10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2013

OR

¨ 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

(Exact name of registrant as specified in its charter)

Delaware	74-1191271
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
10370 Richmond Avenue Suite 600 Houston, Texas	77042
(Address of principal executive offices)	(Zip Code)

(713) 634-7777

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

There were 37,416,566 shares of the registrant’s common stock outstanding as of July 29, 2013.

FURMANITE CORPORATION AND SUBSIDIARIES

INDEX

	Page Number
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3
PART I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2013 (unaudited) and December 31, 2012	4
Consolidated Income Statements for the Three and Six Months Ended June 30, 2013 and 2012 (unaudited)	5
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June  30, 2013 and 2012 (unaudited)	6
Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended June  30, 2013 (unaudited) and for the Year Ended December 31, 2012	7
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012 (unaudited)	8
Notes to Consolidated Financial Statements (unaudited)	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures About Market Risk	36
Item 4. Controls and Procedures	36
PART II. Other Information
Item 1. Legal Proceedings	37
Item 1A. Risk Factors	37
Item 6. Exhibits	38

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) may contain forward-looking statements within the meaning of sections 27A of the Securities Act of 1933, as amended, and 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included in this Report, including, but not limited to, statements regarding the Company’s future financial position, business strategy, budgets, projected costs, savings and plans, and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. The Company bases its forward-looking statements on reasonable beliefs and assumptions, current expectations, estimates and projections about itself and its industry. The Company cautions that these statements are not guarantees of future performance and involve certain risks and uncertainties that cannot be predicted. In addition, the Company based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate and actual results may differ materially from those expressed or implied by the forward-looking statements. One is cautioned not to place undue reliance on such statements, which speak only as of the date of this Report. Unless otherwise required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, or otherwise.

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PART I — FINANCIAL INFORMATION

ITEM 1. Financial Statements

FURMANITE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	June 30, 2013			December 31, 2012
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	24,688		$	33,185
Accounts receivable, trade (net of allowance for doubtful accounts of $1,275 and $1,648 as of June 30, 2013 and December 31, 2012, respectively)		93,111			77,042
Inventories:
Raw materials and supplies		23,668			23,146
Work-in-process		11,485			8,449
Finished goods		214			116
Deferred tax assets, current		3,477			7,612
Prepaid expenses and other current assets		5,818			7,743
Total current assets		162,461			157,293
Property and equipment		98,143			93,375
Less: accumulated depreciation and amortization		(52,876	)		(51,132	)
Property and equipment, net		45,267			42,243
Goodwill		15,524			15,524
Deferred tax assets, non-current		4,908			5,276
Intangible and other assets, net		13,661			11,292
Total assets	$	241,821		$	231,628
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	1,360		$	2,190
Accounts payable		21,095			21,595
Accrued expenses and other current liabilities		28,686			25,728
Income taxes payable		872			926
Total current liabilities		52,013			50,439
Long-term debt, non-current		41,045			39,609
Net pension liability		17,089			18,536
Other liabilities		4,253			3,965
Commitments and contingencies (Note 12)
Stockholders’ equity:
Series B Preferred Stock, unlimited shares authorized, none outstanding		—			—
Common stock, no par value; 60,000,000 shares authorized; 41,425,529 and 41,329,538 shares issued as of June 30, 2013 and December 31, 2012, respectively		4,795			4,783
Additional paid-in capital		135,226			134,521
Retained earnings		21,727			12,402
Accumulated other comprehensive loss		(16,314	)		(14,614	)
Treasury stock, at cost (4,008,963 shares)		(18,013	)		(18,013	)
Total stockholders’ equity		127,421			119,079
Total liabilities and stockholders’ equity	$	241,821		$	231,628

The accompanying notes are an integral part of these consolidated financial statements.

4

FURMANITE CORPORATION AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS

(in thousands, except per share data)

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012			2013			2012
Revenues	$	108,376		$	85,928		$	197,414		$	157,710
Costs and expenses:
Operating costs (exclusive of depreciation and amortization)		71,697			58,326			134,428			110,678
Depreciation and amortization expense		2,679			1,964			5,508			3,989
Selling, general and administrative expense		22,376			20,835			41,776			38,991
Total costs and expenses		96,752			81,125			181,712			153,658
Operating income		11,624			4,803			15,702			4,052
Interest income and other income (expense), net		(181	)		(72	)		148			(200	)
Interest expense		(278	)		(197	)		(556	)		(598	)
Income before income taxes		11,165			4,534			15,294			3,254
Income tax expense		(4,404	)		(2,690	)		(5,969	)		(2,240	)
Net income	$	6,761		$	1,844		$	9,325		$	1,014
Earnings per common share:
Basic	$	0.18		$	0.05		$	0.25		$	0.03
Diluted	$	0.18		$	0.05		$	0.25		$	0.03
Weighted-average number of common and common equivalent shares used in computing earnings per common share:
Basic		37,402			37,253			37,372			37,229
Diluted		37,552			37,342			37,521			37,357

The accompanying notes are an integral part of these consolidated financial statements.

5

FURMANITE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012			2013			2012
Net income	$	6,761		$	1,844		$	9,325		$	1,014
Other comprehensive income (loss) before tax:
Defined benefit pension plans:
Prior service cost arising during period		(46	)		(57	)		(117	)		(91	)
Net gain arising during period		325			597			2,099			284
Less: Amortization of prior service cost included in net periodic pension cost		23			24			47			48
Defined benefit pension plans, net		302			564			2,029			241
Unrealized gain on interest rate swap		503			—			503			—
Foreign currency translation adjustments		(1,273	)		(1,404	)		(3,543	)		251
Total other comprehensive income (loss) before tax		(468	)		(840	)		(1,011	)		492
Income tax expense related to components of other comprehensive income (loss)		(274	)		(142	)		(689	)		(61	)
Other comprehensive income (loss), net of tax		(742	)		(982	)		(1,700	)		431
Comprehensive income	$	6,019		$	862		$	7,625		$	1,445

The accompanying notes are an integral part of these consolidated financial statements.

6

FURMANITE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2013 (Unaudited) and Year Ended December 31, 2012

(in thousands, except share data)

	Common Shares				Common		Additional Paid-In		Retained		Accumulated Other Comprehensive			Treasury			Total
	Issued		Treasury		Stock		Capital		Earnings		Loss			Stock
Balances at January 1, 2012		41,140,538		4,008,963	$	4,765	$	133,062	$	11,597	$	(12,522	)	$	(18,013	)	$	118,889
Net income		—		—		—		—		805		—			—			805
Stock-based compensation and stock option exercises		189,000		—		18		1,459		—		—			—			1,477
Change in pension net actuarial loss and prior service credit, net of tax		—		—		—		—		—		(4,329	)		—			(4,329	)
Foreign currency translation adjustment		—		—		—		—		—		2,237			—			2,237
Balances at December 31, 2012		41,329,538		4,008,963	$	4,783	$	134,521	$	12,402	$	(14,614	)	$	(18,013	)	$	119,079
Net income		—		—		—		—		9,325		—			—			9,325
Stock-based compensation, stock option exercises and vesting of restricted stock		95,991		—		12		705		—		—			—			717
Change in pension net actuarial loss and prior service credit, net of tax		—		—		—		—		—		1,541			—			1,541
Unrealized gain on interest rate swap, net of tax		—		—		—		—		—		302			—			302
Foreign currency translation adjustment		—		—		—		—		—		(3,543	)		—			(3,543	)
Balances at June 30, 2013		41,425,529		4,008,963	$	4,795	$	135,226	$	21,727	$	(16,314	)	$	(18,013	)	$	127,421

The accompanying notes are an integral part of these consolidated financial statements.

7

FURMANITE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	For the Six Months Ended June 30,
	2013			2012
Operating activities:
Net income	$	9,325		$	1,014
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization		5,508			3,989
Provision for doubtful accounts		38			1,169
Stock-based compensation expense		624			539
Deferred income taxes		4,048			1,213
Other, net		163			252
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		(16,252	)		(9,066	)
Inventories		(3,759	)		(5,149	)
Prepaid expenses and other current assets		706			1,967
Accounts payable		(593	)		2,355
Accrued expenses and other current liabilities		2,531			3,177
Income taxes payable		226			(1,334	)
Other, net		(65	)		229
Net cash provided by operating activities		2,500			355
Investing activities:
Capital expenditures		(6,818	)		(3,309	)
Acquisition of businesses		(905	)		(9,259	)
Proceeds from sale of assets		30			108
Net cash used in investing activities		(7,693	)		(12,460	)
Financing activities:
Payments on debt		(2,227	)		(32,714	)
Proceeds from issuance of debt		—			39,300
Debt issuance costs		—			(595	)
Issuance of common stock		93			416
Net cash (used in) provided by financing activities		(2,134	)		6,407
Effect of exchange rate changes on cash		(1,170	)		(93	)
Decrease in cash and cash equivalents		(8,497	)		(5,791	)
Cash and cash equivalents at beginning of period		33,185			34,524
Cash and cash equivalents at end of period	$	24,688		$	28,733
Supplemental cash flow information:
Cash paid for interest	$	473		$	402
Cash paid for income taxes, net of refunds received	$	1,740		$	2,488
Non-cash investing and financing activities:
Issuance of notes payable to equity holders related to acquisition of businesses	$	2,801		$	—
Receivable for stock options exercise	$	—		$	126

The accompanying notes are an integral part of these consolidated financial statements.

8

FURMANITE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2013

(Unaudited)

1. General and Summary of Significant Accounting Policies

General

The consolidated interim financial statements include the accounts of Furmanite Corporation (the “Parent Company”) and its subsidiaries (collectively, the “Company” or “Furmanite”). All intercompany transactions and balances have been eliminated in consolidation. These unaudited consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnote disclosures required by U.S. GAAP for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 as filed with the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) and accruals, necessary for a fair presentation of the financial statements, have been made. Interim results of operations are not necessarily indicative of the results that may be expected for the full year.

Revenue Recognition

Revenues are recorded in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition, when realized or realizable, and earned.

Revenues are recognized using the completed-contract method, when persuasive evidence of an arrangement exists, services to customers have been rendered or products have been delivered, the selling price is fixed or determinable and collectability is reasonably assured. Revenues are recorded net of sales tax. Substantially all projects are short term in nature; however, the Company occasionally enters into contracts that are longer in duration that represent multiple element arrangements, which include a combination of services and products. The Company separates deliverables into units of accounting based on whether the deliverables have standalone value to the customer. The arrangement consideration is allocated to the separate units of accounting based on each unit’s relative selling price generally determined using vendor specific objective evidence. Revenues are recognized for the separate units of accounting when services to customers have been rendered or products have been delivered and risk of ownership has passed to the customer. The Company provides limited warranties to customers, depending upon the service performed. Warranty claim costs were not material during either of the three or six months ended June 30, 2013 or 2012.

Inventories

Inventories are valued at the lower of cost or market. Cost is determined using the weighted average cost method. Inventory quantities on hand are reviewed regularly based on related service levels and functionality, and carrying cost is reduced to net realizable value for inventories in which their cost exceeds their utility, due to physical deterioration, obsolescence, changes in price levels or other causes. The cost of inventories consumed or products sold are included in operating costs.

Operating Costs

Operating costs include direct and indirect labor along with related fringe benefits, materials, freight, travel, engineering, vehicles, equipment rental and restructuring charges, and are expensed when the associated revenue is recognized or as incurred. Direct costs related to projects for which the earnings process have not been completed and therefore not qualifying for revenue recognition are recorded as work-in-process inventory.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include payroll and related fringe benefits, marketing, travel, rent, information technology, insurance, professional fees and restructuring charges, and are expensed as incurred.

9

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred income taxes are recognized for the expected further tax consequences of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. These balances are measured using the enacted tax rates expected to apply in the year(s) in which these temporary differences are expected to reverse. The effect on deferred income taxes of a change in tax rates is recognized as an income tax expense or benefit in the period when the change is enacted.

Based on consideration of all available evidence regarding their utilization, net deferred tax assets are recorded to the extent that it is more likely than not that they will be realized. Where, based on the weight of all available evidence, it is more likely than not that some amount of a deferred tax asset will not be realized, a valuation allowance is established for that amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. In concluding whether a valuation allowance on domestic federal, state or foreign income taxes is required, the Company considers all relevant factors, including the history of operating income and losses, future taxable income and the nature of the deferred tax assets.

Income tax expense differs from the expected tax at statutory rates due primarily to changes in valuation allowances for certain deferred tax assets and different tax rates in the various foreign jurisdictions. Additionally, the aggregate tax expense is not always consistent when comparing periods due to the changing mix of income (loss) before income taxes within the countries in which the Company operates. Interim period income tax expense or benefit is computed at the estimated annual effective income tax rate, unless adjusted for specific discrete items as required.

The tax benefit from uncertain tax positions is recognized only if it is more likely than not that the tax position will be sustained on examination by the applicable taxing authorities, based on the technical merits of the position. The tax benefit recognized is based on the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with the taxing authority. Uncertain tax positions in certain foreign jurisdictions would not impact the effective foreign tax rate where unrecognized non-current tax benefits are offset by fully reserved net operating loss carryforwards. The Company recognizes interest expense on underpayments of income taxes and accrued penalties related to unrecognized non-current tax benefits as part of the income tax provision.

Recent Accounting Pronouncements

In July 2012, the FASB issued ASU 2012-02, Intangibles–Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. In this update, an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is more likely than not that the indefinite-lived intangible asset is impaired, the entity is then required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Subtopic 350-30. However, if an entity concludes otherwise, then no further action is required. The adoption of this guidance on January 1, 2013 did not have any impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This guidance is effective for fiscal years beginning after December 15, 2012. The update adds new disclosure requirements including the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, entities would instead cross reference to the related note to the financial statements for additional information. The adoption of this guidance on January 1, 2013 resulted in the addition of certain financial disclosure information, but did not have a material impact on the Company’s consolidated financial statements.

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2. Acquisition

On June 29, 2012, Furmanite America, Inc. (“Furmanite America”), a wholly owned subsidiary of the Company, entered into and consummated an Asset Purchase Agreement to acquire certain assets, including inventory, equipment and intangible assets, all of which relate to operations in the Americas (which includes operations in North America, South America and Latin America), of the Houston Service Center (“HSC”) of MCC Holdings, Inc., a wholly owned subsidiary of Crane Energy Flow Solutions, for total cash consideration of $9.3 million. HSC provides valve and actuator repair, maintenance and testing services to customers in the refining, petrochemical and power industries. In connection with the acquisition, the Company borrowed an additional $9.3 million from its existing revolving credit facility.

3. Earnings Per Share

Basic earnings per share (“EPS”) are calculated as net income divided by the weighted-average number of shares of common stock outstanding during the period, which includes restricted stock. Restricted shares of the Company’s common stock have full voting rights and participate equally with common stock in dividends declared, if any, and undistributed earnings. As participating securities, the shares of restricted stock are included in the calculation of basic EPS using the two-class method. Diluted earnings per share assumes issuance of the net incremental shares from stock options and restricted stock units when dilutive. The weighted-average common shares outstanding used to calculate diluted earnings per share reflect the dilutive effect of common stock equivalents including options to purchase shares of common stock and restricted stock units, using the treasury stock method.

Basic and diluted weighted-average common shares outstanding and earnings per share include the following (in thousands, except per share data):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2013		2012		2013		2012
Net income	$	6,761	$	1,844	$	9,325	$	1,014
Basic weighted-average common shares outstanding		37,402		37,253		37,372		37,229
Dilutive effect of common stock equivalents		150		89		149		128
Diluted weighted-average common shares outstanding		37,552		37,342		37,521		37,357
Earnings per share:
Basic	$	0.18	$	0.05	$	0.25	$	0.03
Dilutive	$	0.18	$	0.05	$	0.25	$	0.03
Stock options and restricted stock units excluded from diluted weighted-average common shares outstanding because their inclusion would have an anti-dilutive effect:		1,126		1,583		1,010		930

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4. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

	June 30, 2013		December 31, 2012
Compensation and benefits1	$	19,734	$	16,609
Estimated potential uninsured liability claims		1,934		1,934
Value added tax payable		1,524		1,284
Professional, audit and legal fees		1,289		1,508
Taxes other than income		1,232		1,346
Rent		552		568
Other employee related expenses		439		222
Customer deposits		133		795
Interest		47		24
Other2		1,802		1,438
	$	28,686	$	25,728

¹  Includes restructuring accruals of $0.4 million and $2.0 million as of June 30, 2013 and December 31, 2012, respectively.

²  Includes restructuring accruals of $32 thousand and $0.1 million as of June 30, 2013 and December 31, 2012, respectively.

5. Restructuring

The Company committed to certain cost reduction initiatives during the second quarters of 2010 and 2012, including planned workforce reductions and restructuring of certain functions. The Company has taken these specific actions in order to more strategically align the Company’s operating, selling, general and administrative costs relative to revenues.

2010 Cost Reduction Initiative

The Company committed to a cost reduction initiative in 2010 (the “2010 Cost Reduction Initiative”), primarily related to the restructuring of certain functions within the Company’s EMEA operations (which include operations in Europe, the Middle East and Africa) in order to improve the operational and administrative efficiency of its EMEA operations. The Company had substantially completed the 2010 Cost Reduction Initiative at the end of 2012, with total costs incurred since its inception of approximately $4.0 million. As of June 30, 2013, future cash payments of approximately $0.3 million are expected in connection with this initiative, all of which are expected to be paid in 2013. There were no restructuring costs incurred for either the three or six months ended June 30, 2013, nor for the three months ended June 30, 2012 and insignificant restructuring costs incurred for the six months ended June 30, 2012 related to this initiative.

2012 Cost Reduction Initiative

In 2012, the Company committed to another cost reduction initiative (the “2012 Cost Reduction Initiative”) related to further restructuring of its European operations within EMEA. This restructuring initiative included additional workforce reductions throughout the Company’s operating, selling, general and administrative functions. The Company has taken these specific actions in order to further reduce administrative and overhead expenses and streamline its European operations’ structure for improved operational efficiencies in the wake of the continued challenging economic conditions in the region. The Company had substantially completed the 2012 Cost Reduction Initiative at the end of 2012, with total restructuring costs incurred since inception of approximately $3.4 million, which primarily related to one-time termination benefits. As of June 30, 2013, future cash payments of approximately $0.1 million are expected in connection with this initiative, all of which are expected to be paid in 2013.

There were no restructuring costs incurred for the three and six months ended June 30, 2013 related to this initiative. For each of the three and six months ended June 30, 2012, restructuring costs of $0.1 million and $0.6 million are included in operating costs and selling, general and administrative expenses, respectively.

12

Estimated and actual expenses including severance, lease cancellations, and other restructuring costs, in connection with these initiatives, have been recognized in accordance with FASB ASC 420-10, Exit or Disposal Cost Obligations, and FASB ASC 712-10, Nonretirement Postemployment Benefits.

Restructuring costs associated with the 2010 and 2012 Cost Reduction Initiatives were incurred in the Company’s EMEA segment and consist of the following (in thousands):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2013		2012		2013		2012
Severance and benefit costs	$	—	$	643	$	—	$	644
Lease termination costs		—		61		—		61
Other restructuring costs		—		42		—		42
Total	$	—	$	746	$	—	$	747

The activity related to reserves associated with the remaining cost reduction initiatives for the six months ended June 30, 2013, is as follows (in thousands):

	Reserve at December 31, 2012		Charges		Cash payments			Foreign currency adjustments			Reserve at June 30, 2013
2010 Cost Reduction Initiative
Severance and benefit costs	$	436	$	—	$	(101	)	$	(7	)	$	328
Lease termination costs		24		—		—			—			24
Other restructuring costs		19		—		(18	)		—			1
2012 Cost Reduction Initiative
Severance and benefit costs		1,533		—		(1,420	)		(23	)		90
Lease termination costs		76		—		(75	)		(1	)		—
Other restructuring costs		33		—		(27	)		1			7
Total	$	2,121	$	—	$	(1,641	)	$	(30	)	$	450

Total workforce reductions related to the 2010 and 2012 Cost Reduction Initiatives included terminations of 138 employees, all of which are related to the Company’s EMEA segment.

6. Long-Term Debt

Long-term debt consists of the following (in thousands):

	June 30, 2013			December 31, 2012
Borrowings under the revolving credit facility (the “Credit Agreement”)	$	39,300		$	39,300
Capital leases		30			45
Notes payable		2,801			1,010
Other debt		274			1,444
Total long-term debt		42,405			41,799
Less: current portion of long-term debt		(1,360	)		(2,190	)
Total long-term debt, non-current	$	41,045		$	39,609

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Credit Facilities

On March 5, 2012, certain foreign subsidiaries (the “foreign subsidiary designated borrowers”) of Furmanite Worldwide, Inc. (“FWI”), a wholly owned subsidiary of the Company, and FWI entered into a credit agreement with a banking syndicate led by JPMorgan Chase Bank, N.A., as Administrative Agent (the “Credit Agreement”). The Credit Agreement, which matures on February 28, 2017, provides a revolving credit facility of up to $75.0 million. A portion of the amount available under the Credit Agreement (not in excess of $20.0 million) is available for the issuance of letters of credit. In addition, a portion of the amount available under the Credit Agreement (not in excess of $7.5 million in the aggregate) is available for swing line loans to FWI. The loans outstanding to the foreign subsidiary designated borrowers under the Credit Agreement may not exceed $50.0 million in the aggregate.

At June 30, 2013, $39.3 million was outstanding under the Credit Agreement. Borrowings under the Credit Agreement bear interest at variable rates (based on the prime rate, federal funds rate or Eurocurrency rate, at the option of the borrower, including a margin above such rates, and subject to an adjustment based on a calculated Funded Debt to Adjusted EBITDA ratio (the “Leverage Ratio” as defined in the Credit Agreement)), which was 2.0% at June 30, 2013. On April 30, 2013, the Company entered into a forward-dated interest rate swap to mitigate the risk of changes in the variable interest rate. The effect of the swap is to fix the interest rate at 0.75% plus the margin and Leverage Ratio adjustment, as described above, beginning April 29, 2014 through February 28, 2017 on the $39.3 million currently outstanding under the Credit Agreement. See Note 10 for further information regarding the interest rate swap. The Credit Agreement contains a commitment fee, which ranges from 0.25% to 0.30% based on the Leverage Ratio (0.25% at June 30, 2013), and is based on the unused portion of the amount available under the Credit Agreement. Adjusted EBITDA is net income (loss) plus interest, income taxes, depreciation and amortization, and other non-cash expenses minus income tax credits and non-cash items increasing net income (loss) as defined in the Credit Agreement. All obligations under the Credit Agreement are guaranteed by FWI and certain of its subsidiaries under a guaranty and collateral agreement, and are secured by a first priority lien on FWI and certain of its subsidiaries’ assets (which approximated $164.7 million as of June 30, 2013). The Parent Company has granted a security interest in its stock of FWI as collateral security for the lenders under the Credit Agreement, but is not a party to the Credit Agreement.

The Credit Agreement includes financial covenants, which require that the Company maintain: (i) a Leverage Ratio of no more than 2.75 to 1.00 as of the last day of each fiscal quarter, measured on a trailing four-quarters basis, (ii) a fixed charge coverage ratio of at least 1.25 to 1.00, defined as Adjusted EBITDA minus capital expenditures / interest plus cash taxes plus scheduled payments of debt plus Restricted Payments made (i.e. all dividends, distributions and other payments in respect of capital stock, sinking funds or similar deposits on account thereof or other returns of capital, redemption or repurchases of equity interests, and any payments to Parent or its subsidiaries (other than FWI and its subsidiaries)), and (iii) a minimum asset coverage of at least 1.50 to 1.00, defined as cash plus net accounts receivable plus net inventory plus net property, plant and equipment of FWI and its material subsidiaries that are subject to a first priority perfected lien in favor of the Administrative Agent and the Lenders / Funded Debt. FWI is also subject to certain other compliance provisions including, but not limited to, restrictions on indebtedness, guarantees, dividends and other contingent obligations and transactions. Events of default under the Credit Agreement include customary events, such as change of control, breach of covenants or breach of representations and warranties. At June 30, 2013, FWI was in compliance with all covenants under the Credit Agreement.

Considering the outstanding borrowings of $39.3 million, and $1.5 million related to outstanding letters of credit, the unused borrowing capacity under the Credit Agreement was $34.2 million at June 30, 2013.

Notes Payable and Other Debt

On February 23, 2011, in connection with the acquisition of Self Leveling Machines, Inc. and certain assets of Self Levelling Machines Pty. Ltd., the Company issued $5.1 million ($2.9 million denominated in U.S. dollars and $2.2 million denominated in Australian dollars) of notes payable (the “SLM Notes”), payable in installments through February 23, 2013. All obligations under the SLM Notes were secured by a first priority lien on the assets acquired in the acquisition. Upon full settlement of the SLM Notes in February 2013 and resultant release of the lien by the sellers’ equity holders, the acquired assets became assets secured under the Credit Agreement. At December 31, 2012, $1.0 million was outstanding under the SLM Notes. The SLM Notes bore interest at a fixed rate of 2.5% per annum.

On January 1, 2013, in connection with an asset purchase, the Company issued a $1.9 million promissory note, which bears interest at 5.0% per annum and will be paid in four equal annual installments of $0.5 million beginning January 1, 2014, with the final installment payment due on January 1, 2017.

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On February 28, 2013, in connection with acquired assets, the Company issued a $0.9 million note payable due on March 1, 2014.

In 2012, the Company incurred $1.4 million of debt in connection with an asset purchase. The debt is payable in installments with approximately $1.2 million due in 2013 and approximately $0.1 million due in both 2014 and 2015, with $0.3 million and $1.4 million outstanding at June 30, 2013 and December 31, 2012, respectively.

7. Retirement Plans

Two of the Company’s foreign subsidiaries have defined benefit pension plans, one plan covering certain of its United Kingdom employees (the “U.K. Plan”) and the other covering certain of its Norwegian employees (the “Norwegian Plan”). As the Norwegian Plan represents less than three percent of both the Company’s total pension plan liabilities and total pension plan assets, only the schedule of net periodic pension cost includes combined amounts from the two plans, while assumption and narrative information relates solely to the U.K. Plan.

Net periodic pension cost for the U.K. and Norwegian Plans includes the following components (in thousands):

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012			2013			2012
Service cost	$	216		$	256		$	438		$	514
Interest cost		849			893			1,716			1,785
Expected return on plan assets		(868	)		(792	)		(1,754	)		(1,584	)
Amortization of prior service cost		(23	)		(24	)		(47	)		(48	)
Amortization of net actuarial loss		328			228			664			456
Net periodic pension cost	$	502		$	561		$	1,017		$	1,123

The expected long-term rate of return on invested assets is determined based on the weighted average of expected returns on asset investment categories as follows: 5.7% overall, 7.0% for equities and 3.7% for bonds. The Company expects to contribute $1.9 million to the pension plan for 2013, of which $0.5 million has been contributed through June 30, 2013.

8. Stock-Based Compensation

The Company has stock option plans and agreements for officers, directors and key employees which allow for the issuance of stock options, restricted stock, restricted stock units and stock appreciation rights. For the three and six months ended June 30, 2013, the total compensation cost charged against income and included in selling, general and administrative expenses for stock-based compensation arrangement was $0.4 million and $0.6 million, respectively, and $0.3 million and $0.5 million for the three and six months ended June 30, 2012, respectively. The expense for the three and six months ended June 30, 2012 included $0.1 million associated with the accelerated vesting of awards in connection with the retirement of one of the Company’s directors.

During the first quarter of 2013, the Company granted an aggregate of 30,000 shares of restricted stock awards to its outside directors and options to an employee to purchase 35,000 shares of its common stock with a grant date fair market value of $6.05 and $3.51 per share, respectively. Additionally, 46,403 restricted stock units with a grant date fair value of $0.3 million vested, resulting in the issuance of 36,391 shares of common stock, net of 10,012 shares which were withheld for tax obligations of the grantees, as allowed under the plan. During the second quarter of 2013, the Company granted to certain employees an aggregate of 459,032 restricted stock units and options to purchase an aggregate of 344,900 shares of its common stock with a grant date fair market value of $6.89 and $3.93 per share, respectively. The restricted stock units are subject to forfeiture unless certain performance objectives are achieved.

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During the first quarter of 2012, the Company granted 154,721 restricted stock units to certain employees with a grant date fair market value of $6.99 per share and 40,000 shares of restricted stock awards to its directors at a grant date fair value of $6.99 per share. In the second quarter of 2012, the Company granted options to an employee to purchase 30,000 shares of its common stock with a grant date fair market value of $2.71 per share. In addition, during the second quarter of 2012, the Company granted to certain employees 402,469 restricted stock units and options to purchase 801,658 shares of its common stock with a grant date fair market value of $4.63 and $2.61 per share, respectively. The restricted stock units and stock options are subject to forfeiture unless certain performance objectives are achieved.

The Company uses authorized but unissued shares of common stock for stock option exercises and restricted stock issuances pursuant to the Company’s share-based compensation plan and treasury stock for issuances outside of the plan. As of June 30, 2013, the total unrecognized compensation expense related to stock options and restricted stock awards was $2.9 million and $4.9 million, respectively.

9. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss in the equity section of the consolidated balance sheets includes the following (in thousands):

	June 30, 2013			December 31, 2012
Net actuarial loss and prior service credit	$	(20,159	)	$	(22,188	)
Less: deferred tax benefit		4,847			5,335
Net of tax		(15,312	)		(16,853	)
Change in fair value of interest rate swap		503			—
Less: deferred tax liability		(201	)		—
Net of tax		302			—
Foreign currency translation adjustment		(1,304	)		2,239
Total accumulated other comprehensive loss	$	(16,314	)	$	(14,614	)

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Changes in accumulated other comprehensive income (loss) by component in the consolidated statements of comprehensive income include the following for the three and six months ended June 30, (in thousands):

	Defined Benefit Pension Items			Interest Rate Swap		Foreign Currency Items			Accumulated Other Comprehensive Loss
Three months ended June 30, 2013:
Beginning balance, net	$	(15,541	)	$	—	$	(31	)	$	(15,572	)
Other comprehensive income (loss) before reclassifications1		(3	)		302		(1,273	)		(974	)
Amounts reclassified from accumulated other comprehensive income2 3		232			—		—			232
Net other comprehensive income (loss)		229			302		(1,273	)		(742	)
Ending balance, net	$	(15,312	)	$	302	$	(1,304	)	$	(16,314	)
Three months ended June 30, 2012:
Beginning balance, net	$	(12,766	)	$	—	$	1,657		$	(11,109	)
Other comprehensive income (loss) before reclassifications1		268			—		(1,404	)		(1,136	)
Amounts reclassified from accumulated other comprehensive income2 3		154			—		—			154
Net other comprehensive income (loss)		422			—		(1,404	)		(982	)
Ending balance, net	$	(12,344	)	$	—	$	253		$	(12,091	)
Six months ended June 30, 2013:
Beginning balance, net	$	(16,853	)	$	—	$	2,239		$	(14,614	)
Other comprehensive income (loss) before reclassifications1		1,072			302		(3,543	)		(2,169	)
Amounts reclassified from accumulated other comprehensive income2 3		469			—		—			469
Net other comprehensive income (loss)		1,541			302		(3,543	)		(1,700	)
Ending balance, net	$	(15,312	)	$	302	$	(1,304	)	$	(16,314	)
Six months ended June 30, 2012:
Beginning balance, net	$	(12,524	)	$	—	$	2		$	(12,522	)
Other comprehensive income before reclassifications1		(128	)		—		251			123
Amounts reclassified from accumulated other comprehensive income2 3		308			—		—			308
Net other comprehensive income		180			—		251			431
Ending balance, net	$	(12,344	)	$	—	$	253		$	(12,091	)

¹  Net of tax expense of $0.1 million and $0.5 million for the three and six months ended June 30, 2013, respectively, and $0.1 million for each of the three and six months ended June 30, 2012 for the defined benefit pension plans. Net of tax expense of $0.2 million for the three and six months ended June 30, 2013 for the interest rate swap.

²  Net of tax expense of $0.1 million for defined benefit pension plans for each of the three and six months ended June 30, 2013 and 2012.

³  Reclassification adjustments out of accumulated comprehensive income for amortization of prior service cost are included in the computation of net periodic pension cost. See Note 7 for additional details.

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10. Derivative Instruments and Hedging Activities

The Company manages economic risk, including interest rate, liquidity and credit risks primarily by managing the amount, sources, and duration of its debt funding and, to a limited extent, the use of derivative instruments. The Company does not enter into derivative instruments for speculative purposes.

During the three months ended June 30, 2013, the Company entered into a forward-dated interest rate swap to hedge interest rate risk on its $39.3 million Credit Agreement. The Company’s objective in using the interest rate derivative is to manage exposure to interest rate movements and add stability to interest expense. Upon inception, the interest rate swap has been designated as a cash flow hedge and involves the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreement without exchange of the underlying notional amount.

The following table summarizes the terms of the interest rate swap outstanding at June 30, 2013 (in thousands).

Type	Effective Date		Maturity Date		Fixed Rate			Floating Rate		Notional Amount
Interest rate swap		April 29, 2014		February 28, 2017		0.75	%		1 Month LIBOR	$	39,300

The table below presents the fair value of the Company’s derivative financial instrument as well as its classification on the consolidated balance sheets as of June 30, 2013 (in thousands).

		Asset Derivative Instruments			Liability Derivative Instruments
		June 30, 2013			June 30, 2013
	Classification	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Interest rate swap	Current	Prepaid expenses and other current assets	$	—	Accrued expenses and other current liabilities	$	—
Interest rate swap	Non-current	Intangible and other assets, net		503	Other liabilities		—
Total			$	503		$	—

See Note 14 for additional information on the fair value of the Company’s interest rate swap. The Company had no outstanding derivative instruments at December 31, 2012.

The Company has concluded that the hedging relationship for the interest rate swap is highly effective. The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in other comprehensive income and will be subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivative is recognized directly in earnings and included in interest income and other income (expense) on the consolidated statements of income.

Amounts reported in other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The Company estimates that approximately $30 thousand will be reclassified from other comprehensive income as an increase to interest expense over the next twelve months.

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The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of comprehensive income (in thousands).

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2013		2012		2013		2012
Amount of income recognized in other comprehensive income (loss) for the interest rate swap, net of tax (effective portion)	$	302	$	—	$	302	$	—
Amount of loss reclassified from accumulated other comprehensive loss into interest expense for the interest rate swap, net of tax (effective portion)		—		—		—		—
Amount of loss reclassified from accumulated other comprehensive loss into interest income and other income (expense) for the interest rate swap, net of tax (ineffective portion)		—		—		—		—

Derivative financial agreements expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company believes it minimizes the credit risk by transacting with major credit-worthy financial institutions.

11. Income Taxes

For the six months ended June 30, 2013 and 2012, the Company recorded income tax expense of $6.0 million and $2.2 million, respectively. For the three months ended June 30, 2013 and 2012, the Company recorded income tax expense of $4.4 million and $2.7 million, respectively. For the three and six months ended June 30, 2013 and 2012, the income tax expense reflects the Company’s estimated annual effective income tax rate considering the statutory rates in the countries in which the Company operates and the effects of valuation allowance changes for certain foreign entities.

Income tax expense as a percentage of income before income taxes was approximately 39.4% and 59.3% for the three months ended June 30, 2013 and 2012, respectively, and 39.0% and 68.8% for the six months ended June 30, 2013 and 2012, respectively. The difference in the income tax rates between periods is related to changes in the mix of income or loss before income taxes between countries whose income taxes are offset by full valuation allowance and those that are not, and differing statutory tax rates in the countries in which the Company incurs tax liabilities.

Unrecognized Tax Benefits

A reconciliation of the change in the unrecognized tax benefits for the three months ended June 30, 2013 is as follows (in thousands):

Balance at December 31, 2012	$	1,149
Additions based on tax positions		276
Reductions due to lapses of statutes of limitations		(218	)
Balance at June 30, 2013	$	1,207

Unrecognized tax benefits at June 30, 2013 and December 31, 2012 of $1.2 million and $1.1 million, respectively, for uncertain tax positions, primarily related to transfer pricing, are included in other liabilities on the consolidated balance sheets and would impact the effective tax rate for certain foreign jurisdictions if recognized.

The Company incurred no significant interest or penalties for the three or six months ended June 30, 2013 or 2012 related to underpayments of income taxes or uncertain tax positions.

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12. Commitments and Contingencies

The operations of the Company are subject to federal, state and local laws and regulations in the U.S. and various foreign locations relating to protection of the environment. Although the Company believes its operations are in compliance with applicable environmental regulations, there can be no assurance that costs and liabilities will not be incurred by the Company. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies thereunder, and claims for damages to property or persons resulting from operations of the Company, could result in costs and liabilities to the Company. The Company has recorded, in other liabilities, an undiscounted reserve for environmental liabilities related to the remediation of site contamination for properties in the U.S. in the amount of $0.9 million as of June 30, 2013 and December 31, 2012. While there is a reasonable possibility due to the inherent nature of environmental liabilities that a loss exceeding amounts already recognized could occur, the Company does not believe such amounts would be material to its financial statements.

Furmanite America, Inc., a subsidiary of the Company, is involved in disputes with a customer, INEOS USA LLC, which claims that the subsidiary failed to provide it with satisfactory services at the customer’s facilities. On April 17, 2009, the customer initiated legal action against the subsidiary in the Common Pleas Court of Allen County, Ohio, alleging that the subsidiary and one of its former employees, who performed data services at one of the customer’s facilities, breached its contract with the customer and failed to provide the customer with adequate and timely information to support the subsidiary’s work at the customer’s facility from 1998 through the second quarter of 2005. The customer’s complaint seeks damages in an amount that the subsidiary believes represents the total proposed civil penalty, plus the cost of unspecified supplemental environmental projects requested by the regulatory agency to reduce air emissions at the customer’s facility, and also seeks unspecified punitive damages. The subsidiary believes that it provided the customer with adequate and timely information to support the subsidiary’s work at the customer’s facilities and will vigorously defend against the customer’s claim.

The Company has other contingent liabilities resulting from litigation, claims and commitments incident to the ordinary course of business.

While the Company cannot make an assessment of the eventual outcome of all of these matters or determine the extent, if any, of any potential uninsured liability or damage, reserves of $1.9 million for all matters are recorded in accrued expenses and other current liabilities as of both June 30, 2013 and December 31, 2012. While there is a reasonable possibility that a loss exceeding amounts already recognized could occur, the Company does not believe such amounts would be material to its financial statements.

Management believes, after consulting with counsel, that the ultimate resolution of such contingencies will not have a material adverse effect on the financial position, results of operations or liquidity of the Company.

13. Business Segment Data and Geographical Information

The Company provides specialized technical services to a domestic and international client base that includes petroleum refineries, chemical plants, pipelines, offshore drilling and production platforms, steel mills, food and beverage processing facilities, power generation, and other flow-process industries.

An operating segment is defined as a component of an enterprise about which separate financial information is available that is evaluated regularly by the chief decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. For financial reporting purposes, the Company operates in three segments which comprise the Company’s three geographical areas: the Americas, EMEA and Asia-Pacific.

The Company evaluates performance based on the operating income (loss) from each segment which excludes interest income and other income (expense), interest expense, and income tax expense (benefit). The accounting policies of the reportable segments are the same as those described in Note 1. Intersegment revenues are recorded at cost plus a profit margin. All transactions and balances between segments are eliminated in consolidation.

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The following is a summary of the financial information of the Company’s reportable segments as of and for the three and six months ended June 30, 2013 and 2012 reconciled to the amounts reported in the consolidated financial statements (in thousands):

	Americas			EMEA			Asia-Pacific			Reconciling Items			Total
Three months ended June 30, 2013:
Revenues from external customers1	$	74,347		$	24,694		$	9,335		$	—		$	108,376
Intersegment revenues2		2,432			2,800			277			(5,509	)		—
Operating income (loss)34	$	13,122		$	3,001		$	1,274		$	(5,773	)	$	11,624
Allocation of headquarter costs5		(3,950	)		(1,328	)		(495	)		5,773			—
Adjusted operating income	$	9,172		$	1,673		$	779		$	—		$	11,624
Three months ended June 30, 2012:
Revenues from external customers1	$	46,944		$	27,485		$	11,499		$	—		$	85,928
Intersegment revenues2		935			2,019			400			(3,354	)		—
Operating income (loss)34	$	6,244		$	1,466		$	2,587		$	(5,494	)	$	4,803
Allocation of headquarter costs5		(2,984	)		(1,777	)		(733	)		5,494			—
Adjusted operating income (loss)	$	3,260		$	(311	)	$	1,854		$	—		$	4,803
Six months ended June 30, 2013:
Revenues from external customers1	$	135,107		$	44,999		$	17,308		$	—		$	197,414
Intersegment revenues2		4,713			5,128			328			(10,169	)		—
Operating income (loss)34	$	20,326		$	3,803		$	1,909		$	(10,336	)	$	15,702
Allocation of headquarter costs5		(7,058	)		(2,374	)		(904	)		10,336			—
Adjusted operating income	$	13,268		$	1,429		$	1,005		$	—		$	15,702
Six months ended June 30, 2012:
Revenues from external customers1	$	87,642		$	50,512		$	19,556		$	—		$	157,710
Intersegment revenues2		1,138			3,629			618			(5,385	)		—
Operating income (loss)34	$	10,599		$	270		$	2,813		$	(9,630	)	$	4,052
Allocation of headquarter costs5		(5,338	)		(3,094	)		(1,198	)		9,630			—
Adjusted operating income (loss)	$	5,261		$	(2,824	)	$	1,615		$	—		$	4,052

¹  Included in the Americas are United States revenues of $72.2 million and $131.6 million for the three and six months ended June 30, 2013, respectively, and $46.5 million and $86.7 million for the three and six months ended June 30, 2012, respectively.

²  Reconciling Items represent eliminations or reversals of transactions between reportable segments.

³  Reconciling Items represent certain corporate overhead costs, including executive management, strategic planning, treasury, legal, human resources, information technology, and accounting risk management, which are not allocated to reportable segments.

⁴  Includes corporate headquarter relocation charges of $0.7 million and $1.5 million for the three and six months ended June 30, 2012, respectively, in reconciling items, and restructuring charges of $0.7 million in EMEA for each of the three and six months ended June 30, 2012. No relocation charges or restructuring charges were incurred in the three or six months ended June 30, 2013.

⁵  Represents the allocation of headquarter costs and operating income (loss) had the Company allocated such costs based on the segments’ respective revenues. Historically, the Company has not allocated headquarter costs to its operating segments.

Goodwill in the Americas at both June 30, 2013 and December 31, 2012 totaled $7.0 million. Goodwill in EMEA and Asia-Pacific totaled $6.6 million and $1.9 million, respectively, at each of June 30, 2013 and December 31, 2012.

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The following geographical area information includes total long-lived assets (which consist of all non-current assets, other than goodwill, indefinite-lived intangible assets and deferred tax assets) based on physical location (in thousands):

	June 30, 2013		December 31, 2012
Americas	$	42,110	$	34,532
EMEA		10,233		11,417
Asia-Pacific		3,699		4,672
Total long-lived assets	$	56,042	$	50,621

14. Fair Value of Financial Instruments and Credit Risk

Fair value is defined under FASB ASC 820, Fair Value Measurement (“ASC 820”), as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of the observable inputs and minimize the use of unobservable inputs. The standard established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.

• 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.

The following table presents the Company’s fair value hierarchy for its financial instruments that required disclosure of their fair values on a recurring basis as of June 30, 2013 (in thousands).

	Fair Value		Level 1		Level 2		Level 3
Interest rate swap asset as of June 30, 2013	$	503	$	—	$	503	$	—

The estimated fair value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their carrying amounts due to the relatively short period to maturity of these instruments. The interest rate swap asset is recorded at fair value on a recurring basis based on models using inputs, such as interest rate yield curves, LIBOR swap curves and OIS curves, observable for substantially the full term of the contract. See Note 10 for additional information on the Company’s interest rate swap. The estimated fair value of all debt as of June 30, 2013 and December 31, 2012 approximated the carrying value. These fair values were estimated based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements, when quoted market prices were not available. The estimated fair value of the Company’s financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange.

There were no transfers between Levels of the fair value hierarchy during the three or six months ended June 30, 2013 or 2012.

The Company provides services to a domestic and international client base that includes petroleum refineries, chemical plants, offshore energy production platforms, steel mills, nuclear power stations, conventional power stations, pulp and paper mills, food and beverage processing plants, other flow process facilities. The Company does not believe that it has a significant concentration of credit risk at June 30, 2013, as the Company’s accounts receivable are generated from these business industries with customers located throughout the Americas, EMEA and Asia-Pacific.

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15. Subsequent Event

On July 15, 2013, Furmanite America entered into an Asset Purchase Agreement (“APA”) to acquire certain assets, including working capital, equipment and intangible assets, all of which relate to operations in the Americas, of the Engineering and Construction segment (“ENG E&C”) of ENGlobal Corporation (the “Seller”). The current employees within these operations, totaling approximately 900 full-time professionals, will transition to Furmanite America in connection with this transaction. The transaction is expected to be completed within 60 days from the date of the execution of the APA. Upon closing, Furmanite America will make a cash payment estimated at approximately $18.0 million for the acquired net working capital, net of reserves. The working capital payment is subject to adjustment for working capital changes through the effective date, as defined in the APA. In addition, Furmanite America will enter into a four year 4% interest per annum promissory note with the Seller in the principal amount of $3.5 million. In connection with the acquisition, the Company expects to borrow an additional $18.0 million under its Credit Agreement.

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FURMANITE CORPORATION AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto of Furmanite Corporation included in Item 1 of this Quarterly Report on Form 10-Q.

Business Overview

Furmanite Corporation, (the “Parent Company”), together with its subsidiaries (collectively the “Company” or “Furmanite”) was incorporated in 1953 and conducts its principal business through its subsidiaries in the technical services industry. The Parent Company’s common stock, no par value, trades under the ticker symbol “FRM” on the New York Stock Exchange.

The Company provides specialized technical services, including on-line services, which include leak sealing, hot tapping, line stopping, line isolation, composite repair, valve testing and certain non-destructive testing and inspection services. In addition, the Company provides off-line services, which include on-site machining, heat treatment, bolting, valve repair and other non-destructive testing and inspection services; and other services including smart shim services, concrete repair, engineering services, and valve and other products and manufacturing. These services and products are provided primarily to electric power generating plants, petroleum industry, which include refineries and offshore drilling rigs (including subsea), chemical plants and other process industries in the Americas (which includes operations in North America, South America and Latin America), EMEA (which includes operations in Europe, the Middle East and Africa) and Asia-Pacific through Furmanite.

Financial Overview

For the three and six months ended June 30, 2013, consolidated revenues increased by $22.5 million and $39.7 million, respectively, and operating income increased by $6.8 million and $11.7 million, respectively, compared to the three and six months ended June 30, 2012. These increases related primarily to volume increases in on-line and off-line services in the Americas associated with leak sealing, hot tapping, line isolation, heat treatment, on-site machining, valve repair, and non-destructive testing and inspection services. The operating results in 2013 were positively impacted by improved utilization of labor and increased leverage on fixed costs from higher revenue levels in the current year period as the Company’s strategic global organization structure takes hold, resulting in successes in obtaining work it had not historically participated in, including securing multiple service line projects and cross selling of services. In addition, operating results in the prior year period were unfavorably affected by several factors, including the impact from its cost reduction initiatives and the relocation of its corporate headquarters.

Net income for the three and six months ended June 30, 2013 of $6.8 million and $9.3 million, respectively, represented an increase of $4.9 million and $8.3 million, respectively, compared to the three and six months ended June 30, 2012. The Company’s diluted earnings per share for the three and six months ended June 30, 2013 were $0.18 and $0.25, respectively, compared to $0.05 and $0.03 for the three and six months ended June 30, 2012, respectively.

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Results of Operations

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012			2013			2012
Revenues	$	108,376		$	85,928		$	197,414		$	157,710
Costs and expenses:
Operating costs (exclusive of depreciation and amortization)		71,697			58,326			134,428			110,678
Depreciation and amortization expense		2,679			1,964			5,508			3,989
Selling, general and administrative expense		22,376			20,835			41,776			38,991
Total costs and expenses		96,752			81,125			181,712			153,658
Operating income		11,624			4,803			15,702			4,052
Interest income and other income (expense), net		(181	)		(72	)		148			(200	)
Interest expense		(278	)		(197	)		(556	)		(598	)
Income before income taxes		11,165			4,534			15,294			3,254
Income tax expense		(4,404	)		(2,690	)		(5,969	)		(2,240	)
Net income	$	6,761		$	1,844		$	9,325		$	1,014
Earnings per common share:
Basic	$	0.18		$	0.05		$	0.25		$	0.03
Diluted	$	0.18		$	0.05		$	0.25		$	0.03
Additional Revenue Information:
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012			2013			2012
On-line services	$	38,212		$	29,949		$	69,565		$	60,094
Off-line services		58,351			42,652			103,927			71,370
Other services		11,813			13,327			23,922			26,246
Total revenues	$	108,376		$	85,928		$	197,414		$	157,710

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Business Segment and Geographical Information

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012			2013			2012
	(in thousands)
Revenues:
Americas	$	74,347		$	46,944		$	135,107		$	87,642
EMEA		24,694			27,485			44,999			50,512
Asia-Pacific		9,335			11,499			17,308			19,556
Total revenues		108,376			85,928			197,414			157,710
Costs and expenses:
Operating costs (exclusive of depreciation and amortization)
Americas		48,939			32,136			91,701			60,776
EMEA		16,650			19,466			31,163			37,666
Asia-Pacific		6,108			6,724			11,564			12,236
Total operating costs (exclusive of depreciation and amortization)		71,697			58,326			134,428			110,678
Operating costs as a percentage of revenue		66.2	%		67.9	%		68.1	%		70.2	%
Depreciation and amortization expense
Americas, including corporate		1,904			1,119			3,850			2,258
EMEA		444			440			979			893
Asia-Pacific		331			405			679			838
Total depreciation and amortization expense		2,679			1,964			5,508			3,989
Depreciation and amortization expense as a percentage of revenue		2.5	%		2.3	%		2.8	%		2.5	%
Selling, general and administrative expense
Americas, including corporate1		16,157			12,937			29,565			23,647
EMEA		4,598			6,118			9,056			11,678
Asia-Pacific		1,621			1,780			3,155			3,666
Total selling general and administrative expense		22,376			20,835			41,776			38,991
Selling, general and administrative expense as a percentage of revenue		20.6	%		24.2	%		21.2	%		24.7	%
Total costs and expenses	$	96,752		$	81,125		$	181,712		$	153,658

¹ Includes corporate overhead costs of $5.8 million and $5.5 million for the three months ended June 30, 2013 and 2012, respectively, and $10.3 million and $9.6 million for the six months ended June 30, 2013 and 2012, respectively.

Geographical areas, based on physical location, are the Americas (including corporate), EMEA and Asia-Pacific. The following discussion and analysis, as it relates to geographic information, excludes intercompany transactions and any allocation of headquarter costs to EMEA or Asia-Pacific.

Revenues

For the six months ended June 30, 2013, consolidated revenues increased by $39.7 million, or 25.2%, to $197.4 million, compared to $157.7 million for the six months ended June 30, 2012. Changes related to foreign currency exchange rates unfavorably impacted revenues by $0.7 million, of which $0.5 million and $0.2 million were related to unfavorable impacts in EMEA and Asia-Pacific, respectively. Excluding the foreign currency exchange rate impact, revenues increased by $40.4 million, or 25.6%, for the six months ended June 30, 2013 compared to the same period in 2012. This $40.4 million increase in revenues consisted of a $47.4 million increase in the Americas but was partially offset by decreases of $5.0 million and $2.0 million in EMEA and Asia-Pacific, respectively. The increase in revenues in the Americas, resulting from a combination of acquisition-related growth and early successes attributable to organizational structure improvements, was primarily related to increases in off-line and on-line services, which increased approximately 88% and 31%, respectively, when compared to revenues in the same period in 2012. Over half of the increase in off-line services was related to volume increases in heat treatment, on-site machining and valve repair services with the remainder of the increase primarily attributable to non-destructive testing and inspection services. Increases in on-line services primarily related to volume increases in leak sealing, hot tapping and line isolation services. The decrease in revenues in EMEA,

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which was almost wholly attributable to its central European locations, was related to volume decreases in valve repair, leak sealing and other products and manufacturing services. These decreases were partially offset by moderate volume increases in bolting services within off-line services as well as line stopping and composite repair services within on-line services. The decrease in revenues in Asia-Pacific, which all related to the three month period ended June 30, 2013, were primarily attributable to decreases in both on-line and off-line services, and primarily consisted of volume decreases in leak sealing and composite repair services within on-line services and bolting services within off-line services as a large project was completed in the second quarter of 2012 with no such projects completed in the current year second quarter. These decreases were partially offset by increases in hot tapping services within on-line services and on-site machining services within off-line services.

For the three months ended June 30, 2013, consolidated revenues increased by $22.5 million, or 26.1%, to $108.4 million, compared to $85.9 million for the three months ended June 30, 2012. Changes related to foreign currency exchange rates unfavorably impacted revenues by $0.4 million, of which $0.3 million and $0.1 million were related to unfavorable impacts in EMEA and Asia-Pacific, respectively. Excluding the foreign currency exchange rate impact, revenues increased by $22.9 million, or 26.6%, for the three months ended June 30, 2013 compared to the same period in 2012. This $22.9 million increase in revenues consisted of an increase of $27.4 million in the Americas, which was partially offset by decreases of $2.5 million and $2.0 million in EMEA and Asia-Pacific, respectively. Revenue increases in the Americas were primarily related to increases in off-line and on-line services, which increased approximately 81% and 47%, respectively, when compared to revenues in the same period in 2012. Approximately 60% of the increase in off-line services was the result of volume increases in heat treatment, on-site machining and valve repair services with the balance of the increase associated with non-destructive testing and inspection services, while a majority of the increase in on-line services related to volume increases in leak sealing, line isolation and hot tapping services. The decrease in revenues in EMEA primarily related to decreases in off-line services, the majority of which consisted of volume decreases in valve repair and on-site machining services. Revenue decreases in Asia-Pacific were primarily attributable to the factors identified in the previous paragraph.

Operating Costs (exclusive of depreciation and amortization)

For the six months ended June 30, 2013, operating costs increased $23.7 million, or 21.4%, to $134.4 million, compared to $110.7 million for the six months ended June 30, 2012. Changes related to foreign currency exchange rates favorably impacted costs by $0.5 million, of which $0.3 million and $0.2 million were related to favorable impacts from EMEA and Asia-Pacific, respectively. Excluding the foreign currency exchange rate impact, operating costs increased $24.2 million, or 21.9%, for the six months ended June 30, 2013, compared to the same period in 2012. This change consisted of a $30.9 million increase in the Americas, partially offset by a decrease of $6.2 million and $0.5 million in EMEA and Asia-Pacific, respectively. The increase in operating costs in the Americas was primarily related to higher labor and material costs of approximately 41% as well as higher travel and leasing costs of approximately 9% when compared to the same period in 2012, which were attributable to the increase in revenues. The decrease in operating costs in EMEA was associated with reductions in labor and material costs of approximately 14% when compared to the same period in 2012 as a result of a decrease in activity levels and the effect of the prior year cost reduction initiative. The operating costs in Asia-Pacific decreased due to decreases in labor and material costs of approximately 4% when compared to the same period in 2012 as a result of decreased activity levels.

For the three months ended June 30, 2013, operating costs increased $13.4 million, or 22.9%, to $71.7 million, compared to $58.3 million for the three months ended June 30, 2012. Changes related to foreign currency exchange rates favorably impacted costs by $0.2 million, and related primarily to favorable impacts in EMEA. Excluding the foreign currency exchange rate impact, operating costs increased by $13.6 million, or 23.3%, for the three months ended June 30, 2013, compared to the same period in 2012. This change consisted of an increase of $16.8 million in the Americas, which was partially offset by decreases of $2.6 million and $0.6 million in EMEA and Asia-Pacific, respectively. The increase in operating costs in the Americas was primarily attributable to an increase in labor and material costs of approximately 43% and higher travel and leasing costs of approximately 9%, associated with the increase in revenues, when compared to the same period in 2012. The operating costs in EMEA decreased due to decreases in labor and material costs of approximately 11% when compared to the same period in 2012. The decrease in operating costs in Asia-Pacific was primarily due to decreases in labor costs of approximately 8% associated with the decreases in revenues when compared to the same period in 2012.

Operating costs as a percentage of revenue decreased to 68.1% from 70.2% for the six months ended June 30, 2013 and 2012, respectively, and decreased to 66.2% from 67.9% for the three months ended June 30, 2013 and 2012, respectively. The percentage of operating costs to revenues for the three and six months ended June 30, 2013 was lower compared to the same period in 2012 primarily due to the increase in revenues, which resulted in improved utilization of labor and better absorption of

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fixed costs in the Americas, as well as a favorable mix of services, including several higher margin projects, and better utilization of labor in EMEA as a result of the prior year cost reduction initiative.

Depreciation and Amortization

For the three and six months ended June 30, 2013, depreciation and amortization expense increased $0.7 million and $1.5 million, respectively, when compared to the same periods in 2012, as a result of an increase in the average balance of depreciable property and equipment associated with $16.5 million of acquisition-related long-term and intangible assets combined with capital expenditures of approximately $12.8 million placed in service over the twelve-month period ended June 30, 2013. Changes related to foreign currency exchange rates had an insignificant impact on depreciation and amortization expense for each of the three and six months ended June 30, 2013. Depreciation and amortization expense related to acquisition-related assets in the twelve-month period ended June 30, 2013 was $0.9 million and $1.9 million for the three and six months ended June 30, 2013, respectively.

Selling, General and Administrative

For the six months ended June 30, 2013, selling, general and administrative expenses increased $2.8 million, or 7.1%, to $41.8 million compared to $39.0 million for the six months ended June 30, 2012. Changes related to foreign currency exchange rates were insignificant for the six months ended June 30, 2013. This increase in selling, general and administrative costs consisted of a $5.9 million increase in the Americas, partially offset by decreases of $2.6 million and $0.5 million in EMEA and Asia-Pacific, respectively. Selling, general and administrative expense increases in the Americas were related to an increase in personnel and related costs of approximately 25% when compared to the same period in 2012, associated primarily with increased activity levels, as well as the impact from the implementation of the Company’s strategic global organizational structure. Partially offsetting the effects of these increases was $1.5 million of costs included in the six months ended June 30, 2012 in connection with the prior year’s relocation of the Company’s corporate headquarters to Houston, Texas, for which no similar costs were incurred in the same period in 2013. In EMEA, decreases in selling, general and administrative costs were primarily related to reductions in salary and related costs of approximately 9% when compared to the same period in 2012, and were associated with the cost reduction initiative in 2012. In addition, the six months ended June 30, 2012 included $0.6 million of severance related restructuring costs, for which no similar costs were incurred in the same period in 2013. In Asia-Pacific, decreases in selling, general and administrative costs were primarily a result of the decreased activity levels within the region.

For the three months ended June 30, 2013, selling, general and administrative expenses increased $1.6 million, or 7.7%, to $22.4 million compared to $20.8 million for the three months ended June 30, 2012. Changes related to foreign currency exchange rates were insignificant for the three months ended June 30, 2013. This $1.6 million increase in selling, general and administrative expenses consisted of a $3.2 million increase in the Americas, partially offset by $1.4 million and $0.2 million decreases in EMEA and Asia-Pacific, respectively. The increase in selling, general and administrative expenses in the Americas was related to an increase in personnel and related costs of approximately 26% when compared to the same period in 2012, associated primarily with increased activity levels, as well as the impact from the implementation of the Company’s strategic global organizational structure. Partially offsetting the effects of these increases was $0.7 million of costs included in the three months ended June 30, 2012 in connection with the prior year’s relocation of the Company’s corporate headquarters to Houston, Texas, for which no similar costs were incurred in the same period in 2013. Decreases in selling, general and administrative expenses in EMEA were primarily related to reductions in salary and related costs of approximately 8% when compared to the same period in 2012, and were associated with the cost reduction initiative in 2012. In addition, the three months ended June 30, 2012 included severance related restructuring costs which totaled $0.6 million, and for which no similar costs were incurred in the same period in 2013. In Asia-Pacific, decreases in selling, general and administrative expenses were primarily related to the decreased activity levels within the region.

Selling, general and administrative costs as a percentage of revenues decreased to 20.6% and 21.2% for the three and six months ended June 30, 2013, respectively, compared to 24.2% and 24.7% for the three and six months ended June 30, 2012, respectively, principally as a result of the increased leverage on higher revenue levels and the effects of the prior year cost reduction initiative.

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Other Income

Interest Income and Other Income (Expense), Net

For the three and six months ended June 30, 2013, interest income and other income (expense) increased $0.1 million and decreased $0.3 million, respectively, when compared to the same periods in 2012. Changes within interest income and other income (expense) primarily relate to fluctuations within foreign currency exchange gains and losses.

Interest Expense

For the six months ended June 30, 2013, consolidated interest expense remained consistent with the same period in 2012 as a slightly higher average interest rate on notes payable in 2013 was offset by the acceleration of $0.2 million of debt issuance costs in 2012 due to the termination of a previous credit agreement. For the three months ended June 30, 2013, consolidated interest expense increased $0.1 million when compared to the same period in 2012 due to a slightly higher interest rate on notes payable in the current year period.

Income Taxes

For the six months ended June 30, 2013 and 2012, the Company recorded income tax expense of $6.0 million and $2.2 million, respectively. For the three months ended June 30, 2013 and 2012, the Company recorded income tax expense of $4.4 million and $2.7 million, respectively. For the three and six months ended June 30, 2013 and 2012, the income tax expense reflects the Company’s estimated annual effective income tax rate considering the statutory rates in the countries in which the Company operates and the effects of valuation allowance changes for certain foreign entities.

Income tax expense as a percentage of income before income taxes was approximately 39.4% and 39.0% for the three and six months ended June 30, 2013, respectively, compared to 59.3% and 68.8% for the three and six months ended June 30, 2012, respectively. The difference in the income tax rates between periods is related to changes in the mix of income or loss before income taxes between countries whose income taxes are offset by full valuation allowances and those that are not, and differing statutory rates in the countries in which the Company incurs tax liabilities. The lower estimated annual effective tax rate in the current year period is attributable to higher levels of pre-tax income combined with reduced losses in the central European countries with valuation allowances on their deferred tax assets.

Liquidity and Capital Resources

The Company’s liquidity and capital resources requirements include the funding of working capital needs, the funding of capital investments and the financing of internal growth.

Net cash provided by operating activities for the six months ended June 30, 2013 increased to $2.5 million compared to $0.4 million in the six months ended June 30, 2012. The increase in net cash provided by operating activities resulted from an increase in net income and non-cash items in the current year period, which were partially offset by changes in working capital requirements. Changes in working capital, primarily associated with increased activity levels and acquisitions, decreased cash flow by approximately $17.2 million for the six months ended June 30, 2013 compared with a decrease of $7.8 million for the same period in 2012.

Net cash used in investing activities decreased to $7.7 million for the six months ended June 30, 2013 from $12.5 million for the six months ended June 30, 2012 primarily due to a decrease in cash paid for acquisitions, offset by an increase in capital expenditures during the six months ended June 30, 2013. In 2013, the Company paid $0.9 million in connection with acquisitions, as compared to $9.3 million of cash paid in connection with the acquisition of the Houston Service Center of MCC Holdings, Inc. (“HSC”) in 2012. Capital expenditures increased to $6.8 million for the six months ended June 30, 2013 from $3.3 million for the six months ended June 30, 2012. The increase in capital expenditures in the 2013 period compared to the 2012 period is consistent with the Company’s expectations for increased capital investment in the current year.

Consolidated capital expenditures for the calendar year 2013 have been budgeted at $16.0 million. Such expenditures, however, will depend on many factors beyond the Company’s control, including, without limitation, demand for services as well as domestic and foreign government regulations. No assurance can be given that required capital expenditures will not exceed anticipated amounts during 2013 or thereafter. Capital expenditures during the year are expected to be funded from existing cash and anticipated cash flows from operations.

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Net cash used in financing activities was $2.1 million for the six months ended June 30, 2013 compared to net cash provided by financing activities of $6.4 million for the six months ended June 30, 2012. The Company’s financing activities in the six months ended June 30, 2013 consisted of payments on debt, offset by cash received from the issuance of common stock. During the six months ended June 30, 2012, the Company entered into a new credit facility and received borrowings of $30.0 million from the new credit facility in order to pay its remaining outstanding principal balance of $30.0 million upon the termination of the previous credit facility and paid $0.6 million of costs in connection with the refinancing of its credit facility. In addition, during the six months ended June 30, 2012, the Company borrowed an additional $9.3 million on its new credit facility to fund the HSC acquisition and made $2.7 million of principal payments on acquisition-related notes payable.

The worldwide economy, including markets in which the Company operates, continues in varying degrees to remain sluggish, and as such, the Company believes that the risks to its business and its customers remain heightened. Lower levels of liquidity and capital adequacy affecting lenders, increases in defaults and bankruptcies by customers and suppliers, and volatility in credit and equity markets, as observed in this economic environment, could continue to have a negative impact on the Company’s business, operating results, cash flows or financial condition in a number of ways, including reductions in revenues and profits, increased bad debts, and financial instability of suppliers and insurers.

On March 5, 2012, certain foreign subsidiaries (the “foreign subsidiary designated borrowers”) of Furmanite Worldwide, Inc. (“FWI”), a wholly owned subsidiary of the Company, and FWI entered into a credit agreement with a banking syndicate led by JPMorgan Chase Bank, N.A., as Administrative Agent (the “Credit Agreement”). The Credit Agreement, which matures on February 28, 2017, provides a revolving credit facility of up to $75.0 million. A portion of the amount available under the Credit Agreement (not in excess of $20.0 million) is available for the issuance of letters of credit. In addition, a portion of the amount available under the Credit Agreement (not in excess of $7.5 million in the aggregate) is available for swing line loans to FWI. The loans outstanding to the foreign subsidiary designated borrowers under the Credit Agreement may not exceed $50.0 million in the aggregate.

At June 30, 2013, $39.3 million was outstanding under the Credit Agreement. Borrowings under the Credit Agreement bear interest at variable rates (based on the prime rate, federal funds rate or Eurocurrency rate, at the option of the borrower, including a margin above such rates, and subject to an adjustment based on a calculated Funded Debt to Adjusted EBITDA ratio (the “Leverage Ratio” as defined in the Credit Agreement)), which was 2.0% at June 30, 2013. On April 30, 2013, the Company entered into a forward-dated interest rate swap to mitigate the risk of changes in the variable interest rate. The effect of the swap is to fix the interest rate at 0.75% plus the margin and Leverage Ratio adjustment, as described above, beginning April 29, 2014 through February 28, 2017 on the $39.3 million currently outstanding under the Credit Agreement. See Note 10 to the Company’s consolidated financial statements for further information regarding the interest rate swap. The Credit Agreement contains a commitment fee, which ranges from 0.25% to 0.30% based on the Leverage Ratio (0.25% at June 30, 2013), and is based on the unused portion of the amount available under the Credit Agreement. Adjusted EBITDA is net income (loss) plus interest, income taxes, depreciation and amortization, and other non-cash expenses minus income tax credits and non-cash items increasing net income (loss) as defined in the Credit Agreement. All obligations under the Credit Agreement are guaranteed by FWI and certain of its subsidiaries under a guaranty and collateral agreement, and are secured by a first priority lien on FWI and certain of its subsidiaries’ assets (which approximated $164.7 million as of June 30, 2013). The Parent Company has granted a security interest in its stock of FWI as collateral security for the lenders under the Credit Agreement, but is not a party to the Credit Agreement.

The Credit Agreement includes financial covenants, which require that the Company maintain: (i) a Leverage Ratio of no more than 2.75 to 1.00 as of the last day of each fiscal quarter, measured on a trailing four-quarters basis, (ii) a fixed charge coverage ratio of at least 1.25 to 1.00, defined as Adjusted EBITDA minus capital expenditures / interest plus cash taxes plus scheduled payments of debt plus Restricted Payments made (i.e. all dividends, distributions and other payments in respect of capital stock, sinking funds or similar deposits on account thereof or other returns of capital, redemption or repurchases of equity interests, and any payments to Parent or its subsidiaries (other than FWI and its subsidiaries)), and (iii) a minimum asset coverage of at least 1.50 to 1.00, defined as cash plus net accounts receivable plus net inventory plus net property, plant and equipment of FWI and its material subsidiaries that are subject to a first priority perfected lien in favor of the Administrative Agent and the Lenders / Funded Debt. FWI is also subject to certain other compliance provisions including, but not limited to, restrictions on indebtedness, guarantees, dividends and other contingent obligations and transactions. Events of default under the Credit Agreement include customary events, such as change of control, breach of covenants or breach of representations and warranties. At June 30, 2013, FWI was in compliance with all covenants under the Credit Agreement.

Considering the outstanding borrowings of $39.3 million, and $1.5 million related to outstanding letters of credit, the unused borrowing capacity under the Credit Agreement was $34.2 million at June 30, 2013.

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On February 23, 2011, in connection with the acquisition of Self Leveling Machines, Inc. and certain assets of Self Levelling Machines Pty. Ltd., the Company issued $5.1 million ($2.9 million denominated in U.S. dollars and $2.2 million denominated in Australian dollars) of notes payable (the “SLM Notes”), payable in installments through February 23, 2013. All obligations under the SLM Notes were secured by a first priority lien on the assets acquired in the acquisition. Upon full settlement of the SLM Notes in February 2013 and resultant release of the lien by the sellers’ equity holders, the acquired assets became assets secured under the Credit Agreement. At December 31, 2012, $1.0 million was outstanding under the SLM Notes. The SLM Notes bore interest at a fixed rate of 2.5% per annum.

On January 1, 2013, in connection with an asset purchase, the Company issued a $1.9 million promissory note, which bears interest at 5.0% per annum and will be paid in four equal annual installments of $0.5 million beginning January 1, 2014, with the final installment payment due on January 1, 2017. On February 28, 2013, in connection with acquired assets, the Company issued a $0.9 million note payable due on March 1, 2014.

In 2012, the Company incurred $1.4 million of debt in connection with an asset purchase. The debt is payable in installments with approximately $1.2 million due in 2013 and approximately $0.1 million due in both 2014 and 2015, with $0.3 million and $1.4 million outstanding at June 30, 2013 and December 31, 2012, respectively.

The Company committed to cost reduction initiatives during the second quarters of 2010 and 2012, in order to more strategically align the Company’s operating, selling, general and administrative costs relative to revenues. As of June 30, 2013, the costs incurred since the inception of these two cost reduction initiatives totaled approximately $7.4 million. During the three and six months ended June 30, 2013, the Company incurred no additional restructuring charges but made cash payments of $1.6 million related to the initiatives. As of June 30, 2013, the remaining reserve associated with these initiatives totaled $0.4 million, all of which are expected to require cash payments and are expected to be paid in 2013. Total workforce reductions for the 2010 and 2012 cost reduction initiatives included terminations of 138 employees in the Company’s EMEA segment.

The Company does not anticipate paying any dividends as it believes investing earnings back into the Company will provide a better long-term return to stockholders in increased per share value. The Company believes that funds generated from operations, together with existing cash and available credit under the Credit Agreement, will be sufficient to finance current operations, including the Company’s cost reduction initiative obligations, planned capital expenditure requirements and internal growth for the next twelve months.

Critical Accounting Policies and Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant policies are presented in the Notes to the Consolidated Financial Statements and under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Critical accounting policies are those that are most important to the portrayal of the Company’s financial position and results of operations. These policies require management’s most difficult, subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. The Company’s critical accounting policies and estimates, for which no significant changes have occurred in the six months ended June 30, 2013, include revenue recognition, allowance for doubtful accounts, goodwill, intangible and long-lived assets, stock-based compensation, income taxes, defined benefit pension plans, contingencies, and exit or disposal obligations. Critical accounting policies are discussed regularly, at least quarterly, with the Audit Committee of the Company’s Board of Directors.

Revenue Recognition

Revenues are recorded in accordance with Financial Account Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition, when realized or realizable, and earned.

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Revenues are recognized using the completed-contract method, when persuasive evidence of an arrangement exists, services to customers have been rendered or products have been delivered, the selling price is fixed or determinable and collectability is reasonably assured. Revenues are recorded net of sales tax. Substantially all projects are short term in nature; however, the Company occasionally enters into contracts that are longer in duration that represent multiple element arrangements, which include a combination of services and products. The Company separates deliverables into units of accounting based on whether the deliverables have standalone value to the customer. The arrangement consideration is allocated to the separate units of accounting based on each unit’s relative selling price generally determined using vendor specific objective evidence. Revenues are recognized for the separate units of accounting when services to customers have been rendered or products have been delivered and risk of ownership has passed to the customer. The Company provides limited warranties to customers, depending upon the service performed. Warranty claim costs were not material during either of the three or six months ended June 30, 2013 or 2012.

Allowance for Doubtful Accounts

Credit is extended to customers based on evaluation of the customer’s financial condition and generally collateral is not required. Accounts receivable outstanding longer than contractual payment terms are considered past due. The Company regularly evaluates and adjusts accounts receivable as doubtful based on a combination of write-off history, aging analysis and information available on specific accounts. The Company writes off accounts receivable when they become uncollectible. Any payments subsequently received on such receivables are credited to the allowance in the period the payment is received.

Long-Lived Assets

Goodwill and Intangible Assets

The Company accounts for goodwill and other intangible assets in accordance with the provisions of FASB ASC 350, Intangibles — Goodwill and Other. Under FASB ASC 350, intangible assets with lives restricted by contractual, legal or other means are amortized over their useful lives. Finite-lived intangible assets are reviewed for impairment in accordance with the provisions of FASB ASC 360, Property, Plant, and Equipment.

Goodwill and other intangible assets not subject to amortization are tested for impairment annually (in the fourth quarter of each calendar year), or more frequently if events or changes in circumstances indicate that the assets might be impaired. Examples of such events or circumstances include a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, or a loss of key personnel.

FASB ASC 350 requires a two-step process for testing goodwill impairment, however it permits an entity the option to first assess qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. If it is determined that, based on a qualitative assessment, it is not more likely than not that the Company’s fair value is less than its carrying amount, then the first and second steps of the goodwill impairment test are unnecessary. Under the first step of the two-step process, the fair value of each reporting unit is compared to its carrying value to determine whether an indication of impairment exists. A reporting unit is an operating segment or one level below an operating segment (referred to as a component). Two or more components of an operating segment shall be aggregated and deemed a single reporting unit if the components have similar economic characteristics. The Company has three reporting units for the purpose of testing goodwill impairment as the business segments are determined to be the reporting units. Second, if an impairment is indicated, the implied fair value of the reporting unit’s goodwill is determined by allocating the unit’s fair value to its assets and liabilities, including any unrecognized intangible assets, as if the reporting unit had been acquired in a business combination. The amount of impairment for goodwill and other intangible assets is measured as the excess of the carrying value over the implied fair value.

The Company uses a multiple of revenues as the basis for its measurement of fair value as management considers this approach the most meaningful measure for each reporting unit, given the nature of the Company’s business of technical services, and considering all reporting units provide the same services with long term expectations of similar earnings percentages. To support the reasonableness of the calculated fair value, the Company compares the sum of the calculated fair values for each of the reporting units to the market capitalization of the Company as a whole, as the quoted market price provides the best evidence of fair value on a Company-wide basis. As of December 31, 2012, the Company’s fair value substantially exceeded its carrying value in each of its three reporting units, therefore no impairment was indicated. Additionally, no changes in circumstances have occurred in the six months ended June 30, 2013 which would warrant an additional impairment test in the current period. At each of June 30, 2013 and December 31, 2012, goodwill totaled $15.5 million. Goodwill totaled $7.0 million, $6.6 million and $1.9 million at each of June 30, 2013 and December 31, 2012 in the Americas, EMEA, and Asia-Pacific, respectively.

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Property, Plant and Equipment

The Company accounts for property, plant and equipment in accordance with the provisions of FASB ASC 360, Property, Plant, and Equipment. Under FASB ASC 360, the Company reviews property, plant and equipment for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Factors that may affect recoverability include changes in planned use of equipment, closing of facilities and discontinuance of service lines. Property and equipment to be held and used is reviewed at least annually for possible impairment. The Company’s impairment review is based on an estimate of the undiscounted cash flow at the lowest level for which identifiable cash flows exist. Impairment occurs when the carrying value of the assets exceeds the estimated future undiscounted cash flows generated by the asset and the impairment is viewed as other than temporary. When impairment is indicated, an impairment charge is recorded for the difference between the carrying value of the asset and its fair market value. Depending on the asset, fair market value may be determined either by use of a discounted cash flow model or by reference to estimated selling values of assets in similar condition. No impairment of property, plant and equipment occurred in the three or six months ended June 30, 2013 or 2012.

Stock-Based Compensation

All stock-based compensation is recognized as an expense in the consolidated financial statements and such costs are measured at the fair value of the award at the date of grant. The fair value of stock-based payment awards on the date of grant as determined by the Black-Scholes model is affected by the Company’s stock price on the date of the grant as well as other assumptions. Assumptions utilized in the fair value calculations include the expected stock price volatility over the term of the awards (estimated using the historical volatility of the Company’s stock price), the risk free interest rate (based on the U.S. Treasury Note rate over the expected term of the option), the dividend yield (assumed to be zero, as the Company has not paid, nor anticipates paying in the foreseeable future, any cash dividends), and employee stock option exercise behavior and forfeiture assumptions (based on historical experience and other relevant factors). For performance-based awards, the Company must also make assumptions regarding the likelihood of achieving performance targets.

Income Taxes

Deferred tax assets and liabilities result from temporary differences between the U.S. GAAP and tax treatment of certain income and expense items. The Company must assess and make estimates regarding the likelihood that the deferred tax assets will be recovered. To the extent that it is determined the deferred tax assets will not be recovered, a valuation allowance is established for such assets. In making such a determination, the Company must take into account positive and negative evidence including projections of future taxable income and assessments of potential tax planning strategies.

The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the applicable taxing authorities, based on the technical merits of the position. The tax benefit recognized is based on the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with the taxing authority. Uncertain tax positions in certain foreign jurisdictions would not impact the effective foreign tax rate because unrecognized non-current tax benefits are offset by the foreign net operating loss carryforwards, which are fully reserved. The Company recognizes interest expense on underpayments of income taxes and accrued penalties related to unrecognized non-current tax benefits as part of the income tax provision.

Defined Benefit Pension Plans

Pension benefit costs and liabilities are dependent on assumptions used in calculating such amounts. The primary assumptions include factors such as discount rates, expected investment return on plan assets, mortality rates and retirement rates. These rates are reviewed annually and adjusted to reflect current conditions. These rates are determined based on reference to yields. The compensation increase rate is based on historical experience. The expected return on plan assets is derived from detailed periodic studies, which include a review of asset allocation strategies, anticipated future long-term performance of individual asset classes, risks (standard deviations) and correlations of returns among the asset classes that comprise the plans’ asset mix. While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return. Mortality and retirement rates are based on actual and anticipated plan experience. In accordance with U.S. GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation in future periods. While the Company believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect pension and postretirement obligation and future expense.

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Contingencies

Environmental

Liabilities are recorded when site restoration or environmental remediation and cleanup obligations are either known or considered probable and can be reasonably estimated. Recoveries of environmental costs through insurance, indemnification arrangements or other sources are recognized when such recoveries become certain.

The Company capitalizes environmental costs only if the costs are recoverable and the costs extend the life, increase the capacity, or improve the safety or efficiency of property owned by the Company as compared with the condition of that property when originally constructed or acquired, or if the costs mitigate or prevent environmental contamination that has yet to occur and that otherwise may result from future operations or activities and the costs improve the property compared with its condition when constructed or acquired. All other environmental costs are expensed.

Other

The Company establishes a liability for all other loss contingencies when information indicates that it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated.

Exit or Disposal Obligations

In the second quarters of 2010 and 2012, the Company committed to cost reduction initiatives, including planned workforce reductions and restructuring of certain functions. The Company has taken these specific actions in order to more strategically align its operating, selling, general and administrative costs relative to revenues. The Company has recorded expenses related to these cost reduction initiatives for severance, lease cancellations, and other restructuring costs in accordance with FASB ASC 420-10, Exit or Disposal Cost Obligations and FASB ASC 712-10, Nonretirement Postemployment Benefits.

Under FASB ASC 420-10, costs associated with restructuring activities are generally recognized when they are incurred. In the case of leases, the expense is estimated and accrued when the property is vacated. In addition, post-employment benefits accrued for workforce reductions related to restructuring activities are accounted for under FASB ASC 712-10. A liability for post-employment benefits is generally recorded when payment is probable, the amount is reasonably estimable, and the obligation relates to rights that have vested or accumulated. The Company continually evaluates the adequacy of the remaining liabilities under its restructuring initiatives. Although the Company believes that these estimates accurately reflect the costs of its restructuring plans, actual results may differ, thereby requiring the Company to record additional provisions or reverse a portion of such provisions.

New Accounting Pronouncements

In July 2012, the FASB issued ASU 2012-02, Intangibles — Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. In this update, an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is more likely than not that the indefinite-lived intangible asset is impaired, the entity is then required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Subtopic 350-30. However, if an entity concludes otherwise, then no further action is required. The adoption of this guidance on January 1, 2013 did not have any impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This guidance is effective for fiscal years beginning after December 15, 2012. The update adds new disclosure requirements including the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, entities would instead cross reference to the related note to the financial statements for additional information. The adoption of this guidance on January 1, 2013 resulted in the addition of certain financial disclosure information, but did not have a material impact on the Company’s consolidated financial statements.

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Off-Balance Sheet Transactions

The Company was not a party to any off-balance sheet transactions at June 30, 2013 or December 31, 2012, or for the three or six months ended June 30, 2013 or 2012.

Inflation and Changing Prices

The Company does not operate or conduct business in hyper-inflationary countries nor enter into long-term supply contracts that may impact margins due to inflation. Changes in prices of goods and services are reflected on proposals, bids or quotes submitted to customers.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s principal market risk exposures (i.e., the risk of loss arising from the adverse changes in market rates and prices) are to changes in interest rates on the Company’s debt and investment portfolios and fluctuations in foreign currency.

The Company centrally manages its debt, considering investment opportunities and risks, tax consequences and overall financing strategies. Based on the amount of variable rate debt, $39.3 million at June 30, 2013, an increase in interest rates by one hundred basis points would increase annual interest expense by approximately $0.4 million. On April 30, 2013, the Company entered into a forward-dated interest rate swap to mitigate the risk of change in the variable interest rate beginning April 29, 2014 through February 28, 2017. For more information on this swap, see Note 10 to the Company’s consolidated financial statements.

A significant portion of the Company’s business is exposed to fluctuations in the value of the U.S. dollar as compared to foreign currencies as a result of the foreign operations of the Company in Australia, Bahrain, Belgium, Canada, China, Denmark, France, Germany, Malaysia, The Netherlands, New Zealand, Nigeria, Norway, Singapore, Sweden and the United Kingdom. Foreign currency exchange rate changes, primarily the Australian Dollar and the British Pound, relative to the U.S. dollar resulted in an unfavorable impact on the Company’s U.S. dollar reported revenues for the three and six months ended June 30, 2013 when compared to the three and six months ended June 30, 2012. The revenue impact was somewhat mitigated with similar exchange effects on operating costs thereby reducing the exchange rate effect on operating income. The Company does not use interest rate or foreign currency rate hedges.

Based on the six months ended June 30, 2013, foreign currency-based revenues and operating income of $65.8 million and $5.6 million, respectively, a ten percent depreciation in all applicable foreign currencies would result in a decrease in revenues of $6.0 million and a reduction in operating income of $0.5 million.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated, as required by Rules 13a-15(e) and 15(a)-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of June 30, 2013. Based on that evaluation, the principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2013 to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2013, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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FURMANITE CORPORATION AND SUBSIDIARIES

PART II — Other Information

Item 1. Legal Proceedings

Furmanite America, Inc., a subsidiary of the Company, is involved in disputes with a customer, INEOS USA LLC, which claims that the subsidiary failed to provide it with satisfactory services at the customer’s facilities. On April 17, 2009, the customer initiated legal action against the subsidiary in the Common Pleas Court of Allen County, Ohio, alleging that the subsidiary and one of its former employees, who performed data services at one of the customer’s facilities, breached its contract with the customer and failed to provide the customer with adequate and timely information to support the subsidiary’s work at the customer’s facility from 1998 through the second quarter of 2005. The customer’s complaint seeks damages in an amount that the subsidiary believes represents the total proposed civil penalty, plus the cost of unspecified supplemental environmental projects requested by the regulatory agency to reduce air emissions at the customer’s facility, and also seeks unspecified punitive damages. The subsidiary believes that it provided the customer with adequate and timely information to support the subsidiary’s work at the customer’s facilities and will vigorously defend against the customer’s claim.

The Company has other contingent liabilities resulting from litigation, claims and commitments incident to the ordinary course of business.

While the Company cannot make an assessment of the eventual outcome of all of these matters or determine the extent, if any, of any potential uninsured liability or damage, reserves of $1.9 million for all matters are recorded in accrued expenses and other current liabilities as of both June 30, 2013 and December 31, 2012. While there is a reasonable possibility that a loss exceeding amounts already recognized could occur, the Company does not believe such amounts would be material to its financial statements.

Management believes, after consulting with counsel, that the ultimate resolution of such contingencies will not have a material adverse effect on the financial position, results of operations or liquidity of the Company.

Item 1A. Risk Factors

During the quarter ended June 30, 2013, there were no material changes to the risk factors reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

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Item 6. Exhibits

2.1*	Asset Purchase Agreement Between ENGlobal U.S., Inc. and Furmanite America, Inc. dated as of July 15, 2013.***
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 August 2, 2013.
31.2*	Certification of Principal Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated as of August 2, 2013.
32.1*	Certification of Chief Executive Officer, Pursuant to Section 906(a) of the Sarbanes-Oxley Act of 2002, dated as of August 2, 2013.
32.2*	Certification of Principal Financial Officer, Pursuant to Section 906(a) of the Sarbanes-Oxley Act of 2002, dated as of August 2, 2013.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.DEF**	XBRL Taxonomy Definition Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

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* Filed herewith.

** These exhibits are furnished herewith. In accordance with Rule 406T of Regulation S-T, these exhibits are not deemed to be filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are not deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.

*** Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar attachments to the Asset Purchase Agreement have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

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Signature

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 thereunto duly authorized.

FURMANITE CORPORATION

(Registrant)

/s/ ROBERT S. MUFF

Robert S. Muff

Chief Accounting Officer

(Principal Financial and Accounting Officer)

Date: August 2, 2013

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EX-2.1

Exhibit 2.1

ASSET PURCHASE AGREEMENT

Between

ENGlobal U.S., Inc.

and

FURMANITE AMERICA, INC

dated as of

July 15, 2013

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”), dated as of July 15, 2013 is entered into between ENGlobal U.S., Inc., a Texas corporation (collectively “Seller”) and FURMANITE AMERICA, INC., a Delaware corporation (“Buyer”).

RECITALS

WHEREAS, Seller is divesting all in-office and in-plant engineering managed out of the Baton Rouge, Beaumont, Lake Charles, Deer Park and Freeport offices, and the inspection & non-destructive testing services wherever they are located, generally named ENGlobal Gulf Coast (the “Business”);

WHEREAS, Seller is retaining its in-office and in-plant engineering services managed out of Seller’s Houston headquarters office, with services provided from Tulsa, OK, Denver, CO, Houston, TX and Chicago, IL offices and automation and fabrication services provided out of Mobile, AL, and Houston, TX (Portwall); and

WHEREAS, Seller wishes to sell and assign to Buyer and Buyer wishes to purchase and assume from Seller, substantially all the assets of the Business, subject to the terms and conditions set forth herein;

WHEREAS, Seller wishes to convey to Buyer all existing assets, contracts, non-competes and other items necessary for the Business to be ongoing, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Definitions are either embedded in the text of the Agreement or on the attached Appendix I.

ARTICLE II

PURCHASE AND SALE

Section 2.01     Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all Encumbrances other than Permitted

Asset Purchase Agreement 7/15/13 Page 2

Encumbrances, all of Seller’s right, title and interest in, to and under the following assets, properties and rights of Seller, to the extent that such assets, properties and rights exist as of the Closing Date and exclusively relate to the Business (collectively, the “Purchased Assets”). (In the event the Purchased Assets are leased, Seller shall convey a leasehold interest).

(a)     all assets included in Net Working Capital, including 1)accounts receivable – trade, 2) retention receivable, 3) unbilled accounts receivable – trade, 4) costs in excess of billings, 5) accounts receivable – other, and 6) the pre-paid accounts and deposits described in subsection (e);

(b)     all inventories of the Business;

(c)     all furniture, fixtures, equipment, automobiles, supplies, IT hardware, and other tangible personal property of the Business, including those items listed on the Disclosure Schedule 2.01 (c) and further including any items that are not listed but that are located in the offices of the Business (collectively the “Tangible Personal Property”);

(d)     all or the portion of Seller’s rights under the Contracts set forth on Section 2.01(d) that relate to the Business (collectively, the “Assigned Contracts” or “Partially Assigned Contracts”);

(e)     all pre-paid accounts, subscriptions, and deposits (including real property lease deposits) set forth on Schedule 2.01(e);

(f)     all intellectual property owned by Seller and used by the Business, including promotional material, photographs, etc., provided they do not utilize the name or trademarks of “ENGlobal”;

(g)     all drawings used in connection with the Business;

(h)     all Permits and licenses including environmental permits and licenses necessary to operate the Business (other than operating or professional licenses);

(i)     all software used by the Business (except those certain Excluded Assets) including but not limited to those listed on Schedule 2.01(i), and, whether or not listed on Schedule 2.01(i), all or a portion of Seller’s rights to networked and locally installed software licensing (including run time, subscription, perpetual and non-perpetual licenses) used by the Business including all, keys, fobs, dongles, databases, subscription data, server based, locally installed, network based, application and web based for all Business users;

(j)     all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; and

(k)     copies, of all books and records, to the extent they exist, including books of account, ledgers and general, financial and accounting records, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, sales material and records, internal financial statements and marketing and promotional surveys, material and research, that exclusively relate to the Business or the Purchased Assets.

Asset Purchase Agreement 7/15/13 Page 3

Section 2.02     Excluded Assets. Other than the Purchased Assets subject to Section 2.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Seller is not selling or assigning, any other assets or properties of Seller, and all such other assets and properties shall be excluded from the Purchased Assets (the “Excluded Assets”). Excluded Assets include the following assets and properties of Seller:

(a)    all cash and cash equivalents, bank accounts and securities of Seller;

(b)    all insurance policies of Seller and all rights to applicable claims and proceeds thereunder;

(c)    any property used by Seller in connection with its retained business operations, as set forth on Schedule 2.02 (c);

(d)    any assets or rights to receive settlement, awards, or payments on promissory notes related to the litigation or claims listed on Schedule 4.09;

(e)    for the contracts listed on Schedule 2.01(d) identified to be partially assigned, Seller is retaining the right to perform ongoing engineering and automation services for the Customers under those Contracts under its retained business;

(f)    all Contracts that are not Assigned Contracts;

(g)    the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller, all employee-related or employee benefit-related files or records, other than personnel files of Employees of the Business, and any other books and records which Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain;

(h)    all benefit plans and trusts or other assets attributable thereto;

(i)    all Tax assets (including duty and Tax refunds and prepayments) of Seller or any of its Affiliates;

(j)    the rights which accrue or will accrue to Seller under the Transaction Documents;

(k)    any software licenses which cannot be assigned to Buyer which are needed for Seller’s retained business operations.

Section 2.03     Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:

(a)    all liabilities and obligations included in the definition of Net Working Capital, including 1) Accounts payable – Trade, 2) Accrued Payable – Trade, 3) Accrued Salaries, 4) Accrued Compensated Absences, 5) Billings in Excess of Costs, 6) Accounts

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Payable – Other, 7) Accrued Property Tax arising prior to the Closing Date. Accrued Compensated absences as of July 9, 2013 are shown on Schedule 2.03(a). The amount will be adjusted in accordance with Section 2.05.

(b)    all liabilities and obligations arising under or relating to the Assigned Contracts legally assigned by Seller to Buyer arising after the Closing Date;

(c)    all liabilities and obligations arising under or relating to the real property leased by Seller for the Business “Leased Real Property” shown on Schedule 2.03(c) legally assigned by Seller to Buyer arising after the Closing Date;

(d)    all liabilities and obligations arising under or relating to the Equipment Leases shown on Schedule 2.03(d) legally assigned by Seller to Buyer arising after the Closing Date;

(e)    all liabilities and obligations for Taxes incurred relating to the Business, the Purchased Assets or the Assumed Liabilities arising after the Closing Date;

(f)    all other liabilities and obligations arising out of or relating to Buyer’s ownership or operation of the Business and the Purchased Assets on or after the Closing Date;

(g)    all liabilities and obligations of or relating to employee benefits, compensation or other arrangements with respect to any Employee of the Business hired by the Buyer and arising on or after the Closing;

Notwithstanding any provision to the contrary, Buyer shall not be obligated under any circumstance to assume any lease agreement with terms and pricing that are materially different than Seller’s existing lease agreements; however, in the event the leasing companies attempt to impose different terms, Seller shall retain the applicable lease and Buyer shall reimburse Seller for the payments for the remainder of the term under the lease, in accordance with Section 2.07. At the end of the lease, Buyer shall comply with the terms imposed on the lessee related to the return or purchase of the equipment.

Section 2.04     Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

(a)    any liabilities or obligations arising out of or relating to Seller’s ownership or operation of the Business and the Purchased Assets prior to the Closing Date, including specifically any liability or obligations of Seller arising in connection with the existing litigation and claims disclosed on Schedule 4.09;

(b)    any liabilities or obligations relating to or arising out of the Excluded Assets;

(c)    any liabilities or obligations for (i) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities incurred prior to the Closing Date and (ii) any other Taxes incurred or arising from activities prior to the Closing Date;

(d)    any liabilities or obligations of Seller relating to or arising out of (i) the employment, or termination of employment, of any Employee prior to or in conjunction with

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the Closing, or (ii) workers’ compensation claims of any Employee which relate to events occurring prior to the Closing Date;

(e)    any liabilities or obligations of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others.

Section 2.05     Purchase Price. The aggregate purchase price for the Purchased Assets of Thee Million Five Hundred Thousand Dollars ($3,500,000.00), plus the Estimated Net Working Capital (less the Net Working Capital Discount), payable in the form of cash and a note payable to be executed upon closing of the Transaction (the “Closing”). The note and cash are collectively referred to as the “Purchase Price”. The note payable will be in the principal amount of $3,500,000.00, with 4% annual interest paid over four (4) years, with the first principal and interest payment of $964,215.16 (to be paid annually), occurring September 1, 2014. The Promissory Note will be secured by a Parent Company Guarantee, each substantially prepared in the form of Exhibit A.

The Estimated Net Working Capital less the Net Working Capital Discount will be paid at Closing in cash. The “Estimated Net Working Capital” shall be defined as the closest approximation to Net Working Capital that Seller can reasonably make as of the Closing Date, based on its accounting, time entry and billing systems. The “Net Working Capital Discount” shall be $400,000.00.

The actual Net Working Capital (as defined in Article 1), transferred on the Closing Date will be established by Seller, with assistance from Buyer within ninety (90) days of the Closing Date, based on GAAP accounting standards. If the Actual Net Working Capital is more than the Estimated Net Working Capital paid at Closing, Buyer will pay Seller the difference. If the actual Net Working Capital is less than the Estimated Net Working Capital, Seller will refund the difference to Buyer. A Net Working Capital calculation prepared as of March 30, 2013, is attached as Schedule 2.05 for reference.

Section 2.06     Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price for tax purposes in accordance with the allocation statement that will be agreed upon prior to Closing, with Sections 1060 of the Code and regulations promulgated thereunder All tax returns including IRS form 8594, shall be filed consistent with such allocation statement. Neither Seller nor Buyer shall voluntarily take a position on any tax return or before any governmental agency charged with the collection of any such tax that is in any manner inconsistent with the terms of such allocation statement.

Section 2.07     Non-assignable Assets.

(a)    Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.07, to the extent the sale, assignment, transfer, conveyance or

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delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset or Assigned Contract would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement (including any leases or Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall still constitute a sale, assignment, transfer, conveyance or delivery, of all other assets and assigned contracts.

Parties shall use commercially reasonable best efforts, and cooperate with each other, to obtain the consent relating to each Assigned Contract as quickly as practicable; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once consent for the assignment and assumption is obtained, Seller shall promptly assign, transfer, convey and deliver such to Buyer, and Buyer shall assume the obligations assigned to Buyer from and after the date of assignment to Buyer (all at no additional cost to Buyer).

(b)    Without limiting the generality of the foregoing, if any Assigned Contract is not able to be assigned or if Seller is not able to obtain any required consent to the assignment of an Assigned Contract at Closing, Buyer shall (i) assume and perform the obligations of Seller under the Assigned Contracts and (ii) Buyer shall receive all of the economic and other benefits under such Assigned Contracts. Buyer and Seller shall take such actions as may be required, including executing subcontracts, subleases, or other agreements, to carry out the intent of this Section 2.7; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor. Buyer shall use all reasonable efforts to invoice third parties for services rendered without the assistance of Seller. If necessary, Buyer shall perform under such contracts as a subcontractor to Seller using the same terms as the between the Seller and the applicable third party. Buyer shall indemnify and hold Seller harmless for any and all claims and causes of action arising from the performance of Buyer’s work under such contracts. Seller shall create an escrow account for the deposit of any proceeds of such work for the sole benefit of Buyer. Buyer shall pay for the costs of such escrow. The intent of the parties is to allow Buyer to perform on the Assigned Contracts during the process of obtaining assignment from third parties and the parties agree to fully cooperate with each other in this process.

ARTICLE III

CLOSING

  Section 3.01     Closing.

Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Furmanite America Inc., on later of August 30, 2013 or the second Business Day after all of the conditions to Closing set forth in Article VII are either satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), or at such other time, date or place as Seller and Buyer may mutually agree upon in writing. The date on which the Closing is to occur is herein referred to as the “Closing Date”. Seller and Buyer may agree to close by

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proxy and each will provide electronic copies of signed original documents or appoint a fully authorized individual with power of attorney to execute any closing documents on behalf of such Party.

Section 3.02     Closing Deliverables.

(a) At the Closing, Seller shall deliver to Buyer the following:

(i) a bill of sale, a pro forma of which is attached as Exhibit B hereto (the “Bill of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer;

(ii) an Assignment and Assumption Agreement, a pro forma of which is attached as Exhibit C hereto (the “Assignment and Assumption Agreement”) clearly listing the revenue contracts and term & condition (T&C) work agreements to be assigned to Buyer, consistent with Schedule 2.01(b);

(iii) a Partial Assignment and Assumption Agreement, a pro forma of which is attached as Exhibit D hereto (the “Partial Assignment and Assumption Agreement”) clearly listing the revenue contracts and term & condition (T&C) work agreements to be partially assigned to Buyer, consistent with Schedule 2.01(b);

(iv) A limited consent, a pro forma of which is Exhibit E signed by Seller’s senior lender and forms of UCC-3, which will be filed within five days of the Closing, releasing the encumbrances on Purchased Assets which are identified on Schedule 3.02;

(v) Software license transfer documentation for all software that has been used by the Business including but not limited to a Microsoft Volume License transfer and any other transfer documentation required by software vendors for the software on the computers, laptops and desktops to be conveyed;

(vi) Assignments and Partial assignments of the Equipment and Auto Leases identified on Schedule 2.03(d);

(vii) Complete inventory for all IT related Purchased Assets (including serial numbers for leased assets and including serial numbers if reasonably available for owned assets);

(viii) the Seller Closing Certificate;

(ix) Landlord Consents for the Leases identified on Schedule 2.03 (c);

(x) Transition Services Agreement, substantially in the form of Exhibit F; and

(xi) Executed vehicle titles.

(b) At the Closing, Buyer shall deliver to Seller the following:

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(i) the Purchase Price cash payment due in accordance with Section 2.05;

(ii) The Promissory Note and Guaranty (in the form attached as Exhibit A) due in accordance with Section 2.05;

(iii) Counter-signatures on the agreements listed above in 3.02 (a)(i) (ii) (iii) and (vi);

(iv) the Buyer Closing Certificate; and

(v) Transition Services Agreement, substantially in the form of Exhibit F.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that the statements contained in this Article IV are true and correct as of the date hereof.

Section 4.01     Organization and Qualification of Seller. Seller is a corporation and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.

Section 4.02     Authority of Seller. Seller has all necessary power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

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Section 4.03     No Conflicts; Consents. Except as set forth on Schedule 4.03, the execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby, do not and will not: (a) result in a violation or breach of any other agreement of Seller; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller, the Business or the Purchased Assets. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby, except as set forth in Section 4.03 of the Disclosure Schedules.

Section 4.04     No Process Technologies. Seller expressly represents and warrants that the Business has not performed specialized process technologies in the previous 12 months.

Section 4.05     Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement, from January 1, 2013 until the date of Closing, Seller has operated the Business in the ordinary course of business in all material respects and there has not been, with respect to the Business, any event, occurrence or development that has had a Material Adverse Effect.

Section 4.06     Material Contracts. Section 4.06 of the Disclosure Schedules lists the customers for which Seller has performed significant services in 2013 (the “Material Customers”). Seller is not in material breach of any of the contracts with the Material Customers. All Material Contracts were entered into in the ordinary course of business at arm’s length conditions.

Section 4.07     Title to Tangible Personal Property. Seller has good and valid title to, or a valid leasehold interest in the Purchased Assets, free and clear of Encumbrances except for Permitted Encumbrances and except for the lien held by Seller’s lenders as disclosed on Schedule 3.02, which will be released in accordance with Section 3.02. With the exception of leased assets, there are no other owners of the Purchased Assets.

Section 4.08     Intellectual Property. To Seller’s Knowledge: (i) Seller’s conduct of the Business as currently conducted does not infringe, violate, dilute or misappropriate the Intellectual Property of any Person; and (ii) no Person is infringing, violating, diluting or misappropriating any Intellectual Property assets of the Business.

Section 4.09     Legal Proceedings; Governmental Orders

(a) Except as disclosed on Schedule 4.09(a), there are no actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by Seller relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which if determined adversely to Seller would result in a Material Adverse Effect. The existing litigation and claims disclosed on Schedule 4.09 are Excluded Liabilities.

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(b)    To Seller’s Knowledge, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Business or the Purchased Assets which would have a Material Adverse Effect.

Section 4.10     Compliance With Laws; Permits. Except as set forth on Schedule 4.10, Seller has not been informed and has no reason to believe that the current operation of the Business is not in material compliance with all federal, state and local laws, statutes, rules and regulations in effect that are applicable to the Business.

Section 4.11     Environmental Matters.

(a)    Seller has obtained all material Permits under federal, state and local Laws and regulations relating to pollution or protection of the environment required for the operation of the Business as currently conducted (“Environmental and Safety Requirements”).

(b)    Seller is in material compliance with all terms and conditions of all such Environmental and Safety Requirements.

(c)    With respect to the Leased Real Property, the Seller has not incurred in the past, nor is now subject to, any material environmental liabilities.

(d)    To the Seller’s knowledge, no release or discharge of hazardous material has occurred at any Leased Real Property except in material compliance with environmental laws or as would not reasonably be expected to result in material environmental liability.

(e)    To the Seller’s knowledge, none of the Leased Real Property is the subject of any Lien imposed under environmental laws.

(f)    The Seller does not know of, own or operate any Underground Storage Tanks (“USTs”) at any Leased Real Property.

(g)    To the Seller’s Knowledge, there are no circumstances or conditions at any Leased Real Property that could reasonably be expected to result in any material environmental liabilities or material investigations against the Seller or result in any material restrictions on the ownership, use, or transfer of such property pursuant to any environmental law.

(h)    Seller has not received any written notice, demand, letter, claim or request for information from any Governmental Authority or third party alleging that Seller is in material violation of any environmental law or Environmental and Safety Requirement applicable to the Business.

(i)    Seller, in operating the Business, has not received any written notice, demand letter, claim or request for information from any Governmental Authority or third party alleging that the Seller has liability under environmental law for any hazardous substance disposal or contamination on any third party property.

(j)    Seller has not released or discharged Hazardous Substances into the sewer or septic system serving the Leased Real Property except in material compliance with environmental laws or Environmental and Safety Requirements.

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To Seller’s Knowledge, there are no present governmental or regulatory investigations, audits, or claims as to whether the Business is, in all material respects, in compliance with all environmental laws, health and safety requirements, licenses, environmental permits, authorizations, declarations, orders and approvals necessary for the operation of the Business.

Section 4.12     Employment Matters.

(a)    Seller is not a party to or bound by any collective bargaining or other agreement with a labor organization representing any of the Employees.

(b)    Except as set forth in Schedule 4.10, Seller is in compliance with all material Laws applicable to employment and employment practices to the extent they relate to the Employees.

Section 4.13     Taxes.

(a)    Seller has filed (taking into account any valid extensions) all Tax Returns with respect to the Business required to be filed by Seller and has paid all Taxes shown thereon as owing. Seller is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business.

(b)    Seller is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2.

Section 4.14     Stand Alone Business Operation. (a) Seller is conveying to Buyer substantially everything necessary to operate the Business, with the exception of: (1) licenses required by governmental authorities, (2) corporate overhead support functions and related assets, such as those related to accounting, treasury and payroll, human resources, business development, legal, investor relations and corporate governance, safety, and risk management, (3) employee benefits, such as health insurance, (4) insurance, such as general liability, property, professional liability, director and officer liability and worker’s compensation, (5) corporate IT support and infrastructure.

Section 4.15     Receivables and Work in Process. Seller represents and warrants the Net Working Capital, less the Net Working Capital Discount, which collectively is part of the Purchased Assets, is good and collectable.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Section 5.01     Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.

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Section 5.02     Authority of Buyer. Buyer has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each party thereto), such Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 5.03     No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby, do not and will not: (a) result in a violation or breach of any other agreement of Buyer; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer, the Business or the Purchased Assets. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby.

Section 5.04     Sufficiency of Funds. Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price and consummate the transactions contemplated by this Agreement.

Section 5.05     Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Section 5.06     Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business and the Purchased Assets, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Seller for such purpose. Buyer acknowledges and

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agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules).

ARTICLE VI

COVENANTS

Section 6.01     Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall (a) conduct the Business in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve its current Business organization and operations and to preserve the rights, goodwill and relationships of its Employees, customers, lenders, suppliers, regulators and others having relationships with the Business.

Section 6.02     Access to Information. From the date hereof until the Closing, Seller shall (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the assets, premises, Books and Records, Assigned Contracts and other documents and data related to the Business and provide same in native electronic format; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the Business or any other businesses of Seller.

Section 6.03     Employees and Employee Benefits

(a) Buyer, or one of its affiliates will offer reasonably comparable employment to substantially all Employees of Seller that have successfully completed a pre-employment drug screen, a physical examination (as applicable for specific job requirements) and a background check (including motor vehicle report), in each case to the extent Buyer applies such hiring requirements to persons seeking employment in the same or similar positions, and further to the extent each Employee meet any other requirements for employment under applicable law. Any such offers shall be contingent upon the occurrence of Closing and must be designed to be withdrawn immediately if Closing does not occur. If Closing does occur, Buyer shall hire the Employees meeting the above requirements and accepting the employment offer, effective on the Closing Date. The workforce is comprised of approximately 620 employees working seconded “in-plant” and approximately 315 employees working from offices in: Beaumont, TX; Lake Charles, LA; Baton Rouge, LA; Freeport, TX; and Deer Park, TX. Prior to Closing, Buyer shall notify Seller of any employees that will not be hired as a result of its employment requirements.

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(b) Seller shall terminate the employment of all Employees to be hired by Buyer effective as of Closing. Seller shall provide any required notice under the federal Worker Adjustment, Retraining and Notice Act (“WARN Act”) or any similar law or regulation in any applicable jurisdiction and otherwise be responsible for complying with any such statute with respect to any “plant closing” or “mass lay off” (as defined in the WARN Act) or similar event affecting Employees and occurring on or before the Closing (including the termination of Employees by Seller immediately upon the Closing) (although neither party anticipates that the WARN Act notice requirements will be triggered). Seller shall be responsible for, and shall indemnify and hold harmless Buyer for, any liability arising under the WARN Act or similar statute arising from any action of Seller prior to the Closing Date and with respect to any such liability arising in connection with the consummation of the transactions contemplated by this Agreement; provided that Buyer complies with 6.03 (a), above.

(c) Seller shall retain responsibility for all benefits of the Employees that are, as of the Closing, vested under the Seller’s benefit plans, be solely responsible for all obligations and liabilities to Employees that accrue prior to the Closing or as a result of the termination of any Employee by Seller prior to or at the Closing, and be solely responsible for any incurred medical costs for the Employees covered under the Seller’s benefit plans prior to Closing.

(d) Buyer may offer employment to any of Seller’s corporate employees that are substantially used for the operation of the Business that are located in offices of the Business or with the consent of Seller if not located in these offices.

(e) Buyer shall hire Employees meeting the above requirements and accepting the employment offer on substantially similar terms as their current employment (provided they meet Buyer’s employment requirements and accept the employment offer), and for such duration that Seller shall have no WARN Act obligations or liabilities with respect to such Employees. If after the Closing, Buyer elects to terminate any such Employee at its discretion, it shall be responsible for any associated WARN Act compliance.

(f) Other than in conjunction with the transaction contemplated herein, Buyer agrees not to hire, recruit or solicit any retained employees of Seller for three years from the Closing Date, without Seller’s consent; provided, however, that Buyer shall not be prevented from hiring (without consent) someone who has been terminated by Seller or someone who has responded to a general advertisement for employment or job fair posted by Buyer in the ordinary course of business.

(e) Seller agrees not to hire, recruit or solicit any employees (from current through the previous 12 months) of the Business hired by Buyer for three years from the Closing Date, without Buyer’s consent; provided, however, that Seller shall not be prevented from hiring (without consent) someone who has been terminated by Buyer or someone who has responded to a general advertisement for employment or job fair posted by Buyer in the ordinary course of business. Notwithstanding the above, for the Key Employees listed on Schedule 6.03(e) and their respective direct reports, Seller may not hire without consent under any circumstances.

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Section 6.04     Approvals and Consents. Each party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities, landlords, vendors and customers that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the other Transaction Documents. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Seller will use best efforts to assist Buyer in the assignment of and performance of any Assigned Contracts. Seller will begin assisting Buyer with the assignment of the Assigned Contracts starting on July 18, 2013.

Section 6.05     Closing Conditions. From the date hereof until the Closing, each party hereto shall use commercially reasonable efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Article VII hereof.

Section 6.06     Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.

Section 6.07     Cooperation after the Closing. Buyer agrees to provide reasonable access to Seller after the closing to information, records and personnel related to any Excluded Liabilities, such as on-going litigation. Seller will provide all necessary assistance and use its commercially reasonable best efforts in order to assist Buyer in obtaining everything necessary to operate. Seller and Buyer agree to provide transition services substantially in accordance with the Transition Services Agreement attached hereto as Exhibit “F”, which will include payroll services from Buyer to Seller and IT support services and infrastructure from Seller to Buyer, at no charge, through December 31, 2013. Seller shall keep the systems which are utilized by the Business functional through December 31, 2013, and shall notify Buyer of any planned service outages or planned modifications. Buyer shall use good faith efforts to transition off Seller’s IT systems prior to December 31, 2013. The parties will also agree to work together to establish reciprocal service agreements for engineering and project management services that may be billed to clients, at mutually acceptable rates.

Section 6.08     Agreement Not to Compete. For a period of three years from the Closing Date, Seller and its parent and affiliates will not compete within the Non-Compete Zone (as defined below) in the downstream refinery and petrochemical plant market for engineering and In Plant staffing services. The “Non-Compete Zone” shall be a land area defined as being south of an imaginary line that is 100 miles north of I-10, east of I-35, and only in the states of Texas, Louisiana, Mississippi & Alabama. The services for which the non-compete agreement will apply within this Non-Compete Zone are defined as being multi-discipline engineering, design and related project services, whether performed in Seller’s office or through on-site staffing assignment. The non-compete agreement will specifically not include these same services that are performed on specialized and modular engineered process systems. This non-complete will also not include these same services that are performed on automation, control or

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process analytical systems. Seller shall not be precluded from purchasing the stock or assets of another company that provides some level of downstream engineering services in the Non-Compete Zone so long as that portion of the business is no more than 10% of the overall revenue attributable to the assets acquired.

Section 6.09     Use of ENGlobal Trademarks. Buyer agrees to use commercially reasonable efforts to phase out the use of any ENGlobal trademarks or branding by December 31, 2013.

Section 6.10     Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right and the obligation to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”), and each such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend the Disclosure Schedules as of the Closing Date; provided, however, that if such event, development or occurrence which is the subject of the Schedule Supplement constitutes or relates to something that has had a Material Adverse Effect, then Buyer shall have the right to terminate this Agreement for failure to satisfy the closing condition set forth in Section 7.02(a); provided, further, that if Buyer has the right to, but does not elect to terminate this Agreement within ten Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter under any of the conditions set forth in Section 7.02(a) and, further, shall have irrevocably waived its right to indemnification under Section 8.02 with respect to such matter.

Section 6.11     Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Section 6.12     Collection of and Billing of Accounts Receivables. Buyer shall use commercially reasonable efforts to bill and collect the Working Capital prior to July 1, 2014.

ARTICLE VII

CONDITIONS TO CLOSING

Section 7.01     Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the

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transactions contemplated by this Agreement illegal or otherwise prohibiting consummation of such transactions.

Section 7.02     Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of Seller contained in Article IV shall be true and correct in all respects as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect.

(b) Seller shall have delivered to Buyer: duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliverables set forth in Section 3.02(a).

(c) Buyer’s receipt of Applications for employment with Buyer (or its affiliates) submitted by 90% of the current employees of the Business, and all of the Key Employees.

(d) There shall have been no Material Adverse Effect on the Business prior to the Closing Date.

Section 7.03     Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of Buyer contained in Article V shall be true and correct in all respects as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby.

(b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date.

(c) Buyer shall have delivered to Seller: the Purchase Price; duly executed counterparts to the Transaction Documents (other than this Agreement); and such other documents and deliveries set forth in Section 3.02(b).

ARTICLE VIII

INDEMNIFICATION

Section 8.01     Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and

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shall remain in full force and effect for six (6) months after the Closing Date. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and in those cases, each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period. Such claims shall survive until finally resolved.

Section 8.02     Indemnification By Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify Buyer against, and shall hold Buyer harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Buyer based upon, arising out of, with respect to or by reason of:

(a) any material inaccuracy in or material breach of any of the representations or warranties of Seller contained in this Agreement;

(b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement;

(c) any Excluded Asset or any Excluded Liability;

(d) any uncollected Net Working Capital, less the Net Working Capital Discount; or

(e) any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) for activity arising prior to the Closing Date.

(f) Limitations on Indemnity. Notwithstanding anything herein to the contrary, the sole remedy for Buyer under this indemnity for any Third Party Claim, uncollected Net Working Capital (less the Net Working Capital Discount) or for a breach or non-performance of a covenant contained in this Agreement or any Transaction Document shall be offset against the Promissory Note, and the maximum amount that the Seller shall be obligated to pay with respect to any and all obligations of indemnity under this Section 8.02 shall be equal to One Million Five Hundred Fifty Thousand Dollars ($1,550,000). Seller shall have no indemnity obligations after the second anniversary of the Closing Date. A Third Party Claim shall not be brought by Buyer under or pursuant to this Section 8.02, unless the amount of that claim exceeds One Hundred Thousand and No/100 Dollars ($100,000).

(g) Right of Set-Off. Upon written notice to Seller specifying in reasonable detail the basis for such set-off, Buyer shall have the right to set off any amount to which it is entitled under this Article 8 (Indemnity) , against its payment obligations under the Promissory Note. Buyer shall transfer back to Seller all uncollected Accounts Receivable which is the basis of the Indemnity.

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Section 8.03     Indemnification By Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of, with respect to or by reason of:

(a) any material inaccuracy in or material breach of any of the representations or warranties of Buyer contained in this Agreement;

(b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement;

(c) any Assumed Asset or any Assumed Liability; or

(d) any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) for activity arising on or after the Closing Date.

(e) Limitations on Indemnity. Notwithstanding anything herein to the contrary, the maximum amount that the Buyer shall be obligated to pay with respect to any and all obligations of indemnity under this Section 8.03 shall be equal to One Million Five Hundred Fifty Thousand Dollars ($1,550,000). Buyer shall have no indemnity obligations after the second anniversary of the Closing Date. A Third Party Claim shall not be brought by Seller under or pursuant to this Section 8.03, unless the amount of that claim exceeds One Hundred Thousand and No/100 Dollars ($100,000).

Section 8.04     Exclusive Remedies. Subject to Section 10.04, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIII. Nothing in this Section 8.04 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to Section 10.04.

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ARTICLE IX

TERMINATION

Section 9.01     Termination. This Agreement may be terminated at any time prior to the Closing:

(a) By Buyer if any Conditions to obligations of Closing are not met by Seller; provided that Buyer is not in material breach of this Agreement;

(b) By Seller if any Conditions to obligations of Closing are not met by Buyer; provided that Seller is not in material breach of this Agreement

(c) By the mutual written consent of Seller and Buyer;

(d) By either party if the Closing does not occur within seven (7) days of the stated Closing Date, provided that a party then in material breach of this Agreement may not exercise such right;

(e) By Buyer or Seller if there has been a Material Adverse Effect; and

(f) In the event that either party fails to close (other than as set out in a, b, c & e above), it shall be considered a material breach of this Agreement, and the parties mutually agree that it would be difficult or impossible to reasonably ascertain the damages incurred and as such agree that such breaching party shall be liable to the non-breaching party for liquidated damages in the amount of One Million Dollars ($1,000,000.00), due on September 30, 2013. The parties further agree this amount is in reasonable relation to actual damages and that it shall not be considered a penalty.

Section 9.02     Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:

(a) as set forth in this 0, and Article X hereof; and

(b) that nothing herein shall relieve any party hereto from liability for any intentional breach of any provision hereof.

(c) If this Agreement is terminated as provided herein each party shall redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same or destroy such documents, work papers and other material and confirm such destruction in writing.

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ARTICLE X

MISCELLANEOUS

Section 10.01     Expenses. Except as otherwise expressly provided herein, Seller and Buyer shall each pay all of its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including but not limited to, fees and expenses of its own financial consultants, accountants, and legal counsel.

Section 10.02     Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02):

If to Seller:	ENGlobal U.S., Inc. 654 N. Sam Houston Parkway E., Suite 400 Houston, TX 77060-5914 E-mail: tami.walker@englobal.com
	Attn: General Counsel
If to Buyer:	Furmanite America, Inc. 10370 Richmond Avenue, 6th Floor Houston, TX 77042 E-mail: wfry@furmanite.com Attention: William Fry, Vice-President & General Counsel

Section 10.03 Governing Law; Submission to Jurisdiction; Mediation; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law

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provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Texas.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL OR STATE COURTS IN HARRIS COUNTY TEXAS, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS.

(c) Prior to instituting any legal proceeding, the party with a dispute shall provide written notice to the other party of the nature of the dispute and provide as much detail as possible to assist the other party with their investigation and response. Within fourteen days of the notice, each party shall appoint at least one senior executive to meet to resolve the dispute. In the event the parties fail to resolve the dispute in a mutually agreeable manner, the parties shall, within thirty days of the meeting, select a mutually acceptable, neutral mediator and submit the matter to mediation. The parties shall work with the mediator in good faith to resolve the dispute. Each party shall bear its own expense for mediation, and the parties shall equally divide the cost of the mediator.

Section 10.04     Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 10.05     No Consequential Damages. EXCEPT FOR THE INDEMNITY OBLIGATIONS RELATED TO DAMAGES TO THIRD PARTIES, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL DAMAGES, INCLUDING INCIDENTAL, PUNITIVE DAMAGES, LOST PROFITS, LOST OPPORTUNITY DAMAGES OR OTHER SIMILAR FORMS OF DAMAGES.

Section 10.06     Pro Forma Exhibits and Schedules. The parties acknowledge that certain exhibits and schedules hereto are noted as pro forma and as such the parties shall use their best efforts to finalize the language in such exhibits and schedules at least 5 days prior to closing. The parties agree the language contained in such exhibits shall be substantially the same as the pro forma versions. Buyer shall use reasonable efforts to accommodate requests from Seller’s lender for updates to the pro forma exhibits. The parties may agree on modifications or corrections to any of the schedules prior to Closing.

Section 10.07     Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to

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modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 10.08     Entire Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section 10.09     Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 10.10     No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 10.11     Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 10.12     Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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[INTENTIONALLY LEFT BLANK]

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

ENGLOBAL U.S., Inc.	FURMANITE AMERICA, INC.
By	By
Name: William A. Coskey	Name: Charles R. Cox
Title: Chief Executive Officer	Title: Authorized Signer

Exhibit A—Promissory Note and Parent Guaranty

Exhibit B—Bill of Sale

Exhibit C—Assignment and Assumption Agreement

Exhibit D—Partial Assignment and Assumption Agreement

Exhibit E—Limited Consent

Exhibit F—Transition Services Agreement

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APPENDIX I - DEFINITIONS

The following terms have the meanings specified or referred to in this Article I:

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person at the time of the execution of the Agreement. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in the United States are authorized or required by Law to be closed for business.

“Code” means the Internal Revenue Code of 1986, as amended.

“Confidentiality Agreement” means the Confidentiality Agreement, dated as of September 13, 2012 between Buyer and Seller.

“Contracts” means all legally binding written contracts, leases, mortgages, licenses, instruments, notes, commitments, undertakings, indentures and other agreements of the Business.

“Disclosure Schedules” means the Disclosure Schedules delivered by Seller and Buyer concurrently with the execution and delivery of this Agreement.

“Dollars or $” means the lawful currency of the United States.

“Employees” means those Persons employed by Seller who worked for the Business immediately prior to the Closing.

“Encumbrance” means any lien, pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment or other similar encumbrance.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court or tribunal of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hazardous Materials” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or man-made, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls.

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“Intellectual Property” means any and all of the following in any jurisdiction throughout the world: (a) trademarks and service marks, including all applications and registrations and the goodwill connected with the use of and symbolized by the foregoing; (b) copyrights, including all applications and registrations, and works of authorship, whether or not copyrightable; (c) trade secrets and confidential know-how; (d) patents and patent applications; (e) websites and internet domain name registrations; and (f) all other intellectual property and industrial property rights and assets, and all rights, interests and protections that are associated with, similar to, or required for the exercise of, any of the foregoing.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Losses” means actual out-of-pocket losses, damages, liabilities, costs or expenses, including reasonable attorneys’ fees, but excluding punitive, incidental, consequential, special or indirect damages (such as loss of revenue, diminution in value and any damages based on any type of multiple).

“Material Adverse Effect” means any event, change or occurrence which, individually or together with any one or more other events, changes or occurrences, (A) has had, or would be reasonably likely to have, a material adverse effect upon the business, operations, assets, liabilities, condition (financial or otherwise) or operating results of the Business and/or the Purchased Assets, or (B) materially impairs, or would be reasonably likely to materially impair, the ability of any Seller or Buyer to consummate, or prevents or materially delays, or would be reasonably likely to prevent or materially delay, any of the transactions contemplated by this Agreement; provided, however, that in no event shall any of the following events, changes, or occurrences constitute a “Material Adverse Effect” or be considered in determining whether a “Material Adverse Effect” has occurred or is likely or expected to occur: (i) changes in economic, financial market, regulatory, business or political conditions generally, any outbreak of hostilities or war, acts of terrorism, natural disasters or other force majeure events, in each case occurring after the date of this Agreement in the United States or any other country or region in which the Business operates, except to the extent that such changes have a materially disproportionate effect (relative to other industry participants) on the Business, (ii) changes in conditions generally affecting the industry in which the Business operates, except to the extent that such changes have a materially disproportionate effect (relative to other industry participants) on the Business, (iii) any change in Law or changes to GAAP, in each case after the date of this Agreement, (iv) the negotiation, execution, announcement or pendency of this Agreement, (v) the failure of the Business to meet any internal industry analyst projections or forecasts or estimates of revenues or earnings for any period, and (vi) fluctuations in the price or trading volume of the shares of common stock of ENG, except that clauses (v) and (vi) shall not prevent any underlying causes of such failure or fluctuations from being considered in determining whether a Material Adverse Effect has occurred. Voluntarily or involuntary filing of bankruptcy of Seller shall be considered a Material Adverse Effect.

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“Net Working Capital” shall mean the sum of the amounts in the following accounts: 1) Accounts Receivable - Trade, 2) Retention Receivable, 3) Unbilled Accounts Receivable – Trade, 4) Costs in Excess of Billings, 5) Accounts Receivable - Other and 6) pre-paid accounts and deposits, less the sum of the amounts in the following accounts: 1) Accounts payable – Trade, 2) Accrued Payable – Trade, 3) Accrued Salaries, 4) Accrued Compensated Absences, 5) Billings in Excess of Costs, 6) Accounts Payable – Other, 7) Accrued Property Tax attributable to the Business.

“Permits” means all permits, licenses, franchises, approvals, authorizations and consents company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Representative” means, with respect to any Person, any and all directors, officers, employees required to be obtained from Governmental Authorities.

“Permitted Encumbrances” means (a) liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures; (b) liens on leased assets being assumed, specifically the security interest held by GE, Dell, ABM, and HP in the computer equipment, software and copiers under their respective leases and the liens held by Enterprise and Rent-All on leased automobiles, (c) easements, rights of way, zoning ordinances and other similar encumbrances affecting Leased Real Property, (d) mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business, (e) other imperfections of title or Encumbrances, if any, that would not have a Material Adverse Effect.

“Person” means an individual, corporation, partnership, joint venture, limited liability, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Seller’s Knowledge” or any other similar knowledge qualification means the actual knowledge of the senior officers of Seller.

“Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, property, and personal property taxes.

“Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document required to be filed with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Transaction Documents” means this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Partial Assignment and Assumption Agreement, the Transition Service Agreement, and the other agreements, instruments and documents required to be delivered at the Closing.

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Charles R. Cox, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Furmanite Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 2, 2013

/s/ CHARLES R. COX

Charles R. Cox

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert S. Muff, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Furmanite Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in 3his report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 2, 2013

/s/ ROBERT S. MUFF

Robert S. Muff

Chief Accounting Officer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906(A) OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, being the Chief Executive Officer of Furmanite Corporation (the “Company”), hereby certifies that, to his knowledge, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, filed with the United States Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ CHARLES R. COX

Charles R. Cox

Chief Executive Officer

This written statement is being furnished to the Securities and Exchange Commission as an exhibit to such Form 10-Q. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: August 2, 2013

EX-32.2

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 906(A) OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, being the Principal Financial Officer of Furmanite Corporation (the “Company”), hereby certifies that, to his knowledge, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, filed with the United States Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ ROBERT S. MUFF

Robert S. Muff

Chief Accounting Officer

(Principal Financial and Accounting Officer)

This written statement is being furnished to the Securities and Exchange Commission as an exhibit to such Form 10-Q. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: August 2, 2013

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Derivative Instruments and Hedging Activities

6 Months Ended

Jun. 30, 2013

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

10. Derivative Instruments and Hedging Activities

The Company manages economic risk, including interest rate, liquidity and credit risks primarily by managing the amount, sources, and duration of its debt funding and, to a limited extent, the use of derivative instruments. The Company does not enter into derivative instruments for speculative purposes.

During the three months ended June 30, 2013, the Company entered into a forward-dated interest rate swap to hedge interest rate risk on its $39.3 million Credit Agreement. The Company’s objective in using the interest rate derivative is to manage exposure to interest rate movements and add stability to interest expense. Upon inception, the interest rate swap has been designated as a cash flow hedge and involves the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreement without exchange of the underlying notional amount.

The following table summarizes the terms of the interest rate swap outstanding at June 30, 2013 (in thousands).

Type	Effective Date		Maturity Date		Fixed Rate			Floating Rate		Notional Amount
Interest rate swap		April 29, 2014		February 28, 2017		0.75	%		1 Month LIBOR	$	39,300

The table below presents the fair value of the Company’s derivative financial instrument as well as its classification on the consolidated balance sheets as of June 30, 2013 (in thousands).

		Asset Derivative Instruments			Liability Derivative Instruments
		June 30, 2013			June 30, 2013
	Classification	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Interest rate swap	Current	Prepaid expenses and other current assets	$	—	Accrued expenses and other current liabilities	$	—
Interest rate swap	Non-current	Intangible and other assets, net		503	Other liabilities		—
Total			$	503		$	—

See Note 14 for additional information on the fair value of the Company’s interest rate swap. The Company had no outstanding derivative instruments at December 31, 2012.

The Company has concluded that the hedging relationship for the interest rate swap is highly effective. The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in other comprehensive income and will be subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivative is recognized directly in earnings and included in interest income and other income (expense) on the consolidated statements of income.

Amounts reported in other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The Company estimates that approximately $30 thousand will be reclassified from other comprehensive income as an increase to interest expense over the next twelve months.

The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of comprehensive income (in thousands).

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2013		2012		2013		2012
Amount of income recognized in other comprehensive income (loss) for the interest rate swap, net of tax (effective portion)	$	302	$	—	$	302	$	—
Amount of loss reclassified from accumulated other comprehensive loss into interest expense for the interest rate swap, net of tax (effective portion)		—		—		—		—
Amount of loss reclassified from accumulated other comprehensive loss into interest income and other income (expense) for the interest rate swap, net of tax (ineffective portion)		—		—		—		—

Derivative financial agreements expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company believes it minimizes the credit risk by transacting with major credit-worthy financial institutions.

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Derivative Instruments and Hedging Activities - Summary of Derivative Financial Instruments (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amount of loss reclassified from accumulated other comprehensive loss into interest income (expense) and other income (expense) for the interest rate swap, net of tax	$ 278	$ 197	$ 556	$ 598
Reclassification out of Accumulated Other Comprehensive Income [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amount of loss reclassified from accumulated other comprehensive loss into interest income (expense) and other income (expense) for the interest rate swap, net of tax			30
Interest Rate Swap [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amount of income recognized in other comprehensive income (loss) for the interest rate swap, net of tax (effective portion)	302		302
Interest Rate Swap [Member] | Aocl Income Effective Portion [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amount of loss reclassified from accumulated other comprehensive loss into interest income (expense) and other income (expense) for the interest rate swap, net of tax
Interest Rate Swap [Member] | Aocl Income Ineffective Portion [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amount of loss reclassified from accumulated other comprehensive loss into interest income and other income (expense) for the interest rate swap, net of tax (ineffective portion)

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CONSOLIDATED INCOME STATEMENTS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Statement [Abstract]
Revenues	$ 108,376	$ 85,928	$ 197,414	$ 157,710
Costs and expenses:
Operating costs (exclusive of depreciation and amortization)	71,697	58,326	134,428	110,678
Depreciation and amortization expense	2,679	1,964	5,508	3,989
Selling, general and administrative expense	22,376	20,835	41,776	38,991
Total costs and expenses	96,752	81,125	181,712	153,658
Operating income	11,624	4,803	15,702	4,052
Interest income and other income (expense), net	(181)	(72)	148	(200)
Interest expense	(278)	(197)	(556)	(598)
Income before income taxes	11,165	4,534	15,294	3,254
Income tax expense	(4,404)	(2,690)	(5,969)	(2,240)
Net income	$ 6,761	$ 1,844	$ 9,325	$ 1,014
Earnings per common share:
Basic	$ 0.18	$ 0.05	$ 0.25	$ 0.03
Diluted	$ 0.18	$ 0.05	$ 0.25	$ 0.03
Weighted-average number of common and common equivalent shares used in computing earnings per common share:
Basic	37,402	37,253	37,372	37,229
Diluted	37,552	37,342	37,521	37,357

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Earnings Per Share

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Earnings Per Share

3. Earnings Per Share

Basic earnings per share (“EPS”) are calculated as net income divided by the weighted-average number of shares of common stock outstanding during the period, which includes restricted stock. Restricted shares of the Company’s common stock have full voting rights and participate equally with common stock in dividends declared, if any, and undistributed earnings. As participating securities, the shares of restricted stock are included in the calculation of basic EPS using the two-class method. Diluted earnings per share assumes issuance of the net incremental shares from stock options and restricted stock units when dilutive. The weighted-average common shares outstanding used to calculate diluted earnings per share reflect the dilutive effect of common stock equivalents including options to purchase shares of common stock and restricted stock units, using the treasury stock method.

Basic and diluted weighted-average common shares outstanding and earnings per share include the following (in thousands, except per share data):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2013		2012		2013		2012
Net income	$	6,761	$	1,844	$	9,325	$	1,014
Basic weighted-average common shares outstanding		37,402		37,253		37,372		37,229
Dilutive effect of common stock equivalents		150		89		149		128
Diluted weighted-average common shares outstanding		37,552		37,342		37,521		37,357
Earnings per share:
Basic	$	0.18	$	0.05	$	0.25	$	0.03
Dilutive	$	0.18	$	0.05	$	0.25	$	0.03
Stock options and restricted stock units excluded from diluted weighted-average common shares outstanding because their inclusion would have an anti-dilutive effect:		1,126		1,583		1,010		930

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Summary of Basic and Diluted Weighted-Average Common Shares Outstanding and Earnings (Loss) Per Share

Basic and diluted weighted-average common shares outstanding and earnings per share include the following (in thousands, except per share data):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2013		2012		2013		2012
Net income	$	6,761	$	1,844	$	9,325	$	1,014
Basic weighted-average common shares outstanding		37,402		37,253		37,372		37,229
Dilutive effect of common stock equivalents		150		89		149		128
Diluted weighted-average common shares outstanding		37,552		37,342		37,521		37,357
Earnings per share:
Basic	$	0.18	$	0.05	$	0.25	$	0.03
Dilutive	$	0.18	$	0.05	$	0.25	$	0.03
Stock options and restricted stock units excluded from diluted weighted-average common shares outstanding because their inclusion would have an anti-dilutive effect:		1,126		1,583		1,010		930

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Commitments and Contingencies - Additional Information (Detail) (Uninsured Risk [Member], USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Uninsured Risk [Member]
Loss Contingencies [Line Items]
Undiscounted reserve for environmental liabilities	$ 0.9	$ 0.9
Reserve for uninsured liability or damage reserve	$ 1.9	$ 1.9

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Income Taxes

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Income Taxes

11. Income Taxes

For the six months ended June 30, 2013 and 2012, the Company recorded income tax expense of $6.0 million and $2.2 million, respectively. For the three months ended June 30, 2013 and 2012, the Company recorded income tax expense of $4.4 million and $2.7 million, respectively. For the three and six months ended June 30, 2013 and 2012, the income tax expense reflects the Company’s estimated annual effective income tax rate considering the statutory rates in the countries in which the Company operates and the effects of valuation allowance changes for certain foreign entities.

Income tax expense as a percentage of income before income taxes was approximately 39.4% and 59.3% for the three months ended June 30, 2013 and 2012, respectively, and 39.0% and 68.8% for the six months ended June 30, 2013 and 2012, respectively. The difference in the income tax rates between periods is related to changes in the mix of income or loss before income taxes between countries whose income taxes are offset by full valuation allowance and those that are not, and differing statutory tax rates in the countries in which the Company incurs tax liabilities.

Unrecognized Tax Benefits

A reconciliation of the change in the unrecognized tax benefits for the three months ended June 30, 2013 is as follows (in thousands):

Balance at December 31, 2012	$	1,149
Additions based on tax positions		276
Reductions due to lapses of statutes of limitations		(218	)
Balance at June 30, 2013	$	1,207

Unrecognized tax benefits at June 30, 2013 and December 31, 2012 of $1.2 million and $1.1 million, respectively, for uncertain tax positions, primarily related to transfer pricing, are included in other liabilities on the consolidated balance sheets and would impact the effective tax rate for certain foreign jurisdictions if recognized.

The Company incurred no significant interest or penalties for the three or six months ended June 30, 2013 or 2012 related to underpayments of income taxes or uncertain tax positions.

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Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance, net	$ (15,572)	$ (11,109)	$ (14,614)	$ (12,522)
Other comprehensive income (loss) before reclassifications1	(974)	(1,136)	(2,169)	123
Amounts reclassified from accumulated other comprehensive income2 3	232	154	469	308
Net other comprehensive income	(742)	(982)	(1,700)	431
Ending balance, net	(16,314)	(12,091)	(16,314)	(12,091)
Defined Benefit Pension Items [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance, net	(15,541)	(12,766)	(16,853)	(12,524)
Other comprehensive income (loss) before reclassifications1	(3)	268	1,072	(128)
Amounts reclassified from accumulated other comprehensive income2 3	232	154	469	308
Net other comprehensive income	229	422	1,541	180
Ending balance, net	(15,312)	(12,344)	(15,312)	(12,344)
Interest Rate Swap [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other comprehensive income (loss) before reclassifications1	302		302
Net other comprehensive income	302		302
Ending balance, net	302		302
Foreign Currency Items [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance, net	(31)	1,657	2,239	2
Other comprehensive income (loss) before reclassifications1	(1,273)	(1,404)	(3,543)	251
Net other comprehensive income	(1,273)	(1,404)	(3,543)	251
Ending balance, net	$ (1,304)	$ 253	$ (1,304)	$ 253

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Business Segment Data and Geographical Information - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013 Segment	Dec. 31, 2012
Segment Reporting Information [Line Items]
Number of segments Company operates in	3
Number of geographical areas comprised by segments	3
Goodwill	$ 15,524	$ 15,524
Americas [Member]
Segment Reporting Information [Line Items]
Goodwill	7,000	7,000
EMEA [Member]
Segment Reporting Information [Line Items]
Goodwill	6,600	6,600
Asia-Pacific [Member]
Segment Reporting Information [Line Items]
Goodwill	$ 1,900	$ 1,900

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Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Parenthetical) (Detail) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Payables And Accruals [Abstract]
Compensation and benefits restructuring accruals	$ 400,000	$ 2,000,000
Restructuring accruals, Other	$ 32,000	$ 100,000

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Long-Term Debt

Long-term debt consists of the following (in thousands):

	June 30, 2013			December 31, 2012
Borrowings under the revolving credit facility (the “Credit Agreement”)	$	39,300		$	39,300
Capital leases		30			45
Notes payable		2,801			1,010
Other debt		274			1,444
Total long-term debt		42,405			41,799
Less: current portion of long-term debt		(1,360	)		(2,190	)
Total long-term debt, non-current	$	41,045		$	39,609

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Restructuring (Tables)

6 Months Ended

Jun. 30, 2013

Restructuring And Related Activities [Abstract]

Summary of Restructuring Cost

Restructuring costs associated with the 2010 and 2012 Cost Reduction Initiatives were incurred in the Company’s EMEA segment and consist of the following (in thousands):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2013		2012		2013		2012
Severance and benefit costs	$	—	$	643	$	—	$	644
Lease termination costs		—		61		—		61
Other restructuring costs		—		42		—		42
Total	$	—	$	746	$	—	$	747

Summary of Activity Related to Reserves Associated with Remaining Cost Reduction Initiative

The activity related to reserves associated with the remaining cost reduction initiatives for the six months ended June 30, 2013, is as follows (in thousands):

	Reserve at December 31, 2012		Charges		Cash payments			Foreign currency adjustments			Reserve at June 30, 2013
2010 Cost Reduction Initiative
Severance and benefit costs	$	436	$	—	$	(101	)	$	(7	)	$	328
Lease termination costs		24		—		—			—			24
Other restructuring costs		19		—		(18	)		—			1
2012 Cost Reduction Initiative
Severance and benefit costs		1,533		—		(1,420	)		(23	)		90
Lease termination costs		76		—		(75	)		(1	)		—
Other restructuring costs		33		—		(27	)		1			7
Total	$	2,121	$	—	$	(1,641	)	$	(30	)	$	450

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Stock-Based Compensation - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified			3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2013 Restricted Stock [Member]	Jun. 30, 2013 Restricted Stock [Member] Minimum [Member]	Jun. 30, 2012 Restricted Stock [Member] Minimum [Member]	Jun. 30, 2013 Restricted Stock [Member] Maximum [Member]	Jun. 30, 2012 Restricted Stock [Member] Maximum [Member]	Jun. 30, 2013 Restricted Stock Units (RSUs) [Member]	Jun. 30, 2012 Selling, general and administrative expenses [Member] Minimum [Member]	Jun. 30, 2012 Selling, general and administrative expenses [Member] Maximum [Member]	Mar. 31, 2013 Employee [Member]	Jun. 30, 2012 Employee [Member]	Mar. 31, 2012 Employee [Member] Restricted Stock Units (RSUs) [Member]	Mar. 31, 2012 Director [Member] Restricted Stock Units (RSUs) [Member]	Mar. 31, 2013 Director [Member] Restricted Stock Award [Member]	Jun. 30, 2013 Certain Employees [Member]	Jun. 30, 2012 Certain Employees [Member]	Jun. 30, 2013 Certain Employees [Member] Restricted Stock Units (RSUs) [Member]	Jun. 30, 2012 Certain Employees [Member] Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Selling, general and administrative expenses for stock-based compensation			$ 0.4	$ 0.3	$ 0.6	$ 0.5
Selling, general and administrative expenses related to accelerated vesting								0.1	0.1
Company granted number of restricted stock award													40,000	30,000
Company granted option with grant date fair market value												$ 6.99	$ 6.99	$ 6.05
Company granted option to purchase number of shares of common stock										35,000	30,000				344,900	801,658
Company granted option with grant date fair market value										$ 3.51	$ 2.71				$ 3.93	$ 2.61	$ 6.89	$ 4.63
Restricted stock, units vested in period							46,403
Restricted stock units grant date, fair value							0.3
Common stock							36,391
Common stock withheld for tax obligation							10,012
Company granted number of restricted stock units												154,721					459,032	402,469
Total unrecognized compensation expenses related to restricted stock awards		4.9
Total unrecognized compensation expense related to stock options	$ 2.9

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General and Summary of Significant Accounting Policies - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2013
Income Tax Disclosure [Abstract]
Likelihood of Unfavorable Settlement	greater than 50 percent

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Restructuring - Summary of Restructuring Cost (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Restructuring And Related Activities [Abstract]
Severance and benefit costs		$ 643		$ 644
Lease termination costs		61		61
Other restructuring costs		42		42
Restructuring costs, Total		$ 746		$ 747

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Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Interest Rate Swap [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Net of tax expense	$ 0.2		$ 0.2
Defined Benefit Pension Items [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Net of tax expense	0.1	0.1	0.5	0.1
Reclassification out of Accumulated Other Comprehensive Income [Member] | Defined Benefit Pension Items [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Net of tax expense	$ 0.1	$ 0.1	$ 0.1	$ 0.1

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Summary of Reconciliation of Change in Unrecognized Tax Benefits

A reconciliation of the change in the unrecognized tax benefits for the three months ended June 30, 2013 is as follows (in thousands):

Balance at December 31, 2012	$	1,149
Additions based on tax positions		276
Reductions due to lapses of statutes of limitations		(218	)
Balance at June 30, 2013	$	1,207

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Long-Term Debt - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended			12 Months Ended	6 Months Ended			1 Months Ended		6 Months Ended				6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013 Borrowings under the revolving credit facility (the "Credit Agreement") [Member]	Jun. 30, 2013 Letter of Credit [Member]	Dec. 31, 2012 Promissory Note Issued for Asset Purchase [Member] Installment	Jun. 30, 2013 Borrowings under the revolving credit facility (the "Credit Agreement") [Member]	Mar. 05, 2012 Borrowings under the revolving credit facility (the "Credit Agreement") [Member]	Jun. 30, 2013 Swing Line Loans [Member]	Feb. 28, 2013 Notes payable [Member]	Feb. 23, 2011 Notes payable [Member]	Jun. 30, 2013 Notes payable [Member]	Dec. 31, 2012 Notes payable [Member]	Jun. 30, 2013 Other Debt [Member]	Dec. 31, 2012 Other Debt [Member]	Jun. 30, 2013 Maximum [Member]	Jun. 30, 2013 Minimum [Member]	Jun. 30, 2013 Foreign Subsidiary [Member]
Credit Facilities [Line Items]
Credit agreement dated						Mar. 05, 2012
Maturity date		Feb. 28, 2017			Feb. 28, 2017			Mar. 01, 2014		Feb. 23, 2013
Revolving credit facility					$ 75.0
Amount available for issuance of letters of credit			20.0
Amount available for swing line loans to FWI							7.5
Maximum loans outstanding to the foreign subsidiary designated borrowers																50.0
Balance outstanding under credit agreements		39.3	1.5
Interest rate basis		Prime rate, federal funds rate or Eurocurrency rate			Prime rate, federal funds rate or Eurocurrency rate
Interest rate description		Borrowings under the Credit Agreement bear interest at variable rates (based on the prime rate, federal funds rate or Eurocurrency rate, at the option of the borrower, including a margin above such rates, and subject to an adjustment based on a calculated Funded Debt to Adjusted EBITDA ratio (the "Leverage Ratio" as defined in the Credit Agreement)), which was 2.0% at June 30, 2013.			Borrowings under the Credit Agreement bear interest at variable rates (based on the prime rate, federal funds rate or Eurocurrency rate, at the option of the borrower, including a margin above such rates, and subject to an adjustment based on a calculated Funded Debt to Adjusted EBITDA ratio (the "Leverage Ratio" as defined in the Credit Agreement)), which was 2.0% at June 30, 2013.
Basis of Percentage of commitment fees description		The Credit Agreement contains a commitment fee, which ranges from 0.25% to 0.30% based on the Leverage Ratio (0.25% at June 30, 2013), and is based on the unused portion of the amount available under the Credit Agreement			The Credit Agreement contains a commitment fee, which ranges from 0.25% to 0.30% based on the Leverage Ratio (0.25% at June 30, 2013), and is based on the unused portion of the amount available under the Credit Agreement
Credit agreement commitment fee														0.30%	0.25%
FWI and certain of subsidiaries assets guaranteed under guarantee and collateral agreement	164.7
Interest rate swap fixed rate	0.75%
Credit agreement variable interest rates	2.00%
Credit agreement leverage ratio	0.25%
Credit Agreement includes financial covenants, Leverage ratio														2.75
Credit Agreement includes financial covenants, fixed charge coverage ratio															1.25
Credit Agreement minimum asset coverage ratio															1.50
Credit Facility Financial Covenants Description	The Credit Agreement includes financial covenants, which require that the Company maintain: (i) Leverage Ratio of no more than 2.75 to 1.00 as of the last day of each fiscal quarter, measured on a trailing four-quarters basis, (ii) a fixed charge coverage ratio of at least 1.25 to 1.00, defined as Adjusted EBITDA minus capital expenditures / interest plus cash taxes plus scheduled payments of debt plus Restricted Payments made (i.e. all dividends, distributions and other payments in respect of capital stock, sinking funds or similar deposits on account thereof or other returns of capital, redemption or repurchases of equity interests, and any payments to Parent or its subsidiaries (other than FWI and its Subsidiaries)), and (iii) a minimum asset coverage of at least 1.50 to 1.00, defined as cash plus net accounts receivable plus net inventory plus net property, plant and equipment of FWI and its material subsidiaries that are subject to a first priority perfected lien in favor of the Administrative Agent and the Lenders / Funded Debt. FWI is also subject to certain other compliance provisions including, but not limited to, restrictions on indebtedness, guarantees, dividends and other contingent obligations and transactions
Credit Agreement unused borrowing capacity		34.2
Notes payable issued for acquisition									5.1
Notes payable denominated in U.S. dollars									2.9
Notes payable denominated in Australian dollar									2.2
Notes payable outstanding											1.0
Notes bear interest at a fixed rate											2.50%
Debt related to asset purchase				1.9				0.9					1.4
Interest rate on promissory note				5.00%
Number of installments on promissory note				4
Installments due in 2014				0.5								0.1
Installments due in 2015				0.5								0.1
Installments due in 2016				0.5
Installments due in 2017				0.5
Long term debt outstanding												0.3	1.4
Installments due in 2013												$ 1.2

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Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2013

Text Block [Abstract]

Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

	June 30, 2013		December 31, 2012
Compensation and benefits1	$	19,734	$	16,609
Estimated potential uninsured liability claims		1,934		1,934
Value added tax payable		1,524		1,284
Professional, audit and legal fees		1,289		1,508
Taxes other than income		1,232		1,346
Rent		552		568
Other employee related expenses		439		222
Customer deposits		133		795
Interest		47		24
Other2		1,802		1,438
	$	28,686	$	25,728

¹  Includes restructuring accruals of $0.4 million and $2.0 million as of June 30, 2013 and December 31, 2012, respectively.

²  Includes restructuring accruals of $32 thousand and $0.1 million as of June 30, 2013 and December 31, 2012, respectively.

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (USD $) In Thousands, except Share data	Total	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-In Capital [Member]	(Accumulated Deficit) Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]
Beginning balance at Dec. 31, 2011	$ 118,889	$ 4,765	$ (18,013)	$ 133,062	$ 11,597	$ (12,522)
Beginning balance, shares at Dec. 31, 2011		41,140,538	4,008,963
Net income	805	0	0	0	805	0
Stock-based compensation and stock option exercises and vesting of restricted stock	1,477	18	0	1,459	0	0
Stock-based compensation and stock option exercises, vesting of restricted stock, shares		189,000
Change in pension net actuarial loss and prior service credit, net of tax	(4,329)	0	0	0	0	(4,329)
Foreign currency translation adjustment	2,237	0	0	0	0	2,237
Ending balance at Dec. 31, 2012	119,079	4,783	(18,013)	134,521	12,402	(14,614)
Ending balance, shares at Dec. 31, 2012		41,329,538	4,008,963
Net income	9,325	0	0	0	9,325	0
Stock-based compensation and stock option exercises and vesting of restricted stock	717	12	0	705	0	0
Stock-based compensation and stock option exercises, vesting of restricted stock, shares		95,991
Change in pension net actuarial loss and prior service credit, net of tax	1,541	0	0	0	0	1,541
Unrealized gain on interest rate swap, net of tax	302	0	0	0	0	302
Foreign currency translation adjustment	(3,543)	0	0	0	0	(3,543)
Ending balance at Jun. 30, 2013	$ 127,421	$ 4,795	$ (18,013)	$ 135,226	$ 21,727	$ (16,314)
Ending balance, shares at Jun. 30, 2013		41,425,529	4,008,963

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General and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

General and Summary of Significant Accounting Policies

1. General and Summary of Significant Accounting Policies

General

The consolidated interim financial statements include the accounts of Furmanite Corporation (the “Parent Company”) and its subsidiaries (collectively, the “Company” or “Furmanite”). All intercompany transactions and balances have been eliminated in consolidation. These unaudited consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnote disclosures required by U.S. GAAP for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 as filed with the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) and accruals, necessary for a fair presentation of the financial statements, have been made. Interim results of operations are not necessarily indicative of the results that may be expected for the full year.

Revenue Recognition

Revenues are recorded in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition, when realized or realizable, and earned.

Revenues are recognized using the completed-contract method, when persuasive evidence of an arrangement exists, services to customers have been rendered or products have been delivered, the selling price is fixed or determinable and collectability is reasonably assured. Revenues are recorded net of sales tax. Substantially all projects are short term in nature; however, the Company occasionally enters into contracts that are longer in duration that represent multiple element arrangements, which include a combination of services and products. The Company separates deliverables into units of accounting based on whether the deliverables have standalone value to the customer. The arrangement consideration is allocated to the separate units of accounting based on each unit’s relative selling price generally determined using vendor specific objective evidence. Revenues are recognized for the separate units of accounting when services to customers have been rendered or products have been delivered and risk of ownership has passed to the customer. The Company provides limited warranties to customers, depending upon the service performed. Warranty claim costs were not material during either of the three or six months ended June 30, 2013 or 2012.

Inventories

Inventories are valued at the lower of cost or market. Cost is determined using the weighted average cost method. Inventory quantities on hand are reviewed regularly based on related service levels and functionality, and carrying cost is reduced to net realizable value for inventories in which their cost exceeds their utility, due to physical deterioration, obsolescence, changes in price levels or other causes. The cost of inventories consumed or products sold are included in operating costs.

Operating Costs

Operating costs include direct and indirect labor along with related fringe benefits, materials, freight, travel, engineering, vehicles, equipment rental and restructuring charges, and are expensed when the associated revenue is recognized or as incurred. Direct costs related to projects for which the earnings process have not been completed and therefore not qualifying for revenue recognition are recorded as work-in-process inventory.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include payroll and related fringe benefits, marketing, travel, rent, information technology, insurance, professional fees and restructuring charges, and are expensed as incurred.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred income taxes are recognized for the expected further tax consequences of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. These balances are measured using the enacted tax rates expected to apply in the year(s) in which these temporary differences are expected to reverse. The effect on deferred income taxes of a change in tax rates is recognized as an income tax expense or benefit in the period when the change is enacted.

Based on consideration of all available evidence regarding their utilization, net deferred tax assets are recorded to the extent that it is more likely than not that they will be realized. Where, based on the weight of all available evidence, it is more likely than not that some amount of a deferred tax asset will not be realized, a valuation allowance is established for that amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. In concluding whether a valuation allowance on domestic federal, state or foreign income taxes is required, the Company considers all relevant factors, including the history of operating income and losses, future taxable income and the nature of the deferred tax assets.

Income tax expense differs from the expected tax at statutory rates due primarily to changes in valuation allowances for certain deferred tax assets and different tax rates in the various foreign jurisdictions. Additionally, the aggregate tax expense is not always consistent when comparing periods due to the changing mix of income (loss) before income taxes within the countries in which the Company operates. Interim period income tax expense or benefit is computed at the estimated annual effective income tax rate, unless adjusted for specific discrete items as required.

The tax benefit from uncertain tax positions is recognized only if it is more likely than not that the tax position will be sustained on examination by the applicable taxing authorities, based on the technical merits of the position. The tax benefit recognized is based on the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with the taxing authority. Uncertain tax positions in certain foreign jurisdictions would not impact the effective foreign tax rate where unrecognized non-current tax benefits are offset by fully reserved net operating loss carryforwards. The Company recognizes interest expense on underpayments of income taxes and accrued penalties related to unrecognized non-current tax benefits as part of the income tax provision.

Recent Accounting Pronouncements

In July 2012, the FASB issued ASU 2012-02, Intangibles–Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. In this update, an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is more likely than not that the indefinite-lived intangible asset is impaired, the entity is then required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Subtopic 350-30. However, if an entity concludes otherwise, then no further action is required. The adoption of this guidance on January 1, 2013 did not have any impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This guidance is effective for fiscal years beginning after December 15, 2012. The update adds new disclosure requirements including the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, entities would instead cross reference to the related note to the financial statements for additional information. The adoption of this guidance on January 1, 2013 resulted in the addition of certain financial disclosure information, but did not have a material impact on the Company’s consolidated financial statements.

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Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2013

Text Block [Abstract]

Accrued Expenses and Other Current Liabilities

4. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

	June 30, 2013		December 31, 2012
Compensation and benefits1	$	19,734	$	16,609
Estimated potential uninsured liability claims		1,934		1,934
Value added tax payable		1,524		1,284
Professional, audit and legal fees		1,289		1,508
Taxes other than income		1,232		1,346
Rent		552		568
Other employee related expenses		439		222
Customer deposits		133		795
Interest		47		24
Other2		1,802		1,438
	$	28,686	$	25,728

¹  Includes restructuring accruals of $0.4 million and $2.0 million as of June 30, 2013 and December 31, 2012, respectively.

²  Includes restructuring accruals of $32 thousand and $0.1 million as of June 30, 2013 and December 31, 2012, respectively.

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Acquisition

6 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

Acquisition

2. Acquisition

On June 29, 2012, Furmanite America, Inc. (“Furmanite America”), a wholly owned subsidiary of the Company, entered into and consummated an Asset Purchase Agreement to acquire certain assets, including inventory, equipment and intangible assets, all of which relate to operations in the Americas (which includes operations in North America, South America and Latin America), of the Houston Service Center (“HSC”) of MCC Holdings, Inc., a wholly owned subsidiary of Crane Energy Flow Solutions, for total cash consideration of $9.3 million. HSC provides valve and actuator repair, maintenance and testing services to customers in the refining, petrochemical and power industries. In connection with the acquisition, the Company borrowed an additional $9.3 million from its existing revolving credit facility.

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Restructuring - Summary of Activity Related to Reserves Associated With Remaining Cost Reduction Initiative (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Restructuring Cost and Reserve [Line Items]
Reserve at December 31, 2012			$ 2,121
Charges		(746)		(747)
Cash payments			(1,641)
Foreign currency adjustments			(30)
Reserve at June 30, 2013	450		450
2010 Cost Reduction Initiative [Member]
Restructuring Cost and Reserve [Line Items]
Charges	0		0
2010 Cost Reduction Initiative [Member] | Severance and benefit costs [Member]
Restructuring Cost and Reserve [Line Items]
Reserve at December 31, 2012			436
Charges
Cash payments			(101)
Foreign currency adjustments			(7)
Reserve at June 30, 2013	328		328
2010 Cost Reduction Initiative [Member] | Lease termination costs [Member]
Restructuring Cost and Reserve [Line Items]
Reserve at December 31, 2012			24
Charges
Cash payments
Foreign currency adjustments
Reserve at June 30, 2013	24		24
2010 Cost Reduction Initiative [Member] | Other restructuring costs [Member]
Restructuring Cost and Reserve [Line Items]
Reserve at December 31, 2012			19
Charges
Cash payments			(18)
Foreign currency adjustments
Reserve at June 30, 2013	1		1
2012 Cost Reduction Initiative [Member]
Restructuring Cost and Reserve [Line Items]
Charges	0	(100)	0	(600)
2012 Cost Reduction Initiative [Member] | Severance and benefit costs [Member]
Restructuring Cost and Reserve [Line Items]
Reserve at December 31, 2012			1,533
Charges
Cash payments			(1,420)
Foreign currency adjustments			(23)
Reserve at June 30, 2013	90		90
2012 Cost Reduction Initiative [Member] | Lease termination costs [Member]
Restructuring Cost and Reserve [Line Items]
Reserve at December 31, 2012			76
Charges
Cash payments			(75)
Foreign currency adjustments			(1)
2012 Cost Reduction Initiative [Member] | Other restructuring costs [Member]
Restructuring Cost and Reserve [Line Items]
Reserve at December 31, 2012			33
Charges
Cash payments			(27)
Foreign currency adjustments			1
Reserve at June 30, 2013	$ 7		$ 7

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Retirement Plans (Tables)

6 Months Ended

Jun. 30, 2013

Compensation And Retirement Disclosure [Abstract]

Schedule of Net Periodic Pension Cost

Net periodic pension cost for the U.K. and Norwegian Plans includes the following components (in thousands):

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012			2013			2012
Service cost	$	216		$	256		$	438		$	514
Interest cost		849			893			1,716			1,785
Expected return on plan assets		(868	)		(792	)		(1,754	)		(1,584	)
Amortization of prior service cost		(23	)		(24	)		(47	)		(48	)
Amortization of net actuarial loss		328			228			664			456
Net periodic pension cost	$	502		$	561		$	1,017		$	1,123

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Business Segment Data and Geographical Information (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Summary of the Financial Information of Segment Reported

The following is a summary of the financial information of the Company’s reportable segments as of and for the three and six months ended June 30, 2013 and 2012 reconciled to the amounts reported in the consolidated financial statements (in thousands):

	Americas			EMEA			Asia-Pacific			Reconciling Items			Total
Three months ended June 30, 2013:
Revenues from external customers1	$	74,347		$	24,694		$	9,335		$	—		$	108,376
Intersegment revenues2		2,432			2,800			277			(5,509	)		—
Operating income (loss)34	$	13,122		$	3,001		$	1,274		$	(5,773	)	$	11,624
Allocation of headquarter costs5		(3,950	)		(1,328	)		(495	)		5,773			—
Adjusted operating income	$	9,172		$	1,673		$	779		$	—		$	11,624
Three months ended June 30, 2012:
Revenues from external customers1	$	46,944		$	27,485		$	11,499		$	—		$	85,928
Intersegment revenues2		935			2,019			400			(3,354	)		—
Operating income (loss)34	$	6,244		$	1,466		$	2,587		$	(5,494	)	$	4,803
Allocation of headquarter costs5		(2,984	)		(1,777	)		(733	)		5,494			—
Adjusted operating income (loss)	$	3,260		$	(311	)	$	1,854		$	—		$	4,803
Six months ended June 30, 2013:
Revenues from external customers1	$	135,107		$	44,999		$	17,308		$	—		$	197,414
Intersegment revenues2		4,713			5,128			328			(10,169	)		—
Operating income (loss)34	$	20,326		$	3,803		$	1,909		$	(10,336	)	$	15,702
Allocation of headquarter costs5		(7,058	)		(2,374	)		(904	)		10,336			—
Adjusted operating income	$	13,268		$	1,429		$	1,005		$	—		$	15,702
Six months ended June 30, 2012:
Revenues from external customers1	$	87,642		$	50,512		$	19,556		$	—		$	157,710
Intersegment revenues2		1,138			3,629			618			(5,385	)		—
Operating income (loss)34	$	10,599		$	270		$	2,813		$	(9,630	)	$	4,052
Allocation of headquarter costs5		(5,338	)		(3,094	)		(1,198	)		9,630			—
Adjusted operating income (loss)	$	5,261		$	(2,824	)	$	1,615		$	—		$	4,052

¹  Included in the Americas are United States revenues of $72.2 million and $131.6 million for the three and six months ended June 30, 2013, respectively, and $46.5 million and $86.7 million for the three and six months ended June 30, 2012, respectively.

²  Reconciling Items represent eliminations or reversals of transactions between reportable segments.

³  Reconciling Items represent certain corporate overhead costs, including executive management, strategic planning, treasury, legal, human resources, information technology, and accounting risk management, which are not allocated to reportable segments.

⁴  Includes corporate headquarter relocation charges of $0.7 million and $1.5 million for the three and six months ended June 30, 2012, respectively, in reconciling items, and restructuring charges of $0.7 million in EMEA for each of the three and six months ended June 30, 2012. No relocation charges or restructuring charges were incurred in the three or six months ended June 30, 2013.

⁵  Represents the allocation of headquarter costs and operating income (loss) had the Company allocated such costs based on the segments’ respective revenues. Historically, the Company has not allocated headquarter costs to its operating segments.

Long-Lived Assets Based on Physical Location

The following geographical area information includes total long-lived assets (which consist of all non-current assets, other than goodwill, indefinite-lived intangible assets and deferred tax assets) based on physical location (in thousands):

	June 30, 2013		December 31, 2012
Americas	$	42,110	$	34,532
EMEA		10,233		11,417
Asia-Pacific		3,699		4,672
Total long-lived assets	$	56,042	$	50,621

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Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Payables And Accruals [Abstract]
Compensation and benefits	$ 19,734	$ 16,609
Estimated potential uninsured liability claims	1,934	1,934
Value added tax payable	1,524	1,284
Professional, audit and legal fees	1,289	1,508
Taxes other than income	1,232	1,346
Rent	552	568
Other employee related expenses	439	222
Customer deposits	133	795
Interest	47	24
Other	1,802	1,438
Total accrued expenses and other current liabilities	$ 28,686	$ 25,728

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Income Taxes - Summary of Reconciliation of Change in Unrecognized Tax Benefits (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Income Tax Disclosure [Abstract]
Balance at December 31, 2012	$ 1,149
Additions based on tax positions	276
Reductions due to lapses of statutes of limitations	(218)
Balance at June 30, 2013	$ 1,207

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Derivative Instruments and Hedging Activities - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Derivative Instruments and Hedging Activities Disclosures [Line Items]
interest expense	$ 278	$ 197	$ 556	$ 598
Interest Rate Swap [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative instrument notional amount	39,300		39,300
Reclassification out of Accumulated Other Comprehensive Income [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
interest expense			$ 30

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Retirement Plans - Schedule of Net Periodic Pension Cost (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Defined Benefit Plan Amounts Recognized In Other Comprehensive Income [Abstract]
Service cost	$ 216	$ 256	$ 438	$ 514
Interest cost	849	893	1,716	1,785
Expected return on plan assets	(868)	(792)	(1,754)	(1,584)
Amortization of prior service cost	(23)	(24)	(47)	(48)
Amortization of net actuarial loss	328	228	664	456
Net periodic pension cost	$ 502	$ 561	$ 1,017	$ 1,123

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Allowance for doubtful accounts	$ 1,275	$ 1,648
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	60,000,000	60,000,000
Common stock shares, issued	41,425,529	41,329,538
Treasury stock, shares	4,008,963	4,008,963
Series B Preferred Stock [Member]
Preferred stock, shares outstanding	0	0

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Retirement Plans

6 Months Ended

Jun. 30, 2013

Compensation And Retirement Disclosure [Abstract]

Retirement Plans

7. Retirement Plans

Two of the Company’s foreign subsidiaries have defined benefit pension plans, one plan covering certain of its United Kingdom employees (the “U.K. Plan”) and the other covering certain of its Norwegian employees (the “Norwegian Plan”). As the Norwegian Plan represents less than three percent of both the Company’s total pension plan liabilities and total pension plan assets, only the schedule of net periodic pension cost includes combined amounts from the two plans, while assumption and narrative information relates solely to the U.K. Plan.

Net periodic pension cost for the U.K. and Norwegian Plans includes the following components (in thousands):

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012			2013			2012
Service cost	$	216		$	256		$	438		$	514
Interest cost		849			893			1,716			1,785
Expected return on plan assets		(868	)		(792	)		(1,754	)		(1,584	)
Amortization of prior service cost		(23	)		(24	)		(47	)		(48	)
Amortization of net actuarial loss		328			228			664			456
Net periodic pension cost	$	502		$	561		$	1,017		$	1,123

The expected long-term rate of return on invested assets is determined based on the weighted average of expected returns on asset investment categories as follows: 5.7% overall, 7.0% for equities and 3.7% for bonds. The Company expects to contribute $1.9 million to the pension plan for 2013, of which $0.5 million has been contributed through June 30, 2013.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 6,761	$ 1,844	$ 9,325	$ 1,014
Defined benefit pension plans:
Prior service cost arising during period	(46)	(57)	(117)	(91)
Net gain arising during period	325	597	2,099	284
Less: Amortization of prior service cost included in net periodic pension cost	23	24	47	48
Defined benefit pension plans, net	302	564	2,029	241
Unrealized gain on interest rate swap	503		503
Foreign currency translation adjustments	(1,273)	(1,404)	(3,543)	251
Total other comprehensive income (loss) before tax	(468)	(840)	(1,011)	492
Income tax expense related to components of other comprehensive income (loss)	(274)	(142)	(689)	(61)
Net other comprehensive income	(742)	(982)	(1,700)	431
Comprehensive income	$ 6,019	$ 862	$ 7,625	$ 1,445

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Business Segment Data and Geographical Information - Summary of the Financial Information of Segment Reported (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues from external customers	$ 108,376	$ 85,928	$ 197,414	$ 157,710
Operating income (loss)	11,624	4,803	15,702	4,052
Operating Segment [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues from external customers	108,376	85,928	197,414	157,710
Operating income (loss)	11,624	4,803	15,702	4,052
Adjusted operating income (loss)	11,624	4,803	15,702	4,052
Americas [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Intersegment revenues	72,200	46,500	131,600	86,700
Americas [Member] | Operating Segment [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues from external customers	74,347	46,944	135,107	87,642
Operating income (loss)	13,122	6,244	20,326	10,599
Allocation of headquarter costs	(3,950)	(2,984)	(7,058)	(5,338)
Adjusted operating income (loss)	9,172	3,260	13,268	5,261
Americas [Member] | Intersegment [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Intersegment revenues	2,432	935	4,713	1,138
EMEA [Member] | Operating Segment [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues from external customers	24,694	27,485	44,999	50,512
Operating income (loss)	3,001	1,466	3,803	270
Allocation of headquarter costs	(1,328)	(1,777)	(2,374)	(3,094)
Adjusted operating income (loss)	1,673	(311)	1,429	(2,824)
EMEA [Member] | Intersegment [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Intersegment revenues	2,800	2,019	5,128	3,629
Asia-Pacific [Member] | Operating Segment [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues from external customers	9,335	11,499	17,308	19,556
Operating income (loss)	1,274	2,587	1,909	2,813
Allocation of headquarter costs	(495)	(733)	(904)	(1,198)
Adjusted operating income (loss)	779	1,854	1,005	1,615
Asia-Pacific [Member] | Intersegment [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Intersegment revenues	277	400	328	618
Reconciling Items [Member] | Operating Segment [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Operating income (loss)	(5,773)	(5,494)	(10,336)	(9,630)
Allocation of headquarter costs	5,773	5,494	10,336	9,630
Reconciling Items [Member] | Intersegment [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Intersegment revenues	$ (5,509)	$ (3,354)	$ (10,169)	$ (5,385)

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 24,688	$ 33,185
Accounts receivable, trade (net of allowance for doubtful accounts of $1,275 and $1,648 as of June 30, 2013 and December 31, 2012, respectively)	93,111	77,042
Inventories:
Raw materials and supplies	23,668	23,146
Work-in-process	11,485	8,449
Finished goods	214	116
Deferred tax assets, current	3,477	7,612
Prepaid expenses and other current assets	5,818	7,743
Total current assets	162,461	157,293
Property and equipment	98,143	93,375
Less: accumulated depreciation and amortization	(52,876)	(51,132)
Property and equipment, net	45,267	42,243
Goodwill	15,524	15,524
Deferred tax assets, non-current	4,908	5,276
Intangible and other assets, net	13,661	11,292
Total assets	241,821	231,628
Current liabilities:
Current portion of long-term debt	1,360	2,190
Accounts payable	21,095	21,595
Accrued expenses and other current liabilities	28,686	25,728
Income taxes payable	872	926
Total current liabilities	52,013	50,439
Long-term debt, non-current	41,045	39,609
Net pension liability	17,089	18,536
Other liabilities	4,253	3,965
Commitments and contingencies (Note 12)
Stockholders' equity:
Common stock, no par value; 60,000,000 shares authorized; 41,425,529 and 41,329,538 shares issued as of June 30, 2013 and December 31, 2012, respectively	4,795	4,783
Additional paid-in capital	135,226	134,521
Retained earnings	21,727	12,402
Accumulated other comprehensive loss	(16,314)	(14,614)
Treasury stock, at cost (4,008,963 shares)	(18,013)	(18,013)
Total stockholders' equity	127,421	119,079
Total liabilities and stockholders' equity	241,821	231,628
Series B Preferred Stock [Member]
Stockholders' equity:
Series B Preferred Stock, unlimited shares authorized, none outstanding

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Derivative Instruments and Hedging Activities - Summary of Interest Rate Swap Outstanding (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative instrument fixed interest rate	0.75%
Interest Rate Swap [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative instrument effective date	Apr. 29, 2014
Derivative instrument maturity date	Feb. 28, 2017
Derivative instrument fixed interest rate	0.75%
Derivative instrument Floating Rate	1 Month LIBOR
Derivative instrument notional amount	$ 39,300

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Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

Jun. 30, 2013

Equity [Abstract]

Summary of Accumulated Other Comprehensive Loss in Equity

Accumulated other comprehensive loss in the equity section of the consolidated balance sheets includes the following (in thousands):

	June 30, 2013			December 31, 2012
Net actuarial loss and prior service credit	$	(20,159	)	$	(22,188	)
Less: deferred tax benefit		4,847			5,335
Net of tax		(15,312	)		(16,853	)
Change in fair value of interest rate swap		503			—
Less: deferred tax liability		(201	)		—
Net of tax		302			—
Foreign currency translation adjustment		(1,304	)		2,239
Total accumulated other comprehensive loss	$	(16,314	)	$	(14,614	)

Changes in Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component in the consolidated statements of comprehensive income include the following for the three and six months ended June 30, (in thousands):

	Defined Benefit Pension Items			Interest Rate Swap		Foreign Currency Items			Accumulated Other Comprehensive Loss
Three months ended June 30, 2013:
Beginning balance, net	$	(15,541	)	$	—	$	(31	)	$	(15,572	)
Other comprehensive income (loss) before reclassifications1		(3	)		302		(1,273	)		(974	)
Amounts reclassified from accumulated other comprehensive income2 3		232			—		—			232
Net other comprehensive income (loss)		229			302		(1,273	)		(742	)
Ending balance, net	$	(15,312	)	$	302	$	(1,304	)	$	(16,314	)
Three months ended June 30, 2012:
Beginning balance, net	$	(12,766	)	$	—	$	1,657		$	(11,109	)
Other comprehensive income (loss) before reclassifications1		268			—		(1,404	)		(1,136	)
Amounts reclassified from accumulated other comprehensive income2 3		154			—		—			154
Net other comprehensive income (loss)		422			—		(1,404	)		(982	)
Ending balance, net	$	(12,344	)	$	—	$	253		$	(12,091	)
Six months ended June 30, 2013:
Beginning balance, net	$	(16,853	)	$	—	$	2,239		$	(14,614	)
Other comprehensive income (loss) before reclassifications1		1,072			302		(3,543	)		(2,169	)
Amounts reclassified from accumulated other comprehensive income2 3		469			—		—			469
Net other comprehensive income (loss)		1,541			302		(3,543	)		(1,700	)
Ending balance, net	$	(15,312	)	$	302	$	(1,304	)	$	(16,314	)
Six months ended June 30, 2012:
Beginning balance, net	$	(12,524	)	$	—	$	2		$	(12,522	)
Other comprehensive income before reclassifications1		(128	)		—		251			123
Amounts reclassified from accumulated other comprehensive income2 3		308			—		—			308
Net other comprehensive income		180			—		251			431
Ending balance, net	$	(12,344	)	$	—	$	253		$	(12,091	)

¹  Net of tax expense of $0.1 million and $0.5 million for the three and six months ended June 30, 2013, respectively, and $0.1 million for each of the three and six months ended June 30, 2012 for the defined benefit pension plans. Net of tax expense of $0.2 million for the three and six months ended June 30, 2013 for the interest rate swap.

²  Net of tax expense of $0.1 million for defined benefit pension plans for each of the three and six months ended June 30, 2013 and 2012.

³  Reclassification adjustments out of accumulated comprehensive income for amortization of prior service cost are included in the computation of net periodic pension cost. See Note 7 for additional details.

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General and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

General

1. General and Summary of Significant Accounting Policies

General

The consolidated interim financial statements include the accounts of Furmanite Corporation (the “Parent Company”) and its subsidiaries (collectively, the “Company” or “Furmanite”). All intercompany transactions and balances have been eliminated in consolidation. These unaudited consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnote disclosures required by U.S. GAAP for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 as filed with the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) and accruals, necessary for a fair presentation of the financial statements, have been made. Interim results of operations are not necessarily indicative of the results that may be expected for the full year.

Revenue Recognition

Revenue Recognition

Revenues are recorded in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition, when realized or realizable, and earned.

Revenues are recognized using the completed-contract method, when persuasive evidence of an arrangement exists, services to customers have been rendered or products have been delivered, the selling price is fixed or determinable and collectability is reasonably assured. Revenues are recorded net of sales tax. Substantially all projects are short term in nature; however, the Company occasionally enters into contracts that are longer in duration that represent multiple element arrangements, which include a combination of services and products. The Company separates deliverables into units of accounting based on whether the deliverables have standalone value to the customer. The arrangement consideration is allocated to the separate units of accounting based on each unit’s relative selling price generally determined using vendor specific objective evidence. Revenues are recognized for the separate units of accounting when services to customers have been rendered or products have been delivered and risk of ownership has passed to the customer. The Company provides limited warranties to customers, depending upon the service performed. Warranty claim costs were not material during either of the three or six months ended June 30, 2013 or 2012.

Inventories

Inventories

Inventories are valued at the lower of cost or market. Cost is determined using the weighted average cost method. Inventory quantities on hand are reviewed regularly based on related service levels and functionality, and carrying cost is reduced to net realizable value for inventories in which their cost exceeds their utility, due to physical deterioration, obsolescence, changes in price levels or other causes. The cost of inventories consumed or products sold are included in operating costs.

Operating Costs

Operating Costs

Operating costs include direct and indirect labor along with related fringe benefits, materials, freight, travel, engineering, vehicles, equipment rental and restructuring charges, and are expensed when the associated revenue is recognized or as incurred. Direct costs related to projects for which the earnings process have not been completed and therefore not qualifying for revenue recognition are recorded as work-in-process inventory.

Selling, General and Administrative Expenses

Selling, General and Administrative Expenses

Selling, general and administrative expenses include payroll and related fringe benefits, marketing, travel, rent, information technology, insurance, professional fees and restructuring charges, and are expensed as incurred.

Income Taxes

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred income taxes are recognized for the expected further tax consequences of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. These balances are measured using the enacted tax rates expected to apply in the year(s) in which these temporary differences are expected to reverse. The effect on deferred income taxes of a change in tax rates is recognized as an income tax expense or benefit in the period when the change is enacted.

Based on consideration of all available evidence regarding their utilization, net deferred tax assets are recorded to the extent that it is more likely than not that they will be realized. Where, based on the weight of all available evidence, it is more likely than not that some amount of a deferred tax asset will not be realized, a valuation allowance is established for that amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. In concluding whether a valuation allowance on domestic federal, state or foreign income taxes is required, the Company considers all relevant factors, including the history of operating income and losses, future taxable income and the nature of the deferred tax assets.

Income tax expense differs from the expected tax at statutory rates due primarily to changes in valuation allowances for certain deferred tax assets and different tax rates in the various foreign jurisdictions. Additionally, the aggregate tax expense is not always consistent when comparing periods due to the changing mix of income (loss) before income taxes within the countries in which the Company operates. Interim period income tax expense or benefit is computed at the estimated annual effective income tax rate, unless adjusted for specific discrete items as required.

The tax benefit from uncertain tax positions is recognized only if it is more likely than not that the tax position will be sustained on examination by the applicable taxing authorities, based on the technical merits of the position. The tax benefit recognized is based on the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with the taxing authority. Uncertain tax positions in certain foreign jurisdictions would not impact the effective foreign tax rate where unrecognized non-current tax benefits are offset by fully reserved net operating loss carryforwards. The Company recognizes interest expense on underpayments of income taxes and accrued penalties related to unrecognized non-current tax benefits as part of the income tax provision.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In July 2012, the FASB issued ASU 2012-02, Intangibles–Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. In this update, an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is more likely than not that the indefinite-lived intangible asset is impaired, the entity is then required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Subtopic 350-30. However, if an entity concludes otherwise, then no further action is required. The adoption of this guidance on January 1, 2013 did not have any impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This guidance is effective for fiscal years beginning after December 15, 2012. The update adds new disclosure requirements including the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, entities would instead cross reference to the related note to the financial statements for additional information. The adoption of this guidance on January 1, 2013 resulted in the addition of certain financial disclosure information, but did not have a material impact on the Company’s consolidated financial statements.

Exit or Disposal Cost Obligations

Estimated and actual expenses including severance, lease cancellations, and other restructuring costs, in connection with these initiatives, have been recognized in accordance with FASB ASC 420-10, Exit or Disposal Cost Obligations, and FASB ASC 712-10, Nonretirement Postemployment Benefits.

Fair Value Measurement

Fair value is defined under FASB ASC 820, Fair Value Measurement (“ASC 820”), as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of the observable inputs and minimize the use of unobservable inputs. The standard established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.

• 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.

The following table presents the Company’s fair value hierarchy for its financial instruments that required disclosure of their fair values on a recurring basis as of June 30, 2013 (in thousands).

	Fair Value		Level 1		Level 2		Level 3
Interest rate swap asset as of June 30, 2013	$	503	$	—	$	503	$	—

The estimated fair value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their carrying amounts due to the relatively short period to maturity of these instruments. The interest rate swap asset is recorded at fair value on a recurring basis based on models using inputs, such as interest rate yield curves, LIBOR swap curves and OIS curves, observable for substantially the full term of the contract. See Note 10 for additional information on the Company’s interest rate swap. The estimated fair value of all debt as of June 30, 2013 and December 31, 2012 approximated the carrying value. These fair values were estimated based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements, when quoted market prices were not available. The estimated fair value of the Company’s financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange.

There were no transfers between Levels of the fair value hierarchy during the three or six months ended June 30, 2013 or 2012.

The Company provides services to a domestic and international client base that includes petroleum refineries, chemical plants, offshore energy production platforms, steel mills, nuclear power stations, conventional power stations, pulp and paper mills, food and beverage processing plants, other flow process facilities. The Company does not believe that it has a significant concentration of credit risk at June 30, 2013, as the Company’s accounts receivable are generated from these business industries with customers located throughout the Americas, EMEA and Asia-Pacific.

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Retirement Plans - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013 CompensationPlan Subsidiary
Defined Benefit Plan Disclosure [Line Items]
Number of foreign subsidiaries having defined benefit pension plans	2
Norwegian Plan description	Norwegian Plan represents less than three percent of both the Company's total pension plan liabilities and total pension plan assets
Norwegian Plan represents percentage of company's total pension plan liabilities	3.00%
Norwegian Plan represents percentage of company's total pension plan Assets	3.00%
Number of retirement plans	2
Expected long-term rate of return	5.70%
Current contribution level	$ 0.5
Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Expected long-term rate of return	7.00%
Bonds [Member]
Defined Benefit Plan Disclosure [Line Items]
Expected long-term rate of return	3.70%
Scenario, Forecast [Member]
Defined Benefit Plan Disclosure [Line Items]
Current contribution level	$ 1.9

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Income Taxes - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Income tax (expense) benefit	$ 4,404,000	$ 2,690,000	$ 5,969,000	$ 2,240,000
Income tax benefit as a percentage of income/loss before income taxes	39.40%	59.30%	39.00%	68.80%
Unrecognized tax benefits for uncertain tax positions	1,207,000		1,207,000		1,149,000
Interest or penalties	$ 0			$ 0

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Restructuring - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Restructuring Cost and Reserve [Line Items]
Restructuring costs, Total		$ 746,000		$ 747,000
2010 Cost Reduction Initiative [Member]
Restructuring Cost and Reserve [Line Items]
Total cost incurred			4,000,000
Restructuring costs, Total	0		0
Estimated restructuring costs, cash flow effect			300,000
2012 Cost Reduction Initiative [Member]
Restructuring Cost and Reserve [Line Items]
Total cost incurred			3,400,000
Restructuring costs, Total	0	100,000	0	600,000
Estimated restructuring costs, cash flow effect			$ 100,000

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Acquisition - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended
	Jun. 29, 2012 Houston Service Center [Member]	Jun. 30, 2012 Borrowings under the revolving credit facility (the "Credit Agreement") [Member]
Business Acquisition [Line Items]
Acquisition's total consideration	$ 9.3
Additional Borrowing under revolving credit facility		$ 9.3

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Earnings Per Share - Summary of Basic and Diluted Weighted-Average Common Shares Outstanding and Earnings (Loss) Per Share (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Schedule Of Earnings Per Share Basic And Diluted And Exclusion Of Anti Dilutive Securities [Line Items]
Net income	$ 6,761	$ 1,844	$ 9,325	$ 1,014	$ 805
Basic weighted-average common shares outstanding	37,402	37,253	37,372	37,229
Dilutive effect of common stock equivalents	150	89	149	128
Diluted weighted-average common shares outstanding	37,552	37,342	37,521	37,357
Earnings per share:
Basic	$ 0.18	$ 0.05	$ 0.25	$ 0.03
Dilutive	$ 0.18	$ 0.05	$ 0.25	$ 0.03
Stock Options [Member]
Earnings per share:
Stock options and restricted stock units excluded from diluted weighted-average common shares outstanding because their inclusion would have an anti-dilutive effect:	1,126	1,583	1,010	930

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Long-Term Debt

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Long-Term Debt

6. Long-Term Debt

Long-term debt consists of the following (in thousands):

	June 30, 2013			December 31, 2012
Borrowings under the revolving credit facility (the “Credit Agreement”)	$	39,300		$	39,300
Capital leases		30			45
Notes payable		2,801			1,010
Other debt		274			1,444
Total long-term debt		42,405			41,799
Less: current portion of long-term debt		(1,360	)		(2,190	)
Total long-term debt, non-current	$	41,045		$	39,609

Credit Facilities

On March 5, 2012, certain foreign subsidiaries (the “foreign subsidiary designated borrowers”) of Furmanite Worldwide, Inc. (“FWI”), a wholly owned subsidiary of the Company, and FWI entered into a credit agreement with a banking syndicate led by JPMorgan Chase Bank, N.A., as Administrative Agent (the “Credit Agreement”). The Credit Agreement, which matures on February 28, 2017, provides a revolving credit facility of up to $75.0 million. A portion of the amount available under the Credit Agreement (not in excess of $20.0 million) is available for the issuance of letters of credit. In addition, a portion of the amount available under the Credit Agreement (not in excess of $7.5 million in the aggregate) is available for swing line loans to FWI. The loans outstanding to the foreign subsidiary designated borrowers under the Credit Agreement may not exceed $50.0 million in the aggregate.

At June 30, 2013, $39.3 million was outstanding under the Credit Agreement. Borrowings under the Credit Agreement bear interest at variable rates (based on the prime rate, federal funds rate or Eurocurrency rate, at the option of the borrower, including a margin above such rates, and subject to an adjustment based on a calculated Funded Debt to Adjusted EBITDA ratio (the “Leverage Ratio” as defined in the Credit Agreement)), which was 2.0% at June 30, 2013. On April 30, 2013, the Company entered into a forward-dated interest rate swap to mitigate the risk of changes in the variable interest rate. The effect of the swap is to fix the interest rate at 0.75% plus the margin and Leverage Ratio adjustment, as described above, beginning April 29, 2014 through February 28, 2017 on the $39.3 million currently outstanding under the Credit Agreement. See Note 10 for further information regarding the interest rate swap. The Credit Agreement contains a commitment fee, which ranges from 0.25% to 0.30% based on the Leverage Ratio (0.25% at June 30, 2013), and is based on the unused portion of the amount available under the Credit Agreement. Adjusted EBITDA is net income (loss) plus interest, income taxes, depreciation and amortization, and other non-cash expenses minus income tax credits and non-cash items increasing net income (loss) as defined in the Credit Agreement. All obligations under the Credit Agreement are guaranteed by FWI and certain of its subsidiaries under a guaranty and collateral agreement, and are secured by a first priority lien on FWI and certain of its subsidiaries’ assets (which approximated $164.7 million as of June 30, 2013). The Parent Company has granted a security interest in its stock of FWI as collateral security for the lenders under the Credit Agreement, but is not a party to the Credit Agreement.

The Credit Agreement includes financial covenants, which require that the Company maintain: (i) a Leverage Ratio of no more than 2.75 to 1.00 as of the last day of each fiscal quarter, measured on a trailing four-quarters basis, (ii) a fixed charge coverage ratio of at least 1.25 to 1.00, defined as Adjusted EBITDA minus capital expenditures / interest plus cash taxes plus scheduled payments of debt plus Restricted Payments made (i.e. all dividends, distributions and other payments in respect of capital stock, sinking funds or similar deposits on account thereof or other returns of capital, redemption or repurchases of equity interests, and any payments to Parent or its subsidiaries (other than FWI and its subsidiaries)), and (iii) a minimum asset coverage of at least 1.50 to 1.00, defined as cash plus net accounts receivable plus net inventory plus net property, plant and equipment of FWI and its material subsidiaries that are subject to a first priority perfected lien in favor of the Administrative Agent and the Lenders / Funded Debt. FWI is also subject to certain other compliance provisions including, but not limited to, restrictions on indebtedness, guarantees, dividends and other contingent obligations and transactions. Events of default under the Credit Agreement include customary events, such as change of control, breach of covenants or breach of representations and warranties. At June 30, 2013, FWI was in compliance with all covenants under the Credit Agreement.

Considering the outstanding borrowings of $39.3 million, and $1.5 million related to outstanding letters of credit, the unused borrowing capacity under the Credit Agreement was $34.2 million at June 30, 2013.

Notes Payable and Other Debt

On February 23, 2011, in connection with the acquisition of Self Leveling Machines, Inc. and certain assets of Self Levelling Machines Pty. Ltd., the Company issued $5.1 million ($2.9 million denominated in U.S. dollars and $2.2 million denominated in Australian dollars) of notes payable (the “SLM Notes”), payable in installments through February 23, 2013. All obligations under the SLM Notes were secured by a first priority lien on the assets acquired in the acquisition. Upon full settlement of the SLM Notes in February 2013 and resultant release of the lien by the sellers’ equity holders, the acquired assets became assets secured under the Credit Agreement. At December 31, 2012, $1.0 million was outstanding under the SLM Notes. The SLM Notes bore interest at a fixed rate of 2.5% per annum.

On January 1, 2013, in connection with an asset purchase, the Company issued a $1.9 million promissory note, which bears interest at 5.0% per annum and will be paid in four equal annual installments of $0.5 million beginning January 1, 2014, with the final installment payment due on January 1, 2017.

On February 28, 2013, in connection with acquired assets, the Company issued a $0.9 million note payable due on March 1, 2014.

In 2012, the Company incurred $1.4 million of debt in connection with an asset purchase. The debt is payable in installments with approximately $1.2 million due in 2013 and approximately $0.1 million due in both 2014 and 2015, with $0.3 million and $1.4 million outstanding at June 30, 2013 and December 31, 2012, respectively.

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Subsequent Event - Additional Information (Detail) (Subsequent Event [Member], USD $) In Millions, unless otherwise specified	1 Months Ended
	Jul. 15, 2013 Employees
Subsequent Event [Member]
Subsequent Event [Line Items]
Number of employees transit to the company as part of Asset Purchase Agreement	900
Business acquisition transaction completion period	60 days
Cash payments to acquire net working capital	$ 18.0
Principal amount of promissory note	3.5
Promissory note , term	4 years
Promissory note, Interest rate percentage	4.00%
Revolving credit facility expected additional borrowings	$ 18.0

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Derivative Instruments and Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2013

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Summary of Interest Rate Swap Outstanding

The following table summarizes the terms of the interest rate swap outstanding at June 30, 2013 (in thousands).

Type	Effective Date		Maturity Date		Fixed Rate			Floating Rate		Notional Amount
Interest rate swap		April 29, 2014		February 28, 2017		0.75	%		1 Month LIBOR	$	39,300

Schedule of Derivative Instruments in Statement of Financial Position

The table below presents the fair value of the Company’s derivative financial instrument as well as its classification on the consolidated balance sheets as of June 30, 2013 (in thousands).

		Asset Derivative Instruments			Liability Derivative Instruments
		June 30, 2013			June 30, 2013
	Classification	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Interest rate swap	Current	Prepaid expenses and other current assets	$	—	Accrued expenses and other current liabilities	$	—
Interest rate swap	Non-current	Intangible and other assets, net		503	Other liabilities		—
Total			$	503		$	—

Effect of Derivative Financial Instruments on the Consolidated Statements of Income and Comprehensive Income

The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of comprehensive income (in thousands).

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2013		2012		2013		2012
Amount of income recognized in other comprehensive income (loss) for the interest rate swap, net of tax (effective portion)	$	302	$	—	$	302	$	—
Amount of loss reclassified from accumulated other comprehensive loss into interest expense for the interest rate swap, net of tax (effective portion)		—		—		—		—
Amount of loss reclassified from accumulated other comprehensive loss into interest income and other income (expense) for the interest rate swap, net of tax (ineffective portion)		—		—		—		—

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Long-Term Debt - Long-Term Debt (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Total long-term debt	$ 42,405	$ 41,799
Less: current portion of long-term debt	(1,360)	(2,190)
Total long-term debt, non-current	41,045	39,609
Borrowings under the revolving credit facility (the "Credit Agreement") [Member]
Debt Instrument [Line Items]
Total long-term debt	39,300	39,300
Capital leases [Member]
Debt Instrument [Line Items]
Total long-term debt	30	45
Notes payable [Member]
Debt Instrument [Line Items]
Total long-term debt	2,801	1,010
Other Debt [Member]
Debt Instrument [Line Items]
Total long-term debt	$ 274	$ 1,444

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Accumulated Other Comprehensive Loss

6 Months Ended

Jun. 30, 2013

Equity [Abstract]

Accumulated Other Comprehensive Loss

9. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss in the equity section of the consolidated balance sheets includes the following (in thousands):

	June 30, 2013			December 31, 2012
Net actuarial loss and prior service credit	$	(20,159	)	$	(22,188	)
Less: deferred tax benefit		4,847			5,335
Net of tax		(15,312	)		(16,853	)
Change in fair value of interest rate swap		503			—
Less: deferred tax liability		(201	)		—
Net of tax		302			—
Foreign currency translation adjustment		(1,304	)		2,239
Total accumulated other comprehensive loss	$	(16,314	)	$	(14,614	)

Changes in accumulated other comprehensive income (loss) by component in the consolidated statements of comprehensive income include the following for the three and six months ended June 30, (in thousands):

	Defined Benefit Pension Items			Interest Rate Swap		Foreign Currency Items			Accumulated Other Comprehensive Loss
Three months ended June 30, 2013:
Beginning balance, net	$	(15,541	)	$	—	$	(31	)	$	(15,572	)
Other comprehensive income (loss) before reclassifications1		(3	)		302		(1,273	)		(974	)
Amounts reclassified from accumulated other comprehensive income2 3		232			—		—			232
Net other comprehensive income (loss)		229			302		(1,273	)		(742	)
Ending balance, net	$	(15,312	)	$	302	$	(1,304	)	$	(16,314	)
Three months ended June 30, 2012:
Beginning balance, net	$	(12,766	)	$	—	$	1,657		$	(11,109	)
Other comprehensive income (loss) before reclassifications1		268			—		(1,404	)		(1,136	)
Amounts reclassified from accumulated other comprehensive income2 3		154			—		—			154
Net other comprehensive income (loss)		422			—		(1,404	)		(982	)
Ending balance, net	$	(12,344	)	$	—	$	253		$	(12,091	)
Six months ended June 30, 2013:
Beginning balance, net	$	(16,853	)	$	—	$	2,239		$	(14,614	)
Other comprehensive income (loss) before reclassifications1		1,072			302		(3,543	)		(2,169	)
Amounts reclassified from accumulated other comprehensive income2 3		469			—		—			469
Net other comprehensive income (loss)		1,541			302		(3,543	)		(1,700	)
Ending balance, net	$	(15,312	)	$	302	$	(1,304	)	$	(16,314	)
Six months ended June 30, 2012:
Beginning balance, net	$	(12,524	)	$	—	$	2		$	(12,522	)
Other comprehensive income before reclassifications1		(128	)		—		251			123
Amounts reclassified from accumulated other comprehensive income2 3		308			—		—			308
Net other comprehensive income		180			—		251			431
Ending balance, net	$	(12,344	)	$	—	$	253		$	(12,091	)

¹  Net of tax expense of $0.1 million and $0.5 million for the three and six months ended June 30, 2013, respectively, and $0.1 million for each of the three and six months ended June 30, 2012 for the defined benefit pension plans. Net of tax expense of $0.2 million for the three and six months ended June 30, 2013 for the interest rate swap.

²  Net of tax expense of $0.1 million for defined benefit pension plans for each of the three and six months ended June 30, 2013 and 2012.

³  Reclassification adjustments out of accumulated comprehensive income for amortization of prior service cost are included in the computation of net periodic pension cost. See Note 7 for additional details.

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Restructuring

6 Months Ended

Jun. 30, 2013

Restructuring And Related Activities [Abstract]

Restructuring

5. Restructuring

The Company committed to certain cost reduction initiatives during the second quarters of 2010 and 2012, including planned workforce reductions and restructuring of certain functions. The Company has taken these specific actions in order to more strategically align the Company’s operating, selling, general and administrative costs relative to revenues.

2010 Cost Reduction Initiative

The Company committed to a cost reduction initiative in 2010 (the “2010 Cost Reduction Initiative”), primarily related to the restructuring of certain functions within the Company’s EMEA operations (which include operations in Europe, the Middle East and Africa) in order to improve the operational and administrative efficiency of its EMEA operations. The Company had substantially completed the 2010 Cost Reduction Initiative at the end of 2012, with total costs incurred since its inception of approximately $4.0 million. As of June 30, 2013, future cash payments of approximately $0.3 million are expected in connection with this initiative, all of which are expected to be paid in 2013. There were no restructuring costs incurred for either the three or six months ended June 30, 2013, nor for the three months ended June 30, 2012 and insignificant restructuring costs incurred for the six months ended June 30, 2012 related to this initiative.

2012 Cost Reduction Initiative

In 2012, the Company committed to another cost reduction initiative (the “2012 Cost Reduction Initiative”) related to further restructuring of its European operations within EMEA. This restructuring initiative included additional workforce reductions throughout the Company’s operating, selling, general and administrative functions. The Company has taken these specific actions in order to further reduce administrative and overhead expenses and streamline its European operations’ structure for improved operational efficiencies in the wake of the continued challenging economic conditions in the region. The Company had substantially completed the 2012 Cost Reduction Initiative at the end of 2012, with total restructuring costs incurred since inception of approximately $3.4 million, which primarily related to one-time termination benefits. As of June 30, 2013, future cash payments of approximately $0.1 million are expected in connection with this initiative, all of which are expected to be paid in 2013.

There were no restructuring costs incurred for the three and six months ended June 30, 2013 related to this initiative. For each of the three and six months ended June 30, 2012, restructuring costs of $0.1 million and $0.6 million are included in operating costs and selling, general and administrative expenses, respectively.

Estimated and actual expenses including severance, lease cancellations, and other restructuring costs, in connection with these initiatives, have been recognized in accordance with FASB ASC 420-10, Exit or Disposal Cost Obligations, and FASB ASC 712-10, Nonretirement Postemployment Benefits.

Restructuring costs associated with the 2010 and 2012 Cost Reduction Initiatives were incurred in the Company’s EMEA segment and consist of the following (in thousands):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2013		2012		2013		2012
Severance and benefit costs	$	—	$	643	$	—	$	644
Lease termination costs		—		61		—		61
Other restructuring costs		—		42		—		42
Total	$	—	$	746	$	—	$	747

The activity related to reserves associated with the remaining cost reduction initiatives for the six months ended June 30, 2013, is as follows (in thousands):

	Reserve at December 31, 2012		Charges		Cash payments			Foreign currency adjustments			Reserve at June 30, 2013
2010 Cost Reduction Initiative
Severance and benefit costs	$	436	$	—	$	(101	)	$	(7	)	$	328
Lease termination costs		24		—		—			—			24
Other restructuring costs		19		—		(18	)		—			1
2012 Cost Reduction Initiative
Severance and benefit costs		1,533		—		(1,420	)		(23	)		90
Lease termination costs		76		—		(75	)		(1	)		—
Other restructuring costs		33		—		(27	)		1			7
Total	$	2,121	$	—	$	(1,641	)	$	(30	)	$	450

Total workforce reductions related to the 2010 and 2012 Cost Reduction Initiatives included terminations of 138 employees, all of which are related to the Company’s EMEA segment.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Operating activities:
Net income	$ 9,325	$ 1,014
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	5,508	3,989
Provision for doubtful accounts	38	1,169
Stock-based compensation expense	624	539
Deferred income taxes	4,048	1,213
Other, net	163	252
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	(16,252)	(9,066)
Inventories	(3,759)	(5,149)
Prepaid expenses and other current assets	706	1,967
Accounts payable	(593)	2,355
Accrued expenses and other current liabilities	2,531	3,177
Income taxes payable	226	(1,334)
Other, net	(65)	229
Net cash provided by operating activities	2,500	355
Investing activities:
Capital expenditures	(6,818)	(3,309)
Acquisition of businesses	(905)	(9,259)
Proceeds from sale of assets	30	108
Net cash used in investing activities	(7,693)	(12,460)
Financing activities:
Payments on debt	(2,227)	(32,714)
Proceeds from issuance of debt		39,300
Debt issuance costs		(595)
Issuance of common stock	93	416
Net cash (used in) provided by financing activities	(2,134)	6,407
Effect of exchange rate changes on cash	(1,170)	(93)
Decrease in cash and cash equivalents	(8,497)	(5,791)
Cash and cash equivalents at beginning of period	33,185	34,524
Cash and cash equivalents at end of period	24,688	28,733
Supplemental cash flow information:
Cash paid for interest	473	402
Cash paid for income taxes, net of refunds received	1,740	2,488
Non-cash investing and financing activities:
Issuance of notes payable to equity holders related to acquisition of businesses	2,801
Receivable for stock options exercise		$ 126

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Derivative Instruments and Hedging Activities - Schedule of Derivative Instruments in Statement of Financial Position (Detail) (Designated as Hedging Instrument [Member], USD $) In Thousands, unless otherwise specified	Jun. 30, 2013
Derivative Instruments, Gain (Loss) [Line Items]
Asset derivative instruments	$ 503
Liability derivative instruments
Interest Rate Swap [Member] | Current Asset [Member] | Prepaid Expenses and Other Current Assets [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Asset derivative instruments
Interest Rate Swap [Member] | Non Current Assets [Member] | Intangible and other assets, net [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Asset derivative instruments	503
Interest Rate Swap [Member] | Current Liability [Member] | Accrued Liabilities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Liability derivative instruments
Interest Rate Swap [Member] | Noncurrent Liability [Member] | Other Noncurrent Liabilities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Liability derivative instruments

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Accumulated Other Comprehensive Loss - Summary of Accumulated Other Comprehensive Loss in Equity (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]
Net actuarial loss and prior service credit	$ (20,159)		$ (22,188)
Less: deferred tax benefit	4,847		5,335
Net of tax	(15,312)		(16,853)
Change in fair value of interest rate swap	503
Less: deferred tax liability	(201)
Net of tax	302
Foreign currency translation adjustment	(1,304)		2,239
Total accumulated other comprehensive loss	$ (16,314)	$ (15,572)	$ (14,614)	$ (12,091)	$ (11,109)	$ (12,522)

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Fair Value of Financial Instruments and Credit Risk (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Summary of Carrying Amounts and Estimated Fair Values of Financial Instruments

The following table presents the Company’s fair value hierarchy for its financial instruments that required disclosure of their fair values on a recurring basis as of June 30, 2013 (in thousands).

	Fair Value		Level 1		Level 2		Level 3
Interest rate swap asset as of June 30, 2013	$	503	$	—	$	503	$	—

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Business Segment Data and Geographical Information - Summary of the Financial Information of Segment Reported (Parenthetical) (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenues from External Customers and Long-Lived Assets [Line Items]
Restructuring charges		$ 746,000		$ 747,000
Americas [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
United States revenues	72,200,000	46,500,000	131,600,000	86,700,000
EMEA [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Restructuring charges	0	700,000	0	700,000
Reconciling Items [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Corporate headquarter relocation charges		$ 700,000		$ 1,500,000

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2013

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

12. Commitments and Contingencies

The operations of the Company are subject to federal, state and local laws and regulations in the U.S. and various foreign locations relating to protection of the environment. Although the Company believes its operations are in compliance with applicable environmental regulations, there can be no assurance that costs and liabilities will not be incurred by the Company. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies thereunder, and claims for damages to property or persons resulting from operations of the Company, could result in costs and liabilities to the Company. The Company has recorded, in other liabilities, an undiscounted reserve for environmental liabilities related to the remediation of site contamination for properties in the U.S. in the amount of $0.9 million as of June 30, 2013 and December 31, 2012. While there is a reasonable possibility due to the inherent nature of environmental liabilities that a loss exceeding amounts already recognized could occur, the Company does not believe such amounts would be material to its financial statements.

Furmanite America, Inc., a subsidiary of the Company, is involved in disputes with a customer, INEOS USA LLC, which claims that the subsidiary failed to provide it with satisfactory services at the customer’s facilities. On April 17, 2009, the customer initiated legal action against the subsidiary in the Common Pleas Court of Allen County, Ohio, alleging that the subsidiary and one of its former employees, who performed data services at one of the customer’s facilities, breached its contract with the customer and failed to provide the customer with adequate and timely information to support the subsidiary’s work at the customer’s facility from 1998 through the second quarter of 2005. The customer’s complaint seeks damages in an amount that the subsidiary believes represents the total proposed civil penalty, plus the cost of unspecified supplemental environmental projects requested by the regulatory agency to reduce air emissions at the customer’s facility, and also seeks unspecified punitive damages. The subsidiary believes that it provided the customer with adequate and timely information to support the subsidiary’s work at the customer’s facilities and will vigorously defend against the customer’s claim.

The Company has other contingent liabilities resulting from litigation, claims and commitments incident to the ordinary course of business.

While the Company cannot make an assessment of the eventual outcome of all of these matters or determine the extent, if any, of any potential uninsured liability or damage, reserves of $1.9 million for all matters are recorded in accrued expenses and other current liabilities as of both June 30, 2013 and December 31, 2012. While there is a reasonable possibility that a loss exceeding amounts already recognized could occur, the Company does not believe such amounts would be material to its financial statements.

Management believes, after consulting with counsel, that the ultimate resolution of such contingencies will not have a material adverse effect on the financial position, results of operations or liquidity of the Company.

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

8. Stock-Based Compensation

The Company has stock option plans and agreements for officers, directors and key employees which allow for the issuance of stock options, restricted stock, restricted stock units and stock appreciation rights. For the three and six months ended June 30, 2013, the total compensation cost charged against income and included in selling, general and administrative expenses for stock-based compensation arrangement was $0.4 million and $0.6 million, respectively, and $0.3 million and $0.5 million for the three and six months ended June 30, 2012, respectively. The expense for the three and six months ended June 30, 2012 included $0.1 million associated with the accelerated vesting of awards in connection with the retirement of one of the Company’s directors.

During the first quarter of 2013, the Company granted an aggregate of 30,000 shares of restricted stock awards to its outside directors and options to an employee to purchase 35,000 shares of its common stock with a grant date fair market value of $6.05 and $3.51 per share, respectively. Additionally, 46,403 restricted stock units with a grant date fair value of $0.3 million vested, resulting in the issuance of 36,391 shares of common stock, net of 10,012 shares which were withheld for tax obligations of the grantees, as allowed under the plan. During the second quarter of 2013, the Company granted to certain employees an aggregate of 459,032 restricted stock units and options to purchase an aggregate of 344,900 shares of its common stock with a grant date fair market value of $6.89 and $3.93 per share, respectively. The restricted stock units are subject to forfeiture unless certain performance objectives are achieved.

During the first quarter of 2012, the Company granted 154,721 restricted stock units to certain employees with a grant date fair market value of $6.99 per share and 40,000 shares of restricted stock awards to its directors at a grant date fair value of $6.99 per share. In the second quarter of 2012, the Company granted options to an employee to purchase 30,000 shares of its common stock with a grant date fair market value of $2.71 per share. In addition, during the second quarter of 2012, the Company granted to certain employees 402,469 restricted stock units and options to purchase 801,658 shares of its common stock with a grant date fair market value of $4.63 and $2.61 per share, respectively. The restricted stock units and stock options are subject to forfeiture unless certain performance objectives are achieved.

The Company uses authorized but unissued shares of common stock for stock option exercises and restricted stock issuances pursuant to the Company’s share-based compensation plan and treasury stock for issuances outside of the plan. As of June 30, 2013, the total unrecognized compensation expense related to stock options and restricted stock awards was $2.9 million and $4.9 million, respectively.

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Subsequent Event

6 Months Ended

Jun. 30, 2013

Subsequent Events [Abstract]

Subsequent Event

15. Subsequent Event

On July 15, 2013, Furmanite America entered into an Asset Purchase Agreement (“APA”) to acquire certain assets, including working capital, equipment and intangible assets, all of which relate to operations in the Americas, of the Engineering and Construction segment (“ENG E&C”) of ENGlobal Corporation (the “Seller”). The current employees within these operations, totaling approximately 900 full-time professionals, will transition to Furmanite America in connection with this transaction. The transaction is expected to be completed within 60 days from the date of the execution of the APA. Upon closing, Furmanite America will make a cash payment estimated at approximately $18.0 million for the acquired net working capital, net of reserves. The working capital payment is subject to adjustment for working capital changes through the effective date, as defined in the APA. In addition, Furmanite America will enter into a four year 4% interest per annum promissory note with the Seller in the principal amount of $3.5 million. In connection with the acquisition, the Company expects to borrow an additional $18.0 million under its Credit Agreement.

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Business Segment Data and Geographical Information

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Business Segment Data and Geographical Information

13. Business Segment Data and Geographical Information

The Company provides specialized technical services to a domestic and international client base that includes petroleum refineries, chemical plants, pipelines, offshore drilling and production platforms, steel mills, food and beverage processing facilities, power generation, and other flow-process industries.

An operating segment is defined as a component of an enterprise about which separate financial information is available that is evaluated regularly by the chief decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. For financial reporting purposes, the Company operates in three segments which comprise the Company’s three geographical areas: the Americas, EMEA and Asia-Pacific.

The Company evaluates performance based on the operating income (loss) from each segment which excludes interest income and other income (expense), interest expense, and income tax expense (benefit). The accounting policies of the reportable segments are the same as those described in Note 1. Intersegment revenues are recorded at cost plus a profit margin. All transactions and balances between segments are eliminated in consolidation.

The following is a summary of the financial information of the Company’s reportable segments as of and for the three and six months ended June 30, 2013 and 2012 reconciled to the amounts reported in the consolidated financial statements (in thousands):

	Americas			EMEA			Asia-Pacific			Reconciling Items			Total
Three months ended June 30, 2013:
Revenues from external customers1	$	74,347		$	24,694		$	9,335		$	—		$	108,376
Intersegment revenues2		2,432			2,800			277			(5,509	)		—
Operating income (loss)34	$	13,122		$	3,001		$	1,274		$	(5,773	)	$	11,624
Allocation of headquarter costs5		(3,950	)		(1,328	)		(495	)		5,773			—
Adjusted operating income	$	9,172		$	1,673		$	779		$	—		$	11,624
Three months ended June 30, 2012:
Revenues from external customers1	$	46,944		$	27,485		$	11,499		$	—		$	85,928
Intersegment revenues2		935			2,019			400			(3,354	)		—
Operating income (loss)34	$	6,244		$	1,466		$	2,587		$	(5,494	)	$	4,803
Allocation of headquarter costs5		(2,984	)		(1,777	)		(733	)		5,494			—
Adjusted operating income (loss)	$	3,260		$	(311	)	$	1,854		$	—		$	4,803
Six months ended June 30, 2013:
Revenues from external customers1	$	135,107		$	44,999		$	17,308		$	—		$	197,414
Intersegment revenues2		4,713			5,128			328			(10,169	)		—
Operating income (loss)34	$	20,326		$	3,803		$	1,909		$	(10,336	)	$	15,702
Allocation of headquarter costs5		(7,058	)		(2,374	)		(904	)		10,336			—
Adjusted operating income	$	13,268		$	1,429		$	1,005		$	—		$	15,702
Six months ended June 30, 2012:
Revenues from external customers1	$	87,642		$	50,512		$	19,556		$	—		$	157,710
Intersegment revenues2		1,138			3,629			618			(5,385	)		—
Operating income (loss)34	$	10,599		$	270		$	2,813		$	(9,630	)	$	4,052
Allocation of headquarter costs5		(5,338	)		(3,094	)		(1,198	)		9,630			—
Adjusted operating income (loss)	$	5,261		$	(2,824	)	$	1,615		$	—		$	4,052

¹  Included in the Americas are United States revenues of $72.2 million and $131.6 million for the three and six months ended June 30, 2013, respectively, and $46.5 million and $86.7 million for the three and six months ended June 30, 2012, respectively.

²  Reconciling Items represent eliminations or reversals of transactions between reportable segments.

³  Reconciling Items represent certain corporate overhead costs, including executive management, strategic planning, treasury, legal, human resources, information technology, and accounting risk management, which are not allocated to reportable segments.

⁴  Includes corporate headquarter relocation charges of $0.7 million and $1.5 million for the three and six months ended June 30, 2012, respectively, in reconciling items, and restructuring charges of $0.7 million in EMEA for each of the three and six months ended June 30, 2012. No relocation charges or restructuring charges were incurred in the three or six months ended June 30, 2013.

⁵  Represents the allocation of headquarter costs and operating income (loss) had the Company allocated such costs based on the segments’ respective revenues. Historically, the Company has not allocated headquarter costs to its operating segments.

Goodwill in the Americas at both June 30, 2013 and December 31, 2012 totaled $7.0 million. Goodwill in EMEA and Asia-Pacific totaled $6.6 million and $1.9 million, respectively, at each of June 30, 2013 and December 31, 2012.

The following geographical area information includes total long-lived assets (which consist of all non-current assets, other than goodwill, indefinite-lived intangible assets and deferred tax assets) based on physical location (in thousands):

	June 30, 2013		December 31, 2012
Americas	$	42,110	$	34,532
EMEA		10,233		11,417
Asia-Pacific		3,699		4,672
Total long-lived assets	$	56,042	$	50,621

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Jul. 29, 2013
Document Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Trading Symbol	FRM
Entity Registrant Name	FURMANITE CORP
Entity Central Index Key	0000054441
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		37,416,566

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Fair Value of Financial Instruments and Credit Risk

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments and Credit Risk

14. Fair Value of Financial Instruments and Credit Risk

Fair value is defined under FASB ASC 820, Fair Value Measurement (“ASC 820”), as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of the observable inputs and minimize the use of unobservable inputs. The standard established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.

• 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.

The following table presents the Company’s fair value hierarchy for its financial instruments that required disclosure of their fair values on a recurring basis as of June 30, 2013 (in thousands).

	Fair Value		Level 1		Level 2		Level 3
Interest rate swap asset as of June 30, 2013	$	503	$	—	$	503	$	—

The estimated fair value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their carrying amounts due to the relatively short period to maturity of these instruments. The interest rate swap asset is recorded at fair value on a recurring basis based on models using inputs, such as interest rate yield curves, LIBOR swap curves and OIS curves, observable for substantially the full term of the contract. See Note 10 for additional information on the Company’s interest rate swap. The estimated fair value of all debt as of June 30, 2013 and December 31, 2012 approximated the carrying value. These fair values were estimated based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements, when quoted market prices were not available. The estimated fair value of the Company’s financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange.

There were no transfers between Levels of the fair value hierarchy during the three or six months ended June 30, 2013 or 2012.

The Company provides services to a domestic and international client base that includes petroleum refineries, chemical plants, offshore energy production platforms, steel mills, nuclear power stations, conventional power stations, pulp and paper mills, food and beverage processing plants, other flow process facilities. The Company does not believe that it has a significant concentration of credit risk at June 30, 2013, as the Company’s accounts receivable are generated from these business industries with customers located throughout the Americas, EMEA and Asia-Pacific.

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Fair Value of Financial Instruments and Credit Risk - Summary of Carrying Amounts and Estimated Fair Values of Financial Instruments (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013
Estimated Fair Value Of Financial Instruments [Line Items]
Interest rate swap asset	$ 503
Fair Value, Inputs, Level 2 [Member]
Estimated Fair Value Of Financial Instruments [Line Items]
Interest rate swap asset	$ 503

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Business Segment Data and Geographical Information - Long-Lived Assets Based on Physical Location (Detail) (Operating Segment [Member], USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Geographic Area Information [Line Items]
Total long-lived assets	$ 56,042	$ 50,621
Americas [Member]
Geographic Area Information [Line Items]
Total long-lived assets	42,110	34,532
EMEA [Member]
Geographic Area Information [Line Items]
Total long-lived assets	10,233	11,417
Asia-Pacific [Member]
Geographic Area Information [Line Items]
Total long-lived assets	$ 3,699	$ 4,672