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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, 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 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
 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




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##### 



FURMANITE CORPORATION AND SUBSIDIARIES
INDEX
 PageNumberCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
    
    
    3PART I. Financial InformationItem 1. Financial StatementsConsolidated Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009
    
    
    4Consolidated Income Statements for the Three Months Ended March 31, 2010 and 2009 (unaudited)
    
    
    5Consolidated Statements of Changes in Stockholders Equity for the Three Months Ended March 31, 2010
(unaudited) and for the Year Ended December 31, 2009
    
    
    6Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009 (unaudited)
    
    
    7Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2010
and 2009 (unaudited)
    
    
    8Notes to Consolidated Financial Statements (unaudited)
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    25Item 4. Controls and Procedures
    
    
    25PART II. Other InformationItem 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26Item 6. Exhibits
    
    
    27EX-4.4EX-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  FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except share data)
 March 31,
    
    
    December 31,2010
    
    
    2009(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    31,418
    
    
    $
    36,117Accounts receivable, trade (net of allowance for doubtful accounts of $885 and $1,617
as of March 31, 2010 and December 31, 2009, respectively)
    
    
    52,838
    
    
    
    52,021Receivable from businesses distributed to common stockholders
    
    
    1,443
    
    
    
    1,443Inventories:Raw materials and supplies
    
    
    17,412
    
    
    
    18,226Work-in-process
    
    
    10,177
    
    
    
    8,231Finished goods
    
    
    291
    
    
    
    370Prepaid expenses and other current assets
    
    
    6,597
    
    
    
    7,642Total current assets
    
    
    120,176
    
    
    
    124,050Property and equipment
    
    
    67,739
    
    
    
    66,909Less accumulated depreciation and amortization
    
    
    (37,318
    )
    
    
    (36,741
    )Property and equipment, net
    
    
    30,421
    
    
    
    30,168Goodwill
    
    
    13,148
    
    
    
    13,148Deferred tax assets
    
    
    3,489
    
    
    
    3,707Intangible and other assets
    
    
    3,794
    
    
    
    3,916Total assets
    
    $
    171,028
    
    
    $
    174,989Liabilities and Stockholders EquityCurrent liabilities:Current portion of long-term debt
    
    $
    155
    
    
    $
    174Accounts payable
    
    
    17,511
    
    
    
    17,077Accrued expenses and other current liabilities
    
    
    23,154
    
    
    
    25,599Income taxes payable
    
    
    1,014
    
    
    
    1,589Total current liabilities
    
    
    41,834
    
    
    
    44,439Long-term debt, non-current
    
    
    30,107
    
    
    
    30,139Net pension liability
    
    
    11,571
    
    
    
    12,358Other liabilities
    
    
    2,713
    
    
    
    2,723Commitments 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; 40,742,815 and 40,682,815 shares issued
as of March 31, 2010 and December 31, 2009, respectively
    
    
    4,723
    
    
    
    4,723Additional paid-in capital
    
    
    132,456
    
    
    
    132,106Accumulated deficit
    
    
    (21,468
    )
    
    
    (21,859
    )Accumulated other comprehensive loss
    
    
    (12,895
    )
    
    
    (11,627
    )Treasury stock, at cost (4,008,963 shares as of March 31, 2010 and December 31, 2009)
    
    
    (18,013
    )
    
    
    (18,013
    )Total stockholders equity
    
    
    84,803
    
    
    
    85,330Total liabilities and stockholders equity
    
    $
    171,028
    
    
    $
    174,989
  4




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED INCOME STATEMENTS
 (in thousands, except per share data)
 (Unaudited)
 For the Three MonthsEnded March 31,2010
    
    
    2009Revenues
    
    $
    66,435
    
    
    $
    63,032Costs and expenses:Operating costs (exclusive of depreciation and amortization)
    
    
    45,662
    
    
    
    42,578Depreciation and amortization expense
    
    
    1,549
    
    
    
    1,343Selling, general and administrative expense
    
    
    18,763
    
    
    
    17,471Total costs and expenses
    
    
    65,974
    
    
    
    61,392Operating income
    
    
    461
    
    
    
    1,640Interest income and other income (expense), net
    
    
    342
    
    
    
    (94
    )Interest expense
    
    
    (241
    )
    
    
    (293
    )Income before income taxes
    
    
    562
    
    
    
    1,253Income tax expense
    
    
    (171
    )
    
    
    (373
    )Net income
    
    $
    391
    
    
    $
    880Earnings per common share:Basic
    
    $
    0.01
    
    
    $
    0.02Diluted
    
    $
    0.01
    
    
    $
    0.02Weighted-average number of common and common equivalent shares used
in computing net income per common share:Basic
    
    
    36,689
    
    
    
    36,604Diluted
    
    
    36,809
    
    
    
    36,731
  5




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
 Three Months Ended March 31, 2010 (Unaudited) and Year Ended December 31, 2009
 (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, 2009
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    391
    
    
    
    
    
    
    
    
    
    
    
    391Stock-based compensation and stock
option exercises
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    350
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    350Change in pension net actuarial loss and
prior service credit, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    932
    
    
    
    
    
    
    
    932Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,200
    )
    
    
    
    
    
    
    (2,200
    )Balances at March 31, 2010
    
    
    40,742,815
    
    
    
    4,008,963
    
    
    $
    4,723
    
    
    $
    132,456
    
    
    $
    (21,468
    )
    
    $
    (12,895
    )
    
    $
    (18,013
    )
    
    $
    84,803
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FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
 (Unaudited)
 For the Three MonthsEnded March 31,2010
    
    2009Operating activities:Net income
    
    $
    391
    
    
    $
    880Reconciliation of net income to net cash provided by operating activities:Depreciation and amortization
    
    
    1,549
    
    
    
    1,343Provision for doubtful accounts
    
    
    112
    
    
    
    70Deferred income taxes
    
    
    35
    
    
    
    84Stock-based compensation expense
    
    
    350
    
    
    
    136Other, net
    
    
    136
    
    
    
    (40
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (930
    )
    
    
    8,943Inventories
    
    
    (1,241
    )
    
    
    (842
    )Prepaid expenses and other current assets
    
    
    672
    
    
    
    (192
    )Accounts payable
    
    
    200
    
    
    
    (4,240
    )Accrued expenses and other current liabilities
    
    
    (2,587
    )
    
    
    (184
    )Income taxes payable
    
    
    (588
    )
    
    
    (248
    )Other, net
    
    
    (47
    )
    
    
    45Net cash (used in) provided by operating activities
    
    
    (1,948
    )
    
    
    5,755Investing activities:Capital expenditures
    
    
    (2,365
    )
    
    
    (1,410
    )Acquisition of assets
    
    
    (200
    )
    
    
    Proceeds from sale of assets
    
    
    164
    
    
    
    12Net cash used in investing activities
    
    
    (2,401
    )
    
    
    (1,398
    )Financing activities:Payments on debt
    
    
    (52
    )
    
    
    (119
    )Net cash used in financing activities
    
    
    (52
    )
    
    
    (119
    )Effect of exchange rate changes on cash
    
    
    (298
    )
    
    
    (361
    )(Decrease) increase in cash and cash equivalents
    
    
    (4,699
    )
    
    
    3,877Cash and cash equivalents at beginning of period
    
    
    36,117
    
    
    
    30,793Cash and cash equivalents at end of period
    
    $
    31,418
    
    
    $
    34,670Supplemental cash flow information:Cash paid for interest
    
    $
    200
    
    
    $
    320Cash paid for income taxes, net of refunds received
    
    $
    596
    
    
    $
    484
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FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
 (in thousands)
 (Unaudited)
 For the Three MonthsEnded March 31,2010
    
    
    2009Net income
    
    $
    391
    
    
    $
    880Other comprehensive loss:Change in pension net actuarial loss and prior service credit, net of tax
    
    
    932
    
    
    
    49Foreign currency translation adjustments
    
    
    (2,200
    )
    
    
    (1,021
    )Total other comprehensive loss
    
    
    (1,268
    )
    
    
    (972
    )Comprehensive loss
    
    $
    (877
    )
    
    $
    (92
    )
  8




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  March 31, 2010  (Unaudited)
 1. General and Summary of Significant Accounting Policies
 General
   Revenue Recognition
 Revenue Recognition
   9




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Inventories
  2. Earnings Per Share
   For the Three MonthsEnded March 31,2010
    
    
    2009Net income
    
    $
    391
    
    
    $
    880Basic weighted-average common shares outstanding
    
    
    36,689
    
    
    
    36,604Dilutive effect of common stock equivalents
    
    
    120
    
    
    
    127Diluted weighted-average common shares outstanding
    
    
    36,809
    
    
    
    36,731Earnings per share:Basic
    
    $
    0.01
    
    
    $
    0.02Diluted
    
    $
    0.01
    
    
    $
    0.02Stock options excluded from diluted weighted-average common shares
outstanding because their inclusion would have an anti-dilutive effect:
    
    
    605
    
    
    
    512
 3. Accrued Expenses and Other Current Liabilities
  March 31,
    
    
    December 31,2010
    
    
    2009Compensation and benefits
1
    
    $
    10,881
    
    
    $
    11,085Customer
deposit
    
    
    2,616
    
    
    
    2,366Estimated potential uninsured liability claims
    
    
    1,886
    
    
    
    3,405Value added tax payable
    
    
    1,333
    
    
    
    1,612Taxes other than income
    
    
    1,482
    
    
    
    1,393Professional, audit and legal fees
    
    
    949
    
    
    
    948Deferred
revenue
    
    
    678
    
    
    
    365Other employee related expenses
    
    
    527
    
    
    
    634Rent
    
    
    614
    
    
    
    600Payments due on purchased assets
    
    
    150
    
    
    
    350Interest
    
    
    41
    
    
    
    42Other2
    
    
    1,997
    
    
    
    2,799$
    23,154
    
    
    $
    25,599
 
 1
    
    Includes restructuring accruals of $0.7 million as of March 31, 2010 and
December 31, 2009 and $0.5 million of retirement related costs at March 31, 2010.2
    
    Includes restructuring accruals of $0.2 million as of March 31, 2010. 10




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4. Indebtedness
  March 31,
    
    
    December 31,2010
    
    
    2009Borrowings under the revolving credit facility (the credit agreement)
    
    $
    30,000
    
    
    $
    30,000Capital leases
    
    
    262
    
    
    
    313Total long-term debt
    
    
    30,262
    
    
    
    30,313Less current portion of long-term debt
    
    
    (155
    )
    
    
    (174
    )Total long-term debt, non-current
    
    $
    30,107
    
    
    $
    30,139
     11




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5. Retirement Plan
   For the Three MonthsEnded March 31,2010
    
    
    2009Service cost
    
    $
    207
    
    
    $
    111Interest cost
    
    
    900
    
    
    
    744Expected return on plan assets
    
    
    (882
    )
    
    
    (680
    )Amortization of prior service cost
    
    
    (23
    )
    
    
    (22
    )Amortization of net actuarial loss
    
    
    266
    
    
    
    42Net periodic pension cost
    
    $
    468
    
    
    $
    195
  6. Stock-Based Compensation
  7. Accumulated Other Comprehensive Loss
  March 31,
    
    
    December 31,2010
    
    
    2009Net actuarial loss and prior service credit
    
    $
    (16,824
    )
    
    $
    (17,902
    )Less: deferred tax benefit
    
    
    4,845
    
    
    
    4,991Net of tax
    
    
    (11,979
    )
    
    
    (12,911
    )Foreign currency translation adjustment
    
    
    (916
    )
    
    
    1,284Total accumulated other comprehensive loss
    
    $
    (12,895
    )
    
    $
    (11,627
    )
 12




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8.
Income Taxes
 Income Taxes
   Income Taxes
   Balance at December 31, 2009
    
    $
    1,007Additions based on tax positions
    
    
    41Reductions due to lapses of statutes of limitations
    
    
    (1
    )Balance at March 31, 2010
    
    $
    1,047
 9. Commitments and Contingencies
     13




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10. Business Segment Data and Geographical Information
    United
    
    
    
    
    
    
    Asia-States
    
    
    EMEA
    
    
    Pacific
    
    
    TotalThree months ended March 31, 2010:Under pressure services
    
    $
    11,378
    
    
    $
    9,555
    
    
    $
    4,064
    
    
    $
    24,997Turnaround services
    
    
    15,363
    
    
    
    10,636
    
    
    
    3,718
    
    
    
    29,717Other services
    
    
    4,826
    
    
    
    6,070
    
    
    
    825
    
    
    
    11,721Total revenues
    
    $
    31,567
    
    
    $
    26,261
    
    
    $
    8,607
    
    
    $
    66,435Three months ended March 31, 2009:Under pressure services
    
    $
    9,391
    
    
    $
    9,731
    
    
    $
    2,662
    
    
    $
    21,784Turnaround services
    
    
    15,482
    
    
    
    10,774
    
    
    
    2,404
    
    
    
    28,660Other services
    
    
    5,201
    
    
    
    6,694
    
    
    
    693
    
    
    
    12,588Total revenues
    
    $
    30,074
    
    
    $
    27,199
    
    
    $
    5,759
    
    
    $
    63,032
  United
    
    
    
    
    
    
    Asia-States
    
    
    EMEA
    
    
    Pacific
    
    
    TotalThree months ended March 31, 2010:Operating income (loss)1
    
    $
    (684
    )
    
    $
    (636
    )
    
    $
    1,781
    
    
    $
    461Allocation of headquarter costs
    
    
    2,130
    
    
    
    (1,610
    )
    
    
    (520
    )
    
    
    Adjusted operating income (loss)
    
    $
    1,446
    
    
    $
    (2,246
    )
    
    $
    1,261
    
    
    $
    461Three months ended March 31, 2009:Operating income (loss)
    
    $
    (905
    )
    
    $
    2,075
    
    
    $
    470
    
    
    $
    1,640Allocation of headquarter costs
    
    
    1,368
    
    
    
    (1,138
    )
    
    
    (230
    )
    
    
    Adjusted operating income
    
    $
    463
    
    
    $
    937
    
    
    $
    240
    
    
    $
    1,640
 
 1
    
    Includes the impact of restructuring charges totaling $0.2 million and $1.7
million in the United States and EMEA, respectively. 14




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March 31
    
    
    December 31,2010
    
    
    2009United States
    
    $
    17,429
    
    
    $
    17,050EMEA
    
    
    11,147
    
    
    
    11,248Asia-Pacific
    
    
    3,577
    
    
    
    3,717$
    32,153
    
    
    $
    32,015
 11. Fair Value of Financial Instruments and Credit Risk
 Fair Value Measurement
 
    
    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.
   12. Restructuring
  Exit or Disposal
Cost Obligations Nonretirement Postemployment Benefits.
 15




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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
   Results of Operations
 For the Three MonthsEnded March 31,2010
    
    
    2009(in thousands, except per share data)(Unaudited)Revenues
    
    $
    66,435
    
    
    $
    63,032Costs and expenses:Operating costs (exclusive of depreciation and amortization)
    
    
    45,662
    
    
    
    42,578Depreciation and amortization expense
    
    
    1,549
    
    
    
    1,343Selling, general and administrative expense
    
    
    18,763
    
    
    
    17,471Total costs and expenses
    
    
    65,974
    
    
    
    61,392Operating income
    
    
    461
    
    
    
    1,640Interest income and other income (expense), net
    
    
    342
    
    
    
    (94
    )Interest expense
    
    
    (241
    )
    
    
    (293
    )Income before income taxes
    
    
    562
    
    
    
    1,253Income tax expense
    
    
    (171
    )
    
    
    (373
    )Net income
    
    $
    391
    
    
    $
    880Earnings per share:Basic
    
    $
    0.01
    
    
    $
    0.02Diluted
    
    $
    0.01
    
    
    $
    0.02
 17




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##### Table of Contents



Geographical information
 For the Three MonthsEnded March 31,2010
    
    
    2009Revenues:United States
    
    $
    31,567
    
    
    $
    30,074EMEA
    
    
    26,261
    
    
    
    27,199Asia-Pacific
    
    
    8,607
    
    
    
    5,759Total revenues
    
    
    66,435
    
    
    
    63,032Costs and expenses:Operating costs (exclusive of depreciation and amortization)United States
    
    
    20,764
    
    
    
    20,236EMEA
    
    
    19,927
    
    
    
    18,623Asia-Pacific
    
    
    4,971
    
    
    
    3,719Total operating costs (exclusive of depreciation and amortization)
    
    
    45,662
    
    
    
    42,578Depreciation and amortization expenseUnited States, including corporate
    
    
    812
    
    
    
    790EMEA
    
    
    467
    
    
    
    351Asia-Pacific
    
    
    270
    
    
    
    202Total depreciation and amortization expense
    
    
    1,549
    
    
    
    1,343Selling, general and administrative expenseUnited States, including corporate
    
    
    10,675
    
    
    
    9,953EMEA
    
    
    6,503
    
    
    
    6,150Asia-Pacific
    
    
    1,585
    
    
    
    1,368Total selling general and administrative expense
    
    
    18,763
    
    
    
    17,471Total costs and expenses
    
    $
    65,974
    
    
    $
    61,392
  Revenues
  Operating Costs (exclusive of depreciation and amortization)
  18




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##### Table of Contents



Depreciation and Amortization
  Selling, General and Administrative
   Interest Expense
  Income Taxes
 Income Taxes
 19




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Liquidity and Capital Resources
        20




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Critical Accounting Policies and Estimates
  21




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##### Table of Contents



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




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##### Table of Contents



Property, Plant, and Equipment.
 Stock-Based Compensation
  Income Taxes
   Defined Benefit Pension Plan
  23




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##### Table of Contents



Contingencies
 Environmental
   Other
  Restructuring
  Exit or Disposal
Cost Obligations Nonretirement Postemployment Benefits.
 New Accounting Pronouncements
  Off-Balance Sheet Transactions
  Inflation and Changing Prices
  24




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##### Table of Contents



Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
 i.e.
    
 Item 4.
    
    Controls and Procedures
 Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  25




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##### Table of Contents



FURMANITE CORPORATION AND SUBSIDIARIES
 
 PART II  Other Information
 
 Item 1.
    
    Legal Proceedings
      
 Item 1A.
    
    Risk Factors
  26




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##### Table of Contents



Item 6.
    
    Exhibits
 3.1
    
    Restated Certificate of Incorporation of the Registrant, dated September 26, 1979, incorporated by reference
herein to Exhibit 3.1 to the 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 to 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).4.4*
    
    Consulting Agreement, dated
April 7, 2010, among Furmanite Corporation and Michael L. Rose, the Companys former Chief Executive Officer,  as Consultant.10.1
    
    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, 2009.10.2
    
    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, 2009.31.1*
    
    Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated
as of May 7, 2010.31.2*
    
    Certification of Principal Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
dated as of May 7, 2010.32.1*
    
    Certification of Chief Executive Officer, Pursuant to Section 906(a) of the Sarbanes-Oxley Act of 2002, dated
as of May 7, 2010.32.2*
    
    Certification of Principal Financial Officer, Pursuant to Section 906(a) of the Sarbanes-Oxley Act of 2002,
dated as of May 7, 2010.
 
 *
    
    Filed herewith. 27




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FURMANITE CORPORATION
(Registrant)/s/ ROBERT S. MUFFRobert S. MuffChief Accounting Officer
(Principal Financial Officer)  28