,943
    )Accumulated other comprehensive income
    
    
    6,263
    
    
    
    4,467Treasury stock
    
    
    (18,194
    )
    
    
    (18,194
    )Total stockholders equity
    
    
    85,870
    
    
    
    78,336Total liabilities and stockholders equity
    
    $
    177,302
    
    
    $
    172,053
  3




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 (in thousands, except per share data)
 (Unaudited)
 For the Three MonthsEnded March 31,2008
    
    
    2007Revenues
    
    $
    73,387
    
    
    $
    68,445Costs and expenses:Operating costs (exclusive of depreciation and amortization)
    
    
    47,308
    
    
    
    45,123Depreciation and amortization
    
    
    1,256
    
    
    
    1,071Selling, general and administrative
    
    
    19,598
    
    
    
    19,151Total costs and expenses
    
    
    68,162
    
    
    
    65,345Operating income
    
    
    5,225
    
    
    
    3,100Interest and other income, net
    
    
    178
    
    
    
    176Interest expense
    
    
    (631
    )
    
    
    (852
    )Income before income taxes
    
    
    4,772
    
    
    
    2,424Income tax expense
    
    
    (1,062
    )
    
    
    (818
    )Net income
    
    $
    3,710
    
    
    $
    1,606Earnings per common share:Basic
    
    $
    0.10
    
    
    $
    0.05Diluted
    
    $
    0.10
    
    
    $
    0.04Weighted-average number of common and common equivalent shares used in
computing net income per common share:Basic
    
    
    36,236
    
    
    
    35,201Diluted
    
    
    36,857
    
    
    
    35,973
  4




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 Three Months Ended March 31, 2008 (Unaudited) and Year Ended December 31, 2007
 (in thousands, except share data)
 Retained
    
    
    AccumulatedAdditional
    
    
    Earnings
    
    
    OtherCommon Shares
    
    
    Common
    
    
    Paid-In
    
    
    (Accumulated
    
    
    Comprehensive
    
    
    TreasuryIssued
    
    
    Treasury
    
    
    Stock
    
    
    Capital
    
    
    Deficit)
    
    
    Income (Loss)
    
    
    Stock
    
    
    TotalBalance at January 1, 2007
    
    
    39,258,025
    
    
    
    4,076,963
    
    
    $
    4,558
    
    
    $
    124,884
    
    
    $
    (53,438
    )
    
    $
    2,921
    
    
    $
    (18,320
    )
    
    $
    60,605Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,495
    
    
    
    
    
    
    
    
    
    
    
    12,495Stock based compensation
    
    
    139,139
    
    
    
    (28,000
    )
    
    
    15
    
    
    
    589
    
    
    
    
    
    
    
    
    
    
    
    126
    
    
    
    730Conversion of convertible debentures
to common stock
    
    
    562,628
    
    
    
    
    
    
    
    70
    
    
    
    2,890
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,960Minimum pension liability adjustment
for subsidiary, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,247
    )
    
    
    
    
    
    
    (1,247
    )Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,793
    
    
    
    
    
    
    
    2,793Balance at December 31, 2007
    
    
    39,959,792
    
    
    
    4,048,963
    
    
    
    4,643
    
    
    
    128,363
    
    
    
    (40,943
    )
    
    
    4,467
    
    
    
    (18,194
    )
    
    
    78,336Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,710
    
    
    
    
    
    
    
    
    
    
    
    3,710Stock-based compensation
    
    
    79,174
    
    
    
    
    
    
    
    3
    
    
    
    141
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    144Conversion of convertible debentures
to common stock
    
    
    358,344
    
    
    
    
    
    
    
    43
    
    
    
    1,841
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,884Minimum pension liability adjustment
for subsidiary, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23
    )
    
    
    
    
    
    
    (23
    )Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,819
    
    
    
    
    
    
    
    1,819Balance at March 31, 2008
    
    
    40,397,310
    
    
    
    4,048,963
    
    
    $
    4,689
    
    
    $
    130,345
    
    
    $
    (37,233
    )
    
    $
    6,263
    
    
    $
    (18,194
    )
    
    $
    85,870
  5




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
 (Unaudited)
 For the Three MonthsEnded March 31,2008
    
    
    2007Operating activities:Net income
    
    $
    3,710
    
    
    $
    1,606Reconciliation of net income to net cash provided by operating activities:Depreciation and amortization
    
    
    1,256
    
    
    
    1,071Provision for doubtful accounts
    
    
    53
    
    
    
    59Deferred income taxes
    
    
    (103
    )
    
    
    (10
    )Stock-based compensation expense
    
    
    89
    
    
    
    45Changes in operating assets and liabilities:Accounts receivable
    
    
    925
    
    
    
    (513
    )Inventories
    
    
    (1,384
    )
    
    
    (1,288
    )Prepaid expenses and other current assets
    
    
    48
    
    
    
    395Accounts payable
    
    
    (458
    )
    
    
    (423
    )Accrued expenses
    
    
    2,611
    
    
    
    928Income tax payable
    
    
    (263
    )
    
    
    (516
    )Other, net
    
    
    181
    
    
    
    (282
    )Net cash provided by operating activities
    
    
    6,665
    
    
    
    1,072Investing activities:Capital expenditures
    
    
    (2,254
    )
    
    
    (1,636
    )Net cash used in investing activities
    
    
    (2,254
    )
    
    
    (1,636
    )Financing activities:Payments on debt
    
    
    (2,144
    )
    
    
    (214
    )Payments on 8.75% convertible subordinated debentures
    
    
    (155
    )
    
    
    Issuance of common stock
    
    
    55
    
    
    
    85Bank overdrafts
    
    
    
    
    
    
    (719
    )Net cash used in financing activities
    
    
    (2,244
    )
    
    
    (848
    )Effect of exchange rate changes on cash
    
    
    543
    
    
    
    101Increase (decrease) in cash and cash equivalents
    
    
    2,710
    
    
    
    (1,311
    )Cash and cash equivalents at beginning of period
    
    
    31,570
    
    
    
    23,937Cash and cash equivalents at end of period
    
    $
    34,280
    
    
    $
    22,626Non-cash financing activities:Conversion of 8.75% convertible debentures to common stock
    
    $
    1,885
    
    
    $
    
  6




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 (in thousands)
 (Unaudited)
 For the Three MonthsEnded March 31,2008
    
    
    2007Net income
    
    $
    3,710
    
    
    $
    1,606Other comprehensive income (loss):Minimum pension liability adjustment, net of tax
    
    
    (23
    )
    
    
    Foreign currency translation adjustments
    
    
    1,819
    
    
    
    519Total other comprehensive income
    
    
    1,796
    
    
    
    519Comprehensive income
    
    $
    5,506
    
    
    $
    2,125
  7




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2008
 (Unaudited)
 1. General and Summary of Significant Accounting Policies
   Reclassifications
   8




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FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2008
 (Unaudited)
  New Accounting Pronouncements
 Fair Value Measurement Effective Date of FASB
Statement No. 157
 Employers Accounting for Defined Benefit Pension
and Other Post Retirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132 (R)
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
 Business Combinations
 9




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FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2008
 (Unaudited)
  2. Earnings Per Share
  2008
    
    
    2007Net income
    
    $
    3,710
    
    
    $
    1,606Basic weighted-average common shares outstanding
    
    
    36,236
    
    
    
    35,201Dilutive effect of common stock equivalents
    
    
    621
    
    
    
    772Diluted weighted-average common shares outstanding
    
    
    36,857
    
    
    
    35,973Income per share:Basic
    
    $
    0.10
    
    
    $
    0.05Dilutive
    
    $
    0.10
    
    
    $
    0.04
  3. Accrued Expenses
  March 31,
    
    
    December 31,2008
    
    
    2007Compensation and benefits
    
    $
    12,314
    
    
    $
    9,833Employee expenses, travel and training
    
    
    408
    
    
    
    564Asset and equipment costs of sales
    
    
    1,926
    
    
    
    2,009Value added tax payable
    
    
    1,963
    
    
    
    1,731Taxes other than income
    
    
    1,686
    
    
    
    1,619Interest
    
    
    265
    
    
    
    422Professional, audit and legal fees
    
    
    3,273
    
    
    
    3,320Rent
    
    
    580
    
    
    
    544Other
    
    
    6,537
    
    
    
    6,299$
    28,952
    
    
    $
    26,341
 10




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FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2008
 (Unaudited)
 4. Long-Term Debt
  March 31,
    
    
    December 31,2008
    
    
    2007Borrowings under $50,000 revolving bank facility (the $50.0 million facility)
    
    $
    27,590
    
    
    $
    27,590Borrowings under $15,000 revolving bank facility (the $15.0 million facility)
    
    
    13,000
    
    
    
    15,0008.75% convertible subordinated debentures
    
    
    
    
    
    
    2,040Capital leases
    
    
    980
    
    
    
    1,124Total long-term debt
    
    
    41,570
    
    
    
    45,754Less current portion
    
    
    504
    
    
    
    2,569Total long-term debt, less current portion
    
    $
    41,066
    
    
    $
    43,185
    11




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FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2008
 (Unaudited)
 5. Retirement Plan
  2008
    
    
    2007Service cost
    
    $
    195
    
    
    $
    159Interest cost
    
    
    1,066
    
    
    
    957Expected return on plan assets
    
    
    (1,368
    )
    
    
    (1,099
    )Amortization of prior service cost
    
    
    (30
    )
    
    
    (28
    )Recognized net loss
    
    
    
    
    
    
    204Net periodic pension cost (benefit)
    
    $
    (137
    )
    
    $
    193
  6. Stock-Based Compensation
   12




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FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2008
 (Unaudited)
 7. Other Comprehensive Income
  March 31,
    
    
    December 31,2008
    
    
    2007Minimum pension liability:Net actuarial loss
    
    $
    (5,256
    )
    
    $
    (5,256
    )Unamortized prior service cost
    
    
    1,060
    
    
    
    1,090Net minimum pension liability
    
    
    (4,196
    )
    
    
    (4,166
    )Deferred tax asset
    
    
    1,176
    
    
    
    1,169Net minimum pension liability
    
    
    (3,020
    )
    
    
    (2,997
    )Foreign currency translation adjustment
    
    
    9,283
    
    
    
    7,464$
    6,263
    
    
    $
    4,467
 8. Income Taxes
 Accounting for Uncertainty in Income Taxes
  Balance at December 31, 2007
    
    $
    997Additions based on tax positions related to the current year
    
    
    61Reductions for tax positions taken in prior years
    
    
    Balance at March 31, 2008
    
    $
    1,058
 9. Commitments and Contingencies
  13




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FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2008
 (Unaudited)
      14




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FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2008
 (Unaudited)
 10. Business Segment Data
  United
    
    
    
    
    
    
    Asia-States
    
    
    Europe
    
    
    Pacific
    
    
    TotalThree months ended March 31, 2008:Under pressure services
    
    $
    9,505
    
    
    $
    10,455
    
    
    $
    2,590
    
    
    $
    22,550Turnaround services
    
    
    21,581
    
    
    
    14,854
    
    
    
    4,464
    
    
    
    40,899Other services
    
    
    4,982
    
    
    
    4,219
    
    
    
    737
    
    
    
    9,938Total revenues
    
    $
    36,068
    
    
    $
    29,528
    
    
    $
    7,791
    
    
    $
    73,387Three months ended March 31, 2007:Under pressure services
    
    $
    11,192
    
    
    $
    8,098
    
    
    $
    1,727
    
    
    $
    21,017Turnaround services
    
    
    15,958
    
    
    
    15,952
    
    
    
    4,762
    
    
    
    36,672Other services
    
    
    5,368
    
    
    
    4,877
    
    
    
    511
    
    
    
    10,756Total revenues
    
    $
    32,518
    
    
    $
    28,927
    
    
    $
    7,000
    
    
    $
    68,445
  United
    
    
    
    
    
    
    Asia-States
    
    
    Europe
    
    
    Pacific
    
    
    TotalThree months ended March 31, 2008:Operating income
    
    $
    807
    
    
    $
    3,144
    
    
    $
    1,274
    
    
    $
    5,225Allocation of headquarter costs
    
    
    1,770
    
    
    
    (1,405
    )
    
    
    (365
    )
    
    
    Adjusted operating income
    
    $
    2,577
    
    
    $
    1,739
    
    
    $
    909
    
    
    $
    5,225Three months ended March 31, 2007:Operating income (loss)
    
    $
    (586
    )
    
    $
    2,433
    
    
    $
    1,253
    
    
    $
    3,100Allocation of headquarter costs
    
    
    1,169
    
    
    
    (940
    )
    
    
    (229
    )
    
    
    Adjusted operating income
    
    $
    583
    
    
    $
    1,493
    
    
    $
    1,024
    
    
    $
    3,100
  March 31,
    
    
    December 31,2008
    
    
    2007United States
    
    $
    94,633
    
    
    $
    89,650Europe
    
    
    65,692
    
    
    
    65,252Asia-Pacific
    
    
    16,977
    
    
    
    17,151$
    177,302
    
    
    $
    172,053
 15




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FURMANITE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2008
 (Unaudited)
 11. Fair Value of Financial Instruments and Credit Risk
  
    
    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.
   
 16




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Business Overview
  Financial Overview
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FURMANITE CORPORATION AND SUBSIDIARIES
 Results of Operations
 For the Three MonthsEnded March 31,2008
    
    
    2007(in thousands, except per share data)Revenues
    
    $
    73,387
    
    
    $
    68,445Costs and expenses:Operating costs (exclusive of depreciation and amortization)
    
    
    47,308
    
    
    
    45,123Depreciation and amortization
    
    
    1,256
    
    
    
    1,071Selling, general and administrative
    
    
    19,598
    
    
    
    19,151Total costs and expenses
    
    
    68,162
    
    
    
    65,345Operating income
    
    
    5,225
    
    
    
    3,100Interest and other income, net
    
    
    178
    
    
    
    176Interest expense
    
    
    (631
    )
    
    
    (852
    )Income before income taxes
    
    
    4,772
    
    
    
    2,424Income tax expense
    
    
    (1,062
    )
    
    
    (818
    )Net income
    
    $
    3,710
    
    
    $
    1,606Earnings per share:Basic
    
    $
    0.10
    
    
    $
    0.05Diluted
    
    $
    0.10
    
    
    $
    0.04
 Revenues
  Operating Costs
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FURMANITE CORPORATION AND SUBSIDIARIES
 Depreciation and Amortization
  Selling, General and Administrative
  Interest Expense
  Income Taxes
 Accounting for Income Taxes
   Liquidity and Capital Resources
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FURMANITE CORPORATION AND SUBSIDIARIES
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FURMANITE CORPORATION AND SUBSIDIARIES
   Critical Accounting Policies and Estimates
   Accounting for Uncertainty in
Income Taxes  an interpretation of FASB Statement No. 109
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FURMANITE CORPORATION AND SUBSIDIARIES
  New Accounting Pronouncement
 Fair Value Measurements Effective Date of FASB Statement No. 157
 Employers Accounting for Defined Benefit Pension
and Other Post Retirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132 (R)
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB No. 115
 Business Combinations
 Off-Balance Sheet Transactions
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FURMANITE CORPORATION AND SUBSIDIARIES
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 i.e.
   
 Item 4. Controls and Procedures
 et seq
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FURMANITE CORPORATION AND SUBSIDIARIES
 
 PART II  Other Information
 
 Item 1. Legal Proceedings
     
 Item 1A. Risk Factors
  
 Item 4. Submission of Matters to a Vote of Security Holders
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FURMANITE CORPORATION AND SUBSIDIARIES
 
 Item 6. Exhibits
 3.1
    
    Restated Certificate of Incorporation of the Registrant, dated September 26,
1979, filed as Exhibit 3.1 of the exhibits to the Registrants Registration Statement
on Form S-16, which exhibit is hereby incorporated by reference.3.2
    
    Certificate of Amendment to the Restated Certificate of Incorporation of the
Registrant, dated April 30, 1981, filed as Exhibit 3.2 of the exhibits to the
Registrants Annual Report on Form 10-K (Form 10-K) for the year ended December 31,
1981, which exhibit is hereby incorporated by reference.3.3
    
    Certificate of Amendment to the Restated Certificate of Incorporation of the
Registrant, dated May 28, 1985, filed as Exhibit 4.1 of the exhibits to the
Registrants Quarterly Report on Form 10-Q (Form 10-Q) for the quarter ended June 30,
1985, which exhibit is hereby incorporated by reference.3.4
    
    Certificate of Amendment to the Restated Certificate of Incorporation of the
Registrant, dated September 17, 1985, filed as Exhibit 4.1 of the exhibits to the
Registrants Form 10-Q for the quarter ended September 30, 1985, which exhibit is
hereby incorporated by reference.3.5
    
    Certificate of Amendment to the Restated Certificate of Incorporation of the
Registrant, dated July 10, 1990, filed as Exhibit 3.5 of the exhibits to the
Registrants Form 10-K for the year ended December 31, 1990, which exhibit is hereby
incorporated by reference.3.6
    
    Certificate of Amendment to the Restated Certificate of Incorporation of the
Registrant, dated September 21, 1990, filed as Exhibit 3.5 of the exhibits to the
Registrants Form 10-Q for the quarter ended September 30, 1990, which exhibit is
hereby incorporated by reference.3.7
    
    Certificate of Amendment to the Restated Certificate of Incorporation of the
Registrant, dated August 8, 2001, filed as Exhibit 3.1 to the Registrants Current
Report on Form 8-K filed on August 22, 2001, which exhibit is hereby incorporated by
reference.3.8
    
    By-laws of the Registrant, as amended and restated June 14, 2007, filed as
Exhibit 3.1 to Registrants 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 Registrants
Series B Junior Participating Preferred Stock, filed as Exhibit 4.2 to the Registrants
Form 10-K for the year ended December 31, 1998, which exhibit is incorporated herein by
reference.31.1
    
    Certification of Chief Executive Officer, Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, dated May 9, 2008.31.2
    
    Certification of Chief Financial Officer, Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, dated May 9, 2008.32.1
    
    Certification of Chief Executive Officer, Pursuant to Section 906(a) of the
Sarbanes-Oxley Act of 2002, dated May 9, 2008.32.2
    
    Certification of Chief Financial Officer, Pursuant to Section 906(a) of the
Sarbanes-Oxley Act of 2002, dated May 9, 2008.
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FURMANITE CORPORATION AND SUBSIDIARIES
 Signature
  FURMANITE CORPORATION(Registrant)/s/ HOWARD C. WADSWORTH

Howard C. Wadsworth
Sr. Vice President, Treasurer and Secretary
(Chief Financial Officer)
  26