8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 6, 2012

Furmanite Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-05083	74-1191271
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2435 N. Central Expressway, Richardson, Texas		75080
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 972-699-4000

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

Furmanite Corporation (NYSE: FRM) (the “Company”) today reported financial results for the fourth quarter and year ended December 31, 2011. The press release is attached hereto as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.

A slide presentation will be available on the Company’s web site, www.furmanite.com, to support management’s discussion during the conference call, which is scheduled to be held at 10:30 a.m. Eastern time on March 6, 2012. The slide presentation is attached as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

99.1     March 6, 2012 press release

99.2     Slide Presentation dated March 6, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Furmanite Corporation
Date: March 6, 2012	By:	/s/ ROBERT S. MUFF
		Robert S. Muff
		Chief Accounting Officer (Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

For immediate release	For more information, contact:
	Investor Relations
	(972) 699-4055
	Email: investor@furmanite.com

FURMANITE CORPORATION REPORTS 2011 RESULTS

Net Income Increased to $24.0 million; Earnings per Share to $0.64

DALLAS, TEXAS (March 6, 2012) – Furmanite Corporation (NYSE: FRM) today reported results for the year ended December 31, 2011. Revenues were $316.2 million compared with $286.0 million for 2010. Net income for 2011 increased to $24.0 million from $9.5 million in 2010. Net income for 2011 was favorably impacted by income tax benefits of $7.7 million related to the net effect of a fourth quarter reversal of valuation allowances on U.S. deferred income taxes as well as $1.2 million associated with the first quarter SLM acquisition. In addition, 2011 net income was unfavorably affected by net-of-tax charges of $0.3 million of restructuring costs and a fourth quarter $0.9 million charge associated with the Company’s decision to exit the heat exchanger business in Germany.

Revenues for the fourth quarter of 2011 were $81.4 million, compared with $75.1 million for the fourth quarter of 2010. Net income for the fourth quarter of 2011 increased to $11.2 million from $3.7 million for the fourth quarter of 2010. Net income for the fourth quarter of 2011 was favorably impacted by a $7.7 million income tax benefit related to the net effect of the reversal of valuation allowances on U.S. deferred income taxes. In addition, 2011 net income was unfavorably impacted by net-of-tax charges of $0.1 million of restructuring charges and the $0.9 million charge in Germany discussed above.

Foreign currency fluctuations favorably impacted the Company’s 2011 revenues, operating income and net income by approximately $9.8 million, $1.2 million and $0.3 million, respectively, for 2011. Foreign currency fluctuations in the fourth quarter of 2011 were insignificant. Earnings per share (diluted) were $0.64 for 2011, compared with 2010 earnings per share (diluted) of $0.26. Earnings per share (diluted) were $0.30 for the fourth quarter of 2011, compared with fourth quarter 2010 earnings per share (diluted) of $0.10.

2435 North Central Expressway, Suite 700 Richardson, Texas 75080 972-699-4055

“Our full year 2011 results indicate good progress in our commitment to transform Furmanite into a world leading and top performing specialty services firm” said Charles R. Cox, chairman and CEO of Furmanite Corporation. “Revenue growth of nearly 11% and income before income tax growth of 46% in 2011 represents significant improvement over 2010, but still well below our potential. We have improvement opportunities before us in virtually every aspect of our business which are being addressed by our restructuring, culture change and strategic re-direction. We are confident our efforts are on target to deliver significant continued future growth.”

Joseph Milliron, Furmanite President and COO, said: “There is tremendous excitement throughout the Company as we have implemented our values and strategies, and created a new global organizational concept to accelerate growth. We also achieved strong revenue growth with solid sales margins in most regions and good project performance overall. A few underperforming projects and a number of one-time issues, however, created erosion in our delivered margins and operating income for 2011, particularly in the fourth quarter. The underperforming project issue is being addressed by a strong company-wide drive for consistent project execution excellence. Overall, we are pleased with our 2011 results and we continue to stay focused on the action needed to maximize our long-term growth.”

ABOUT FURMANITE CORPORATION

Furmanite Corporation (NYSE: FRM) is a worldwide technical services firm. Headquartered in Dallas, Texas, Furmanite, one of the world’s largest specialty technical services companies, delivers a broad portfolio of engineering solutions that keep facilities operating, minimizing downtime and maximizing profitability. Furmanite’s diverse, global operations serve a broad array of industry sectors, including offshore drilling operations, pipelines, refineries and power generation facilities, chemical and petrochemical plants, steel mills, automotive manufacturers, pulp and paper mills, food and beverage processing plants, semi-conductor manufacturers and pharmaceutical manufacturers. Furmanite operates more than 75 offices on six continents. The company recently expanded its global capabilities to deliver

specialized solutions for large-scale equipment or operations through the acquisition of Self Leveling Machines International Pty Ltd. and Self Leveling Machines, Inc. (collectively “SLM”), based in Melbourne, Australia, and Houston, Texas. The company’s headquarters will relocate to Houston, Texas in the first quarter of 2012. 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 from time to time in the Company’s periodic reports 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.

FURMANITE CORPORATION

CONDENSED CONSOLIDATED INCOME STATEMENTS

(in thousands, except per share data)

	(Unaudited) For the Three  Months Ended December 31,						For the Twelve Months Ended December 31,
	2011			2010			2011			2010
Revenues	$	81,814		$	75,070		$	316,207		$	285,953
Costs and expenses:
Operating costs		58,471			51,296			219,146			194,594
Depreciation and amortization expense		1,951			1,723			8,231			6,490
Selling, general and administrative expense		16,895			17,084			68,379			71,209
Total costs and expenses		77,317			70,103			295,756			272,293
Operating income		4,497			4,967			20,451			13,660
Interest income and other income (expense), net		(27	)		15			(126	)		549
Interest expense		(259	)		(223	)		(1,017	)		(943	)
Income before income taxes		4,211			4,759			19,308			13,266
Income tax expense (benefit)		(7,005	)		1,035			(4,662	)		3,780
Net income	$	11,216		$	3,724		$	23,970		$	9,486
Earnings per common share - Basic	$	0.30		$	0.10		$	0.65		$	0.26
Earnings per common share - Diluted	$	0.30		$	0.10		$	0.64		$	0.26

FURMANITE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	December 31, 2011		December 31, 2010
Cash	$	34,524	$	37,170
Trade receivables, net		71,508		63,630
Inventories		26,557		24,366
Other current assets		13,171		5,951
Total current assets		145,760		131,117
Property and equipment, net		34,060		30,720
Other assets		27,412		20,264
Total assets	$	207,232	$	182,101
Total current liabilities	$	41,999	$	42,936
Total long-term debt		31,051		30,085
Other liabilities		15,293		10,992
Total stockholders’ equity		118,889		98,088
Total liabilities and stockholders’ equity	$	207,232	$	182,101

FURMANITE CORPORATION

CONDENSED CONSOLIDATED CASH FLOWS

(in thousands)

	For the Twelve Months Ended December 31,
	2011			2010
Net income	$	23,970		$	9,486
Depreciation, amortization and other non-cash items		921			7,661
Working capital changes		(17,003	)		(9,311	)
Net cash provided by operating activities		7,888			7,836
Capital expenditures		(6,450	)		(7,312	)
Acquisition of assets and business		(4,073	)		(350	)
Proceeds from sale of assets		137			574
Payments on debt		(207	)		(237	)
Proceeds from issuance of debt		—			78
Issuance of common stock		270			578
Effect of exchange rate changes on cash		(211	)		(114	)
(Decrease) increase in cash and cash equivalents		(2,646	)		1,053
Cash and cash equivalents at beginning of year		37,170			36,117
Cash and cash equivalents at end of year	$	34,524		$	37,170

EX-99.2

Furmanite Corporation

QUARTER AND YEAR ENDED

DECEMBER 31, 2011

Charles R. Cox, Chairman & CEO

Joseph E. Milliron, President & COO

Robert S. Muff, Principal Financial Officer

Exhibit 99.2

2

Certain of the Company’s statements in this presentation 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 plans, beliefs,

expectations, intentions 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

presentation and the Company’s Form 10-K as of December 31, 2011 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 presentation are based on information presently

available to management, and the Company assumes no obligation to update any forward-

looking statements.

Furmanite Corporation

QUARTER AND YEAR ENDED

DECEMBER 31, 2011

Charles R. Cox, Chairman & CEO

3

4

Full Year

•

Revenues up $30.3 million

•

Operating income up $2.3 million, excluding restructuring and

impairment costs

•

Net income up $1.5 million, excluding restructuring, impairment

costs and non-recurring tax related benefits

•

Not satisfied with full year or fourth quarter results relative to

potential

•

Identified issues were specific, not fundamental in nature, and

currently being addressed

•

Significant internal investment planned for 2012 and 2013 to

support Service Line and Geographic Growth Strategies

Financial Overview

5

•

Positive trends continuing in Americas, UK and Australia

•

Unclear direction in Central Europe, Scandinavia

•

Cautious optimism continues

•

Still not counting on consistently better markets

Business Conditions

6

•

Service Line (“SL”) Strategies initiated

•

Investment to support SL Strategies planned for 2012 and 2013

•

Orange Way Matrix organizational concept in place

•

Values, Culture Change and Overall Growth Strategies Unchanged

•

Corporate HQ move to Houston, Texas on schedule

Strategic

Update

7

•

Continue to get closer to our Customers and their needs

•

Finalize “Orange Way”

Global Matrix Organization

•

Appoint Service Line Teams to Implement “World Leader Vision”

•

Assemble Senior Marketing, Operations & Support Leadership in

new Houston HQ

•

Embed “Orange Code”

Culture, Drive Growth Strategies & Project

Execution Excellence

2012 Priorities

To safely and ethically establish

Furmanite as the World leader in all our

Service Lines by 2014, through

Innovation, Global Teamwork, Market

Dominance, Project Excellence and

Customer Service Perfection.

“The World Leader in All

Service Lines

by

2014”

8

Furmanite Vision

Furmanite Corporation

QUARTER AND YEAR ENDED

DECEMBER 31, 2011

Financial Review

Robert S. Muff, Principal Financial Officer

9

Consolidated Income Statements

($ in 000s except percentages and per share amounts) (Unaudited)

10

For the Three Months Ended

December 31,

2011

% of

Rev

2010

% of

Rev

Change

Revenues

$       81,814

100.0%

$      75,070

100.0%

$       6,744

Operating costs

57,600

70.4%

51,115

68.1%

6,485

Depreciation and amortization expense

1,951

2.4%

1,723

2.3%

228

Selling, general and administrative expense

16,819

20.6%

16,268

21.7%

551

Operating income, excluding restructuring costs

5,444

6.7%

5,964

7.9%

(520)

Restructuring and impairment costs

947

1.2%

997

1.3%

(50)

Operating income

4,497

5.5%

4,967

6.6%

(470)

Interest and other income (expense), net

(286)

(208)

(78)

Income before income taxes

4,211

4,759

(548)

Income tax expense (benefit)

(7,005)

1,035

(8,040)

Net income

$       11,216

$        3,724

$      7,492

Diluted EPS

$         0.30

$         0.10

$        0.20

Adjusted Diluted EPS*

$         0.12

$         0.13

$       (0.01)

* Excludes $0.1 million of restructuring charges, net of tax, $0.9 million impairment charge and $7.7 million income tax benefit from valuation

allowance reversal in the United States for the three months ended December 31, 2011.  Excludes $1.0 million of restructuring

charges for the three months ended December 31, 2010.

Consolidated Income Statements

($ in 000s except percentages and per share amounts)

11

For the Twelve Months Ended

December 31,

2011

% of

Rev

2010

% of

Rev

Change

Revenues

$     316,207

100.0%

$     285,953

100.0%

$      30,254

Operating costs

218,132

69.0%

192,595

67.4%

25,537

Depreciation and amortization expense

8,231

2.6%

6,490

2.3%

1,741

Selling, general and administrative expense

68,176

21.6%

67,495

23.6%

681

Operating income, excluding restructuring costs

21,668

6.9%

19,373

6.8%

2,295

Restructuring and impairment costs

1,217

0.4%

5,713

2.0%

(4,496)

Operating income

20,451

6.5%

13,660

4.8%

6,791

Interest and other income (expense), net

(1,143)

(394)

(749)

Income before income taxes

19,308

13,266

6,042

Income tax expense (benefit)

(4,662)

3,780

(8,442)

Net income

$       23,970

$        9,486

$      14,484

Diluted EPS

$          0.64

$         0.26

$        0.38

Adjusted Diluted EPS*

$          0.44

$         0.40

$        0.04

* Excludes $0.3 million of restructuring charges, net of tax, $0.9 million impairment charge and $8.9 million income tax benefits from valuation

allowance

reversal

in

the

United

States

and

acquisition

related

tax

benefit

for

the

twelve

months

ended

December

31,

2011.

Excludes

$5.2 million of restructuring charges,

net of tax for the twelve months ended December 31, 2010.

Adjustments for Currency Rates

2011 amounts at 2010 exchange rates

($ in 000s except percentages) (Unaudited)

12

For the Three Months Ended

For the Twelve Months Ended

December 31,

December 31,

2011

2010

Change

2011

2010

Change

Revenues

$    81,814

$    75,070

$    6,744

$   316,207

$    285,953

$   30,254

Currency adjusted revenues

$    82,040

$    75,070

$    6,970

$   306,445

$    285,953

$   20,492

Operating income

$      4,497

$      4,967

$     (470)

$     20,451

$      13,660

$     6,791

Currency adjusted operating income

$      4,470

$      4,967

$     (497)

$     19,300

$      13,660

$     5,640

Net income

$    11,216

$      3,724

$     7,492

$     23,970

$        9,486

$   14,484

Currency adjusted net income

$    11,309

$      3,724

$   7,585

$     23,702

$        9,486

$   14,216

Revenues Adjusted for Currency Rates

2011 amounts at 2010 exchange rates

($ in 000s except percentages) (Unaudited)

13

For the Twelve Months Ended

December 31,

2011

2010

Change

Revenues

Americas

$   158,515

$    135,174

$ 23,341

17%

EMEA

118,649

109,373

9,276

8%

Asia-Pacific

39,043

41,406

(2,363)

-6%

Total revenues

$  316,207

$    285,953

$ 30,254

11%

Currency adjusted revenues:

Americas

$   158,182

$    135,174

$  23,008

17%

EMEA

113,199

109,373

3,826

3%

Asia-Pacific

35,064

41,406

(6,342)

-15%

Total currency adjusted revenues

$  306,445

$    285,953

$  20,492

7%

Allocation of headquarter costs based on revenues

($ in 000s except percentages) (Unaudited)

14

For the Twelve Months Ended

December 31, 2011

Americas

EMEA

Asia-

Pacific

Corporate

& Other

Total

Operating income

$ 19,717

$    8,995

$   5,404

$   (13,665)

$  20,451

Allocation of headquarter costs

(6,763)

(5,205)

(1,697)

13,665

–

Adjusted operating income

$  12,954

$   3,790

$     3,707

–

$   20,451

For the Twelve Months Ended

December 31, 2010

Americas

EMEA

Asia-

Pacific

Corporate

& Other

Total

Operating income

$     16,208

$    1,970

$  10,891

$  (15,409)

$  13,660

Allocation of headquarter costs

(7,228)

(5,983)

(2,198)

15,409

–

Adjusted operating income (loss)

$    8,980

$  (4,013)

$     8,693

–

$   13,660

Adjustments for Currency Rates

2011 amounts at 2010 exchange rates

($ in 000s) (Unaudited)

15

For the Twelve Months Ended

December 31,

2011

2010

Change

Operating income (loss) after allocation of headquarter

costs:

Americas

$     12,954  

$    8,980

$     3,974

EMEA

3,790

(4,013)

7,803

Asia-Pacific

3,707

8,693

(4,986)

Total operating income after allocation of

headquarter costs

$    20,451

$   13,660

$     6,791

Currency adjusted operating income (loss) after

allocation of headquarter costs:

Americas

$     12,859

$    8,980

$     3,879

EMEA

3,318

(4,013)

7,331

Asia-Pacific

3,123

8,693

(5,570)

Total currency adjusted operating income after

allocation of headquarter costs

$     19,300

$   13,660

$    5,640

Condensed Consolidated Balance Sheets

($ in 000s)

16

December 31,

December 31,

2011

2010

Change

Cash

$            34,524

$            37,170

$       (2,646)

Trade receivables, net

71,508

63,630

7,878

Inventories

26,557

24,366

2,191

Other current assets

13,171

5,951

7,220

Total current assets

145,760

131,117

14,643

Property and equipment, net

34,060

30,720

3,340

Other assets

27,412

20,264

7,148

Total assets

$         207,232

$         182,101

$     25,131

Total current liabilities

$            41,999

$            42,936

$      (937)

Total long-term debt

31,051

30,085

966

Other liabilities

15,293

10,992

4,301

Total stockholders' equity

118,889

98,088

20,801

Total liabilities and

stockholders' equity

$        207,232

$        182,101

$     25,131

Condensed Consolidated Cash Flows

($ in 000s)

17

For the Twelve Months Ended

December 31,

2011

2010

Change

Net income

$      23,970

$      9,486

$      14,484

Depreciation, amortization and other non-cash items

921

7,661

(6,740)

Working capital changes

(17,003)

(9,311)

(7,692)

Net cash provide by operating activities

7,888

7,836

52

Capital expenditures

(6,450)

(7,312)

862

Acquisition of assets and business

(4,073)

(350)

(3,723)

Payments on debt

(207)

(237)

30

Other, net

407

1,230

(823)

Effect of exchange rate changes on cash

(211)

(114)

(97)

(Decrease) increase in cash and cash equivalents

(2,646)

1,053

(3,699)

Cash and cash equivalents at beginning of year

37,170

36,117

1,053

Cash and cash equivalents at end of year

$      34,524

$       37,170

$       (2,646)

Furmanite Corporation

QUARTER AND YEAR ENDED

DECEMBER 31, 2011

Operations Review

Joseph E. Milliron, President and Chief Operating Officer

18

19

at December 31, 2011

•

1,646 total employees, including temporary technicians

–

7 less than December 31, 2010

•

1,201 technicians, including temporary technicians

–

11 higher than December 31, 2010

•

445 selling, general and administrative (SG&A) personnel

–

18 less than December 31, 2010

Costs aligned with revenues

As of December 31, 2011

20

21

Total

Americas

EMEA

APAC

On-line Services  4

th

Qtr. 2011

$   34,410

$   18,462

$  12,220

$    3,728

On-line Services  4

th

Qtr. 2010

29,052

15,240

10,457

3,355

Variance

$     5,358

$    3,222     $    1,763     $       373

On-line Services  YTD 2011

$   124,836

$  67,139

$  43,909

$    13,788

On-line Services  YTD 2010

104,651

51,076

37,051

16,524

Variance

$     20,185

$   16,063    

$   6,858     $   (2,736)

Business

and

Geographic

Data

–

On-line¹

Services

Revenues

($ in 000’s) (Unaudited)

1

Formerly referred to as under-pressure services

Business

and

Geographic

Data

–

Off-line¹

Services

Revenues

($ in 000’s) (Unaudited)

22

1

Formerly referred to as turnaround services

Total

Americas

EMEA

APAC

Off-line Services  4

th

Qtr. 2011

$    34,622

$    18,632

$    11,110

$     4,880

Off-line Services  4

th

Qtr 2010

35,218

18,625

11,520

5,073

Variance

$      (596)      

$           7     $      (410)    

$   (193)       

Off-line Services  YTD 2011

$   137,883

$    66,785

$    50,147

$    20,951

Off-line Services  YTD 2010

132,171

61,601

50,674

19,896

Variance

$     5,712

$      5,184

$     (527)

$     

1,055     

Furmanite Corporation

Review of 2011

March 6, 2012

www.furmanite.com

23