##### Table of Contents



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, 2009
 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
 PageNumberPART I. Financial InformationItem 1. Financial StatementsConsolidated Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008
    
    
    3Consolidated Statements of Operations for the Three Months Ended March 31, 2009 and 2008 (unaudited)
    
    
    4Consolidated Statements of Changes in Stockholders Equity for the Three Months Ended March 31, 2009 (unaudited) and the Year Ended December 31, 2008
    
    
    5Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008 (unaudited)
    
    
    6Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2009 and 2008 (unaudited)
    
    
    7Notes to Consolidated Financial Statements (unaudited)
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22PART II. Other InformationItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 6. Exhibits
    
    
    24EX-10.5EX-31.1EX-31.2EX-32.1EX-32.2
  2




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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 data)
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    34,670
    
    
    $
    30,793Accounts receivable, trade (net of allowance for doubtful accounts of
$4,057 and $4,627 as of March 31, 2009 and December 31, 2008,
respectively)
    
    
    55,592
    
    
    
    64,879Receivable from businesses distributed to common stockholders
    
    
    1,443
    
    
    
    1,443Inventories:Raw materials and supplies
    
    
    16,283
    
    
    
    14,690Work-in-process
    
    
    9,072
    
    
    
    9,929Finished goods
    
    
    324
    
    
    
    249Prepaid expenses and other current assets
    
    
    5,851
    
    
    
    5,744Total current assets
    
    
    123,235
    
    
    
    127,727Property and equipment
    
    
    58,688
    
    
    
    58,119Less accumulated depreciation and amortization
    
    
    (29,562
    )
    
    
    (28,841
    )Property and equipment, net
    
    
    29,126
    
    
    
    29,278Goodwill
    
    
    13,148
    
    
    
    13,148Other assets
    
    
    3,717
    
    
    
    3,125Total assets
    
    $
    169,226
    
    
    $
    173,278Liabilities and Stockholders EquityCurrent liabilities:Current portion of long-term debt and capital leases
    
    $
    35,358
    
    
    $
    336Accounts payable
    
    
    13,843
    
    
    
    17,990Accrued expenses and other current liabilities
    
    
    24,926
    
    
    
    25,086Deferred tax liability
    
    
    340
    
    
    
    Income taxes payable
    
    
    247
    
    
    
    489Total current liabilities
    
    
    74,714
    
    
    
    43,901Long-term debt and capital leases, non-current
    
    
    222
    
    
    
    35,363Net pension liability
    
    
    603
    
    
    
    661Other liabilities
    
    
    2,326
    
    
    
    2,036Commitments and contingencies
Stockholders equity:Series B Preferred Stock, unlimited shares authorized, none outstanding
    
    
    
    
    
    
    Common stock, no par value; 60,000,000 shares authorized; 40,612,815
shares issued as of March 31, 2009 and December 31, 2008
    
    
    4,715
    
    
    
    4,715Additional paid-in capital
    
    
    131,554
    
    
    
    131,418Accumulated deficit
    
    
    (18,149
    )
    
    
    (19,029
    )Accumulated other comprehensive loss
    
    
    (8,746
    )
    
    
    (7,774
    )Treasury stock, at cost (4,008,963 shares in 2009 and 2008)
    
    
    (18,013
    )
    
    
    (18,013
    )Total stockholders equity
    
    
    91,361
    
    
    
    91,317Total liabilities and stockholders equity
    
    $
    169,226
    
    
    $
    173,278
  3




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share data)
 (Unaudited)
 For the Three MonthsEnded March 31,2009
    
    
    2008Revenues
    
    $
    63,032
    
    
    $
    73,387Costs and expenses:Operating costs (exclusive of depreciation and amortization)
    
    
    42,578
    
    
    
    47,308Depreciation and amortization
    
    
    1,343
    
    
    
    1,256Selling, general and administrative
    
    
    17,471
    
    
    
    19,598Total costs and expenses
    
    
    61,392
    
    
    
    68,162Operating income
    
    
    1,640
    
    
    
    5,225Interest income and other income (expense), net
    
    
    (94
    )
    
    
    178Interest expense
    
    
    (293
    )
    
    
    (631
    )Income before income taxes
    
    
    1,253
    
    
    
    4,772Income tax expense
    
    
    (373
    )
    
    
    (1,062
    )Net income
    
    $
    880
    
    
    $
    3,710Earnings per common share:Basic
    
    $
    0.02
    
    
    $
    0.10Diluted
    
    $
    0.02
    
    
    $
    0.10Weighted-average number of common and common equivalent shares
used in computing net income per common share:Basic
    
    
    36,604
    
    
    
    36,236Diluted
    
    
    36,731
    
    
    
    36,857
  4




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
 Three Months Ended March 31, 2009 (Unaudited) and Year Ended December 31, 2008
 (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
Statement No. 158
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 income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    880
    
    
    
    
    
    
    
    
    
    
    
    880Stock-based
compensation and
stock option
exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    136
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    136Change in pension
net actuarial loss
and prior service
credit, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49
    
    
    
    
    
    
    
    49Foreign currency
translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,021
    )
    
    
    
    
    
    
    (1,021
    )Balances at March
31, 2009
    
    
    40,612,815
    
    
    
    4,008,963
    
    
    $
    4,715
    
    
    $
    131,554
    
    
    $
    (18,149
    )
    
    $
    (8,746
    )
    
    $
    (18,013
    )
    
    $
    91,361
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FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
 (Unaudited)
 For the Three MonthsEnded March 31,2009
    
    
    2008Operating activities:Net income
    
    $
    880
    
    
    $
    3,710Reconciliation of net income to net cash provided by operating activities:Depreciation and amortization
    
    
    1,343
    
    
    
    1,256Provision for doubtful accounts
    
    
    70
    
    
    
    53Deferred income taxes
    
    
    84
    
    
    
    (103
    )Stock-based compensation expense
    
    
    136
    
    
    
    89Other, net
    
    
    (40
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    8,943
    
    
    
    925Inventories
    
    
    (842
    )
    
    
    (1,384
    )Prepaid expenses and other current assets
    
    
    (192
    )
    
    
    48Accounts payable
    
    
    (4,240
    )
    
    
    (458
    )Accrued expenses and other current liabilities
    
    
    (184
    )
    
    
    2,611Income taxes payable
    
    
    (248
    )
    
    
    (263
    )Other, net
    
    
    45
    
    
    
    181Net cash provided by operating activities
    
    
    5,755
    
    
    
    6,665Investing activities:Capital expenditures
    
    
    (1,410
    )
    
    
    (2,254
    )Proceeds from sale of assets
    
    
    12
    
    
    
    Net cash used in investing activities
    
    
    (1,398
    )
    
    
    (2,254
    )Financing activities:Payments on debt
    
    
    (119
    )
    
    
    (2,144
    )Payments on 8.75% convertible subordinated debentures
    
    
    
    
    
    
    (155
    )Issuance of common stock
    
    
    
    
    
    
    55Net cash used in financing activities
    
    
    (119
    )
    
    
    (2,244
    )Effect of exchange rate changes on cash
    
    
    (361
    )
    
    
    543Increase in cash and cash equivalents
    
    
    3,877
    
    
    
    2,710Cash and cash equivalents at beginning of period
    
    
    30,793
    
    
    
    31,570Cash and cash equivalents at end of period
    
    $
    34,670
    
    
    $
    34,280Non-cash financing activities:Conversion of 8.75% convertible debentures to common stock
    
    $
    
    
    
    $
    1,885Supplemental cash flow information:Cash paid for interest
    
    $
    320
    
    
    $
    783Cash paid for income taxes
    
    $
    484
    
    
    $
    1,283
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FURMANITE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 (in thousands)
 (Unaudited)
 For the Three MonthsEnded March 31,2009
    
    
    2008Net income
    
    $
    880
    
    
    $
    3,710Other comprehensive income (loss):Change in pension net actuarial loss
and prior service credit, net of tax
    
    
    49
    
    
    
    (23
    )Foreign currency translation adjustments
    
    
    (1,021
    )
    
    
    1,819Total other comprehensive income (loss)
    
    
    (972
    )
    
    
    1,796Comprehensive income (loss)
    
    $
    (92
    )
    
    $
    5,506
  7




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FURMANITE CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2009
 (Unaudited)
 1. General and Summary of Significant Accounting Policies
   Revenue Recognition
 Revenue Recognition in Financial Statements Revenue Recognition
 Inventories
  New Accounting Pronouncements
 Fair Value Measurements Effective Date of FASB Statement No. 157 Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not
Active
 8




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Business Combinations
 Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 Employers Disclosures about Postretirement
Benefit Plan Assets Employers Disclosures about Pensions and Other Postretirement Benefits,
 Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies
 Recognition and Presentation of
Other-Than-Temporary Impairments
 Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly
 9




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2. Earnings Per Share
  2009
    
    
    2008Net income
    
    $
    880
    
    
    $
    3,710Basic weighted-average common shares outstanding
    
    
    36,604
    
    
    
    36,236Dilutive effect of common stock equivalents
    
    
    127
    
    
    
    621Diluted weighted-average common shares outstanding
    
    
    36,731
    
    
    
    36,857Income per share:Basic
    
    $
    0.02
    
    
    $
    0.10Dilutive
    
    $
    0.02
    
    
    $
    0.10Stock options and restricted stock grants
excluded from diluted weighted-average common
shares outstanding because their inclusion would
have an anti-dilutive effect:
    
    
    512
    
    
    
    150
 3. Accrued Expenses
  March 31,
    
    
    December 31,2009
    
    
    2008Compensation and benefits
    
    $
    10,408
    
    
    $
    9,505Estimated potential uninsured liability claims
    
    
    2,394
    
    
    
    2,394Value added tax payable
    
    
    1,476
    
    
    
    2,007Taxes other than income
    
    
    1,566
    
    
    
    1,810Other employee related expenses
    
    
    1,174
    
    
    
    982Professional, audit and legal fees
    
    
    1,089
    
    
    
    1,521Rent
    
    
    398
    
    
    
    388Interest
    
    
    105
    
    
    
    136Other
    
    
    6,316
    
    
    
    6,343$
    24,926
    
    
    $
    25,086
 10




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4. Indebtedness
  March 31,
    
    
    December 31,2009
    
    
    2008Borrowings under $50,000 revolving bank facility (the
$50.0 million facility)
    
    $
    27,590
    
    
    $
    27,590Borrowings secured by a letter of credit under $50.0 million
facility (the $15.0 million facility)
    
    
    7,500
    
    
    
    7,500Capital leases
    
    
    490
    
    
    
    609Total long-term debt and capital leases
    
    
    35,580
    
    
    
    35,699Less current portion of long-term debt and capital leases
    
    
    35,358
    
    
    
    336Total long-term debt and capital leases, non-current
    
    $
    222
    
    
    $
    35,363
      11




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5. Retirement Plan
  2009
    
    
    2008Service cost
    
    $
    111
    
    
    $
    195Interest cost
    
    
    744
    
    
    
    1,066Expected return on plan assets
    
    
    (680
    )
    
    
    (1,368
    )Amortization of prior service cost
    
    
    (22
    )
    
    
    (30
    )Amortization of net actuarial loss
    
    
    42
    
    
    
    Net periodic pension cost (benefit)
    
    $
    195
    
    
    $
    (137
    )
  6. Stock-Based Compensation
  7. Accumulated Other Comprehensive Income
  March 31,
    
    
    December 31,2009
    
    
    2008Net actuarial loss and prior service credit
    
    $
    (5,479
    )
    
    $
    (5,531
    )Less: deferred tax benefit
    
    
    1,535
    
    
    
    1,548Net of tax
    
    
    (3,944
    )
    
    
    (3,983
    )Adjustment for FASB Statement No. 158
measurement date change, net of tax
    
    
    
    
    
    
    (10
    )Foreign currency translation adjustment
    
    
    (4,802
    )
    
    
    (3,781
    )Total accumulated other comprehensive
income (loss)
    
    $
    (8,746
    )
    
    $
    (7,774
    )
 12




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8. Uncertain Tax Positions
 Accounting for Uncertainty in Income Taxes
  Balance at December 31, 2008
    
    $
    974Additions based on tax positions related to the current year
    
    
    64Reductions due to lapses of statutes of limitations
    
    
    Balance at March 31, 2009
    
    $
    1,038
 9. Commitments and Contingencies
       13




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10. Business Segment Data and Geographical Information
   United
    
    
    
    
    
    
    Asia-States
    
    
    Europe
    
    
    Pacific
    
    
    TotalThree 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
    
    
    $
    63,032Three 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
    
    
    $
    73,387
  United
    
    
    
    
    
    
    Asia-States
    
    
    Europe
    
    
    Pacific
    
    
    TotalThree 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
    
    
    $
    1,640Three 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
    
    
    $
    5,225
  March 31,
    
    
    December 31,2009
    
    
    2008United States
    
    $
    93,241
    
    
    $
    104,058Europe
    
    
    59,751
    
    
    
    54,580Asia-Pacific
    
    
    16,234
    
    
    
    14,640$
    169,226
    
    
    $
    173,278
 14




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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.
    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 31,2009
    
    
    2008(in thousands, except per share data)(Unaudited)Revenues
    
    $
    63,032
    
    
    $
    73,387Costs and expenses:Operating costs (exclusive of depreciation and amortization)
    
    
    42,578
    
    
    
    47,308Depreciation and amortization
    
    
    1,343
    
    
    
    1,256Selling, general and administrative
    
    
    17,471
    
    
    
    19,598Total costs and expenses
    
    
    61,392
    
    
    
    68,162Operating income
    
    
    1,640
    
    
    
    5,225Interest income and other income (expense), net
    
    
    (94
    )
    
    
    178Interest expense
    
    
    (293
    )
    
    
    (631
    )Income before income taxes
    
    
    1,253
    
    
    
    4,772Income tax expense
    
    
    (373
    )
    
    
    (1,062
    )Net income
    
    $
    880
    
    
    $
    3,710Earnings per share:Basic
    
    $
    0.02
    
    
    $
    0.10Diluted
    
    $
    0.02
    
    
    $
    0.10
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##### Table of Contents



Revenues
  Operating Costs
  Depreciation and Amortization
  Selling, General and Administrative
  Interest Expense
  17




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##### Table of Contents



Income Taxes
 Accounting for Income Taxes
   Liquidity and Capital Resources
       18




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##### Table of Contents



19




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##### Table of Contents



Critical Accounting Policies and Estimates
   New Accounting Pronouncements
 Fair Value Measurements Effective Date of FASB Statement No. 157 Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not
Active
 Business Combinations
 Determination of the Useful Life of Intangible
Asset Goodwill and Other Intangible Assets
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##### Table of Contents



Employers Disclosures about Postretirement
Benefit Plan Assets Employers Disclosures about Pensions and Other Postretirement Benefits,
 Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies
 Recognition and Presentation of
Other-Than-Temporary Impairments
 Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly S
 Off-Balance Sheet Transactions
  Inflation and Changing Prices
  21




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
 i.e.
    
 Item 4. Controls and Procedures
 et seq
  22




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##### Table of Contents



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
  23




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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, incorporated by
reference herein to Exhibit 3.8 to the Registrants Form
10-K for the year ended December 31, 2007.4.1
    
    Certificate of Designation, Preferences and Rights related to the
Registrants Series B Junior Participating Preferred Stock, incorporated by
reference herein to Exhibit 4.2 to the Registrants
Form 10-K for the year ended December 31, 2008.4.2
    
    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
Right 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/8 filed on
April 18, 2008).10.1*
    
    Amended and Restated Change in Control Agreement effective January 1, 2009, incorporated by
reference herein to Exhibit 10.1 to the Registrants Form 10-K for the year ended
December 31, 2008.10.2*
    
    Amended and Restated Change in Control Agreement effective January 1, 2009, incorporated by
reference herein to Exhibit 10.2 to the Registrants Form 10-K for the year ended December 31,
2008.10.3*
    
    Amended and Restated Change in Control Agreement effective January 1, 2009, incorporated by
reference herein to Exhibit 10.3 to the Registrants Form 10-K for the year ended December 31,
2008.10.4*
    
    Form of Indemnification Agreement, incorporated by reference herein to Exhibit 10.12 to the
Registrants Form 10-K for the year ended December 31, 2008.10.5*
    

Letter
from company to Miguel A. Desdin, dated March 9, 2009.31.1
    
    Certification of Chief Executive Officer, Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, dated May 11, 2009.31.2
    
    Certification of Chief Financial Officer, Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, dated May 11, 2009.32.1
    
    Certification of Chief Executive Officer, Pursuant to Section 906(a)
of the Sarbanes-Oxley Act of 2002, dated May 11, 2009.32.2
    
    Certification of Chief Financial Officer, Pursuant to Section 906(a)
of the Sarbanes-Oxley Act of 2002, dated May 11, 2009.*
    
    Denotes management contracts.
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##### Table of Contents



Signature
  FURMANITE CORPORATION
(Registrant)/s/ HOWARD C. WADSWORTHHoward C. WadsworthSenior Vice President, Treasurer and Secretary
(Principal Financial and Accounting Officer) 
(Chief Financial Officer)  25