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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended March 31, 2011
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 for the transition period from  to
 Commission File Number 001-05083
 
 FURMANITE CORPORATION
  Delaware
    
    74-1191271(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)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
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 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, 2011 (unaudited) and December 31, 2010
    
    
    4Consolidated Income Statements for the Three Months Ended March 31, 2011 and 2010 (unaudited)
    
    
    5Consolidated Statements of Changes in Stockholders Equity for the Three Months Ended March 31,
2011 (unaudited) and for the Year Ended December 31, 2010
    
    
    6Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010 (unaudited)
    
    
    7Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2011
and 2010 (unaudited)
    
    
    8Notes to Consolidated Financial Statements (unaudited)
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    28PART II. Other InformationItem 1. Legal Proceedings
    
    
    30Item 1A. Risk Factors
    
    
    30Item 6. Exhibits
    
    
    31EX-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 31,2011
    
    
    2010(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    33,121
    
    
    $
    37,170Accounts receivable, trade (net of allowance for doubtful
accounts of $1,672 and $1,497
as of March 31, 2011 and December 31, 2010, respectively)
    
    
    68,099
    
    
    
    63,630Inventories, net of reserve:Raw materials and supplies
    
    
    19,041
    
    
    
    17,375Work-in-process
    
    
    8,242
    
    
    
    6,906Finished goods
    
    
    207
    
    
    
    85Prepaid expenses and other current assets
    
    
    6,844
    
    
    
    5,951Total current assets
    
    
    135,554
    
    
    
    131,117Property and equipment
    
    
    80,451
    
    
    
    73,969Less: accumulated depreciation and amortization
    
    
    (45,761
    )
    
    
    (43,249
    )Property and equipment, net
    
    
    34,690
    
    
    
    30,720Goodwill
    
    
    14,338
    
    
    
    13,148Deferred tax assets
    
    
    2,955
    
    
    
    2,872Intangible and other assets
    
    
    8,792
    
    
    
    4,244Total assets
    
    $
    196,329
    
    
    $
    182,101Liabilities and Stockholders EquityCurrent liabilities:Current portion of long-term debt
    
    $
    2,723
    
    
    $
    76Accounts payable
    
    
    18,221
    
    
    
    17,815Accrued expenses and other current liabilities
    
    
    27,132
    
    
    
    24,488Income taxes payable
    
    
    190
    
    
    
    557Total current liabilities
    
    
    48,266
    
    
    
    42,936Long-term debt, non-current
    
    
    32,797
    
    
    
    30,085Net pension liability
    
    
    8,695
    
    
    
    8,432Other liabilities
    
    
    2,552
    
    
    
    2,560Commitments and contingencies (Note 11)Stockholders equity:Series B Preferred Stock, unlimited shares authorized, none
outstanding
    
    
    
    
    
    
    Common stock, no par value; 60,000,000 shares authorized; 40,955,619 and
40,925,619 shares
issued as of March 31, 2011 and December 31, 2010, respectively
    
    
    4,745
    
    
    
    4,745Additional paid-in capital
    
    
    132,338
    
    
    
    132,132Accumulated deficit
    
    
    (8,347
    )
    
    
    (12,373
    )Accumulated other comprehensive loss
    
    
    (6,704
    )
    
    
    (8,403
    )Treasury stock, at cost (4,008,963 shares as of March 31, 2011 and December
31, 2010)
    
    
    (18,013
    )
    
    
    (18,013
    )Total stockholders equity
    
    
    104,019
    
    
    
    98,088Total liabilities and stockholders equity
    
    $
    196,329
    
    
    $
    182,101
  4




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED INCOME STATEMENTS
 (in thousands, except per share data)
 (Unaudited)
 For the Three MonthsEnded March 31,2011
    
    
    2010Revenues
    
    $
    73,054
    
    
    $
    66,435Costs and expenses:Operating costs (exclusive of depreciation and amortization)
    
    
    50,443
    
    
    
    45,662Depreciation and amortization expense
    
    
    1,875
    
    
    
    1,549Selling, general and administrative expense
    
    
    16,911
    
    
    
    18,763Total costs and expenses
    
    
    69,229
    
    
    
    65,974Operating income
    
    
    3,825
    
    
    
    461Interest income and other income (expense), net
    
    
    122
    
    
    
    342Interest expense
    
    
    (240
    )
    
    
    (241
    )Income before income taxes
    
    
    3,707
    
    
    
    562Income tax benefit (expense)
    
    
    319
    
    
    
    (171
    )Net income
    
    $
    4,026
    
    
    $
    391Earnings per common share:Basic
    
    $
    0.11
    
    
    $
    0.01Diluted
    
    $
    0.11
    
    
    $
    0.01Weighted-average number of common and common equivalent shares used in computing net income per common share:Basic
    
    
    36,925
    
    
    
    36,689Diluted
    
    
    37,264
    
    
    
    36,809
  5




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 Three Months Ended March 31, 2011 (Unaudited) and Year Ended December 31, 2010
 (in thousands, except share data)
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Shares
    
    
    Common
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    TreasuryIssued
    
    
    Treasury
    
    
    Stock
    
    
    Capital
    
    
    Deficit
    
    
    Loss
    
    
    Stock
    
    
    TotalBalances at January 1, 2010
    
    
    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
    )
    
    $
    98,088Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,026
    
    
    
    
    
    
    
    
    
    
    
    4,026Stock-based compensation and stock
option exercises
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    206
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    206Change in pension net actuarial loss and
prior service credit, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (225
    )
    
    
    
    
    
    
    (225
    )Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,924
    
    
    
    
    
    
    
    1,924Balances at March 31, 2011
    
    
    40,955,619
    
    
    
    4,008,963
    
    
    $
    4,745
    
    
    $
    132,338
    
    
    $
    (8,347
    )
    
    $
    (6,704
    )
    
    $
    (18,013
    )
    
    $
    104,019
  6




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
 (Unaudited)
 For the Three MonthsEnded March 31,2011
    
    
    2010Operating activities:Net income
    
    $
    4,026
    
    
    $
    391Reconciliation of net income to net cash used in
operating activities:Depreciation and amortization
    
    
    1,875
    
    
    
    1,549Provision for doubtful accounts
    
    
    101
    
    
    
    112Deferred income taxes
    
    
    (1,217
    )
    
    
    35Stock-based compensation expense
    
    
    206
    
    
    
    350Other, net
    
    
    225
    
    
    
    136Changes in operating assets and liabilities:Accounts receivable
    
    
    (4,323
    )
    
    
    (930
    )Inventories
    
    
    (2,918
    )
    
    
    (1,241
    )Prepaid expenses and other current assets
    
    
    (616
    )
    
    
    672Accounts payable
    
    
    462
    
    
    
    200Accrued expenses and other current liabilities
    
    
    2,575
    
    
    
    (2,587
    )Income taxes payable
    
    
    (341
    )
    
    
    (588
    )Other, net
    
    
    (80
    )
    
    
    (47
    )Net cash used in operating activities
    
    
    (25
    )
    
    
    (1,948
    )Investing activities:Capital expenditures
    
    
    (759
    )
    
    
    (2,365
    )Acquisition
of assets and business, net of cash acquired of $1,078 in 2011
    
    
    (3,921
    )
    
    
    (200
    )Proceeds from sale of assets
    
    
    32
    
    
    
    164Net cash used in investing activities
    
    
    (4,648
    )
    
    
    (2,401
    )Financing activities:Payments on debt
    
    
    (35
    )
    
    
    (52
    )Net cash used in financing activities
    
    
    (35
    )
    
    
    (52
    )Effect of exchange rate changes on cash
    
    
    659
    
    
    
    (298
    )Decrease in cash and cash equivalents
    
    
    (4,049
    )
    
    
    (4,699
    )Cash and cash equivalents at beginning of period
    
    
    37,170
    
    
    
    36,117Cash and cash equivalents at end of period
    
    $
    33,121
    
    
    $
    31,418Supplemental cash flow information:Cash paid for interest
    
    $
    192
    
    
    $
    200Cash paid for income taxes, net of refunds received
    
    $
    936
    
    
    $
    596Non-cash investing and financing activities:Issuance of
notes payable to equity holders related to acquistion of business
    
    $
    5,300
    
    
    $
    
  7




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 (in thousands)
(Unaudited)
 For the Three MonthsEnded March 31,2011
    
    
    2010Net income
    
    $
    4,026
    
    
    $
    391Other comprehensive income (loss):Change in pension net actuarial loss and prior service credit, net of tax
    
    
    (225
    )
    
    
    932Foreign currency translation adjustments
    
    
    1,924
    
    
    
    (2,200
    )Total other comprehensive income (loss)
    
    
    1,699
    
    
    
    (1,268
    )Comprehensive income (loss)
    
    $
    5,725
    
    
    $
    (877
    )
  8




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2011
(Unaudited)
 1. General and Summary of Significant Accounting Policies
 General
  Revenue Recognition
 Revenue Recognition
  Inventories
  New Accounting Pronouncements
 Improving Disclosures about
Fair Value Measurements
 2. Acquisition
  9




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Fair value of net assets acquired
 Cash
    
    $
    1,078Accounts receivable
    
    
    224Prepaid expenses and other current assets
    
    
    123Property and equipment
    
    
    4,450Goodwill 1
    
    
    1,190Intangible and other assets 2
    
    
    4,525Accrued expenses and other current liabilities
    
    
    (100
    )Deferred tax liabilities
    
    
    (1,190
    )Fair value of net assets acquired
    
    $
    10,300
 
 1
    
    Goodwill consists of intangible assets that do not qualify for separate
recognition and is not expected to be deductible for tax purposes.2
    
    Intangible assets are primarily comprised of trademarks, patents, and
non-compete arrangements. Other assets consist of acquired interests in equity and cost
method investments.  3. Earnings Per Share
  10




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For the Three MonthsEnded March 31,2011
    
    
    2010Net income
    
    $
    4,026
    
    
    $
    391Basic weighted-average common shares outstanding
    
    
    36,925
    
    
    
    36,689Dilutive effect of common stock equivalents
    
    
    339
    
    
    
    120Diluted weighted-average common shares outstanding
    
    
    37,264
    
    
    
    36,809Earnings per share:Basic
    
    $
    0.11
    
    
    $
    0.01Dilutive
    
    $
    0.11
    
    
    $
    0.01Stock options excluded from diluted weighted-average common shares
outstanding because their inclusion would have an anti-dilutive effect:
    
    
    309
    
    
    
    605
 4. Accrued Expenses and Other Current Liabilities
  March 31,
    
    
    December 31,2011
    
    
    2010Compensation and benefits1
    
    $
    18,138
    
    
    $
    15,130Estimated potential uninsured liability claims
    
    
    1,886
    
    
    
    1,886Value added tax payable
    
    
    1,431
    
    
    
    1,387Taxes other than income
    
    
    1,523
    
    
    
    1,052Professional, audit and legal fees
    
    
    649
    
    
    
    1,088Customer deposit
    
    
    740
    
    
    
    615Other employee related expenses
    
    
    234
    
    
    
    550Rent
    
    
    360
    
    
    
    327Interest
    
    
    39
    
    
    
    20Other2
    
    
    2,132
    
    
    
    2,433$
    27,132
    
    
    $
    24,488
 
 1
    
    Includes restructuring accruals of $0.5 million and $1.1 million as of
March 31, 2011 and December 31, 2010, respectively.2
    
    Includes restructuring accruals of $0.5 million at each of March 31, 2011 and
December 31, 2010. 5. Restructuring
  2009 Cost Reduction Initiative
  11




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2010 Cost Reduction Initiative
  Exit or Disposal
Cost Obligations Nonretirement Postemployment Benefits
  Reserve atDecember 31,
    
    
    
    
    
    
    
    
    
    
    Foreign currency
    
    
    Reserve at2010
    
    
    Charges
    
    
    Cash payments
    
    
    adjustments
    
    
    March 31, 20112009 InitiativeSeverance and benefit costs
    
    $
    107
    
    
    $
    
    
    
    $
    (110
    )
    
    $
    3
    
    
    $
    Lease termination costs
    
    
    125
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    129Other restructuring costs
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    102010 InitiativeSeverance and benefit costs
    
    
    969
    
    
    
    84
    
    
    
    (601
    )
    
    
    47
    
    
    
    499Lease termination costs
    
    
    277
    
    
    
    (2
    )
    
    
    (9
    )
    
    
    18
    
    
    
    284Other restructuring costs
    
    
    90
    
    
    
    6
    
    
    
    (25
    )
    
    
    6
    
    
    
    77$
    1,577
    
    
    $
    88
    
    
    $
    (745
    )
    
    $
    79
    
    
    $
    999
  For the Three MonthsEnded March 31,2011
    
    
    2010Severance and benefit costs
    
    $
    84
    
    
    $
    1,186Lease termination costs
    
    
    (2
    )
    
    
    316Other restructuring costs
    
    
    6
    
    
    
    352$
    88
    
    
    $
    1,854
 12




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For the Three MonthsEnded March 31,2011
    
    
    2010Americas
    
    $
    
    
    
    $
    186EMEA
    
    
    88
    
    
    
    1,668$
    88
    
    
    $
    1,854
  6. Long-Term Debt
  March 31,
    
    
    December 31,2011
    
    
    2010Borrowings under the revolving credit facility (the Credit Agreement)
    
    $
    30,000
    
    
    $
    30,000Capital leases
    
    
    128
    
    
    
    161Notes payable (the Notes)
    
    
    5,392
    
    
    
    Total long-term debt
    
    
    35,520
    
    
    
    30,161Less: current portion of long-term debt
    
    
    (2,723
    )
    
    
    (76
    )Total long-term debt, non-current
    
    $
    32,797
    
    
    $
    30,085
    13




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7. Retirement Plan
   For the Three MonthsEnded March 31,2011
    
    
    2010Service cost
    
    $
    230
    
    
    $
    207Interest cost
    
    
    971
    
    
    
    900Expected return on plan assets
    
    
    (945
    )
    
    
    (882
    )Amortization of prior service cost
    
    
    (25
    )
    
    
    (23
    )Amortization of net actuarial loss
    
    
    165
    
    
    
    266Net periodic pension cost
    
    $
    396
    
    
    $
    468
  8. Stock-Based Compensation
  14




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9. Accumulated Other Comprehensive Loss
  March 31,
    
    
    December 31,2011
    
    
    2010Net actuarial loss and prior service credit
    
    $
    (13,274
    )
    
    $
    (12,965
    )Less: deferred tax benefit
    
    
    3,622
    
    
    
    3,538Net of tax
    
    
    (9,652
    )
    
    
    (9,427
    )Foreign currency translation adjustment
    
    
    2,948
    
    
    
    1,024Total accumulated other comprehensive loss
    
    $
    (6,704
    )
    
    $
    (8,403
    )
 10. Income Taxes
 Income Taxes
     15




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Balance at December 31, 2010
    
    $
    803Additions based on tax positions
    
    
    43Balance at March 31, 2011
    
    $
    846
 11. Commitments and Contingencies
      12. Business Segment Data and Geographical Information
   16




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Asia-Americas
    
    
    EMEA
    
    
    Pacific
    
    
    TotalThree months ended March 31, 2011:On-line services
    
    $
    15,945
    
    
    $
    9,470
    
    
    $
    2,509
    
    
    $
    27,924Off-line services
    
    
    18,364
    
    
    
    10,096
    
    
    
    4,040
    
    
    
    32,500Other services
    
    
    5,918
    
    
    
    5,107
    
    
    
    1,605
    
    
    
    12,630Total revenues
    
    $
    40,227
    
    
    $
    24,673
    
    
    $
    8,154
    
    
    $
    73,054Three months ended March 31, 2010:On-line services
    
    $
    11,378
    
    
    $
    9,555
    
    
    $
    4,064
    
    
    $
    24,997Off-line services
    
    
    15,363
    
    
    
    10,636
    
    
    
    3,718
    
    
    
    29,717Other services
    
    
    4,826
    
    
    
    6,070
    
    
    
    825
    
    
    
    11,721Total revenues
    
    $
    31,567
    
    
    $
    26,261
    
    
    $
    8,607
    
    
    $
    66,435
  Asia-Americas
    
    
    EMEA
    
    
    Pacific
    
    
    TotalThree months ended March 31, 2011:Operating income1
    
    $
    2,580
    
    
    $
    762
    
    
    $
    483
    
    
    $
    3,825Allocation of headquarter costs
    
    
    1,453
    
    
    
    (1,096
    )
    
    
    (357
    )
    
    
    Adjusted operating income (loss)
    
    $
    4,033
    
    
    $
    (334
    )
    
    $
    126
    
    
    $
    3,825Three months ended March 31, 2010:Operating income (loss)2
    
    $
    (684
    )
    
    $
    (636
    )
    
    $
    1,781
    
    
    $
    461Allocation of headquarter costs
    
    
    2,130
    
    
    
    (1,610
    )
    
    
    (520
    )
    
    
    Adjusted operating income (loss)
    
    $
    1,446
    
    
    $
    (2,246
    )
    
    $
    1,261
    
    
    $
    461
 
 1
    
    Includes restructuring charges of $0.1 million in EMEA.2
    
    Includes restructuring charges totaling $0.2 million and $1.7 million in the Americas and EMEA, respectively.  March 31,
    
    
    December 31,2011
    
    
    2010Americas
    
    $
    20,832
    
    
    $
    17,311EMEA
    
    
    12,473
    
    
    
    12,092Asia-Pacific
    
    
    7,130
    
    
    
    3,493$
    40,435
    
    
    $
    32,896
 13. Fair Value of Financial Instruments and Credit Risk
 Fair Value Measurement
 17




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
    
    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.
   18




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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
      19




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Results of Operations
 For the Three MonthsEnded March 31,2011
    
    
    2010(in thousands, exceptper share data)Revenues
    
    $
    73,054
    
    
    $
    66,435Costs and expenses:Operating costs (exclusive of depreciation
and amortization)
    
    
    50,443
    
    
    
    45,662Depreciation and amortization expense
    
    
    1,875
    
    
    
    1,549Selling, general and administrative expense
    
    
    16,911
    
    
    
    18,763Total costs and expenses
    
    
    69,229
    
    
    
    65,974Operating income
    
    
    3,825
    
    
    
    461Interest income and other income (expense), net
    
    
    122
    
    
    
    342Interest expense
    
    
    (240
    )
    
    
    (241
    )Income before income taxes
    
    
    3,707
    
    
    
    562Income tax benefit (expense)
    
    
    319
    
    
    
    (171
    )Net income
    
    $
    4,026
    
    
    $
    391Earnings per share:Basic
    
    $
    0.11
    
    
    $
    0.01Diluted
    
    $
    0.11
    
    
    $
    0.01
 20




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Geographical Information
 For the Three MonthsEnded March 31,2011
    
    
    2010(in thousands)Revenues:Americas
    
    $
    40,227
    
    
    $
    31,567EMEA
    
    
    24,673
    
    
    
    26,261Asia-Pacific
    
    
    8,154
    
    
    
    8,607Total revenues
    
    
    73,054
    
    
    
    66,435Costs and expenses:Operating costs (exclusive of depreciation and amortization)Americas
    
    
    27,104
    
    
    
    20,764EMEA
    
    
    17,717
    
    
    
    19,927Asia-Pacific
    
    
    5,622
    
    
    
    4,971Total operating costs (exclusive of depreciation and amortization)
    
    
    50,443
    
    
    
    45,662Operating costs as a percentage of revenue
    
    
    69.0
    %
    
    
    68.7
    %Depreciation and amortization expenseAmericas, including corporate
    
    
    1,029
    
    
    
    812EMEA
    
    
    504
    
    
    
    467Asia-Pacific
    
    
    342
    
    
    
    270Total depreciation and amortization expense
    
    
    1,875
    
    
    
    1,549Depreciation and amortization expense as a percentage of revenue
    
    
    2.6
    %
    
    
    2.3
    %Selling, general and administrative expenseAmericas, including corporate
    
    
    9,514
    
    
    
    10,675EMEA
    
    
    5,690
    
    
    
    6,503Asia-Pacific
    
    
    1,707
    
    
    
    1,585Total selling general and administrative expense
    
    
    16,911
    
    
    
    18,763Selling, general and administrative expense as a percentage of revenue
    
    
    23.1
    %
    
    
    28.2
    %Total costs and expenses
    
    $
    69,229
    
    
    $
    65,974
  Revenues
  21




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Operating Costs (exclusive of depreciation and amortization)
   Depreciation and Amortization
   Selling, General and Administrative
   22




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Other Income
 Interest Income and Other Income (Expense), Net
  Interest Expense
  Income Taxes
 Income Taxes
   Liquidity and Capital Resources
    23




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24




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Critical Accounting Policies and Estimates
   Revenue Recognition
 Revenue Recognition
  Allowance for Doubtful Accounts
  25




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Goodwill, Intangible and Long-Lived Assets
 Intangibles  Goodwill and Other
   Property, Plant, and Equipment
 Stock-Based Compensation
  Income Taxes
  26




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Defined Benefit Pension Plan
  Contingencies
 Environmental
   Other
  Exit or Disposal Obligations
 Exit or Disposal Cost Obligations Nonretirement Postemployment Benefits.
 .
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New Accounting Pronouncements
 Improving Disclosures about
Fair Value Measurements
 Off-Balance Sheet Transactions
  Inflation and Changing Prices
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 i.e.
    
 Item 4. Controls and Procedures
 Disclosure Controls and Procedures
  28




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Changes in Internal Control Over Financial Reporting
  29




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 PART II  Other Information
 
 Item 1. Legal Proceedings
      
 Item 1A. Risk Factors
  
 30




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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).31.1*
    
    
    Certification of Chief Executive Officer, Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, dated as of May 9, 2011.31.2*
    
    
    Certification of Principal Financial Officer, Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, dated as of May 9, 2011.32.1*
    
    
    Certification of Chief Executive Officer, Pursuant to Section 906(a)
of the Sarbanes-Oxley Act of 2002, dated as of May 9, 2011.32.2*
    
    
    Certification of Principal Financial Officer, Pursuant to Section
906(a) of the Sarbanes-Oxley Act of 2002, dated as of May 9, 2011.
 
 *
    
    Filed herewith. 31




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Signature
  FURMANITE CORPORATION
(Registrant)/s/ ROBERT S. MUFFRobert S. MuffChief Accounting Officer
(Principal Financial and Accounting Officer)  32