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8-K - FORM 8-K - FURMANITE CORPform8-kq22015earnings.htm
EX-99.2 - EXHIBIT 99.2 - FURMANITE CORPfrm2q2015earningspresent.htm

For more information, contact:
Investor Relations
(713) 634-7775
Email: investor@furmanite.com

FURMANITE CORPORATION REPORTS
SECOND QUARTER 2015 RESULTS

Delivers Second Quarter Diluted Earnings per Share of $0.09, Adjusted Diluted Earnings per Share of $0.14(A)

Appoints Jeffery G. Davis as Interim Executive Chairman

HOUSTON, TEXAS (August 4, 2015) – Furmanite Corporation (NYSE: FRM) today reported results for the three and six months ended June 30, 2015.

The Company also announced today that the Furmanite Board of Directors (the “Board”) has appointed Jeffery G. Davis as Interim Executive Chairman, effective immediately. In connection with this appointment, Mr. Davis has resigned from his roles of Lead Independent Director and member of the Audit Committee. Mr. Davis, who joined the Board in May 2015, is the retired Chairman and CEO of the Brock Group, a leading provider of industrial specialty services. Mr. Davis replaces Joseph Milliron, who served as Chairman during a transition period following the retirement of the Company’s former Chairman earlier this year. Mr. Milliron continues as Chief Executive Officer and President of Furmanite and as a member of the Board.

Mr. John Linnartz, Chairman of the Nominating and Governance Committee said, “The Board was unanimous in its decision to appoint Jeff to the role of Interim Executive Chairman. In this new capacity, Jeff will bring his strong industry experience and operational expertise directly to the management level to support all initiatives to drive shareholder value. We are pleased to have him in this expanded role.”

Mr. Milliron added, “We are pleased to continue taking steps to enhance Furmanite’s governance and believe separating the Chairman and CEO roles advances our commitment to aligning with best practices. We welcome Jeff in this new capacity, and on behalf of the management team, we look forward to working closely together to achieve our strategic objectives.”
 
Mr. Davis stated, “Furmanite has significant prospects for growth and value creation, and I look forward to working with our customers, management and the Board to optimize these opportunities.”

Second Quarter 2015 Results

Revenues for the three months ended June 30, 2015 were $129.6 million, a decrease of $16.6 million, or 11.4%, from the $146.2 million reported for the three months ended June 30, 2014. Operating income was $6.3 million for the 2015 second quarter, compared to $8.3 million for the same quarter last year. Net income was $3.4 million, or $0.09 per diluted share in the 2015 second quarter, compared to $4.5 million, or $0.12 per diluted share, in the 2014 second quarter.

Foreign currency exchange rate changes unfavorably impacted revenues, operating income, net income and diluted earnings per share by $6.0 million, $0.7 million, $1.1 million and $0.03 per share, respectively, for the three months ended June 30, 2015.








Excluding the foreign currency impacts, as well as $1.7 million of incremental costs associated with the Company’s 2015 Annual Meeting and certain other non-routine items, adjusted operating income for the three months ended June 30, 2015 increased by $0.1 million to $8.4 million(A), compared to $8.3 million(A), for the three months ended June 30, 2014. Adjusted net income increased to $5.2 million(A), or $0.14(A) per diluted share, for the 2015 second quarter, compared to $4.9 million(A), or $0.13(A) per diluted share, in the 2014 second quarter.

Six Months Ended June 30, 2015 Results

Revenues for the six months ended June 30, 2015 were $252.0 million, a decrease of $19.2 million, or 7.1%, from the $271.2 million reported for the six months ended June 30, 2014. Operating income was $8.7 million in the six months ended June 30, 2015, compared to $10.8 million for the same period last year. Net income was $3.7 million, or $0.10 per diluted share, compared to $5.5 million, or $0.15 per diluted share, in the six months ended June 30, 2014.

Foreign currency exchange rate changes unfavorably impacted revenues, operating income, net income and diluted earnings per share by $10.3 million, $0.9 million, $1.8 million and $0.05 per share, respectively, for the six months ended June 30, 2015.

Excluding the foreign currency impacts, as well as $2.2 million of incremental costs associated with the Company’s 2015 Annual Meeting and certain other non-routine items, adjusted operating income for the six months ended June 30, 2015 increased by $0.4 million to $11.4 million(A), compared to $11.0 million(A), for the six months ended June 30, 2014. Adjusted net income increased to $6.6 million(A), or $0.17(A) per diluted share, in the six months ended June 30, 2015, compared to $6.2 million(A), or $0.16(A) per diluted share, in the six months ended June 30, 2014.

Mr. Milliron continued, “Our second quarter results, excluding foreign currency impacts and non-routine items, demonstrate that our company-wide commitment to controlling costs and reducing expenses is taking hold. We remain focused on expanding our cost initiatives to improve margins and profitability across our business segments.” Mr. Milliron concluded, “Combined with the continued growth of contracts and projects, we expect we will be able to further enhance our bottom line results.”

Financial Position

As of June 30, 2015, the Company’s cash balance was $39.2 million. The Company’s cash balance, along with the $73.4 million of availability under its credit facility, provides the Company liquidity of $112.6 million.

Conference Call Details

In conjunction with the earnings release, Furmanite Corporation will host a conference call with Jeffery G. Davis (Interim Executive Chairman), Joseph E. Milliron (Chief Executive Officer and President) and Robert S. Muff (Chief Financial Officer and Chief Administrative Officer). The call will begin at 10:00 a.m. (Eastern) / 9:00 a.m. (Central) on Tuesday, August 4, 2015 and can be accessed in the “Investors” section of Furmanite’s website.

(A) These items are financial measures not calculated in accordance with generally accepted accounting principles (“GAAP”) and exclude the impact of 1) foreign currency exchange rate changes, 2) the write off of debt issuance costs associated with an amendment to the Company’s credit facility, 3) a non-routine pension curtailment/settlement gain 4) incremental professional fees and other costs associated with the Company’s 2015 Annual Meeting of Stockholders and 5) direct costs associated with the integration of the Furmanite Technical Solutions division. Management believes that results excluding these impacts provide additional meaningful and comparable information to analysts and is useful in comparing the operational trends of Furmanite Corporation, by excluding the impact of foreign currency exchange rate changes and certain items not representative of ongoing operations. Reconciliations to the applicable GAAP measures are included at the end of the press release.



2


ABOUT FURMANITE CORPORATION

Furmanite Corporation (NYSE: FRM), founded in 1920, is one of the world’s largest specialty industrial services and specialty engineering project solutions companies, providing world class solutions to customer needs through more than 80 offices on six continents. The Company delivers a wide portfolio of inspection, mechanical and engineering services which help monitor, maintain, renew and construct the global energy, industrial and municipal infrastructures. Furmanite serves a broad range of industry sectors, including refining, offshore, sub-sea, pipeline, power generation, chemical, petrochemical, pulp and paper, water utilities, automotive, mining, marine and steel manufacturing. World Headquarters and Global Support Operations are located in Houston, Texas; Rotterdam, Netherlands; Kendal, United Kingdom and Melbourne, Australia. For more information, visit www.furmanite.com.

Certain of the Company’s statements in this press release are not purely historical, and as such are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements regarding management’s intentions, plans, beliefs, expectations or projections of the future. Forward-looking statements involve risks and uncertainties, including without limitation, the various risks inherent in the Company’s business, and other risks and uncertainties detailed most recently in this earnings release and the Company’s Form 10-K as of December 31, 2014 and Form 10-Q as of March 31, 2015 filed with the Securities and Exchange Commission. One or more of these factors could affect the Company’s business and financial results in future periods, and could cause actual results to differ materially from plans and projections. There can be no assurance that the forward-looking statements made in this document will prove to be accurate, and issuance of such forward-looking statements should not be regarded as a representation by the Company, or any other person, that the objectives and plans of the Company will be achieved. All forward-looking statements made in this press release are based on information presently available to management, and the Company assumes no obligation to update any forward-looking statements.
 

3


FURMANITE CORPORATION
CONSOLIDATED INCOME STATEMENTS
(in thousands, except per share data)
(Unaudited)
 
 
 
 
 
 
 
 
 
For the Three Months
 
For the Six Months
 
Ended June 30,
 
Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Revenues
$
129,629

 
$
146,242

 
$
251,967

 
$
271,183

Costs and expenses:
 
 
 
 
 
 
 
Operating costs
95,741

 
109,172

 
189,611

 
203,874

Depreciation and amortization expense
3,169

 
2,988

 
6,251

 
5,977

Selling, general and administrative expense
24,396

 
25,778

 
47,452

 
50,510

Total costs and expenses
123,306

 
137,938

 
243,314

 
260,361

 
 
 
 
 
 
 
 
Operating income
6,323

 
8,304

 
8,653

 
10,822

Interest income and other income (expense), net
(555
)
 
(439
)
 
(1,078
)
 
(604
)
Interest expense
(356
)
 
(445
)
 
(988
)
 
(894
)
Income before income taxes
5,412

 
7,420

 
6,587

 
9,324

Income tax expense
(2,037
)
 
(2,913
)
 
(2,899
)
 
(3,801
)
Net income
$
3,375

 
$
4,507

 
$
3,688

 
$
5,523

 
 
 
 
 
 
 
 
Earnings per common share - Basic
$
0.09

 
$
0.12

 
$
0.10

 
$
0.15

Earnings per common share - Diluted
$
0.09

 
$
0.12

 
$
0.10

 
$
0.15

Adjusted diluted earnings per share1
$
0.14

 
$
0.13

 
$
0.17

 
$
0.16

 
 
 
 
 
 
 
 
Weighted-average number of common and common equivalent shares used in computing earnings per common share:
 
 
 
 
 
 
 
Basic
37,836

 
37,617

 
37,793

 
37,593

Diluted
38,030

 
37,836

 
37,982

 
37,832

 
 
 
 
 
 
 
 
EBITDA2
$
8,937


$
10,853


$
13,826


$
16,195

Adjusted EBITDA2
$
11,689

 
$
11,307

 
$
17,850

 
$
17,046

__________________
1 
Adjusted diluted earnings per share presented above is a non-GAAP financial measurement that excludes the impact of 1) foreign currency exchange rate changes, 2) incremental professional fees and other costs associated with the Company’s 2015 Annual Meeting of Stockholders, 3) a non-routine pension curtailment/settlement gain, 4) the write off of debt issuance costs associated with an amendment to the Company’s credit facility and 5) direct costs associated with the integration of the Furmanite Technical Solutions division. Management believes that results excluding these impacts provide additional meaningful and comparable information to analysts and is useful in comparing the operational trends of Furmanite Corporation, by excluding the impact of foreign currency exchange rate changes and certain expenses not representative of ongoing operations. Reconciliations to the applicable GAAP measures are included at the end of the press release.

2 
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) presented above is a non-GAAP financial measurement. The Company believes that investors and other users of the financial statements benefit from the presentation of this non-GAAP measurement because it provides an additional metric to evaluate the Company’s core operating performance by excluding the effects of depreciation and amortization expense, interest expense and income tax expense from net income. Adjusted EBITDA further excludes 1) foreign currency exchange rate changes, 2) a non-routine pension curtailment/settlement gain, 3) incremental professional fees and other costs associated with the Company’s 2015 Annual Meeting of Stockholders and 4) direct costs associated with the integration of the Furmanite Technical Solutions division. Reconciliations of EBITDA and Adjusted EBITDA to the most directly comparable GAAP measures are included at the end of the press release.

4




FURMANITE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
 
 
 
June 30,
 
December 31,
 
2015
 
2014
 
 
 
 
Cash
$
39,169

 
$
33,753

Trade receivables, net
121,118

 
110,219

Inventories, net
41,840

 
37,383

Other current assets
16,301

 
21,335

Total current assets
218,428


202,690

 
 
 
 
Property and equipment, net
50,277

 
51,930

Other assets
28,182

 
29,551

Total assets
$
296,887


$
284,171

 
 
 
 
Total current liabilities
$
58,775

 
$
56,067

Total long-term debt
68,891

 
61,853

Other liabilities
22,318

 
23,787

Total stockholders’ equity
146,903

 
142,464

Total liabilities and stockholders’ equity
$
296,887


$
284,171


5







FURMANITE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
 
 
 
For the Six Months Ended
June 30,
 
2015
 
2014
 
 
 
 
Net income
$
3,688

 
$
5,523

 
 
 
 
Depreciation, amortization and other non-cash items
7,016

 
6,202

Working capital changes
(5,569
)
 
(2,899
)
Net cash provided by operating activities
5,135


8,826

 
 
 
 
Capital expenditures
(4,015
)
 
(3,477
)
Proceeds from sale of assets
113

 
3

Proceeds from issuance of debt
44,600

 

Payments on debt
(39,054
)
 
(912
)
Debt issuance costs
(571
)
 

Issuance of common stock
46

 
32

Other, net
(315
)
 
(214
)
Effect of exchange rate changes on cash
(523
)
 
279

Increase in cash and cash equivalents
5,416


4,537

Cash and cash equivalents at beginning of period
33,753

 
33,240

Cash and cash equivalents at end of period
$
39,169


$
37,777



6




FURMANITE CORPORATION
BUSINESS SEGMENT DATA
(in thousands)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
Technical Services
 
Engineering & Project Solutions
 
Corporate1
 
Total
Three months ended June 30, 2015
 
 
 
 
 
 
 
Revenues from external customers
$
91,415

 
$
38,214

 
$

 
$
129,629

Operating income (loss)2
$
13,259

 
$
516

 
$
(7,452
)
 
$
6,323

 
 
 
 
 
 
 
 
Three months ended June 30, 2014
 
 
 
 
 
 
 
Revenues from external customers
$
106,289

 
$
39,953

 
$

 
$
146,242

Operating income (loss)2
$
14,284

 
$
(590
)
 
$
(5,390
)
 
$
8,304

 
 
 
 
 
 
 
 
Six months ended June 30, 2015
 
 
 
 
 
 
 
Revenues from external customers
$
177,379

 
$
74,588

 
$

 
$
251,967

Operating income (loss)2
$
21,989

 
$
520

 
$
(13,856
)
 
$
8,653

 
 
 
 
 
 
 
 
Six months ended June 30, 2014
 
 
 
 
 
 
 
Revenues from external customers
$
194,039

 
$
77,144

 
$

 
$
271,183

Operating income (loss)2
$
21,949

 
$
(1,347
)
 
$
(9,780
)
 
$
10,822

 
 
 
 
 
 
 
 


















_______________________________

1 
Corporate represents certain corporate overhead costs, including executive management, strategic planning, treasury, legal, human resources, information technology, accounting and risk management, which are not allocated to reportable segments.
2
For the three and six months ended June 30, 2015, Corporate includes approximately $1.7 million and $2.2 million, respectively, of incremental professional fees and other costs associated with the Company’s 2015 Annual Meeting of Stockholders. For the three and six months ended June 30, 2014, the Engineering & Project Solutions segment includes nil and approximately $0.2 million, respectively, of direct costs associated with the integration of the Furmanite Technical Solutions division.

7



FURMANITE CORPORATION
Reconciliation of Non-GAAP Financial Measures
(in thousands, except per share data)
 
 
 
 
 
 
 
 
 
For the Three Months
 
Ended June 30, 2015
 
As Reported
 
Foreign Currency Impacts
 
Other Reconciling Items 1
 
Non-GAAP Basis
Revenues
$
129,629

 
$
5,966

 
$

 
$
135,595

Operating costs
95,741

 
4,138

 
332

 
100,211

Depreciation & amortization
3,169

 
113

 

 
3,282

Selling, general and administrative expense
24,396

 
1,016

 
(1,700
)
 
23,712

Operating income
6,323

 
699

 
1,368

 
8,390

Interest income and other income (expense), net
(555
)
 
572

 

 
17

Interest expense
(356
)
 

 

 
(356
)
Income before income taxes
5,412

 
1,271

 
1,368

 
8,051

Income tax expense
(2,037
)
 
(196
)
 
(591
)
 
(2,824
)
Net income
$
3,375

 
$
1,075

 
$
777

 
$
5,227

Diluted earnings per share
$
0.09

 
$
0.03

 
$
0.02

 
$
0.14

 
 
 
 
 
 
 
 
 
For the Three Months
 
Ended June 30, 2014
 
As Reported
 
Foreign Currency Impacts
 
Other Reconciling Items 1
 
Non-GAAP Basis
Revenues
$
146,242

 
$

 
$

 
$
146,242

Operating costs
109,172

 

 

 
109,172

Depreciation & amortization
2,988

 

 

 
2,988

Selling, general and administrative expense
25,778

 

 

 
25,778

Operating income
8,304

 

 

 
8,304

Interest income and other income (expense), net
(439
)
 
454

 

 
15

Interest expense
(445
)
 

 

 
(445
)
Income before income taxes
7,420

 
454

 

 
7,874

Income tax expense
(2,913
)
 
(69
)
 

 
(2,982
)
Net income
$
4,507

 
$
385

 
$

 
$
4,892

Diluted earnings per share
$
0.12

 
$
0.01

 
$

 
$
0.13

 
 
 
 
 
 
 
 









______________________________
1  
Consists of 1) a non-routine pension curtailment/settlement gain and 2) incremental professional fees and other costs associated with the Company’s 2015 Annual Meeting of Stockholders.


8


FURMANITE CORPORATION
Reconciliation of Non-GAAP Financial Measures (Continued)
(in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
For the Six Months
 
Ended June 30, 2015
 
As Reported
 
Foreign Currency Impacts
 
Other Reconciling Items 1
 
 
Non-GAAP Basis
Revenues
$
251,967

 
$
10,251

 
$

 
 
$
262,218

Operating costs
189,611

 
7,328

 
332

 
 
197,271

Depreciation & amortization
6,251

 
201

 

 
 
6,452

Selling, general and administrative expense
47,452

 
1,831

 
(2,150
)
 
 
47,133

Operating income
8,653

 
891

 
1,818

 
 
11,362

Interest income and other income (expense), net
(1,078
)
 
1,114

 

 
 
36

Interest expense
(988
)
 

 
149

 
 
(839
)
Income before income taxes
6,587

 
2,005

 
1,967

 
 
10,559

Income tax expense
(2,899
)
 
(246
)
 
(830
)
 
 
(3,975
)
Net income
$
3,688

 
$
1,759

 
$
1,137

 
 
$
6,584

Diluted earnings per share
$
0.10

 
$
0.05

 
$
0.02

 
 
$
0.17

 
 
 
 
 
 
 
 
 
 
For the Six Months
 
Ended June 30, 2014
 
As Reported
 
Foreign Currency Impacts
 
Other Reconciling Items 1
 
 
Non-GAAP Basis
Revenues
$
271,183

 
$

 
$

 
 
$
271,183

Operating costs
203,874

 

 

 
 
203,874

Depreciation & amortization
5,977

 

 

 
 
5,977

Selling, general and administrative expense
50,510

 

 
(220
)
 
 
50,290

Operating income
10,822

 

 
220

 
 
11,042

Interest income and other income (expense), net
(604
)
 
631

 

 
 
27

Interest expense
(894
)
 

 

 
 
(894
)
Income before income taxes
9,324

 
631

 
220

 
 
10,175

Income tax expense
(3,801
)
 
(113
)
 
(88
)
 
 
(4,002
)
Net income
$
5,523

 
$
518

 
$
132

 
 
$
6,173

Diluted earnings per share
$
0.15

 
$
0.01

 
$

 
 
$
0.16











______________________________
1  
Consists of 1) a non-routine pension curtailment/settlement gain, 2) incremental professional fees and other costs associated with the Company’s 2015 Annual Meeting of Stockholders, 3) the write off of debt issuance costs associated with an amendment to the Company’s credit facility and 4) direct costs associated with the integration of the Furmanite Technical Solutions division.

9


FURMANITE CORPORATION
Reconciliation of Non-GAAP Financial Measures (continued)
(in thousands)
 
 
 
 
 
 
 
 
 
For the Three Months
 
For the Six Months
 
Ended June 30,
 
Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Reconciliation of EBITDA to Net income:
 
 
 
 
 
 
 
EBITDA
$
8,937

 
$
10,853


$
13,826


$
16,195

Less:
 
 
 
 
 
 
 
Depreciation and amortization expense
(3,169
)
 
(2,988
)
 
(6,251
)
 
(5,977
)
Interest expense
(356
)
 
(445
)
 
(988
)
 
(894
)
Income tax expense
(2,037
)
 
(2,913
)
 
(2,899
)
 
(3,801
)
Net income
$
3,375

 
$
4,507

 
$
3,688

 
$
5,523

 
 
 
 
 
 
 
 
Reconciliation of Adjusted EBITDA to Net income:
 
 
 
 
 
 
 
Adjusted EBITDA
$
11,689

 
$
11,307

 
17,850

 
17,046

Foreign currency impacts
(1,384
)
 
(454
)
 
(2,206
)
 
(631
)
Pension curtailment/settlement gain
332

 

 
332

 

Incremental professional fees and other costs associated with 2015 Annual Meeting of Stockholders
(1,700
)
 

 
(2,150
)
 

Direct costs associated with the integration of the Furmanite Technical Solutions division

 

 

 
(220
)
EBITDA
8,937

 
10,853

 
13,826

 
16,195

Less:
 
 
 
 
 
 
 
Depreciation and amortization expense
(3,169
)
 
(2,988
)
 
(6,251
)
 
(5,977
)
Interest expense
(356
)
 
(445
)
 
(988
)
 
(894
)
Income tax expense
(2,037
)
 
(2,913
)
 
(2,899
)
 
(3,801
)
Net income
$
3,375

 
$
4,507

 
$
3,688

 
$
5,523



10